Richard A. Marshall
MASCO CORP /DE/About Richard A. Marshall
Richard A. Marshall, age 65, is Vice President, Masco Operating System (MOS) and has served as a Masco executive officer since 2021. He previously led service operations at Delta Faucet Company starting in 2003, with responsibility for global manufacturing, supply chain, and customer service—capabilities that underpin Masco’s continuous improvement program and margin discipline . The MOS has been a key lever for enterprise-wide efficiencies and margin expansion, per CFO commentary on Q2 2025 earnings, highlighting ongoing productivity, supply chain, logistics, and manufacturing improvements driven through the MOS framework . Company performance metrics that drive executive compensation include operating profit, net sales (annual program), and LTIP metrics of cumulative EPS, three-year average ROIC, and—beginning with 2023–2025—a relative TSR component versus the S&P 500 Consumer Durables Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Delta Faucet Company (Masco subsidiary) | Vice President, Service Operations | 2003–2021 | Led global manufacturing, supply chain, and customer service; foundational to Masco Operating System continuous improvement |
External Roles
- None disclosed in Masco’s proxy for Marshall; executive officer biography does not list external directorships or roles .
Fixed Compensation
- Marshall’s individual base salary, target bonus, and actual bonus are not separately disclosed in the Summary Compensation Table (which covers the CEO, CFO, Group Presidents, and General Counsel) .
- Company policy context:
- Executive pay mix emphasizes long-term, performance-based compensation; in 2024, other executive officers’ target compensation was ~75% performance-based .
- Base salaries for executive officers are reviewed against market medians with input from Semler Brossy; mix of RSUs and stock options is adjusted at Compensation Committee discretion .
Performance Compensation
| Metric | Weighting | Target | Actual (as adjusted) | Payout Contribution | Vesting |
|---|---|---|---|---|---|
| Operating Profit (in millions) | 75% | $1,379 | $1,372 | 73% | RSUs granted based on annual performance; RSUs vest in equal installments over 3 years |
| Net Sales (in millions) | 25% | $7,972 | $7,828 | 15% | RSUs vest in equal installments over 3 years |
| Total Annual Program Payout | — | — | — | 88% of target | RSUs vest 3 years; stock options generally granted annually and vest 3 years |
| LTIP 2022–2024 | — | EPS & 3-year avg ROIC | Below threshold | 0% (no PRSU payout) | PRSUs pay only if 3-year goals met (cap 200%) |
| LTIP 2023–2025, 2024–2026 | — | EPS, ROIC, plus relative TSR vs S&P Consumer Durables | In progress | N/A | PRSUs granted at start of 3-year period; payout contingent |
Equity Ownership & Alignment
- Stock ownership guideline: All other executive officers (i.e., non-CEO, non-CFO) must hold 2x base salary in Masco stock; counted holdings include direct shares and unvested RSUs (not options or PRSUs) .
- Compliance: Each executive officer has met the ownership requirement, except Imran Ahmad (who has three years from Feb 2023 to comply), implying Marshall meets the guideline .
- Hedging/Pledging: Prohibited for executive officers and directors; Governance Committee and Board have not approved any pledging arrangements .
- Clawback: Dodd-Frank-compliant policy requiring recovery of incentive compensation paid in the three-year period prior to a restatement trigger, irrespective of misconduct .
- Option Repricing: Prohibited without shareholder approval .
Employment Terms
- Employment/CIC Agreements: No employment agreements and no standalone change-in-control agreements for executive officers; executives are at-will .
- Double-Trigger Vesting on Change-in-Control: Unvested equity vests only if terminated at or within two years of the change-in-control, if the executive terminates for good reason, or if no comparable replacement awards are provided .
- Termination/Retirement Mechanics:
- Unvested RSUs, options, PRSUs are forfeited absent retirement eligibility or specific post-termination arrangements .
- Vested options remain exercisable for a limited period post-termination (30 days voluntary, 90 days involuntary; never beyond original expiration) .
- Retirement typically allows continued vesting of equity over remaining schedules, maintaining performance linkage after retirement .
- Non-compete: Executives may not engage in competitive activities while holding awards and for one year thereafter .
- Perquisites: Limited—personal use of company aircraft (mostly CEO), estate/financial planning up to $10,000/year, relocation benefits; defined contribution/401(k) with restoration plan access; defined benefit plans are frozen (pension values essentially fixed) .
Investment Implications
- Alignment: Marshall is described as a manufacturing/supply chain operator central to Masco’s Operating System; policy architecture (ownership guidelines, clawback, double-trigger CIC, no repricing, no hedging/pledging) supports pay-for-performance and shareholder alignment .
- Retention Risk: At-will employment and no CIC agreements increase flexibility for the company; three-year vesting and retirement continuation of vesting improve retention economics and mitigate abrupt departure risk .
- Trading Signals/Pressure: RSUs and options vest ratably over three years, creating predictable vesting events; prohibitions on hedging/pledging reduce leverage-related selling pressure; absence of individual Form 4 disclosures in proxy limits visibility into Marshall’s transactional cadence .
- Performance Linkage: Annual incentive driven 88% payout on OP and Net Sales, while 2022–2024 LTIP paid 0%, indicating tight calibration to multi-year value creation metrics; relative TSR introduced into LTIP heightens market-relative accountability .
- Operating Execution: MOS efficiencies cited by CFO as drivers of margin resilience amidst tariff/commodity headwinds suggest Marshall’s domain directly impacts profitability and cash generation trajectories .