DEF 14A of PPG Industries Inc
Filed Mar 5, 2026 · FY20250000079879-26-000088
SNAPSHOT OF 2026 DIRECTOR NOMINEES
SNAPSHOT OF 2026 DIRECTOR NOMINEES
SNAPSHOT OF 2026 DIRECTOR NOMINEES
| | | | | Committee Memberships | | | | | Name, Age, Director Since, & Principal Occupation | | Independent | Other Public Company Boards | Audit | Human Capital Management & Compensation | Nominating & Governance | Sustainability & Innovation | | Nominees standing for election at this year’s annual meeting who will serve in a class whose term expires in 2027 | | | | | | | | | | Kathy L. Fortmann, 58, 2024 Chief Executive Officer of Amyris, Inc. | | •FMC Corporation | | | | | | | Melanie L. Healey, 64, 2016 Former Group President, North America of The Procter & Gamble Company | | •Hilton Worldwide Holdings, Inc. •Kenvue Inc. | | | | | | | Gary R. Heminger, 72, 2017 Retired Chairman and Chief Executive Officer of Marathon Petroleum Corporation | | •Fifth Third Bancorp | | | | | | | Timothy M. Knavish, 60, 2022 Chairman and Chief Executive Officer of PPG Industries, Inc. | | •Rockwell Automation, Inc. | | | | | | | Michael W. Lamach, 62, 2015 Retired Executive Chair and Chief Executive Officer of Trane Technologies plc | | •Columbus McKinnon Corporation •Honeywell International Inc. •Nucor Corporation | | | | | | | Kathleen A. Ligocki, 69, 2020 Former Chief Executive Officer of Agility Fuel Solutions, LLC | | •Carpenter Technology Corporation •Lear Corporation | | | | | | | Michael T. Nally, 50, 2021 Chief Executive Officer and Director of Generate Biomedicines, Inc. and CEO-partner of Flagship Pioneering | | •Generate Biomedicines, Inc. | | | | | | | Guillermo Novo, 63, 2021 Chairman and Chief Executive Officer of Ashland Inc. | | •Ashland Inc. | | | | | | | Christopher N. Roberts III, 63, 2023 Senior Vice President, Global SH&E of Ecolab Inc. | | •None | | | | |
SNAPSHOT OF 2026 DIRECTOR NOMINEES
| 2026 Proxy Statement | 3 |
SNAPSHOT OF 2026 DIRECTOR NOMINEES
| | | | | Committee Memberships | | | | | Name, Age, Director Since, & Principal Occupation | | Independent | Other Public Company Boards | Audit | Human Capital Management & Compensation | Nominating & Governance | Sustainability & Innovation | | | Todd M. Schneider, 58, January 2026 President and Chief Executive Officer of Cintas Corporation | | •Cintas Corporation | | | | | | | Catherine R. Smith, 62, 2019 Executive Vice President, Chief Financial Officer of Starbucks Corporation | | •Boston Scientific Corporation | | | | | | | Leon J. Topalian, 57, July 2025 Chair, President and Chief Executive Officer of Nucor Corporation | | •Nucor Corporation | | | | |
SNAPSHOT OF 2026 DIRECTOR NOMINEES
| | Member | | Chair |
SNAPSHOT OF 2026 DIRECTOR NOMINEES
| 4 | investor.ppg.com |
Director Nominees
Director Nominees Twelve directors are nominated for election to serve until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified or their earlier retirement or resignation. It is intended that the shares represented by each proxy will be voted, in the discretion of the proxies, FOR the nominees for directors set forth below, each of whom is an incumbent, or for any substitute nominee or nominees designated by our Board of Directors in the event any nominee or nominees become unavailable for election. In the event that an incumbent director receives a greater number of votes against their election than votes for such election, they are required to tender their resignation for consideration by the Nominating and Governance Committee of the Board of Directors in accordance with our Bylaws, as under “Director Resignation Policy.” The principal occupations of, and certain other information regarding, the nominees and our continuing directors are set forth below. In addition, information about each director’s specific experience, attributes and skills that led the Board to the conclusion that each of the directors is highly qualified to serve as a member of the Board is set forth below. The Board believes that each of the Company’s directors is highly qualified to serve as a member of the Board. Each of our directors has contributed to the mix of skills, core competencies and qualifications of the Board. Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we
Director Nominees
