Sherwin-Williams Company DEF 14A 2014
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant ¨
Check the appropriate box:
The Sherwin-Williams Company
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 16, 2014
The Annual Meeting of Shareholders of THE SHERWIN-WILLIAMS COMPANY will be held in the Landmark Conference Center, 927 Midland Building, 101 West Prospect Avenue, Cleveland, Ohio on Wednesday, April 16, 2014 at 9:00 a.m., Eastern Daylight Time, for the following purposes:
Shareholders of record at the close of business on February 25, 2014, the record date for the Annual Meeting, are the only shareholders entitled to notice of and to vote at the Annual Meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please promptly vote on the Internet, by telephone or by completing and returning the enclosed proxy card. Voting early will help avoid additional solicitation costs and will not prevent you from voting in person at the Annual Meeting if you wish to do so.
CATHERINE M. KILBANE
101 West Prospect Avenue
Cleveland, Ohio 44115-1075
March 6, 2014
ADMISSION TO THE 2014 ANNUAL MEETING.
You are entitled to attend the Annual Meeting only if you were a Sherwin-Williams shareholder at the close of business on February 25, 2014. We may ask you to present evidence of share ownership and valid photo identification to enter the Annual Meeting. Please refer to the section entitled How can I attend the Annual Meeting? for further information.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 16, 2014.
Sherwin-Williams Proxy Statement and 2013 Annual Report to Shareholders are available at http://proxymaterials.sherwin.com.
TABLE OF CONTENTS
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read the entire Proxy Statement and our 2013 Annual Report to Shareholders carefully before voting.
2014 Annual Meeting of Shareholders
Proposals and Board Voting Recommendations
2013 Financial and Operating Highlights
2013 was another record year for Sherwin-Williams. We finished 2013 with net sales of $10.19 billion, an increase of 6.8% over 2012, surpassing $10 billion for the first time in our 147-year history. Net income increased 19.3% to $752.56 million, and diluted net income per share increased 20.6% to $7.26 each a record high. Net operating cash increased 22.1% to a record $1.08 billion, eclipsing the $1 billion mark also for the first time in our history.
During 2013, we increased our annual dividend to $2.00 per share extending our string of dividend increases to 35 consecutive years. We also continued our history of returning significant value to our shareholders returning $974.2 million through dividends and repurchases of our stock.
Corporate Governance Highlights
Information about Our Board and Committees
Each of our incumbent directors attended at least 75% of the 2013 meetings of the Board of Directors and each committee on which he or she served.
Executive Compensation Program
We manage our business with the long-term fundamental objective of creating and maximizing value for our shareholders. Our pay for performance philosophy supports this objective.
Our compensation programs have been integral to our success in delivering sustained financial and operating results as they assist us in attracting, retaining, and motivating talented and high-performing people throughout our organization to drive those results. We believe it is important that our executive compensation program is competitive, maintains a performance and achievement-oriented culture, aligns the interests of our executives with those of our shareholders, and does not encourage excessive or unnecessary risk-taking.
We compensate our executives by using a balanced approach, which combines fixed and performance-based compensation, annual and long-term compensation, and cash and equity compensation. A significant portion of our executive compensation program is tied to the value of our stock, which is critical to ensure we are delivering value to shareholders and that our executives only realize the full value of their compensation if our shareholders also realize value. For 2013, 76% of the principal compensation components for our named executives (87% for our CEO) in the aggregate were variable and tied to company performance or our stock price.
In 2013, in order to provide more focus on operating performance, we adjusted the target mix of our annual grant of long-term equity incentives as follows:
We are committed to responsible executive compensation practices.
We value the input of our shareholders with regard to our executive compensation program.
At last years Annual Meeting, our shareholders approved the compensation of our named executives with a substantial majority of shareholders (94.5% of votes cast) voting in favor.
The Compensation Committee highly values the input of our shareholders and will continue to consider the views of our shareholders in connection with our executive compensation program and make improvements based upon evolving best practices, market compensation information and changing regulatory requirements.
THE SHERWIN-WILLIAMS COMPANY
101 West Prospect Avenue
Cleveland, Ohio 44115-1075
March 6, 2014
We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors (Board) of proxies to be voted at the Annual Meeting of Shareholders to be held on April 16, 2014. We began mailing these proxy materials to our shareholders on March 6, 2014. The use of the terms we, us and our throughout this Proxy Statement refers to Sherwin-Williams and/or its management.
We are enclosing our Annual Report to Shareholders for the year ended December 31, 2013 with these proxy materials. We may submit additional financial and other reports at the Annual Meeting, but we do not intend to take any action relating to those reports.
What is the purpose of the Annual Meeting?
At the Annual Meeting, shareholders will act upon the proposals outlined in the Notice of Annual Meeting of Shareholders. The agenda includes the following proposals:
In addition, our management will report on Sherwin-Williams financial and operating performance and respond to questions from shareholders. We are not aware of any other matters that will be brought before the Annual Meeting for action.
Who is entitled to vote at the Annual Meeting?
You are entitled to vote at the Annual Meeting only if you were a record holder of our common stock or our ESOP serial preferred stock at the close of business on February 25, 2014. At the close of business on the record date, 100,114,585 shares of common stock and 27,116 shares of ESOP serial preferred stock were outstanding. Each share owned on the record date is entitled to one vote.
What is the difference between a shareholder of record and a beneficial owner of shares held in street name?
Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, you are considered the shareholder of record with respect to those shares.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a broker, bank or other similar organization, you are the beneficial owner of shares held in street name. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.
How do I vote?
Most shareholders have a choice of voting by mail, on the Internet, by telephone or in person at the Annual Meeting. We encourage you to vote by mail, on the Internet or by telephone prior to the Annual Meeting.
Voting by Mail. If you are a shareholder of record, you may vote by signing, dating and returning your proxy card in the enclosed prepaid envelope. The proxy holders will vote your shares in accordance with your directions. If you sign and return your proxy card, but do not properly direct how your shares should be voted on a proposal, the proxy holders will vote your shares for Proposals 1, 2 and 3. If you sign and return your proxy card, the proxy holders will vote your shares according to their discretion on any other proposals and other matters that may be brought before the Annual Meeting.
If you hold shares in street name, you should complete, sign and date the voting instruction card provided to you by your broker or nominee.
Voting on the Internet or by Telephone. If you are a shareholder of record, detailed instructions for Internet and telephone voting are attached to your proxy card. Your Internet or telephone vote authorizes the proxy holders to vote your shares in the same manner as if you signed and returned your proxy card by mail. If you are a shareholder of record and you vote on the Internet or by telephone, your vote must be received by 11:00 p.m. E.D.T. on April 15, 2014; you should not return your proxy card.
If you hold shares in street name, you may be able to vote on the Internet or by telephone as permitted by your broker or nominee.
Voting in Person. All shareholders may vote in person at the Annual Meeting. Shareholders of record may also be represented by another person present at the Annual Meeting by signing a proxy designating such person to act on your behalf. If you hold shares in street name, you may vote in person at the Annual Meeting only if you have obtained a signed proxy from your broker or nominee giving you the right to vote your shares.
What happens if I hold shares in street name and I do not give voting instructions?
If you hold shares in street name and do not provide your broker with specific voting instructions, under the rules of the New York Stock Exchange (NYSE), your broker may generally vote on routine matters but cannot vote on non-routine matters. Proposals 1 and 2 are considered non-routine matters. Therefore, if you do not instruct your broker how to vote on Proposals 1 and 2, your broker does not have the authority to vote on those proposals. This is generally referred to as a broker non-vote. Proposal 3 is considered a routine matter and, therefore, your broker may vote your shares on this proposal according to your brokers discretion.
Who tabulates the votes?
Representatives of Wells Fargo Shareowner Services will tabulate the votes and act as inspectors of election at the Annual Meeting.
How do I vote if I am a participant in the Dividend Reinvestment Plan or the Employee Stock Purchase and Savings Plan?
If you are a participant in one of these plans, your proxy card also serves as voting instructions for the number of shares for which you are entitled to direct the vote under each plan. You may vote your shares in the same manner outlined above. If you are a participant in our Employee Stock Purchase and Savings Plan, your voting instructions must be received by the close of business on April 11, 2014 in order to allow the trustee sufficient time for voting.
If you are a participant in our Employee Stock Purchase and Savings Plan and you do not timely provide your voting instructions, the trustee will vote your shares in the same proportion as the trustee votes those shares for which it receives proper instructions.
What constitutes a quorum for the Annual Meeting?
A quorum of shareholders is necessary for us to hold a valid Annual Meeting. For a quorum, there must be present, in person or by proxy, or by use of communications equipment, shareholders of record entitled to exercise not less than fifty percent of the voting power of Sherwin-Williams. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.
What vote is required to approve each proposal?
Election of Directors (Proposal 1). Proposal 1 to fix the number of directors at 9 requires the affirmative vote of the holders of a majority of the shares present, in person or by proxy, and entitled to vote on this proposal. As provided in our Amended Articles of Incorporation, to be elected as a director, a nominee must receive a majority of the votes cast. A majority of the votes cast means that the number of shares voted for a nominees election exceeds the number of shares voted against the nominees election. Abstentions and broker non-votes with respect to the election of one or more directors will not be counted as a vote cast and, therefore, will have no effect on the vote.
Any incumbent nominee who receives a greater number of against votes than for votes shall continue to serve on the Board pursuant to Ohio law, but is required to promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee of the Board. We have provided more information about majority voting for directors under the heading Corporate Governance Majority Voting for Directors.
Advisory Approval of Compensation of Named Executives (Proposal 2). The approval, on an advisory basis, of the compensation of our named executives requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes with respect to this proposal will not be counted as a vote cast and, therefore, will have no effect on the vote.
Ratification of Independent Registered Public Accounting Firm (Proposal 3). The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast. Abstentions with respect to this proposal will not be counted as a vote cast and, therefore, will have no effect on the vote. Broker non-votes are not expected to exist with respect to this proposal.
Other Items. All other proposals and other business as may properly come before the Annual Meeting require the affirmative vote of a majority of the votes cast, except as otherwise required by statute or our Amended Articles of Incorporation or Regulations.
Can I revoke or change my vote after I submit my proxy?
Yes. You can revoke or change your vote before the proxy holders vote your shares by timely:
How can I attend the Annual Meeting?
