Lisa Payne
MASCO CORP /DE/About Lisa Payne
Independent Chair of Masco’s Board since 2021; age 66; director since 2006. Former Vice Chair and CFO of Taubman Centers and investment banker at Goldman Sachs, bringing deep finance, M&A, and risk management expertise to board leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taubman Centers, Inc. | Vice Chair | 2005–2016 | Senior board leadership; strategic oversight |
| Taubman Centers, Inc. | Chief Financial Officer | 2005–2015 | Led finance, reporting, capital allocation |
| Taubman Centers, Inc. | EVP & Chief Financial and Administrative Officer | 1997–2005 | Finance and administration leadership |
| Soave Real Estate Group | President | 2016–2017 | Led investment, development, acquisition strategy |
| Goldman, Sachs & Co. | Investment Banker | 1987–1997 | Acquisition/development financing; M&A advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation, Inc. | Director | Since 2015 | Public company board experience |
| J.C. Penney Company | Director | 2016–2020 | Retail governance experience |
| Taubman Centers, Inc. | Director | 1997–2016 | REIT/real estate board experience |
| Soave Enterprises, LLC | Chair of the Board | 2016–2017 | Private company board leadership |
Board Governance
- Role: Independent Chair; not currently serving on board committees .
- Prior committee leadership: Audit Committee Chair (2015–2021); Governance Committee Chair (2021–2022) .
- Chair responsibilities: Presides at board and independent director executive sessions; approves agendas; oversees strategic plan review; calls meetings of independent directors as needed .
- Independence: Classified as independent; 8 of 9 continuing directors expected to be independent post-July 2025 .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting; independent directors meet separately at least annually (chaired by Ms. Payne) .
- Shareholder engagement: Board engaged with holders representing ~55% of outstanding shares in 2024 across spring/fall outreach; feedback discussed by Compensation and Governance Committees .
- Governance reforms: Management proposals to eliminate certain supermajority requirements (proposal 4), modernize business combination restrictions with majority vote (proposal 5), and declassify board over three years (proposal 6) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non-employee directors |
| Chair of the Board cash retainer | $200,000 | Additional for Chair role |
| Committee chair retainers | Audit: $25,000; Comp: $20,000; Governance: $20,000 | Not applicable to Payne currently |
| Meeting fees | None | Permitted only for special cases (none paid in 2024) |
| 2024 cash fees earned (Payne) | $330,000 | Retainers earned in 2024 |
| Benefits/perquisites | Matching gifts up to $5,000; employee product rebates; spouse may accompany on company aircraft if space available | Standard for directors |
Performance Compensation
- Annual equity retainer: Restricted stock units with grant-date value of $180,000; vest in three equal installments over three years .
- 2024 equity (Payne): RSU grant-date fair value $180,052; total 2024 director compensation $510,052 .
- No performance-conditional metrics disclosed for director equity; RSU vesting is time-based .
Other Directorships & Interlocks
| External Board | Sector Overlap/Transaction Review | Independence / Conflict Status |
|---|---|---|
| Rockwell Automation, Inc. | Industrial automation; no MAS independence review item cited regarding Rockwell | No related-party transactions required to be disclosed for 2024 |
| J.C. Penney Company (prior) | Retail | Historical role; no current interlock impact |
| Taubman Centers, Inc. (prior) | Real estate/REIT | Historical role; no current interlock impact |
Board’s 2024 independence assessment specifically reviewed potential relationships for Denari (Brunswick), O’Herlihy (ITW), and Reddy (Domino’s); none for Payne were noted .
Expertise & Qualifications
- Finance and accounting: Substantial CFO and investment banking experience .
- M&A: Significant transaction execution and advisory background .
- Risk management: In-depth finance-driven risk oversight from prior CFO role .
- Board leadership: Independent Chair since 2021; prior Audit and Governance chair roles .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 34,976 | Includes 875 shares held in a trust |
| Ownership % of outstanding | <1% | As indicated by asterisk |
| Unvested RSUs (12/31/2024) | 5,494 | Director grant vesting pro rata over three years |
| Shares acquirable via options/RSUs by 3/1/2025 | None listed for Payne | Table shows none for Payne |
| Hedging/pledging | Prohibited; no approvals granted for directors | Policy bans hedging and pledging absent pre-approval; none approved |
| Director ownership guideline | 5x annual cash retainer within 5 years | Not inclusive of Chair retainer |
Governance Assessment
- Positives: Independent Chair structure enhances oversight and board independence; Payne presides over executive sessions of independent directors and agenda-setting, strengthening board effectiveness . Robust shareholder engagement (≈55% of outstanding) and strong say-on-pay support (91%) indicate investor confidence in governance and pay practices . No related-party transactions requiring disclosure in 2024; hedging/pledging prohibited for directors, reducing alignment risk .
- Oversight strength: Prior Audit and Governance chair experience contributes to financial acumen and governance rigor at the board leadership level .
- Watch items: Individual attendance percentage for Payne not disclosed (board-wide at least 75%); Chair not on standing committees may rely on committee chairs for detailed oversight, underscoring importance of effective committee coordination .
- Structural improvements: Board-sponsored proposals to eliminate supermajority voting, align business combination rules to majority standards, and declassify the board over three years are shareholder-friendly governance enhancements that should improve accountability and reduce entrenchment risk .
RED FLAGS: None disclosed specific to Payne—no related-party transactions, pledging, hedging, or independence concerns noted .