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2024 Proxy Statement
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Welcome to Meet the Board. Use the menu above or click on any name, qualification, or committee to learn more.
Former Group President, North America of The Procter & Gamble Company
Age: 62
Director Since: 2016
Term: Expires 2025
Retired Chairman and Chief Executive Officer of Marathon Petroleum Corporation
Age: 70
Director Since: 2017
Term: Expires 2025
Chairman and Chief Executive Officer of PPG Industries, Inc.
Age: 58
Director Since: 2022
Term: Expires 2025
Committees:
None
Retired Executive Chair and Chief Executive Officer of Trane Technologies plc
Age: 60
Director Since: 2015
Term: Nominee, Expires 2025
Former Chief Executive Officer of Agility Fuel Solutions, LLC
Age: 67
Director Since: 2020
Term: Expires 2025
Chief Executive Officer and Director of Generate Biomedicines, Inc. and CEO-partner of Flagship Pioneering
Age: 48
Director Since: 2021
Term: Expires 2025
Chairman and Chief Executive Officer of Ashland Inc.
Age: 61
Director Since: 2021
Term: Expires 2025
Retired Chairman, President and Chief Executive Officer of AGCO Corporation
Age: 71
Director Since: 2007
Term: Nominee, Expires 2025
Executive Vice President and General Manager, Global Food and Beverage of Ecolab Inc.
Age: 61
Director Since: 2023
Term: Nominee, Expires 2025
Chief Financial Officer and Treasurer of Nordstrom, Inc.
Age: 60
Director Since: 2019
Term: Nominee, Expires 2025

