Robert Gamgort

About Robert J. Gamgort

Robert J. Gamgort (age 62) is Executive Chairman of Keurig Dr Pepper Inc. and is standing for election to the Sherwin-Williams Board in 2025 as an independent director nominee. He brings 35+ years of consumer products leadership, including CEO roles at Keurig Dr Pepper, Keurig Green Mountain, and Pinnacle Foods, with deep experience in sales, marketing, brand management, and large-scale business transformations via acquisitions and innovation. If elected at the April 16, 2025 Annual Meeting, his Sherwin-Williams board service would commence thereafter; the Board has affirmed his independence under NYSE standards and the company’s Director Independence Standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Keurig Dr Pepper Inc.	Executive Chairman	2022; 2024–present	Led strategic oversight and prior CEO responsibilities spanning integration and transformation efforts.
Keurig Dr Pepper Inc.	Executive Chairman, President & CEO	2022–2024	Oversaw growth and integration post-merger, strategic initiatives, and operational performance.
Keurig Dr Pepper Inc.	Chairman, President & CEO	2019–2022	Led post-merger scale-up and consolidation; brand portfolio management.
Keurig Dr Pepper Inc.	President & CEO	2018–2019	Transition leadership through transformational combination.
Keurig Green Mountain	Chief Executive Officer	2016–2018	Drove strategic change and integration with Dr Pepper Snapple.
Pinnacle Foods Inc.	Chief Executive Officer	2009–2016	Led portfolio transformation, acquisitions, innovation, and efficiencies.
Mars, Inc.	President, North America; earlier roles	1998–2009	Progressive leadership across sales/marketing and operations.
Kraft Foods	Sales leadership and brand management roles	Not disclosed	Foundational CPG experience in sales and brands.

External Roles

Organization	Board Role	Status	Committees/Notes
Keurig Dr Pepper Inc. (Nasdaq: KDP)	Director	Current	Current public company directorship; committee membership not disclosed here.
Wayfair Inc. (NYSE: W)	Director	Past 5 years	Past public company directorship; committee roles not disclosed here.

Board Governance

Independence: The Board affirmatively determined Mr. Gamgort is independent under Sherwin-Williams’ Director Independence Standards and NYSE rules. All Audit, Compensation, and Nominating Committee members are independent.
Nomination/Committee assignment: Mr. Gamgort was introduced via a third-party search firm; committee assignments will be determined following the Annual Meeting if he is elected.
Attendance and engagement: In 2024, the Board held six meetings and each incumbent director attended at least 75% of Board and committee meetings during their service period; independent directors hold executive sessions after every regularly scheduled Board meeting.
Lead Independent Director: Jeff M. Fettig serves as Lead Director (since 2023), chairing executive sessions and providing input on Board design and risk oversight.
Majority voting/resignation policy: Uncontested director elections require “for” votes to exceed “against”; incumbents with more “against” must tender a resignation for Board consideration.

Body	Members	Independence	2024 Meetings
Board of Directors	11	9 of 11	6
Audit Committee	5	100%	9
Compensation & Management Development Committee	4	100%	5
Nominating & Corporate Governance Committee	3	100%	4

Fixed Compensation

Component	Amount	Notes
Annual Board cash retainer	$135,000	Applies to non-management directors.
Lead Director additional retainer	$50,000	Added to base retainer.
Audit Committee Chair retainer	$30,000	Added to base retainer.
Compensation Committee Chair retainer	$25,000	Added to base retainer.
Nominating Committee Chair retainer	$25,000	Added to base retainer.
Meeting fee (excess over 12 meetings/year)	$1,750 per meeting	Board and committee meetings within 24 hours count as one meeting.
Other benefits	Identity theft/cybersecurity, insurance	Liability and business travel accident insurance; $500k AD&D and $500k permanent disability while traveling on company business; employee discount; eligibility for Matching Gifts and Grants for Volunteers Programs.

