Kenneth G. Cole
MASCO CORP /DE/About Kenneth G. Cole
Vice President, General Counsel and Secretary at Masco Corporation since 2013; joined Masco in 2004 and held roles in the legal department including Senior Assistant General Counsel and Director of Commercial Legal Affairs before his election as an executive officer in 2013. Age 59; executive officer since 2013 . Masco’s recent performance context for pay alignment: operating profit increased 1% to $1,363M in 2024 despite softer sales and margin improved to 17.4% ; the Compensation Committee reviewed pay-performance with TSR at the 65th percentile of peers over the three years ending 12/31/2023 .
Masco performance (for alignment context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 8,680,000,000 | 7,967,000,000 | 7,828,000,000 |
| Operating Income ($USD) | 1,323,000,000 | 1,376,000,000* | 1,372,000,000 |
| EBITDA ($USD) | 1,468,000,000* | 1,525,000,000* | 1,522,000,000 |
| Diluted EPS – Continuing Ops ($USD) | 3.63 | 4.02 | 3.76 |
| Values marked with * retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Masco Corporation | Senior Assistant General Counsel; Director of Commercial Legal Affairs | 2004–2013 | Supported commercial legal affairs and risk management prior to elevation to GC/Secretary |
| Masco Corporation | Vice President, General Counsel and Secretary | 2013–present | Oversees corporate legal, governance, and Secretary functions; signs corporate communications and manages governance processes |
External Roles
None disclosed in Masco’s proxy or SEC filings for Kenneth G. Cole .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 525,081 | 569,530 | 604,630 |
| Target Bonus % of Salary | 65% | 70% | 70% |
| Actual Cash Bonus ($) | — | 567,400 | 376,900 |
| Stock Awards ($) | 332,100 | 944,128 | 784,907 |
| Option/SAR Awards ($) | 331,925 | 344,310 | 407,980 |
| All Other Compensation ($) | 30,500 | 78,062 | 102,150 |
| Total ($) | 1,219,606 | 2,503,430 | 2,276,567 |
Performance Compensation
Annual Incentive Program – 2024 (Company-wide metrics; Cole participated at 70% target opportunity)
| Metric | Weight | Target | Actual (as adjusted) | Payout Contribution |
|---|---|---|---|---|
| Operating Profit (in $M) | 75% | 1,379 | 1,372 | 73% |
| Net Sales (in $M) | 25% | 7,972 | 7,828 | 15% |
| Total Performance % | — | — | — | 88% |
| Cole’s resulting awards: cash bonus $376,900 and RSU grant value $377,233, each based on 88% performance factor; RSUs vest ratably over three years . |
Annual Incentive Program – 2023 (included DE&I modifier)
| Metric | Weight | Target | Actual (as adjusted) | Payout Contribution |
|---|---|---|---|---|
| Operating Profit (in $M) | 70% | 1,200 | 1,358 | 106% |
| Net Sales (in $M) | 20% | 8,060 | 7,939 | 14% |
| Working Capital as % of Sales | 10% | 18.5% | 18.5% | 10% |
| Financial Performance % | — | — | — | 130% |
| DE&I Modifier | — | — | — | 107% |
| Total Performance % | — | — | — | 139% |
| Cole’s awards: cash bonus $567,400 and RSU grant value $567,722 (earned under AIP) . |
Long-Term Incentive Program (LTIP)
- 2022–2024 LTIP (EPS 60%, ROIC 40%) paid 0% (below threshold on both metrics) .
- 2024–2026 LTIP PRSUs: Cole target grant 5,440 PRSUs on 2/23/2024 (closing price $74.94); payout 0–200% based on three-year goals; vesting subject to performance; relative TSR added in programs starting 2023 .
2024 Option Grant (time-based)
| Grant Date | Options (#) | Exercise Price ($) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2/16/2024 | 17,210 | 73.16 | 3-year ratable vesting | 407,980 |
Equity Ownership & Alignment
- Beneficial ownership: 213,135 shares of common stock as of 12/31/2024 (less than 1% of voting power) .
- Unvested RSUs: 10,960; PRSUs outstanding: 18,510 (across 2022–2024, 2023–2025, 2024–2026 cycles) .
- Shares acquirable by 3/1/2025: 5,786 upon RSU vesting and 181,329 via stock options/SAR exercises .
- Stock ownership guidelines: “All other executive officers” must hold 2x base salary; Cole is in compliance per annual review .
- Hedging/pledging: prohibited; no pledges approved .