Diversity of our Directors

Director Nominee Stats
Director Nominee Stats
Melanie L. Healey
Former Group President, North America of The Procter & Gamble Company
Independent
Age: 62
Director since: 2016
Term: Expires 2025
Professional Experience:
Ms. Healey has been a Director of PPG since 2016. She served as Group President at Procter & Gamble, one of the world’s leading providers of branded consumer packaged goods, from 2007 to 2015, serving as President and Advisor to the Chairman and Chief Executive Officer from January to June 2015; as Group President, North America from 2009 to 2015; and as Group President, Global Feminine and Health Care sector from 2007 to 2009. She previously served as President, Global Feminine Care and Adult Care sector from 2005 to 2007 and as Vice President and General Manager, Feminine Care North America from 2001 to 2005. Ms. Healey joined Procter & Gamble in 1990. She has more than 30 years of experience in the consumer goods industry having previously held positions with S. C. Johnson & Son, Inc. and Johnson & Johnson. Ms. Healey is also a director of Hilton Worldwide Holdings Inc., Kenvue Inc. and Verizon Communications Inc.
Qualifications:
Ms. Healey has extensive experience in the consumer goods industry with three multinational companies. She has a thorough understanding of strategy, branding, consumer marketing and international operations, including 18 years working outside the United States. Ms. Healey brings to the Board significant marketing, brand building, managerial and international expertise gained from years of experience marketing consumer products to customers worldwide.
Skills, Expertise, and Experience:
Gary R. Heminger
Retired Chairman and Chief Executive Officer of Marathon Petroleum Corporation
Independent
Age: 70
Director since: 2017
Term: Expires 2025
Professional Experience:
Mr. Heminger has been a Director of PPG since 2017. Mr. Heminger retired as Chairman and Chief Executive Officer of Marathon Petroleum Corporation in April 2020. He became Chief Executive Officer of Marathon Petroleum in 2011 and became Chairman of the Board in 2016. Marathon Petroleum is one of the largest independent petroleum product refining, marketing, retail and pipeline transportation companies in the United States. Mr. Heminger spent over 45 years in a variety of leadership, financial and marketing positions with Marathon Petroleum. From 2011 to 2020, he served as President and Chief Executive Officer of Marathon Petroleum Corporation, and from 2001 to 2011, Mr. Heminger served as both Executive Vice President – Downstream, Marathon Oil Corporation and as President of Marathon Petroleum Company LLC. Previously, he served as Executive Vice President, Supply, Transportation and Marketing for Marathon Ashland Petroleum from January to September 2001; as Senior Vice President, Business Development from 1999 to January 2001; and as Vice President, Business Development from 1998 to 1999. From 2012 to April 2020, Mr. Heminger also served as Chairman of the Board and Chief Executive Officer of MPLX GP LLC, a wholly owned, indirect subsidiary of Marathon Petroleum and the general partner of MPLX LP, a consolidated master limited partnership formed to own and operate midstream energy infrastructure assets. Mr. Heminger is also a director of Fifth Third Bancorp.
Qualifications:
Mr. Heminger has significant leadership and financial expertise gained from years of service at a large petroleum product refining, transport, marketing and retail company. His over 40 years of experience leading a complex manufacturing and marketing business provides useful guidance in managing PPG’s complex organization with many of the same challenges and opportunities as faced by PPG. Mr. Heminger also brings to the Board marketing and retail expertise gained from overseeing Marathon Petroleum Corporation’s former network of gasoline retail locations and convenience stores.
Skills, Expertise, and Experience:
Timothy M. Knavish
Chairman and Chief Executive Officer of PPG Industries, Inc.
Age: 58
Director since: 2022
Term: Expires 2025
Committees of the Board:
  • None
Professional Experience:
Mr. Knavish has been a Director of PPG since 2022. He has served as Chairman and Chief Executive Officer of PPG since October 1, 2023. He served as President and Chief Executive Officer of PPG from January 1, 2023 until October 1, 2023 and as Chief Operating Officer from March 1, 2022 to December 31, 2022. Mr. Knavish previously served as Executive Vice President from October 2019 through February 2022; Senior Vice President, Architectural Coatings and President, PPG Europe, Middle East and Africa from January 2019 through September 2019; Senior Vice President, Industrial Coatings from October 2017 through December 2018; Senior Vice President, Automotive Coatings from March 2016 through September 2017; Vice President, Protective and Marine Coatings from August 2012 through February 2016 and Vice President, Automotive Coatings, Americas from March 2010 through July 2012. Mr. Knavish joined PPG in 1987. Mr. Knavish is also a director of Rockwell Automation, Inc.
