Justin Binns

About Justin Binns

Justin T. Binns is President, Global Architectural at Sherwin-Williams (SHW) since January 2024, after serving as President, Paint Stores Group from March 2022 to January 2024 and President, Performance Coatings Group from November 2020 to March 2022; he joined SHW in August 1997 and was age 46 at the time of his 2022 appointment disclosure . His 2024 annual incentive was tied to Global Architectural Sales, PBT, RONAE (75% weighting) plus company-level Net Sales, Adjusted EPS, and Adjusted FCF (25%), with results of GA Sales $16,709m, GA PBT $3,862m, GA RONAE 111.86% and SHW Net Sales $23,098m, Adjusted EPS $10.55, Adjusted FCF $1,892m; the Compensation Committee applied a +4% strategic leadership modifier based on execution against enterprise priorities, resulting in total incentive earned of $512,720 (66.81% of salary) for 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
Sherwin-Williams	President, Global Architectural	Jan 2024–present	Added company-level goals and strategic leadership modifier; advanced alignment of GA and GI operations
Sherwin-Williams	President, Paint Stores Group (TAG/PSG)	Mar 2022–Jan 2024	Led PSG and collaborated on enterprise strategic priorities
Sherwin-Williams	President, Performance Coatings Group	Nov 2020–Mar 2022	Business leadership prior to PSG role
Sherwin-Williams	President & GM, Automotive Finishes Division (PCG)	Jul 2018–Nov 2020	Division leadership in PCG
Sherwin-Williams	President & GM, Eastern Division (TAG)	Oct 2016–Jul 2018	Regional leadership in TAG
Sherwin-Williams	Joined company	Aug 1997–present	Long-tenured operator across segments

External Roles

No external public-company directorships or committee roles are disclosed for Binns in SHW’s proxy or 8-K filings .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$655,385	$695,964	$767,449
Annual Incentive Paid ($)	$887,000	$1,053,000	$512,720
Target Bonus (% of Salary)	—	—	80% (Max 160%)

2024 Annual Incentive Levels (Binns):

Minimum 0%, Target 80%, Maximum 160% of salary .

Performance Compensation

2024 Annual Cash Incentive Plan – Goals, Weightings, Targets, Results:

Metric	Weight	Threshold	Target	Maximum	Result
Global Architectural Sales ($m)	20%	$15,404	$17,116	$17,364	$16,709
Global Architectural PBT ($m)	30%	$3,214	$4,017	$4,115	$3,862
Global Architectural RONAE (%)	25%	89.40%	111.70%	114.40%	111.86%
SHW Net Sales ($m)	7.5%	$21,245	$23,605	$23,882	$23,098
SHW Adjusted EPS ($)	10%	$8.24	$10.30	$10.67	$10.55
SHW Adjusted FCF ($m)	7.5%	$1,724	$2,155	$2,213	$1,892

Payout Calculation (2024):

Item	Value
Total Weighted Achievement	88.47
Incentive as % of Salary (pre-modifier)	64.24%
Salary	$767,449
Payout Based on Financial Performance	$493,000
Strategic Leadership Modifier	+4%
Incentive Amount Earned	$512,720 (66.81% of salary)

Long-Term Equity Incentives – Structure and 2024 Grants:

Mix and vesting: Stock options vest 1/3 on each of the first, second, and third anniversaries; 10-year term. PRSUs vest based on three-year performance period; payout 0%–200% at vest; metrics include Adjusted EPS and Adjusted RONAE .
2024 Grants of Plan-Based Awards (Binns): PRSUs granted on 2/13/2024 with Adjusted EPS goal (target 3,000, threshold 1,500, max 6,000; grant-date fair value $915,330) and Adjusted RONAE goal (target 1,500, threshold 750, max 3,000; grant-date fair value $457,665); stock options granted on 10/15/2024 (9,200 options at $388.57 strike; grant-date fair value $1,026,586) .

