Mary Garceau

About Mary Garceau

Mary L. Garceau is Senior Vice President – Chief Legal Officer and Secretary of The Sherwin-Williams Company, serving as CLO since February 2024 and with the company since February 2014; she previously served as Senior Vice President, General Counsel and Secretary from August 2017 to February 2024 . She is 52 years old (FY 2024 10-K) and holds a JD from Vanderbilt University Law School and a BA from the University of New Hampshire . During her tenure, SHW’s pay-versus-performance disclosures show Company TSR (value of a $100 investment) of $166.24 in 2023, $125.26 in 2022, $184.10 in 2021, and $127.05 in 2020, with Net Income of $2,388.8M (2023), $2,020.1M (2022), $1,864.4M (2021), and $2,030.4M (2020), and Adjusted EPS of $9.57 (2023), $7.92 (2022), $7.32 (2021), and $7.36 (2020) . She led legal/regulatory integration around the Valspar acquisition and oversees global legal, governance, regulatory, EHS, and government affairs, recognized as a Notable General Counsel in 2021 .

Past Roles

Organization	Role	Years	Strategic Impact
Sherwin-Williams	SVP – Chief Legal Officer & Secretary	2024–present	Elevated from General Counsel; continues oversight of global legal and governance .
Sherwin-Williams	SVP, General Counsel & Secretary	2017–2024	Led legal/regulatory integration (Valspar), built government affairs; manages EHS/regulatory teams .
Sherwin-Williams Paint Stores Group	Associate General Counsel	2014–2017	Provided operating unit legal leadership pre-promotion .
Thirty-One Gifts LLC	General Counsel	2011–2014	Built in-house legal function; regulatory/compliance leadership .
Bob Evans Farms, Inc.	VP, General Counsel & Corporate Secretary	2006–2011	First GC; established legal department, securities and governance oversight .
Vorys, Sater, Seymour & Pease LLP	Attorney/Partner	1997–2006	Corporate/securities, public offerings, compliance (SEC/Nasdaq/NYSE/SOX) .

External Roles

Organization	Role	Years	Notes
Vanderbilt University Law School	Advisor	2024–present	Executive advisory affiliation per Equilar .
University School	Board Member	2024–present	External board role per Equilar .
Sherwin-Williams Foundation	Board (noted)	2021	Foundation board involvement referenced in recognition profile .

Fixed Compensation

Metric	2020	2021
Salary ($)	640,097	655,767
Stock Awards ($)	870,060	964,737
Option Awards ($)	601,881	730,905
Non-Equity Incentive Compensation ($)	996,000	787,000
All Other Compensation ($)	133,577	184,386
Total ($)	3,241,615	3,322,795

Base Salary as of Dec 31, 2021 ($)	% Increase vs 2020	Target Bonus % of Salary	Max Bonus % of Salary
661,541	3.35%	80%	160%

Performance Compensation

Metric (Annual Cash Incentive – 2021)	Weighting	Minimum	Target	Maximum	Actual	Final Adjusted Result	Payout (Paid Feb 2022)	Vesting/Payout Timing
Adjusted Free Cash Flow	Not disclosed	$1,353M	$1,691M	$1,756M	$1,344M	$1,694M (capped)	$787,000 (NEI paid)	Annual bonus paid after cycle; Feb 2022

Equity Award Type	Grant Date	Metric	Threshold (#)	Target (#)	Maximum (#)	Vesting/Performance Period	Notes
PRSU	2/16/2021	Adjusted EPS	—	2,700	5,400	2021–2023, vests Feb 2024	Target grant counts and goals defined; max at 200% .
PRSU	2/16/2021	Adjusted RONAE	—	1,350	2,700	2021–2023, vests Feb 2024	Target grant counts and goals defined; max at 200% .
Stock Options	10/18/2021	—	—	10,500	—	Vest 1/3 per year; expire 10/17/2031	Exercise price $295.83; FMV methodology disclosed .
PRSU	2/18/2020	Adjusted EPS	250	1,000	2,000	2020–2022, vests Feb 2023	Threshold/target/max disclosed .
PRSU	2/18/2020	Adjusted RONAE	125	500	1,000	2020–2022, vests Feb 2023	Threshold/target/max disclosed .
Stock Options	10/20/2020	—	—	3,900	—	Vest 1/3 per year; expire 10/19/2030	Exercise price $681.13 .

2021 Option Exercises and Stock Vested	Options Exercised (#)	Value Realized ($)	PRSUs Vested (#)	Value Realized ($)
Mary L. Garceau	3,354	801,651	6,120	1,457,815

2020 Stock Vested	PRSUs Vested (#)	Value Realized ($)
Mary L. Garceau	752	436,190

Vesting mechanics:

Options vest one-third annually on grant anniversaries; PRSUs vest in February following the three-year performance period; dividend equivalents on PRSUs/RSUs are deferred and paid only upon vesting .

