Allen Mistysyn

About Allen Mistysyn

Allen J. Mistysyn is Senior Vice President – Finance and Chief Financial Officer (CFO) of The Sherwin-Williams Company, serving since January 2017 after joining the company in June 1990 . Under his financial leadership, Sherwin-Williams delivered record results in 2024: consolidated net sales of $23.10 billion, net income of $2.68 billion, and diluted EPS of $10.55; the company generated $3.15 billion in net operating cash (13.7% of net sales) and increased its dividend for the 46th consecutive year . Over the last 10 years, average annual shareholder return was 15.59% versus 13.10% for the S&P 500, indicating sustained value creation during his tenure in senior finance roles and as CFO . As CFO, he facilitates the enterprise risk management (ERM) program and provides annual reviews to the Board on the identification, assessment, and mitigation of strategic, operational, financial, and compliance risks .

Past Roles

Organization	Role	Years	Strategic Impact
The Sherwin-Williams Company	Senior Vice President – Finance and CFO	2017–present	Led finance during multiple years of record sales/earnings and strong cash generation
The Sherwin-Williams Company	Finance roles (career start at SW)	Began June 1990	Progression through finance culminating in CFO; supports ERM oversight and reporting to Board

External Roles

None disclosed for Mr. Mistysyn in the proxy materials.

Fixed Compensation

Multi-year CFO compensation (Summary Compensation Table):

Metric	2022	2023	2024
Salary ($)	826,308	882,769	939,461
Stock Awards ($)	1,308,720	4,094,447	2,517,158
Option Awards ($)	1,041,010	1,264,171	1,729,574
Non-Equity Incentive ($)	312,000	1,677,000	662,000
All Other Compensation ($)	255,647	207,631	369,570
Total ($)	3,743,685	8,126,018	6,217,763

Key 2024 salary and bonus terms:

Item	2023	2024
Base Salary ($)	900,000	954,000
Target Bonus (% of salary)	95%	100% (increased from 95%)
Actual Bonus Paid ($)	1,677,000	662,000

Perquisites and benefits (2024):

Company contributions: Pension Investment Plan $19,800; 401(k) $20,700; Deferred Compensation Savings Plan $272,575 .
Insurance/premiums: Executive Life Insurance $13,273; Executive Disability Income $3,850 .
Perquisites: identity theft protection $4,000; personal use of corporate aircraft $29,672; executive financial planning $4,200 .
Deferred compensation plan aggregate balance at year-end: $3,013,611; aggregate earnings $566,996; 2024 employer contribution $272,575 .

Performance Compensation

2024 Annual Cash Incentive Program (Company metrics for CFO):

Metric	Weight	Threshold	Target	Maximum	Actual Result	Notes
SHW Net Sales	25%	$21,245 mm	$23,605 mm	$23,882 mm	$23,098 mm	Achievement 89.27; weighted achievement 22.32
SHW Adjusted EPS	40%	$8.24	$10.30	$10.67	$10.55	Achievement 117.12; weighted achievement 46.85
SHW Adjusted Free Cash Flow	35%	$1,724 mm	$2,155 mm	$2,213 mm	$1,892 mm	Achievement 38.86; weighted achievement 13.60

Payout:

Total weighted achievement: 82.77; final payout result: 70.47% of salary; payout $662,000 .

Long-term equity incentives:

2024 Grant	Number	Vesting/Term	Grant-Date Inputs
Stock Options	15,500	Vest in equal annual installments on 1st, 2nd, 3rd anniversaries; 10-year term	Exercise price $388.57 (avg high/low on Oct 15, 2024)
PRSUs – Adjusted EPS Goal	5,500 target	3-year performance period; vest Feb 2027 if earned	Target/threshold/max per plan; payout 0–200%
PRSUs – Adjusted RONAE Goal	2,750 target	3-year performance period; vest Feb 2027 if earned	Target/threshold/max per plan; payout 0–200%

Performance vesting history:

2022–2024 PRSUs vested at 163.83% of target based on Adjusted EPS and Adjusted RONAE outcomes; Adjusted EPS vesting 159.21%, Adjusted RONAE vesting 173.08% .

