Kerrii Anderson

About Kerrii B. Anderson

Independent director at The Sherwin-Williams Company since 2019; former CEO, President, and CFO of Wendy’s International with deep finance, governance, and executive compensation expertise. Age 67; currently serves as Chair of the Compensation and Management Development Committee and member of the Nominating and Corporate Governance Committee at SHW. The Board has affirmatively determined she is independent under NYSE and company standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Wendy’s International, Inc. (now The Wendy’s Company)	CEO & President; Interim CEO & President; EVP & CFO	2006–2008; 2006; 2000–2006	Led strategy, operations, finance; executive leadership credentials for comp oversight
M/I Schottenstein Homes, Inc. (now M/I Homes, Inc.)	SVP & CFO	1987–2000	Public-company CFO experience; strong accounting/financial reporting background
Private Investor & Board Advisor	Advisor	2008–present	Ongoing governance exposure

External Roles

Organization	Role	Public/Non-profit	Notes
Labcorp Holdings Inc. (NYSE: LH)	Director	Public	Current public directorship
Worthington Enterprises, Inc. (NYSE: WOR)	Director	Public	Current public directorship
Abercrombie & Fitch Co. (NYSE: ANF)	Director	Public	Current public directorship
Elon University	Board of Trustees	Non-profit	Trustee
OhioHealth Corporation	Board of Directors	Non-profit	Director
The Columbus Foundation	Audit Committee Chair	Non-profit	Financial oversight role

Board Governance

Current SHW committees: Chair, Compensation & Management Development Committee; Member, Nominating & Corporate Governance Committee. The Compensation Committee met 5 times in 2024; the Nominating Committee met 4 times. The Board held 6 meetings in 2024, and each director attended at least 75% of Board and committee meetings during their service period. Executive sessions of non-management directors are held after every regularly scheduled Board meeting.
Independence: The Board determined Ms. Anderson is independent; all committee members are independent.
Leadership structure: Robust Lead Independent Director role; executive sessions chaired by Lead Director.
Overboarding policy: Non-executive directors should serve on no more than four public company boards (inclusive of SHW); Audit members limited to two other audit committees absent Board determination. Ms. Anderson serves on three other public boards, within SHW policy limits.
Related-party oversight: Nominating Committee reviews related-person transactions; none in 2024.
Anti-hedging/pledging: Directors prohibited from hedging and pledging SHW securities.
Say-on-pay support (governance signal): 91.62% approval at the 2024 annual meeting.

Fixed Compensation (Director)

Year	Cash Retainer	Committee Chair Fees	Meeting Fees	Total Cash Received	Notes
2024	$135,000	$25,000 (Compensation Chair)	$0 disclosed for Ms. Anderson	$160,000 (Fees earned/paid)	Program: meeting fee $1,750 per meeting above 12 combined Board/committee meetings
Other Benefits (2024)	—	—	—	$7,000 (identity theft/cybersecurity $4,000 + matching gifts $3,000)	Standard director benefits per policy

Performance Compensation (Director)

Component	2024 Grant Detail	Vesting	Notes
RSUs (time-based)	$181,235 grant-date fair value; ~594 RSUs (to each non-management director)	One-third annually over 3 years; accelerated on death, disability, or change in control; continued vesting post-retirement after age/tenure thresholds	Directors’ equity is not performance-conditioned; no options granted to directors in program

No director performance metrics are used for equity; director equity is time-based RSUs designed to align with shareholders.

Other Directorships & Interlocks

Company	Ticker	Role	Potential Interlock/Conflict Notes
Labcorp Holdings Inc.	LH	Director	No SHW-related person transactions in 2024; Board confirms independence.
Worthington Enterprises, Inc.	WOR	Director	No SHW-related person transactions in 2024; independence affirmed.
Abercrombie & Fitch Co.	ANF	Director	No SHW-related person transactions in 2024; independence affirmed.

Expertise & Qualifications

Executive leadership in operations, strategy, finance, and talent management as CEO/President and CFO at Wendy’s; significant accounting, financial reporting, corporate finance, governance, and executive compensation expertise via large public company boards.
Brings compensation and governance expertise directly relevant to her role as SHW Compensation Committee Chair.

Equity Ownership

As of Record Date	Shares Owned	Shares Acquirable within 60 Days	Total Beneficial Ownership	% Outstanding	Unvested RSUs at 12/31/2024	Deferred Fee Elections
Feb 19, 2025 (beneficial ownership table)	4,111	886 (includes RSUs vesting within 60 days and director stock units)	4,997	<1%	1,244 RSUs	Deferred $40,000 of 2024 fees into vested stock units (Director Deferred Fee Plan)

Director stock ownership guideline: minimum 7× annual cash retainer; directors must hold all shares received upon RSU vesting until guideline met. As of 12/31/2024, all non-management directors had met or are expected to meet within the required timeframe.

Insider Trades (Form 4 snapshots, 2025)

Transaction Date	Filing Date	Type	Shares	Price	Post-Transaction Ownership	Link
2025-07-07	2025-07-09	A (Award)	28.86	$346.53	948.59	https://www.sec.gov/Archives/edgar/data/89800/000008980025000106/0000089800-25-000106-index.htm
2025-10-03	2025-10-07	A (Award)	29.09	$343.81	979.69	https://www.sec.gov/Archives/edgar/data/89800/000122715925000006/0001227159-25-000006-index.htm

Notes: Reported as “A-Award” transactions for director equity; post-transaction ownership figures reflect Form 4 line items and may represent indirect/plan holdings. Data fetched via insider-trades skill (Form 4).

Governance Assessment

Strengths for investor confidence:
- Independent director; Compensation Chair with deep CFO/CEO background; committee composed entirely of independent directors.
- High say-on-pay support (91.62%), signaling shareholder alignment with compensation governance.
- Director pay mix emphasizes equity via time-based RSUs; stock ownership guideline (7× retainer) and hold-until-met policy bolster alignment.
- Prohibitions on hedging/pledging; no related-person transactions in 2024.
- Engagement: Board and committees met regularly; director attendance ≥75%; executive sessions each regular meeting.
Watch items:
- Multiple outside public boards (3) — within SHW overboarding policy limits, but merits routine time-commitment review given Compensation Chair workload.
Net view: Anderson’s profile (finance and CEO experience), her Compensation Chair role, independence, equity alignment, and strong governance practices present as positives for board effectiveness and investor confidence; no red flags identified in related-party dealings or attendance.