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2021 Proxy Statement
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Chief Executive Officer of Linde plc
Age: 65
Director since: 2010
Term: Expires 2023
Former Chairman and Chief Executive Officer of Bob Evans Farms, Inc.
Age: 62
Director since: 2019
Term: Nominee, Expires 2024
Executive Chairman of Carrier Global Corporation
Age: 71
Director since: 2012
Term: Expires 2022
Retired Chairman of the Board and Chief Executive Officer of Monsanto Company
Age: 62
Director since: 2005
Term: Expires 2023
Former Group President, North America of The Procter & Gamble Company
Age: 59
Director since: 2016
Term: Expires 2023
Retired Chairman and Chief Executive Officer of Marathon Petroleum Corporation
Age: 67
Director since: 2017
Term: Expires 2022
Chairman and Chief Executive Officer of Trane Technologies plc
Age: 57
Director since: 2015
Term: Nominee, Expires 2024
Former Chief Executive Officer of Agility Fuel Solutions, LLC
Age: 64
Director since: 2020
Term: Expires 2022
Chairman and Chief Executive Officer of PPG Industries, Inc.
Age: 62
Director since: 2015
Term: Expires 2022
Executive Vice President and Chief Marketing Officer Officer of Merck & Co., Inc.
Age: 45
Director since: February 2021
Term: Nominee, Expires 2024
Chairman and Chief Executive Officer of Ashland Global Holdings Inc.
Age: 58
Director since: February 2021
Term: Nominee, Expires 2024
Retired Chairman, President and Chief Executive Officer of AGCO Corporation
Age: 68
Director since: 2007
Term: Nominee, Expires 2024
Chief Financial and Administrative Officer of Bright Health Group, Inc.
Age: 57
Director since: 2019
Term: Nominee, Expires 2024
Diversity of our Directors
Diversity of our Directors
Diversity of our Directors
Skills, Expertise, and Experience of Our Directors
Leadership
Leadership – 13
Leadership
Finance
Finance – 12
Finance
Manufacturing
Manufacturing – 11
Manufacturing
Global
Global – 13
Global
Environment
Environment – 6
Environment
Technology
Technology – 8
Technology
Stephen F. Angel
Chief Executive Officer of Linde plc
Independent
Age: 65
Director since: 2010
Continuing Director—Term Expires in 2023
Professional Experience:

Mr. Angel has been a Director of PPG since 2010. He has been Chief Executive Officer and a director of Linde plc, a global producer and distributor of atmospheric and process gases and high-performance surface coatings, since October 31, 2018 upon the closing of the combination of Praxair, Inc. with Linde AG to form Linde plc. He served as Chairman of the Board, President and Chief Executive Officer of Praxair, Inc. from 2007 until October 31, 2018. Mr. Angel served as President and Chief Operating Officer of Praxair, Inc. from March to December 2006 and as Executive Vice President of Praxair, Inc. from 2001 to 2006. Prior to joining Praxair, Inc., Mr. Angel spent 22 years in a variety of management positions with General Electric Company.

Qualifications:

Mr. Angel has diverse managerial and operational experience within the manufacturing industry. As the Chief Executive Officer of Linde plc and a former senior operating executive at General Electric, Mr. Angel understands the challenges faced by a global manufacturer of diversified products, and his experience provides the Board with insight into sales and marketing and operational matters.

Steven A. Davis
Former Chairman and Chief Executive Officer of Bob Evans Farms, Inc.
Independent
Age: 62
Director since: 2019
Nominee to Serve in a Class Whose Term Expires in 2024
Professional Experience:

Mr. Davis has been a Director of PPG since 2019. From 2006 to 2015, Mr. Davis served as Chairman and Chief Executive Officer of Bob Evans Farms, Inc., an operator of nearly 500 family style restaurants in 18 states and a leading producer and distributor of refrigerated and frozen convenience food items. From 1993 to 2006, Mr. Davis held a variety of senior leadership roles at YUM! Brands, Inc., an operator of over 45,000 KFC, Pizza Hut and Taco Bell restaurants in 140 countries and territories, including president of its Long John Silver’s and A&W All-American Food Restaurants. Mr. Davis is also a director of Albertsons Companies, Inc., American Eagle Outfitters, Inc. and Marathon Petroleum Corporation. Mr. Davis served as a director of Legacy Acquisition Corp. from 2017 to 2020, Sonic Corp. from 2017 to 2018 until Sonic Corp. was acquired by Inspire Brands, Inc. and as a director of Walgreens Boots Alliance from 2009 to 2015.

Qualifications:

Mr. Davis’s experience as Chairman and Chief Executive Officer of Bob Evans Farms and his leadership roles at YUM! Brands provide him with significant operational, marketing, retail and branding experience. He brings to the Board significant experience managing a network of branded retail locations with a focus on customer service.

