DEF 14A of Sherwin Williams Co, Mar 6, 2025

DEF 14A of Sherwin Williams Co

Filed Mar 6, 2025 · FY20240001193125-25-047877

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees The following table provides summary information about each of our director nominees. Our Board is currently comprised of 11 directors who are elected annually by a majority of votes cast. Arthur F. Anton, who has served as a director since 2006, and Christine A. Poon, who has served as a director since 2014, are not standing for re-election and will retire from the Board following the Annual Meeting. John G. Morikis, who served as our Executive Chairman until December 31, 2024, also is not standing for re-election and will retire from the Board following the Annual Meeting. The Company and the Board extend their sincere gratitude to Messrs. Anton and Morikis and Ms. Poon for their many contributions and dedicated service to the Company. The Board has approved that, immediately upon the conclusion of the Annual Meeting, the size of the Board will be reduced from 11 to nine members. The Board has nominated Mr. Robert J. Gamgort for election to the Board to fill the remaining open position.

  2. Our Director Nominees

    | 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 | | | Jeff M. Fettig Retired, Former Chairman & CEO, Whirlpool Corporation | 2019 | ● L | F | | ● | 1 | | | Robert J. Gamgort Executive Chairman, Keurig Dr Pepper Inc. | N/A | ● | | | | 1 | | | Heidi G. Petz Chair, President and CEO, The Sherwin-Williams Company | 2023 | | | | | 1 | | | Aaron M. Powell CEO, Pizza Hut Division, Yum! Brands, Inc. | 2021 | ● | | ● | | 0 | | | Marta R. Stewart Retired, Former Executive VP & CFO, Norfolk Southern Corporation | 2021 | ● | C,F | | ● | 1 | | | Michael H. Thaman Retired, Former Chair & CEO, Owens Corning | 2017 | ● | F | | | 2 | | | 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 | ● | | ● | | 1 |

  3. Our Director Nominees

    | 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

    | | 5 |

  5. Director Biographies

    Director Biographies

  6. Director Biographies

    | Kerrii B. Anderson | | | | Committee Membership • Compensation Committee (Chair) • Nominating Committee Age 67 Director since 2019 Independent | Reasons for Nomination and 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. Ms. Anderson’s breadth of experience provides insight to the Board on a variety of matters relevant to Sherwin-Williams’ global operations and business strategy. | Career Highlights Private Investor and Board Advisor (2008-present) Wendy’s International, Inc. (restaurant operating and franchising company n/k/a The Wendy’s Company) • Chief Executive Officer and President (2006-2008) (retired) • Interim Chief Executive Officer and President (2006) • Executive Vice President and Chief Financial Officer (2000-2006) M/I Schottenstein Homes, Inc. (n/k/a M/I Homes, Inc.) • Senior Vice President and Chief Financial Officer (1987-2000) Other Public Directorships—Current • Labcorp Holdings Inc. (NYSE: LH) • Worthington Enterprises, Inc. (NYSE: WOR) • Abercrombie & Fitch Co. (NYSE: ANF) Other Public Directorships—Past 5 Years • None Other Current Affiliations • Board of Trustees, Elon University • Board of Directors, OhioHealth Corporation • Audit Committee Chair, The Columbus Foundation |

  7. Director Biographies

    | | 23 |

  8. Director Biographies

    | Jeff M. Fettig | | | | Lead Director since 2023 Committee Membership • Audit Committee • Nominating Committee Age 68 Director since 2019 Independent | Reasons for Nomination and 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. Mr. Fettig’s 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. | Career Highlights Whirlpool Corporation (a leading home appliance company) • Executive Chairman (2017-2018) (retired) • Chairman and Chief Executive Officer (2004-2017) • President and Chief Operating Officer (1999-2004) • Executive Vice President, Whirlpool and President, Whirlpool Europe and Asia (1994-1999) Other Public Directorships—Current • Dow Inc. (NYSE: DOW) Other Public Directorships—Past 5 Years • None Other Current Affiliations • Board of Directors, Kohler Company • Board of Directors, Indiana University Foundation | | Robert J. Gamgort | | | | Committee Membership • N/A Age 62 Director Nominee Independent | Reasons for Nomination and Qualifications Mr. Gamgort will bring more than 35 years of experience in the consumer products industry to the Board, including serving as Chief Executive Officer of Keurig Dr Pepper, Keurig Green Mountain and Pinnacle Foods. Through his broad range of service in executive leadership roles at large public companies, he gained deep experience in sales, marketing, and brand management, and extensive experience leading significant business transformations, including through strategic acquisitions, innovation, and new business creation. Mr. Gamgort’s depth of experience in consumer products will enable him to advise the Board on a variety of matters relevant to Sherwin-Williams’ sales and marketing, business strategy, and operations. | Career Highlights Keurig Dr Pepper Inc. (a leading beverage company in North America) • Executive Chairman (2022; 2024-present) • Executive Chairman, President, and Chief Executive Officer (2022-2024) • Chairman, President and Chief Executive Officer (2019-2022) • President and Chief Executive Officer (2018-2019) Keurig Green Mountain • Chief Executive Officer (2016-2018) Pinnacle Foods Inc. • Chief Executive Officer (2009-2016) Mars, Inc. • Various leadership roles of increasing responsibility, including President, North America (1998-2009) Kraft Foods • Various sales leadership and brand management roles Other Public Directorships—Current • Keurig Dr Pepper Inc. (Nasdaq: KDP) Other Public Directorships—Past 5 Years • Wayfair Inc. (NYSE: W) |

  9. Director Biographies

    | 24 | 2025 Proxy Statement |

  10. Director Biographies

    | Heidi G. Petz | | | | Chair since 2025 Committee Membership • None Age 50 Director since 2023 Not Independent | Reasons for Nomination and Qualifications Since joining the Company, Ms. Petz, our current Chair, President and Chief Executive Officer, 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 paint and 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. | Career Highlights The Sherwin-Williams Company • Chair (2025-present) • President and Chief Executive Officer (2024-present) • President and Chief Operating Officer (2022-2024) • President, The Americas Group (2021-2022) • Senior Vice President, Marketing, The Americas Group (2020-2021) • President, Consumer Brands Group (2020) • President & General Manager, Retail North America, Consumer Brands Group (2019-2020) • Senior Vice President, Marketing, Consumer Brands Group (2017-2019) Other Public Directorships—Current • Ulta Beauty, Inc. (Nasdaq: ULTA) Other Public Directorships—Past 5 Years • None Other Current Affiliations • Board of Directors, University Hospitals Health System, Inc. • Policy Advisory Board, Joint Center for Housing Studies of Harvard University |

  11. Director Biographies

    | | 25 |

  12. Director Biographies

    | Aaron M. Powell | | | | Committee Membership • Compensation Committee Age 53 Director since 2021 Independent | Reasons for Nomination and 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. Mr. Powell’s breadth of experience enables him to provide the Board with a valuable perspective on Sherwin-Williams’ global operations, sales and marketing, and other business matters. | Career Highlights Yum! Brands, Inc. (global restaurant company) • Chief Executive Officer, Pizza Hut Division (2021-present) Kimberly-Clark Corporation (global manufacturer and marketer of personal care, consumer tissue, and professional brands) • President, Asia-Pacific Consumer Business (2020-2021) • President, Kimberly-Clark Professional (2018-2020) • President, Kimberly-Clark Europe, Middle East & Africa (2018) • President, Kimberly-Clark Professional, North America (2015-2018) • Vice President and Managing Director, Central & Eastern Europe (2014-2015) Bain & Company • Manager, Consumer Practice The Procter & Gamble Company • Various sales leadership and brand management roles Other Public Directorships—Past 5 Years • None Other Current Affiliations • Advisory Board, Washington University |