| 2026 Proxy Statement | 17 |
Director Nominees
believe are highly relevant positions with some of the most admired organizations in the world. Many of our directors also benefit from an intimate knowledge of our operations and corporate philosophy. The Board believes that each director’s service as the chair, chief executive officer, president, chief financial officer, group president or senior vice president of a well-respected company has provided the directors with skills that are important to serving on our Board. The Board has also considered the fact that all of our directors have worked for, or served on the boards of directors of, a variety of companies in a wide range of industries. Specifically, the Board has noted that our directors have skills that, among others, have made them particularly suited to serve as a director of PPG. Our directors’ skills that are specifically related to PPG’s strategy are illustrated in the skills matrix beginning on page 13. The Board believes that through their varying backgrounds, our directors bring a wealth of experiences, new ideas and solutions to our Board. Our Corporate Governance Guidelines require that any director who has attained the age of 75 retire at the next annual meeting following the director’s 75th birthday. In 2025, the Board increased the mandatory retirement age of our directors from 72 to align with the prevailing practice of other S&P 500 companies. At the 2022 Annual Meeting, PPG’s shareholders voted in favor of a Board-sponsored proposal to declassify the Board of Directors. On May 13, 2022, PPG’s Articles of Incorporation were amended to provide that all directors would be elected annually beginning at the 2025 Annual Meeting. The directors to be elected at the 2026 Annual Meeting will be elected to serve a one-year term. If elected, each director will hold office until the 2027 Annual Meeting and until their successor is elected and qualified or their earlier retirement or resignation.
Director Nominees
| | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. Vote Required Each director nominee who receives a majority of the votes cast (the number of shares voted “for” the director must exceed 50% of the votes cast with respect to that director) at the Annual Meeting will be elected as a director. |
Director Nominees
| 18 | investor.ppg.com |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| KATHY L. FORTMANN | | | | | | | | | | | Chief Executive Officer of Amyris, Inc. Independent Age: 58 Director of PPG Since: 2024 Committees: Audit; Sustainability and Innovation | | | Professional Experience | | | | | | | | | | | Amyris, Inc. (Since May 2024) •Chief Executive Officer (from May 2024) ACOMO N.V. (2021 until 2023) •Chief Executive Officer International Flavors & Fragrances Inc. (2020 until 2021) •Division President of Nourish •Division Chief Executive Officer, Taste and Head, Taste Strategy and Cross Fertilization FrieslandCampina (2017 until 2019) •Business Group President Cargill, Incorporated (2005 to 2017) •President of Business Services (from 2014 to 2017) •President of Cargill Starches and Sweeteners, Europe (from 2011 to 2014) •Vice President of Global Polyols and Dextrose and European Lead, Health and Nutrition (from 2007 to 2011) E.I. Dupont de Nemours, Inc. (1989 to 2005) •Various leadership positions | | | | | | | | | | | Other Directorships | | | | | | | | | | | •FMC Corporation •Director of ACOMO N.V. (from 2021 to 2023) •James Finlay Limited (private) (from 2019 to 2021) | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | Ms. Fortmann has 35 years of industry experience across the specialty and fine chemicals, food ingredients and agriculture industries. Her senior leadership roles at several leading, multinational companies provides her with extensive experience managing global business operations. With over 30% of PPG’s sales in the Europe, Middle East and Africa region and increasing sales of sustainably advantaged products, her experience leading businesses in Europe and businesses with a sustainability focus provides valuable expertise to the Board. | | | | | | | | | | | Skills | | | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| MELANIE L. HEALEY | | | | | | | | | | Former Group President, North America of The Procter & Gamble Company Independent Age: 64 Director of PPG Since: 2016 Committees: Nominating and Governance; Human Capital Management and Compensation | | | Professional Experience | | | | | | | | | | The Procter & Gamble Company (1990 to 2015) •President and Advisor to the Chairman and Chief Executive Officer (from January to June 2015) •Group President, North America (from 2009 to 2015) •Group President, Global Feminine and Health Care (from 2007 to 2009) •President, Global Feminine Care and Adult Care (from 2005 to 2007) •Vice President and General Manager, Feminine Care North America (from 2001 to 2005) S. C. Johnson & Son, Inc. and Johnson & Johnson •Various leadership positions | | | | | | | | | | Other Directorships | | | | | | | | | | •Hilton Worldwide Holdings Inc. •Kenvue Inc. •Target Corporation (from 2015 to 2023) •Verizon Communications Inc. (from 2011 to 2024) | | | | | | | Expertise Provided to the Board | | | | | | | | | | 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 | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| GARY R. HEMINGER | | | | | | | | | | | Retired Chairman and Chief Executive Officer of Marathon Petroleum Corporation Independent Age: 72 Director of PPG Since: 2017 Committees: Human Capital Management and Compensation; Nominating and Governance | | | Professional Experience | | | | | | | | | | | Marathon Petroleum Corporation (1975 to 2020) •Chairman and Chief Executive Officer (retired in April 2020) •Chief Executive Officer (from 2011 to 2020) •Chairman of the Board (from 2016 to 2020) •President and Chief Executive Officer, Marathon Petroleum Corporation (from 2011 to 2020) Marathon Oil Corporation •Executive Vice President – Downstream (from 2001 to 2011) Marathon Petroleum Company LLC •President (from 2001 to 2011) Marathon Ashland Petroleum •Executive Vice President, Supply, Transportation and Marketing (from January to September 2001) •Senior Vice President, Business Development (from 1999 to 2001) •Vice President, Business Development (from 1998 to 1999) MPLX GP LLC •Chairman of the Board and Chief Executive Officer (from 2012 to 2020) | | | | | | | | | | | Other Directorships | | | | | | | | | | | •Fifth Third Bancorp | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | 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 | | | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| TIMOTHY M. KNAVISH | | | | | | | | | | | Chairman and Chief Executive Officer of PPG Industries, Inc. Age: 60 Director of PPG Since: 2022 Committees: None | | | Professional Experience | | | | | | | | | | | PPG Industries, Inc. (Since 1987) •Chairman and Chief Executive Officer (since October 1, 2023) •President and Chief Executive Officer (from January 1, 2023 to October 1, 2023) •Chief Operating Officer (from March 1, 2022 to December 31, 2022) •Executive Vice President (from 2019 to 2022) •Senior Vice President, Architectural Coatings and President, PPG EMEA (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) •Vice President, Automotive Coatings, Americas (from March 2010 through July 2012) | | | | | | | | | | | Other Directorships | | | | | | | | | | | •Rockwell Automation, Inc. | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | 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 all of PPG’s 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 developing and implementing PPG’s enterprise growth strategy and positioning PPG for increased organic growth. Mr. Knavish also has led PPG’s efforts to enhance PPG’s sales capabilities and digital offerings. | | | | | | | | | | | Skills | | | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| MICHAEL W. LAMACH | | | | | | | | | | | Retired Executive Chair and Chief Executive Officer of Trane Technologies plc Independent Lead Director Age: 62 Director of PPG Since: 2015 Committees: Human Capital Management and Compensation; Nominating and Governance | | | Professional Experience | | | | | | | | | | | Trane Technologies plc (2021) •Executive Chair (from July 1, 2021 until December 31, 2021) •Chairman and Chief Executive Officer (February 2020 to July 1, 2021) Ingersoll-Rand (2004 to 2020) •Chairman and Chief Executive Officer (from 2010 to 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) •President of the Security