Equity Ownership & Alignment

Beneficial Ownership (record date Feb 20, 2024):

Item	Shares
Shares of Common Stock	16,146
Shares Acquirable within 60 days (options)	58,039
Total Beneficial Ownership	74,185
Percent of Common Stock Outstanding	<1%

Equity Awards and Vesting:

2024 options: 9,200 options at $388.57; vest 1/3 on each of the first three anniversaries; 10-year term .
2024 PRSUs: Adjusted EPS and Adjusted RONAE goals; three-year performance period ending 2026; payout 0%–200% at vest .
2023 Retention RSUs: 4,175 RSUs granted in February 2023; cliff-vest on third anniversary of grant (Feb 2026); paid in common stock upon vesting .

Ownership Guidelines and Pledging:

Executives must acquire shares equal to a multiple of base salary within 5 years (CEO 6x; other executives 3x); all executives had met or were expected to meet the guidelines as of Dec 31, 2024 .
Anti-hedging/anti-pledging: Directors and executives are prohibited from hedging or pledging SHW securities .

Employment Terms

Key Employee Separation Plan (KESP) – Involuntary Termination (pre-CIC):

Severance: 1.5x base salary and target annual cash incentive (paid via salary continuation; incentive paid on regular payment dates) for Binns .
Prorated annual incentive for year of termination if performance goals achieved .
Benefits: medical/dental coverage continuation up to age 65, new employer coverage, or 18 months; outplacement assistance; continued vesting of equity for 18 months (PRSUs remain subject to performance) .
Restrictive covenants: non-compete and non-solicit, confidentiality, IP protection, non-disparagement; release required .

Change-in-Control (CIC) Agreements:

Double-trigger: acceleration of awards if not assumed or upon termination without cause/for good reason within 3 years after CIC; otherwise awards continue per original terms .
Severance multiples after CIC: 2.5x of (highest base salary in prior 3 years + greater of average past 3 years’ annual incentive or current-year target) for Binns; plus 18 months health care benefits and outplacement up to 10% of salary; prorated annual incentive earned through termination at ≥ target/actual; excise tax gross-up only for Morikis, not Binns .

Estimated Payments (Dec 31, 2024 basis):

Event	Annual Cash Incentive	Stock Options (accelerated/continued)	PRSUs & Retention RSUs (accelerated/continued)	Cash Severance	Health Care	Outplacement	Total
Involuntary Termination (KESP)	$512,720	$792,717 (continued vesting)	$4,325,609 (continued vesting)	$2,075,939	$34,778	$77,000	$7,818,763
Death	$512,720	$1,127,643 (accelerated)	$5,855,294 (accelerated)	—	—	—	$7,495,657
Disability	$512,720	$1,127,643 (accelerated)	$5,855,294 (accelerated)	$420,000 (disability benefits)	—	—	$7,915,657
Change in Control with Termination	$512,720	$1,127,643 (accelerated)	$5,855,294 (accelerated)	$3,968,933	$34,778	$77,000	$11,576,368

Investment Implications

Pay-for-performance alignment: 2024 at-risk pay structure with clear GA and SHW metrics, 0%–160% payout range, and a capped strategic leadership modifier indicates disciplined variable compensation linked to financial execution .
Upcoming vesting and potential supply overhang: 9,200 options from Oct 15, 2024 grant vest equally over 2025–2027; the 4,175 retention RSUs from Feb 2023 cliff-vest in Feb 2026; multi-year PRSUs from the Feb 13, 2024 grant vest after the 2024–2026 performance period—these create identifiable windows for potential insider selling pressure as awards vest .
Alignment and risk controls: Share ownership guidelines (3x salary for executives), anti-hedging/anti-pledging policies, and no employment agreements or option repricing support shareholder-friendly governance; Binns’ beneficial ownership is <1% of shares outstanding, moderated by sizable vested/exercisable options .
Retention and CIC economics: 2023 retention RSUs underscore management’s focus on retention; KESP and CIC structures provide competitive yet controlled severance (1.5x pre-CIC; 2.5x post-CIC with double-trigger), with no excise tax gross-ups for Binns—a balanced retention framework without egregious terms .

Overall: Binns’ compensation is tightly linked to GA performance with added enterprise-level metrics, his incentives were moderated in 2024 by below-target GA sales/PBT but supported by RONAE and corporate EPS; vesting calendars in 2025–2027 (options/PRSUs) and Feb 2026 (retention RSUs) are the key timing levers for potential trading activity .