You are entitled to attend the Annual Meeting only if you were a shareholder at the close of business on February 25, 2014. We may ask you to present evidence of share ownership and valid photo identification to enter the Annual Meeting.
Where will I be able to find voting results of the Annual Meeting?
We intend to announce preliminary voting results at the Annual Meeting and publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting.
Who pays the costs of this proxy solicitation?
The enclosed proxy is solicited by the Board, and Sherwin-Williams will pay the entire cost of solicitation. We have retained Georgeson Inc. to aid in the solicitation of proxies for which it will receive a fee estimated at $15,500 plus reasonable expenses.
In addition, we may reimburse banks, brokers and other nominees for costs reasonably incurred by them in forwarding proxy materials to beneficial owners of our common stock. Our officers and other employees may also solicit the return of proxies. Proxies will be solicited by personal contact, mail, telephone and electronic means.
Are the Proxy Statement and the 2013 Annual Report to Shareholders available on the Internet?
Yes. This Proxy Statement and our 2013 Annual Report to Shareholders are available at http://proxymaterials.sherwin.com.
You may help us save money in the future by accessing your proxy materials online, instead of receiving paper copies in the mail. If you would like to access proxy materials on the Internet beginning next year, please follow the instructions located under Access Proxy Materials Online in the Corporate Governance section on the Investor Relations page of our website at www.sherwin.com.
The Board and management have recognized for many years the need for sound corporate governance practices in fulfilling their respective duties and responsibilities to shareholders. We describe below our key corporate governance policies that enable us to manage our business in accordance with high ethical standards and in the best interests of our shareholders.
Corporate Governance Guidelines.
The Board has adopted Corporate Governance Guidelines, which provide the framework for the governance of our company. The Board reviews our Corporate Governance Guidelines at least annually. From time to time, the Board may revise our Corporate Governance Guidelines to reflect new regulatory requirements and evolving corporate governance practices.
Leadership Structure and Lead Director.
Combined Chairman and Chief Executive Officer. Our Corporate Governance Guidelines provide that the same person should hold the positions of Chairman and Chief Executive Officer, except in unusual circumstances such as during a period of transition in the office of the chief executive officer. Currently, the Board believes this structure provides the most optimal leadership model by enhancing our Chairman and Chief Executive Officers ability to provide clear insight and direction of business strategies and plans to both the Board and management, which facilitates the efficient and effective functioning of the Board and our company. The Board believes we can most effectively
execute our business strategies and plans if our Chairman is also a member of our management team. A single person, acting in the capacities of Chairman and Chief Executive Officer, provides unified leadership and focus.
Lead Director. We balance the combined roles of Chairman and Chief Executive Officer by the appointment of a Lead Director. Richard K. Smucker, who has served on the Board since 1991, is currently the Lead Director. The independent directors of the Board annually elect the Lead Director. The Board believes that a Lead Director improves the Boards overall performance by improving the efficiency of the Boards oversight and governance responsibilities and by enhancing the relationship between the Chief Executive Officer and the independent directors.
The Lead Director has a significant role, with comprehensive governance responsibilities that are clearly set forth in our Corporate Governance Guidelines. These responsibilities are as follows:
Other Leadership Components. Another key component of our leadership structure is our strong governance practices to ensure that the Board effectively carries out its responsibility for the oversight of management. All directors, with the exception of our Chairman, are independent, and all committees are made up entirely of independent directors. Non-management directors meet in executive session following every regularly scheduled Board meeting. The Lead Director may schedule additional executive sessions as appropriate. The Board has full access to our management team at all times. In addition, the Board or any committee may retain independent legal, financial, compensation and other consultants and advisors to advise and assist the Board or committee in discharging its responsibilities.
Code of Conduct.
Our Code of Conduct applies to all directors, officers and employees of Sherwin-Williams and our subsidiaries, wherever located. Our Code contains the general guidelines and principles for conducting Sherwin-Williams business consistent with the highest standards of business ethics. Our Code embodies our seven guiding values, which form the foundation of our company: Integrity, People, Service, Quality, Performance, Innovation and Growth. We encourage our employees to report all violations of company policies and the law, including incidents of harassment or discrimination. We will take appropriate steps to investigate all such reports and will take appropriate action. Under no circumstances will employees be subject to any disciplinary or retaliatory action for reporting, in good faith, a possible violation of our Code or applicable law or for cooperating in any investigation of a possible violation.
Under our Code of Ethics for Senior Financial Management, our Chief Executive Officer, Chief Financial Officer and senior financial management are responsible for creating and maintaining a culture of high ethical standards and of commitment to compliance throughout our company to ensure the fair and timely reporting of Sherwin-Williams financial results and condition. Senior financial management includes the controller, the treasurer, the principal financial/accounting personnel in our operating groups and divisions, and all other financial/accounting personnel within our corporate departments and operating groups and divisions with staff supervision responsibilities.
Management is responsible for assessing and managing our exposure to various risks while the Board has responsibility for the oversight of risk management. Management has an enterprise risk management process to identify, assess and manage the most significant risks facing us, including financial, strategic, operational, litigation, compliance and reputational risks.
The Audit Committee has oversight responsibility to review managements risk management process, including the policies and guidelines used by management to identify, assess and manage our exposure to risk. The Audit Committee also has oversight responsibility for financial risks. The Board has oversight responsibility for all other risks. Management reviews financial risks with the Audit Committee at least quarterly and reviews its risk management process with the Audit Committee on an ongoing basis. Management reviews various significant risks with the Board throughout the year, as necessary and/or appropriate, and conducts a formal review of its assessment and management of the most significant risks with the Board on an annual basis.
Managements role to identify, assess and manage risk, and the Boards role in risk oversight, have been well defined for many years. The Boards role in risk oversight has had no significant effect on the Boards leadership structure. However, we believe that the Boards leadership structure, with Mr. Connor serving as Chairman and Chief Executive Officer, enhances the Boards effectiveness in risk oversight due to Mr. Connors extensive knowledge of our operations and the paint and coatings industry.
How You May Communicate with Directors.
The Board has adopted a process by which shareholders and all other interested parties may communicate with the non-management directors, the Lead Director or the chairperson of any of the committees of the Board. You may send communications by regular mail to the attention of the Lead Director; Chair, Audit Committee; Chair, Compensation and Management Development Committee; Chair, Nominating and Corporate Governance Committee; or to the non-management directors as a group to the Non-Management Directors, each c/o Corporate Secretary, The Sherwin-Williams Company, 101 West Prospect Avenue, 12th Floor, Midland Building, Cleveland, Ohio 44115.
Sherwin-Williams management will review all communications received to determine whether the communication requires immediate action. Management will pass on all communications received, or a summary of such communications, to the appropriate director or directors.
Complaint Procedures for Accounting, Auditing and Financial Related Matters.
The Audit Committee has established procedures for receiving, retaining and treating complaints from any source regarding accounting, internal accounting controls and auditing matters. The Audit Committee has also established procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Interested parties may communicate such complaints by following the procedures described under the heading How You May Communicate with Directors, above. Employees may report such complaints by following the procedures outlined in our Code of Conduct. We do not permit any disciplinary or retaliatory action against any person who, in good faith, submits a complaint or concern under these procedures.
Independence of Directors.
Under our Director Independence Standards (a copy of which is attached as Appendix A), 7 of our 8 directors and 8 of our 9 director nominees are independent. In addition, all members of the Audit Committee, the Compensation and Management Development Committee, and the Nominating and Corporate Governance Committee are independent.
Majority Voting for Directors.
At last years Annual Meeting, our shareholders adopted an amendment to our Amended Articles of Incorporation to implement a majority voting standard for uncontested elections of directors. Soon thereafter, the Board amended our Corporate Governance Guidelines to conform our director resignation policy to the majority voting standard.
Any incumbent nominee for director in an uncontested election who receives a greater number of against votes than for votes shall continue to serve on the Board pursuant to Ohio law, but is required to promptly tender his or her resignation to the Board under our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the majority against vote.
In making this recommendation, the Nominating Committee will consider all factors deemed relevant by its members. These factors may include the underlying reasons why shareholders voted against the director (if ascertainable), the length of service and qualifications of the director whose resignation has been tendered, the directors contributions to Sherwin-Williams, whether by accepting the resignation Sherwin-Williams will no longer be in compliance with any applicable law, rule, regulation or governing document, and whether or not accepting the resignation is in the best interest of Sherwin-Williams and our shareholders. In considering the Nominating Committees recommendation, the Board will consider the factors considered by the Nominating Committee and such additional information and factors that the Board believes to be relevant. We will promptly and publicly disclose the Boards decision and process in a report filed with or furnished to the SEC.
Executive Sessions of Non-Management Directors.
The non-management members of the Board meet in executive session following every regularly scheduled Board meeting. Additional executive sessions may be scheduled by the Lead Director or the non-management directors. The Lead Director will chair these sessions.
Annual Board Self-Assessments.
The Board has instituted annual self-assessments of the Board, as well as the Audit Committee, the Compensation and Management Development Committee, and the Nominating and Corporate Governance Committee, to assist in determining whether the Board and its committees are functioning effectively. In early 2014, the Board and each of its committees completed self-evaluations and reviewed and discussed the results. The Nominating Committee oversees this process.
Board Committee Charters.
Our Audit Committee, Compensation and Management Development Committee, and Nominating and Corporate Governance Committee have adopted written charters. Each committee reviews and evaluates the adequacy of its charter at least annually.
Stock Ownership Guidelines.
The Board believes that its directors, executive officers and operating presidents should have meaningful share ownership in Sherwin-Williams. Accordingly, the Board has established minimum
share ownership requirements. More information is set forth under the heading Stock Ownership Guidelines in the Compensation Discussion and Analysis.
Clawback and Recapture Policy.
The Board has adopted a policy regarding the adjustment and recapture of compensation paid or payable to executives and key employees. Under this clawback policy, employees who participate in our 2007 Executive Performance Bonus Plan are required to reimburse Sherwin-Williams for any award paid under this plan in the event:
The reimbursement will be equal to the difference in the amount of the award prior to the restatement and the amount of the award determined using the restated financial results.
In addition, under our 2006 Equity and Performance Incentive Plan, (a) all outstanding stock awards will be cancelled and (b) the employee will be required to reimburse Sherwin-Williams for any economic gains received by the employee pursuant to a stock award during the one-year period preceding the Boards determination that the employee engaged in the conduct described above.