  13. Director Biographies

    | 26 | 2025 Proxy Statement |

  14. Director Biographies

    | Marta R. Stewart | | | | Committee Membership • Audit Committee (Chair) • Nominating Committee Age 67 Director since 2021 Independent | Reasons for Nomination and Qualifications Through her 33-year career at a premier transportation and distribution company, Norfolk Southern Corporation, Ms. Stewart brings broad financial and strategic expertise leadership to the Board. Ms. Stewart’s extensive financial expertise and significant knowledge of strategic planning, capital markets, and accounting systems and controls enable her to provide the Board with a meaningful perspective on matters relevant to Sherwin-Williams’ business strategy and operations. | Career Highlights Norfolk Southern Corporation (major freight railroad) • Executive Vice President and Chief Financial Officer (2013-2017) (retired) • Vice President and Treasurer (2009-2013) • Vice President, Controller and Principal Accounting Officer (2003-2009) • Various positions of increasing responsibility (1983-2003) Peat Marwick (a predecessor to KPMG International Limited) • Various accounting advisory roles Other Public Directorships—Current • Simon Property Group, Inc. (NYSE: SPG) Other Public Directorships—Past 5 Years • Raytheon Company (formerly NYSE: RTN) | | Michael H. Thaman | | | | Committee Membership • Audit Committee Age 61 Director since 2017 Independent | Reasons for Nomination and Qualifications Mr. Thaman brings relevant operational experience leading and managing a global manufacturing company, Owens Corning, to the Board. Through serving in a variety of leadership roles at Owens Corning during a 28-year career, Mr. Thaman gained significant knowledge and a unique understanding of the residential, construction, industrial and global markets, as well as operations, finance, and business strategy. This knowledge enables him to advise our Board on a variety of matters relevant to Sherwin-Williams’ operations and business strategy. | Career Highlights Owens Corning (global building and construction materials company) • Executive Chair (2019-2020)(retired) • Chair (2002-2019) • Chief Executive Officer (2007-2020) • President (2007-2018) • Chief Financial Officer (2000-2007) UBQ Materials Inc. (developer of advanced materials made from organic and unrecyclable waste) • Chief Executive Officer (2020) Other Public Directorships—Current • L’Air Liquide S.A. (Euronext Paris Stock Exchange; EPA: Al) • UL Solutions Inc. (NYSE: ULS) Other Public Directorships—Past 5 Years • Owens Corning (NYSE: OC) Other Current Affiliations • Board of Directors, Kohler Company |

  15. Director Biographies

    | | 27 |

  16. Director Biographies

    | Matthew Thornton III | | | | Committee Membership • Audit Committee • Nominating Committee (Chair) Age 66 Director since 2014 Independent | Reasons for Nomination and Qualifications 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. Mr. Thornton’s breadth of experience enables him to provide the Board with a meaningful perspective on Sherwin-Williams’ global operations, strategy and business matters. | Career Highlights FedEx Freight, a subsidiary of FedEx Corporation (transportation, e-commerce and business services company) • Executive Vice President and Chief Operating Officer (2018-2019) (retired) • Senior Vice President, US Operations, FedEx Express (2006-2018) • Senior Vice President-Air, Ground & Freight Services, FedEx Express (2004-2006) • Vice President-Regional Operations (Central Region), FedEx Express (1998-2004) Other Public Directorships—Current • Crown Castle Inc. (NYSE: CCI) Other Public Directorships—Past 5 Years • None Other Current Affiliations • Boards of Directors/ Trustees, registered investment companies in the Nuveen fund complex • The Executive Leadership Council | | Thomas L. Williams | | | | Committee Membership • Compensation Committee Age 66 Director since 2023 Independent | Reasons for Nomination and Qualifications Through his executive-level positions at both Parker-Hannifin and General Electric, Mr. Williams brings more than 30 years of global experience in the industrial sector to the Board as well as broad international operations experience and particular expertise on complex and cyclical businesses, and extensive knowledge of manufacturing, distribution, logistics and innovation. Mr. Williams’ extensive and diverse operations expertise enables him to provide a valuable perspective on Sherwin-Williams’ global operations and business strategy. | Career Highlights Parker-Hannifin Corporation (worldwide manufacturer of motion and control technologies and systems) • Executive Chairman (2023-2024) (retired) • Chairman of the Board (2016-2024) • Chief Executive Officer (2015-2023) • Executive Vice President (2008-2015) • Operating Officer (2006-2015) General Electric Company • Key management positions in several business groups Other Public Directorships—Current • Veralto Corporation (NYSE: VLTO) Other Public Directorships—Past 5 Years • The Goodyear Tire & Rubber Company (Nasdaq: GT) • Parker-Hannifin Corporation (NYSE: PH) |

  17. Director Biographies

    | 28 | 2025 Proxy Statement |

  18. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information regarding the compensation of our independent, non-management directors for 2024.

  19. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1, 2) | Stock Awards ($)(3,4) | All Other Compensation ($)(5) | Total ($) | | Kerrii B. Anderson | 160,000 | 181,235 | 7,000 | 348,235 | | Arthur F. Anton | 135,000 | 181,235 | 4,000 | 320,235 | | Jeff M. Fettig | 193,819 | 181,235 | 7,000 | 382,054 | | Christine A. Poon | 135,000 | 181,235 | 4,000 | 320,235 | | Aaron M. Powell | 135,000 | 181,235 | 4,000 | 320,235 | | Marta R. Stewart | 156,181 | 181,235 | 6,622 | 344,038 | | Michael H. Thaman | 135,000 | 181,235 | 7,000 | 323,235 | | Matthew Thornton III | 160,000 | 181,235 | 4,000 | 345,235 | | Thomas L. Williams | 135,000 | 181,235 | 7,000 | 323,235 |

  20. 2024 Director Compensation Table

    | (1) Amounts reflect the annual Board retainer, the annual retainer for the Lead Director, and the annual retainers for committee Chairs. |

  21. 2024 Director Compensation Table

    | (2) Mses. Anderson and Poon and Messrs. Thaman and Williams 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 2024 were as follows: Ms. Anderson ($40,000), Ms. Poon ($33,748), Mr. Thaman ($135,001), and Mr. Williams ($135,001). These amounts were credited to either a common stock unit account or a shadow stock unit account under our Director Deferred Fee Plan. |

  22. 2024 Director Compensation Table

    | (3) Values reflect 594 restricted stock units (“RSUs”) granted to each non-management director under our 2006 Stock Plan for Nonemployee Directors during 2024. 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. |

  23. 2024 Director Compensation Table

    | (4) The number of unvested RSUs held by each non-management director at December 31, 2024 was as follows: (a) 1,244 for Mses. Anderson, Poon, and Stewart and Messrs. Anton, Fettig, Powell, Thaman, and Thornton; and (b) 1,062 for Mr. Williams. |

  24. 2024 Director Compensation Table

    | (5) Amounts include: (a) $4,000 for each director for identity theft protection and cybersecurity services; and (b) $3,000 for each of Ms. Anderson and Messrs. Fettig, Thaman, and Williams, and $2,622 for Ms. Stewart for charitable matching gifts under The Sherwin-Williams Foundation Matching Gifts Program. |

  25. 2024 Director Compensation Table

    | | 31 |

  26. 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.

