DEF 14A of Sherwin Williams Co, Mar 6, 2024

DEF 14A of Sherwin Williams Co

Filed Mar 6, 2024 · FY20230001193125-24-060015

Open on EDGAR

  1. Agenda

    | 64 | Estimated Payments Upon Termination or Change in Control Table | | 65 | 2023 CEO Pay Ratio | | 66 | Pay Versus Performance | | 70 | Proposal 3 — Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm | | 71 | Matters Relating to the Independent Registered Public Accounting Firm | | 72 | Audit Committee Report | | 73 | Proposal 4 — Shareholder Proposal to Adopt a Simple Majority Vote | | 76 | Other Matters | | 76 | Equity Compensation Plan Information | | 77 | Security Ownership of Management, Directors, and Director Nominees | | 78 | Security Ownership of Certain Beneficial Owners | | 79 | Internet Availability of Proxy Materials | | 79 | Eliminating Duplicate Mailings | | 79 | 2023 Annual Report | | 79 | Questions and Answers About the Annual Meeting | | 83 | Shareholder Proposals for the 2025 Annual Meeting | | A-1 | Appendix A — Calculation of Non-GAAP Financial Measures |

  2. Our Director Nominees

    Our Director Nominees The following table provides summary information about each of our director nominees. Directors are elected annually by a majority of votes cast.

  3. Our Director Nominees

    | | | | | | COMMITTEES | | | | Name and Principal Occupation | | Director Since | Independent | AC | CMDC | NCGC | Other Public Company Boards | | | Kerrii B. Anderson Retired, Former CEO & President, Wendy’s International, Inc. | 2019 | ● | | C | ● | 3 | | | Arthur F. Anton Retired, Former Chairman & CEO, Swagelok Company | 2006 | ● | F | | | 3 | | | Jeff M. Fettig Retired, Former Chairman & CEO, Whirlpool Corporation | 2019 | ● L | C,F | | ● | 1 | | | John G. Morikis Executive Chairman, The Sherwin-Williams Company | 2015 | | | | | 2* | | | Heidi G. Petz President and CEO, The Sherwin-Williams Company | 2023 | | | | | 1 | | | Christine A. Poon Retired, Former Vice Chairman, Johnson & Johnson | 2014 | ● | | ● | | 3 | | | Aaron M. Powell CEO, Pizza Hut Division, Yum! Brands, Inc. | 2021 | ● | | ● | | 0 | | | Marta R. Stewart Retired, Former Executive VP & CFO, Norfolk Southern Corporation | 2021 | ● | F | | | 1 | | | Michael H. Thaman Retired, Former Chair & CEO, Owens Corning | 2017 | ● | F | | | 1 | | | Matthew Thornton III Retired, Former Executive VP & COO, FedEx Freight, FedEx Corporation | 2014 | ● | ● | | C | 1 | | | Thomas L. Williams Retired, Former Chairman & CEO, Parker-Hannifin Corporation | 2023 | ● | | ● | | 2 | | AC = Audit Committee | | C = Committee Chair | | | | | | | CMDC = Compensation and Management Development Committee | | F = Financial Expert | | | | | | | NCGC = Nominating and Corporate Governance Committee | | L = Lead Independent Director | | | | | |

  4. Our Director Nominees

    | * On January 12, 2024, Fortune Brands Innovations, Inc. announced that Mr. Morikis will retire from its Board of Directors in May 2024, upon the expiration of his current term. |

  5. Our Director Nominees

    | | 5 |

  6. Director Biographies

    Director Biographies

  7. Director Biographies

    | Retired, Former Chief Executive Officer and President, Wendy’s International, Inc. Director since: 2019 Age: 66 Committees: Compensation Committee (Chair) Nominating Committee | Kerrii B. Anderson Ms. Anderson served as Chief Executive Officer and President of Wendy’s International, Inc. (restaurant operating and franchising company n/k/a The Wendy’s Company) from November 2006 until September 2008 when Wendy’s merged with a subsidiary of Triarc Companies, Inc. to form Wendy’s/Arby’s Group, Inc. Ms. Anderson joined Wendy’s in September 2000, serving as Interim Chief Executive Officer and President from April 2006 to November 2006, and Executive Vice President and Chief Financial Officer from September 2000 to April 2006. Prior to joining Wendy’s, Ms. Anderson served as Senior Vice President and Chief Financial Officer of M/I Schottenstein Homes, Inc. (n/k/a M/I Homes, Inc.) from September 1987 to September 2000. Ms. Anderson has been a private investor and board advisor since 2008. Ms. Anderson is a director of Laboratory Corporation of America Holdings (NYSE: LH), Worthington Industries, Inc. (NYSE: WOR), and Abercrombie & Fitch Co. (NYSE: ANF). Qualifications. Ms. Anderson has a strong record of leadership in operations, strategy, finance, and talent management as a result of her experience serving as Chief Executive Officer and President and Chief Financial Officer of Wendy’s. Ms. Anderson also has significant expertise in the areas of accounting and financial reporting, corporate finance, corporate governance, and executive compensation through her service on other large public company boards. This breadth of experience enables Ms. Anderson to advise our Board on a variety of matters relevant to Sherwin-Williams’ global operations and business strategy. |

  8. Director Biographies

    | 22 | 2024 Proxy Statement |

  9. Director Biographies

    | Retired, Former Chairman and Chief Executive Officer, Swagelok Company Director since: 2006 Age: 66 Committees: Audit Committee | Arthur F. Anton Mr. Anton served as Chairman and Chief Executive Officer of Swagelok Company (manufacturer and provider of fluid system products and services) until his retirement in December 2019. Mr. Anton assumed the role of Chief Executive Officer of Swagelok in January 2004 and Chairman in October 2017. Mr. Anton joined Swagelok as Chief Financial Officer in August 1998 and held various other senior leadership positions during his tenure, including President from January 2001 to October 2017, Chief Operating Officer from January 2001 to January 2004, and Executive Vice President from July 2000 to January 2001. Mr. Anton is a director of Diebold Nixdorf, Incorporated (NYSE: DBD), Non-Executive Chairman of SunCoke Energy, Inc. (NYSE: SXC), and Lead Independent Director of Olympic Steel, Inc. (Nasdaq: ZEUS). He is also a member of the Advisory Board of Union Home Mortgage Corp. Qualifications. Mr. Anton brings significant domestic and international manufacturing and distribution experience to the Board. Mr. Anton gained significant financial expertise and experience in a manufacturing and distribution setting through serving on the audit committee of various other public company boards, as a former partner of Ernst & Young LLP and as the former Chief Financial Officer of Swagelok. This breadth of knowledge and experience provide him with a unique perspective on Sherwin-Williams’ business and operations. |

  10. Director Biographies

    | Retired, Former Chairman of the Board and Chief Executive Officer, Whirlpool Corporation Lead Director since 2023 Director since: 2019 Age: 67 Committees: Audit Committee (Chair) Nominating Committee | Jeff M. Fettig Mr. Fettig served as Executive Chairman of the Board of Whirlpool Corporation (world’s leading major home appliance company) from October 2017 until his retirement in December 2018. Mr. Fettig served as Chairman of the Board and Chief Executive Officer of Whirlpool from July 2004 to October 2017. Mr. Fettig joined Whirlpool in June 1981 and held numerous leadership positions of increasing responsibility, including President and Chief Operating Officer from June 1999 to July 2004, and Executive Vice President, Whirlpool and President, Whirlpool Europe and Asia from 1994 to June 1999. Mr. Fettig is a director of Dow Inc. (NYSE: DOW) and a director of Kohler Company. Mr. Fettig also serves as a director of the Indiana University Foundation. Mr. Fettig is a former director of DowDuPont Inc. Qualifications. Through his long tenure as Chairman and Chief Executive Officer and his experience in various other key leadership positions with Whirlpool over 37 years, Mr. Fettig gained significant knowledge of global business operations and end markets and the manufacturing, marketing, sales, and distribution of consumer products worldwide. This extensive experience and breadth of knowledge enable him to provide our Board with a unique, independent perspective on Sherwin-Williams’ business strategy, growth, and operations and the issues and opportunities facing complex, global companies. |

  11. Director Biographies

    | | 23 |

  12. Director Biographies

    | Executive Chairman, Sherwin-Williams Director since: 2015 Age: 60 Committees: None | John G. Morikis Mr. Morikis has served as Chairman of Sherwin-Williams since January 2017, serving as Executive Chairman since January 2024. Mr. Morikis previously served as Chief Executive Officer of Sherwin-Williams from January 2016 to January 2024, President from March 2021 to March 2022 and October 2006 to March 2019, Chief Operating Officer from October 2006 to January 2016, and President, Paint Stores Group from October 1999 to October 2006. Mr. Morikis joined Sherwin-Williams in 1984 as a management trainee in the Paint Stores Group. Mr. Morikis is a director of Fortune Brands Innovations, Inc.* (NYSE: FBIN) and General Mills, Inc. (NYSE: GIS). Mr. Morikis also serves as Chairman of the Board of Directors of University Hospitals Health System, Inc. and a director and former Chair of the Policy Advisory Board of the Joint Center for Housing Studies of Harvard University. Qualifications. Mr. Morikis has been with Sherwin-Williams for 39 years, including eight years as Chief Executive Officer. He currently serves as Sherwin-Williams’ Executive Chairman. His vast operating and leadership experience with Sherwin-Williams has provided him with significant, in-depth knowledge of the paint and coatings industry, as well as unique insight into the opportunities and challenges facing Sherwin-Williams. The Board benefits from his broad operating, manufacturing, retail, marketing, strategic planning, and international experience. * On January 12, 2024, Fortune Brands Innovations, Inc. announced that Mr. Morikis will retire from its Board of Directors in May 2024, upon the expiration of his current term. |

  13. Director Biographies

    | President and Chief Executive Officer, Sherwin-Williams Director since: 2023 Age: 49 Committees: None | Heidi G. Petz Ms. Petz has served as President and Chief Executive Officer of Sherwin-Williams since January 2024. Ms. Petz previously served as President and Chief Operating Officer of Sherwin-Williams from March 2022 to January 2024, President, The Americas Group from March 2021 to March 2022, Senior Vice President, Marketing, The Americas Group from November 2020 to March 2021, and President, Consumer Brands Group from September 2020 to November 2020. Also within the Consumer Brands Group, Ms. Petz served as President & General Manager, Retail North America from March 2019 to September 2020 and Senior Vice President, Marketing from June 2017 to March 2019. Ms. Petz joined the Company in June 2017 in connection with the Valspar acquisition. Ms. Petz is a director of Ulta Beauty, Inc. (Nasdaq: ULTA). She also serves on the Board of Directors of University Hospitals Health System, Inc. and the Policy Advisory Board of the Joint Center for Housing Studies of Harvard University. Qualifications. Since joining the Company, Ms. Petz has been an invaluable member of Sherwin-Williams’ leadership team, leading the Company’s global businesses through some of the most challenging periods in its history. Ms. Petz’s past leadership experiences at other large public companies in the consumer/retail industry, including Target Corporation and Newell Rubbermaid, combined with her extensive knowledge of the coatings industry and her unique insight of Sherwin-Williams gained through her leadership of global operations, strategy and innovation at the Company, allows her to bring to the Board informed and relevant perspective and viewpoints on Sherwin-Williams’ operations and strategic opportunities around the world. |

  14. Director Biographies

    | 24 | 2024 Proxy Statement |

  15. Director Biographies

    | Retired, Former Vice Chairman, Johnson & Johnson Director since: 2014 Age: 71 Committees: Compensation Committee | Christine A. Poon Ms. Poon served as Executive in Residence at The Max M. Fisher College of Business at The Ohio State University from September 2015 until March 2020. Ms. Poon joined Ohio State in April 2009, serving as Dean and John W. Berry, Sr. Chair in Business at The Max M. Fisher College of Business until October 2014 and as Professor of Management and Human Resources at The Max M. Fisher College of Business from October 2014 to September 2015. Prior to joining Ohio State, Ms. Poon spent eight years at Johnson & Johnson until her retirement in March 2009, most recently as Vice Chairman beginning January 2005 and Worldwide Chairman, Pharmaceuticals Group beginning August 2001. Ms. Poon also served as a director of Johnson & Johnson. Prior to joining Johnson & Johnson, Ms. Poon held various senior leadership positions at Bristol-Myers Squibb Company over a period of 15 years, most recently as President, International Medicines Group, and President, Medical Devices Group. Ms. Poon is Lead Independent Director of Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN), and a director of Prudential Financial, Inc. (NYSE: PRU) and Neurocrine Biosciences, Inc. (Nasdaq: NBIX). She is a former director of Decibel Therapeutics, Inc. (Nasdaq: DBTX) and a former member and Vice-Chairwoman of the Supervisory Board of Koninklijke Philips N.V. (NYSE: PHG). Qualifications. Ms. Poon has extensive strategic and operational leadership skills due to her over 20 years of experience at Johnson & Johnson and Bristol-Myers Squibb. Ms. Poon brings significant sales and marketing expertise in domestic and international markets to the Board, providing a valuable perspective on Sherwin-Williams’ worldwide commercial operations. |

