Karl Jorgenrud

About 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 .