  27. Table of Contents

    | 45 | Key Components of Our 2024 Executive Compensation Program | | 45 | Base Salary | | 45 | Annual Cash Incentive Compensation | | 48 | Long-Term Equity Incentive Compensation | | 50 | Other Compensation Policies and Practices | | 50 | No Employment Agreements | | 50 | No Excessive Perquisites | | 50 | Double-Trigger Acceleration Provision | | 50 | Dividend Equivalents | | 51 | Policies and Practices Related to the Timing of Equity Awards | | 51 | Internal Pay Equity | | 51 | Tally Sheets | | 51 | Executive Stock Ownership Requirements | | 51 | Retirement Plans and Other Benefits | | 51 | Clawback and Forfeiture Policies | | 52 | Anti-Hedging and Anti-Pledging Policy | | 52 | Change in Control Agreements | | 52 | Policy Concerning Future Severance Agreements | | 52 | Key Employee Separation Plan |

  28. 2024 Compensation Highlights

    | • | 2024 Annual Cash Incentive Program and Compensation. In 2024, target annual cash incentive opportunities as a percentage of base salary were increased for Ms. Petz, in connection with her promotion to CEO (from 100% to 160%), and Mr. Mistysyn (from 95% to 100%). Annual financial performance metrics remained unchanged from last year for Ms. Petz and Messrs. Mistysyn and Morikis, who had goals tied to the Company’s financial performance. Annual performance metrics and the weighting of performance goals differed for Messrs. Binns and Jorgenrud as compared to last year. The Compensation Committee approved the addition of Company financial goals (with an aggregate weighting 25%) to each of Messrs. Binns and Jorgenrud’s annual cash incentive compensation opportunity. The Compensation Committee also approved the addition of a new strategic leadership modifier for each of Messrs. Binns and Jorgenrud. The modifier can increase or decrease payouts up to 10%. NEOs’ 2024 annual performance goals are further described in “Annual Cash Incentive Compensation.” |

  29. 2024 Compensation Highlights

    | • | 2024 Long-Term Equity Incentive Compensation. Our 2024 long-term equity incentive (“LTI”) award program for our NEOs was unchanged from the prior year and was comprised of performance-based restricted stock units (“PRSUs”) granted in February and stock options granted in October. The target mix for our 2024 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”) goals, and 33% of the PRSUs awarded are subject to achievement of adjusted average annual return on net assets employed (“Adjusted RONAE”) goals. For more information, see “Long-Term Equity Incentive Compensation—2024 LTI Awards.” |

  30. 2024 Compensation Highlights

    | • | 2022–2024 PRSU Vesting. Our 2022–2024 PRSUs were earned at 163.83% 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 2022–2024 PRSUs.” |

  31. Executive Compensation Practices

    | What We Do | What We Don’t Do | | ✓ Performance-Based Pay. We emphasize pay for performance. For 2024, 90% of Ms. Petz’s total direct compensation and an average of 81% of our other non-Executive Chairman NEOs’ total direct compensation from our 2024 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 2024. ✓ 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 varied incentive compensation goals without steep payout cliffs. Vesting periods for annual equity awards encourage consistent behavior and reward long-term, sustained performance without encouraging excessive risk. ✓ 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. |

  32. 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. |

  33. 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 2024 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.

  34. 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:

  35. The Role of the Independent Compensation Consultant

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

  36. The Role of the Independent Compensation Consultant

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

  37. The Role of the Independent Compensation Consultant

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

  38. 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; |

  39. The Role of the Independent Compensation Consultant

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

  40. The Role of the Independent Compensation Consultant

    | • | prepares CEO pay recommendations; |

  41. 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; |

  42. The Role of the Independent Compensation Consultant

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

  43. The Role of the Independent Compensation Consultant

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

  44. The Role of the Independent Compensation Consultant

    CAP did not provide any services to Sherwin-Williams during 2024 other than those matters for which it was engaged by the Committee.

  45. The Role of the Independent Compensation Consultant

    | | 41 |

  46. The Role of Management

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

  47. The Role of Management

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

  48. The Role of Management

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

  49. 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.

  50. 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. 2024 Peer Group. During 2024, the Committee reviewed the composition of our peer group to confirm its continued appropriateness regarding company size and general industry relevance. Based upon its review and the recommendation of CAP, the Committee made no changes to our prior disclosed peer group, which was last updated in mid-2023. At the time the peer group was reviewed, in mid-2024, trailing twelve-month revenues for the 21 companies listed below ranged from approximately $7.9 billion to $67.0 billion and Sherwin-Williams ranked at the 55th percentile.

  51. 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 |

  52. 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 2024, 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, 2023, comparing Sherwin-Williams to the peer group listed above. At the time of such review, 2023 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.

  53. Peer Group

    | | 43 |

  54. Peer Group

    Sherwin-Williams’ cumulative TSR over the five-year period was 149%, which was at the 78th 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, our CEO’s realizable pay was well aligned with Sherwin-Williams’ performance. Realizable pay for Sherwin-Williams and the peers 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 2023 year-end closing stock price; (d) the vesting date value of long-term performance equity awards that were earned in 2021, 2022, and 2023, which consisted of PRSUs for Sherwin-Williams; (e) the value of target long-term performance equity awards granted in 2022 and 2023, which consisted of PRSUs for Sherwin-Williams, based on the 2023 year-end closing stock price; and (f) the in-the-money value of stock options granted during the five-year period based on the 2023 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 2024 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.

  55. Peer Group

    | 44 | 2025 Proxy Statement |

  56. 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 equal the amount an NEO could receive if he or she achieved 100% 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 equal to 200% of target. The following table sets forth the 2024 minimum, target, and maximum annual cash incentive compensation levels, as a percentage of base salary, for each NEO.

  57. Annual Cash Incentive Compensation

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

  58. Annual Cash Incentive Compensation

    | | 45 |

  59. Annual Cash Incentive Compensation

    Annual Performance Goals. Annual performance goals are established to drive growth, efficiency, and profitability. The CEO recommends the performance goals, performance levels, and weighting of each goal for each of our non-CEO NEOs (other than the Executive Chairman). In February of each year, the Committee generally reviews and approves the annual performance goals, performance levels, and the weighting of each goal applicable to each NEO under our Annual Performance Plan. In February 2024, the Compensation Committee approved performance goals for the NEOs as follows:

  60. Annual Cash Incentive Compensation

    | i. | for Ms. Petz and Messrs. Morikis and Mistysyn, financial performance goals related to the Company’s consolidated performance (100%); |

  61. Annual Cash Incentive Compensation

    | ii. | for Mr. Binns, financial performance goals related to our Global Architectural business (75%) and the Company’s consolidated performance (25%), subject to a +/- 10% modifier based on strategic leadership achievements; and |

  62. Annual Cash Incentive Compensation

    | iii. | for Mr. Jorgenrud, financial performance goals related to our Global Industrial business (75%) and the Company’s consolidated performance (25%), subject to a +/- 10% modifier based on strategic leadership achievements. |

  63. Annual Cash Incentive Compensation

    The Compensation Committee expects NEOs to be focused on a wide range of performance goals critical to the Company’s short- and long-term strategy. As compared to the prior year, the addition of financial performance goals related to the Company’s consolidated performance and a strategic leadership modifier for Messrs. Binns and Jorgenrud was intended to further align their short-term incentive compensation with overall Company performance and rewards positive impacts on strategic priorities important to our long-term growth. The modifier is based on each executive’s achievements in support of the Company’s enterprise strategic priorities, continued progress toward further alignment of Global Architectural and Global Industrial operations, and each executive’s ownership of a high-performing culture. Any increase due to the modifier cannot result in a payout that exceeds 200% of that executive’s target annual cash incentive opportunity. In February 2024, the Compensation Committee reviewed the businesses’ operating budgets and approved Global Architectural and Global Industrial financial performance goals and initial performance levels for each of Messrs. Binns and Jorgenrud. Due to ongoing restructuring initiatives in 2024, the Global Architectural and Global Industrial operating budgets, upon which certain of Messrs. Binns’ and Jorgenrud’s goals were initially determined, were revised to reflect updated expense allocations between these businesses. As a result, in July 2024, the Compensation Committee modified the threshold, target, and maximum levels for the Global Architectural and Global Industrial goals applicable to Messrs. Binns’ and Jorgenrud’s annual incentive awards to reflect the final 2024 operating budgets of these businesses. Calculation of 2024 Annual Cash Incentive Amounts Earned. Each year, the Committee reviews and approves the Company’s and each businesses’ achievement of applicable financial performance goals for the prior year. In February 2025, the Committee approved the annual cash incentive compensation amounts earned by each NEO for 2024 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 in Appendix A. Each financial 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 financial 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. In addition to the review of the financial results of the Company and each of the Global Architectural and Global Industrial businesses, the Compensation Committee qualitatively assessed each of Messrs. Binns and Jorgenrud’s achievement of the applicable strategic leadership objectives for 2024 related to the strategic leadership modifier. For 2024, based on input from Ms. Petz, the Committee considered each of Messrs. Binns and Jorgenrud’s year-over-year progress advancing the Company’s enterprise strategic priorities, further aligning the Global Architectural and Global Industrial operations, and fostering a high-performing culture capable of delivering on our strategic and financial goals. Mr. Binns and Mr. Jorgenrud partnered together to accelerate key projects in support of our enterprise strategic priorities, aimed at creating value for our stakeholders, including customers, shareholders, employees, and communities. As such, the Committee approved a strategic leadership modifier of +4% for Mr. Binns and +4% for Mr. Jorgenrud.