  16. Director Biographies

    | Chief Executive Officer, Pizza Hut Division, Yum! Brands, Inc. Director since: 2021 Age: 52 Committees: Compensation Committee | Aaron M. Powell Mr. Powell has served as Chief Executive Officer, Pizza Hut Division of Yum! Brands, Inc. (global restaurant company) since September 2021. Prior to joining Yum! Brands, Mr. Powell served as President, Asia-Pacific Consumer Business of Kimberly-Clark Corporation (global manufacturer and marketer of personal care, consumer tissue, and other household and professional products) from March 2020 to September 2021. Mr. Powell joined Kimberly-Clark in September 2007 and held various other leadership positions of increasing responsibility, including President, Kimberly-Clark Professional from May 2018 to February 2020, President, Kimberly-Clark Europe, Middle East & Africa (EMEA) from April 2018 to May 2018, President, Kimberly-Clark Professional, North America from December 2015 to April 2018, Vice President and Managing Director, Central & Eastern Europe from January 2014 to December 2015, and additional leadership roles within Kimberly-Clark’s EMEA and North Asia operations. Prior to joining Kimberly-Clark, Mr. Powell spent four years with Bain & Company (global management consulting firm), including as a Manager in its Consumer Practice, and eight years with The Procter & Gamble Company, where he began his career. Qualifications. Mr. Powell brings relevant leadership and international operations, sales, and marketing experience from a global consumer and professional products company to the Board. Through his broad range of leadership positions, including his current role as Chief Executive Officer, Pizza Hut Division at Yum! Brands, Mr. Powell has gained significant knowledge of global markets and operations and extensive sales, marketing, and digital expertise in domestic and international markets. This breadth of experience will enable him to provide the Board with a valuable perspective on Sherwin-Williams’ global operations, sales and marketing, and other business matters. |

  17. Director Biographies

    | | 25 |

  18. Director Biographies

    | Retired, Former Executive Vice President and Chief Financial Officer, Norfolk Southern Corporation Director since: 2021 Age: 66 Committees: Audit Committee | Marta R. Stewart Ms. Stewart served as Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation (U.S. premier transportation company and major transporter of industrial products, forest and consumer products, chemicals, and metals, and construction materials) from November 2013 until her retirement in August 2017. Ms. Stewart joined Norfolk Southern in 1983 and held various additional accounting and finance positions of increasing responsibility, including Vice President and Treasurer from April 2009 to November 2013 and Vice President, Controller and Principal Accounting Officer from December 2003 to April 2009. Prior to joining Norfolk Southern, Ms. Stewart spent over four years at Peat Marwick (a predecessor to KPMG International Limited), where she began her career. Ms. Stewart is a director of Simon Property Group, Inc. (NYSE: SPG). She is a former director of Raytheon Company (formerly NYSE: RTN). Qualifications. Ms. Stewart brings extensive financial and strategic leadership experience to the Board. Through her 33-year career at a premier transportation and distribution company, Ms. Stewart gained extensive financial expertise and significant knowledge of strategic planning, capital markets, and accounting systems and controls that enable her to provide the Board with a meaningful perspective on matters relevant to Sherwin-Williams’ business strategy and operations. |

  19. Director Biographies

    | Retired, Former Chair and Chief Executive Officer, Owens Corning Director since: 2017 Age: 60 Committees: Audit Committee | Michael H. Thaman Mr. Thaman served as Executive Chair of Owens Corning (developer, manufacturer, and marketer of insulation, roofing, and fiberglass composites) from April 2019 to March 2020. Mr. Thaman joined Owens Corning in 1992 and held a variety of other senior leadership positions, including Chief Executive Officer of Owens Corning from December 2007 until April 2019, Chair of Owens Corning beginning in 2002, President of Owens Corning from December 2007 to August 2018, and Chief Financial Officer from April 2000 until December 2007. Mr. Thaman is a director of L’Air Liquide S.A. (Euronext Paris Stock Exchange; EPA: Al), Kohler Company and UL Solutions Inc. Mr. Thaman also served as Chief Executive Officer of UBQ Materials Inc. (developer of advanced materials made from organic and unrecyclable waste) from March 2020 until December 2020. He is a former director of Owens Corning (NYSE: OC). Qualifications. Mr. Thaman brings relevant operational experience leading and managing a global manufacturing company to the Board. The Board benefits from Mr. Thaman’s deep and unique understanding of the residential, construction, and industrial markets. Through serving in a variety of leadership roles at Owens Corning during a 28-year career, Mr. Thaman gained significant knowledge of global markets, operations, finance, and business strategy, which enables him to advise our Board on a variety of matters relevant to Sherwin-Williams’ operations and business strategy. |

  20. Director Biographies

    | 26 | 2024 Proxy Statement |

  21. Director Biographies

    | Retired, Former Executive Vice President and Chief Operating Officer, FedEx Freight, FedEx Corporation Director since: 2014 Age: 65 Committees: Audit Committee Nominating Committee (Chair) | Matthew Thornton III Mr. Thornton served as Executive Vice President and Chief Operating Officer of FedEx Freight, a subsidiary of FedEx Corporation (global transportation, business services, and logistics company), from May 2018 until his retirement in November 2019. Mr. Thornton joined FedEx Corporation in November 1978 and held various management positions of increasing responsibility with the company, including Senior Vice President, US Operations, FedEx Express from September 2006 to May 2018, Senior Vice President – Air, Ground & Freight Services, FedEx Express from July 2004 to September 2006, and Vice President – Regional Operations (Central Region), FedEx Express from April 1998 to July 2004. Mr. Thornton is a director of Crown Castle International Corp. (NYSE: CCI) and a member of the Boards of Directors/Trustees of registered investment companies in the Nuveen fund complex. Mr. Thornton is also a member of The Executive Leadership Council. Qualifications. Mr. Thornton brings extensive management and leadership experience from a large multinational company to the Board. Through his broad range of positions at FedEx Corporation during a career exceeding 41 years, Mr. Thornton gained significant strategic operations expertise and logistics management experience. Mr. Thornton also has experience in corporate governance and executive compensation through his service on other public company and mutual fund complex boards. This breadth of experience enables him to provide the Board with a meaningful perspective on Sherwin-Williams’ global operations, strategy and business matters. |

  22. Director Biographies

    | Retired, Former Chairman and Chief Executive Officer, Parker-Hannifin Corporation Director since: 2023 Age: 65 Committees: Compensation Committee | Thomas L. Williams Mr. Williams served as Chairman of the Board of Parker-Hannifin Corporation (leading worldwide manufacturer of motion and control technologies and systems) from January 2016 until his retirement in January 2024, serving as Executive Chairman from January 2023 to January 2024. He also served as Chief Executive Officer of Parker-Hannifin from February 2015 to January 2023, Executive Vice President from August 2008 to February 2015 and Operating Officer from November 2006 to February 2015. Prior to joining Parker-Hannifin in 2003, Mr. Williams spent 22 years at General Electric Company, where he held key management positions in several business groups. Mr. Williams is a director of The Goodyear Tire & Rubber Company (Nasdaq: GT) and Veralto Corporation (NYSE: VLTO). He is a former director of Parker-Hannifin Corporation (NYSE: PH) and Chart Industries, Inc. (NYSE: GTLS). Qualifications. Mr. Williams brings more than 30 years of global experience in the industrial sector to the Board. He gained broad international operations experience and particular expertise on complex and cyclical businesses, as well as extensive knowledge of manufacturing, distribution, logistics and innovation, through his service in executive-level positions at both Parker-Hannifin and General Electric. Mr. Williams’ extensive and diverse operations expertise enables him to provide a valuable perspective on Sherwin-Williams’ global operations and business strategy. |

  23. Director Biographies

    | | 27 |

  24. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth information regarding the compensation of our independent, non-management directors for 2023.

  25. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(2,3) | Stock Awards ($)(4,5) | All Other Compensation ($)(6) | Total ($) | | Kerrii B. Anderson | 155,000 | 164,938 | 7,000 | 326,938 | | Arthur F. Anton | 130,000 | 164,938 | 4,000 | 298,938 | | Jeff M. Fettig | 184,519 | 164,938 | 7,000 | 356,457 | | Richard J. Kramer(1) | 44,918 | 164,938 | 4,000 | 213,856 | | Christine A. Poon | 130,000 | 164,938 | 4,000 | 298,938 | | Aaron M. Powell | 130,000 | 164,938 | 4,000 | 298,938 | | Marta R. Stewart | 130,000 | 164,938 | 6,606 | 301,544 | | Michael H. Thaman | 130,000 | 164,938 | 7,000 | 301,938 | | Matthew Thornton III | 144,011 | 164,938 | 4,000 | 312,949 | | Thomas L. Williams | 65,000 | 188,494 | 7,000 | 260,494 | | Steven H. Wunning(1) | 49,409 | 164,938 | 4,000 | 218,347 |

  26. 2023 Director Compensation Table

    | (1) Messrs. Kramer and Wunning retired as directors at the end of their terms at the 2023 annual meeting on April 19, 2023. Their fees were prorated for the portion of the year they served on our Board. |

  27. 2023 Director Compensation Table

    | (2) Amounts reflect the annual Board retainer, the annual retainer for the Lead Director, and the annual retainers for committee Chairs. |

  28. 2023 Director Compensation Table

    | (3) Mses. Anderson and Poon and Messrs. Kramer, Thaman, Williams, and Wunning deferred the payment of fees under our Director Deferred Fee Plan. Cash amounts deferred into vested stock units under our Director Deferred Fee Plan during 2023 were as follows: Ms. Anderson ($38,750), Mr. Kramer ($44,918), Ms. Poon ($32,500), Mr. Thaman ($130,000), Mr. Williams ($32,500), and Mr. Wunning ($49,409). These amounts were credited to either a common stock unit account or a shadow stock unit account under our Director Deferred Fee Plan. |

  29. 2023 Director Compensation Table

    | (4) Values reflect the following number of restricted stock units (“RSUs”) granted to each non-management director under our 2006 Stock Plan for Nonemployee Directors during 2023: (a) 711 RSUs for Mses. Anderson, Poon, and Stewart and Messrs. Anton, Fettig, Kramer, Powell, Thaman, Thornton, and Wunning; and (b) 702 RSUs for Mr. Williams. The value of RSUs is equal to the aggregate grant date fair value computed in accordance with stock-based accounting rules (Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718), excluding the effect of estimated forfeitures. The grant date fair value of RSUs is based on the fair market value of our common stock (the average of the highest and lowest reported sale prices) on the grant date. |

  30. 2023 Director Compensation Table

    | (5) The number of RSUs held by each non-management director (including non-management directors who retired during 2023) at December 31, 2023 was as follows: (a) 1,282 for Mses. Anderson and Poon and Messrs. Anton, Fettig, Kramer, Thaman, Thornton, and Wunning; (b) 1,289 for Mr. Powell; (c) 1,254 for Ms. Stewart; and (d) 702 for Mr. Williams. |

  31. 2023 Director Compensation Table

    | (6) Amounts include: (a) $4,000 for each of Mses. Anderson, Poon, and Stewart and Messrs. Anton, Fettig, Kramer, Powell, Thaman, Thornton, Williams, and Wunning for identity theft protection and cybersecurity services; and (b) $3,000 for each of Ms. Anderson and Messrs. Fettig, Thaman, and Williams, and $2,606 for Ms. Stewart for charitable matching gifts under The Sherwin-Williams Foundation Matching Gifts Program. |

  32. 2023 Director Compensation Table

    | 30 | 2024 Proxy Statement |

  33. Director Compensation Program

    Director Compensation Program The Compensation Committee is responsible for reviewing and approving the form and amount of compensation for our non-management directors. All of our non-management directors are paid under the same compensation program. Any executive officer of Sherwin-Williams who also serves as a director does not receive any additional compensation for serving as a director. Our director compensation program is designed to attract and retain highly qualified directors through director compensation that is competitive relative to market practices, addresses the time, effort, expertise, and accountability required of active Board membership, and aligns directors’ interests with those of our shareholders through the equity component of the program.

  34. Table of Contents

    | 44 | Key Components of Our 2023 Executive Compensation Program | | 44 | Base Salary | | 44 | Annual Cash Incentive Compensation | | 47 | Long-Term Equity Incentive Compensation | | 49 | Other Compensation Policies and Practices | | 49 | No Employment Agreements | | 49 | No Excessive Perquisites | | 49 | Double-Trigger Acceleration Provision | | 49 | Dividend Equivalents | | 49 | Stock Grant Practices | | 49 | Internal Pay Equity | | 50 | Tally Sheets | | 50 | Executive Stock Ownership Requirements | | 50 | Retirement Plans and Other Benefits | | 50 | Clawback and Forfeiture Policies | | 50 | Anti-Hedging and Anti-Pledging Policy | | 50 | Change in Control Agreements | | 51 | Policy Concerning Future Severance Agreements | | 51 | Key Employee Separation Plan |

  35. CEO Transition

    CEO Transition In October, we announced that our Board of Directors had elected Ms. Petz as the tenth CEO in the 157-year history of our Company, effective January 1, 2024. Ms. Petz succeeded Mr. Morikis, who notified us of his decision to retire as CEO, effective December 31, 2023. Effective January 1, 2024, Mr. Morikis began serving as Executive Chairman of Sherwin-Williams. Effective October 10, 2023, the Board also increased its size from 10 to 11 members and elected Ms. Petz to the Board to fill the vacancy. Mr. Morikis’ 2024 annual base salary and annual cash incentive compensation opportunity did not change as a result of his new role as Executive Chairman. In connection with her election as President and CEO, effective January 1, 2024, Ms. Petz’s (1) annual base salary increased to $1,300,000 and (2) annual cash incentive compensation target and maximum award levels increased to 160% and 320%, respectively, of her annual base salary. Ms. Petz and Mr. Morikis continue to participate in the other components of our executive compensation program, including our long-term equity incentive compensation program, various retirement and savings plans, health and welfare programs and other benefits, each of which are further described in this Proxy Statement. The Committee determined and approved the 2024 compensation arrangements for Mr. Morikis and Ms. Petz in light of their performance and based on market compensation data for their new positions, including compensation peer group data prepared by our independent compensation consultant, as further described below under “Setting Executive Compensation—Use of Market Compensation Data.”