Cole’s outstanding options by grant (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 02/10/2017 | 27,790 | — | 33.75 | 02/10/2027 |
| 02/09/2018 | 24,110 | — | 42.13 | 02/09/2028 |
| 02/07/2019 | 27,576 | 6,894 | 35.52 | 02/07/2029 |
| 02/11/2020 | 29,330 | — | 47.53 | 02/11/2030 |
| 02/09/2021 | 15,787 | 7,893 | 56.29 | 02/09/2031 |
| 02/08/2022 | 7,547 | 15,093 | 59.15 | 02/08/2032 |
| 02/13/2023 | — | 20,360 | 56.56 | 02/13/2033 |
| 02/16/2024 | — | 17,210 | 73.16 | 02/16/2034 |
Insider trading pattern (selling pressure)
| Date | Transaction | Shares | Price ($) | Source |
|---|---|---|---|---|
| 9/10/2024 | Sale | 18,750 | 78.28 | |
| 9/10/2024 | Sale | 19,064 | 78.35 | |
| 2/22/2024 | Sale | 15,000 | — | |
| 2/22/2024 | Sale | 21,210 | — | |
| 12/04/2023 | Sale | 27,043 | — | |
| 06/07/2023 | Sale | 10,000 | — | |
| SEC Form 4 reference for 9/10/2024 filing: reporting owner “Cole Kenneth G.” (weighted average pricing disclosure) . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreements | None; executives are at-will |
| Severance | Discretionary arrangements possible at company’s option (e.g., continued vesting; claim release; non-compete), not formula multiples |
| Non-compete / non-solicit | Equity award terms restrict competitive activities during award holding and for one year thereafter |
| Clawback | Dodd-Frank/NYSE-compliant clawback on incentive comp for restatements (3-year lookback) |
| Change-of-control vesting | Double-trigger (termination/good reason/no replacement award) for unvested equity |
| Hedging / pledging | Prohibited; pre-approval required for any margin/pledge (none approved) |
| Tax gross‑ups | Excise tax gross‑ups prohibited for equity; BRP provides excise reimbursement mechanics but no amounts currently due |
Change-of-control economics (illustrative values as of 12/31/2024)
| Component | Value ($) |
|---|---|
| Equity vesting (Cole) | 1,113,952 |
| BRP payments | 671,665 |
| Cash severance | — (none disclosed) |
Compensation Structure Details
- Program design: Significant “at-risk” pay; annual cash and RSU awards tied to operating profit and net sales; LTIP PRSUs tied to cumulative EPS, ROIC, and relative TSR (added starting 2023) .
- RSU vesting: three equal installments over three years; stock options also vest ratably over three years .
- Ownership guidelines: CEO 6x; CFO 3x; other execs 2x; reviewed annually, Cole meets guidelines .
- Risk and governance: No option repricing without shareholder approval; compensation risk assessment indicates programs not likely to create material adverse risk .
Compensation Peer Group (benchmarking)
Peer group includes: Dover (DOV), Fortive (FTV), Fortune Brands Innovations (FBIN), Illinois Tool Works (ITW), Leggett & Platt (LEG), Mohawk (MHK), Newell (NWL), Owens Corning (OC), Pentair (PNR), PPG (PPG), RPM (RPM), Snap‑on (SNA), Stanley Black & Decker (SWK), Sherwin‑Williams (SHW), Trane (TT), Whirlpool (WHR), Xylem (XYL) .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2024 | 91% |
| 2023 | 92% |
| Masco regularly engages shareholders; 2024 outreach to holders of ~55% of outstanding shares with feedback integrated into committee deliberations . |
Related Party Transactions & Red Flags
- Related party transactions: None required to be described in 2024 or 2025 proxies .
- Prohibitions: Hedging/pledging prohibited; no option repricing; no employment/change‑in‑control agreements; excise tax gross‑ups prohibited for equity .
- Governance updates: Management proposed charter/bylaw amendments to remove supermajority provisions and modernize business combination restrictions (stockholder-friendly) .
Expertise & Qualifications
Corporate legal leadership and governance expertise; serves as Secretary and oversees Board process and communications (e.g., Notice of Annual Meeting signed by Cole) . No education degrees disclosed in Masco filings .
Work History & Career Trajectory
| Organization | Role | Tenure |
|---|---|---|
| Masco Corporation | Vice President, General Counsel and Secretary | 2013–present |
| Masco Corporation | Senior Assistant General Counsel; Director of Commercial Legal Affairs | 2004–2013 |
Investment Implications
- Alignment: High proportion of at‑risk pay; RSUs earned only when annual performance is achieved; LTIP tied to EPS/ROIC/TSR fosters long‑term value creation .
- Retention risk: No fixed employment or change‑in‑control agreements; equity vests on double‑trigger, and award terms restrict competitive activity, supporting retention while limiting guaranteed payouts .
- Selling pressure: Cole has shown periodic open‑market sales (e.g., multiple tranches in Sept‑2024 and Feb‑2024), suggesting potential event‑timed liquidity; monitor blackout windows and award vesting calendars for flow‑through supply .
- Pay‑performance: With 2024 operating profit improvement and margin expansion, the AIP paid below prior year (88% vs. 139% in 2023), and 2022–2024 LTIP paid 0%, indicating discipline in variable pay outcomes when multi‑year targets are not met .