Jai Shah
MASCO CORP /DE/About Jai Shah
Jai Shah is Group President at Masco Corporation, age 58, and has served as an executive officer since 2018 . His prior roles at Masco include President of Delta Faucet Company (2014–2018), Vice President—Chief Human Resource Officer (2012–2014), Vice President Finance—Retail/Wholesale Platform (since 2008), Group Vice President (2007–2008), and Vice President—Strategic Planning (2005–2007) . Company performance metrics tied to executive pay show Masco delivered 2024 operating profit of $1,363 million (adjusted to $1,372 million for bonus purposes), net sales of $7,828 million, and improved operating margin to 17.4% from 16.9% YoY; annual incentives paid at 88% of target, while the 2022–2024 LTIP paid 0% under cumulative EPS and ROIC goals, demonstrating pay-for-performance discipline .
Past Roles
| Organization | Role | Years | Strategic scope/notes |
|---|---|---|---|
| Masco Corporation | Group President | 2018–present | Executive leadership across business units |
| Delta Faucet Company (Masco) | President | 2014–2018 | Led brand operations |
| Masco Corporation | VP—Chief Human Resource Officer | 2012–2014 | Corporate HR leadership |
| Masco Corporation | VP Finance—Retail/Wholesale Platform | since 2008 | Finance leadership for platform |
| Masco Corporation | Group Vice President | 2007–2008 | Group-level operating role |
| Masco Corporation | VP—Strategic Planning | 2005–2007 | Corporate strategy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 587,256 | 609,596 | 633,984 |
| All Other Compensation ($) | 29,300 | 81,268 | 108,289 |
| Base Salary change (internal schedule) | — | — | Prior $615,502; +4% to $640,122 (2024 approved base) |
Target annual bonus opportunity (% of base salary): 75% (annual cash) for 2024 .
Perquisites include financial planning up to $10,000 per year; “All Other Compensation” for 2024 includes profit sharing/401(k) matching of $98,289 and financial planning of $10,000 .
Performance Compensation
Annual Performance Program (2024) – Metrics and Payouts
| Metric | Weight | Target | Actual (as adjusted) | Performance % |
|---|---|---|---|---|
| Operating Profit (in $mm) | 75% | $1,379 | $1,372 | 73% |
| Net Sales (in $mm) | 25% | $7,972 | $7,828 | 15% |
| Total Performance Percentage | — | — | — | 88% |
| Component | Amount ($) |
|---|---|
| Cash Bonus Paid (Feb 2025) | 422,500 |
| RSU Award Value (granted based on 2024 performance) | 422,253 |
| Total 2024 Annual Performance Compensation | 844,753 |
• RSUs vest in equal installments over three years following the grant; awards are sized by dividing award value by closing price on grant date and rounding to the nearest ten shares .
• Stock options are granted annually and vest ratably over three years; 2024 grant date options priced at $73.16 per share .
Long-Term Incentive Program (LTIP)
| LTIP Period | Metrics | Weighting | Outcome |
|---|---|---|---|
| 2022–2024 | Cumulative EPS; 3-yr average ROIC | 60%; 40% | Below threshold; 0% payout |
| From 2023 cycles | Relative TSR vs S&P 500 Consumer Durables added | — | Added to LTIP design |
| 2024–2026 Grant (Feb 23, 2024) | PRSU Target Grant (#) | Target as % of base salary | 6,160 PRSUs; 75% of base salary |
2024 Stock Awards composition for Shah: RSUs $422,253 and PRSUs $461,630 (valued at $74.94 closing price on grant date), total $883,883 .
Options Granted (Feb 16, 2024)
| Options (#) | Exercise Price ($) | Vesting | Term |
|---|---|---|---|
| 19,470 | 73.16 | 3 equal annual installments | Expires 02/16/2034 |
2024 realized values: Options exercised 16,122 shares ($828,580); RSU vesting 10,134 shares ($1,170,077) .
Equity Ownership & Alignment
| Ownership Snapshot (12/31/2024) | Value |
|---|---|
| Beneficially owned shares | 212,926; less than 1% of voting power |
| Shares acquirable by 03/01/2025 (RSU vesting) | 7,173 |
| Shares acquirable by 03/01/2025 (options/SAR) | 202,930 |
| Stock ownership guideline | 2x base salary for executive officers |
| Compliance status | All execs met requirement except Imran Ahmad; guideline counts direct holdings and unvested RSUs (not PRSUs/options) |
| Hedging/pledging policy | Prohibited; no preapprovals granted |
Outstanding Equity Awards (FY-end 2024) – Jai Shah
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 02/10/2017 | 15,720 | — | 33.75 | 02/10/2027 |
| 02/09/2018 | 22,490 | — | 42.13 | 02/09/2028 |
| 02/07/2019 | 44,700 | — | 35.52 | 02/07/2029 |
| 02/11/2020 | 36,910 | — | 47.53 | 02/11/2030 |
| 02/09/2021 | 29,800 | — | 56.29 | 02/09/2031 |
| 02/08/2022 | 19,547 | 9,773 | 59.15 | 02/08/2032 |
| 02/13/2023 | 8,750 | 17,500 | 56.56 | 02/13/2033 |
| 02/16/2024 | — | 19,470 | 73.16 | 02/16/2034 |
| Unvested RSUs (#) | Market Value ($) | PRSUs/Phantom PRSUs (#) | Market/Payout Value ($) |
|---|---|---|---|
| 13,027 | 945,369 (at $72.57) | 22,390 | 1,624,842 (at $72.57) |
Employment Terms
• Employment agreements: None; executives are at-will; no change-in-control agreements .