  64. Annual Cash Incentive Compensation

    | 46 | 2025 Proxy Statement |

  65. Annual Cash Incentive Compensation

    The following table shows, for each NEO, the applicable performance goals, threshold, target, and maximum performance levels for each financial performance goal, and the results. Adjusted EPS, Adjusted FCF, and each of Global Architectural and Global Industrial Sales, PBT, and RONAE are non-GAAP measures. For information on how these metrics are calculated, see Appendix A.

  66. Annual Cash Incentive Compensation

    | | | 2024 Annual Cash Incentive Financial Performance Goals | | | | | | | | (millions of dollars, except percentage and per share data) | | | | | | Name | Performance Goals(1) | Weighting | Threshold | Target | Maximum | Results | | Heidi G. Petz, | SHW Net Sales | 25% | $21,245 | $23,605 | $23,882 | $23,098 | | Allen J. Mistysyn, | SHW Adjusted EPS | 40% | $8.24 | $10.30 | $10.67 | $10.55 | | John G. Morikis | SHW Adjusted FCF | 35% | $1,724 | $2,155 | $2,213 | $1,892 | | Justin T. Binns | Global Architectural Sales | 20% | $15,404 | $17,116 | $17,364 | $16,709 | | | Global Architectural PBT | 30% | $3,214 | $4,017 | $4,115 | $3,862 | | | Global Architectural RONAE | 25% | 89.40% | 111.70% | 114.40% | 111.86% | | | SHW Net Sales | 7.5% | $21,245 | $23,605 | $23,882 | $23,098 | | | SHW Adjusted EPS | 10% | $8.24 | $10.30 | $10.67 | $10.55 | | | SHW Adjusted FCF | 7.5% | $1,724 | $2,155 | $2,213 | $1,892 | | Karl J. Jorgenrud | Global Industrial Sales | 20% | $7,272 | $8,080 | $8,177 | $7,870 | | | Global Industrial PBT | 30% | $1,409 | $1,761 | $1,788 | $1,780 | | | Global Industrial RONAE | 25% | 40.20% | 50.30% | 51.50% | 55.80% | | | SHW Net Sales | 7.5% | $21,245 | $23,605 | $23,882 | $23,098 | | | SHW Adjusted EPS | 10% | $8.24 | $10.30 | $10.67 | $10.55 | | | SHW Adjusted FCF | 7.5% | $1,724 | $2,155 | $2,213 | $1,892 |

  67. Annual Cash Incentive Compensation

    | 1. | Each of Messrs. Binns and Jorgenrud had a +/- 10% Strategic Leadership Modifier. After their financial performance results were calculated, each of Messrs. Binns and Jorgenrud’s cash incentive payouts were increased 4% to reflect achievement of their strategic leadership goals. |

  68. Annual Cash Incentive Compensation

    | | 47 |

  69. Annual Cash Incentive Compensation

    The calculations used to determine the incentive amounts earned by each NEO during 2024 are shown in the table below and are illustrated by the following formula, with amounts earned based on financial performance achievements rounded to the nearest thousand.

  70. Annual Cash Incentive Compensation

    | Weighting X Achievement Level = Weighted Achievement Level g Incentive Amount as a % of Salary X Salary = Payout Based on Financial Performance Achievements g Payout Based on Financial Performance Achievements x Strategic Leadership Modifier = Incentive Amount Earned |

  71. Annual Cash Incentive Compensation

    | Name | Weighting | | Achievement Level | | Weighted Achievement Level | | Incentive Amount as % of Salary | | Salary | Payout Based on Financial Performance Achievements | Strategic Leadership Modifier | Incentive Amount Earned | | Heidi G. Petz | SHW Net Sales | 25% | SHW Net Sales | 89.27 | SHW Net Sales | 22.32 | Minimum | 0% | | | | | | | SHW Adj. EPS | 40% | SHW Adj. EPS | 117.12 | SHW Adj. EPS | 46.85 | Target | 160% | | | | | | | SHW Adj. FCF | 35% | SHW Adj. FCF | 38.86 | SHW Adj. FCF | 13.60 | Maximum | 320% | | | | | | | | | | | Total | 82.77 | Result | 112.72% | $1,284,615 | $1,448,000 | — | $1,448,000 | | Allen J. Mistysyn | SHW Net Sales | 25% | SHW Net Sales | 89.27 | SHW Net Sales | 22.32 | Minimum | 0% | | | | | | | SHW Adj. EPS | 40% | SHW Adj. EPS | 117.12 | SHW Adj. EPS | 46.85 | Target | 100% | | | | | | | SHW Adj. FCF | 35% | SHW Adj. FCF | 38.86 | SHW Adj. FCF | 13.60 | Maximum | 200% | | | | | | | | | | | Total | 82.77 | Result | 70.47% | $939,461 | $662,000 | — | $662,000 | | John G. Morikis | SHW Net Sales | 25% | SHW Net Sales | 89.27 | SHW Net Sales | 22.32 | Minimum | 0% | | | | | | | SHW Adj. EPS | 40% | SHW Adj. EPS | 117.12 | SHW Adj. EPS | 46.85 | Target | 160% | | | | | | | SHW Adj. FCF | 35% | SHW Adj. FCF | 38.86 | SHW Adj. FCF | 13.60 | Maximum | 320% | | | | | | | | | | | Total | 82.77 | Result | 112.73% | $1,500,000 | $1,691,000 | — | $1,691,000 | | Justin T. Binns | GA Sales | 20% | GA Sales | 88.13 | GA Sales | 17.63 | Minimum | 0% | | | | | | | GA PBT | 30% | GA PBT | 80.66 | GA PBT | 24.20 | Target | 80% | | | | | | | GA RONAE | 25% | GA RONAE | 101.28 | GA RONAE | 25.32 | Maximum | 160% | | | | | | | SHW Net Sales | 7.5% | SHW Net Sales | 89.27 | SHW Net Sales | 6.70 | | | | | | | | | SHW Adj. EPS | 10% | SHW Adj. EPS | 117.12 | SHW Adj. EPS | 11.71 | | | | | | | | | SHW Adj. FCF | 7.5% | SHW Adj. FCF | 38.86 | SHW Adj. FCF | 2.91 | | | | | | | | | | | | | Total | 88.47 | Result(1) | 64.24% | $767,449 | $493,000 | 4% | $512,720 | | Karl J. Jorgenrud | GI Sales | 20% | GI Sales | 87.01 | GI Sales | 17.40 | Minimum | 0% | | | | | | | GI PBT | 30% | GI PBT | 117.25 | GI PBT | 35.18 | Target | 80% | | | | | | | GI RONAE | 25% | GI RONAE | 125.00 | GI RONAE | 31.25 | Maximum | 160% | | | | | | | SHW Net Sales | 7.5% | SHW Net Sales | 89.27 | SHW Net Sales | 6.70 | | | | | | | | | SHW Adj. EPS | 10% | SHW Adj. EPS | 117.12 | SHW Adj. EPS | 11.71 | | | | | | | | | SHW Adj. FCF | 7.5% | SHW Adj. FCF | 38.86 | SHW Adj. FCF | 2.91 | | | | | | | | | | | | | Total | 105.15 | Result(1) | 96.43% | $766,348 | $739,000 | 4% | $768,560 |

  72. Annual Cash Incentive Compensation

    | 1. | For Messrs. Binns and Jorgenrud, reflects the incentive amount as a percent of salary after taking into account the financial performance achievements. Taking into account the modifier, the final incentive amount earned was 66.81% of Mr. Binns’s salary and 100.29% of Mr. Jorgenrud’s salary. |

  73. 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. 2024 LTI Awards. Our annual 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 2024 target mix of our LTI awards for our NEOs and other key employees is set forth in the table below.

