Benjamin Meisenzahl

About Benjamin Meisenzahl

Benjamin E. Meisenzahl, 44, was elected Senior Vice President – Finance and Chief Financial Officer (CFO) of Sherwin‑Williams effective January 1, 2026, after 22 years at the company across finance and operational roles; he holds a bachelor’s degree in finance from Miami University (Ohio) and most recently led Treasury, Tax, Finance Transformation, and Global Business Services as SVP – Finance . Company performance context: Sherwin‑Williams’ five‑year cumulative TSR was 149% (78th percentile vs the compensation peer group), 2024 Adjusted EPS was $10.55, and 2025 YTD net sales rose 1.0% through September 30, 2025 .

Past Roles

Organization	Role	Years	Strategic Impact
Sherwin‑Williams	Senior Vice President – Finance	2023–2025	Led Treasury, Tax, Finance Transformation, and Global Business Services; drove accountability on enterprise priorities
Sherwin‑Williams	Senior Vice President – Finance Transformation	2021–2023	Led enterprise finance transformation initiatives
Sherwin‑Williams	Senior Vice President – Financial Excellence Initiatives, Performance Coatings Group	2020–2021	Drove financial excellence initiatives within PCG
Sherwin‑Williams	Vice President – Finance, Industrial Wood Division, Performance Coatings Group	2018–2020	Finance leadership for Industrial Wood within PCG
Sherwin‑Williams	Various finance roles (joined as internal auditor)	2004–2018	Progressive finance and global operational roles across Paint Stores Group, Performance Coatings Group, and Global Supply Chain

External Roles

Organization	Role	Years	Strategic Impact
Team NEO (Cleveland)	Board of Directors	Current	Regional economic development; external stakeholder engagement
GiGi’s Playhouse (Cleveland)	Board of Directors	Current	Non‑profit governance; community leadership

Fixed Compensation

Component	Terms	Effective Date	Notes
Base Salary	$800,000	Jan 1, 2026	Set upon election to CFO
Annual Cash Incentive Target	100% of base salary	2026 program	Maximum 200% of base salary
Long‑Term Incentive (LTI) Program	Company standard mix: 60% PRSUs / 40% stock options	Annual cycle	Applies broadly to executives (2024 program structure)
Option Vesting	1/3 annually over 3 years; 10‑year term	Annual cycle	Company standard terms
PRSU Vesting	3‑year performance period; pays in stock	Annual cycle	Company standard terms

Performance Compensation

Incentive	Metric	Weighting	Target	Actual	Payout Range	Vesting
Annual Cash Incentive (CFO scope)	SHW Net Sales	Not disclosed	Not disclosed	Not disclosed	0%–200% of target	Annual cash
Annual Cash Incentive (CFO scope)	Adjusted EPS	Not disclosed	Not disclosed	Not disclosed	0%–200% of target	Annual cash
Annual Cash Incentive (CFO scope)	Adjusted Free Cash Flow	Not disclosed	Not disclosed	Not disclosed	0%–200% of target	Annual cash
Annual Cash Incentive (CFO scope)	Adjusted RONAE	Not disclosed	Not disclosed	Not disclosed	0%–200% of target	Annual cash
PRSUs	Adjusted EPS	67%	Not disclosed	Not disclosed	0%–200% of target	Vests at end of 3 years
PRSUs	Adjusted RONAE	33%	Not disclosed	Not disclosed	0%–200% of target	Vests at end of 3 years
Options	Stock price appreciation	N/A	N/A	N/A	N/A	1/3 per year over 3 years; 10‑year term

PRSU precedent: the Company’s 2022–2024 PRSUs vested at 163.83% of target based on Adjusted EPS and Adjusted RONAE performance, indicating above‑target payout conditions in the prior cycle .

