Matthew Thornton III

About Matthew Thornton III

Independent director at The Sherwin-Williams Company; age 66; director since 2014. Former Executive Vice President & COO of FedEx Freight with 41+ years at FedEx, bringing strategic operations and logistics expertise; currently serves on SHW’s Audit Committee and chairs the Nominating & Corporate Governance Committee; identified as independent under SHW’s Director Independence Standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
FedEx Freight (subsidiary of FedEx Corp.)	Executive Vice President & Chief Operating Officer	2018–2019 (retired)	Led operations for LTL freight; deep logistics management experience
FedEx Express	Senior Vice President, U.S. Operations	2006–2018	Strategic operations oversight across air/ground networks
FedEx Express	Senior Vice President – Air, Ground & Freight Services	2004–2006	Integrated multimodal operations
FedEx Express	Vice President – Regional Operations (Central Region)	1998–2004	Regional P&L and performance leadership

External Roles

Organization	Role	Tenure	Committees/Notes
Crown Castle Inc. (NYSE: CCI)	Director	Current	Other public directorship; committee roles not disclosed here
Nuveen fund complex (registered investment companies)	Director/Trustee	Current	Mutual fund complex boards
The Executive Leadership Council	Member/Affiliation	Current	Leadership network affiliation

Board Governance

Committees: Audit Committee member; Nominating & Corporate Governance Committee Chair .
Independence: Board affirmed independence (Thornton among independent directors) under SHW standards and NYSE rules; all three committees composed entirely of independent directors .
Attendance and engagement: Board held 6 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings held during their service period; all directors attended the 2024 annual meeting; executive sessions of non-management directors occur after every regularly scheduled Board meeting .
Committee cadence: Audit Committee met 9 times in 2024; Nominating & Corporate Governance Committee met 4 times; Compensation & Management Development Committee met 5 times .
Responsibilities: As Nominating Chair, oversees corporate governance, board composition and director succession, and reviews related person transactions; Audit Committee oversight includes financial reporting integrity, internal audit, compliance, and cybersecurity risk .

Fixed Compensation

Year	Fees Earned/Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2024	160,000	181,235 (594 RSUs)	4,000 (identity theft/cybersecurity services)	345,235
2023	144,011	164,938 (711 RSUs)	4,000 (identity theft/cybersecurity services)	312,949

Program structure (2024): Annual cash retainer $135,000; additional retainers—Lead Director $50,000, Audit Chair $30,000, Compensation Chair $25,000, Nominating Chair $25,000; meeting fee $1,750 for meetings in excess of 12 per year; RSUs ~ $180,000 annually under 2006 Stock Plan for Nonemployee Directors .
Consultant use: Independent compensation consultant engaged every other year; 2024 increases implemented per consultant recommendation (cash retainer to $135k; RSU value to ~$180k; Nominating Chair retainer to $25k; Lead Director retainer to $50k) .

Performance Compensation

Director equity is time-based RSUs; no performance-based metrics used for director equity grants. RSUs vest one-third annually over three years; immediate vesting upon death, disability, or change-in-control of Sherwin-Williams; retirement (age ≥65 or service ≥5 years/terms) continues original vesting schedule .

Equity Award Term	2024 Details
RSU grant count	594 RSUs to each non-management director
Grant date fair value basis	Average of high and low sale prices on grant date; ASC 718
Vesting schedule	1/3 annually over 3 years
Change-in-control vesting	Immediate (for the 2006 Director Plan)
Retirement treatment	Continue vest on original schedule if eligible
Dividends on RSUs	Deferred until and contingent upon vesting under equity plans

Note: 2025 Equity & Incentive Compensation Plan includes double-trigger vesting if awards are assumed by an acquiror (CoC plus qualifying termination) and caps non-employee director compensation; no repricing without shareholder approval; no dividends on unvested awards .

Other Directorships & Interlocks

Company	Relationship to SHW	Potential Interlock/Conflict
Crown Castle Inc. (CCI)	Unrelated sector (telecom infrastructure)	No SHW-related transactions disclosed; independence affirmed
Nuveen fund complex	Investment companies	Not identified as SHW supplier/customer; no related-person transactions in 2024

Expertise & Qualifications

Strategic operations and logistics expertise from 41+ years at FedEx; informed perspective on global operations, strategy, distribution, and business matters .
Corporate governance and executive compensation experience from other boards (CCI, Nuveen funds); contributes to SHW’s governance oversight as Nominating Chair .
Board fully independent in committee composition; cybersecurity and ERM oversight integrated at committee level (Audit) .

Equity Ownership

Holder	Shares of Common Stock	Shares Acquirable Within 60 Days	Unvested RSUs at 12/31/2024	Percent of Outstanding
Matthew Thornton III	11,146	—	1,244	<1% (based on 251,510,149 shares)

Ownership guidelines: Non-management directors must hold shares equal to at least 7x annual Board cash retainer; directors must hold all shares received from RSU vesting until guideline met; as of Dec 31, 2024, all non-management directors had met or are expected to meet within the required timeframe .
Hedging/pledging: Prohibited for directors; short sales and derivatives also prohibited; no pledging of SHW securities allowed .

Say-on-Pay & Shareholder Feedback

Item	For	Against	Abstentions	Broker Non-Votes
2024 Advisory Vote on NEO Compensation	182,951,823	16,737,578	1,317,085	22,307,938
Shareholder Proposal – Adopt Simple Majority Vote	142,182,076	56,735,237	2,089,173	22,307,938
Thornton Director Election (2024)	197,043,188	3,197,099	766,199	22,307,938

Governance Assessment

Strengths: Long-tenured logistics operator with current public board experience; independent director chairing Nominating & Corporate Governance; robust committee independence; regular executive sessions; formal overboarding limits; strong anti-hedging/anti-pledging and ownership guidelines; no related-person transactions reported in 2024 .
Alignment: Director compensation mix balanced (cash retainer plus time-based RSUs), with increases aligned to market via an independent consultant; directors subject to 7x retainer ownership guideline; unvested RSUs support ongoing alignment .
Shareholder signals: Strong support in 2024 director election and approval of move to simple majority voting, reinforcing governance confidence; say-on-pay passed with substantial “For” votes .
RED FLAGS: None disclosed specific to Thornton—no related party transactions; pledging/hedging prohibited; Section 16 compliance issues noted only for a different officer’s late filing; monitor future plan transition terms (2025 Plan’s double-trigger) versus director plan’s immediate vesting on CoC to avoid perception of preferential treatment .