  36. 2023 Compensation Highlights

    | • | 2023 Annual Cash Incentive Compensation. The Company’s strong 2023 performance under our shareholder-approved 2007 Executive Annual Performance Bonus Plan (“Annual Performance Plan”) resulted in our NEOs earning an average of 195.69% of their 2023 target annual cash incentive compensation. As described above, in “2023 Business Highlights,” this payout is the result of exceptional execution by our employees. We entered the year navigating significant headwinds that started in 2022 and continued into 2023. For more information, see “Annual Cash Incentive Compensation—Calculation of 2023 Annual Cash Incentive Amounts Earned.” |

  37. 2023 Compensation Highlights

    | • | 2023 Long-Term Equity Incentive Compensation. Our regular 2023 long-term equity incentive (“LTI”) award program for our NEOs was comprised of performance-based restricted stock units (“PRSUs”) granted in February and stock options granted in October. The target mix for our 2023 LTI awards was 60% PRSUs and 40% stock options. 67% of the PRSUs granted are subject to achievement of adjusted cumulative earnings per share (“Adjusted EPS”), and 33% of the PRSUs awarded are subject to achievement of adjusted average annual return on net assets employed (“Adjusted RONAE”). For more information, see “Long-Term Equity Incentive Compensation—2023 LTI Awards.” |

  38. 2023 Compensation Highlights

    | • | 2023 Retention Awards. In February 2023, the Compensation Committee approved grants of time-based restricted stock units (“RSUs”) to Ms. Petz (who was then serving as our President and COO) and Messrs. Mistysyn, Binns, and Jorgenrud. These special time-based RSU awards (“Retention RSUs”) were designed to promote retention and the stability of our experienced management team in a challenging demand environment. In approving these awards, the Committee considered the demonstrated leadership and collaboration of our high-performing team and their anticipated contributions to our continued success through driving strong operating and financial results for our shareholders. Mr. Morikis, who was serving as CEO at the time of the awards, did not receive any Retention RSUs. The Retention RSUs cliff-vest on the third anniversary of the date of grant. We do not anticipate making retention grants on a regular basis. For more information, see “Long-Term Equity Incentive Compensation—2023 Retention Awards.” |

  39. 2023 Compensation Highlights

    | • | 2021–2023 PRSU Vesting. Our 2021–2023 PRSUs were earned at 70.72% of target based upon the Company’s performance for Adjusted EPS and Adjusted RONAE over the three-year performance period. For more information, see “Long-Term Equity Incentive Compensation—Vesting of 2021–2023 PRSUs.” |

  40. Executive Compensation Practices

    | What We Do | What We Don’t Do | | | ✓ Performance-Based Pay. We emphasize pay for performance. For 2023, 91% of Mr. Morikis’ total direct compensation and an average of 82% of our other NEOs’ total direct compensation from our regular annual 2023 compensation program was tied to performance. ✓ Independent Compensation Committee. Each member of the Compensation Committee meets the independence requirements under SEC rules and NYSE listing standards. ✓ Independent Compensation Consultant. The Compensation Committee uses an independent compensation consultant, who provided no other services to our Company during 2023. ✓ Balanced Compensation Structure. We utilize a balanced approach to compensation, which combines fixed and variable pay, short-term and long-term time horizons, and cash and equity components. ✓ Market Compensation Philosophy. Our pay philosophy focuses on utilizing market compensation data in setting our NEOs’ compensation. We assess our current compensation practices, policies, and pay levels against peer companies. ✓ Responsibly Administered Incentive Compensation Programs. We have diversified incentive compensation goals without steep payout cliffs. Vesting periods for annual equity awards encourage consistent behavior and reward long-term, sustained performance. ✓ Clawback Policy. Our Executive Clawback Policy empowers Sherwin-Williams to recover certain incentive compensation erroneously awarded to Covered Officers in the event of an accounting restatement. ✓ Double-Trigger Change in Control. Our stock plan contains a “double-trigger” acceleration provision for the vesting of equity awards upon a change in control. ✓ Significant Stock Ownership. Our directors and executives have significant stock ownership requirements. ✓ Annual Say-on-Pay Vote. We hold our advisory say-on-pay vote on an annual basis. | | No Employment Agreements. We do not have employment agreements with our NEOs; our NEOs are employed at will. | | | | No Dividend Equivalents for Unvested RSUs or PRSUs. Dividend equivalents on RSU or PRSU awards are deferred and paid only on earned shares upon vesting. | | | | No Repricing or Replacing of Underwater Stock Options. We do not permit the repricing or replacing of underwater stock options without shareholder approval. | | | | No Hedging. Directors and employees, including our executive officers, are prohibited from engaging in hedging transactions with respect to our securities. | | | | No Pledging. Directors, executive officers, and certain other employees may not hold our securities in margin accounts or otherwise pledge our securities as collateral for a loan. | | | | No Speculative Trading. Directors and employees, including our executive officers, may not engage in short sales of our securities or in put options, call options, or other market-offered derivative transactions in our stock. | | | | No Excessive Perquisites. Consistent with our culture, we do not provide excessive perquisites to our executives. | | | | No Excessive Risk-Taking. We conducted a risk assessment and concluded that our compensation policies do not encourage excessive or unnecessary risk-taking. | | | | No Above-Market Earnings on Deferred Compensation. We do not pay guaranteed, above-market, or preferential interest or earnings on deferred compensation. |

  41. Compensation Objectives

    | • | Maintain a performance- and achievement-oriented culture. A significant percentage of our employees participate in incentive plans tied to performance goals that support our business strategies. We utilize both annual and long-term incentives to appropriately balance consistent annual results with improved performance over the longer term. We set performance goals that are sufficiently demanding, support our financial and operating objectives, and help drive our business. We reward employees for performance without encouraging excessive or unnecessary risk-taking. |

  42. Compensation Components

    | * The Retention RSUs are not included as they are not a component of our regular annual executive compensation program. |

  43. Compensation Components

    Incentive Compensation and Adjusted EPS. We use multiple performance goals in our incentive compensation programs to encourage our NEOs to have a well-rounded approach to managing the business and not to concentrate on achieving just one goal to the detriment of others. We use EPS, as adjusted to include or exclude the impact of certain items, as a performance metric for both a portion of our annual cash incentive program and a portion of our PRSU program. We view Adjusted EPS as an important indicator of the Company’s performance, including for determining the market value of our stock. As a result, we believe including Adjusted EPS in both of our incentive programs focuses our executives on delivering on our overall business goals and strategies, managing our operating cost structure, and driving top-line growth and value for our shareholders through sustained Company performance. The Committee and management also have designated Adjusted EPS as our Company-Selected Measure, representing the most important financial performance measure used by the Company to link 2023 compensation actually paid to our NEOs to Company performance, for purposes of the pay versus performance disclosure. Additional information regarding pay versus performance is set forth in the Pay Versus Performance section. Each year, the Committee and management evaluate the incentive structure, including the metrics used in each of the incentive programs. Based on the most recent review, we believe Adjusted EPS continues to provide effective line of sight to drive individual performance. Additionally, by delivering the entire long-term incentive in equity, executives are encouraged to achieve long-term value for shareholders, and the performance metrics used in the annual incentive program reinforce the activities we believe will drive value.

  44. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Compensation Committee has directly engaged Compensation Advisory Partners (“CAP”) as its independent compensation consultant to advise and assist in carrying out its responsibilities. Pursuant to and in accordance with the relevant factors prescribed by applicable SEC rules and NYSE listing standards, the Compensation Committee performed its annual assessment of CAP’s independence and found no conflict of interest. The Committee retains the sole discretion to replace its compensation consultant or engage additional advisors at any time. Although CAP periodically meets with members of management to gather information and provide advice with respect to management recommendations, CAP reports directly to the Compensation Committee. The Compensation Committee generally meets with CAP multiple times throughout the year, including in executive session without management present. The services CAP provides to the Compensation Committee include the following:

  45. The Role of the Independent Compensation Consultant

    | • | attends Compensation Committee meetings to present and offer independent recommendations, insights, and perspectives on compensation matters; |

  46. The Role of the Independent Compensation Consultant

    | • | assesses the appropriateness of our peer group used for compensation decisions; |

  47. The Role of the Independent Compensation Consultant

    | • | assesses how our executive compensation program aligns with our pay for performance philosophy; |

  48. The Role of the Independent Compensation Consultant

    | • | reviews compensation levels for executives and directors relative to our peer group and published survey data, and recommends compensation pay levels; |

  49. The Role of the Independent Compensation Consultant

    | • | reviews targeted pay levels and the mix of principal compensation components; |

  50. The Role of the Independent Compensation Consultant

    | • | prepares CEO pay recommendations; |

  51. The Role of the Independent Compensation Consultant

    | • | advises on annual and long-term incentive design and plan structure, performance goals, award opportunities, and vesting conditions; |

  52. The Role of the Independent Compensation Consultant

    | • | conducts an annual risk assessment of our compensation programs to guard against excessive risk-taking; and |

  53. The Role of the Independent Compensation Consultant

    | • | provides information on current executive compensation trends and new developments. |

  54. The Role of the Independent Compensation Consultant

    CAP did not provide any services to Sherwin-Williams during 2023 other than those matters for which it was engaged by the Committee.

  55. The Role of the Independent Compensation Consultant

    | 40 | 2024 Proxy Statement |

  56. The Role of Management

    | • | the performance goals (and weightings) for annual cash incentive compensation; |

  57. The Role of Management

    | • | the financial performance goals for equity grants and the results attained; and |

  58. The Role of Management

    | • | the number of stock options and restricted stock units granted. |

  59. Use of Market Compensation Data

    Use of Market Compensation Data The Compensation Committee utilizes market compensation data prepared by the compensation consultant to assess the competitiveness and continued appropriateness of our executive compensation program. In determining “market compensation,” the compensation consultant calculates an average of the (a) compensation data available from companies in our peer group (using the most recent proxy data) and (b) average compensation data from broad-based surveys of companies of similar size and industry to us. We describe more fully our peer group in the next section of this CD&A. The broad-based surveys are sponsored by nationally recognized compensation consulting firms, and we, along with many of our peer group companies, participate in these surveys. Market compensation data also aids the Committee in determining the mix of compensation components and target compensation levels for our NEOs. We generally benchmark target compensation for our NEOs to be within a general range (plus or minus approximately 15%) of the market median compensation of comparable positions, although we do not have a formal policy of setting target compensation levels at a specific percentile of the market median. We benchmark against market compensation data because it assists us in attracting and retaining executives and managing the overall cost of our compensation program. We consider this information only as a reference point or as a framework, not as a determining factor or part of any arithmetic formula, in setting compensation. The policies we use to make compensation decisions, and the decisions we make, are materially similar for all NEOs. The compensation consultant annually provides the Committee with a comprehensive analysis of market compensation data, which includes base salary, annual cash incentive compensation, long-term equity incentive compensation, total annual cash compensation, and total direct compensation. We define total direct compensation as the sum of base salary, annual cash incentive compensation, and long-term equity incentive compensation. We review total direct compensation to help us determine whether the key compensation components we pay our executives are competitive in the aggregate. The Committee generally references each NEO’s total direct compensation and total annual cash compensation to market median compensation. Individual components may be more or less than market median compensation because we focus on the overall competitiveness of our entire compensation program. Judgment may be used to adjust a component of compensation above or below the market median for reasons such as an executive’s performance, responsibilities, experience, tenure, and retention, our Company-wide performance, and internal pay equity.

  60. Peer Group

    Peer Group In determining the peer group of companies used to assess the competitiveness of our executive compensation program relative to the market, the compensation consultant annually identifies the compensation paid to executives with similar roles and responsibilities at a group of chemical, industrial, manufacturing, consumer product, and retail companies with comparable sales to those of Sherwin-Williams. We monitor executive compensation levels and program designs at these peer group companies because their sizes and businesses make them most comparable to us. We also believe these companies are most likely to compete with us for executive talent. The compensation consultant annually reviews current and potential peer companies and recommends changes to the Committee, primarily based upon revenue size, market capitalization, industry, business description or mix, and brand recognition. After review with the compensation consultant, the Committee periodically evaluates and, if necessary, adjusts the composition of our peer group. 2023 Peer Group. During 2023, the Committee reviewed the continued appropriateness of our peer group. Based upon its evaluation and the recommendation of CAP, the Committee added The Goodyear Tire & Rubber Company and Caterpillar Inc. to our peer group based on their size and general industry relevance, and additionally, with respect to Goodyear, its retail operations and headquarters location. Because these changes to our peer group were adopted in mid-2023, they did not affect the majority of 2023 NEO compensation decisions, which were made earlier in the year using our prior peer group. Following these changes, our new peer group consists of the 21 companies listed below. Trailing twelve-month revenues for the companies ranged from approximately $8.5 billion to $61.7 billion at the time the peer group was selected in mid-2023, with Sherwin-Williams ranking at the 52nd percentile.

