Aaron Powell

About Aaron M. Powell

Aaron M. Powell, age 53, has served as an independent director of The Sherwin-Williams Company since 2021. He is CEO of the Pizza Hut Division at Yum! Brands and brings global operations, sales, marketing, and digital expertise from senior roles at Kimberly-Clark, Bain & Company, and Procter & Gamble. He currently serves on Sherwin-Williams’ Compensation and Management Development Committee and was affirmatively determined independent by the Board; each director met at least the 75% attendance expectation in 2024.

Past Roles

Organization	Role	Tenure	Committees/Impact
Yum! Brands, Inc.	CEO, Pizza Hut Division	2021–present	Leads global consumer brand; digital and international operations expertise
Kimberly-Clark Corporation	President, Asia-Pacific Consumer	2020–2021	Regional leadership in consumer products
Kimberly-Clark Professional	President	2018–2020	B2B/professional segment leadership
Kimberly-Clark Europe, Middle East & Africa	President	2018	Multi-region P&L responsibility
Kimberly-Clark Professional, North America	President	2015–2018	North American operations leadership
Kimberly-Clark	VP & Managing Director, Central & Eastern Europe	2014–2015	Regional go-to-market management
Bain & Company	Manager, Consumer Practice	Not disclosed	Strategy advisory in consumer sector
Procter & Gamble	Sales leadership and brand management	Not disclosed	CPG sales/brand experience

External Roles

Organization	Role	Tenure	Notes
Washington University	Advisory Board	Not disclosed	Academic advisory engagement
Other public company boards	—	—	None disclosed; “0” in director nominees table

Board Governance

Committee assignments: Member, Compensation and Management Development Committee (5 meetings in 2024). Not a committee chair.
Independence: Board affirmatively determined Powell as independent under Sherwin-Williams and NYSE standards.
Attendance: Each director attended at least 75% of Board/committee meetings in 2024; Board met 6 times in 2024.
Election support: 2025 shareholder vote “FOR” 199,916,357; “Against” 1,759,072; “Abstain” 927,820; broker non-votes 19,185,575.

Fixed Compensation

Component (2024)	Amount (USD)	Detail
Annual cash retainer	$135,000	Standard non-management director retainer
Committee chair/lead director fees	$0	Not a chair; no lead director fee
All other compensation	$4,000	Cybersecurity/ID protection; eligible for matching gifts
Total cash and other	$139,000	Sum of cash retainer and other
Equity (RSUs) grant-date fair value	$181,235	594 RSUs granted in 2024; time-based vesting
Total director compensation (2024)	$320,235	Cash + equity + other

Director compensation program terms: annual cash retainer $135,000; RSU grant ≈$180,000 valued over prior 30 days; chair fees ($30k Audit, $25k CMDC/NCGC); lead director $50k; meeting fee $1,750 beyond 12 meetings; RSUs vest one-third annually over 3 years; immediate vest on death/disability/change in control; retirement continuation of schedule.

Performance Compensation

Equity Award	Grant (2024)	Units/Value	Vesting Schedule
RSUs (time-based)	Annual non-employee director grant	594 units; $181,235 fair value	One-third per year over 3 years; special provisions for death/disability/change in control; retirement continuation
Unvested RSUs (12/31/2024)	Outstanding	1,244 units	Vests per original schedule

Sherwin-Williams does not use performance-conditioned equity (e.g., PRSUs) for non-management directors; equity is time-based to align interests without pay-for-performance risk for directors.

Other Directorships & Interlocks

Category	Status
Other public company boards	None disclosed; “0” in nominees table
Committee interlocks	None disclosed; independence standards prohibit compensation committee interlocks
Related person transactions	None in 2024 across directors/officers/5% holders per policy review

Expertise & Qualifications

Global consumer/professional products leadership (Yum! Brands, Kimberly-Clark).
Sales, marketing, and digital expertise across domestic and international markets.
Board rationale: provides perspective on global operations, sales/marketing, and business strategy relevant to Sherwin-Williams.

Equity Ownership

Holder	Shares of Common Stock	Shares Acquirable within 60 Days	Total	Ownership %
Aaron M. Powell	1,879	0	1,879	<1% (of 251,510,149)

Unvested RSUs at 12/31/2024: 1,244 units.
Stock ownership guidelines: minimum 7x annual cash retainer for non-management directors; all directors met or are expected to meet within the timeframe.
Hedging/pledging: Prohibited for directors; no short sales or derivatives in company stock.

Governance Assessment

Independence and capacity: Board affirmed Powell’s independence; as an executive at a public company, Sherwin-Williams’ overboarding policy limits executives to ≤2 public boards inclusive of SHW—Powell holds no other public board seats, indicating policy alignment.
Committee influence: Active member of Compensation and Management Development Committee, which oversees director/executive pay, succession planning, and talent strategy; the committee uses an independent consultant (CAP) and reported no excessive risk in pay programs.
Investor confidence: Strong support in 2025 director election (199.9M “FOR” votes) and prior say-on-pay approval of 91.62% in 2024, signaling shareholder endorsement of compensation governance overseen by the committee (on which Powell serves).
Conflicts and related-party exposure: No related person transactions in 2024; Board maintains a robust review/approval policy for potential conflicts.
Alignment mechanisms: Significant director ownership requirements, prohibition of hedging/pledging, and equity compensation in RSUs align director interests with shareholders while avoiding performance-risk incentives for directors.

RED FLAGS

None disclosed: No related-party transactions, no committee interlocks, compliance with overboarding policy, and strong election support. Continued monitoring warranted for time commitments given executive responsibilities at Yum! Brands, though current disclosures indicate compliance with Board service limits.