The Dodd-Frank Act requires companies to adopt a policy that, in the event the company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement, the company will recover incentive compensation received prior to the accounting restatement resulting from erroneous financial data. We will review our existing policy and make any necessary amendments once the final rules are adopted.
Availability of Corporate Governance Materials.
You may access all committee charters, our Corporate Governance Guidelines, our Director Independence Standards, our Code of Conduct and other corporate governance materials in the Corporate Governance section on the Investor Relations page of our website at www.sherwin.com.
PROPOSAL 1 ELECTION OF DIRECTORS
At the Annual Meeting, the number of directors is to be fixed at 9, and 9 directors are to be elected to hold office until the next Annual Meeting and until their successors are elected. Each nominee was elected by our shareholders at the 2013 Annual Meeting, except for Ms. Poon, who was nominated to be elected a director by unanimous action of the Board on February 19, 2014.
Our Board currently has 8 members. All are standing for re-election as nominees. All of the nominees are independent, except for Mr. Connor. Mr. Connor is not considered to be independent because of his position as our Chairman and Chief Executive Officer. There are no family relationships among any of the directors and executive officers.
Each nominee has agreed to serve if elected. If any nominee declines or is unable to accept such nomination or is unable to serve, an event which we do not expect, the Board reserves the right in its discretion to substitute another person as a nominee or to reduce the number of nominees. In this event, the proxy holders may vote in their discretion for any substitute nominee proposed by the Board unless you indicate otherwise.
We have presented biographical information regarding each nominee below. The biographical information of each nominee is supplemented with the particular experiences, qualifications, attributes and skills that led the Board to conclude that the nominee should serve on the Board. Please also refer to the additional information set forth under the heading Experiences, Qualifications, Attributes and Skills of Directors and Nominees.
ARTHUR F. ANTON
President and Chief Executive Officer,
Director of Sherwin-Williams since 2006
Business Experience. Arthur F. Anton has served as President and Chief Executive Officer of Swagelok Company (manufacturer and provider of fluid system products and services) since January 2004. Mr. Anton served as President and Chief Operating Officer of Swagelok from January 2001 to January 2004, Executive Vice President of Swagelok from July 2000 to January 2001, and Chief Financial Officer of Swagelok from August 1998 to July 2000. Mr. Anton is also a Director of Forest City Enterprises, Inc., Olympic Steel, Inc. and University Hospitals Health System.
Key Qualifications, Attributes and Skills. Mr. Anton brings significant domestic and international manufacturing and distribution experience to the Board. In addition, as a former partner of Ernst & Young LLP and the former Chief Financial Officer of Swagelok, Mr. Anton also has financial expertise and extensive financial experience in a manufacturing setting that provide him with a unique perspective on Sherwin-Williams business and operations.
CHRISTOPHER M. CONNOR
Chairman and Chief Executive Officer,
Director of Sherwin-Williams since 1999
Business Experience. Christopher M. Connor has served as Chairman of Sherwin-Williams since April 2000 and Chief Executive Officer of Sherwin-Williams since October 1999. Mr. Connor has been with Sherwin-Williams since 1983 in roles of increasing responsibility. Mr. Connor is also a Director of Eaton Corporation and is Deputy Chairman of the Federal Reserve Bank of Cleveland.
Key Qualifications, Attributes and Skills. Mr. Connor, who has spent 31 years with Sherwin-Williams and who currently serves as Chairman and Chief Executive Officer, has extensive, in-depth knowledge
of our companys business, operations, opportunities and strategies. His wide-ranging roles throughout his career at Sherwin-Williams also provide him with significant leadership, corporate strategy, manufacturing, retail, marketing and international experience in the paint and coatings industry.
DAVID F. HODNIK
Retired, Former President and
Chief Executive Officer,
Ace Hardware Corporation
Director of Sherwin-Williams since 2005
Business Experience. David F. Hodnik, prior to his retirement in April 2005, served as Chief Executive Officer of Ace Hardware Corporation (cooperative of independent hardware retail stores) since January 1997. Mr. Hodnik also served as President of Ace Hardware from January 1996 through December 2004. Mr. Hodnik joined Ace Hardware in October 1972 and held various financial, accounting and operating positions at Ace Hardware.
Key Qualifications, Attributes and Skills. Mr. Hodnik has valuable management and leadership skills supporting a large retail operation. Mr. Hodnik brings to the Board more than 30 years of relevant experience at Ace Hardware in various financial, accounting and operating positions, including as Ace Hardwares principal accounting officer, allowing him to add important financial expertise and business insights to the Board.
THOMAS G. KADIEN
Senior Vice President,
Consumer Packaging and IP Asia,
International Paper Company
Director of Sherwin-Williams since 2009
Business Experience. Thomas G. Kadien has served as Senior Vice President, Consumer Packaging and IP Asia of International Paper Company (global paper and packaging company) since January 2010 and has served as Senior Vice President of International Paper since May 2004. Mr. Kadien joined International Paper in 1978 and has held various sales, marketing and management positions with International Paper, including President of xpedx from October 2005 to January 2010, President IP Europe from April 2003 to October 2005, Vice President Commercial Printing and Imaging Papers from August 2000 to April 2003, and Vice President Fine Papers from June 2000 to August 2000. Mr. Kadien is also a Director of International Paper APPM Limited and a Member of the Board of Visitors of the University of Memphis.
Key Qualifications, Attributes and Skills. Mr. Kadien brings substantial sales, marketing, management and international operations experience from a large multinational company to the Board. His broad range of positions at International Paper during a career exceeding 30 years has allowed him to gain significant and diverse operating experiences in domestic and international markets, which provides the Board with a meaningful global business perspective.
RICHARD J. KRAMER
Chairman of the Board, Chief Executive
Officer and President,
The Goodyear Tire & Rubber Company
Director of Sherwin-Williams since 2012
Business Experience. Richard J. Kramer has served as Chief Executive Officer and President of The Goodyear Tire & Rubber Company (global manufacturer, marketer and distributor of tires) since
April 2010 and Chairman of the Board of Goodyear since October 2010. Mr. Kramer joined Goodyear in March 2000 and has held various positions at Goodyear, including Chief Operating Officer from June 2009 to April 2010, President, North American Tire from March 2007 to February 2010, Executive Vice President and Chief Financial Officer from June 2004 to August 2007, Senior Vice President, Strategic Planning and Restructuring from August 2003 to June 2004, Vice President, Finance North American Tire from August 2002 to August 2003, and Vice President Corporate Finance from March 2000 to August 2002. Prior to joining Goodyear, Mr. Kramer was with PricewaterhouseCoopers LLP for 13 years, including two years as a partner. Mr. Kramer is also a Director of Goodyear and John Carroll University.
Key Qualifications, Attributes and Skills. Mr. Kramer has significant experience leading and managing a large multinational industrial company. As the former Chief Financial Officer of Goodyear, he brings extensive financial and risk management experience to our Board. Mr. Kramers diverse range of positions at Goodyear for over a decade provides him with significant knowledge of global markets, manufacturing, distribution, retail, finance and technology, which enables him to advise our Board on a variety of strategic and business matters.
SUSAN J. KROPF
Retired, Former President and
Chief Operating Officer,
Avon Products, Inc.
Director of Sherwin-Williams since 2003
Business Experience. Susan J. Kropf, prior to her retirement in January 2007, served as President and Chief Operating Officer of Avon Products, Inc. (global manufacturer and marketer of beauty and related products) since January 2001. Mrs. Kropf served as Executive Vice President and Chief Operating Officer, North America and Global Business Operations, of Avon from December 1999 to January 2001 and Executive Vice President and President, North America, of Avon from March 1997 to December 1999. Mrs. Kropf is also a Director of Coach, Inc., MeadWestvaco Corporation, The Kroger Co. and the Wallace Foundation.
Key Qualifications, Attributes and Skills. Mrs. Kropf has a significant amount of manufacturing and operating experience at a large consumer products company. Mrs. Kropf joined Avon in 1970, holding various positions in manufacturing, marketing and product development, and brings a meaningful global business perspective to the Board. Mrs. Kropf has extensive board experience through her service on the boards of four public companies, including Sherwin-Williams. Mrs. Kropf also has a strong understanding of executive compensation and related areas.
CHRISTINE A. POON
Dean and John W. Berry, Sr. Chair in Business
The Max M. Fisher College of Business
The Ohio State University
Business Experience. Christine A. Poon has served as Dean and John W. Berry, Sr. Chair in Business at The Max M. Fisher College of Business at The Ohio State University since April 2009. Prior to joining Ohio State, Ms. Poon spent eight years at Johnson & Johnson until her retirement in March 2009, most recently as Vice Chairman of the Board of Directors beginning January 2005 and Worldwide Chairman, Pharmaceuticals Group beginning August 2001. Prior to joining Johnson & Johnson, Ms. Poon held various senior leadership positions at Bristol-Myers Squibb Company over a period of 15 years, most recently as President, International Medicines Group, and President, Medical Devices Group. Ms. Poon is also a Director of Prudential Financial, Inc. and Regeneron Pharmaceuticals, Inc. Ms. Poon also
serves on the Supervisory Board of Koninklijke Philips Electronics N.V. Ms. Poon is a former Director of Johnson & Johnson.
Key Qualifications, Attributes and Skills. Ms. Poon has extensive strategic and operational leadership skills due to her over 20 years of experience at Johnson & Johnson and Bristol-Myers Squibb. Ms. Poon brings significant sales and marketing expertise in domestic and international markets, which will provide the Board with a valuable perspective on Sherwin-Williams worldwide commercial operations.
RICHARD K. SMUCKER
Chief Executive Officer,
The J.M. Smucker Company
Director of Sherwin-Williams since 1991
Lead Director since 2011
Business Experience. Richard K. Smucker has served as Chief Executive Officer of The J.M. Smucker Company (makers of food products) since August 2011. Mr. Smucker served as Co-Chief Executive Officer of J.M. Smucker from February 2001 to August 2011, Executive Chairman of J.M. Smucker from June 2008 to August 2011, President of J.M. Smucker from January 1987 to June 2008 and Chief Financial Officer of J.M. Smucker from June 2003 to January 2005. Mr. Smucker is also a Director of J.M. Smucker, Chairman of the Federal Reserve Bank of Cleveland and a Trustee of the Musical Arts Association (The Cleveland Orchestra).