Technologies Sector (from February 2004 to June 2008) Johnson Controls (1987 to 2004) •Various leadership positions | | | | | | | | | | | Other Directorships | | | | | | | | | | | •Columbus McKinnon Corporation •Honeywell International Inc. •Nucor Corporation •Iron Mountain, Inc. (from 2007 to 2015) •National Association of Manufacturers (former Chair of the Board) | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | 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 also has experience evaluating business portfolios and transforming businesses. His 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 | | | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| KATHLEEN A. LIGOCKI | | | | | | | | | | | Former Chief Executive Officer of Agility Fuel Solutions, LLC Independent Age: 69 Director of PPG Since: 2020 Committees: Nominating and Governance; Human Capital Management and Compensation | | | Professional Experience | | | | | | | | | | | Agility Fuel Solutions, LLC (2015 to 2019) •Chief Executive Officer Harvest Power, Inc. (2014 to 2015) •President and Chief Executive Officer Kleiner Perkins Caufield & Byers (2012 to 2014) •Operating Partner Next Autoworks (2010 to 2012) •President and Chief Executive Officer and a director Pine Lake Partners (2008 to 2010) •Principal GS Motors (2008 to 2009) •President and Chief Executive Officer Tower Automotive (2003 to 2007) •Chief Executive Officer Ford Motor Company, United Technologies Corporation, General Motors Corporation •Various leadership positions | | | | | | | | | | | Other Directorships | | | | | | | | | | | •Carpenter Technology Corporation •Lear Corporation •Qell Acquisition Corp. (from October 2020 to December 2021) •Ashland Inc. (from 2004 to 2014) | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | 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 | | | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| MICHAEL T. NALLY | | | | | | | | | | | Chief Executive Officer and Director of Generate Biomedicines, Inc. and CEO-partner of Flagship Pioneering Independent Age: 50 Director of PPG Since: 2021 Committees: Audit; Sustainability and Innovation | | | Professional Experience | | | | | | | | | | | Generate Biomedicines, Inc. (Since 2021) •Chief Executive Officer (since March 31, 2021) •CEO-partner of Flagship Pioneering Merck & Co., Inc. (2003 to 2021) •Executive Vice President and Chief Marketing Officer (from January 2019 to March 31, 2021) •President, Global Vaccines (from September 2016 to January 2019) •Managing Director, United Kingdom and Ireland (from January 2014 to August 2016) | | | | | | | | | | | Other Directorships | | | | | | | | | | | •Generate Biomedicines, Inc. | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | Mr. Nally’s leadership experience in the pharmaceutical industry and with the use of artificial intelligence brings to the Board extensive understanding of the research and development process and the importance of product innovation to growth. At Merck, he was responsible for developing Merck’s growth strategy and commercialization model. He also has valuable experience commercializing new technologies and marketing products to consumers. Mr. Nally has also managed significant global businesses for a multinational company. | | | | | | | | | | | Skills | | | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| GUILLERMO NOVO | | | | | | | | | | | Chairman and Chief Executive Officer of Ashland Inc. Independent Age: 63 Director of PPG Since: 2021 Committees: Human Capital Management and Compensation; Sustainability and Innovation | | | Professional Experience | | | | | | | | | | | Ashland Inc. (since 2019) •Chairman and Chief Executive Officer (since December 31, 2019) Versum Materials, Inc. (2016 to 2019) •President and Chief Executive Officer Air Products and Chemicals, Inc. (2012 to 2016) •Executive Vice President, Materials Technologies (from 2014 to 2016) •Senior Vice President, Electronics, Performance Materials, Strategy and Technology (from 2012 to 2014) Dow Chemical Company (2009 to 2012) •Group Vice President, Dow Coating Materials Rohm and Haas Company (1986 to 2009) •Various leadership positions | | | | | | | | | | | Other Directorships | | | | | | | | | | | •Ashland Inc. •Bemis Company, Inc. (from 2018 to 