Performance Compensation

Equity Grant	Value	RSU Count	Vesting	Triggers/Other Terms
Annual RSUs (non-management directors)	~$180,000	594 (2024 grant per director)	Time-based; generally one-third per year over 3 years	Immediate vesting upon death/disability/change in control; continued vesting post-retirement after age 65 or 5 years/5 terms; RSUs paid out in stock on vesting.
Equity plan limits/cap for non-employee directors	$750,000 (aggregate max annual value)	N/A	Plan-level design	Applies to cash and/or equity (grant date fair value); minimum one-year vesting/performance period subject to limited exceptions.

Note: Mr. Gamgort was not a director in 2024; program terms above indicate expected compensation structure upon election.

Other Directorships & Interlocks

Current public board: Keurig Dr Pepper Inc. (KDP). Past 5-year public board: Wayfair Inc. Potential commercial interlocks are not disclosed; the Board’s independence review considers relationships and sets materiality thresholds (e.g., payments < $1 million or <2% of the other company’s revenues; indebtedness <5% of the other company’s assets; certain charitable thresholds), and determined Mr. Gamgort independent.

Expertise & Qualifications

Consumer products leadership: CEO roles at KDP, Keurig Green Mountain, Pinnacle Foods; senior leadership at Mars and Kraft, with deep sales, marketing, and brand expertise.
Transformation experience: Led significant business transformations via strategic acquisitions, innovation, and new business creation; expected to contribute to Sherwin-Williams’ sales/marketing, strategy, and operations oversight.
Board rationale: Nominating Committee evaluated skills/experience mix and recommended election to enhance Board capabilities and refreshment.

Equity Ownership

Beneficial Owner	Common Shares	Shares Acquirable within 60 Days	Total	% Outstanding
Robert J. Gamgort	0	0	0	<1% (0%)

Shares outstanding at record date: 251,510,149 (Feb 19, 2025).
Director stock ownership guidelines: Non-management directors must hold shares equal to ≥7x the annual Board cash retainer; RSUs and Director Deferred Fee Plan stock units count; directors must hold shares received on RSU vesting until guideline met. At Dec 31, 2024, all executives and non-management directors had met or were expected to meet guidelines within the prescribed timeframe.
Anti-hedging/pledging: Directors are prohibited from hedging, pledging, short sales, and exchange-traded derivatives in Sherwin-Williams securities.

Governance Assessment

Independence and fit: Board affirmed Mr. Gamgort’s independence and highlighted his consumer products and transformation expertise, suggesting positive contributions to Board oversight of strategy, sales/marketing, and operations.
Attendance discipline and executive sessions: Board held six meetings in 2024; incumbent directors met ≥75% attendance; independent directors meet in executive session after every regular Board meeting, supporting robust oversight.
Compensation alignment: Director pay structure balances cash retainer and multi-year RSUs (~$180k, 594 RSUs in 2024 per director) with double-trigger change-in-control protections and minimum vesting requirements; aggregate annual cap ($750k) under the 2025 plan constrains director compensation.
Ownership alignment: Strict 7x retainer ownership guideline and prohibition on hedging/pledging support alignment; Mr. Gamgort had no SHW holdings as of the 2025 record date, a typical starting point for new nominees but worth monitoring for guideline progress.
Process quality: Nominating Committee used a professional search firm and a director skills matrix; majority voting/resignation policy enhances accountability; Lead Director framework strengthens independent oversight and risk governance.

Red Flags to Monitor

Initial zero ownership: Mr. Gamgort had no SHW shares at the record date—track pace to meet the 7x retainer guideline post-election.
Overboarding risk: As an executive officer (Executive Chairman) of a public company, SHW’s policy caps service at no more than two public company boards inclusive of SHW; current roles appear within policy but monitor for additions.
Committee placement unknown: Committee assignments will be set post-Annual Meeting; actual influence on audit/compensation/governance will depend on placement.

No related-party transactions, hedging/pledging, or compensation anomalies involving Mr. Gamgort are disclosed in SHW’s proxy; independence determination suggests no material conflicts under SHW’s standards.