Key Qualifications, Attributes and Skills. Mr. Smucker brings significant leadership, governance, management and financial experience at a leading marketer and manufacturer of consumer products that enables him to advise the Board on a variety of strategic and business matters, including the acquisition and integration of businesses. As a former Chief Financial Officer of J.M. Smucker, Mr. Smucker brings considerable financial and risk management expertise to the Board.
JOHN M. STROPKI
Retired, Former Chairman,
President and Chief Executive Officer,
Lincoln Electric Holdings, Inc.
Director of Sherwin-Williams since 2009
Business Experience. John M. Stropki, prior to his retirement in December 2013, served as Executive Chairman of Lincoln Electric Holdings, Inc. (manufacturer and reseller of welding and cutting products) since December 2012. Mr. Stropki served as President and Chief Executive Officer of Lincoln Electric Holdings from June 2004 to December 2012 and Chairman of Lincoln Electric Holdings from October 2004 to December 2012. Mr. Stropki also served as Executive Vice President and Chief Operating Officer of Lincoln Electric Holdings from May 2003 to June 2004 and Executive Vice President of Lincoln Electric Holdings and President, North America of The Lincoln Electric Company from May 1996 to May 2003. Mr. Stropki is also a Director of Hyster-Yale Materials Handling, Inc. and Rexnord Corporation. Mr. Stropki is a former Director of Lincoln Electric Holdings.
Key Qualifications, Attributes and Skills. Mr. Stropki has vast management, technical, manufacturing and leadership skills at an industrial company with a long history of financial improvement. His 41 years of experience at Lincoln Electric Holdings provided him with extensive knowledge of employee development and engagement, as well as important perspectives in operating a business in global markets that are relevant to Sherwin-Williams business.
Independence of Directors.
The Board has adopted categorical Director Independence Standards to assist the Board in determining the independence of each director. To be considered independent, the Board must affirmatively determine that the director has no material relationship with Sherwin-Williams. In each case, the Board broadly considers all relevant facts and circumstances, including the directors commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and such other criteria as the Board may determine from time to time. Our Director Independence Standards also include additional independence requirements for members of the Audit Committee and the Compensation and Management Development Committee. A complete copy of our Director Independence Standards is attached as Appendix A.
During the Boards annual review of director independence, the Board considers transactions, relationships and arrangements between each director or an immediate family member of the director and Sherwin-Williams. The Board also considers transactions, relationships and arrangements between each director or an immediate family member of the director and our senior management. Under our Director Independence Standards, the following relationships are not considered to be material relationships that would impair a directors independence:
Early this year, the Board performed its independence review for 2014. As a result of this review, the Board determined that 7 of our 8 directors and 8 of our 9 director nominees are independent. In addition, all members of the Audit Committee, the Compensation and Management Development Committee, and the Nominating and Corporate Governance Committee are independent. The Board determined that Mrs. Kropf, Ms. Poon and Messrs. Anton, Hodnik, Kadien, Kramer, Smucker and Stropki meet these standards and are independent and, in addition, satisfy the independence requirements of the NYSE. Mr. Connor is not considered to be independent because of his position as our Chairman and Chief Executive Officer.
Experiences, Qualifications, Attributes and Skills of Directors and Nominees.
In considering each director nominee and the composition of the Board as a whole, the Nominating and Corporate Governance Committee utilizes a diverse group of experiences, qualifications, attributes and skills, including diversity in gender, ethnicity and race, that the Nominating Committee believes enables a director nominee to make significant contributions to the Board, Sherwin-Williams and our shareholders. These experiences, qualifications, attributes and skills, which are more fully described in the following table, are set forth in a director matrix. The Nominating Committee regularly reviews the director matrix as part of its annual Board composition review, which includes a review of potential director candidates. The Nominating Committee may also consider such other experiences, qualifications, attributes and skills, as it deems appropriate, given the then-current needs of the Board and Sherwin-Williams.
2013 DIRECTOR COMPENSATION TABLE
The following table sets forth information regarding the compensation of our non-management directors for 2013.
DIRECTOR COMPENSATION PROGRAM
The Compensation and Management Development Committee is responsible for reviewing and approving the compensation for our non-management directors. All of our non-management directors are paid under the same compensation program. Officers of Sherwin-Williams who also serve as directors do not receive any additional compensation for services as a director.
The cash and equity compensation program for our non-management directors consists of the following:
We reimburse all directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board and its committees. Stock options are not a part of our director compensation program. In addition, we do not provide retirement benefits to our non-management directors.
Director Stock Ownership Requirement.
The Board has established a minimum share ownership requirement to ensure that the interests of our directors are aligned with the interests of our shareholders. Each director who has served on the Board for at least five years is required to own shares of common stock equal in value to at least seven times the annual Board cash retainer.
We also pay the premiums for liability insurance and business travel accident insurance for all directors, including $225,000 accidental death and dismemberment coverage and $225,000 permanent total disability coverage, while the directors are traveling on Sherwin-Williams business.
Directors may also receive the same discounts as our employees on the purchase of products at Sherwin-Williams stores and are eligible to participate in our matching gifts and grants for volunteers program on the same basis as employees. Amounts of matching gifts and grants under this program are included in the All Other Compensation column of the 2013 Director Compensation Table.
Directors may elect to defer all or a part of their retainer and meeting fees under our Director Deferred Fee Plan into a common stock account, a shadow stock account or an interest bearing cash account. The value of the shadow stock account reflects changes in the market price of our common stock and the payment of dividend equivalents at the same rate as dividends are paid on our common stock. Amounts deferred may be distributed either in annual installments over a period of up to 10 years or in a lump sum pursuant to a directors payment election. Amounts credited to a shadow stock account are distributed in cash.
BOARD MEETINGS AND COMMITTEES
The Board held seven meetings during 2013. Each incumbent director attended at least 75% of the meetings of the Board and committees on which he or she served. Each director is expected to attend, absent unusual circumstances, all meetings of shareholders. All directors except one attended the 2013 Annual Meeting.
The Board has established an Audit Committee, a Compensation and Management Development Committee, and a Nominating and Corporate Governance Committee. Each committee has adopted a written charter. You may find a complete copy of each charter in the Corporate Governance section on the Investor Relations page of our website at www.sherwin.com.
The following table sets forth the current membership and the chairs of the committees of the Board.
The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities on matters relating to:
The Audit Committee met five times during 2013. Each member of the Audit Committee is independent under SEC rules, NYSE listing standards and our Director Independence Standards. The Board has determined that Messrs. Anton, Hodnik, Kadien and Kramer are audit committee financial experts under SEC rules.
Compensation and Management Development Committee.
The purpose of the Compensation and Management Development Committee is to assist the Board in fulfilling its oversight responsibilities on matters relating to:
The Compensation Committee met four times during 2013. Each member of the Compensation Committee meets the recently enhanced independence requirements under SEC rules, NYSE listing standards and our Director Independence Standards.
Process for Determining Director and Executive Compensation. The Compensation Committee reports to the Board on all compensation matters regarding our directors, executives and other key employees. The Compensation Committee does not generally delegate any of its authority to other persons, although it has the power to delegate authority to subcommittees. The Compensation Committee relies upon several members of our management and their staff, as well as an outside compensation consultant, for assistance in performing its duties.
The Compensation Committee has engaged an outside compensation consultant that reports directly to the Compensation Committee. At the beginning of 2013, Pay Governance LLC served as the Compensation Committees compensation consultant. During the second quarter of 2013, the Compensation Committee ended its relationship with Pay Governance and retained Compensation Advisory Partners, LLC as its compensation consultant. Prior to engaging Compensation Advisory Partners, the Compensation Committee evaluated the independence of Compensation Advisory Partners taking into account all factors relevant to their independence from management under SEC rules and NYSE listing standards. Based upon that evaluation, the Compensation Committee determined Compensation Advisory Partners to be independent. In addition, the Compensation Committee conducted an assessment to evaluate whether the work performed by Compensation Advisory Partners raises a conflict of interest. Based upon that assessment, the Compensation Committee determined that no conflict of interest exists.
Role of the Compensation Consultant. The compensation consultant performs services for the Compensation Committee relating to director and executive compensation, including the following:
The Compensation Committee meets multiple times throughout the year with the compensation consultant in executive session without management present.
From time to time, the compensation consultant may provide services to Sherwin-Williams in addition to services related to director and executive compensation. During 2013, the compensation consultant did not provide any of these additional services to Sherwin-Williams.
Role of Management. Several members of our management participate in the Compensation Committees executive compensation process. The Compensation Committee relies upon our Senior VP HR and his staff for input related to director and executive compensation matters. With regard to executive compensation, management plays a more active role in the compensation process and makes recommendations with respect to:
Prior to providing recommendations to the Compensation Committee at its meetings, our Senior VP HR generally will meet with our CEO to review the recommendations, except for recommendations concerning our CEOs compensation. Our CEO and our Senior VP HR also may meet with the chair of the Compensation Committee and the compensation consultant prior to meetings to review the agenda for the meetings and the compensation recommendations. Our CEO and our Senior VP HR generally attend all Compensation Committee meetings. Our CEO does not have the ability to call meetings. Our Senior VP HR serves as secretary for the Compensation Committee at its meetings. Our CEO is excused from that part of the meeting during which the Compensation Committee discusses his annual performance evaluation and compensation.
Nominating and Corporate Governance Committee.
The purpose of the Nominating and Corporate Governance Committee is to assist the Board in fulfilling its oversight responsibilities on matters relating to:
The Nominating Committee met twice in 2013. Each member of the Nominating Committee is independent under NYSE listing standards and our Director Independence Standards.
Director Qualifications. The Nominating Committee seeks a diverse group of candidates who possess the appropriate experiences, qualifications, attributes and skills to make a significant contribution to the Board, Sherwin-Williams and our shareholders. The Nominating Committee seeks input from senior management and other members of the Board to identify and evaluate potential director candidates. Each candidate is evaluated in the context of the Board as a whole, with the objective that the Board can best perpetuate our companys success and represent shareholders interests through the exercise of sound business judgment using the directors diversity of experiences, qualifications, attributes and skills, including diversity in gender, ethnicity and race. Each candidate shall have the highest personal and professional character and integrity, and shall have demonstrated
exceptional ability and judgment in their respective endeavors. Candidates must possess sufficient time to effectively carry out their duties and responsibilities.