2019) •Versum Materials, Inc. (from 2016 to 2019) | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | Mr. Novo’s over 35 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 | | | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| CHRISTOPHER N. ROBERTS III | | | | | | | | | | | Senior Vice President, Global SH&E of Ecolab Inc. Independent Age: 63 Director of PPG Since: 2023 Committees: Audit; Sustainability and Innovation | | | Professional Experience | | | | | | | | | | | Ecolab Inc. (Since 2020) •Senior Vice President, Global SH&E (Safety, Health and Environment) (since September 2024) •Executive Vice President and General Manager, Global Food and Beverage (from November 2020 to August 2024) •Executive Vice President, Strategic Initiatives (from October 2020 to November 2020) Land O’Lakes, Inc. (2017 to 2019) •Executive Vice President and Chief Customer Officer (from September 2019 to May 2020) •Executive Vice President and Chief Operating Officer, Dairy Foods (from 2017 to 2019) Cargill, Incorporated (2006 to 2017) •President, Cargill Foodservice North America (from 2016 to 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) •Vice President and General Manager, Sweeteners Americas (from 2006 to 2009) MIC Capital Partners (2020) •Strategy and Growth Advisor PepsiCo, Inc. and The Coca-Cola Company •Various leadership positions | | | | | | | | | | | Other Directorships | | | | | | | | | | | •Meredith Corporation (from 2019 to 2021) | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | 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. His role overseeing Ecolab’s safety, health and environment programs will provide the Board and the Sustainability and Innovation Committee with timely and practical insight and perspective on the matters overseen by the Committee. | | | | | | | | | | | Skills | | | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| TODD M. SCHNEIDER | | | | | | | | | President and Chief Executive Officer of Cintas Corporation Independent Age: 58 Director of PPG Since: January 2026 Committees: Nominating and Governance; Sustainability and Innovation | | | Professional Experience | | | | | | | | | Cintas Corporation (Since 1989) •President Chief Executive Officer (since June 2021) •Executive Vice President and Chief Operating Officer (July 2018 to May 2021) •President and Chief Operating Officer of the Rental Division (from June 2013 to June 2018) •Senior Vice President of the Sales and Rental Division •Chief Operating Officer of the Document Management Division •Vice President of Sales of the Midwest/South Central Region Rental Division | | | | | | | | | Other Directorships | | | | | | | | | •Cintas Corporation | | | | | | Expertise Provided to the Board | | | | | | | | | Mr. Schneider has over 35 years of experience with Cintas, a customer-focused company with over one million clients. He brings to the Board valuable experience leading sales and marketing organizations centered on technical and customer service. He also has experience leading the operations of a global company with nearly 500 facilities servicing approximately 16,000 customer routes. His expertise will contribute to our Board’s oversight of our operations, customer relations, marketing and sales teams’ progress. | | | | | | | | | Skills | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| CATHERINE R. SMITH | | | | | | | | | | | Executive Vice President, Chief Financial Officer of Starbucks Corporation Independent Age: 62 Director of PPG Since: 2019 Committees: Audit; Nominating and Governance Committee | | | Professional Experience | | | | | | | | | | | Starbucks Corporation (Since March 2025) •Executive Vice President, Chief Financial Officer Nordstrom, Inc. (2023 to March 2025) •Chief Financial Officer and Treasurer Bright Health Group, Inc. (2020 to 2023) •Chief Financial and Administrative Officer (from January 2020 to May 2023) Target Corporation (2015 to 2019) •Executive Vice President and Chief Financial Officer (from 2015 to 2019) Express Scripts Holding Company (2014 to 2015) •Executive Vice President and Chief Financial Officer (from February 2014 to December 2014) Walmart International, GameStop Corp., Centex Corp. •Various lead financial officer positions | | | | | | | | | | | Other Directorships | | | | | | | | | | | •Boston Scientific Corporation •Baxter International Inc. (from 2017 to February 2026) | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | 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 and disclosure, accounting, risk management 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 | | | | | | | | | | | | | | | | | | | | |