• Double-trigger vesting: Unvested equity vests upon change-in-control only with qualifying termination, good reason, or lack of comparable replacement awards .
• Clawback: Recoup incentive compensation paid within three years prior to a restatement (Dodd‑Frank/NYSE compliant policy attached to 10-K) .
• Non-compete: Equity terms prohibit competitive activities while holding awards and for one year thereafter; unvested awards are forfeited on termination prior to retirement eligibility; limited post-termination option exercise window (30–90 days) .
• Tax gross-ups: Excise tax gross-ups prohibited for equity grants; BRP excise reimbursement exists only for pre‑2012 agreements; none applicable in 2024 .
• Deferred compensation: No elective cash deferrals; defined contribution BRP allocations and earnings reported below .
Economics Under Separation Scenarios (as of 12/31/2024)
| Scenario | BRP Defined Benefit ($) | BRP Defined Contribution ($) | Equity ($) | Total ($) |
|---|---|---|---|---|
| Change in Control (with qualifying termination) | — | — | 1,356,698 | 2,473,148 (incl. BRP $1,116,450) |
| Retirement (age ≥65) | 29,581 | 1,083,167 | — | 1,112,748 |
| Termination (voluntary/involuntary) | 29,581 | 1,083,167 | — | 1,112,748 |
| Disability | 40,572 | 1,083,167 | 1,356,698 | 2,480,437 |
| Death | 13,895 | 1,083,167 | 1,356,698 | 2,453,760 |
Pension and Deferred Compensation Details
| Plan | Credited Service (years) | Present Value ($) |
|---|---|---|
| BRP Defined Benefit | 6 | 29,581 |
| BRP Defined Contribution (2024) | Masco Allocation ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|
| Jai Shah | 64,134 | 82,897 | 1,019,033 |
Compensation Structure Signals
• Mix shift and at‑risk pay: For 2024, Shah’s target pay included 75% performance-based components (consistent with Masco’s design where non-CEO executives have ~75% performance-based target compensation) .
• Options remain a core element: Annual options approximate RSU target opportunity; 2024 grant: 19,470 options at $73.16, vesting over 3 years .
• LTIP rigor: 2022–2024 PRSUs paid 0% under cumulative EPS and ROIC; relative TSR added beginning with 2023 cycles .
• Say-on-pay support: 91% shareholder approval in 2024 indicates broad endorsement of program alignment .
Equity Ownership & Trading Pressure Indicators
• Liquidity events: In 2024, Shah exercised 16,122 options ($828,580 realized) and had 10,134 shares vest from RSUs ($1,170,077), which can create periodic selling pressure depending on tax and diversification practices .
• Near-term vesting/overhang: By March 1, 2025, up to 7,173 RSU shares may vest and up to 202,930 options/SAR may be exercisable, a potential supply overhang to monitor .
• Alignment safeguards: No pledging/hedging; stock ownership guideline compliance; double-trigger change-of-control protections limit accelerated vesting absent qualifying conditions .
Governance, Peer Benchmarking, and Program Controls
• Ownership guidelines: CEO 6x salary; CFO 3x; other executives (including Shah) 2x; all executives met guidelines except Imran Ahmad, who remains within 3-year compliance window .
• Clawback and risk controls: Formal clawback policy; annual compensation risk assessment concluded programs do not encourage excessive risk .
• Compensation consultant and peer group: Semler Brossy advises; peer group includes FBIN, ITW, SHW, TT, PNR, XYL, SWK, PPG, DOV, FTV, RPM, SNA, LEG, MHK, NWL, OC, WHR .
Investment Implications
• Strong alignment and rigor: A high proportion of at‑risk pay, zero LTIP payout for 2022–2024, clawback, and anti-hedging/pledging policies signal disciplined alignment with shareholder outcomes .
• Retention risk appears contained: No employment agreement but meaningful unvested RSUs/options, continued vesting upon retirement, and non‑compete provisions support retention; double‑trigger change‑in‑control terms reduce windfall risk .
• Watch near-term supply: Scheduled RSU vesting and significant options eligible by March 1, 2025 warrant monitoring for potential insider sales and market impact around vest/exercise windows .
• Performance sensitivity: With LTIP anchored to EPS, ROIC, and relative TSR, compensation outcomes will remain highly sensitive to margin discipline, capital efficiency, and TSR vs consumer durables peers .