Qualifications:
Mr. Knavish has been an employee of PPG for over 35 years and has served in executive level positions at PPG since 2010, providing him with significant knowledge of the coatings industry. He has been a highly successful leader of businesses in both PPG’s Industrial Coatings and Performance Coatings segments, serving in a variety of key business and functional leadership roles in the United States, Europe and the Asia Pacific region. Mr. Knavish has been integral to PPG’s acquisition strategy. Mr. Knavish also has led PPG’s efforts to enhance PPG’s sales capabilities and digital offerings.
Skills, Expertise, and Experience:
Michael W. Lamach
Retired Executive Chair and Chief Executive Officer of Trane Technologies plc
Independent Lead Director
Age: 60
Director since: 2015
Term: Nominee, Expires 2025
Professional Experience:
Mr. Lamach has been a Director of PPG since 2015. He served as Executive Chair of Trane Technologies plc, a global leader in climate control and climate-focused innovations for buildings, homes and transportation, from July 1, 2021 until his retirement on December 31, 2021. Previously, Mr. Lamach served as Chairman and Chief Executive Officer of Trane Technologies from its separation from Ingersoll-Rand plc in February 2020 to July 1, 2021. Mr. Lamach served in several roles with Ingersoll-Rand, including Chairman and Chief Executive Officer from June 2010 to February 2020, Director from February 2010 to February 2020, President and Chief Executive Officer from February 2010 to June 2010; President and Chief Operating Officer from February 2009 to February 2010; President of Trane Commercial Systems from June 2008 to February 2009; and President of the Security Technologies Sector from February 2004 to June 2008. Prior to joining Ingersoll-Rand, Mr. Lamach spent 17 years in a variety of management positions with Johnson Controls. Mr. Lamach is also a director of Honeywell International Inc. and Nucor Corporation. He served as a director of Iron Mountain, Inc. from 2007 to 2015 and as Chair of the Board of the National Association of Manufacturers.
Qualifications:
During his career, Mr. Lamach led a number of businesses serving different end-use markets, including automotive components, controls, security systems and HVAC systems. As former Chairman and Chief Executive Officer of Trane Technologies plc and previously of Ingersoll-Rand plc, he brings to the Board experience leading global companies that sell a diverse range of products and services to both industrial and consumer customers. Mr. Lamach’s past service as the Chair of the Board of the National Association of Manufacturers provides him with keen insight into the challenges facing manufacturers.
Skills, Expertise, and Experience:
Kathleen A. Ligocki
Former Chief Executive Officer of Agility Fuel Solutions, LLC
Independent
Age: 67
Director since: 2020
Term: Expires 2025
Professional Experience:
Ms. Ligocki has been a Director of PPG since 2020. Ms. Ligocki served as Chief Executive Officer of Agility Fuel Solutions, LLC, a leading manufacturer of natural gas solutions for medium and heavy-duty vehicles in North America, from 2015 to 2019. From 2014 to 2015, she was President and Chief Executive Officer and a director of start-up company, Harvest Power, Inc., a leading organic waste management company in North America, and from 2012 to 2014 she was an operating partner at Kleiner Perkins Caufield & Byers, a top venture capital firm. From 2010 to 2012, Ms. Ligocki was President and Chief Executive Officer and a director of Next Autoworks, a start-up automobile manufacturer. From 2008 to 2010, she served as principal at Pine Lake Partners, a consultancy for start-up companies, and from 2008 to 2009 she was President and Chief Executive Officer of start-up Mexican automobile manufacturer and retailer, GS Motors, owned by Grupo Salinas, a Mexican conglomerate. From 2003 to 2007, Ms. Ligocki was Chief Executive Officer of Tower Automotive, a Fortune 1000 automotive supplier. Her previous experience includes executive leadership positions in global operations at Ford Motor Company and United Technologies Corporation as well as various leadership roles at General Motors Corporation. Ms. Ligocki is also a director of Carpenter Technology Corporation and Lear Corporation. She served as a director of Qell Acquisition Corp. from October 2020 to December 2021 and as a director of Ashland Inc. from 2004 to 2014.
Qualifications:
Ms. Ligocki has diverse senior leadership experience in the automotive and transportation industry, a key customer for PPG’s products. As the chief executive officer of several start-up and early stage companies, she brings to the Board significant understanding of the importance of innovation and the process of bringing new ideas to market. Ms. Ligocki also has substantial experience managing the manufacturing and operations of multinational companies.
Skills, Expertise, and Experience:
Michael T. Nally
