Michael Thaman

About Michael H. Thaman

Michael H. Thaman, age 61, is an independent director of The Sherwin‑Williams Company (SHW) and has served on the Board since 2017. He is a member of the Audit Committee and is designated by the Board as an “audit committee financial expert,” reflecting deep operating and financial leadership experience, including prior service as Chair and CEO of Owens Corning. Thaman’s current external public directorships include L’Air Liquide S.A. and UL Solutions Inc., and he also serves on the board of Kohler Company.

Past Roles

Organization	Role	Tenure	Committees/Impact
Owens Corning	Executive Chair	2019–2020	Led board-level oversight following long CEO tenure
Owens Corning	Chair	2002–2019	Guided strategic and governance agenda
Owens Corning	Chief Executive Officer	2007–2020	Drove global operations and strategy execution
Owens Corning	President	2007–2018	Managed enterprise operations
Owens Corning	Chief Financial Officer	2000–2007	Led finance and capital allocation
UBQ Materials Inc.	Chief Executive Officer	2020	Operational leadership in advanced materials

External Roles

Organization	Role	Status	Notes
L’Air Liquide S.A. (EPA: AI)	Director	Current	Global industrial gases; public company board
UL Solutions Inc. (NYSE: ULS)	Director	Current	Testing/certification services; public company board
Kohler Company	Director	Current	Private company board
Owens Corning (NYSE: OC)	Director	Past 5 years	Former board role

Board Governance

Committee assignments: Audit Committee; designated Audit Committee Financial Expert; not a chair of any SHW committee.
Independence: Affirmatively determined independent under SHW Director Independence Standards and NYSE rules.
Attendance and engagement: The Board held 6 meetings in 2024, the Audit Committee met 9 times, and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
Lead independent director/executive sessions: Independent directors meet in executive session after every regularly scheduled Board meeting; sessions chaired by the Lead Director.
Overboarding policy: Non‑executive directors limited to 4 public boards; Audit Committee members limited from serving on >2 other public company audit committees unless the Board approves and discloses. Thaman serves on two other public company boards, within policy limits.

Fixed Compensation (Director)

Component (2024)	Amount ($)	Notes
Fees Earned or Paid in Cash	135,000	Annual Board cash retainer
Stock Awards (RSUs grant-date fair value)	181,235	594 RSUs granted in 2024 under 2006 Stock Plan for Nonemployee Directors
All Other Compensation	7,000	Includes $4,000 identity theft/cybersecurity services and $3,000 charitable matching gifts
Total	323,235	Sum of the above
Deferred Fees (2024)	135,001	Deferred into vested stock units under Director Deferred Fee Plan

Program features:

Standard director program for non‑management directors: $135,000 annual cash retainer; additional cash retainers for certain chair roles (not applicable to Thaman); annual RSU grant ≈$180,000; meeting fee only for >12 meetings. RSUs vest one‑third per year over three years; immediate vesting upon death/disability or change in control; continued vesting post‑retirement after age/service conditions. No director retirement benefits.

Performance Compensation (Director)

Directors do not receive performance‑based cash incentives; equity is time‑based to align interests with shareholders.

Equity Detail (2024)	Metric	Value
RSUs Granted	Shares	594 RSUs (2024 grant)
RSUs Granted	Grant‑date fair value ($)	181,235
Vesting	Schedule	One‑third per year over three years; accelerated vesting on death/disability/change in control; continued vesting post‑retirement per policy
Unvested RSUs (12/31/2024)	Shares	1,244

Other Directorships & Interlocks

Company	Relationship to SHW	Interlock/Conflict Notes
L’Air Liquide S.A.	External public board	No related‑person transactions with SHW disclosed for 2024
UL Solutions Inc.	External public board	No related‑person transactions with SHW disclosed for 2024
Kohler Company	External private board	No related‑person transactions with SHW disclosed for 2024

Related‑party transactions: SHW reported none for 2024 under its related person policy overseen by the Nominating Committee.

Expertise & Qualifications

Global operating leadership and financial acumen from 28‑year Owens Corning tenure (CEO, Chair, CFO), providing deep understanding of residential, construction, industrial, and global markets relevant to SHW.
Audit Committee Financial Expert designation; Board determined financial literacy of Audit Committee members, with Thaman specifically identified as an expert.
Strategic and governance experience across multiple public boards; contributes independent oversight to SHW’s risk, finance, and operations.

Equity Ownership

Beneficial Ownership (Record Date: Feb 19, 2025)	Shares	Notes
Common Stock Owned	6,403	Sole/shared voting per proxy conventions
Shares Acquirable within 60 days	5,041	Via RSU vesting and Director Deferred Fee Plan units payable in stock
Total Beneficial Ownership	11,444	Less than 1% of shares outstanding (251,510,149)
Pledging/Hedging	Prohibited	SHW prohibits hedging and pledging of company securities by directors/executives
Ownership Guidelines	Status	Directors must hold ≥7x annual cash retainer; all non‑management directors met or are expected to meet guidelines as of 12/31/2024

Insider Trades and Section 16 Compliance

Item	Status	Notes
Delinquent Section 16(a) filings (2024)	None reported for Thaman	SHW disclosed one late Form 4 for another officer (not Thaman) due to administrative oversight

Governance Assessment

Strengths:
- Independent director with Audit Committee Financial Expert designation; enhances oversight of financial reporting, controls, and ERM.
- Strong attendance and engagement; Board and committee activity levels are robust.
- Clear alignment via stock ownership guidelines and regular RSU grants; deferred fees into stock units increase alignment.
- No related‑person transactions for 2024; anti‑hedging/pledging policies reduce misalignment risk.
Watch items / potential conflicts:
- Multiple external boards (Air Liquide, UL Solutions) increase network exposure; SHW’s overboarding policy limits mitigate risk and Thaman remains within limits; no related‑party transactions disclosed.
- As a member of Audit Committee, continued monitoring of audit committee workload across boards is prudent, consistent with SHW policy restricting simultaneous service on other audit committees above thresholds unless disclosed/approved.

Overall, Thaman’s deep industrial leadership and finance credentials, independent status, equity alignment, and clean related‑party profile support Board effectiveness and investor confidence. His audit expertise and adherence to SHW governance policies (ownership, anti‑hedging/pledging, attendance) are positives; ongoing monitoring of external commitments is advisable under SHW’s overboarding framework.