Equity Ownership & Alignment

Beneficial ownership (as of Feb 19, 2025):

Category	Shares
Shares of common stock (beneficially owned)	76,407 (includes 15,366 held by spouse)
Shares acquirable within 60 days (options)	129,948
Total beneficial + acquirable	206,355
Percent of outstanding	Less than 1% (based on 251,510,149 shares outstanding)

Outstanding equity awards (Dec 31, 2024):

Award Type	Exercisable (#)	Unexercisable (#)	Exercise Price	Expiration
Stock Options (multiple grants)	28,020 (2017); 26,269 (2018); 25,865 (2019); 18,460 (2020); 16,000 (2021); 9,867 (2022); 5,467 (2023)	4,933 (2023); 15,500 (2024)	$127.98 (2017); $136.85 (2018); $186.85 (2019); $227.05 (2020); $295.83 (2021); $215.08 (2022); $248.57 (2023); $388.57 (2024)	Various 2027–2034
Retention RSUs (granted Feb 14, 2023)	—	8,350 unvested (cliff-vest on 3rd anniversary)	—	—
Unearned PRSUs (max level reporting)	—	18,600 (2023 grant; performance period ending 2025)	—	Vest Feb 2026
Unearned PRSUs (max level reporting)	—	16,500 (2024 grant; performance period ending 2026)	—	Vest Feb 2027

Alignment policies and compliance:

Stock ownership guideline: 3x base salary for executives; met or on track within required time frames as of Dec 31, 2024 .
Anti-hedging and anti-pledging: Directors and executive officers are prohibited from hedging or pledging Sherwin-Williams stock; no short sales or exchange-traded derivatives permitted .
Clawback and forfeiture: Executive clawback policy (2023) enables recovery of erroneously awarded incentive compensation in event of accounting restatement; equity awards subject to forfeiture for misconduct or breach of IP/confidentiality obligations .

Insider transactions (2024):

Option exercises: 16,226 shares; value realized $4,373,466 .
Stock awards vested (PRSUs): 4,456 shares; value realized $1,423,818 .

Employment Terms

Contract status, severance, and change-of-control economics:

Employment agreements: None; NEOs are employed at will .
Key Employee Separation Plan (KESP) – Involuntary termination pre-change-in-control:
- Cash severance: 1.5x (base salary + target annual cash incentive), plus prorated current-year incentive (subject to goal achievement) .
- Benefits: Medical/dental continuation up to 18 months; outplacement assistance; continued vesting of equity (18 months for CFO), PRSUs remain performance-based; retirement-eligibility rules apply .
Change-in-control agreements (double-trigger):
- Lump sum severance: 2.5x of (highest base salary in prior 3 years + greater of average prior 3-year bonus or current-year target bonus) .
- Benefits: 18 months health care; outplacement up to 10% of base salary; accelerated vesting terms as described in equity plan .
Restrictive covenants: Post-termination non-competition and non-solicitation restrictions apply for two and three years, respectively, under equity award agreements and releases .
Estimated payments (Dec 31, 2024 assumptions):
- Involuntary termination total: $15,682,944 (components include $2,840,191 cash severance; $662,000 annual incentive; $1,614,724 continued vesting options; $10,435,851 continued vesting PRSUs/RSUs; $34,778 health care; $95,400 outplacement) .
- Change-in-control with termination total: $17,576,405 (includes $4,733,652 cash severance; $662,000 annual incentive; $1,614,724 accelerated options; $10,435,851 accelerated PRSUs/RSUs; $34,778 health care; $95,400 outplacement) .

