Richard J. Westenberg
MASCO CORP /DE/About Richard J. Westenberg
Masco’s Vice President, Chief Financial Officer and Treasurer. Age 51; elected CFO effective October 16, 2023, and additionally Treasurer effective April 1, 2024 . Prior to Masco, he was CFO of GM North America, CFO of SAIC‑General Motors in China, and Corporate Treasurer of General Motors, bringing deep global finance, capital markets, and operating finance experience . Company performance under his finance leadership in 2024: operating profit increased 1% to $1,363M with operating margin up 50 bps to 17.4% amid softer demand; Masco repurchased ~10M shares for $751M and raised the dividend ~2% . Over the past decade, Masco delivered double‑digit EPS CAGR and ~14% TSR CAGR (company disclosure) .
Company revenue/EBITDA (recent years):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD Billions) | 7.967* | 7.828* |
| EBITDA ($USD Billions) | 1.525* | 1.522* |
| Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| General Motors Company | VP & CFO, GM North America | 2022–2023 | Led financial strategy and operations of GM’s largest region; oversight of FP&A, reporting, capital allocation . |
| SAIC‑General Motors | VP, Finance & CFO | 2018–2021 | Joint‑venture CFO in China; managed JV finance, capex, cash returns in complex regulatory environment . |
| General Motors Company | Corporate Treasurer | 2017–2018 | Ran global treasury; liquidity, funding, capital markets and risk management . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in Masco’s proxy . |
Fixed Compensation
| Element | 2024 Value |
|---|---|
| Base Salary | $746,750 |
| Target Bonus (% of salary) | 80% |
| Actual 2024 Cash Bonus | $525,700 (88% of target program) |
| Perquisites (Financial planning) | $10,000 |
| Profit sharing & 401(k) matching | $100,368 |
Performance Compensation
2024 Annual Performance Program (company-wide metrics; payout funds RSUs and cash)
| Metric | Weight | Target | Actual (as adjusted) | Payout contribution |
|---|---|---|---|---|
| Operating Profit (in $MM) | 75% | $1,379 | $1,372 | 73% |
| Net Sales (in $MM) | 25% | $7,972 | $7,828 | 15% |
| Total | — | — | — | 88% |
Individual outcomes (Westenberg):
- Cash bonus: $525,700; RSU award value: $525,487; total annual performance comp: $1,051,187 .
- Target opportunities: 80% of salary for cash bonus and 80% for RSUs .
- RSU vesting: equal installments over three years following grant .
Long‑Term Incentive Program (LTIP)
- 2022–2024 LTIP (EPS 60%, 3‑yr avg ROIC 40%): below threshold → no payout; Westenberg did not participate (joined in 2023) .
- 2024–2026 LTIP PRSUs (metrics: cumulative EPS 60%, 3‑yr avg ROIC 40%; relative TSR added beginning with 2023‑2025 cycles): Westenberg target grant 7,740 PRSUs on Feb 23, 2024 (valued at $74.94 per unit); actual shares earned range 0–200% at 12/31/2026 .
2024 Stock Options
| Grant date | Options (#) | Exercise price | Vesting | Expiration | Grant date fair value |
|---|---|---|---|---|---|
| Feb 16, 2024 | 24,470 | $73.16 | 1/3 per year over 3 years | Feb 16, 2034 | $580,086 |
Program design highlights:
- RSUs and options vest ratably over 3 years; PRSUs settle after 3‑year performance period .
- Clawback: mandatory recovery of incentive comp paid/granted in the 3 years prior to a restatement, regardless of misconduct; policy compliant with NYSE/Dodd‑Frank .
