Justin Binns
SHERWIN WILLIAMSAbout 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 .