The Nominating Committee may employ professional search firms (for which it would pay a fee) to assist it in identifying potential members of the Board.
Diversity of Director Nominees. In considering the composition of the Board as a whole, the Nominating Committee utilizes a diverse group of experiences, qualifications, attributes and skills, including diversity in gender, ethnicity and race, as described under the heading Experiences, Qualifications, Attributes and Skills of Directors and Nominees. The Nominating Committee utilizes these factors when identifying, considering and recommending director nominees. On an ongoing basis, the Nominating Committee reviews the experiences, qualifications, attributes and skills of potential director candidates as part of its process of identifying individuals qualified to become Board members and recommending director nominees. The Nominating Committee also regularly reviews the experiences, qualifications, attributes and skills of current directors. The Nominating Committee utilizes these reviews, as well as its committee self-assessment questionnaires, to assess the Nominating Committees overall effectiveness in recommending a diverse group of director nominees as a whole.
Consideration of Candidates Recommended by Shareholders. The Nominating Committees policy with respect to the consideration of director candidates recommended by shareholders is that the Nominating Committee will consider such candidates on the same basis and in the same manner as it considers all director candidates. Recommendations are required to include the following information:
You may find a complete description of these requirements under Procedures for Shareholders to Recommend Director Candidates in the Corporate Governance section on the Investor Relations page of our website at www.sherwin.com. Shareholders may submit recommendations, along with proof of shareholder status, in writing to Chair, Nominating and Corporate Governance Committee,
c/o Corporate Secretary, The Sherwin-Williams Company, 101 West Prospect Avenue, 12th Floor, Midland Building, Cleveland, Ohio 44115.
AUDIT COMMITTEE REPORT
Management has the primary responsibility for the integrity of Sherwin-Williams financial information and the financial reporting process, including the system of internal control over financial reporting. Ernst & Young LLP, Sherwin-Williams independent registered public accounting firm, is responsible for conducting independent audits of Sherwin-Williams financial statements and the effectiveness of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and expressing an opinion on the financial statements and the effectiveness of internal controls over financial reporting based upon those audits. The Audit Committee is responsible for overseeing the conduct of these activities by management and Ernst & Young LLP.
As part of its oversight responsibility, the Audit Committee has reviewed and discussed the audited financial statements, the adequacy of financial controls and the effectiveness of Sherwin-Williams internal control over financial reporting with management and Ernst & Young LLP. The Audit Committee also has discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16, Communicating with Audit Committees, as adopted by the Public Company Accounting Oversight Board. The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountants communications with the audit committee concerning independence. The Audit Committee also has discussed with Ernst & Young LLP that firms independence.
Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Sherwin-Williams Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the Securities and Exchange Commission.
A. F. Anton, Chair
D. F. Hodnik
T. G. Kadien
R. J. Kramer
COMPENSATION COMMITTEE REPORT
The Compensation and Management Development Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Sherwin-Williams Annual Report on Form 10-K for the year ended December 31, 2013 and this Proxy Statement.
COMPENSATION AND MANAGEMENT
S. J. Kropf, Chair
R. K. Smucker
J. M. Stropki
COMPENSATION RISK ASSESSMENT
The Compensation and Management Development Committee periodically assesses the risks related to our compensation policies and practices. In July 2013, the Compensation Committee engaged Compensation Advisory Partners to conduct a comprehensive risk assessment of our compensation programs, plans and policies.
Compensation Advisory Partners presented the risk assessment to the Compensation Committee. Based upon the assessment, the Compensation Committee and Compensation Advisory Partners concluded that our compensation policies and practices do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on Sherwin-Williams. In reaching this conclusion, the following factors were considered that help mitigate against employees taking excessive or unnecessary risks:
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)
This Compensation Discussion and Analysis describes our executive compensation program and how it applies to our five named executives identified below.
We manage our business with the long-term fundamental objective of creating and maximizing value for our shareholders. Our pay for performance philosophy supports this objective by rewarding performance. Our compensation programs are designed to drive sustainable results and deliver long-term superior shareholder returns. A significant percentage of our executive compensation program is tightly linked to company performance, business unit performance (where applicable) and stock price appreciation.
Our compensation programs have been integral to our long-standing success as they assist us in attracting, retaining and motivating talented and high-performing people throughout our organization who drive consistent financial and operating results. Our long track record of sustained success is exemplified by the following:
2013 Financial and Operating Highlights. 2013 was another record year for Sherwin-Williams. For the third consecutive year, we reported record net sales. We finished 2013 with net sales of $10.19 billion, an increase of 6.8% over 2012, surpassing $10 billion for the first time in our 147-year history. Our strong revenue performance was matched by strong results for net income, diluted net income per share and net operating cash. Net income increased 19.3% to $752.56 million, and diluted net income per share increased 20.6% to $7.26 each a record high. Also for the first time in our history, net operating cash eclipsed the $1 billion mark, increasing 22.1% to $1.08 billion.
We have consistently returned significant value to our shareholders. During 2013, we returned more than 90% of the net operating cash we generated, or $974.2 million, to our shareholders through dividends and repurchases of our stock. Over the past three years, we have returned approximately $2.21 billion in cash to shareholders through dividends and stock repurchases.
The table on the next page shows our companys performance for key financial measures over the past three-year period. Please also see our consolidated financial statements and notes on pages 44 through 76 of our 2013 Annual Report to Shareholders.
Recent Key Compensation Decisions.
Highlights of the Compensation Committees key executive compensation decisions for 2013 include the following:
Relationship between Pay and Performance. Our executive compensation program combines different elements of compensation. As a result, the total amount of executive compensation paid is not directly tied to any one measure or component of compensation. We believe this approach assists us in viewing performance holistically and helps mitigate the risk of over-emphasizing any one metric. That being said, a significant portion of our executive compensation program is tied to the value of our stock, which is critical to ensure we are delivering value to shareholders and that our executives only realize the full value of their compensation if our shareholders also realize value.
Each year, the Compensation Committee assesses our CEOs compensation in light of Sherwin-Williams performance. In October 2013, the Compensation Committee analyzed the relationship between the realizable pay of our CEO and total shareholder return (TSR) over the five-year period ended December 31, 2012, comparing Sherwin-Williams to the peer group we use when making executive compensation decisions. 2012 is the most recent year that compensation information is available for our peer group. TSR includes the reinvestment of dividends and is calculated on a compounded annual growth rate basis. Our peer group is listed on page 33.
The following chart, prepared by the compensation consultant, shows the degree of alignment between the total realizable pay of our CEO and Sherwin-Williams TSR relative to our peer group over the five-year period. Sherwin-Williams average annual TSR over the five-year period was 24%, which was higher than all of the companies in our peer group. Peer group companies are indicated by the diamonds in the chart. Companies that fall within the shaded diagonal alignment zone are generally viewed as having pay and performance alignment. As illustrated below, our CEOs realizable pay was comfortably within the alignment zone.
PAY FOR PERFORMANCE ALIGNMENT
CEO REALIZABLE PAY AND TSR
Realizable pay includes (a) base salary, (b) actual cash incentive compensation earned, (c) the value of time-based restricted stock granted during the five-year period based on the 2012 year-end closing stock price, (d) the vesting date value of long-term performance equity awards that were earned in 2010, 2011 and 2012, (e) the value of target long-term performance equity awards granted in 2011 and 2012 based on the 2012 year-end closing stock price, and (f) the value of outstanding in-the-money stock options granted during the five-year period based on the 2012 year-end stock closing price. Valuing equity awards in this manner is different than valuing equity awards at their aggregate grant date fair value, which is the method used in the Summary Compensation Table and the Grants of Plan-Based Awards Table.
Overview of Executive Compensation Practices. Our compensation programs, practices and policies are reviewed and evaluated on an ongoing basis. We modify our compensation programs to address evolving best practices and changing regulatory requirements. We have listed below some of the more significant best practices we have adopted and the practices we have avoided, which we believe promote responsible pay and governance principles and alignment with shareholder interests.
Impact of Last Years Say-On-Pay Vote. At last years Annual Meeting, our shareholders approved the compensation of our named executives with a substantial majority of shareholders (94.5% of votes cast) voting in favor. The Compensation Committee considered the results of our 2013 say-on-pay vote, and based upon the strong shareholder support, does not believe that our executive compensation program requires material changes. The Compensation Committee values highly the input of our shareholders and will continue to consider the views of our shareholders in connection with our executive compensation program and make improvements based upon evolving best practices, market compensation information and changing regulatory requirements. We encourage you to support this years say-on-pay proposal. We will continue to hold annual say-on-pay votes until the next shareholder advisory vote on frequency takes place.
Overview of Our Executive Compensation Program
The Compensation Committee.
The Compensation and Management Development Committee, which is comprised entirely of independent directors, oversees our executive compensation program. The Compensation Committee reports to the Board on all compensation matters for approximately 20 of our executives and key employees, including our named executives. The Compensation Committee has engaged an independent compensation consultant in order to fulfill its responsibilities. During the second quarter of 2013, the Compensation Committee engaged Compensation Advisory Partners LLC as its new compensation consultant replacing the prior compensation consultant. We have included additional information about the Compensation Committee, including the role of the compensation consultant and management in the compensation setting process, under the heading Board Meetings and Committees Compensation and Management Development Committee.
We design and manage our company-wide compensation programs to align with our overall business strategy and to focus our employees on delivering sustained financial and operating results and creating value for our shareholders. We believe it is important that our compensation programs:
We believe our compensation programs achieve these goals.
Components of Compensation.
The components of our executive compensation program, the primary purpose of each component and the form of compensation for each component are described in the following table.
Allocation of Compensation Components.
We compensate our executives by using a balanced approach, which combines elements that vary by (a) the type of compensation (fixed and performance-based), (b) the length of the performance period (annual and long-term), and (c) the form of compensation (cash and equity). We believe this mix helps to support our business strategies and emphasizes pay for performance. We determine this mix by reviewing market compensation information. We do not have a specific policy for the allocation of compensation between fixed and performance-based, annual and long-term, and cash and equity.
