Thomas Williams

About 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 .