John Plant
MASCO CORP /DE/About John C. Plant
John C. Plant, age 71, has served on Masco’s Board since 2012 and is classified as an independent director. He is Chair and CEO of Howmet Aerospace (since 2020) and brings deep manufacturing, M&A, finance and global operating expertise from senior roles at Arconic and TRW Automotive. At Masco, he serves on the Audit and Corporate Governance & Nominating Committees, and over the past three years has attended 95% of Board and committee meetings of which he is a member, indicating high engagement and capacity despite multiple external commitments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howmet Aerospace Inc. | Chair of the Board and Chief Executive Officer | 2020–present | Led operations and strategy in engineered metal products; extensive manufacturing and finance background |
| Arconic Inc. | Chief Executive Officer; Chair of the Board | CEO 2019–2020; Chair 2017–2020 | Led separation of Arconic into two public companies (Howmet Aerospace, Arconic Corporation) |
| TRW Automotive Holdings Corp. | Chair of the Board; President & CEO; Director | 2003–2015 (CEO); 2011–2015 (Chair) | Led complex global manufacturing; significant M&A and capital allocation |
| TRW Inc. | Co-member of the CEO Office; President & CEO of Automotive business | 2001–2003 | Managed global automotive operations through cycles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jabil Inc. | Director | Since 2016 | Ongoing public company directorship |
| Automotive Safety Council | Director Emeritus | N/A | Industry stewardship |
| Gates Industrial Corporation plc | Director | 2017–2019 | Prior directorship (private company manufacturer) |
Board Governance
- Independence and Committees: Independent; member of Audit and Corporate Governance & Nominating Committees (each held 5 meetings in 2024) .
- Attendance: Board held 6 meetings in 2024; all directors attended at least 75% of applicable meetings; Plant attended 95% of all Board and Committee meetings he was part of over the past three years .
- Board leadership: Independent Chair (Lisa Payne); Chair responsibilities include presiding at executive sessions, agenda oversight, and strategy review .
- Independence review: Board assessed director independence and related relationships over the past three years; no related person transactions required disclosure for 2024 .
- Director commitments: Board acknowledges Plant’s public company commitments exceed certain shareholder/proxy advisor policies but affirms his engagement (95% attendance) and ability to fulfill obligations .
Fixed Compensation
| Element | Amount / Terms | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | Non-employee directors |
| Annual Equity Retainer | RSUs valued at $180,000; vest in three equal annual installments over 3 years | 2024 increase of $20,000 approved by Board |
| Committee Chair Retainers | Audit $25,000; Compensation $20,000; Governance $20,000 | Plant is not a committee chair at MAS |
| Meeting Fees | None (except special cases; none paid in 2024) | |
| Director Stock Ownership Guideline | Hold shares valued at 5x annual cash retainer within 5 years | Alignment policy |
Director 2024 compensation (Plant):
| Cash Fees Earned ($) | RSUs ($) | Total ($) |
|---|---|---|
| 130,000 | 180,052 | 310,052 |
Unvested RSUs held at 12/31/2024:
| Director | Unvested RSUs (#) |
|---|---|
| John C. Plant | 5,494 |
Performance Compensation
- Masco does not link non-employee director pay to performance metrics; director equity is time-based RSUs with pro-rata vesting over 3 years .
- No performance-vested equity or annual/long-term performance formulas apply to directors (those programs are for named executive officers) .
Other Directorships & Interlocks
| Company | Relationship to MAS | Potential Interlock Risk | Board’s View |
|---|---|---|---|
| Howmet Aerospace (CEO/Chair) | No MAS-related transactions disclosed | Overboarding concerns vs. executive role | Board cites Plant’s 95% attendance and valuable manufacturing/M&A expertise; affirms capacity |
| Jabil Inc. (Director) | No MAS-related transactions disclosed | Additional board seat | Independence maintained; no related party transactions reported for 2024 |
Expertise & Qualifications
- Manufacturing and operations leadership across industrial businesses; deep finance/accounting background; extensive M&A including leading Arconic’s separation; global business experience spanning Europe, South America, Asia .
Equity Ownership
| As of Date | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| 12/31/2024 | 39,530 | <1% | SEC Security Ownership table; <1% indicated |
| 05/09/2025 (post RSU award) | 47,924 | N/A | Position reported in Form 4; reflects RSU award and resulting holdings |
Recent Form 4 director RSU awards:
| Filing Date | Transaction Date | Type | RSUs Granted (#) | Post-Transaction Ownership (Shares) | SEC URL |
|---|---|---|---|---|---|
| 2025-05-13 | 2025-05-09 | Award (A) | 2,900 | 47,924 | |
| 2024-05-14 | 2024-05-10 | Award (A) | 2,490 | 45,024 | |
| 2023-05-12 | 2023-05-11 | Award (A) | 3,040 | 42,534 | |
| 2022-05-16 | 2022-05-12 | Award (A) | 2,930 | 39,494 |
Policy safeguards:
- Hedging and pledging of company stock are prohibited for directors unless approved by the Board; Governance Committee has not approved any such transactions — mitigating alignment and pledging risks .
Governance Assessment
- Engagement and effectiveness: Plant’s 95% attendance over three years, coupled with audit and governance committee service, supports board effectiveness despite high external commitments — a positive signal for oversight quality .
- Alignment: Director equity is time-based RSUs with a 5x retainer ownership guideline, reinforcing long-term alignment; Plant consistently receives annual RSU awards and holds meaningful equity as disclosed .
- Conflicts/related party exposure: No related person transactions required disclosure for 2024; independence affirmed through Board process, and no MAS-reported transactions with Howmet or Jabil tied to Plant .
- Overboarding risk: Board acknowledges Plant’s commitments exceed some shareholder/proxy advisor policies; however, it explicitly supports his continued service based on attendance, expertise, and contributions — investors should monitor capacity but note Board’s mitigating stance .
- Shareholder sentiment: Masco’s say‑on‑pay received ~91% support at the 2024 Annual Meeting, indicating broad shareholder approval of compensation governance (context for overall investor confidence) .
- Structural improvements: 2025 proposals to eliminate supermajority voting, modernize business combination restrictions (mirror and reduce Section 203 threshold), and declassify the Board over three years demonstrate governance modernization that supports investor rights and accountability .
RED FLAGS to monitor: potential overboarding (CEO/Chair at Howmet + Jabil directorship + MAS), which some policies view unfavorably; continued assessment of attendance and committee contributions is prudent. Board’s explicit defense and Plant’s 95% attendance mitigate concern but remain a monitoring item .