Jonathon Nudi
MASCO CORP /DE/About Jonathon Nudi
Jonathon J. Nudi, age 54, is Masco’s next President and CEO effective July 7, 2025; he joined Masco’s Board in June 2023 and will continue as a director but will no longer be considered independent nor receive additional director pay in the CEO role . He has 30 years of leadership at General Mills across North America and Europe and holds a bachelor’s degree from Penn State and an MBA from Northwestern’s Kellogg School; he is recognized for driving net sales, segment operating profit and market share performance in Pet, International and Foodservice, and earlier as Group President of North American Retail . Company performance context he inherits: in 2024 Masco improved operating profit to $1,363 million and operating margin to 17.4% despite softer sales, and historically delivered double-digit EPS CAGR and ~14% TSR CAGR under the outgoing CEO over the past decade .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Mills | Group President, Pet, International and North America Foodservice | 2024–2025 | Drove strong net sales, segment operating profit and market share in the company’s largest growth areas |
| General Mills | Group President, North American Retail | 2016–2023 | Led large-scale initiatives to improve growth profile and competitive performance |
| General Mills | President, Europe & Australasia | 2014–2016 | Led complex international businesses across multiple geographies |
| General Mills | President, Snacks Division | 2010–2014 | Product innovation and brand management leadership in consumer-branded categories |
| General Mills | VP Marketing; Business Unit Director, Green Giant/SGC | 2007–2010 | Marketing and sales roles of increasing responsibility |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| First Tee | Board of Governors | Not disclosed | Charitable organization service |
Fixed Compensation
| Component | Amount / Terms | Effective / Grant Date | Notes |
|---|---|---|---|
| CEO Base Salary | $1,100,000 | Effective July 7, 2025 | Annual base salary as CEO |
| Target Annual Bonus % | 150% of base salary | 2025 program (paid Feb 2026, pro rata) | Performance-based cash |
| Annual RSUs (target) | 159% of base salary | First award Feb 2026 (pro rata for 2025 service) | Three-year ratable vesting schedule |
| Annual Stock Options (target) | 159% of base salary | First grant July 7, 2025 | Exercise price = closing price on grant date; three-year ratable vesting |
| LTIP (target grant value) | 318% of base salary | 2025–2027 LTIP (pro rata for 2025 service) | Three-year performance program |
| Make-whole RSUs | $1,120,000 | Grant on July 7, 2025 | Vest ratably in three equal installments beginning Feb 25, 2026 |
| Initial Option Grant | $1,120,000 grant-date value | July 7, 2025 | Three equal vesting installments beginning Feb 25, 2026 |
| Relocation Bonus | $350,000 | 2025 | Subject to repayment if employment terminates under specified circumstances |
| Personal Aircraft Access | Per policy | 2025 onward | Access to Company aircraft for personal use per corporate policy |
| Director Cash Fees (while independent director) | $130,000 | 2024 | Prior to CEO role; total director comp $310,052 |
| Director RSU Retainer (while independent director) | $180,052 (2,490 RSUs) | May 2024 | Pro rata three-year vesting |
Performance Compensation
| Program | Metric | Weighting | Target | Actual (as adjusted) | Performance % | Notes |
|---|---|---|---|---|---|---|
| 2024 Annual Program | Operating Profit (USD mm) | 75% | $1,379 | $1,372 | 73% | OP adjusted to exclude ~$9mm rationalization charges |
| 2024 Annual Program | Net Sales (USD mm) | 25% | $7,972 | $7,828 | 15% | No adjustments to net sales |
| 2024 Annual Program | Total Performance % | — | — | — | 88% | Drives cash bonus and RSU grants |
| 2022–2024 LTIP | Cumulative EPS | 60% | $13.75 | $11.50 | 0% | Threshold not achieved; no PRSU payout |
| 2022–2024 LTIP | 3-Year Avg ROIC | 40% | 52.0% | 42.9% | 0% | Threshold not achieved; no PRSU payout |
| LTIP Design (from 2023+) | Relative TSR | Added metric | — | — | — | Added vs S&P 500 Consumer Durables peers in LTIPs beginning 2023 |
MAS’s annual incentive metrics are Operating Profit (75%) and Net Sales (25%); LTIP metrics include Cumulative EPS, ROIC, and relative TSR added starting 2023, with payouts capped at 200% for maximum performance .
Equity Ownership & Alignment
| Item | Value | Date/Status | Notes |
|---|---|---|---|
| Beneficial Ownership (Common Stock) | — (less than 1%) | As of Dec 31, 2024 | No shares listed for Nudi; “—” denotes none |
| Unvested Director RSUs | 5,130 | Dec 31, 2024 | From May 2024 grant; pro rata vest over 3 years |
| CEO Stock Ownership Guideline | 6x base salary | Policy | Executives must maintain minimum stock ownership; CEO multiple explicitly 6x |
| Hedging/Pledging | Prohibited | Policy | No hedging; pledging prohibited absent Board preapproval; no approvals made |
| Change-in-Control | Double-trigger vesting | Policy | No automatic vesting unless termination or no comparable replacement awards |
| Clawback | 3-year recoupment | Policy | Applies to incentive comp upon restatement (non-rule-change) |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment Agreement | None (at-will) | MAS executives have no employment agreements |
| Change-in-Control Agreement | None | MAS executives have no CIC agreements; equity awards have double-trigger vesting |
| Non-compete / Protection | Equity plans include post-termination restrictions and recoveries | Legacy proxy describes 1-year non-compete and recovery of gains for violations; retention/protection emphasis continues |
| Severance | Discretionary | Company may enter into severance arrangements case-by-case |
| Vesting Schedules (CEO grants) | RSUs and Options vest ratably over 3 years beginning Feb 25, 2026 | Make-whole RSUs and initial option grant terms |
Board Governance
- Board service history and independence: Director since 2023; as of March 5, 2025, in connection with his CEO appointment, the Board determined Nudi is no longer independent and he ended service on Compensation and Audit Committees .