Chief Executive Officer and Director of Generate Biomedicines, Inc. and CEO-partner of Flagship Pioneering
Independent
Age: 48
Director since: 2021
Term: Expires 2025
Professional Experience:
Mr. Nally has been a Director of PPG since 2021. He has been Chief Executive Officer of Generate Biomedicines, Inc., a company that uses machine learning algorithms to design biological compounds to combat disease, since March 31, 2021. Previously, Mr. Nally was Executive Vice President and Chief Marketing Officer of Merck & Co., Inc., a leading, global health care company that delivers innovative health solutions through prescription medicines, vaccines, biologic therapies and animal health products, from January 2019 to March 31, 2021. Mr. Nally led Merck’s human health business and was responsible for developing Merck’s growth strategy and commercialization model. From September 2016 to January 2019, Mr. Nally served as President, Global Vaccines and delivered significant business growth and a dramatic increase in the reach and public health impact of pediatric, adolescent and adult vaccines. He served as Managing Director, United Kingdom and Ireland from January 2014 through August 2016. Previously, Mr. Nally served in key management positions in strategic initiatives, commercial operations, business development and investor relations after joining Merck in 2003.
Qualifications:
Mr. Nally’s leadership experience in the pharmaceutical industry brings to the Board extensive understanding of the research and development process and the importance of product innovation to growth. He also has valuable experience commercializing new technologies and marketing products to consumers. Mr. Nally also has experience managing significant global businesses for a multinational company.
Skills, Expertise, and Experience:
Guillermo Novo
Chairman and Chief Executive Officer of Ashland Inc.
Independent
Age: 61
Director since: 2021
Term: Expires 2025
Professional Experience:
Mr. Novo has been a Director of PPG since 2021. He has been Chairman and Chief Executive Officer of Ashland Inc. (formerly known as Ashland Global Holdings Inc.), a leading, global manufacturer of specialty materials for customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceuticals, since December 31, 2019. Prior to becoming Chairman and Chief Executive Officer, Mr. Novo was an independent director of Ashland, joining the board in May 2019. Mr. Novo served as the President and Chief Executive Officer and a director of Versum Materials, Inc. from 2016 until its sale in 2019. Previously, Mr. Novo served as Executive Vice President, Materials Technologies of Air Products and Chemicals, Inc. from 2014 to 2016, leading the spin-off of Versum Materials from Air Products and Chemicals. He joined Air Products and Chemicals in 2012 as Senior Vice President, Electronics, Performance Materials, Strategy and Technology. Prior to joining Air Products and Chemicals, Mr. Novo was employed by the Dow Chemical Company where he most recently served as Group Vice President, Dow Coating Materials. He began his career in 1986 with Rohm and Haas Company (which merged with Dow in 2009) and held a variety of commercial, marketing, and general management positions, living in South America, the United States and Asia. In 1998, Mr. Novo was named a Vice President at Rohm and Haas, and in 2006 he became a corporate officer and one of five group executives on the corporate leadership team responsible for driving the overall strategy for the company. Mr. Novo served as a director of Versum Materials, Inc. from 2016 to 2019 and as a director of Bemis Company, Inc. from 2018 to 2019 when Bemis was acquired by Amcor plc.
Qualifications:
Mr. Novo’s over 30 years in the specialty chemicals and specialty materials industry brings to the Board extensive understanding of our business, including the perspective of a strategic raw material supplier to the specialty chemicals industry. He also has significant experience and knowledge in the areas of business strategy, mergers and acquisitions in the chemicals industry, global business operations, manufacturing and corporate governance.
Skills, Expertise, and Experience:
Martin H. Richenhagen
Retired Chairman, President and Chief Executive Officer of AGCO Corporation
Independent
Age: 71
Director since: 2007
Term: Nominee, Expires 2025
Professional Experience:
Mr. Richenhagen has been a Director of PPG since 2007. He served as Chairman, President and Chief Executive Officer of AGCO Corporation, an agricultural equipment manufacturer from 2006 through December 2020. From 2004 to 2006, he served as President and Chief Executive Officer of AGCO. From 2003 to 2004, Mr. Richenhagen was Executive Vice President of Forbo International SA, a Swiss flooring materials company. From 1998 to 2003, he was with CLAAS KgaA MbH, a German-based manufacturer of agricultural and forest machinery, serving as Group President from 2000 until 2003. Mr. Richenhagen is also a director of Linde plc and Daimler Truck Holding AG. Mr. Richenhagen was a director of Axios Sustainable Growth Acquisition Corporation from 2022 to 2023 and Praxair, Inc. from 2015 until the closing of its combination with Linde AG in October 2018.
