Karl Jorgenrud
SHERWIN WILLIAMSAbout Karl Jorgenrud
Karl J. Jorgenrud is President, Global Industrial at Sherwin-Williams (principally comprising the Performance Coatings Group) since January 2024; previously President, Performance Coatings Group (Mar 2022–Jan 2024), President & GM, General Industrial Division (Jan 2020–Mar 2022), and President & GM, Protective & Marine Division (Jun 2017–Dec 2019). He joined Sherwin-Williams via the Valspar acquisition in 2017, having begun his career at Valspar in 1994; he holds a B.A. in Accounting and an M.B.A. from the University of Minnesota and was age 45 at the time of his 2022 appointment to lead PCG . In 2023, his annual incentive was tied to Global Industrial/PCG performance (Sales, Profit Before Tax, and RONAE), achieving results above target and yielding a 151.46% of salary payout, indicating execution against divisional financial goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sherwin-Williams | President, Global Industrial | Jan 2024–present | Leads Global Industrial business (principally PCG), accountable for growth, profitability, and capital discipline . |
| Sherwin-Williams | President, Performance Coatings Group | Mar 2022–Jan 2024 | Led six PCG divisions (Automotive Refinish, Coil, General Industrial, Industrial Wood, Packaging, Protective & Marine), focusing on customer-driven innovation and market share capture . |
| Sherwin-Williams | President & GM, General Industrial Division (PCG) | Jan 2020–Mar 2022 | Drove divisional execution and profitability in global industrial coatings . |
| Sherwin-Williams | President & GM, Protective & Marine Division (PCG) | Jun 2017–Dec 2019 | Led complex global business post-Valspar integration, advancing solutions across protective/marine markets . |
External Roles
No public company board service or external directorships disclosed for Mr. Jorgenrud. Skip if not disclosed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 544,316 | 648,114 | 766,348 |
| Target Annual Incentive (% of Salary) | Not disclosed | Not disclosed | 80% target; 160% max |
| Actual Annual Incentive Paid ($) | 819,000 | 982,000 | 768,560 |
| All Other Compensation ($) | 190,227 | 188,078 | 205,917 |
| Total Compensation ($) | 3,103,013 | 4,748,133 | 4,140,406 |
Performance Compensation
Annual Cash Incentive – Structure and 2023 Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout/Impact |
|---|---|---|---|---|---|---|
| PCG Sales ($mm) | 25% | 7,007 | 7,785 | 7,887 | 7,872 | Contributed to total weighted achievement 124.09 (currency collar adjusted to 122.33) |
| PCG PBT ($mm) | 40% | 979 | 1,224 | 1,301 | 1,464 | Above max achievement level (125), driving payout |
| PCG RONAE (%) | 35% | 30.33% | 37.91% | 43.77% | 47.75% | Above max achievement level (125), driving payout |
| Total Weighted Achievement | — | — | — | — | 122.33 (after FX collar) | Incentive paid 151.46% of salary; $982,000 |
Long-Term Equity Incentive (LTI) – Design
| Component | Target Allocation | Performance Basis | Vesting | Notes |
|---|---|---|---|---|
| Stock Options | 40% | Stock price appreciation | 3 equal annual installments; 10-year term | No repricing; exercise price set at average high/low on grant date . |
| PRSUs – Adjusted EPS | 40% | 3-year Adjusted EPS goal | Vests after 3-year performance period; 0–200% payout | Target grant sizing uses 30-trading-day average stock price . |
| PRSUs – Adjusted RONAE | 20% | 3-year Adjusted RONAE goal | Vests after 3-year performance period; 0–200% payout | — |
2024 Grants (Plan-Based Awards)
| Award Type | Grant Date | Target/Units | Max/Units | Option Strike | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Annual Cash Incentive (Target $) | — | 613,078 | 1,226,157 | — | — |
| PRSUs – Adj. EPS | 02/13/2024 | 3,000 | 6,000 | — | 915,330 |
| PRSUs – Adj. RONAE | 02/13/2024 | 1,500 | 3,000 | — | 457,665 |
| Stock Options (#) | 10/15/2024 | 9,200 | — | 388.57 | 1,026,586 |
Equity Ownership & Alignment
- Stock ownership guidelines: Executives must hold shares equal to 3x base salary within 5 years; options and unearned PRSUs do not count; company reports all executives met or are on track at 12/31/2024 .
- Anti-hedging and anti-pledging: Executives are prohibited from hedging and from pledging SHW securities or holding them in margin accounts .