- Committees: Compensation & Talent Committee and Audit Committee each held 5 meetings in 2024; all members were independent prior to March 5, 2025; Nudi concluded service due to non-independence .
- Board leadership: Independent Chair is Lisa Payne; Nudi is CEO and director, not Chair; mitigates dual-role concerns common with CEO/Chair combinations .
| Committee | Members (2024) | Meetings (2024) | Notes |
|---|---|---|---|
| Compensation & Talent | Christopher A. O’Herlihy (Chair); Mark R. Alexander; Jonathon J. Nudi*; Donald R. Parfet; Charles K. Stevens | 5 | *Nudi concluded service March 5, 2025 due to non-independence |
| Audit | Charles K. Stevens (Chair); Aine L. Denari; Jonathon J. Nudi*; John C. Plant; Sandeep Reddy | Not stated | *Nudi concluded service March 5, 2025 due to non-independence |
Director Compensation (2024)
| Component | Amount |
|---|---|
| Cash Fees | $130,000 |
| RSU Retainer | $180,052 (2,490 RSUs granted May 2024; 3-year pro rata vesting) |
| All Other Compensation | — |
| Total | $310,052 |
Performance & Track Record
- At General Mills, Nudi built a “strong track record of competitive performance,” overseeing global teams and executing strategic goals that delivered growth and market share gains across mature branded categories; earlier roles emphasize product innovation and consumer-first design .
- Company performance context (pre-tenure): 2024 operating profit increased 1% to $1,363 million with margin up 50 bps to 17.4%, while net sales were $7,828 million; annual incentive payout was 88% of target; 2022–2024 LTIP paid 0% on EPS and ROIC .
Compensation Structure Analysis
- High at-risk pay mix: CEO target compensation heavily performance-based; MAS emphasizes RSUs, options, and three-year PRSUs; CEO must meet stock ownership guideline of 6x salary, reinforcing alignment .
- Metric rigor and transparency: Annual incentives tied to audited OP and Net Sales; LTIP adds EPS, ROIC, and relative TSR; 2022–2024 LTIP paid 0%, evidencing non-guaranteed long-term payouts .
- Governance safeguards: No employment/CIC agreements; double-trigger vesting; clawback; anti-hedging/pledging; no option repricing; directors’ RSU vesting over three years .
Vesting Schedules and Insider Selling Pressure
- CEO grants: Make-whole RSUs and initial option grant on July 7, 2025 vest ratably in three equal installments beginning February 25, 2026, 2027, 2028, which can concentrate potential selling windows around vest dates if not subject to additional holding requirements .
- Director RSUs: 2,490 RSUs granted May 2024, vest pro rata over three years, with 5,130 unvested units as of December 31, 2024; vesting cadence also creates periodic liquidity events .
- Trading restrictions: MAS prohibits hedging, pledging and enforces blackout periods; pledges require Board approval and none have been approved, reducing forced-sale risk .
Equity Ownership & Director Alignment
- As of Dec 31, 2024, Nudi reported no beneficial ownership of common stock; he held 5,130 unvested director RSUs .
- CEO ownership guideline is 6x base salary; executives historically have three years to reach guidelines, indicating Nudi will be expected to build ownership quickly as CEO .
Employment Terms
- No employment or CIC agreements; severance is discretionary and has historically included pro-rated annual incentives and LTIP participation for departing executives; equity awards have double-trigger vesting on change in control and clawback for restatements .
- Non-compete and award protections: MAS equity plan terms emphasize retention and allow recovery of gains for post-termination competitive conduct (as described in prior proxies) .
Related Party Transactions and Red Flags
- Related person transactions policy requires independent review; none were required to be described for 2024 .
- Red flags mitigants: No excise tax gross-ups since 2012; no option repricing; compensation risk assessment performed annually; say-on-pay support at 91% in 2024 .
Say-on-Pay & Shareholder Feedback
- Say-on-pay received 91% shareholder support in 2024; Board engages with holders of ~55% of outstanding shares on governance, ESG, and compensation matters .
Compensation Committee Analysis
- Membership: O’Herlihy (Chair), Alexander, Nudi*, Parfet, Stevens; 5 meetings in 2024; used outside compensation consultant; performed pay-for-performance and peer analyses, and set metrics/goals for AIP and LTIP .
- Independence change: Nudi concluded service March 5, 2025 with determination he is no longer independent due to CEO appointment .
Investment Implications
- Alignment: High performance-based mix with rigorous LTIP metrics (EPS/ROIC/relative TSR) and strong governance (double-trigger, clawback, anti-hedging/pledging) reduce windfall risk and align Nudi’s incentives to longer-term value creation .
- Near-term signals: Make-whole RSUs and initial option grant vesting from February 2026 create predictable vest dates and potential Form 4 activity; watch for LTIP target setting and any revisions to performance metric rigor as leading indicators of management confidence .
- Board governance: Independent Chair structure mitigates CEO/Chair concentration risks; Nudi’s exit from independent committees upon appointment reduces independence conflict; continued strong say-on-pay support suggests investor acceptance of pay design, but monitor 2025 program outcomes and any discretionary actions .
- Retention risk: Relocation bonus, aircraft access, and sizeable equity package indicate strong retention intent; absence of employment/CIC agreements means separation terms remain discretionary—investors should monitor disclosed severance frameworks in future filings for changes .