  74. Long-Term Equity Incentive Compensation

    | 48 | 2025 Proxy Statement |

  75. Long-Term Equity Incentive Compensation

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

  76. 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 2024.

  77. Long-Term Equity Incentive Compensation

    | | | Number of PRSUs Granted at Target in 2024 | | | Name | Number of Stock Options Granted in 2024 | Adjusted EPS Goal | Adjusted RONAE Goal | | Heidi G. Petz | 40,500 | 11,800 | 5,900 | | Allen J. Mistysyn | 15,500 | 5,500 | 2,750 | | John G. Morikis | 25,200 | 8,700 | 4,350 | | Justin T. Binns | 9,200 | 3,000 | 1,500 | | Karl J. Jorgenrud | 9,200 | 3,000 | 1,500 |

  78. Long-Term Equity Incentive Compensation

    2024 PRSU Grants. Our 2024 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 2024 grants of PRSUs are illustrated in the following table for the 2024–2026 performance period. Performance goals were established in early 2024 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 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.

  79. Long-Term Equity Incentive Compensation

    | | Adjusted EPS Goal | Adjusted RONAE Goal | % of Target Vesting | | Maximum | $35.25 | 15.50% | 200% | | Target | $33.10 | 15.00% | 100% | | Threshold | $29.79 | 14.00% | 50% |

  80. Long-Term Equity Incentive Compensation

    2024 Stock Option Grants. Our 2024 stock option awards will vest in substantially equal installments on the first, second, and third anniversaries of the October 15, 2024 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 2022–2024 PRSUs. In February 2025, the Committee approved the results and vesting of PRSUs for the 2022–2024 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.

  81. Long-Term Equity Incentive Compensation

    | | 49 |

  82. Long-Term Equity Incentive Compensation

    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.

  83. Long-Term Equity Incentive Compensation

    | Performance Goal | Threshold | Target | Maximum | Results | % of Target PRSUs Vesting | % of Target Vesting Overall | | Adjusted EPS | $25.52 | $27.15 | $28.65 | $28.04 | 159.21% | 163.83% | | Adjusted RONAE | 14.00% | 14.50% | 15.00% | 14.87% | 173.08% | |

  84. No Employment Agreements

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

  85. 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.

  86. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards 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. The Committee does not take into account material non-public information when determining the timing or terms of option awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation with such option awards. During fiscal 2024, the Company did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information. 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.

  87. 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.

  88. Clawback and Forfeiture Policies

    The terms of our equity award agreements also provide that if an executive 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.

  89. 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 equity acceleration provision, are generally in line with market practices. 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.

  90. 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).

  91. 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.

  92. 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. |

  93. Compensation Risk Assessment

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

  94. 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. |

  95. Compensation Risk Assessment

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

  96. Compensation Risk Assessment

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

  97. Compensation Risk Assessment

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

  98. 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. |

  99. 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, 2024, 2023 and 2022.

  100. 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 ($) | | Heidi G. Petz Chair, President and CEO* | 2024 | 1,284,615 | — | 5,400,447 | 4,519,209 | 1,448,000 | 340,026 | 12,992,297 | | | 2023 | 873,088 | — | 3,885,665 | 3,399,387 | 1,746,000 | 181,372 | 10,085,512 | | | 2022 | 760,802 | — | 1,226,925 | 963,637 | 402,000 | 167,762 | 3,521,126 | | Allen J. Mistysyn Senior Vice President – Finance and CFO | 2024 | 939,461 | — | 2,517,158 | 1,729,574 | 662,000 | 369,570 | 6,217,763 | | | 2023 | 882,769 | — | 4,094,447 | 1,264,171 | 1,677,000 | 207,631 | 8,126,018 | | | 2022 | 826,308 | — | 1,308,720 | 1,041,010 | 312,000 | 255,647 | 3,743,685 | | John G. Morikis Executive Chairman* | 2024 | 1,500,000 | — | 3,981,686 | 2,811,952 | 1,691,000 | 980,207 | 10,964,845 | | | 2023 | 1,478,462 | — | 7,829,325 | 4,725,225 | 4,731,000 | 517,767 | 19,281,779 | | | 2022 | 1,408,962 | — | 5,357,573 | 4,248,445 | 947,000 | 787,930 | 12,749,910 | | Justin T. Binns President, Global Architectural | 2024 | 767,449 | — | 1,372,995 | 1,026,586 | 512,720 | 209,749 | 3,889,499 | | | 2023 | 695,964 | — | 2,116,818 | 847,920 | 1,053,000 | 176,240 | 4,889,942 | | | 2022 | 655,385 | — | 981,540 | 773,724 | 887,000 | 144,098 | 3,441,747 | | Karl J. Jorgenrud President, Global Industrial | 2024 | 766,348 | — | 1,372,995 | 1,026,586 | 768,560 | 205,917 | 4,140,406 | | | 2023 | 648,114 | — | 2,082,021 | 847,920 | 982,000 | 188,078 | 4,748,133 | | | 2022 | 544,316 | — | 817,950 | 731,520 | 819,000 | 190,227 | 3,103,013 |

  101. Summary Compensation Table

    | * Ms. Petz, President and CEO, and a director of the Company, was elected to serve in the additional position of Chair of the Board, effective January 1, 2025. Mr. Morikis served as Executive Chairman from January 1 to December 31, 2024. We include more information about this transition in “Executive Chairman Transition” in the CD&A. |

  102. Summary Compensation Table

    | 1. | For 2024, the values in this column reflect the aggregate grant date fair value of PRSUs granted to each NEO. 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 13, 2024, by the number of PRSUs received by each NEO. The PRSUs were calculated assuming a payout of target or 100% of the award. As further described under the heading “Key Components of our 2024 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%. |

  103. Summary Compensation Table

    | The values below 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. |

  104. Summary Compensation Table

    | | 2024 | 2023 | 2022 | | Heidi G. Petz | $10,800,894 | $3,897,264 | $2,453,850 | | Allen J. Mistysyn | 5,034,315 | 4,314,828 | 2,617,440 | | John G. Morikis | 7,963,371 | 15,658,650 | 10,715,146 | | Justin T. Binns | 2,745,990 | 2,296,602 | 1,963,080 | | Karl J. Jorgenrud | 2,745,990 | 2,227,008 | 1,635,900 |

  105. 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 14, “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, 2024. |

  106. Summary Compensation Table

    | 54 | 2025 Proxy Statement |

  107. 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 2024 Executive Compensation Program—Annual Cash Incentive Compensation” in the CD&A. |

  108. Summary Compensation Table

    | 4. | The table below shows the components of “All Other Compensation” for each NEO for 2024. |

  109. Summary Compensation Table

    | | Petz | Mistysyn | Morikis | Binns | Jorgenrud | | Pension Investment Plan | $11,550 | $19,800 | $23,100 | $13,200 | $16,500 | | 401(k) Plan | 13,800 | 20,700 | 20,700 | 20,700 | 12,545 | | Deferred Compensation Savings Plan | 262,033 | 272,575 | 765,180 | 162,299 | 162,523 | | Executive Life Insurance Plan | — | 13,273 | 49,430 | — | — | | Executive Disability Income Plan | 3,850 | 3,850 | 4,620 | 3,850 | 3,674 | | Charitable Matching Gifts | 16 | 1,500 | — | 3,000 | 3,000 | | Perquisites | 48,777 | 37,872 | 117,177 | 6,700 | 7,675 | | Reimbursement of Taxes | — | — | — | — | — | | Total | $340,026 | $369,570 | $980,207 | $209,749 | $205,917 |

  110. Summary Compensation Table

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

  111. Summary Compensation Table

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

  112. Summary Compensation Table

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

  113. 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. |

  114. Summary Compensation Table

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

  115. 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. |

  116. Summary Compensation Table

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

  117. Summary Compensation Table

    | | Petz | Mistysyn | Morikis | Binns | Jorgenrud | | Executive physical exam | $— | $— | $— | $— | $2,825 | | Identity theft protection and cybersecurity services | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | | Personal use of corporate aircraft | 42,694 | 29,672 | 113,177 | 2,509 | — | | Executive financial planning | 2,083 | 4,200 | — | 191 | 850 | | Total | $48,777 | $37,872 | $117,177 | $6,700 | $7,675 |

  118. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table sets forth information regarding the grants of annual cash incentive compensation, PRSUs and stock options made to our NEOs during 2024.