- Retention RSUs: Company used Retention RSUs for certain NEOs in 2023; these continue to vest subject to terms; PRSUs continue subject to performance goals .
Outstanding Equity Awards at Fiscal Year-End 2024 (Karl J. Jorgenrud)
| Option Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value ($) | Unearned PRSUs (#) | PRSU Market Value ($) |
|---|---|---|---|---|---|---|---|---|
| 10/18/2017 | 4,350 | — | 127.98 | 10/17/2027 | 4,916 | 1,671,096 | 9,600 | 3,263,328 |
| 10/17/2018 | 6,900 | — | 136.85 | 10/16/2028 | 4,175 | 1,419,208 | 9,000 | 3,059,370 |
| 10/16/2019 | 7,200 | — | 186.85 | 10/15/2029 | — | — | — | — |
| 10/20/2020 | 5,100 | — | 227.05 | 10/19/2030 | — | — | — | — |
| 10/18/2021 | 4,000 | — | 295.83 | 10/17/2031 | — | — | — | — |
| 10/18/2022 | 6,934 | 3,466 | 215.08 | 10/17/2032 | — | — | — | — |
| 10/13/2023 | 3,667 | 7,333 | 248.57 | 10/12/2033 | — | — | — | — |
| 10/15/2024 | — | 9,200 | 388.57 | 10/14/2034 | — | — | — | — |
Note: Option vesting is in three substantially equal annual installments; RSU/PRSU market values use $339.93 closing price (12/31/2024) .
Employment Terms
| Provision | Terms for Karl Jorgenrud | Notes |
|---|---|---|
| Employment Agreements | None; NEOs employed at will | Company discloses “No Employment Agreements” in CD&A . |
| Involuntary Termination (pre–change in control) – KESP | Cash severance equals 1.5x base salary + target annual cash incentive; prorated annual incentive subject to goal achievement; 18 months medical/dental; outplacement; continued vesting of equity awards for 18 months (PRSUs remain performance-based) | Subject to execution/non-revocation of release including confidentiality, non-compete, non-solicit, and non-disparagement covenants . |
| Non-Compete/Non-Solicit (KESP) | Non-compete for 18 months (period varies by designation); non-solicit extends 1 year beyond non-compete; U.S.-wide restriction across paint/coatings businesses | Company obligations cease upon breach . |
| Change-in-Control – Equity | Double-trigger acceleration: awards vest in full if within 3 years post-CIC the executive is terminated without cause or resigns for good reason; awards not assumed vest immediately | CIC definition includes 30% stock acquisition, board turnover, reorg/asset sale, or liquidation . |
| Change-in-Control – Severance | Lump-sum payment equal to 2.5x (for Jorgenrud) of highest base salary + greater of average past 3-year annual incentive or current-year target incentive; 18 months health benefits; outplacement up to 10% of base; no tax gross-up (gross-up only for Executive Chairman under limits) | Policy caps future severance agreements at ≤2.99x without shareholder approval; no tax gross-ups in future agreements . |
| Clawback | Company has clawback/recapture policies for incentive compensation and forfeiture policies (CD&A references) | Applies to financial restatements per governance policy . |
| Anti-Hedging/Pledging | Hedging prohibited; no margin accounts or pledging of SHW securities | Alignment-focused restrictions. |
Investment Implications
- Pay-for-performance alignment: Annual incentive for 2023 was driven by divisional financials (Sales, PBT, RONAE), with actual results above target and payout at 151.46% of salary—evidence of tight linkage to operational execution in Global Industrial/PCG .
- Insider selling pressure/vesting overhang: Significant option holdings with staggered expirations through 2034 and unearned PRSUs tied to multi-year goals may create periodic liquidity windows, but hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk .
- Retention risk: Strong severance economics under KESP (1.5x pre-CIC) and robust CIC protection (2.5x, double-trigger) reduce voluntary departure risk; non-compete/non-solicit covenants and continued equity vesting enforce retention and protect franchise value .
- Governance quality: No employment contracts, limited perquisites, no option repricing, and firm ownership/anti-pledging policies indicate shareholder-friendly practices; compensation decisions reference market peer data and independent consultant oversight .
Overall, Jorgenrud’s package balances at-risk incentives (annual and PRSUs/options) with retention levers (KESP/CIC, continued vesting), suggesting aligned incentives to drive Global Industrial profitability and capital-efficient growth while limiting misaligned trading behaviors via hedging/pledging prohibitions .