Equity Ownership & Alignment

Date	Shares of Common Stock	Shares Acquirable within 60 Days (Options/RSUs)	Total	% of Shares Outstanding
Dec 31, 2020	1,773	16,966	18,739	<1%
Feb 22, 2022	15,920	62,442	78,362	<1%

Outstanding Equity Awards (as of Dec 31, 2021)	Exercisable (#)	Unexercisable (#)	Exercise Price ($)	Expiration
Options 10/22/2014	3,840	—	75.91	10/21/2024
Options 10/16/2015	1,251	—	79.85	10/15/2025
Options 10/18/2016	4,350	—	90.04	10/17/2026
Options 2/14/2017	3,000	—	102.81	2/13/2027
Options 10/18/2017	18,600	—	127.98	10/17/2027
Options 10/17/2018	16,500	—	136.85	10/16/2028
Options 10/16/2019	11,001	5,499	186.85	10/15/2029
Options 10/20/2020	—	7,800	227.05	10/19/2030
Options 10/18/2021	—	10,500	295.83	10/17/2031

Unvested RSUs/PRSUs (as of Dec 31, 2021)	Count (#)	Market/Payout Value ($)
RSUs – Unvested	10,501	3,698,032
PRSUs – Unearned Tranche A	9,000	3,169,440
PRSUs – Unearned Tranche B	8,100	2,852,496

Ownership alignment and policies:

Stock ownership guidelines: CEO 6x salary, COO 4x, other executives 3x; executives have 5 years to comply. Stock options and unearned PRSUs do not count; at Dec 31, 2023, all executives were compliant or on track .
Anti-hedging and anti-pledging: Directors and executive officers are prohibited from hedging or pledging Company securities; no speculative trading (short sales/derivatives) .

Employment Terms

Employment agreements: None; NEOs are at-will employees .
Severance (KESP): If involuntarily terminated pre-change-in-control (other than for cause, death or disability), Ms. Garceau is entitled to 1.5x the sum of base salary and target annual cash incentive (paid over 18 months), prorated annual incentive (subject to goal attainment), continued medical/dental coverage up to the earlier of age 65, other coverage, or 18 months, outplacement, and continued vesting of equity for 18 months (performance awards remain subject to goals); restrictive covenants include non-compete and non-solicit (two and three years) .
Change in control: Equity awards have double-trigger acceleration (change-in-control plus qualifying termination) .
Clawback: Executive Clawback Policy to recover erroneously awarded incentive compensation in the event of an accounting restatement .
Death/Disability: Upon death or disability, options vest immediately; RSUs vest; PRSUs vest at the greater of 100% of target or performance-derived vesting percentage determined with forecast; executive life insurance applies to certain NEOs; Ms. Garceau participates in a post-2008 disability plan with benefits capped at $35,000/month until retirement age per plan terms .
Severance Agreement Schedule: Ms. Garceau is party to Form C of Amended and Restated Severance Agreements (schedule filed with 10-K) .
Retirement eligibility at 12/31/2021: Not eligible; only Morikis and Ippolito eligible at that date .

Investment Implications

Pay-for-performance and metrics: Mary’s incentives are anchored to Adjusted EPS, Adjusted RONAE (PRSUs), and a corporate Adjusted FCF bonus goal; the program’s multi-metric design and capped adjustments (e.g., natural disaster impacts) support alignment without cliff risk . February PRSU vesting cycles and staged option vesting create predictable windows for potential insider selling pressure; observed vest/realization in 2021: 6,120 PRSUs ($1.46M) and 3,354 options ($0.80M) .
Ownership alignment: Robust guidelines (3x salary for non-CEO/COO executives), anti-hedging/anti-pledging rules, and double-trigger equity acceleration reduce misalignment and collateral risk; Mary’s beneficial ownership increased materially from 18,739 total (2020) to 78,362 (2022), with significant in-the-money options and PRSUs outstanding .
Retention and transition risk: No employment agreement but KESP (1.5x salary+target bonus and 18 months continued vesting) plus restrictive covenants likely moderate exit incentives and protect IP/customer relationships; not retirement-eligible as of 2021, diminishing near-term retirement risk .
Execution track record: Recognition (Crain’s Notable GC), leadership through Valspar integration, and oversight of global legal/regulatory/EHS suggest strong execution; company-level performance (TSR, Net Income, Adjusted EPS) rebounded in 2023 vs. 2022, aligning equity award value with shareholder outcomes .

Overall, compensation structure and governance practices point to high alignment and low pledging/hedging risk. February vesting months (PRSUs) and annual option anniversaries are the key surveillance windows for potential insider activity; KESP terms and double-trigger provisions lessen abrupt transition exposure while preserving performance accountability .