We manage our business with the long-term goal of creating and maximizing shareholder value. Accordingly, a significant percentage of the compensation opportunity of each executive is variable, at risk and tied to company and business unit performance, annual and long-term incentives and stock price appreciation. The following chart illustrates the allocation of the principal compensation components for our named executives for 2013. The percentages reflect the amounts of 2013 salary and
targeted annual cash incentive compensation and the aggregate grant date fair values of stock options and shares of restricted stock granted in 2013.
The Role of our Peer Group.
The Compensation Committee utilizes a peer group of companies to ensure that our executive compensation program is competitive in the market. The compensation consultant identifies annually the compensation paid to executives holding equivalent positions or having similar responsibilities at a group of chemical, industrial, manufacturing and retail companies with comparable sales that are considered to be our peers. The compensation consultant also compiles compensation data derived from general broad-based surveys of industrial companies of similar size to us. These surveys are sponsored by nationally recognized compensation consulting firms. Many of our peer group companies, along with us, participate in these surveys.
We monitor compensation paid at these peer group companies because their size and business make them most comparable to us. We also believe these companies likely compete with us for executive talent. The Compensation Committee periodically reevaluates, and, if necessary, adjusts the composition of our peer group to assure it remains the most relevant group of companies to use for compensation purposes. The Committee did not make any changes to our peer group during 2013.
Our peer group consists of the 25 companies listed below. 2012 annual revenues for the companies in the peer group ranged from approximately $4 billion to $21 billion, with Sherwin-Williams ranking in the 60th percentile in revenue.
Use of Market Compensation.
The compensation consultant calculates an average of (a) the compensation available at our peer group (using the most recent proxy data) and (b) the average compensation derived from the general broad-based surveys. We refer to this average as market compensation, which provides a framework to evaluate the competitiveness of our executive compensation program and determine the mix of compensation components and target compensation levels. We generally benchmark the target compensation we pay our executives within a general range (plus or minus 15%) of the median market compensation of comparable positions although we do not have a formal policy of setting target compensation levels at a specific percentile of median market. We benchmark against market compensation because it allows us to attract and retain executives and helps us to manage the overall cost of our compensation program. We use this information only as a reference point, not as a determining factor or part of any arithmetic formula, in setting compensation. The policies we use to make compensation decisions and the decisions we make are materially similar for all executives. These policies and decisions result in higher compensation levels for our CEO primarily based upon the higher market compensation for chief executive officers.
The compensation consultant annually provides the Compensation Committee with a comprehensive analysis of market compensation, which includes base salary, annual cash incentive compensation, long-term equity incentive compensation, total annual cash compensation and total direct compensation. We define total direct compensation as the sum of base salary, annual cash incentive compensation and long-term equity incentive compensation. We review total direct compensation to help us determine whether the principal compensation components that we pay our executives are competitive in the aggregate.
The Compensation Committee compares each executives base salary, annual cash incentive compensation, long-term equity incentive compensation, total annual cash compensation and total direct compensation to the median market compensation. Individual components may be greater or lesser than median market because we focus on the overall competitiveness of our entire compensation program. Judgment and discretion may be used to adjust a component of compensation above or below the median market for reasons such as an executives performance, responsibilities, experience and tenure, our company-wide performance, and internal pay equity.
The following table sets forth the projected total direct compensation for each named executive as a percent of the median market total direct compensation. For purposes of this table, projected total direct compensation includes 2014 base salary, 2014 targeted annual cash incentive compensation, stock options granted in 2013 and the targeted value of restricted stock granted in early 2014.
The median total direct compensation paid by our peer group generally reflects 2012 compensation because more current compensation amounts were not available at the time the Compensation Committee reviewed this information. The market total direct compensation for Ms. Kilbane was derived solely from the survey data that was used when she joined our company in early 2013. The projected targeted total direct compensation for Mr. Morikis materially exceeded the median market compensation for chief operating officers among our peer companies. As a result of a small sample size (i.e., only nine of our 25 peers disclosed a chief operating officer role), there was a narrow range in total compensation between the 25th percentile and the 75th percentile, which resulted in Mr. Morikis projected targeted total direct compensation being positioned above median market. The actual amounts we pay our executives may vary from the targeted amounts based upon the achievement of company and business unit performance goals. The Compensation Committee did not increase or decrease the amount of any compensation component based upon the amount of any other compensation component or its review of projected targeted total direct compensation.
Principal Components of Our Executive Compensation Program
Salary Ranges. Salary is the only key compensation component that is fixed. Each executive position at our company is assigned a salary grade. Salary grades are designed to be competitive and to recognize different levels of responsibility within our company. Each salary grade corresponds to a salary range with a minimum and maximum. We review the salary ranges against market base salaries based upon the position and level of responsibility. The midpoint of the range generally approximates the median market salary paid for an equivalent or similar position. The Compensation Committee reviews and approves the base salary of each executive annually and at other times in connection with a promotion or other change in responsibility. Annual base salary increases are effective in February.
Annual salary increases are based, in part, on the overall annual salary budget guidelines for our company. We adopt annual salary guidelines for all of our employees as part of our annual budgeting process, which includes a range of merit salary increases. The maximum amount of the range is equal to the amount necessary to increase the salary of an employee (whose salary is below median market for his or her position, but who receives the highest performance rating) towards the median market salary for his or her position. For 2013 and 2014, we adopted an overall 3% merit budget for annual salary increases with possible merit increases ranging from 0% to 6.15%.
Annual Performance Appraisals. All salaried employees, including our executives, undergo an annual performance appraisal. The executives performance for the prior year is evaluated by his or her direct supervisor. Our CEO reviews each of these evaluations. For the evaluation of our CEO, each director provides ratings and comments for the following categories: performance results, business strategy, developing a management team, and leadership. The results are reviewed by the Compensation Committee and by the non-management directors in executive session.
As part of this annual performance appraisal, each executive is assigned a performance rating by his or her direct supervisor that corresponds to a merit increase. The performance rating is based upon the executives performance results (accomplishment of incentive performance goals, financial accomplishments and other contributions) and leadership (including work ethic and strategic contributions). These factors are not quantified or weighted. Instead, discretion and subjective judgment are used in assessing those factors in a qualitative manner. In any one year, any one factor or group of factors may play a larger role in determining the performance rating compared to any previous year. Our CEO reviews and approves the annual performance appraisals.
2013 and 2014 Base Salaries. The Compensation Committee approved salary increases for 2013 and 2014 for our named executives, other than Mr. Connor. Mr. Connor declined salary increases for 2013 and 2014. Mr. Connor has not received a salary increase since 2008. Mr. Davissons increases move his salary towards median market for his position as President, Paint Stores Group.
Annual Cash Incentive Compensation.
Annual cash incentive compensation may be earned by our executives under our shareholder-approved 2007 Executive Performance Bonus Plan. Annual incentive compensation is intended to motivate our executives for achieving annual performance goals that strengthen our company over the long-term. Our Executive Performance Bonus Plan is designed so that our executives may earn higher than average annual cash incentive compensation for exceeding target performance goals and lower than average annual cash incentive compensation when target performance goals are not met.
Target and Maximum Annual Incentive Levels. The Compensation Committee annually reviews target and maximum annual cash incentive compensation levels for our executives as a percent of base salary. Target incentive awards are determined by using the median market annual cash incentive compensation, which generally equals the amount an executive could receive if he or she achieves a 100% average of his or her performance goals. The maximum incentive awards are determined by using the maximum annual cash incentive compensation available at our peer group companies and according to the broad-based surveys.
The following table sets forth the 2013 minimum, target and maximum cash incentive compensation levels, as a percent of base salary, for each named executive. During 2013, the Compensation Committee increased the target and maximum annual cash incentive compensation opportunity for Mr. Connor (from 105% and 210%, respectively) to align with market levels.
Objective Annual Performance Goals. The Compensation Committee approves objective performance goals for our named executives. Our CEO also approves the goals for our other named executives. Four of our named executives have identical corporate financial performance goals. Mr. Davissons performance goals relate to the Paint Stores Group (PSG) for which he is President. We use multiple performance goals to encourage executives to have a well-rounded approach to their performance and not concentrate on achieving just one goal to the detriment of others. For 2013, the Compensation Committee reviewed our annual operating budget and approved target financial
performance goals that were set at levels that were of the same magnitude as set forth in our 2013 annual operating budget. The Compensation Committee may exercise its discretion to adjust performance goals to reflect pro-forma financial projections for significant acquisitions. The Compensation Committee adjusted 2013 financial performance goals to reflect pro-forma financial projections related to our acquisition of the U.S. and Canada business of Consorcio Comex, S.A. de C.V. in September 2013.
The Compensation Committee reviews and approves each named executives achievement of performance goals for the prior year. In determining the level of achievement of performance goals, the Compensation Committee may exercise its discretion whether to reflect or exclude the impact of extraordinary non-recurring items or changes in accounting standards, principles and statements. The Compensation Committee believes that retaining the ability to exercise such discretion to reflect or exclude the impact of these items encourages management to take actions that are in the best long-term interests of the shareholders even though they may adversely affect the short-term performance of our company. In determining the level of achievement of 2013 earnings per share, free cash flow and after tax return on net assets employed (RONAE), the Compensation Committee excluded the impact of the Brazil tax assessments. The Compensation Committee made this adjustment because the impact was unanticipated when the performance goals were set.
The following table shows for each named executive the 2013 performance goals, minimums, targets, maximums and actual results (taking into account the adjustment mentioned in the prior paragraph).
We intend annual cash incentive amounts to be fully deductible for federal income tax purposes under Section 162(m) of the Internal Revenue Code. In order to achieve this, we establish an annual maximum payout amount against which payouts for achievements may be made to 162(m) participants. The maximum payout for 162(m) participants is based upon one or more of the performance measurements defined in our Executive Performance Bonus Plan. For 2013, the Compensation Committee approved 0.7% of earnings before interest, taxes, depreciation and amortization (EBITDA) as the amount of the maximum payout for 162(m) participants. We explain how we calculate EBITDA on page 37 of our 2013 Annual Report. We selected EBITDA as the method for determining the amount of the maximum payout because we consider EBITDA a useful measure of our operating profitability. For 2013, this resulted in a maximum payout of $9.35 million for the 162(m) participants. After the Compensation Committee determines the amount of the maximum payout, the Compensation Committee may exercise discretion to reduce, but not to increase, the amount of each individual award based on an overall assessment of the performance goals shown in the table above.