  61. Peer Group

    | Akzo Nobel N.V. | Eaton Corporation plc | Linde plc | | Caterpillar Inc. | Ecolab Inc. | LyondellBasell Industries N.V. | | Colgate-Palmolive Company | The Goodyear Tire & Rubber Company | Masco Corporation | | Cummins Inc. | Honeywell International Inc. | PPG Industries, Inc. | | Deere & Company | International Paper Company | 3M Company | | Dow Inc. | Johnson Controls International plc | WestRock Company | | DuPont de Nemours, Inc. | Kimberly-Clark Corporation | Whirlpool Corporation |

  62. Peer Group

    Pay and Performance Alignment. Each year, the Committee assesses our CEO’s compensation based on Sherwin-Williams’ performance relative to its compensation peer group. In October 2023, the Committee analyzed the relationship between the realizable pay of our CEO and total shareholder return (“TSR”) over the five-year period ended December 31, 2022, comparing Sherwin-Williams to the peer group listed above. At the time of such review, 2022 was the most recent year for which compensation information was available for our peer group. TSR includes the reinvestment of dividends and is calculated on a compounded annual growth rate basis. The chart in this section was prepared by CAP and shows the degree of alignment between the total realizable pay of our CEO and Sherwin-Williams’ TSR relative to our peer group over the five-year period. The chart reflects all companies in our compensation peer group, except for Dow Inc. and DuPont de Nemours, Inc., which were excluded due to the merger completed by The Dow Chemical Company and E.I. du Pont de Nemours & Company in 2017 and subsequent spin-offs to form two new publicly traded companies in 2019.

  63. Peer Group

    | 42 | 2024 Proxy Statement |

  64. Peer Group

    Sherwin-Williams’ cumulative TSR over the five-year period was 81%, which was at the 84th percentile of our peer group. Companies in our peer group are indicated by the circles in the chart. Companies that fall within the shaded diagonal alignment zone are generally viewed as peers having pay and performance alignment. As illustrated in the chart, Mr. Morikis’ realizable pay was well aligned with Sherwin-Williams’ performance. Realizable pay includes: (a) base salary during the five-year period; (b) actual cash incentive compensation earned during the five-year period; (c) the value of RSUs granted during the five-year period based on the 2022 year-end closing stock price; (d) the vesting date value of long-term performance equity awards that were earned in 2020, 2021, and 2022, which consisted of PRSUs; (e) the value of target long-term performance equity awards granted in 2021 and 2022, which consisted of PRSUs, based on the 2022 year-end closing stock price; and (f) the in-the-money value of stock options granted during the five-year period based on the 2022 year-end closing stock price. Valuing equity awards in this manner is different from valuing equity awards at their aggregate grant date fair value, which is the method used to value equity in the Summary Compensation Table and the 2023 Grants of Plan-Based Awards Table. Neither the chart nor the disclosures contained in this section are intended to replace the disclosures set forth in the Pay Versus Performance section. We have provided this information historically to our shareholders (consistently calculated as described above) to demonstrate the relationship between the realizable pay of our CEO and Sherwin-Williams’ TSR as compared to the realizable pay of the chief executive officers and TSR of our peer group over a five-year period.

  65. Peer Group

    | | 43 |

  66. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Annual cash incentive compensation may be earned by our NEOs under our Annual Performance Plan. Our Annual Performance Plan is intended to motivate executives to achieve annual performance goals that strengthen our Company over the long term. Target and Maximum Annual Incentive Levels. The Committee annually reviews target and maximum annual cash incentive compensation levels as a percentage of base salary for each of our NEOs. Target incentive awards are determined using the market median annual cash incentive compensation and generally equal the amount an NEO could receive if he or she achieved a 100% average of his or her applicable financial performance goals. Maximum incentive awards are determined by the Committee following a review of the maximum annual cash incentive compensation available to similarly-situated executives at peer group companies and are generally equal to 200% of target. The following table sets forth the 2023 minimum, target, and maximum annual cash incentive compensation levels, as a percentage of base salary, for each NEO.

  67. Annual Cash Incentive Compensation

    | | Incentive Amount as a Percentage of Salary | | | | Name | Minimum | Target | Maximum | | John G. Morikis | 0% | 160% | 320% | | Allen J. Mistysyn | 0% | 95% | 190% | | Heidi G. Petz | 0% | 100% | 200% | | Justin T. Binns | 0% | 80% | 160% | | Karl J. Jorgenrud | 0% | 80% | 160% |

  68. Annual Cash Incentive Compensation

    | 44 | 2024 Proxy Statement |

  69. Annual Cash Incentive Compensation

    Annual Performance Goals. In February of each year, the Committee generally approves the annual financial performance goals, performance levels, and the weighting of each goal applicable to each NEO under our Annual Performance Plan. The CEO also approves the performance goals, performance levels, and weighting of each goal for each of our non-CEO NEOs. For 2023, Ms. Petz and Messrs. Morikis and Mistysyn had corporate performance goals specific to Sherwin-Williams performance as a whole. Mr. Binns had performance goals specific to PSG performance, and Mr. Jorgenrud had performance goals specific to PCG performance. Annual performance goals are established to competitively position the Company and drive growth, efficiency, and profitability. 2023 performance goals were established in early 2023 in an environment of tremendous macro-economic uncertainty and limited visibility beyond the first half of the year. The U.S. housing market was under significant pressure principally due to high mortgage rates, softness in the manufacturing sector in multiple regions had persisted for months, and many economists were forecasting a high likelihood of a U.S. recession. Our 2023 metrics were designed to be challenging and to incentivize our executive team to advance our strategic and operational priorities and out-perform the market in a difficult environment. Thanks to our employees’ extraordinary efforts, we remained focused on executing on our strategy and delivered record financial results and strong market performance for the year.

  70. Annual Cash Incentive Compensation

    | (u) We increased consolidated net sales 4.1% in the year to a record $23.05 billion. (u) We achieved record net income of $2.39 billion. (u) We increased diluted net income per share 19.8% to a record $9.25 per share. (u) We generated record net operating cash of $3.52 billion, up 83.4% year-over-year. (u) We returned approximately $2.06 billion to shareholders in the form of dividends and share repurchases, an increase of 37% over the prior year. (u) In 2023, our total return to shareholders was 32.73% compared to the average return of the S&P 500 of 26.29%. |

  71. Annual Cash Incentive Compensation

    Calculation of 2023 Annual Cash Incentive Amounts Earned. Each year, the Committee reviews and approves the Company’s and each business group’s achievement of applicable financial performance goals for the prior year. In February 2024, the Committee approved the annual cash incentive compensation amounts earned by each NEO for 2023 in accordance with the Committee’s pre-established formula for determining the level of achievement of performance goals under the Annual Performance Plan, as described on Appendix A. Each performance goal had corresponding pre-established achievement levels ranging from a minimum of 0% to a maximum of 125%, with a target achievement level of 100%. The achievement level for each goal is multiplied by the goal’s weight to determine a weighted achievement for the goal. For each NEO, the weighted achievement levels for all goals are added together to determine a total weighted achievement level. Total weighted achievement levels range from 0% to 125%, with a target of 100%. Total weighted achievement levels correspond to a pre-established range of final payouts as a percentage of salary for each NEO. The range of final payouts as a percentage of salary between 0% – 75%, 75% – 100%, and 100% – 125% are determined on a straight-line basis.

  72. Annual Cash Incentive Compensation

    | | 45 |

  73. Annual Cash Incentive Compensation

    The following table shows, for each NEO, the performance goals, threshold, target, and maximum performance levels for each goal, and the results. See Appendix A for a reconciliation of Adjusted EPS and Adjusted FCF to their most directly comparable GAAP financial measures.

  74. Annual Cash Incentive Compensation

    | | | 2023 Annual Cash Incentive Performance Goals | | | | | | | (millions of dollars, except percentage and per share data) | | | | | Name | Performance Goals | Threshold | Target | Maximum | Results | | John G. Morikis | Net Sales | $19,130 | $21,255 | $21,765 | $23,052 | | Allen J. Mistysyn | Adjusted EPS | $5.99 | $7.49 | $7.92 | $9.57 | | Heidi G. Petz | Adjusted FCF | $832 | $1,040 | $1,138 | $2,515 | | Justin T. Binns | PSG Sales | $11,381 | $12,646 | $12,987 | $12,839 | | | PSG PBT | $1,908 | $2,385 | $2,485 | $2,707 | | | PSG RONAE | 91.23% | 114.04% | 114.72% | 132.70% | | Karl J. Jorgenrud | PCG Sales | $7,007 | $7,785 | $7,887 | $7,872 | | | PCG PBT | $979 | $1,224 | $1,301 | $1,464 | | | PCG RONAE | 30.33% | 37.91% | 43.77% | 47.75% |

  75. Annual Cash Incentive Compensation

    The calculations used to determine the incentive amounts earned by each NEO during 2023 are shown in the table below and are illustrated by the following formula, with amounts earned rounded to the nearest thousand.

  76. Annual Cash Incentive Compensation

    | Weighting X Achievement Level = Weighted Achievement Level g Incentive Amount as a % of Salary X Salary = Incentive Amount Earned |

  77. Annual Cash Incentive Compensation

    | Name | Weighting | | Achievement Level | | Weighted Achievement Level | | Incentive Amount as % of Salary | | Salary | Incentive Amount Earned | | John G. Morikis | Net Sales | 25% | Net Sales | 125.00 | Net Sales | 31.25 | Minimum | 0% | | | | | Adjusted EPS | 40% | Adjusted EPS | 125.00 | Adjusted EPS | 50.00 | Target | 160% | | | | | Adjusted FCF | 35% | Adjusted FCF | 125.00 | Adjusted FCF | 43.75 | Maximum | 320% | | | | | | | | | Total | 125.00 | Result | 320% | $1,478,462 | $4,731,000 | | Allen J. Mistysyn | Net Sales | 25% | Net Sales | 125.00 | Net Sales | 31.25 | Minimum | 0% | | | | | Adjusted EPS | 40% | Adjusted EPS | 125.00 | Adjusted EPS | 50.00 | Target | 95% | | | | | Adjusted FCF | 35% | Adjusted FCF | 125.00 | Adjusted FCF | 43.75 | Maximum | 190% | | | | | | | | | Total | 125.00 | Result | 190% | $882,769 | $1,677,000 | | Heidi G. Petz | Net Sales | 25% | Net Sales | 125.00 | Net Sales | 31.25 | Minimum | 0% | | | | | Adjusted EPS | 40% | Adjusted EPS | 125.00 | Adjusted EPS | 50.00 | Target | 100% | | | | | Adjusted FCF | 35% | Adjusted FCF | 125.00 | Adjusted FCF | 43.75 | Maximum | 200% | | | | | | | | | Total | 125.00 | Result | 200% | $873,088 | $1,746,000 | | Justin T. Binns | PSG Sales | 25% | PSG Sales | 114.18 | PSG Sales | 28.55 | Minimum | 0% | | | | | PSG PBT | 40% | PSG PBT | 125.00 | PSG PBT | 50.00 | Target | 80% | | | | | PSG RONAE | 35% | PSG RONAE | 125.00 | PSG RONAE | 43.75 | Maximum | 160% | | | | | | | | | Total | 122.30 | Result | 151.34% | $695,964 | $1,053,000 | | Karl J. Jorgenrud | PCG Sales | 25% | PCG Sales | 121.34 | PCG Sales | 30.34 | Minimum | 0% | | | | | PCG PBT | 40% | PCG PBT | 125.00 | PCG PBT | 50.00 | Target | 80% | | | | | PCG RONAE | 35% | PCG RONAE | 125.00 | PCG RONAE | 43.75 | Maximum | 160% | | | | | | | | | Total | 122.33* | Result | 151.46% | $648,114 | $982,000 |

  78. Annual Cash Incentive Compensation

    | * Actual total weighted achievement for Mr. Jorgenrud was 124.09, which was adjusted down to 122.33 to account for a favorable currency impact. The Company employs a 5% collar and adjusts actual results if the currency impact is greater than 5%. No adjustment to actual results is made when the impact of currency is less than 5%. |

  79. Annual Cash Incentive Compensation

    | 46 | 2024 Proxy Statement |

  80. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The largest component of pay for our NEOs is LTI compensation. LTI awards are granted under our shareholder-approved 2006 Equity and Performance Incentive Plan (the “Equity Incentive Plan”). As further described in the Section “Overview of Our Executive Compensation Program,” our LTI compensation program is designed to focus our executives on improving Company performance over a multi-year period to encourage long-term decision-making and to reward executives the way our shareholders are rewarded—through growth in the value of our stock. We also use LTI compensation to attract and retain talent. The value delivered on our LTI awards is tied directly to Company performance and our stock price. 2023 LTI Awards. Our regular 2023 LTI compensation program for our NEOs consisted of stock options and PRSUs. Our stock option program is the primary means by which we grant LTI compensation to a broad group of employees to focus their efforts on our long-term performance and stock price improvement. Our PRSU program is designed for certain key employees, including our NEOs, as a reward for the achievement of financial performance goals and stock price appreciation. In determining the value of each NEO’s LTI award, the Compensation Committee considers, among other things, market compensation data for comparable positions from our compensation peer group and each NEO’s scope of responsibility and experience. Our LTI opportunities are intended to be competitive with market LTI opportunities. Therefore, the Compensation Committee does not consider an NEO’s outstanding stock options or PRSUs when determining target LTI award values. Once the target LTI award value for an executive is determined, we then allocate the value across a target mix of PRSUs and stock options. The 2023 target mix of our LTI awards for our NEOs and other key employees is set forth in the table below.