Qualifications:
Mr. Richenhagen led global manufacturing companies for many years. As Chairman, President and Chief Executive Officer of AGCO Corporation, he led a global manufacturer of agricultural equipment with dealers and distributors in more than 140 countries worldwide. Mr. Richenhagen brings considerable international business experience to the Board, having served as a senior executive at multinational companies located in Europe and the United States.
Skills, Expertise, and Experience:
Christopher N. Roberts III
Executive Vice President and General Manager, Global Food and Beverage of Ecolab Inc.
Independent
Age: 61
Director since: 2023
Term: Nominee, Expires 2025
Professional Experience:
Mr. Roberts has been a Director of PPG since October 2023. He has served as Executive Vice President and General Manager, Global Food and Beverage of Ecolab Inc., a global leader in water, hygiene and infection prevention solutions and services, since November 24, 2020. Mr. Roberts joined Ecolab in October 2020 as Executive Vice President, Strategic Initiatives. Prior to joining Ecolab, Mr. Roberts was an executive at Land O’Lakes, Inc., a member-owned cooperative and one of America’s premier agribusiness and food companies, serving as Executive Vice President and Chief Customer Officer from September 2019 to May 2020 and Executive Vice President and Chief Operating Officer, Dairy Foods from February 2017 to August 2019. Previously, Mr. Roberts held leadership roles at Cargill, Incorporated, a world leading provider of food ingredients, agricultural and food service products and financial and technological solutions, including President, Cargill Foodservice North America from 2016 until January 2017; President, Value Added Protein from 2015 to 2016; President, Kitchen Solutions from 2011 to 2015; Group Vice President, Food Products, Corn Milling North America from 2009 to 2011; and Vice President and General Manager, Sweeteners Americas from 2006 to 2009. Prior to Cargill, Mr. Roberts held progressively responsible sales, marketing and general management positions with PepsiCo, Inc.’s Frito-Lay business and with The Coca-Cola Company. During 2020, he was a strategy and growth advisor to MIC Capital Partners, a private equity firm owned by the Mubadala Investment Company, advising senior leadership teams of consumer product-focused companies in the MIC Capital portfolio. Mr. Roberts served as a director of Meredith Corporation from 2019 to 2021, when Meredith was acquired by Gray Television Inc. and IAC Inc.
Qualifications:
Mr. Roberts’s senior leadership roles at several leading, multinational industrial and consumer products companies provides him with substantial operational, marketing, customer relations, retail and branding experience in business-to-business and business-to-consumer settings. He brings to the Board significant experience growing and improving the businesses he has led.
Skills, Expertise, and Experience:
Catherine R. Smith
Chief Financial Officer and Treasurer of Nordstrom, Inc.
Independent
Age: 60
Director since: 2019
Term: Nominee, Expires 2025
Committees of the Board:
Professional Experience:
Ms. Smith has been a Director of PPG since 2019. She has been Chief Financial Officer and Treasurer of Nordstrom, Inc., a leading retailer of apparel, shoes, beauty products, accessories and home goods with over 350 locations, since May 2023. She previously served as Chief Financial and Administrative Officer of Bright Health Group, Inc., a diversified, consumer-focused healthcare company providing a broad range of benefits and services to consumers and care providers in local markets throughout the United States, from January 2020 to May 2023. Prior to joining Bright Health, Ms. Smith was Executive Vice President and Chief Financial Officer of Target Corporation, a customer-centric, omnichannel retailer with approximately 2,000 stores in the United States, from September 2015 to November 2019. From February to December 2014, Ms. Smith was Executive Vice President and Chief Financial Officer of Express Scripts Holding Company, a Fortune 20 company and the United States’ largest pharmacy benefit manager, leaving the company in March 2015. Prior to Express Scripts, Ms. Smith held Chief Financial Officer positions at Walmart International, GameStop Corp., Centex Corp. and others. Ms. Smith is also a director of Baxter International Inc.
Qualifications:
Ms. Smith has significant expertise gained from years of leading the complex finance organizations of some of the largest companies in the United States. Her experience in financial reporting, accounting and internal controls brings valuable expertise to the Board. In addition, Ms. Smith has extensive experience leading retail companies with a national and international footprint similar to that of PPG.
Skills, Expertise, and Experience:
Core Competencies:

