Marta Stewart

About Marta R. Stewart

Independent director since 2021; age 67. Former Executive Vice President & Chief Financial Officer of Norfolk Southern, with 33 years of finance leadership including Treasurer, Controller and Principal Accounting Officer. Currently Audit Committee Chair, designated audit committee financial expert, and member of the Nominating and Corporate Governance Committee; independence affirmed by the Board. Each director attended at least 75% of 2024 Board and committee meetings; Audit Committee met nine times, Nominating Committee four times in 2024 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Norfolk Southern Corporation	Executive Vice President & CFO	2013–2017	Led finance, capital markets, accounting systems and controls
Norfolk Southern Corporation	Vice President & Treasurer	2009–2013	Treasury leadership
Norfolk Southern Corporation	Vice President, Controller & Principal Accounting Officer	2003–2009	Oversaw financial reporting and controls
Norfolk Southern Corporation	Various finance roles	1983–2003	Progressively senior positions
Peat Marwick (predecessor to KPMG)	Accounting advisory roles	Not disclosed	Early career experience

External Roles

Organization	Role	Tenure	Committees/Notes
Simon Property Group, Inc. (NYSE: SPG)	Director	Current	Not disclosed in SHW proxy
Raytheon Company (formerly NYSE: RTN)	Director	Past 5 years	Former service within last five years

Board Governance

Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; designated “audit committee financial expert.” All Audit Committee members are independent and financially literate .
Independence: Board affirmed Stewart’s independence under NYSE and company standards .
Attendance and engagement: Board held six meetings in 2024; each director attended at least 75% of Board and their committee meetings. Audit Committee met nine times; Nominating Committee met four times; independent directors hold executive sessions after each regular Board meeting .
Risk oversight: As Audit Chair, oversight includes financial reporting integrity, internal control over financial reporting, auditor performance, compliance, ERM and cybersecurity program oversight .

Fixed Compensation

Component (2024)	Amount ($)	Notes
Fees Earned or Paid in Cash	156,181	Includes annual Board retainer and Audit Chair retainer; meeting fees applicable beyond 12 meetings/year
Stock Awards (RSUs grant-date fair value)	181,235	594 RSUs granted in 2024 to each non-management director; fair value per FASB ASC 718
All Other Compensation	6,622	Identity theft/cybersecurity services and charitable matching gifts
Total	344,038	2024 total director compensation

Program structure (for all non-management directors):

Annual cash retainer $135,000; Audit Committee Chair $30,000; meeting fee $1,750 per meeting beyond 12 per year .
Annual RSU grant ~ $180,000 valued over prior 30-day period; RSUs vest one-third annually over three years; immediate vest on death, disability, or change in control; retirement at age 65 or 5 years of service continues vesting on original schedule .

Performance Compensation

Non-management directors do not receive performance-based bonuses; equity is time-based RSUs (aligned with shareholder value through stock price) .
Anti-hedging and anti-pledging: Directors are prohibited from hedging, short sales, derivatives, and pledging SHW securities; reinforces alignment .

RSU grant and vesting details (2024):

594 RSUs granted; fair value $181,235; vests one-third annually over three years; accelerated on death/disability/change in control; retirement provisions as noted above .

Other Directorships & Interlocks

Current: Simon Property Group (retail REIT). No interlocks disclosed with direct competitors or primary suppliers/customers; Nominating Committee oversees related person transactions .
Prior 5 years: Raytheon Company; no compensation committee interlocks disclosed .

Expertise & Qualifications

Financial expert designation; deep experience in strategic planning, capital markets, accounting systems and controls from CFO and senior finance roles .

Equity Ownership

Metric	Amount	Notes
Shares of Common Stock (beneficially owned)	1,776	As of Feb 19, 2025 record date
Shares Acquirable within 60 days	—	No options/units acquirable within 60 days listed for Stewart
Unvested RSUs (12/31/2024)	1,244	Director RSUs outstanding
Percent of Outstanding	<1%*	Star denotes less than 1% of shares outstanding

Stock ownership guidelines and compliance:

Directors must hold SHW common stock equal to 7x the annual Board cash retainer; as of Dec 31, 2024, all executives and non-management directors had met or are expected to meet within prescribed timeframe .

Pledging/Hedging:

Prohibited; no pledging of SHW shares allowed, reducing collateralization risk .

Governance Assessment

Strengths: Independent director; Audit Committee Chair and financial expert; robust oversight of financial reporting, ERM and cybersecurity; strong attendance expectations met; comprehensive anti-hedging/anti-pledging; rigorous related-party transaction review; no related person transactions in 2024 .
Alignment: Meaningful equity via RSUs and stringent stock ownership guidelines (7x cash retainer) support alignment with shareholders .
Risks/RED FLAGS: None disclosed—no related-party transactions; no pledging/hedging; no Section 16 filing delinquencies noted for Stewart; overboarding policy in place to mitigate director workload risks .

Implications: Stewart’s CFO pedigree and role as Audit Chair are positives for investor confidence in financial oversight, internal controls, and cybersecurity risk management; equity-based director pay and ownership guidelines further support alignment with long-term shareholder value .