  81. Long-Term Equity Incentive Compensation

    | Type of Equity Award | % Allocation | | PRSUs | | | Adjusted EPS Goal | 40% | | Adjusted RONAE Goal | 20% | | Stock Options | 40% |

  82. Long-Term Equity Incentive Compensation

    We believe this mix of equity awards provides an appropriate balance aligning executive interests with those of our shareholders, encouraging executive retention, and rewarding executives for sustained performance results. The following table shows the number of stock options and PRSUs granted to each NEO during 2023.

  83. Long-Term Equity Incentive Compensation

    | | | Number of PRSUs Granted at Target in 2023 | | | Name | Number of Stock Options Granted in 2023 | Adjusted EPS Goal | Adjusted RONAE Goal | | John G. Morikis | 61,300 | 22,500 | 11,250 | | Allen J. Mistysyn | 16,400 | 6,200 | 3,100 | | Heidi G. Petz | 44,100 | 5,600 | 2,800 | | Justin T. Binns | 11,000 | 3,300 | 1,650 | | Karl J. Jorgenrud | 11,000 | 3,200 | 1,600 |

  84. Long-Term Equity Incentive Compensation

    2023 PRSU Grants. Our 2023 PRSU awards will vest, if earned, at the end of a three-year period based upon the achievement of pre-established financial performance goals. One PRSU is equivalent in value to one share of our common stock, and PRSUs are paid out in common stock upon vesting. The value of PRSUs granted to an executive is based upon the executive’s position and level of responsibility. The target number of PRSUs granted is determined by using the average value of our stock over the 30-trading day period ending on the last trading day of the January preceding the date of grant. Executives have an opportunity to earn up to two times the target value for maximum performance, encouraging achievement of the goals at a more challenging level and providing greater incentive for above-target performance. The threshold, target, and maximum performance levels for the 2023 grants of PRSUs are illustrated in the following table for the 2023–2025 performance period. Performance goals were established in early 2023, in an environment of tremendous macro-economic uncertainty, and designed to be challenging and to incentivize our executive team to advance our long-term strategic and operational priorities and out-perform the market in a difficult environment. Performance

  85. Long-Term Equity Incentive Compensation

    | | 47 |

  86. Long-Term Equity Incentive Compensation

    between the achievement levels is measured on a straight-line basis to reward improvements at various achievement levels, while not encouraging executives to take unnecessary risks to hit achievement levels with larger payouts. See Appendix A for a description of how Adjusted EPS and Adjusted RONAE are calculated from their most directly comparable GAAP financial measures.

  87. Long-Term Equity Incentive Compensation

    | | Adjusted EPS Goal | Adjusted RONAE Goal | % of Target Vesting | | Maximum | $24.75 | 11.90% | 200% | | Target | $23.20 | 11.40% | 100% | | Threshold | $20.88 | 10.40% | 50% |

  88. Long-Term Equity Incentive Compensation

    2023 Stock Option Grants. Our 2023 stock option awards will vest in substantially equal installments on the first, second, and third anniversaries of the October 13, 2023 grant date and have a ten-year term. The value of stock options granted to an executive is based upon the executive’s position and level of responsibility. We determine the specific number of stock options to be granted by calculating the Black-Scholes-Merton value of the stock options using the 30-trading day average stock price over the period ending on the last trading day of the September preceding the award date. Black-Scholes-Merton is a generally accepted model used in estimating the value of stock options. In accordance with the terms of our Equity Incentive Plan, the option exercise price is equal to the average of the highest and lowest reported sale prices of our stock on the grant date. Accordingly, the exercise price may be higher or lower than the closing price of our stock on that day. The Committee believes that the average of the high and low prices is a better representation of the fair market value of our stock and is less volatile than the closing price given potential intraday price volatility. We do not reprice stock options—our stock plans do not permit the repricing or replacing of underwater stock options with cash or equity without shareholder approval, and stock options do not contain reload features. Vesting of 2021–2023 PRSUs. In February 2024, the Committee approved the results and vesting of PRSUs for the 2021–2023 performance period in accordance with the Committee’s pre-established formula for determining the level of achievement of the Adjusted EPS and Adjusted RONAE performance goals under the Equity Incentive Plan, as described on Appendix A. The following table shows the financial performance goals, the threshold, target, and maximum performance levels, results, and percentage of target PRSUs vested. See Appendix A for a reconciliation of Adjusted EPS and Adjusted RONAE to our results for their most directly comparable financial measures as reported under GAAP.

  89. Long-Term Equity Incentive Compensation

    | Performance Goal | Threshold | Target | Maximum | Results | % of Target PRSUs Vesting | | Adjusted EPS | $23.94 | $25.42 | $27.07 | $24.81 | 69.32% | | Adjusted RONAE | 13.44% | 13.94% | 14.44% | 13.76% | 73.50% |

  90. Long-Term Equity Incentive Compensation

    2023 Retention Awards. In February 2023, the Committee approved the grants of Retention RSUs to Ms. Petz (who was then serving as our President and COO) and Messrs. Mistysyn, Binns, and Jorgenrud to promote retention and the stability of our experienced management team in a challenging demand environment. In approving these awards, the Committee considered the demonstrated leadership and collaboration of our high-performing team and their anticipated contributions to our continued success through driving strong operating and financial results for our shareholders. We do not anticipate using retention grants on a regular basis. Mr. Morikis, who was serving as our CEO at the time of the awards, did not receive any Retention RSUs. The Retention RSUs will cliff-vest on the third anniversary of the date of grant. One Retention RSU is equivalent in value to one share of our common stock and the Retention RSUs will be paid out in common stock upon vesting. The target value of each NEO’s Retention RSUs was based upon the executive’s position and level of responsibility. The number of Retention RSUs granted was determined by using the value of our stock over the 30-day period ending on the last trading day of the January preceding the date of grant. The following table shows the number of Retention RSUs granted.

  91. Long-Term Equity Incentive Compensation

    | Name | Retention RSUs Granted | | Allen J. Mistysyn | 8,350 | | Heidi G. Petz | 8,350 | | Justin T. Binns | 4,175 | | Karl J. Jorgenrud | 4,175 |

  92. Long-Term Equity Incentive Compensation

    | 48 | 2024 Proxy Statement |

  93. No Employment Agreements

    No Employment Agreements We do not have employment agreements with our NEOs; our NEOs are employed at will.

  94. Dividend Equivalents

    Dividend Equivalents We do not pay current dividend equivalents on unvested RSUs or PRSUs. The payment of dividend equivalents on unvested RSUs or PRSUs is deferred and paid only if and to the extent the units vest. There are no dividend equivalents associated with stock option awards.

  95. Stock Grant Practices

    Stock Grant Practices We grant stock options and PRSUs on an annual basis at regularly scheduled Compensation Committee meetings, the dates of which are typically determined approximately three years in advance. We grant PRSUs at each February Committee meeting, which typically occurs in the middle of February, usually a few weeks following the release of our annual earnings results. We grant stock options at each October Committee meeting. In addition to the regular-cycle equity grants, the Committee may also make “off-cycle” grants of PRSUs, stock options, RSUs or other equity awards at other Committee meetings, in connection with an employee’s initial hire, promotion, or for other reasons. We do not take into account our earnings results when determining the number of stock options or PRSUs to be granted.

  96. Internal Pay Equity

    Internal Pay Equity Our compensation program is designed so that compensation opportunities are similar for executives with comparable responsibilities, experience, and tenure. Our executive compensation program uses the same compensation components for our executives, but results in different pay levels due to an executive’s market compensation, position, and performance. To maintain internal equity in connection with grants of stock options and PRSUs, the Committee generally grants the same number of stock options and PRSUs to employees who are in similar pay grades and similar roles.

  97. Clawback and Forfeiture Policies

    Clawback and Forfeiture Policies In accordance with SEC rules and the requirements of the NYSE listing standards, in 2023, the Compensation Committee adopted an executive clawback policy (the “Executive Clawback Policy”) that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former “Section 16 officer” of Sherwin-Williams, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) (a “Covered Officer”), in the event of an accounting restatement. In the event we are required to prepare an accounting restatement as provided in our Executive Clawback Policy, unless an exception applies, the Company will recover reasonably promptly from each Covered Officer the covered compensation received by such Covered Officer. The terms of our equity award agreements also provide that if a grantee knowingly or willfully engages in misconduct which is materially harmful to the Company or violates such person’s intellectual property, confidentiality and other similar obligations to Sherwin-Williams, his or her equity awards will terminate and be forfeited.

  98. Change in Control Agreements

    Change in Control Agreements To promote continuity and the continued dedication of our executives during any period of uncertainty due to a potential change in control, we enter into change in control severance pay agreements with our executives, including each of our NEOs. Given the heightened focus on change in control agreements, the Committee engaged its compensation consultant in 2023 to review our change in control severance pay agreements relative to prevailing market practices. Based upon such review, the Committee believes that the material terms of the severance agreements, which include a double-trigger acceleration provision, are generally in line with market practices.

  99. Change in Control Agreements

    | 50 | 2024 Proxy Statement |

  100. Change in Control Agreements

    Potential cash severance payments are based upon a multiplier of base salary and annual cash incentive pay. These severance pay agreements are not a factor in setting compensation levels and have not affected the Committee’s decisions with respect to compensation components. Additional information regarding the severance agreements, including the estimated amounts payable to each NEO, is set forth under the heading “Potential Payments Upon Termination or Change in Control” in the Executive Compensation Tables section.

  101. Policy Concerning Future Severance Agreements

    Policy Concerning Future Severance Agreements We have a policy that provides we will not enter into any future severance agreements (including material amendments of existing agreements) with a senior executive providing for cash severance payments exceeding 2.99 times base salary and bonus without shareholder approval or ratification. For purposes of this calculation, cash severance payments do not include the acceleration of equity-based awards, vacation pay, retirement benefits, health continuation coverage, and outplacement services. In addition, the policy provides that future executive severance agreements will not include any tax gross-up payments. The policy was adopted in February 2010 (after Sherwin-Williams entered into a severance agreement with Mr. Morikis).

  102. Key Employee Separation Plan

    Key Employee Separation Plan Under the Key Employee Separation Plan (as amended, the “KESP”), certain key employees, including our NEOs, are entitled, subject to execution and non-revocation of a release of claims, to certain severance payments and benefits in the event their employment is involuntarily terminated by Sherwin-Williams for reasons other than cause, death, or disability prior to a change in control. Additional information regarding the KESP, including the estimated amounts payable to our NEOs upon termination of employment without cause prior to a change in control, is set forth under the heading “Potential Payments Upon Termination or Change in Control” in the Executive Compensation Tables section.

  103. Compensation Risk Assessment

    | • | We utilize a balanced approach to compensation, which combines fixed and variable pay, short-term and long-term time horizons, and cash and equity. |

  104. Compensation Risk Assessment

    | • | We have diversified incentive compensation metrics with performance goals focused on growth, profitability, and managing capital at different levels within our Company. |

  105. Compensation Risk Assessment

    | • | We design our incentive compensation plans without steep payout cliffs that might encourage short-term business decisions that are inconsistent with our long-term business strategy. |

  106. Compensation Risk Assessment

    | • | Performance incentives are capped at maximum payout amounts. |

  107. Compensation Risk Assessment

    | • | We grant equity awards annually, with appropriate vesting periods, that encourage consistent behavior and reward long-term, sustained performance. |

  108. Compensation Risk Assessment

    | • | Our equity plans include a “double-trigger” acceleration provision with respect to vesting in connection with a change in control. |

  109. Compensation Risk Assessment

    | • | We regularly benchmark our current compensation practices, policies, and pay levels against peer companies and have a pay philosophy that utilizes market compensation data. |

  110. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

  111. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John G. Morikis Executive Chairman* | 2023 | 1,478,462 | -0- | 7,829,325 | 4,725,225 | 4,731,000 | 517,767 | 19,281,779 | | | 2022 | 1,408,962 | -0- | 5,357,573 | 4,248,445 | 947,000 | 787,930 | 12,749,910 | | | 2021 | 1,368,231 | -0- | 5,895,615 | 4,496,806 | 3,284,000 | 799,108 | 15,843,760 | | Allen J. Mistysyn Senior Vice President – Finance and CFO | 2023 | 882,769 | -0- | 4,094,447 | 1,264,171 | 1,677,000 | 207,631 | 8,126,018 | | | 2022 | 826,308 | -0- | 1,308,720 | 1,041,010 | 312,000 | 255,647 | 3,743,685 | | | 2021 | 786,562 | -0- | 1,500,702 | 1,113,760 | 1,062,000 | 251,198 | 4,714,222 | | Heidi G. Petz President and CEO* | 2023 | 873,088 | -0- | 3,885,665 | 3,399,387 | 1,746,000 | 181,372 | 10,085,512 | | | 2022 | 760,802 | -0- | 1,226,925 | 963,637 | 402,000 | 167,762 | 3,521,126 | | | 2021 | 559,618 | -0- | 976,542 | 814,437 | 761,000 | 159,573 | 3,271,170 | | Justin T. Binns President, Global Architectural* | 2023 | 695,964 | -0- | 2,116,818 | 847,920 | 1,053,000 | 176,240 | 4,889,942 | | | 2022 | 655,385 | -0- | 981,540 | 773,724 | 887,000 | 144,098 | 3,441,747 | | | 2021 | 575,000 | -0- | 750,351 | 751,788 | 668,000 | 114,119 | 2,859,258 | | Karl J. Jorgenrud President, Global Industrial* | 2023 | 648,114 | -0- | 2,082,021 | 847,920 | 982,000 | 188,078 | 4,748,133 | | | 2022 | 544,316 | -0- | 817,950 | 731,520 | 819,000 | 190,227 | 3,103,013 |