  119. 2024 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 Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards($)(5) | | Name/Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Heidi G. Petz | | | | | | | | | | | | Annual Cash Incentive | | -0- | 2,055,384 | 4,110,768 | | | | | | | | PRSUs – Adj. EPS Goal | 2/13/2024 | | | | 5,900 | 11,800 | 23,600 | | | 3,600,298 | | PRSUs – Adj. RONAE Goal | 2/13/2024 | | | | 2,950 | 5,900 | 11,800 | | | 1,800,149 | | Stock Options | 10/15/2024 | | | | | | | 40,500 | 388.57 | 4,519,209 | | Allen J. Mistysyn | | | | | | | | | | | | Annual Cash Incentive | | -0- | 939,461 | 1,878,922 | | | | | | | | PRSUs – Adj. EPS Goal | 2/13/2024 | | | | 2,750 | 5,500 | 11,000 | | | 1,678,105 | | PRSUs – Adj. RONAE Goal | 2/13/2024 | | | | 1,375 | 2,750 | 5,500 | | | 839,053 | | Stock Options | 10/15/2024 | | | | | | | 15,500 | 388.57 | 1,729,574 | | John G. Morikis | | | | | | | | | | | | Annual Cash Incentive | | -0- | 2,400,000 | 4,800,000 | | | | | | | | PRSUs – Adj. EPS Goal | 2/13/2024 | | | | 4,350 | 8,700 | 17,400 | | | 2,654,457 | | PRSUs – Adj. RONAE Goal | 2/13/2024 | | | | 2,175 | 4,350 | 8,700 | | | 1,327,229 | | Stock Options | 10/15/2024 | | | | | | | 25,200 | 388.57 | 2,811,952 | | Justin T. Binns | | | | | | | | | | | | Annual Cash Incentive | | -0- | 613,959 | 1,227,918 | | | | | | | | PRSUs – Adj. EPS Goal | 2/13/2024 | | | | 1,500 | 3,000 | 6,000 | | | 915,330 | | PRSUs – Adj. RONAE Goal | 2/13/2024 | | | | 750 | 1,500 | 3,000 | | | 457,665 | | Stock Options | 10/15/2024 | | | | | | | 9,200 | 388.57 | 1,026,586 | | Karl J. Jorgenrud | | | | | | | | | | | | Annual Cash Incentive | | -0- | 613,078 | 1,226,157 | | | | | | | | PRSUs – Adj. EPS Goal | 2/13/2024 | | | | 1,500 | 3,000 | 6,000 | | | 915,330 | | PRSUs – Adj. RONAE Goal | 2/13/2024 | | | | 750 | 1,500 | 3,000 | | | 457,665 | | Stock Options | 10/15/2024 | | | | | | | 9,200 | 388.57 | 1,026,586 |

  120. 2024 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 2024 based upon the achievement of performance goals under our Annual Performance Plan. The amounts of annual cash incentive compensation earned in 2024 by our NEOs were determined and paid in February 2025. The amounts paid are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  121. 2024 Grants of Plan-Based Awards Table

    | (2) Amounts reflect the threshold, target, and maximum number of PRSUs granted on February 13, 2024 under our Equity Incentive Plan. The 2024 PRSUs were granted pursuant to our Equity Incentive Plan and consisted of two grants—one with an Adjusted EPS performance goal and one with an Adjusted RONAE performance goal. The actual number of shares of common stock earned for the 2024 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 2024 PRSUs are scheduled to vest and be paid, if earned, in shares of common stock in February 2027 on the date the Compensation Committee approves the level of achievement of the performance goals. 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 paid on our common stock. During 2024, the quarterly dividend rate was $0.715 per share. |

  122. 2024 Grants of Plan-Based Awards Table

    | | 57 |

  123. 2024 Grants of Plan-Based Awards Table

    | (3) Amounts reflect the number of stock options granted on October 15, 2024 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 14, 2034. |

  124. 2024 Grants of Plan-Based Awards Table

    | (4) The exercise price equals the average of the highest and lowest reported sale prices of our common stock on the grant date, October 15, 2024. |

  125. 2024 Grants of Plan-Based Awards Table

    | (5) 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. PRSU award 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 13, 2024, by the number of PRSUs received, 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 14, “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, 2024. |

  126. 2024 Grants of Plan-Based Awards Table

    | 58 | 2025 Proxy Statement |

  127. Outstanding Equity Awards at December 31, 2024 Table

    Outstanding Equity Awards at December 31, 2024 Table The following table sets forth information regarding the number of unexercised stock options and the number and value of unvested PRSUs and time-based RSUs outstanding at December 31, 2024 for our NEOs.

  128. Outstanding Equity Awards at December 31, 2024 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) | | Heidi G. Petz | 10/18/2017 | 420 | — | 127.98 | 10/17/2027 | 7,374(3) | 2,506,644 | 16,800(5) | 5,710,824 | | | 10/17/2018 | 579 | — | 136.85 | 10/16/2028 | 8,350(4) | 2,838,416 | 35,400(6) | 12,033,522 | | | 10/16/2019 | 3,000 | — | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 2,700 | — | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 11,700 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 9,134 | 4,566 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 14,700 | 29,400 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | — | 40,500 | 388.57 | 10/14/2034 | | | | | | Allen J. Mistysyn | 10/18/2017 | 28,020 | — | 127.98 | 10/17/2027 | 7,865(3) | 2,673,549 | 18,600(5) | 6,322,698 | | | 10/17/2018 | 26,269 | — | 136.85 | 10/16/2028 | 8,350(4) | 2,838,416 | 16,500(6) | 5,608,845 | | | 10/16/2019 | 25,865 | — | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 18,460 | — | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 16,000 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 9,867 | 4,933 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 5,467 | 10,933 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | — | 15,500 | 388.57 | 10/14/2034 | | | | | | John G. Morikis | 10/16/2019 | 103,865 | — | 186.85 | 10/15/2029 | 32,194(3) | 10,943,706 | 67,500(5) | 22,945,275 | | | 10/20/2020 | 75,460 | — | 227.05 | 10/19/2030 | | | 26,100(6) | 8,872,173 | | | 10/18/2021 | 64,262 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 40,267 | 20,133 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 20,434 | 40,866 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | — | 25,200 | 388.57 | | | | | | | Justin T. Binns | 10/16/2015 | 609 | — | 79.85 | 10/15/2025 | 5,899(3) | 2,005,247 | 9,900(5) | 3,365,307 | | | 10/18/2016 | 13,500 | — | 90.04 | 10/17/2026 | 4,175(4) | 1,419,208 | 9,000(6) | 3,059,370 | | | 10/18/2017 | 11,100 | — | 127.98 | 10/17/2027 | | | | | | | 10/17/2018 | 8,100 | — | 136.85 | 10/16/2028 | | | | | | | 10/16/2019 | 7,200 | — | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 5,100 | — | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 10,800 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 7,334 | 3,666 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 3,667 | 7,333 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | — | 9,200 | 388.57 | 10/14/2034 | | | | | | Karl J. Jorgenrud | 10/18/2017 | 4,350 | — | 127.98 | 10/17/2027 | 4,916(3) | 1,671,096 | 9,600(5) | 3,263,328 | | | 10/17/2018 | 6,900 | — | 136.85 | 10/16/2028 | 4,175(4) | 1,419,208 | 9,000(6) | 3,059,370 | | | 10/16/2019 | 7,200 | — | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 5,100 | — | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 4,000 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 6,934 | 3,466 | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 3,667 | 7,333 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | — | 9,200 | 388.57 | 10/14/2034 | | | | |

