Sandeep Reddy

About Sandeep Reddy

Sandeep Reddy, age 54, has served as an independent director of Masco Corporation since 2023 and is Executive Vice President and Chief Financial Officer of Domino’s Pizza, Inc. (since 2022) . He serves on Masco’s Audit Committee and Corporate Governance & Nominating Committee and is identified among Audit Committee members who are financially literate and qualify as “audit committee financial experts,” reinforcing strong finance oversight credentials . The Board determined he is independent and specifically reviewed immaterial purchases from Domino’s/franchises (~$12,000 in 2024), concluding no material interest and maintaining his independence . In 2024, Masco’s Board met six times and each director attended at least 75% of Board and applicable committee meetings; the Audit and Governance Committees each met five times, indicating a regular cadence of oversight engagement .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (financially literate and qualifying as an audit committee financial expert); Committee met 5x in 2024 .
• Committee assignments: Corporate Governance & Nominating Committee member; Committee met 5x in 2024 .
• Independence: Board determined he is independent; reviewed ~$12,000 Masco purchases from Domino’s/franchises (Domino’s 2024 revenue $4.7B) and found no material interest; independence maintained .
• Attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all then-serving directors attended the 2024 Annual Meeting .
• Re-election status: Class I director nominee for a term expiring at the 2028 Annual Meeting .

Fixed Compensation

Director compensation program structure (non-employee directors):

• Annual cash retainer: $130,000; no meeting fees; Chair of Board retainer $200,000; Committee Chair retainers: Audit $25,000, Compensation $20,000, Governance $20,000; no meeting fees paid in 2024 .
• Equity retainer: RSUs with grant date value $180,000; vest in three equal installments over three years; in May 2024, 2,490 RSUs were granted to each non-employee director .

Performance Compensation

Directors do not receive performance-based (metric-tied) equity; the annual director equity retainer is time-vested RSUs.

No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation; pay is a mix of cash retainer and time-vested RSUs .

Other Directorships & Interlocks

No other current public company directorships for Sandeep Reddy were disclosed in Masco’s 2025 proxy profile, unlike other directors where outside boards are listed explicitly .

Expertise & Qualifications

• Finance & accounting: Significant expertise from multiple CFO roles; responsible for planning, treasury, reporting, tax, accounting, IR at Domino’s .
• Risk management: CFO accountability for risk oversight, and leads Domino’s ESG efforts; Audit Committee financial expert designation at Masco .
• International business: Leadership roles in Europe and India; international supply chain oversight .
• Operations/leadership: ~30 years in global consumer-facing businesses; strategic and operational leadership .

Equity Ownership

Note: Individual compliance status with director ownership guidelines is not disclosed; guidelines and prohibitions apply to directors generally .

Governance Assessment

Positive signals

• Independence affirmed with explicit related-party review: purchases from Domino’s/franchises (~$12,000) deemed immaterial; independence maintained .
• Strong finance oversight: Audit Committee member qualifying as an “audit committee financial expert”; Audit and Governance committees active (5 meetings each in 2024) .
• Engagement: All directors attended the 2024 Annual Meeting; each director attended at least 75% of their meetings; Board met 6 times in 2024 .
• Shareholder-aligned governance reforms: Board is asking stockholders to eliminate supermajority voting requirements, replace legacy business-combination restrictions with a Section 203 mirror at a majority vote, and declassify the Board over three years—generally shareholder-friendly moves .
• Shareholder support on pay: 91% support on 2024 say-on-pay indicates broad approval of compensation governance .

Watch items / potential risks

• Alignment via ownership: As of 12/31/2024 Reddy beneficially owned 0 MAS shares; while he holds unvested RSUs (4,910), the lack of currently owned shares may be viewed as a modest alignment gap until vesting and accumulation toward the 5x retainer guideline occur .
• External time commitments: Senior operating CFO role at Domino’s could constrain bandwidth; however, Masco’s director commitments framework requires notification and Governance Committee review for outside boards (and Board reports attendance of at least 75%) .
• Related-party exposure is currently minimal (Domino’s ~$12,000 purchases); continued monitoring appropriate should volumes change materially .

Director Compensation (Detail for 2024)

Unvested director RSUs at 12/31/2024: 4,910 units .

Attendance & Independence Snapshot

Say-on-Pay & Shareholder Feedback Context

• Say-on-pay support: 91% approval at 2024 Annual Meeting, consistent with recent years .
• Shareholder engagement: Board engaged shareholders holding ~55% of outstanding shares in spring/fall 2024 on governance and ESG oversight .

While say-on-pay addresses executive compensation, it signals broader investor comfort with governance practices relevant to board oversight quality .

Summary

• Reddy brings deep CFO-caliber finance, risk, and international operating expertise; he is an independent director serving on two core governance committees with clear evidence of engagement and financial oversight capability .
• Compensation and ownership alignment are standard for Masco directors (cash retainer + time-vested RSUs; 5x retainer ownership guideline), with current beneficial ownership at zero and 4,910 unvested RSUs—worth monitoring for progression toward guideline over the 5-year window .
• Related-party exposure via Domino’s purchases is currently immaterial and disclosed; independence preserved, but remains a routine monitoring point for conflicts .
• Overall governance trajectory at Masco (declassification, supermajority elimination, modernized business-combination provisions) is shareholder-friendly and supports investor confidence in board effectiveness .