John V. Faraci
Executive Chairman of Carrier Global Corporation
Independent
Age: 71
Director since: 2012
Continuing Director—Term Expires in 2022
Professional Experience:

Mr. Faraci has been a Director of PPG since 2012. Mr. Faraci became Executive Chairman and a director of Carrier Global Corporation upon its April 2020 separation from United Technologies Corporation. Carrier Global is a leading provider of climate control, refrigeration, fire, security and building automation products. Mr. Faraci retired as Chairman and Chief Executive Officer of International Paper Company, a global manufacturer of paper and packaging products, in December 2014. Mr. Faraci was named Chairman and Chief Executive Officer of International Paper in November 2003. Earlier in 2003, Mr. Faraci was elected President and a director of International Paper. He previously served as Executive Vice President and Chief Financial Officer of International Paper from 2000 to 2003 and as Senior Vice President—Finance and Chief Financial Officer from 1999 to 2000. He is also a director of United States Steel Corporation and ConocoPhillips and served as a director of United Technologies Corporation from 2005 to 2020.

Qualifications:

Mr. Faraci has significant leadership and financial expertise gained from years of service at a large multinational manufacturing companies. He has served as both the Chief Executive Officer and Chief Financial Officer of International Paper Company, where he led a transformation to refocus International Paper on its paper and packaging business. Mr. Faraci's experience repositioning International Paper was instrumental as PPG transformed its business to focus on coatings products. Mr. Faraci also has international operational expertise gained from years of experience leading a large multinational company and his experience leading one of International Paper's former international subsidiaries.

Skills, Expertise, and Experience:
Hugh Grant
Retired Chairman of the Board and Chief Executive Officer of Monsanto Company
Independent Lead Director
Age: 62
Director since: 2005
Continuing Director—Term Expires in 2023
Professional Experience:

Mr. Grant has been a Director of PPG since 2005. Mr. Grant retired as Chairman of the Board and Chief Executive Officer of Monsanto Company, a global provider of technology-based solutions and agricultural products that improve farm productivity and food quality, on June 7, 2018 upon the closing of the merger of Monsanto Company and Bayer AG. Mr. Grant served as Chairman of the Board and Chief Executive Officer of Monsanto Company from 2003 until June 7, 2018. He previously served as Executive Vice President and Chief Operating Officer of Monsanto Company at the time of an initial public offering in 2000 and remained in that position for the subsequent spin-off of the company in 2002.

Qualifications:

Mr. Grant has an extensive background in the global agricultural technology industry, having served in various positions at Monsanto Company, where he was the Chairman of the Board and Chief Executive Officer. Mr. Grant brings to the Board significant leadership, corporate governance, managerial and operational expertise gained from years of experience leading the operations of a large multinational company.

Melanie L. Healey
Former Group President, North America of The Procter & Gamble Company
Independent
Age: 59
Director since: 2016
Continuing Director—Term Expires in 2023
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 from 2007 to 2009. She previously served as President, Global Feminine Care and Adult Care Business 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., Target Corporation 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: 67
Director since: 2017
Continuing Director—Term Expires in 2022
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 has spent over 45 years in a variety of leadership, financial and marketing positions with Marathon Petroleum. From 2011 to 2017, 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.

Michael W. Lamach
Chairman and Chief Executive Officer of Trane Technologies plc
Independent
Age: 57
Director since: 2015
Nominee to Serve in a Class Whose Term Expires in 2024
Professional Experience:

Mr. Lamach has been a Director of PPG since 2015. He has been the Chairman and Chief Executive Officer of Trane Technologies plc since its separation from Ingersoll-Rand plc in February 2020. Trane Technologies is a global leader in climate control and climate-focused innovations for buildings, homes and transportation. Previously, 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. He served as a director of Iron Mountain, Inc. from 2007 to 2015 and currently serves as the Chair of the Board of the National Association of Manufacturers.

Qualifications:

During his career, Mr. Lamach has lead a number of businesses serving different end-use markets, including automotive components, controls, security systems and HVAC systems. As 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 service as the Chair of the Board of the National Association of Manufacturers provides him with keen insight into the challenges facing manufacturers.

Kathleen A. Ligocki
Former Chief Executive Officer of Agility Fuel Solutions, LLC
Independent
Age: 64
Director since: 2020
Continuing Director—Term Expires in 2022
Professional Experience:

Ms. Ligocki has been a Director of PPG since April 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, Lear Corporation and Qell Acquisition Corp. and served 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.