Senior Leadership Experience

These directors have experience serving as CEO, CFO or a senior executive having hands-on leadership experience in core management areas, including an understanding of organizational behavior and processes, strategic planning, compliance, values and culture.

Corporate Governance

These directors have experience serving on public company boards and/or an understanding of the dynamics and operation of a corporate board and its relationship with the CEO and senior management as well as knowledge of corporate governance practices and policies and the protection of stakeholder interests.

Risk Management

In light of the Board’s role in risk oversight and overseeing the Company’s enterprise risk management program, these directors have knowledge and experience assessing and managing key risks and overseeing compliance.

Financial Expertise

These directors have the ability to read and understand PPG’s financial statements and have knowledge of the financial reporting processes, internal controls and capital markets, which enables them to monitor and assess the Company’s operating and strategic performance and financing activities.

Strategic Skills:

Manufacturing

At our heart, PPG is a manufacturer. These directors have experience leading a large manufacturing company or the manufacturing function of a large company as such skill is valuable in assessing and overseeing our manufacturing capabilities.

Global Business

We have operations in over 70 countries. These directors possess expertise managing operations, driving business success and developing business strategy in international markets, including an understanding of diverse cultures and economies.

Business Development, Mergers & Acquisitions

PPG has transformed itself into a coatings leader in part through a strategy built on mergers, acquisitions and dispositions. These directors have experience implementing organic and inorganic growth strategies, identification of acquisition targets and integration of acquired businesses.

Sustainability & Environment

To fulfill our purpose to Protect and Beautify the World®, we are committed to creating long-term value and to reducing our environmental impact and that of our customers. We have committed to having 50% of our sales come from sustainably advantaged products by 2030. These directors have expertise implementing strategies to reduce an organization’s environmental impact and creating sustainable value.

Retail

We have over 40 architectural paint brands and thousands of direct-to-consumer points of sale across the world. These directors have experience in the retail or consumer products sectors or with brand development and marketing.

Technology & Innovation

Innovation and commercializing new technologies have been a hallmark of PPG for over 140 years and continue to be critical to maintaining our status as the technology leader in our industry. These directors have experience in technology-related businesses; adopting new technologies; understanding technological change and innovation; or the management of information security.

Digital

Our industry is rapidly moving from an in-person, hands-on model to a digital-first model for everything from sales to color matching to paint mixing. These directors have experience with digital transformation programs that are critical to delivering the speed, agility and insights our business and customers demand.

Human Capital Management

PPG is committed to being a purpose-driven organization where our entire workforce is engaged and can bring their best self to work enabling us to be a more innovative, productive and competitive company. These directors have experience in recruitment, retention, development, compensation and incentivization of senior management and key talent, and experience implementing diversity, equity and inclusion programs.

  Audit Committee
Meetings: 5
Primary Role of this Committee:
The primary role of the Audit Committee is to oversee and review on behalf of the Board of Directors PPG’s processes to provide for the reliability and integrity of the Company’s financial reporting, including the Company’s disclosure practices, risk management processes and internal controls.
Key Responsibilities:
  • oversees our independent auditors and internal auditors
  • reviews audits, annual and quarterly financial statements and accounting and financial controls
  • appoints our independent registered public accounting firm
  • assists the Board in oversight of our compliance with legal and regulatory requirements
  • oversees the risk management process, including cybersecurity and data privacy
The Audit Committee is comprised entirely of directors who are independent under the standards adopted by the Board, the listing standards of the New York Stock Exchange and the applicable rules of the Securities and Exchange Commission. The committee’s charter, which may be accessed on the Corporate Governance section of our website at investor.ppg.com, describes the composition, purposes and responsibilities of the committee. Among other things, the charter provides that the committee will be comprised of independent, non-employee directors.

The functions of the committee are primarily to review with our independent auditors and our internal auditors their respective reports and recommendations concerning audit findings and the scope of and plans for their future audit programs and to review audits, annual and quarterly financial statements and accounting and financial controls. The committee also appoints our independent registered public accounting firm, oversees our internal audit department, assists the Board in oversight of our compliance with legal and regulatory requirements related to financial reporting matters and oversees the risk management process.