  129. Outstanding Equity Awards at December 31, 2024 Table

    | | 59 |

  130. Outstanding Equity Awards at December 31, 2024 Table

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

  131. Outstanding Equity Awards at December 31, 2024 Table

    | (2) The values shown are calculated by multiplying the number of Retention RSUs (defined below) or PRSUs, as applicable, by $339.93, the closing price per share of our common stock on December 31, 2024, the last trading day of our fiscal year. |

  132. Outstanding Equity Awards at December 31, 2024 Table

    | (3) Amount reflects 163.83% of the target number of PRSUs granted February 15, 2022 that vested in February 2025, based upon achievement of the Adjusted EPS and Adjusted RONAE performance goals for the three-year performance period that ended December 31, 2024. |

  133. Outstanding Equity Awards at December 31, 2024 Table

    | (4) On February 14, 2023, the Compensation Committee approved grants of time-based 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. 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. The amounts shown reflect unvested Retention RSUs granted February 14, 2023. |

  134. Outstanding Equity Awards at December 31, 2024 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. |

  135. Outstanding Equity Awards at December 31, 2024 Table

    | (6) Amounts reflect unvested PRSUs, granted February 13, 2024, for the three-year performance period ending December 31, 2026. 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 2027, on the date the Compensation Committee approves the level of achievement of the performance goals. |

  136. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table sets forth information regarding the number and value of stock options exercised and PRSUs vested during 2024.

  137. 2024 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) | | Heidi G. Petz | — | — | 2,897 | 924,770 | | Allen J. Mistysyn | 16,226 | 4,373,466 | 4,456 | 1,423,818 | | John G. Morikis | 116,747 | 27,057,304 | 17,502 | 5,592,411 | | Justin T. Binns | 1,563 | 414,723 | 2,228 | 711,909 | | Karl J. Jorgenrud | — | — | 1,114 | 355,955 |

  138. 2024 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 closing price per share of our common stock on the date of exercise. |

  139. 2024 Option Exercises and Stock Vested Table

    | (2) The value realized on the vesting of PRSUs 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 closing price per share of our common stock on the vesting date, February 15, 2024. |

  140. 2024 Option Exercises and Stock Vested Table

    | 60 | 2025 Proxy Statement |

  141. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table The following table sets forth information for 2024 relating to our 2005 Deferred Compensation Savings and Pension Equalization Plan.

  142. 2024 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) | | Heidi G. Petz | — | 262,033 | 63,998 | — | 754,768 | | Allen J. Mistysyn | — | 272,575 | 566,996 | — | 3,013,611 | | John G. Morikis | — | 765,180 | 656,181 | — | 7,271,226 | | Justin T. Binns | — | 162,299 | 71,641 | — | 747,264 | | Karl J. Jorgenrud | — | 162,523 | 104,882 | — | 819,663 |

  143. 2024 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. |

  144. 2024 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. |

  145. 2024 Nonqualified Deferred Compensation Table

    | (3) Amounts represent each NEO’s aggregate account balance at December 31, 2024. The amounts include 2024 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 2024, 2023, and 2022) for each NEO that served as a NEO during each such year. |

  146. 2024 Nonqualified Deferred Compensation Table

    | Name | Amount Reported ($) | | Heidi G. Petz | 478,881 | | Allen J. Mistysyn | 566,344 | | John G. Morikis | 1,608,025 | | Justin T. Binns | 389,433 | | Karl J. Jorgenrud | 368,083 |

  147. 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, 2024.

  148. Retirement

    Retirement Effective for awards made on or after January 1, 2024, an NEO is eligible to elect retirement upon satisfying the following criteria: age 55 or older, with age plus years of service totaling 75 or more, or age 65 or older (with no years of service requirement). In the event of retirement and assuming the notice requirement is satisfied: (a) all outstanding stock options granted after January 1, 2024 will continue to vest in accordance with their terms and (b) all outstanding PRSUs granted after January 1, 2024 will continue to vest, subject to the attainment of the applicable performance goals, as if the NEO had continued employment throughout the restriction period. For awards granted before January 1, 2024, an NEO is eligible to elect retirement upon satisfying the following criteria: age 65 or older (with no years of service requirement), 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 assuming the notice requirement is satisfied: (a) all outstanding stock options will continue to vest in accordance with their terms, (b) all outstanding PRSUs will continue to vest, subject to the attainment of the applicable performance goals, as if the NEO had continued employment throughout the restriction period, and (c) all outstanding Retention RSUs awarded to Ms. Petz and Messrs. Mistysyn, Binns, and Jorgenrud will continue to vest subject to their terms, provided the NEO does not retire before February 14, 2025 (which none of them did). At December 31, 2024, Messrs. Morikis and Mistysyn were the only NEOs eligible for retirement under either definition.

  149. 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 and Ms. Petz, 2x; and for 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 and Ms. Petz, 18 months, for each of 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, 2024 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, 2024, 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.

  150. 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, 2024. This plan was frozen to new participants beginning in January 2008.

  151. Death and Disability

    | | 63 |

  152. Death and Disability

    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 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 2024 base salary) under the plans.

  153. Estimated Payments Upon Termination or Change in Control Table

    Estimated Payments Upon Termination or Change in Control Table

  154. Estimated Payments Upon Termination or Change in Control Table

    | Event | Petz | Mistysyn | Morikis | Binns | Jorgenrud | | Retirement | | | | | | | Annual cash incentive | N/A | $662,000 | $1,691,000 | N/A | N/A | | Continued vesting of stock options | N/A | 1,614,724 | 6,247,123 | N/A | N/A | | Continued vesting of PRSUs and Retention RSUs | N/A | 10,435,851 | 22,588,349 | N/A | N/A | | Total | N/A | $12,712,575 | $30,526,472 | N/A | N/A | | Involuntary Termination | | | | | | | Annual cash incentive | $1,448,000 | $662,000 | $1,691,000 | $512,720 | $768,560 | | Continued vesting of stock options | 1,913,057 | 1,614,724 | 6,247,123 | 792,717 | 767,747 | | Continued vesting of PRSUs and Retention RSUs | 7,223,513 | 10,435,851 | 22,588,349 | 4,325,609 | 4,070,662 | | Cash severance payment | 6,710,769 | 2,840,191 | 7,800,000 | 2,075,939 | 2,074,617 | | Continued health care benefits | 23,808 | 34,778 | 27,492 | 34,778 | 34,778 | | Outplacement services | 130,000 | 95,400 | 150,000 | 77,000 | 77,000 | | Total | $17,449,147 | $15,682,944 | $38,503,964 | $7,818,763 | $7,793,364 | | Death | | | | | | | Annual cash incentive | $1,448,000 | $662,000 | $1,691,000 | $512,720 | $768,560 | | Accelerated stock options | 3,256,049 | 1,614,724 | 6,247,123 | 1,127,643 | 1,102,673 | | Accelerated PRSUs and Retention RSUs | 13,240,274 | 10,435,851 | 22,588,349 | 5,855,294 | 5,600,347 | | Life insurance proceeds | N/A | 3,815,998 | 6,000,000 | N/A | N/A | | Total | $17,944,323 | $16,528,573 | $36,526,472 | $7,495,657 | $7,471,580 | | Disability | | | | | | | Annual cash incentive | $1,448,000 | $662,000 | $1,691,000 | $512,720 | $768,560 | | Accelerated stock options | 3,256,049 | 1,614,724 | 6,247,123 | 1,127,643 | 1,102,673 | | Accelerated PRSUs and Retention RSUs | 13,240,274 | 10,435,851 | 22,588,349 | 5,855,294 | 5,600,347 | | Disability benefits | 420,000 | 598,157 | 900,000 | 420,000 | 420,000 | | Total | $18,364,323 | $13,310,732 | $31,426,472 | $7,915,657 | $7,891,580 | | Change in Control with Termination | | | | | | | Cash severance payment(1) | $10,032,600 | $4,733,652 | $11,869,000 | $3,968,933 | $4,066,300 | | Annual cash incentive(2) | 1,448,000 | 662,000 | 1,691,000 | 512,720 | 768,560 | | Accelerated stock options | 3,256,049 | 1,614,724 | 6,247,123 | 1,127,643 | 1,102,673 | | Accelerated PRSUs and Retention RSUs | 13,240,274 | 10,435,851 | 22,588,349 | 5,855,294 | 5,600,347 | | Continued health care benefits | 23,808 | 34,778 | 27,492 | 34,778 | 34,778 | | Outplacement services | 130,000 | 95,400 | 150,000 | 77,000 | 77,000 | | Excise tax | N/A | N/A | — | N/A | N/A | | Total | $28,130,731 | $17,576,405 | $42,572,964 | $11,576,368 | $11,649,658 |