Michael H. McGarry
Chairman and Chief Executive Officer of PPG Industries, Inc.
Age: 62
Director since: 2015
Continuing Director—Term Expires in 2022
Professional Experience:

Mr. McGarry has been a Director of PPG since 2015. Mr. McGarry has been Chairman and Chief Executive Officer of PPG since September 1, 2016. Previously, he served as President and Chief Executive Officer from September 1, 2015 to September 1, 2016, President and Chief Operating Officer from March 2015 until September 1, 2015 and Chief Operating Officer from August 2014 until March 2015. Mr. McGarry has also served as Executive Vice President from 2012 until 2014; Senior Vice President, Commodity Chemicals from 2008 until 2012; Vice President, Coatings, Europe, and Managing Director, PPG Europe from 2006 until 2008; and Vice President, Chlor-Alkali and Derivatives from 2004 to 2006. He joined PPG in 1981. Mr. McGarry is also a director of United States Steel Corporation and served as a director of Axiall Corporation from 2013 through August 2016. He also serves as Chairman of the American Coatings Association.

Qualifications:

Mr. McGarry has been an employee of PPG for 40 years and has served in executive level positions at PPG since 2004. He has served in a variety of key business and functional leadership roles in the United States, Europe and Asia. Mr. McGarry has been at the forefront of PPG’s portfolio transformation, having lead: the acquisition of SigmaKalon; the separation of PPG’s former commodity chemicals business; the acquisition and integration of AkzoNobel’s North American architectural coatings business; the acquisition of Consorcio Comex, S.A. de C.V.; and the dispositions of PPG’s flat glass and fiber glass businesses. Mr. McGarry also has extensive product stewardship, manufacturing and logistics experience gained through years of working in PPG’s former commodity chemicals business.

Michael T. Nally
Executive Vice President and Chief Marketing Officer Officer of Merck & Co., Inc.
Independent
Age: 45
Director since: February 2021
Nominee to Serve in a Class Whose Term Expires in 2024
Professional Experience:

Mr. Nally has been a Director of PPG since February 2021. He has been 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, since January 1, 2019. Mr. Nally co-leads Merck’s human health business and is 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 to 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.

Guillermo Novo
Chairman and Chief Executive Officer of Ashland Global Holdings Inc.
Independent
Age: 58
Director since: February 2021
Nominee to Serve in a Class Whose Term Expires in 2024
Professional Experience:

Mr. Novo has been a Director of PPG since February 2021. He has been Chairman and Chief Executive Officer of Ashland Global Holdings Inc., a leading, global manufacturer of specialty materials for customers in a wide range of consumer and industrial markets, including adhesives, 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.

Martin H. Richenhagen
Retired Chairman, President and Chief Executive Officer of AGCO Corporation
Independent
Age: 68
Director since: 2007
Nominee to Serve in a Class Whose Term Expires in 2024
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. Mr. Richenhagen was a director of Praxair, Inc. from 2015 until the closing of its combination with Linde AG in October 2018 to form Linde plc.

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.

Catherine R. Smith
Chief Financial and Administrative Officer of Bright Health Group, Inc.
Independent
Age: 57
Director since: 2019
Nominee to Serve in a Class Whose Term Expires in 2024
Committees of the Board:
Professional Experience:

Ms. Smith has been a Director of PPG since 2019. She has been 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, since January 2020. 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 PPG’s.

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

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 www.ppg.com/investor, 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
Hugh Grant
Chair

Meetings: 5

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 Board 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 committees
  • develops corporate governance guidelines, including the process and criteria to be used in evaluating the performance of the Board
  • reviews the performance of 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 www.ppg.com/investor, 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.

Officers–Directors Compensation Committee

Meetings: 4

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 Chairman and Chief Executive Officer’s compensation and evaluates the Chairman and 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

The Officers—Directors 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 www.ppg.com/investor, 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 Chairman and 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 our 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.

Technology and Environment Committee

Meetings: 3

Primary Role of this Committee:
The primary role of the Technology and Environment Committee is to review and provide oversight of programs, initiatives and activities of PPG in the areas of science, technology and sustainability.
Key Responsibilities:
  • reviews with management the science and technology capabilities of PPG in relation to its corporate strategies and plans
  • reviews with management technologies that can have a material impact on PPG
  • reviews with management the existing and emerging environment, health, safety, product stewardship and other sustainability issues, that can have a material impact on PPG
  • reviews with management the status of our environment, health, safety, product stewardship and other sustainability policies, programs and practices
The Technology and Environment 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 www.ppg.com/investor, 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 Sustainability Report website located at www.sustainability.ppg.com.
Environment
The directors below all exhibit this skill or qualification:
Skills, Expertise, and Experience of Our Directors
Leadership
Leadership – 13
Leadership
Finance
Finance – 12
Finance
Manufacturing
Manufacturing – 11
Manufacturing
Global
Global – 13
Global
Environment
Environment – 6
Environment
Technology
Technology – 8
Technology
 
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