Equity Ownership & Alignment

Item	Policy / Status
Executive stock ownership guideline	3x base salary for all executives (CEO 6x); must achieve within 5 years of serving in role
Compliance status (Company‑wide at 12/31/2024)	All executives and non‑management directors met or were expected to meet guidelines within prescribed timeframe
Anti‑hedging	Hedging transactions prohibited for directors and employees
Anti‑pledging	Pledging or margin accounts prohibited for directors, executive officers, and certain employees
Clawback	Executive Clawback Policy (2023) to recover incentive comp from Section 16 officers in the event of an accounting restatement
Change‑in‑control equity treatment	Double‑trigger acceleration for equity awards; unassumed awards vest immediately on CIC

Note: We attempted to retrieve recent Form 4 transactions for “Meisenzahl” to quantify beneficial ownership and potential selling pressure but encountered a system authorization error (401). This limits current visibility into his direct/indirect holdings and transaction history.

Employment Terms

Term	Detail
Employment agreement	None; executives employed at will
Change‑in‑control severance (CFO level)	Lump sum: 2.5x base salary + annual bonus; 18 months continued health benefits; outplacement ≤10% of base salary; prorated annual bonus upon CIC; double‑trigger equity acceleration
Involuntary termination pre‑CIC (KESP)	Cash severance multiple of base salary + target bonus (for CFO level: 1.5x); prorated annual bonus subject to goal achievement; medical/dental continuation up to 18 months; outplacement; continued vesting of equity for 18 months (PRSUs remain performance‑contingent); restrictive covenants (IP/confidentiality, non‑compete, non‑solicit, non‑disparagement)
Grant timing policy	PRSUs granted mid‑February annually; stock options granted at October Compensation Committee meeting; Committee does not time awards around MNPI

Governance, Peer Group, and Shareholder Inputs

2025 say‑on‑pay: shareholders approved NEO compensation with votes For 183,549,709; Against 17,884,457; Abstentions 1,169,083; Broker Non‑Votes 19,185,575 .
2025 Equity & Incentive Compensation Plan: approved; 21,969,555 shares authorized; one‑year minimum vesting/performance period generally; broad set of permissible performance objectives .
Compensation peer group: no changes in 2024; broad industrial/consumer/chemical cohort; five‑year cumulative TSR of Sherwin‑Williams at 149% (78th percentile vs peer group) .
Executive compensation mix emphasizes at‑risk pay; PRSUs and options are core LTI components with balanced cash/equity and short/long‑term horizons .

Performance & Track Record

Metric	Value	Period / Context
Adjusted EPS ($/share)	$10.55	FY 2024
Cumulative TSR vs peer group	149%; 78th percentile	Five‑year ended 12/31/2023
Net sales growth	+1.0% YoY	Nine months ended 9/30/2025

Leadership succession commentary highlights focus on profitable growth, disciplined capital allocation, and financial excellence; Meisenzahl described as a “globally experienced” executive aligned with CEO on strategy execution .
No family relationships or related‑party transactions disclosed; no arrangements/understandings for selection; no direct or indirect material interests reported .

Investment Implications

Pay‑for‑performance alignment appears solid: CFO annual incentives link to Net Sales, Adjusted EPS, Adjusted FCF, and Adjusted RONAE, while PRSUs emphasize Adjusted EPS (67%) and Adjusted RONAE (33%); prior PRSU cycle (2022–2024) vested at 163.83% of target, signaling robust payouts under recent operating conditions .
Retention and alignment: 3x salary ownership guideline within five years, prohibition on hedging/pledging, and a clawback covering Section 16 officers collectively reduce misalignment and governance risk; double‑trigger equity treatment mitigates adverse incentives around change‑in‑control scenarios .
Severance economics: CFO‑level CIC protection (2.5x salary+bonus, health benefits, outplacement) is market‑standard and not excessive; pre‑CIC KESP provides structured off‑ramp with continued vesting, but PRSU vesting remains performance‑contingent—placing emphasis on operational execution during transitions .
Trading signals and vesting cadence: Company grant timing (PRSUs mid‑Feb; options in Oct) and three‑year PRSU vesting suggest predictable windows for potential sales around February vesting dates, though individual Form 4 data was not retrievable in this session; monitor future grants/vests and any 10b5‑1 adoptions .
Execution risk: Deep internal tenure across finance transformation and operational finance roles, plus Board/CEO positioning around “disciplined capital allocation,” lowers transition risk; continued shareholder support for pay programs and approval of the 2025 Equity Plan underscore governance stability .