Performance Compensation (Detailed Table – 2024)

Metric	Weighting	Target	Actual	Payout Driver	Final Component Outcome
Net Sales ($mm)	25%	23,605	23,098	Achievement 89.27; weighted 22.32	Contributed to reduced payout
Adjusted EPS ($)	40%	10.30	10.55	Achievement 117.12; weighted 46.85	Supported payout above threshold
Adjusted FCF ($mm)	35%	2,155	1,892	Achievement 38.86; weighted 13.60	Contributed to reduced payout
Total	100%	—	—	Total weighted achievement: 82.77; final result: 70.47% of salary	2024 bonus: $662,000

Compensation Structure Analysis

At-risk pay emphasis: In 2024, the average at-risk compensation for non-Executive Chairman NEOs (including CFO) was 81% of total direct compensation, supporting pay-for-performance alignment .
Annual bonus calibration: CFO target bonus increased from 95% to 100% of base salary in 2024, aligning incentives more closely to company outcomes .
LTI mix consistency: 60% PRSUs (40% Adjusted EPS, 20% Adjusted RONAE) and 40% stock options; vesting spans 3 years (PRSUs) and 3 tranches (options), balancing performance and retention .
No repricing and governance controls: No option repricing without shareholder approval; clawback, anti-hedging/pledging, and double-trigger vesting provisions reduce risk and enhance shareholder alignment .

Risk Indicators & Red Flags

Hedging/pledging: Prohibited for executives; compliance enforced via policy .
Related-party transactions: None in 2024 (policy administered via Nominating Committee oversight) .
Compensation risk assessment: Committee and independent consultant concluded programs do not encourage excessive risk-taking .
Section 16 compliance: One late Form 4 reported for another executive; no late filings disclosed for CFO .

Say-on-Pay & Shareholder Feedback

Approval levels: 91.62% of votes cast approved NEO compensation at 2024 annual meeting (proxy filed March 6, 2025) ; 93.62% approval at 2023 annual meeting .

Compensation Peer Group (Benchmarking)

Peer group (2024–2025): Akzo Nobel N.V.; Caterpillar Inc.; Colgate-Palmolive Company; Cummins Inc.; Deere & Company; Dow Inc.; DuPont de Nemours, Inc.; Eaton Corporation plc; Ecolab Inc.; The Goodyear Tire & Rubber Company; Honeywell International Inc.; International Paper Company; Johnson Controls International plc; Kimberly-Clark Corporation; Linde plc; LyondellBasell Industries N.V.; Masco Corporation; PPG Industries, Inc.; WestRock Company; Whirlpool Corporation; 3M Company .
TSR alignment: 5-year cumulative TSR of 149% vs peers; CEO realizable pay aligned with performance, indicating broader executive pay calibration relative to outcomes .

Equity Plan and Vesting Specifics

2024 PRSUs: Threshold/Target/Max for 2024–2026 performance period (EPS: $29.79/$33.10/$35.25; RONAE: 14.00%/15.00%/15.50%); payout 50–200% of target on straight-line scaling .
Option pricing methodology: Exercise price set at average of high/low on grant date; 2024 grants priced at $388.57 .
2023 Retention RSUs: Special time-based RSUs granted to promote management stability; CFO received 8,350 RSUs, cliff-vesting on Feb 14, 2026 .

Expertise & Qualifications

ERM oversight: As CFO, facilitates annual ERM program review with the Board covering strategic, operational, financial/macro, and compliance risks; coordinates mitigation strategies with management and external advisors .

Investment Implications

Alignment and retention: High proportion of at-risk pay, strict anti-hedging/pledging, and robust clawback policies suggest strong shareholder alignment and reduced governance risk .
Incentive sensitivity: 2024 bonus outcome (70.47% of salary) reacted to mixed performance (EPS above target; FCF below), indicating balanced metrics and moderated payout volatility .
Change-of-control economics: 2.5x severance multiple with double-trigger vesting presents moderate dilution and retention value; not excessive vs market norms and in line with policy limits .
Ownership and potential selling pressure: CFO’s beneficial holdings are under 1% of outstanding shares; 2024 realized option exercise value ($4.37M) highlights liquidity events but no pledging/hedging, reducing forced-sale risks .
Execution risk: CFO’s role in ERM and risk reporting supports disciplined oversight during variable demand environments, complementing strong historical TSR and cash generation .