Calculation of 2013 Annual Cash Incentive Amounts Earned. In February 2014, the Compensation Committee approved the annual incentive compensation amounts earned by our named executives during 2013 based upon the level of achievement of the performance goals. Each performance goal has corresponding pre-established achievement levels ranging from a minimum of 0 to a maximum of 125, with 100 equal to target achievement. Based upon 2013 business results, the Compensation Committee reviewed and approved the achievement level of each performance goal. The achievement level for each goal was multiplied by the goals weight to determine a weighted achievement for the goal. For each named executive, the weighted achievement levels for all goals were added together to determine a total weighted achievement level. Total weighted achievement levels range from a minimum of 0 to a maximum of 125, with a target of 100. Total weighted achievement levels correspond to a pre-established range of final payouts as a percentage of salary for each named executive. The range of final payouts as a percentage of salary between 0-75, 75-100, and 100-125 are determined on a straight-line basis.
The calculations used to determine the actual incentive amounts earned by each named executive during 2013 are shown in the table below and are illustrated by the following formula.
Long-Term Equity Incentive Compensation.
The largest percentage of total compensation is allocated to long-term equity incentive compensation. We grant long-term equity incentive compensation annually under our shareholder-approved 2006 Equity and Performance Incentive Plan. Our long-term equity incentive compensation is designed to focus our executives on company performance over a multi-year period, to encourage long-term decision making, and to reward executives the way our shareholders are rewarded through growth in the value of our stock. The value delivered on these long-term incentives ultimately depends upon company performance and our stock price.
Our long-term equity compensation program for our executives consists of stock options, performance-based restricted stock and time-based restricted stock. Our stock option program is the
primary means by which we grant long-term stock compensation to a broad group of employees to focus their efforts on our long-term performance and stock price improvement. Our restricted stock program is designed for a more select group of key employees and rewards employees based upon the achievement of financial performance goals and stock price appreciation.
Double-Trigger Acceleration Provision. Grants of stock options and restricted stock include a double-trigger acceleration provision with respect to the vesting of the awards in connection with a change of control. Upon a change of control, awards that are assumed by the surviving entity will continue to vest and become exercisable in accordance with their original terms unless, within three years after the change of control, the participants employment is terminated other than for cause or the participant terminates his or her employment for good reason.
Dividends. We do not pay current dividends on unvested shares of performance-based restricted stock. The payment of dividends on unvested shares of performance-based restricted stock is deferred and paid only if and to the extent the restricted stock vests based on the achievement of the performance goals.
Grant Practices Increased Emphasis on Performance-Based Awards. When making grants of stock options and restricted stock, we begin by determining the median market value of long-term equity incentive compensation. In 2013, we adjusted the target mix of types of equity grants in order to provide more focus on operating performance by increasing the percentage allocated to performance-based restricted stock and decreasing the percentage allocated to stock options and time-based restricted stock. We believe the new structure shown in the table below provides an appropriate balance among aligning executive interests with those of our shareholders, encouraging executive retention, and rewarding executives for sustained performance results. In addition, this mix is more in line with market practices.
Long-term incentive opportunities are intended to be competitive with market long-term incentive opportunities. Therefore, we do not consider the amount of outstanding stock options and shares of restricted stock currently held by an executive when making equity awards.
We grant stock options and restricted stock on an annual basis at regularly scheduled Compensation Committee meetings. We schedule the dates of these meetings approximately three years in advance. We grant restricted stock at each February Compensation Committee meeting. This meeting typically occurs in the middle of February, a few weeks or so after we release our annual earnings results. We grant stock options at each October Compensation Committee meeting. These grants are made typically on the same day that the Audit Committee approves our earnings release for the third quarter and shortly before we release our third quarter earnings results. We grant restricted stock and stock options in February and October so that our annual grants are made at different times of the year. We may also grant restricted stock and stock options at other Compensation Committee meetings in connection with an employees initial hire, promotion and other events. The dates of these grants may occur shortly before we release our quarterly earnings results. We do not take into account our earnings results when determining the number of stock options or shares of restricted stock to be granted or the date of grant.
2013 Awards. The following table shows the number of stock options and shares of restricted stock granted to each named executive during 2013.
Stock Options. The number of stock options granted to an executive is based upon the executives position and level of responsibility. We determine the specific number of stock options to be granted by calculating the Black-Scholes value of the stock options over the 30-day period ending on the last day of the quarter before the award date. Black-Scholes is a generally accepted model used in estimating the value of stock options.
Stock options have value only if our stock price increases following the grant date. In accordance with the terms of our stock plan, the option exercise price is equal to the average of the highest and lowest sale prices of our stock on the grant date. Accordingly, the exercise price may be higher or lower than the closing price of our stock on that day. The Compensation Committee believes that the average of the high and low prices is a better representation of the fair market value of our stock and is less volatile than the closing price given potential intra-day price volatility. We do not reprice stock options our stock plans do not permit the repricing or replacing of underwater stock options with cash or equity without shareholder approval and do not contain reload features.
Restricted Stock. Our annual grant of restricted stock consists of performance-based shares and time-based shares, both vesting at the end of a three-year period. The number of shares of restricted stock granted is determined by using the value of our stock over the 30-day period ending on the last day of the quarter before the award date. We designed our time-based shares to vest at the end of the three-year period, rather than ratably over the vesting period, to strengthen the retention power of the grants. With respect to performance-based shares, the number of shares granted is equal to approximately two times the target value, and we correspondingly set maximum goals higher, making achievement of the goals more difficult to attain in order to provide a greater incentive for above target performance.
The financial goal for the 2013 grant of performance-based restricted stock is earnings per share over the 2013 2015 performance period as illustrated in the following table. The Compensation Committee selected this performance goal because it is widely communicated and easily understood and is a key measure used in evaluating the success of our companys performance and in determining the market value of our stock. Performance between the achievement levels is measured on a straight-line basis to reward improvements at various achievement levels, while not encouraging executives to take unnecessary risks to hit achievement levels with larger payouts.
2013 and 2014 Vesting of Performance-Based Restricted Stock. In February 2013 and February 2014, the Compensation Committee determined the vesting of the shares of performance-based restricted stock for the 2010 2012 and 2011 2013 performance periods, respectively, based upon the achievement of performance goals over those periods. As reflected in the tables below, 93.77% of the shares vested for the 2010 2012 performance period, and 100% of the shares vested for the 2011 2013 performance period.
In approving the vesting of restricted stock as shown in the tables above, the Compensation Committee approved adjustments to eliminate the impact of several items on EPS, including charges relating to the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, the settlements with the Internal Revenue Service and the Department of Labor related to our ESOP and the Brazil tax assessments.
Other Arrangements, Policies and Practices
No Employment Agreements.
We do not have employment agreements with any of our executives. Our executives are employed at-will.
Consistent with our culture, the perquisites provided to our named executives are limited. Additional information, including the incremental cost of these benefits in 2013, is set forth in a footnote to the All Other Compensation column of the Summary Compensation Table.
Relocation Expenses. Mr. Davisson was promoted to President, Paint Stores Group in November 2010 and relocated to Cleveland. Under our standard relocation policy, eligible employees are reimbursed for reasonable and necessary expenses associated with a job transfer from one location to another at our request. In addition to the relocation benefits provided under our policy during 2013, the Compensation Committee approved a one-time payment of $250,000 to partially reimburse Mr. Davisson for a portion of the loss he incurred on the 2013 sale of his previous home. Although Mr. Davissons loss on the sale significantly exceeded $250,000, we limited the reimbursement to $250,000. Relocation benefits for Mr. Davisson in 2013 also included closing costs related to the sale of his previous home and the reimbursement of taxes incurred in connection with the home-sale loss payment. The home-sale loss payment and associated tax reimbursements were subject to repayment by Mr. Davisson in the event he was terminated for cause or voluntarily left Sherwin-Williams within two years of his promotion. The Compensation Committee recognizes the sizeable amount of the home-sale loss
payment and the related tax reimbursement, but believes that the payment of these amounts was reasonable and appropriate given the significant loss Mr. Davisson incurred on the sale of his home and the importance of his position to Sherwin-Williams.
Internal Pay Equity.
Our compensation program is designed so that compensation opportunities are similar for executives with comparable responsibilities, experience and tenure. Our executive compensation program uses the same compensation components for our executives, but results in different pay levels due to an executives market compensation, position and performance. In order to maintain internal equity in connection with grants of stock options and restricted stock, the Compensation Committee generally grants the same number of stock options and shares of restricted stock to employees who are in similar pay grades.
When approving changes in compensation for our named executives, we prepare a tally sheet for each named executive. Tally sheets set forth the dollar amounts of all components of each named executives current compensation, including base salary, annual cash incentive compensation, long-term incentive compensation, retirement and savings plans, health and welfare programs and other executive benefits. Tally sheets also set forth the potential payments to our named executives in the event of retirement and termination following a change in control.
Tally sheets allow the Compensation Committee and management to assess how a change in the amount of each compensation component affects each named executives total compensation and to provide overall perspective on each named executives total compensation. Based upon its most recent review, the Compensation Committee determined that total compensation, in the aggregate, for each of our named executives is consistent with the Compensation Committees expectations. The Compensation Committee did not increase or decrease the amount of compensation of our named executives solely based upon the review of tally sheets.
Stock Ownership Guidelines.
We have established minimum stock ownership requirements for our directors, executive officers and operating presidents to encourage meaningful stock ownership in Sherwin-Williams. We require each director who has served on the Board for at least five years to own shares of our stock equal in value to a minimum of seven times the annual Board cash retainer. We require each executive and operating president who has served in such capacity for at least five years to own shares of stock equal in value to a multiple of his or her base salary ranging from three times for certain executive officers and operating presidents to six times for our CEO. For purposes of meeting this requirement, each equivalent share of stock held under our benefit plans and each share of time-based restricted stock is considered as a share of stock. Stock options and shares of performance-based restricted stock are not considered towards meeting the requirement.
The Compensation Committee reviews share holdings on an annual basis to determine whether our directors, executives and operating presidents are meeting these requirements. The requirements for our named executives, as well as their actual ownership levels at December 31, 2013, are set forth in the table below. All directors and named executives have either met the guidelines or are pursuing plans to meet the guidelines within the prescribed time frames.