  112. Summary Compensation Table

    | * Principal positions listed reflect the positions held by our NEOs at January 1, 2024. At December 31, 2023, Mr. Morikis was serving as Chairman and CEO; Ms. Petz as President and COO; Mr. Binns as President, PSG; and Mr. Jorgenrud as President, PCG. Mr. Jorgenrud was not an NEO in 2021 and, as a result, only his 2023 and 2022 compensation information is disclosed. |

  113. Summary Compensation Table

    | (1) For 2023, the values in this column reflect the aggregate grant date fair value of PRSUs granted to Mr. Morikis, and PRSUs and Retention RSUs granted to Ms. Petz and Messrs. Mistysyn, Binns and Jorgenrud. The grant date fair value of our share-based compensation is calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Values were calculated by multiplying the average of the highest and lowest reported sale prices of our common stock on the date of grant, February 14, 2023, by the number of PRSUs received (for Mr. Morikis), or the number of PRSUs and Retention RSUs received (for Ms. Petz and Messrs. Mistysyn, Binns and Jorgenrud). The PRSUs were calculated assuming a payout of target or 100% of the award. As further described under the heading “Key Components of our 2023 Executive Compensation Program—Long-Term Equity Incentive Compensation” in the CD&A, PRSU award payouts are calculated following the applicable three-year performance period and payouts could range from 0% to 200%. |

  114. Summary Compensation Table

    | The following table sets forth the aggregate grant date fair value of the PRSUs received by each NEO. Values were calculated by multiplying the average of the highest and lowest reported sale prices of our common stock on the date of grant by the number of PRSUs an executive would receive assuming achievement of the maximum performance level, or 200% of the award. |

  115. Summary Compensation Table

    | | 2023 | 2022 | 2021 | | John G. Morikis | $15,658,650 | $10,715,146 | $11,791,230 | | Allen J. Mistysyn | 4,314,828 | 2,617,440 | 3,001,404 | | Heidi G. Petz | 3,897,264 | 2,453,850 | 1,953,084 | | Justin T. Binns | 2,296,602 | 1,963,080 | 1,500,702 | | Karl J. Jorgenrud | 2,227,008 | 1,635,900 | — |

  116. Summary Compensation Table

    | | 53 |

  117. Summary Compensation Table

    | (2) Values in this column reflect the aggregate grant date fair value of stock options granted to our NEOs, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The values were calculated using a Black-Scholes-Merton option pricing model with weighted-average assumptions as described in Note 15, “Stock-Based Compensation” to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  118. Summary Compensation Table

    | (3) Amounts in this column reflect annual cash incentive compensation earned under our Annual Performance Plan. We include more information in the section “Key Components of our 2023 Executive Compensation Program—Annual Cash Incentive Compensation” in the CD&A. |

  119. Summary Compensation Table

    | (4) The table below shows the components of “All Other Compensation” for each NEO for 2023. |

  120. Summary Compensation Table

    | | Morikis | Mistysyn | Petz | Binns | Jorgenrud | | Pension Investment Plan | $21,350 | $18,300 | $10,675 | $12,200 | $12,200 | | 401(k) Plan | 19,800 | 19,800 | 13,500 | 19,800 | 12,273 | | Deferred Compensation Savings Plan | 272,410 | 103,772 | 96,083 | 125,296 | 132,610 | | Executive Life Insurance Plan | 49,430 | 13,273 | -0- | -0- | -0- | | Executive Disability Income Plan | 4,620 | 3,850 | 3,850 | 3,804 | 3,268 | | Charitable Matching Gifts | 3,000 | 1,400 | 1,100 | 3,000 | 3,000 | | Perquisites | 147,157 | 47,236 | 56,164 | 12,140 | 24,727 | | Reimbursement of Taxes | -0- | -0- | -0- | -0- | -0- | | Total | $517,767 | $207,631 | $181,372 | $176,240 | $188,078 |

  121. Summary Compensation Table

    | • | Pension Investment Plan — Company contributions under our Salaried Employees’ Revised Pension Investment Plan, a tax-qualified defined contribution plan. |

  122. Summary Compensation Table

    | • | 401(k) Plan — Company matching contributions under our tax-qualified 401(k) plan. |

  123. Summary Compensation Table

    | • | Deferred Compensation Savings Plan — Company contributions under our 2005 Deferred Compensation Savings and Pension Equalization Plan. |

  124. Summary Compensation Table

    | • | Executive Life Insurance Plan — The dollar value of non-compensatory split-dollar life insurance benefits under our Executive Life Insurance Plan. This plan was frozen to new participants beginning in January 2008. |

  125. Summary Compensation Table

    | • | Executive Disability Income Plan — Company payments for premiums under our Executive Disability Income Plan. |

  126. Summary Compensation Table

    | • | Charitable Matching Gifts — Charitable matching contributions under The Sherwin-Williams Foundation Matching Gifts Program, pursuant to which the Foundation will match, on a 1:1 basis, gifts of $100 or more, up to an annual maximum of $3,000, made to qualifying nonprofit organizations and educational institutions. |

  127. Summary Compensation Table

    | • | Perquisites — The aggregate incremental cost to Sherwin-Williams of perquisites consisting of: |

  128. Summary Compensation Table

    | | Morikis | Mistysyn | Petz | Binns | Jorgenrud | | Executive physical exam | $2,550 | $2,450 | $2,800 | -0- | -0- | | Identity theft protection and cybersecurity services | 4,000 | 4,000 | 4,000 | $4,000 | $4,000 | | Personal use of corporate aircraft | 135,607 | 31,986 | 40,013 | 140 | 7,827 | | Physical security assessment services | -0- | 8,000 | 8,000 | 8,000 | 8,000 | | Executive financial planning | 5,000 | 800 | -0- | -0- | 4,900 | | Food and beverage service at an event | -0- | -0- | 1,351 | -0- | -0- | | Total | $147,157 | $47,236 | $56,164 | $12,140 | $24,727 |

  129. Summary Compensation Table

    | 54 | 2024 Proxy Statement |

  130. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table sets forth information regarding the grants of annual cash incentive compensation, PRSUs, Retention RSUs, and stock options granted to our NEOs during 2023.

  131. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards($)(6) | | Name/Award Type | Grant Date | Compensation Committee Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | John G. Morikis | | | | | | | | | | | | | | Annual Cash Incentive | | | -0- | 2,365,539 | 4,731,078 | | | | | | | | | PRSUs – Adj. EPS Goal | 2/14/2023 | | | | | 11,250 | 22,500 | 45,000 | | | | 5,219,550 | | PRSUs – Adj. RONAE Goal | 2/14/2023 | | | | | 5,625 | 11,250 | 22,500 | | | | 2,609,775 | | Stock Options | 10/13/2023 | 10/10/2023 | | | | | | | | 61,300 | 248.57 | 4,725,225 | | Allen J. Mistysyn | | | | | | | | | | | | | | Annual Cash Incentive | | | -0- | 838,631 | 1,677,261 | | | | | | | | | PRSUs – Adj. EPS Goal | 2/14/2023 | | | | | 3,100 | 6,200 | 12,400 | | | | 1,438,276 | | PRSUs – Adj. RONAE Goal | 2/14/2023 | | | | | 1,550 | 3,100 | 6,200 | | | | 719,138 | | Retention RSUs | 2/14/2023 | | | | | | | | 8,350 | | | 1,937,033 | | Stock Options | 10/13/2023 | 10/10/2023 | | | | | | | | 16,400 | 248.57 | 1,264,171 | | Heidi G. Petz | | | | | | | | | | | | | | Annual Cash Incentive | | | -0- | 873,088 | 1,746,176 | | | | | | | | | PRSUs – Adj. EPS Goal | 2/14/2023 | | | | | 2,800 | 5,600 | 11,200 | | | | 1,299,088 | | PRSUs – Adj. RONAE Goal | 2/14/2023 | | | | | 1,400 | 2,800 | 5,600 | | | | 649,544 | | Retention RSUs | 2/14/2023 | | | | | | | | 8,350 | | | 1,937,033 | | Stock Options | 10/13/2023 | 10/10/2023 | | | | | | | | 44,100 | 248.57 | 3,399,387 | | Justin T. Binns | | | | | | | | | | | | | | Annual Cash Incentive | | | -0- | 556,771 | 1,113,542 | | | | | | | | | PRSUs – Adj. EPS Goal | 2/14/2023 | | | | | 1,650 | 3,300 | 6,600 | | | | 765,534 | | PRSUs – Adj. RONAE Goal | 2/14/2023 | | | | | 825 | 1,650 | 3,300 | | | | 382,767 | | Retention RSUs | 2/14/2023 | | | | | | | | 4,175 | | | 968,517 | | Stock Options | 10/13/2023 | 10/10/2023 | | | | | | | | 11,000 | 248.57 | 847,920 | | Karl J. Jorgenrud | | | | | | | | | | | | | | Annual Cash Incentive | | | -0- | 518,491 | 1,036,982 | | | | | | | | | PRSUs – Adj. EPS Goal | 2/14/2023 | | | | | 1,600 | 3,200 | 6,400 | | | | 742,336 | | PRSUs – Adj. RONAE Goal | 2/14/2023 | | | | | 800 | 1,600 | 3,200 | | | | 371,168 | | Retention RSUs | 2/14/2023 | | | | | | | | 4,175 | | | 968,517 | | Stock Options | 10/13/2023 | 10/10/2023 | | | | | | | | 11,000 | 248.57 | 847,920 |

  132. 2023 Grants of Plan-Based Awards Table

    | (1) Amounts reflect the threshold, target, and maximum annual cash incentive compensation amounts that could have been earned during 2023 based upon the achievement of performance goals under our Annual Performance Plan. The amounts of annual cash incentive compensation earned in 2023 by our NEOs were determined and paid in February 2024. The amounts paid are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  133. 2023 Grants of Plan-Based Awards Table

    | (2) Amounts reflect the threshold, target, and maximum number of PRSUs granted on February 14, 2023 under our Equity Incentive Plan. The 2023 PRSUs were granted pursuant to our Equity Incentive Plan and consisted of two grants—one with a set Adjusted EPS performance goal and one with a set Adjusted RONAE performance goal. The actual number of shares of common stock earned for the 2023 PRSUs will be determined based upon the Company’s level of achievement with respect to each goal for the three-year performance period. Amounts reported in the “target” column reflect the number of PRSUs that will be earned if the Company achieves 100% of its performance target. Amounts reported in the “maximum” column reflect the number of PRSUs that will be earned if the Company achieves 200% of its performance target. Amounts reported in the “threshold” column reflect the number of PRSUs that will be earned if the Company achieves 50% of its performance target. If the Company performs below its set threshold performance level, no PRSUs will be earned. The 2023 PRSUs earned are scheduled to vest and be paid out in shares of common stock in February 2026. The payment of dividend equivalents on unvested PRSUs is deferred, and dividend equivalents are paid only if and to the extent the PRSUs vest based on the achievement of its performance goals. Dividend equivalents are paid at the same rate as dividends on our common stock are paid to our shareholders. During 2023, the quarterly dividend rate was $0.605 per share. In February 2024, the Board announced an increase in the quarterly dividend rate to $0.715 per share, with the first dividend payable on March 8, 2024. |

  134. 2023 Grants of Plan-Based Awards Table

    | 56 | 2024 Proxy Statement |

  135. 2023 Grants of Plan-Based Awards Table

    | (3) Amounts reflect the number of Retention RSUs granted on February 14, 2023 under our Equity Incentive Plan. The Retention RSUs are scheduled to vest and be paid out in shares of common stock on February 13, 2026, the third anniversary of the date of grant. Mr. Morikis did not receive a Retention RSU award. |

  136. 2023 Grants of Plan-Based Awards Table

    | (4) Amounts reflect the number of stock options granted on October 13, 2023 under our Equity Incentive Plan. These stock options vest in three substantially equal annual installments on each of the first three anniversaries of the date of grant and expire on October 12, 2033. |

  137. 2023 Grants of Plan-Based Awards Table

    | (5) The exercise price equals the average of the highest and lowest reported sale prices of our common stock on the grant date, October 13, 2023. |

  138. 2023 Grants of Plan-Based Awards Table

    | (6) The grant date fair value of our share-based compensation is calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The values of PRSUs and Retention RSUs were calculated by multiplying the average of the highest and lowest reported sale prices of our common stock on the date of grant, February 14, 2023, by the number of PRSUs and Retention RSUs received. The PRSUs were calculated assuming a payout of target or 100% of the award. The values of stock option awards were calculated using a Black-Scholes-Merton option pricing model with weighted-average assumptions as described in Note 15, “Stock-Based Compensation” to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  139. 2023 Grants of Plan-Based Awards Table

    | | 57 |

  140. Outstanding Equity Awards at December 31, 2023 Table

    Outstanding Equity Awards at December 31, 2023 Table The following table sets forth information regarding the number of unexercised stock options and the number and value of unvested Retention RSUs and PRSUs outstanding at December 31, 2023 for our NEOs.