The Board has determined that each member of the committee is “financially literate” in accordance with the applicable rules of the New York Stock Exchange. In addition, the Board has determined that all of the members of the committee, including Ms. Smith, the chair of the committee, are “audit committee financial experts” in accordance with the applicable rules of the Securities and Exchange Commission.
  Nominating and Governance Committee
Meetings: 7
Primary Role of this Committee:
The primary role of the Nominating and Governance Committee is to oversee PPG’s corporate governance framework and the composition of PPG’s Board of Directors and the Board’s committees.
Key Responsibilities:
  • reviews the Company’s corporate governance framework, including all significant governance policies and procedures
  • identifies and recommends nominees to stand for election as directors at each annual meeting of shareholders and recommends nominees to fill any vacancies on the Board or executive management team
  • recommends actions to be taken regarding the structure, organization and functioning of the Board, including membership of the Board’s committees
  • develops corporate governance guidelines, including the process and criteria to be used in evaluating the performance of the Board
  • reviews the Company’s policies and practices regarding government affairs, public policy advocacy, and political spending and activities
  • reviews the Company’s environmental, social and governance programs and practices
  • reviews the performance of the Board
  • reviews the performance of the committees of the Board and the adequacy of the committees’ charters
The Nominating and Governance Committee is comprised entirely of directors who are independent under the standards adopted by the Board and the listing standards of the New York Stock Exchange. The committee’s charter, which may be accessed on the Corporate Governance section of our website at investor.ppg.com, describes the composition, purposes and responsibilities of the committee. Among other things, the charter provides that the committee recommends to the Board actions to be taken regarding the structure, organization and functioning of the Board, and the persons to serve as members of the standing committees of, and other committees appointed by, the Board. The charter gives the committee the responsibility to develop and recommend corporate governance guidelines to the Board, to recommend to the Board the process and criteria to be used in evaluating the performance of the Board and to oversee the evaluation of the Board.
  Human Capital Management and Compensation Committee
Meetings: 4
Primary Role of this Committee:
The primary role of the Human Capital Management and Compensation Committee is to oversee the compensation of PPG’s executive officers and directors, to set objectives for incentive-based compensation for our executive officers and to oversee the Company’s human capital management strategies.
Key Responsibilities:
  • approves and administers our compensation plans applicable to our directors and executive officers and establishes their compensation and benefits
  • reviews and approves the goals and objectives relative to the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of these goals
  • reviews and approves the Company’s executive incentive compensation plans and equity compensation plans
  • reviews and recommends to the Board the compensation of the Board of Directors
  • reviews tally sheets that set forth the Company’s total compensation obligations to our senior executives under various scenarios, including retirement, voluntary and involuntary termination and termination in connection with a change in control of PPG
  • reviews the Company’s human capital management strategies in the areas of culture and purpose, employee engagement, development and pay equity
The Human Capital Management and Compensation Committee is comprised entirely of directors who are independent under the standards adopted by the Board and the listing standards of the New York Stock Exchange. The committee’s charter, which may be accessed on the Corporate Governance section of our website at investor.ppg.com, describes the composition, purposes and responsibilities of the committee. Among other things, the charter provides that the committee will be comprised of independent, non-employee directors.

The committee approves, adopts, administers, interprets, amends, suspends and terminates our compensation plans applicable to, and establishes the compensation and benefits of, all of our directors and executive officers. Recommendations regarding compensation of other officers are made by our Chief Executive Officer. The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the committee. The committee can exercise its discretion in modifying any recommended adjustments or awards to executives.

Committee meetings are regularly attended by our Chairman and Chief Executive Officer and Senior Vice President and Chief Human Resources Officer, as well as a representative of the outside compensation consulting firm retained by the committee, FW Cook. At each meeting, the committee meets in executive session. The committee’s chair reports the committee’s recommendations on executive compensation to the Board. The human resources department supports the committee in its duties, along with the Company’s Compensation and Employee Benefits Committee, a committee comprised of members of senior management that may be delegated authority to fulfill certain administrative duties regarding our compensation programs. The committee has authority under its charter to retain, approve fees for and terminate advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.
  Sustainability and Innovation Committee
Meetings: 3
Primary Role of this Committee:
The primary role of the Sustainability and Innovation Committee is to review and provide oversight of programs, initiatives and activities of PPG in the areas of environment, health, safety, technology and sustainability.
Key Responsibilities:
  • reviews with management the Company’s approach to innovation, science and technology, including the Company’s processes, capabilities and plans in relation to its corporate strategies and goals in these areas
  • reviews with management the current status, plans, risks and emerging trends related to the Company’s environment, health, safety, product stewardship and remediation programs that can have a material impact on the Company
  • oversees the Company’s sustainability principles, practices and programs and monitors the Company’s performance against its sustainability goals, including the risks and opportunities to the Company of climate change
The Sustainability and Innovation Committee is comprised entirely of directors who are independent under the standards adopted by the Board. The committee’s charter, which may be accessed on the Corporate Governance section of our website at investor.ppg.com, describes the composition, purposes and responsibilities of the committee. More information about PPG’s sustainability goals, metrics, initiatives and achievements and PPG’s community and employee engagement programs can be found on PPG’s ESG Report website located at sustainability.ppg.com.
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