Anti-Hedging and Anti-Pledging Policy.
We recently adopted more stringent restrictions on hedging and pledging of our securities. Directors, executive officers and other employees may not engage in hedging transactions related to our securities through various financial instruments, such as prepaid variable forwards, equity swaps, collars and exchange funds, may not engage in short sales, and may not purchase or sell put options, call options or other such derivative securities. In addition, directors, executive officers and operating presidents may not hold our securities in margin accounts or otherwise pledge our securities as collateral for a loan.
Retirement Plans and Other Benefits.
We provide our executives with various tax-qualified and nonqualified retirement and savings plans, health and welfare programs and other executive benefits. We annually review these programs in connection with our review of the overall compensation packages of our named executives and tally sheets. Additional information about our retirement and savings plans is set forth in the executive compensation tables and the accompanying narrative discussion.
Other executive benefits include executive life insurance and executive long-term disability programs. The life insurance and long-term disability programs are designed to provide our named executives with life and disability benefits greater than the life and disability benefits available under the broad-based life insurance and long-term disability programs that we offer to other employees due to benefit limitations within the broad-based programs. The 2013 amounts for these programs are set forth in a footnote to the All Other Compensation column of the Summary Compensation Table.
Clawback and Recapture Policy.
We have a policy allowing Sherwin-Williams to recapture or clawback incentive compensation paid or payable to executives and key employees in the event of a financial restatement. Under our policy, employees who receive an award under our Executive Performance Bonus Plan are required to reimburse Sherwin-Williams in the event:
The reimbursement will be equal to the difference in the amount of the award prior to the restatement and the amount of the award determined using the restated financial results. In addition, under our 2006 Equity and Performance Incentive Plan, (a) all stock awards will be cancelled and (b) the employee will be required to reimburse Sherwin-Williams for any economic gains received by the employee pursuant to a stock award during the one-year period preceding the Boards determination that the employee engaged in such conduct.
The Dodd-Frank Act requires the SEC to adopt rules requiring companies to adopt a policy that, in the event the company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement, the company will recover incentive compensation received prior to the accounting restatement resulting from erroneous financial data. We will review our existing policy and make any necessary amendments once the final rules are adopted.
Severance Pay Agreements.
To ensure continuity and the continued dedication of our executives during any period of uncertainty caused by the possible threat of a takeover, we have entered into severance pay agreements with our executives, including each of our named executives. Given the heightened focus that has been given to change in control agreements, the Compensation Committee engaged its compensation consultant in 2013 to compare our severance pay agreements to prevailing market practices. Based upon such review, the Compensation Committee believes that the material terms of the severance agreements are generally in line with market practices.
Potential cash severance payments are based upon a multiplier of base salary and annual cash incentive pay. Because Mr. Connors base salary and annual cash incentive pay are higher than that of our other named executives, Mr. Connors potential cash severance payment is correspondingly higher than that of our other named executives. These severance pay agreements have not been a significant factor in setting compensation levels and have not affected the Compensation Committees decisions with respect to compensation components. Additional information regarding the severance agreements, including the estimated amounts payable to each named executive, is set forth under the heading Potential Payments upon Termination or Change in Control.
Policy Concerning Future Severance Agreements.
We have a policy that provides we will not enter into any future severance agreements (including material amendments of existing agreements) with a senior executive providing for cash severance payments exceeding 2.99 times base salary and bonus without shareholder approval or ratification. For purposes of this calculation, cash severance payments do not include the acceleration of equity based awards, vacation pay, retirement benefits, health continuation coverage and outplacement services. In addition, the policy provides that future severance agreements will not include any tax gross-up payments.
Tax and Accounting Considerations.
From time to time, we review the accounting and tax laws, rules and regulations that may affect our compensation programs. However, tax and accounting considerations have not significantly impacted the compensation programs we offer to our executives. Section 162(m) of the Internal Revenue Code generally limits the deductibility of certain compensation in excess of $1 million per year paid to a companys chief executive officer and certain other named executives. The $1 million deduction limit generally does not apply to compensation that is performance-based compensation and is provided under a shareholder-approved plan. While the Compensation Committee believes that the tax deductibility of compensation is a factor to be considered, the Compensation Committee retains the flexibility to grant awards it determines to be in the best interests of Sherwin-Williams and its shareholders even if the award is not deductible for tax purposes.
Under our Executive Performance Bonus Plan, we have the ability to pay non-discretionary annual cash incentive compensation to our named executives that will qualify for deductibility. Independent of our Executive Performance Bonus Plan, the Compensation Committee retains the discretion to reward individual performance by paying executive compensation amounts that may not be deductible under Section 162(m). The Compensation Committee believes that its ability to exercise such discretion is in the best interests of Sherwin-Williams and our shareholders. The Compensation Committee did not approve the payment of any such discretionary bonus amounts for 2013 that are not deductible under Section 162(m).
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding the compensation of our Chairman and Chief Executive Officer, our Senior Vice President Finance and Chief Financial Officer and our other three highest paid executive officers.
Under our executive travel policy, the Board strongly recommends that our CEO uses corporate aircraft at all times when he is traveling, whether for business or personal reasons. Our CEO has the authority to authorize the personal use of corporate aircraft by the other members of senior management. We believe this policy is similar to the policies of many other large public companies. The incremental cost of personal use of corporate aircraft is determined based upon the variable operating costs of the aircraft, which includes fuel costs, maintenance and repair costs, landing fees, engine reserve fees, catering costs and travel costs for the pilots. The incremental cost includes the cost of dead head flights, which are return or pick-up flights without passengers flown. An average hourly rate is calculated by dividing the total variable operating costs for the year by the number of hours the aircraft is flown. The average hourly rate is then multiplied by the number of hours of the executives personal use to derive the total incremental cost. Fixed operating costs, such as pilot salaries, depreciation and insurance, that do not change based upon usage are not included. To the extent any use of the corporate aircraft results in imputed income to the executive, we do not provide tax gross-ups on such income.
Narrative Information Regarding the Summary Compensation Table.
Salary. The salary amounts disclosed in the table are the amounts of base salary earned by our named executives during the indicated year. For 2013, salaries earned by our named executives accounted for the following percentages of their total compensation set forth in the table: Mr. Connor (11%), Mr. Morikis (20%), Mr. Hennessy (21%), Mr. Davisson (19%) and Ms. Kilbane (21%).
Salaried Employees Revised Pension Investment Plan. Our Salaried Employees Revised Pension Investment Plan is a tax-qualified retirement plan that provides eligible U.S. salaried employees with a company contribution based on an age and service formula. All of our named executives participate in this plan.
Employee Stock Purchase and Savings Plan. We provide all of our eligible U.S. salaried employees the opportunity to participate in our Employee Stock Purchase and Savings Plan, a tax-qualified 401(k) plan. Under this plan, participants may contribute a percentage of their compensation on a pre-tax or after-tax basis and receive company matching contributions. Our named executives participate in this plan on the same terms as other eligible employees.
2005 Deferred Compensation Savings and Pension Equalization Plan. Our Deferred Compensation Savings Plan is an unfunded nonqualified plan that provides participating employees with the employer contributions the employees would have received under our qualified retirement plans, but for federal tax limitations. We do not pay guaranteed, above-market or preferential interest or earnings on amounts deferred under this plan. Our executives became eligible to participate in this plan effective January 1, 2010. Information about this plan is set forth in the 2013 Nonqualified Deferred Compensation Table and the accompanying narrative discussion.
In addition, we purchase tickets to sporting and cultural events for business purposes. If not used for business purposes, the tickets are made available to our executives and other employees for personal use.
2013 GRANTS OF PLAN-BASED AWARDS TABLE
The following table sets forth information regarding the grants of annual cash incentive compensation, stock options and restricted stock during 2013 to our named executives.
The value of stock options is equal to the aggregate grant date fair value computed in accordance with stock-based accounting rules (Stock Compensation Topic 718 of the ASC), excluding the effect of estimated forfeitures. The values were calculated using a Black-Scholes option pricing model. The assumptions used in this model are set forth in the table to footnote 3 of the Summary Compensation Table.
Narrative Information Regarding the 2013 Grants of Plan-Based Awards Table.
Non-Equity Incentive Plan Awards. The non-equity incentive plan awards set forth in the table reflect annual cash incentive compensation that could have been earned by our named executives during 2013 under our 2007 Executive Performance Bonus Plan based upon the accomplishment of financial and operating performance goals. Annual cash incentive compensation is payable as a percentage of salary. These percentages vary by named executive. More information is set forth under the heading Annual Cash Incentive Compensation in the Compensation Discussion and Analysis.
Restricted Stock. We grant performance-based and time-based restricted stock pursuant to our 2006 Equity and Performance Incentive Plan. We have included more information about our restricted stock program under the heading Long-Term Equity Incentive Compensation in the Compensation Discussion and Analysis.
Time-based shares granted in 2013 vest at the end of a three-year vesting period. Performance-based shares granted in 2013 vest at the end of a three-year performance period based upon cumulative earnings per share over the three-year period.
The threshold amounts for the performance-based restricted stock set forth in the table correspond to our named executives receiving 13% of the shares granted, which is the number of shares that will vest for the minimum level of performance. The maximum amounts set forth in the table reflect a grant of a number of shares of performance-based restricted stock equal to two times the target value (and correspondingly the setting of above target goals higher, making achievement of the goals more difficult to attain) in order to provide an incentive for above target performance.
The payment of dividends on unvested shares of performance-based restricted stock is deferred, and dividends are paid only if and to the extent the restricted stock vests based on the achievement of the financial performance goal. Current dividends are paid on shares of time-based restricted stock. Dividends are paid at the same rate as is paid on Sherwin-Williams common stock. During 2013, the quarterly dividend rate was $0.50 per share. In February 2014, the Board of Directors announced an increase in the quarterly dividend rate to $0.55 per share payable on March 14, 2014.
Stock Options. We grant stock options pursuant to our 2006 Equity and Performance Incentive Plan. The option exercise price is equal to the average of the highest and lowest reported sale prices of our common stock on the grant date. Stock options vest at the rate of one-third per year on the first, second and third anniversary dates of the date of grant and have a term of 10 years.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2013 TABLE
The following table sets forth information regarding the number of unexercised stock options and the number and value of unvested shares of restricted stock outstanding on December 31, 2013 for our named executives.