  141. Outstanding Equity Awards at December 31, 2023 Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Option Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | John G. Morikis | 10/17/2018 | 115,969 | -0- | 136.85 | 10/16/2028 | 17,502(3) | 5,458,874 | 39,300(4) | 12,257,670 | | | 10/16/2019 | 103,865 | -0- | 186.85 | 10/15/2029 | | | 67,500(5) | 21,053,250 | | | 10/20/2020 | 75,900 | -0- | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 43,067 | 21,533 | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 20,134 | 40,266 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | -0- | 61,300 | 248.57 | 10/12/2033 | | | | | | Allen J. Mistysyn | 10/24/2016 | 14,520 | -0- | 92.55 | 10/23/2026 | 4,456(3) | 1,389,826 | 9,600(4) | 2,994,240 | | | 10/18/2017 | 28,020 | -0- | 127.98 | 10/17/2027 | 8,350(6) | 2,604,365 | 18,600(5) | 5,801,340 | | | 10/17/2018 | 27,000 | -0- | 136.85 | 10/16/2028 | | | | | | | 10/16/2019 | 26,400 | -0- | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 18,900 | -0- | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 10,667 | 5,333 | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 4,934 | 9,866 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | -0- | 16,400 | 248.57 | 10/12/2033 | | | | | | Heidi G. Petz | 10/18/2017 | 420 | -0- | 127.98 | 10/17/2027 | 2,897(3) | 903,574 | 9,000(4) | 2,807,100 | | | 10/17/2018 | 579 | -0- | 136.85 | 10/16/2028 | 8,350(6) | 2,604,365 | 16,800(5) | 5,239,920 | | | 10/16/2019 | 3,000 | -0- | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 2,700 | -0- | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 7,800 | 3,900 | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 4,567 | 9,133 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | -0- | 44,100 | 248.57 | 10/12/2033 | | | | | | Justin T. Binns | 7/15/2014 | 849 | -0- | 67.74 | 7/14/2024 | 2,228(3) | 694,913 | 7,200(4) | 2,245,680 | | | 10/22/2014 | 714 | -0- | 75.91 | 10/21/2024 | 4,175(6) | 1,302,183 | 9,900(5) | 3,087,810 | | | 10/16/2015 | 609 | -0- | 79.85 | 10/15/2025 | | | | | | | 10/18/2016 | 13,500 | -0- | 90.04 | 10/17/2026 | | | | | | | 10/18/2017 | 11,100 | -0- | 127.98 | 10/17/2027 | | | | | | | 10/17/2018 | 8,100 | -0- | 136.85 | 10/16/2028 | | | | | | | 10/16/2019 | 7,200 | -0- | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 5,100 | -0- | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 7,200 | 3,600 | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 3,667 | 7,333 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | -0- | 11,000 | 248.57 | 10/12/2033 | | | | | | Karl J. Jorgenrud | 10/18/2017 | 4,350 | -0- | 127.98 | 10/17/2027 | 1,114(3) | 347,457 | 6,000(4) | 1,871,400 | | | 10/17/2018 | 6,900 | -0- | 136.85 | 10/16/2028 | 4,175(6) | 1,302,183 | 9,600(5) | 2,994,240 | | | 10/16/2019 | 7,200 | -0- | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 5,100 | -0- | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 2,667 | 1,333 | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 6,933 | 3,467 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | -0- | 11,000 | 248.57 | 10/12/2033 | | | | |

  142. Outstanding Equity Awards at December 31, 2023 Table

    | (1) Stock options vest in three substantially equal annual installments on each of the first three anniversaries of the date of grant. |

  143. Outstanding Equity Awards at December 31, 2023 Table

    | 58 | 2024 Proxy Statement |

  144. Outstanding Equity Awards at December 31, 2023 Table

    | (2) The values shown are calculated by multiplying the number of Retention RSUs or PRSUs, as applicable, by $311.90, the closing price of our common stock on December 29, 2023, the last trading day of our fiscal year. |

  145. Outstanding Equity Awards at December 31, 2023 Table

    | (3) 70.72% of the target number of PRSUs granted in February 2021 (and February and March 2021 for Ms. Petz) vested in February 2024, based upon achievement of the Adjusted EPS and Adjusted RONAE performance goals set for the three-year performance period that ended December 31, 2023. |

  146. Outstanding Equity Awards at December 31, 2023 Table

    | (4) Amounts reflect unvested PRSUs, granted February 15, 2022, for the three-year performance period ending December 31, 2024. The PRSU amount and market value is reported at the maximum level of performance. The number of PRSUs earned will depend upon actual performance relative to the Adjusted EPS and Adjusted RONAE performance goals. The PRSUs will vest in February 2025, on the date the Compensation Committee approves the level of achievement of the performance goals. |

  147. Outstanding Equity Awards at December 31, 2023 Table

    | (5) Amounts reflect unvested PRSUs, granted February 14, 2023, for the three-year performance period ending December 31, 2025. The PRSU amount and market value is reported at the maximum level of performance. The number of PRSUs earned will depend upon actual performance relative to the Adjusted EPS and Adjusted RONAE performance goals. The PRSUs will vest in February 2026, on the date the Compensation Committee approves the level of achievement of the performance goals. |

  148. Outstanding Equity Awards at December 31, 2023 Table

    | (6) Amounts reflect unvested Retention RSUs granted February 14, 2023 that cliff-vest on the third anniversary of the grant date. |

  149. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table sets forth information regarding the number and value of stock options exercised and PRSUs, and for Ms. Petz and Mr. Jorgenrud, PRSUs and time-based RSUs, vested during 2023.

  150. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | John G. Morikis | — | — | 59,400 | 13,788,324 | | Allen J. Mistysyn | — | — | 15,300 | 3,551,538 | | Heidi G. Petz | 6,699(3) | 634,931(3) | 4,119 | 956,130 | | Justin T. Binns | — | — | 4,050 | 940,113 | | Karl J. Jorgenrud | — | — | 5,088 | 1,181,060 |

  151. 2023 Option Exercises and Stock Vested Table

    | (1) The value realized on the exercise of stock options is equal to the number of shares acquired multiplied by the difference between the exercise price and the market price of our common stock. The market price is equal to the adjusted closing price per share of our common stock on the date of exercise. |

  152. 2023 Option Exercises and Stock Vested Table

    | (2) The value realized on the vesting of PRSUs, and for Ms. Petz and Mr. Jorgenrud, PRSUs and time-based RSUs, is equal to the number of shares vested multiplied by the market price of our common stock, plus the amount of cash dividend equivalents that were paid on the earned shares upon vesting. The market price is equal to the adjusted closing price per share of our common stock on the vesting date, February 17, 2023. |

  153. 2023 Option Exercises and Stock Vested Table

    | (3) The exercise of these stock options was made solely at the direction of Ms. Petz’s ex-spouse pursuant to a domestic relations order. These stock options were sold immediately upon exercise, and Ms. Petz’s ex-spouse retained the after-tax proceeds from the sales. |

  154. 2023 Option Exercises and Stock Vested Table

    | | 59 |

  155. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table The following table sets forth information for 2023 relating to our 2005 Deferred Compensation Savings and Pension Equalization Plan.

  156. 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawal/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | John G. Morikis | -0- | 272,410 | 810,561 | -0- | 5,849,865 | | Allen J. Mistysyn | -0- | 103,772 | 482,053 | -0- | 2,174,040 | | Heidi G. Petz | -0- | 96,083 | 67,454 | -0- | 428,737 | | Justin T. Binns | -0- | 125,296 | 82,023 | -0- | 513,324 | | Karl J. Jorgenrud | -0- | 132,610 | 108,972 | -0- | 552,258 |

  157. 2023 Nonqualified Deferred Compensation Table

    | (1) Amounts represent Company contributions for each NEO. These amounts are also reported in the “All Other Compensation” column of the Summary Compensation Table. |

  158. 2023 Nonqualified Deferred Compensation Table

    | (2) Amounts include earnings, dividends, and interest provided on account balances, including the change in value of the underlying investments in which our NEOs are deemed to be invested. These amounts are not reported in the Summary Compensation Table. |

  159. 2023 Nonqualified Deferred Compensation Table

    | (3) Amounts represent each NEO’s aggregate account balance at December 31, 2023. The amounts include 2023 Company contributions, which are also reported in the “All Other Compensation” column of the Summary Compensation Table. The table below sets forth the portion of these aggregate account balances that were reported as compensation in the Summary Compensation Table for 2021, 2022, and 2023 for each NEO that served as a NEO during each such year. |

  160. 2023 Nonqualified Deferred Compensation Table

    | Name | Amount Reported ($) | | John G. Morikis | 1,473,895 | | Allen J. Mistysyn | 476,761 | | Heidi G. Petz | 292,337 | | Justin T. Binns | 302,534 | | Karl J. Jorgenrud | 205,560 |

  161. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following information and table set forth the payments to each of our NEOs in the event of a termination of employment as a result of retirement, involuntary termination, death, disability, voluntary termination, termination for cause, and termination following a change in control. The information and amounts shown in the table assume that each NEO was terminated on December 31, 2023.

  162. Retirement

    Retirement An NEO is eligible to elect retirement upon satisfying the criteria for retirement (age 65, age 55 – 59 with at least 20 years of vesting service, or age 60 or older if the combination of age and years of vesting service equals at least 75). In the event of retirement and required notice: (a) all outstanding stock options will continue to vest in accordance with their terms; and (b) all outstanding PRSUs continuing to vest, subject to the attainment of the applicable performance goals, as if the NEO had continued employment throughout the restriction period. The Retention RSUs will continue to vest subject to their terms, provided the NEO does not retire before February 14, 2025. At December 31, 2023, Messrs. Morikis and Mistysyn were the only NEOs eligible for retirement.

  163. Involuntary Termination

    Involuntary Termination All of the NEOs participate in the Key Employee Separation Plan (“KESP”). Under the KESP, each NEO is entitled, subject to execution and non-revocation of a release of claims against Sherwin-Williams, to certain severance payments and benefits in the event his or her employment is involuntarily terminated prior to a change in control by Sherwin-Williams for reasons other than cause, death, or disability. These payments and benefits include: (a) a cash severance amount equal to a multiple of each NEO’s annual base salary and target annual cash incentive compensation (for Mr. Morikis, 2x; and for Ms. Petz and Messrs. Mistysyn, Binns, and Jorgenrud, 1.5x). Each NEO’s cash severance amount is payable in the form of base salary continuation, with the exception of amounts payable for target annual cash incentive awards, which are paid on applicable payment dates after each performance period; (b) an annual cash incentive compensation payment prorated for the amount of time the executive was employed in the year of termination, payable to the extent applicable performance goals are achieved, and paid on the applicable payment date after the performance period; (c) continuation of medical and dental coverage benefits until the earliest of: (i) reaching the age of 65, (ii) the date similar benefits are provided by another employer, and (iii) 18 months following the termination of employment; (d) reasonable outplacement assistance for expenses actually incurred, as approved by the Compensation Committee; and (e) continued vesting of equity awards (2 years, for Mr. Morikis, 18 months, for each of Ms. Petz and Messrs. Mistysyn, Binns, and Jorgenrud, or such longer period as provided in the applicable equity award agreements, including continued vesting in the event of retirement for NEOs that are eligible for retirement at December 31, 2023 or will become eligible for retirement during the continued vesting period), with PRSUs continuing to be subject to the attainment of the applicable performance goals. At December 31, 2023, Messrs. Morikis and Mistysyn were the only NEOs eligible for retirement. As described above, the NEOs must sign a release of claims against Sherwin-Williams to receive payment under the KESP, which release includes restrictive covenants regarding the protection of our intellectual property, the confidentiality of our proprietary information, non-competition and non-solicitation restrictions that apply following termination of employment, and a requirement not to disparage Sherwin-Williams. For purposes of the table, we have assumed the NEOs have complied with these restrictive covenants.

  164. Death and Disability

    Death and Disability In the event of the death or disability of an NEO, all outstanding stock options will immediately vest and become exercisable. With respect to restricted stock units, (a) all Retention RSUs will immediately vest and (b) the greater of the following will immediately vest: (i) 100% of the target PRSUs and (ii) the percentage of PRSUs that would be earned based on actual achievement of the applicable performance metric measured as of the end of the last completed fiscal quarter preceding the date of the NEO’s death or disability and the projected forecast of the performance metric over the remaining performance period. Messrs. Morikis and Mistysyn participate in our executive life insurance plan. Under our executive life insurance plan, the beneficiary of an NEO is entitled to receive a death benefit based upon the following formulas: (a) if the event occurs prior to age 62, then the death benefit will equal 4-times the NEO’s base salary; (b) if the event occurs on or after age 62 and before age 65, then the death benefit will equal 4-times the NEO’s base salary at age 62; and (c) if the event occurs at age 65 or older, then the death benefit will equal 2.5-times the NEO’s base salary at age 62. All such NEOs were less than 62 years of age on December 31, 2023. This plan was frozen to new participants beginning in January 2008. Each NEO also participates in one of two executive long-term disability plans. Messrs. Morikis and Mistysyn participate in our original long-term disability plan, which was frozen to new participants effective January 1, 2008. Upon the occurrence of a disability under our original plan, a covered NEO will receive an annual benefit equal to 60% of base salary until the earliest of: (a) age 65; (b) recovery from the disability; (c) the date the NEO begins receiving retirement plan benefits; and (d) death. Ms. Petz and Messrs. Binns and Jorgenrud participate in our second plan, adopted as of January 1, 2013, which covers executives not otherwise participating in our original frozen plan. This second plan provides substantially similar

  165. Death and Disability

    | 62 | 2024 Proxy Statement |

  166. Death and Disability

    benefits, subject to a benefit cap of $35,000 per month, until the earliest of: (a) Social Security normal retirement age (or, if age 60 or older at the time of disability, a period of 12–60 months depending on the executive’s age); (b) recovery from the disability; and (c) death. The amounts set forth in the table for the NEOs reflect the amount of the first annual payment (60% multiplied by the NEO’s 2023 base salary) under the plans.