  155. Estimated Payments Upon Termination or Change in Control Table

    | 1. | Based on the 2024 base salary reported for each NEO in the Summary Compensation Table. |

  156. Estimated Payments Upon Termination or Change in Control Table

    | 2. | Amounts are also payable upon a change in control only, without termination. |

  157. Estimated Payments Upon Termination or Change in Control Table

    | | 65 |

  158. Estimated Payments Upon Termination or Change in Control Table

    2024 CEO Pay Ratio As required by SEC rules, we disclose below the annual total compensation of Heidi G. Petz, who has been serving as our CEO since January 1, 2024, the 2024 annual total compensation of our median employee, and the ratio of these amounts. We calculated the annual total compensation for both Ms. Petz and our median employee using the same methodology that is used for the Summary Compensation Table.

  159. Estimated Payments Upon Termination or Change in Control Table

    | • | Ms. Petz’s annual total compensation — $12,992,297 |

  160. Estimated Payments Upon Termination or Change in Control Table

    | • | Our median employee’s annual total compensation — $56,120 |

  161. Estimated Payments Upon Termination or Change in Control Table

    | • | Ratio of Ms. Petz’s annual total compensation to our median employee’s annual total compensation — 232:1 |

  162. 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, 2024 as the determination date to identify our median employee, which was within the last three months of our 2024 fiscal year. At November 1, 2024, we employed 64,178 persons in 58 countries, including 55,706 full-time employees and 8,472 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, 2024 (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 Ms. Petz or our median employee.

  163. Estimated Payments Upon Termination or Change in Control Table

    | 66 | 2025 Proxy Statement |

  164. 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.

  165. Pay Versus Performance Table

    Pay Versus Performance Table

  166. 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) | | | | 2024 | $12,992,297 | $18,053,741 | $6,303,128 | $10,320,048 | $182.70 | $163.96 | $2,681,400,000 | $10.55 | | 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 |

  167. Pay Versus Performance Table

    | 1 | Heidi G. Petz served as our principal executive officer (“PEO”) for 2024. John G. Morikis served as our PEO for the full year for each of 2023, 2022, 2021, and 2020. Our non-PEO NEOs included: (a) for 2024, Allen J. Mistysyn, John G. Morikis, Justin T. Binns, and Karl J. Jorgenrud; (b) for 2023 and 2022, Allen J. Mistysyn, Heidi G. Petz, Justin T. Binns, and Karl J. Jorgenrud; (c) for 2021, Allen J. Mistysyn, Heidi G. Petz, Mary L. Garceau, Justin T. Binns, and Peter J. Ippolito; and (d) for 2020, Allen J. Mistysyn, Mary L. Garceau, Peter J. Ippolito, and David B. Sewell. |

  168. 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: |

  169. Pay Versus Performance Table

    | PEO | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table (“SCT”) Total for PEO (column (b)) | $12,992,297 | $19,281,779 | $12,749,910 | $15,843,760 | $15,323,284 | | - aggregate change in actuarial present value of pension benefits | — | — | — | — | — | | + service cost of pension benefits | — | — | — | — | — | | + prior service cost of pension benefits | — | — | — | — | — | | - SCT “Stock Awards” column value | 5,400,447 | 7,829,325 | 5,357,573 | 5,895,615 | 5,742,396 | | - SCT “Option Awards” column value | 4,519,209 | 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 | 12,785,765 | 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 | 1,160,409 | 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 | — | — | — | — | — | | -/+ change in fair value of equity awards granted in prior years that vested in the covered year | 1,034,926 | (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 | — | — | — | — | — | | + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | — | — | — | — | — | | + excess fair value for equity award modifications | | — | — | — | — | | Compensation Actually Paid to PEO (column (c)) | $18,053,741 | $38,382,596 | $(19,713,828) | $48,088,376 | $34,290,383 |

  170. Pay Versus Performance Table

    | | 67 |

  171. Pay Versus Performance Table

    | Average for Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Average SCT Total for Non-PEO NEOs (column (d)) | $6,303,128 | $6,962,401 | $3,452,393 | $3,618,848 | $4,096,941 | | - aggregate change in actuarial present value of pension benefits | — | — | — | — | — | | + service cost of pension benefits | — | — | — | — | — | | + prior service cost of pension benefits | — | — | — | — | — | | - SCT “Stock Awards” column value | 2,311,208 | 3,044,738 | 1,083,784 | 1,074,291 | 1,239,836 | | - SCT “Option Awards” column value | 1,648,674 | 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 | 5,239,176 | 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 | 1,613,536 | 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 | — | — | — | — | — | | -/+ change in fair value of equity awards granted in prior years that vested in the covered year | 1,124,090 | (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 | — | — | — | — | — | | + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | — | — | — | — | — | | + excess fair value for equity award modifications | — | — | — | — | — | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $10,320,048 | $11,841,924 | $(760,145) | $8,939,692 | $8,156,681 |

  172. 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, 2024, 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”). |

  173. Pay Versus Performance Table

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

  174. Pay Versus Performance Table

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

  175. Pay Versus Performance Table

    | 68 | 2025 Proxy Statement |

  176. 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 2024, 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.

  177. Pay Versus Performance Relationship Descriptions

    | | 69 |

  178. Pay Versus Performance Relationship Descriptions

    | 70 | 2025 Proxy Statement |

  179. 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 below, excluding a net expense of $.09 for restructuring, $.07 for trademark impairment, and $0.16 for the loss related to the significant devaluation of the Argentine peso in December 2023, (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 and 2024, no adjustments were made to GAAP EPS.

  180. Pay Versus Performance

    | 2023 Adjusted EPS | $ per share | | Diluted Net Income Per Share (as determined in accordance with GAAP) | $9.25 | | Restructuring | 0.09 | | Impairment Related to Trademarks | 0.07 | | Loss Related to Argentine Government Economic Reforms Resulting in Significant Devaluation of the Argentine peso | 0.16 | | Adjusted EPS | $9.57 |

  181. 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 |

  182. 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 |

  183. Pay Versus Performance

    | A-4 | 2025 Proxy Statement |

  184. Pay Versus Performance

    APPENDIX B

  185. 2025 Equity and Incentive Compensation Plan

    | (d) Non-Employee Director Compensation Limit. Notwithstanding anything to the contrary contained in this Plan, in no event will any non-employee Director in any one calendar year be granted aggregate compensation, in the form of cash and/or equity, for such service having an aggregate maximum value (measured as of the Date of Grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $750,000. |

  186. 2025 Equity and Incentive Compensation Plan

    | (d) Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable on account of a Change of Control (including any installments or stream of payments that are accelerated on account of a Change of Control), a Change of Control will occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5) (a “409A Change in Control”), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change of Control for any purpose in respect of such award. |