- No option repricing without shareholder approval; no excise tax gross‑ups on equity awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 20,849 shares; <1% of outstanding . |
| Shares acquirable by 3/1/2025 | 12,693 RSUs; 8,156 options/SARs . |
| Unvested RSUs (12/31/2024) | 38,080 units; market value $2,763,466 (at $72.57) . |
| Unearned PRSUs outstanding (12/31/2024) | 7,740 target units; market value $561,692 (at $72.57) . |
| Stock ownership guideline | CFO: 3x base salary; status: in compliance . |
| Hedging/pledging | Prohibited; no pledges approved . |
| Insider trading policy | Formal policy attached to 10‑K; blackout compliance . |
Vesting overhang / potential selling pressure:
- Options from 2/16/2024 vest in 2025–2027 (annual tranches); RSUs from the 2024 program were granted in Feb 2025 and will vest 2026–2028; PRSUs cliff‑settle after 12/31/2026 subject to performance . These staggered schedules create periodic liquidity windows and alignment via unvested equity at risk.
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None; at‑will . |
| Non‑compete / post‑termination | Equity award terms restrict competitive activities while holding awards and for one year thereafter . |
| Change‑in‑control (CIC) vesting | Double‑trigger (requires qualifying termination or no comparable replacement awards) . |
| Severance/CIC cash | No separate CIC agreements; no cash multiple disclosed for CFO . |
| CIC economic sensitivity (as of 12/31/2024) | Equity acceleration $2,763,466; BRP payments $66,213; Total $2,829,679; no excise tax reimbursement . |
| Clawback | Mandatory recovery upon financial restatement (no misconduct requirement) . |
Compensation Structure Analysis
- Pay mix and leverage: For non‑CEO NEOs (including CFO), ~75% of target compensation is performance‑based, emphasizing variable equity and annual incentives .
- Annual plan rigor: 2024 payout at 88% reflects strong margin execution (97% of OP target) despite a topline shortfall (63% of sales target), balancing growth and profitability .
- Long‑term alignment: 2022–2024 LTIP paid 0% (below threshold on EPS/ROIC), reinforcing performance discipline; Westenberg participates in 2024–2026 PRSUs tied to EPS/ROIC and relative TSR .
- Governance safeguards: No excise gross‑ups; no option repricing; hedging/pledging prohibited; robust clawback .
- Market positioning and peers: Target total compensation generally aimed at median of a peer group including SHW, ITW, SWK, PPG, FBIN, OC, TT, XYL, etc. .
Performance & Track Record (context during CFO tenure)
- 2024 execution: Operating profit +1% to $1,363M; operating margin +50 bps to 17.4%; $751M buybacks (~10M shares) and a ~2% dividend increase .
- Longer‑run shareholder outcomes: Company cites double‑digit EPS CAGR and ~14% TSR CAGR over the past decade .
- Pay‑versus‑performance sentiment: 2024 Say‑on‑Pay support was ~91% .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: ~91% in 2024, consistent with recent years .
- Shareholder engagement: Board engaged investors holding ~55% of shares, discussing governance, compensation, and ESG oversight .
Compensation Peer Group (for benchmarking)
- Peer group used for 2024 decisions: DOV, FTV, FBIN, ITW, LEG, MHK, NWL, OC, PNR, PPG, RPM, SNA, SWK, SHW, TT, WHR, XYL; target compensation around median .
Investment Implications
- Alignment and retention: Significant unvested RSUs (38,080 units; ~$2.76M) and PRSUs (7,740 target; ~$0.56M) plus recently granted options suggest strong retention hooks and alignment with shareholder value creation; CFO meets ownership guidelines (3x salary) and is subject to anti‑hedging/pledging and clawback policies .
- Performance sensitivity: A zero‑payout 2022–2024 LTIP indicates disciplined targets and macro headwinds; future realizable pay will be sensitive to EPS/ROIC and relative TSR delivery through 2026 .
- Supply technicals: Option tranches vest annually 2025–2027; 2024 RSUs granted in Feb 2025 vest 2026–2028; PRSUs settle after 2026—monitor for periodic Form 4 activity around these dates as potential flow catalysts .
- Governance risk low: No employment/CIC cash agreements, double‑trigger equity, no excise gross‑ups, and prohibition on pledging reduce governance and alignment risk .
- Execution watch‑items: With softer sales but improved profitability in 2024, focus on path to top‑line reacceleration while sustaining margin gains; LTIP metrics (EPS/ROIC and rTSR) set a clear hurdle for value creation .
Notes: Asterisked financials are from S&P Global. All other data are from Masco’s 2025 DEF 14A.
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