  167. Estimated Payments Upon Termination or Change in Control Table

    Estimated Payments Upon Termination or Change in Control Table

  168. Estimated Payments Upon Termination or Change in Control Table

    | Event | Morikis* | Mistysyn | Petz | Binns | Jorgenrud | | Retirement | | | | | | | Annual cash incentive | $4,731,000 | $1,677,000 | N/A | N/A | N/A | | Continued vesting of stock options | 8,126,718 | 2,079,539 | N/A | N/A | N/A | | Continued vesting of PRSUs and Retention RSUs | 24,374,985 | 6,362,760 | N/A | N/A | N/A | | Total | $37,232,703 | $10,119,299 | N/A | N/A | N/A | | Involuntary Termination | | | | | | | Annual cash incentive | $4,731,000 | $1,677,000 | $1,746,000 | $1,053,000 | $982,000 | | Continued vesting of stock options | 8,126,718 | 2,079,539 | 1,435,801 | 645,122 | 589,327 | | Continued vesting of PRSUs and Retention RSUs | 24,374,985 | 8,967,125 | 2,680,781 | 2,105,325 | 1,426,943 | | Cash severance payment | 7,731,077 | 2,541,738 | 2,659,633 | 1,890,688 | 1,790,312 | | Continued health care benefits | 25,563 | 32,568 | 22,140 | 32,568 | 36,506 | | Outplacement services | 150,000 | 90,000 | 90,000 | 70,369 | 67,505 | | Total | $45,139,343 | $15,387,970 | $8,634,355 | $5,797,072 | $4,892,593 | | Death | | | | | | | Annual cash incentive | $4,731,000 | $1,677,000 | $1,746,000 | $1,053,000 | $982,000 | | Accelerated stock options | 8,126,718 | 2,079,539 | 3,739,783 | 1,464,463 | 1,389,304 | | Accelerated PRSUs and Retention RSUs | 24,374,985 | 6,362,760 | 7,905,106 | 4,951,413 | 4,226,245 | | Life insurance proceeds | 6,000,000 | 3,816,000 | N/A | N/A | N/A | | Total | $43,232,703 | $13,935,299 | $13,390,889 | $7,468,876 | $6,597,549 | | Disability | | | | | | | Annual cash incentive | $4,731,000 | $1,677,000 | $1,746,000 | $1,053,000 | $982,000 | | Accelerated stock options | 8,126,718 | 2,079,539 | 3,739,783 | 1,464,463 | 1,389,304 | | Accelerated PRSUs and Retention RSUs | 24,374,985 | 6,362,760 | 7,905,106 | 4,951,413 | 4,226,245 | | Disability benefits | 900,000 | 572,400 | 780,000 | 462,000 | 462,000 | | Total | $38,132,703 | $10,691,699 | $14,170,889 | $7,930,876 | $7,059,549 | | Change in Control with Termination | | | | | | | Cash severance payment | $13,462,000 | $4,792,499 | $4,695,834 | $3,932,552 | $3,537,626 | | Annual cash incentive | 4,731,000 | 1,677,000 | 1,746,000 | 1,053,000 | 982,000 | | Accelerated stock options | 8,126,718 | 2,079,539 | 3,739,783 | 1,464,463 | 1,389,304 | | Accelerated PRSUs and Retention RSUs | 24,374,985 | 6,362,760 | 7,905,106 | 4,951,413 | 4,226,245 | | Continued health care benefits | 25,563 | 32,568 | 22,140 | 32,568 | 36,506 | | Outplacement services | 150,000 | 90,000 | 90,000 | 70,369 | 67,505 | | Excise tax | -0- | N/A | N/A | N/A | N/A | | Total | $50,870,266 | $15,034,366 | $18,198,863 | $11,504,365 | $10,239,186 |

  169. Estimated Payments Upon Termination or Change in Control Table

    | * Mr. Morikis did not receive Retention RSUs. For Mr. Morikis, amounts shown for the continued vesting of or accelerated PRSUs and Retention RSUs consist only of the value of accelerated PRSUs. |

  170. Estimated Payments Upon Termination or Change in Control Table

    | 64 | 2024 Proxy Statement |

  171. Estimated Payments Upon Termination or Change in Control Table

    2023 CEO Pay Ratio As required by SEC rules, we disclose below the annual total compensation of John G. Morikis, who served as our CEO for all of 2023, the 2023 annual total compensation of our median employee, and the ratio of these amounts. We calculated the annual total compensation for both Mr. Morikis and our median employee using the same methodology that is used for the Summary Compensation Table.

  172. Estimated Payments Upon Termination or Change in Control Table

    | • | Mr. Morikis’ annual total compensation — $19,281,779 |

  173. Estimated Payments Upon Termination or Change in Control Table

    | • | Our median employee’s annual total compensation — $49,745 |

  174. Estimated Payments Upon Termination or Change in Control Table

    | • | Ratio of Mr. Morikis’ annual total compensation to our median employee’s annual total compensation — 388:1 |

  175. Estimated Payments Upon Termination or Change in Control Table

    Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year in the subsequent three-year period. The pay ratio analysis of our employee population was conducted with November 1, 2021 as the determination date to identify our median employee. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2021 CEO pay ratio disclosure and ultimately require us to identify a new median employee for the 2023 CEO pay ratio disclosure. Although this is the case, the median employee used in the 2021 and 2022 CEO pay ratio disclosures did experience a change in circumstances in 2023, resulting in compensation that we reasonably believe would not have been representative and would have resulted in a significant change in our pay ratio disclosure. Consistent with SEC rules, for 2023, we chose to use a substitute employee who had substantially similar compensation to that of the initial median employee based on the compensation measure we had used to select the initial median employee. For the pay ratio analysis of our employee population conducted in 2021 and to determine our median employee, we used November 1st as the determination date, which was within the last three months of our 2021 fiscal year. At November 1, 2021, we employed 61,496 people in 58 countries, including 51,116 full-time employees and 10,380 part-time employees. We identified the median employee as of the determination date using total cash compensation (base salary, including overtime and cash incentive compensation, where applicable), which was consistently applied across our entire global employee population for the trailing 12 months preceding November 1, 2021 (excluding our CEO). In determining our median employee, we did not use any of the permitted exemptions. We also did not rely on any material assumptions, adjustments (e.g., cost-of-living adjustments), or estimates (e.g., statistical sampling) to identify our median employee or determine annual total compensation or any elements of annual total compensation for Mr. Morikis or our median employee.

  176. Estimated Payments Upon Termination or Change in Control Table

    | | 65 |

  177. Estimated Payments Upon Termination or Change in Control Table

    Pay Versus Performance We disclose below pay versus performance information, including the relationship between executive compensation actually paid, as calculated by SEC rules, and Company performance.

  178. Pay Versus Performance Table

    Pay Versus Performance Table

  179. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c) (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e) (1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (h) (4) | Adjusted EPS (i) (5) | | | | | | | Total Shareholder Return (f) (3) | Peer Group Total Shareholder Return (g) (3) | | | | 2023 | $19,281,779 | $38,382,596 | $6,962,401 | $11,841,924 | $166.24 | $151.33 | $2,388,800,000 | $9.57 | | 2022 | 12,749,910 | (19,713,828) | 3,452,393 | (760,145) | 125.26 | 133.55 | 2,020,100,000 | 7.92 | | 2021 | 15,843,760 | 48,088,376 | 3,618,848 | 8,939,692 | 184.10 | 171.96 | 1,864,400,000 | 7.32 | | 2020 | 15,323,284 | 34,290,383 | 4,096,941 | 8,156,681 | 127.05 | 119.46 | 2,030,400,000 | 7.36 |

  180. Pay Versus Performance Table

    | 1 | John G. Morikis served as our principal executive officer (“PEO”) for the full year for each of 2023, 2022, 2021, and 2020. Our non-PEO NEOs included: (a) for 2023 and 2022, Allen J. Mistysyn, Heidi G. Petz, Justin T. Binns, and Karl J. Jorgenrud; (b) for 2021, Allen J. Mistysyn, Heidi G. Petz, Mary L. Garceau, Justin T. Binns, and Peter J. Ippolito; and (c) for 2020, Allen J. Mistysyn, Mary L. Garceau, Peter J. Ippolito, and David B. Sewell. |

  181. Pay Versus Performance Table

    | 2 | For each year, the values included in these columns for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in columns (b) and (d), respectively: |

  182. Pay Versus Performance Table

    | PEO | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table (“SCT”) Total for PEO (column (b)) | $19,281,779 | $12,749,910 | $15,843,760 | $15,323,284 | | - aggregate change in actuarial present value of pension benefits | -0- | -0- | -0- | -0- | | + service cost of pension benefits | -0- | -0- | -0- | -0- | | + prior service cost of pension benefits | -0- | -0- | -0- | -0- | | - SCT “Stock Awards” column value | 7,829,325 | 5,357,573 | 5,895,615 | 5,742,396 | | - SCT “Option Awards” column value | 4,725,225 | 4,248,445 | 4,496,806 | 3,904,509 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 28,153,093 | 9,783,283 | 24,320,152 | 19,235,117 | | -/+ change in fair value of equity awards granted in prior years that were outstanding and unvested as of the covered year-end | 4,729,453 | (20,046,896) | 17,756,334 | 7,552,919 | | + vesting date fair value of equity awards granted and vested in the covered year | -0- | -0- | -0- | -0- | | -/+ change in fair value of equity awards granted in prior years that vested in the covered year | (1,227,179) | (12,594,107) | 560,551 | 1,825,968 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | -0- | -0- | -0- | -0- | | + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | -0- | -0- | -0- | -0- | | + excess fair value for equity award modifications | -0- | -0- | -0- | -0- | | Compensation Actually Paid to PEO (column (c)) | $38,382,596 | $(19,713,828) | $48,088,376 | $34,290,383 |

  183. Pay Versus Performance Table

    | 66 | 2024 Proxy Statement |

  184. Pay Versus Performance Table

    | Average for Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Average SCT Total for Non-PEO NEOs (column (d)) | $6,962,401 | $3,452,393 | $3,618,848 | $4,096,941 | | - aggregate change in actuarial present value of pension benefits | -0- | -0- | -0- | -0- | | + service cost of pension benefits | -0- | -0- | -0- | -0- | | + prior service cost of pension benefits | -0- | -0- | -0- | -0- | | - SCT “Stock Awards” column value | 3,044,738 | 1,083,784 | 1,074,291 | 1,239,836 | | - SCT “Option Awards” column value | 1,589,850 | 877,473 | 865,948 | 837,232 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 8,616,321 | 2,000,614 | 4,500,593 | 4,146,248 | | -/+ change in fair value of equity awards granted in prior years that were outstanding and unvested as of the covered year-end | 1,066,986 | (2,812,473) | 2,596,782 | 1,556,400 | | + vesting date fair value of equity awards granted and vested in the covered year | -0- | -0- | -0- | -0- | | -/+ change in fair value of equity awards granted in prior years that vested in the covered year | (169,196) | (1,439,422) | 163,708 | 434,160 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | -0- | -0- | -0- | -0- | | + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | -0- | -0- | -0- | -0- | | + excess fair value for equity award modifications | -0- | -0- | -0- | -0- | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $11,841,924 | $(760,145) | $8,939,692 | $8,156,681 |

  185. Pay Versus Performance Table

    | 3 | For each year, total shareholder return for the Company and the peer group was calculated in accordance with Item 201(e) and Item 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, our peer group is the same peer group used for purposes of the performance graph included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2023, 2022, 2021, and 2020 and consists of the following entities: Akzo Nobel N.V., Axalta Coating Systems Ltd., BASF SE, Genuine Parts Company, H.B. Fuller Company, The Home Depot, Inc., Lowe’s Companies, Inc., Masco Corporation, Newell Brands Inc., PPG Industries, Inc., RPM International Inc., and Stanley Black & Decker, Inc. (for purposes of this section only, the “Peer Group”). |

  186. Pay Versus Performance Table

    | 4 | Net income is rounded to the nearest hundred thousand. |

  187. Pay Versus Performance Table

    | 5 | Adjusted EPS is calculated as described in Appendix A. |

  188. Pay Versus Performance Table

    | | 67 |

  189. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance Table for each of 2023, 2022, 2021, and 2020, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance Table.

  190. Pay Versus Performance Relationship Descriptions

    | 68 | 2024 Proxy Statement |

  191. Pay Versus Performance

    Pay Versus Performance Adjusted EPS. We calculate Adjusted EPS as diluted net income per common share (as determined in accordance with GAAP), (a) for 2023, as described above under “Annual Cash Incentive Compensation Program”, (b) for 2022, as described below and excluding a net expense of $0.20 per share for restructuring, and (c) for 2021, as described below and excluding a loss of $0.34 per share for the Wattyl divestiture. For 2020, no adjustments were made to GAAP EPS.

  192. Pay Versus Performance

    | 2022 Adjusted EPS | $ per share | | Diluted Net Income Per Share (as determined in accordance with GAAP) | $7.72 | | Restructuring | 0.20 | | Adjusted EPS | $7.92 |

  193. Pay Versus Performance

    | 2021 Adjusted EPS | $ per share | | Diluted Net Income Per Share (as determined in accordance with GAAP) | $6.98 | | Loss on divestiture | 0.34 | | Adjusted EPS | $7.32 |

  194. Pay Versus Performance

    | | A-3 |

  195. Pay Versus Performance

    101 WEST PROSPECT AVENUE CLEVELAND, OHIO 44115-1075