Thomas Williams
SHERWIN WILLIAMSAbout Thomas L. Williams
Thomas L. Williams (age 66) is an independent director of The Sherwin-Williams Company, serving since 2023 and currently a member of the Compensation and Management Development Committee; he brings more than 30 years of global industrial experience, including senior executive roles at Parker-Hannifin and management positions at General Electric . His core credentials include deep expertise in manufacturing, distribution, logistics, and innovation, as well as leadership of complex, cyclical businesses as CEO and Chairman of Parker-Hannifin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker-Hannifin Corporation | Executive Chairman (retired) | 2023–2024 | Led transition from CEO; oversight continuity |
| Parker-Hannifin Corporation | Chairman of the Board | 2016–2024 | Governance and strategic oversight |
| Parker-Hannifin Corporation | Chief Executive Officer | 2015–2023 | Global operations leadership; cyclicals, manufacturing |
| Parker-Hannifin Corporation | Executive Vice President | 2008–2015 | Broad operating responsibilities |
| Parker-Hannifin Corporation | Operating Officer | 2006–2015 | Operations execution across segments |
| General Electric | Key management positions | Various | Multi-business leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Veralto Corporation (NYSE: VLTO) | Director | Current | Not disclosed in SHW proxy |
| The Goodyear Tire & Rubber Co. (Nasdaq: GT) | Director | Past 5 years | Not disclosed in SHW proxy |
| Parker-Hannifin Corporation (NYSE: PH) | Director | Past 5 years | Not disclosed in SHW proxy |
Board Governance
- Independence: The Board affirmatively determined Mr. Williams is independent under SHW Director Independence Standards and NYSE listing rules .
- Committee assignments: Member, Compensation and Management Development Committee (CMDC); not a chair .
- Attendance and engagement: In 2024 the Board held six meetings; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Committee activity: 2024 meetings—Audit (9), CMDC (5), Nominating (4); all three committees are composed entirely of independent directors .
- Executive sessions: Independent, non-management directors meet in executive session after every regularly scheduled Board meeting; the Lead Independent Director (Jeff M. Fettig) chairs these sessions .
- Overboarding policy: Directors who are not sitting public-company executives may serve on at most four public boards (inclusive of SHW); Audit members limited in audit committee overlaps absent explicit Board determination and disclosure .
- Lead Independent Director: Jeff M. Fettig is Lead Director since 2023 and serves on Audit and Nominating Committees .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard non-management director retainer |
| Committee chair fees | $0 | Not a chair (CMDC chair is Kerrii B. Anderson) |
| Meeting fees | $0 | Only paid if meetings attended exceed 12 across Board/committees (not disclosed for Williams) |
| All other compensation | $7,000 | $4,000 identity theft/cybersecurity services; $3,000 charitable matching gifts |
| Fees deferred into stock units | $135,001 | Deferred under Director Deferred Fee Plan to vested stock units |
Total fixed compensation (cash + other) for 2024: $142,000 .
Performance Compensation
| Equity Award (2024) | Grant Detail | Fair Value | Vesting | Change-in-Control / Retirement Terms | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (non-employee director annual grant) | 594 RSUs | $181,235 | Vests one-third annually over 3 years | Immediate vesting on death, disability, or change-in-control; continued vesting post-retirement after age 65 or after 5 years/terms | None; time-based RSUs (no TSR/financial targets) |
Total equity compensation (2024): $181,235; total director compensation: $323,235 .
- Program structure: Annual cash retainer plus annual RSU grant (~$180,000 valued over prior 30 days); meeting fees only above threshold; no retirement benefits for non-management directors .
- Risk safeguards: Hedging and pledging of SHW securities prohibited; significant ownership guidelines; double-trigger for equity vesting on change-in-control; clawback policies for executives; independent compensation consultant used and provided no other services in 2024 .
Other Directorships & Interlocks
| Company | Relationship to SHW | Interlock/Conflict Notes |
|---|---|---|
| Veralto Corporation (VLTO) | External board | No SHW-related party transactions reported in 2024; independence affirmed |
| Goodyear Tire & Rubber (GT) | External board (past 5 years) | No SHW-related party transactions reported in 2024 |
| Parker-Hannifin (PH) | External board (past 5 years) | No SHW-related party transactions reported in 2024 |
- Related-party control: SHW policy requires Nominating Committee review and approval of related-person transactions >$120,000; none occurred in 2024 .
Expertise & Qualifications
- 30+ years in global industrials leading complex, cyclical operations; deep knowledge of manufacturing, distribution, logistics, and innovation .
- Former CEO/Chairman of Parker-Hannifin; executive leadership at GE; brings broad international operations experience .
- Adds industrial and operations perspective to SHW’s global strategy and business matters .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares of common stock | 432,653 | Beneficial ownership as of Feb 19, 2025 |
| Shares acquirable within 60 days | 1,085 | Through RSU vesting or deferred stock units |
| Unvested RSUs (12/31/2024) | 1,062 | SHW non-management director RSU counts |
| Ownership as % of outstanding | <1% | Star designation in proxy table |
| Pledging/Hedging | Prohibited | Company policy prohibits hedging and pledging |
| Stock ownership guidelines | 7x annual board cash retainer | Applies to non-management directors |
| Guideline compliance status | Met/On track | All directors met or are expected to meet within required timeframe |
Governance Assessment
-
Board effectiveness: Williams strengthens operational oversight on the CMDC with deep industrial experience; CMDC maintained independence and used an independent consultant with no other Company engagements, supporting sound pay governance .
-
Independence and conflicts: The Board affirmatively determined Williams to be independent; no related-person transactions in 2024; overboarding policy in place, and his current/past external boards are within limits—reducing conflict risk .
-
Attendance and engagement: Board met six times; each director attended at least 75% of Board/committee meetings, with independent executive sessions after every regular Board meeting led by the Lead Independent Director—indicative of robust oversight .
-
Alignment and incentives: Annual RSU grants and deferral of $135,001 cash fees into stock units show alignment; strong 7x retainer ownership guideline and prohibition on hedging/pledging reinforce investor-friendly governance .
-
RED FLAGS: None disclosed specific to Williams—no related-party exposure, no pledging/hedging, independence affirmed; director equity is time-based (no performance metrics), common for director compensation but offers limited performance linkage compared to PRSUs used for executives .