Nominees Standing for Election to Hold Office Until the 2027 Annual Meeting
| LEON J. TOPALIAN | | | | | | | | | | | Chair, President and Chief Executive Officer of Nucor Corporation Independent Age: 57 Director of PPG Since: July 2025 Committees: Audit; Sustainability and Innovation | | | Professional Experience | | | | | | | | | | | Nucor Corporation (Since 1996) •Chairman, President Chief Executive Officer (since September 2022) •President and Chief Executive Officer (from January 2020 to September 2022) •President and Chief Operating Officer (from September 2019 to December 2019) •Executive Vice President of Beam and Plate Products (from June 2017 to August 2019) •Vice President (from 2013 through May 2017) | | | | | | | | | | | Other Directorships | | | | | | | | | | | •Nucor Corporation | | | | | | | | Expertise Provided to the Board | | | | | | | | | | | Mr. Topalian has nearly 30 years of experience with Nucor, the largest and most diversified steel and steel products producer in North America. He has a thorough understanding of manufacturing and operations that provides valuable expertise to our Board in assessing PPG’s operations and capital needs. In addition, Nucor is a consumer of coatings products and sells its products to many of the same end-use markets as PPG, bringing a valuable perspective to the Board. He also has extensive experience growing businesses through joint ventures, strategic acquisitions and large-scale organic growth projects. | | | | | | | | | | | Skills | | | | | | | | | | | | | | | | | | | | |
Compensation of Directors
Compensation of Directors
Directors Compensation (2025)
Directors Compensation (2025)
Directors Compensation (2025)
| | FEES EARNED OR PAID IN CASH ($)(1) | | | | | | NAME | ANNUAL RETAINER | COMMITTEE CHAIRPERSON FEES | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | K. L. Fortmann | $135,000 | $— | $185,074 | $6,000 | $326,074 | | M. L. Healey | $135,000 | $25,000 | $185,074 | $— | $345,074 | | G. R. Heminger | $135,000 | $25,000 | $185,074 | $10,000 | $355,074 | | M. W. Lamach | $135,000 | $40,000 | $185,074 | $20,000 | $380,074 | | K. A. Ligocki | $135,000 | $— | $185,074 | $— | $320,074 | | M. T. Nally | $135,000 | $— | $185,074 | $— | $320,074 | | G. Novo | $135,000 | $20,000 | $185,074 | $— | $340,074 | | M. H. Richenhagen(4) | $33,750 | $— | $— | $— | $33,750 | | C. N. Roberts III | $135,000 | $— | $185,074 | $— | $320,074 | | T.M. Schneider(5) | $— | $— | $— | $— | $— | | C. R. Smith | $135,000 | $30,000 | $185,074 | $— | $350,074 | | L.J. Topalian(6) | $95,748 | $— | $139,265 | $— | $235,013 |
Directors Compensation (2025)
(1)Fees include an annual cash retainer of $135,000, plus an additional cash retainer for each committee chair and for the Lead Director. For 2025, the annual retainer for service as a committee chair or as the Lead Director was as follows: $40,000 for the Lead Director; $30,000 for the chair of the Audit Committee; $25,000 for the chair of each of the Nominating and Governance Committee and the Human Capital Management and Compensation Committee; and $20,000 for the chair of the Sustainability and Innovation Committee. (2)In April 2025, each director, other than Messrs. Topalian, Schneider and Richenhagen, received 1,849 time-based restricted stock units, or TBRSUs. The TBRSUs will vest on April 15, 2026, and the grant date fair value of each TBRSU grant was $100.09. Dollar values represent the grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Topic 718. The assumptions made in calculating the grant date fair values are set forth in Note 19 to our Financial Statements for the year ended December 31, 2025, which is located in our Annual Report on Form 10-K. As of December 31, 2025, each non-employee director, other than Messrs. Topalian, Schneider and Richenhagen, had 1,849 unvested TBRSUs. Mr. Topalian had 1,210 TBRSUs as of December 31, 2025, and Messrs. Schneider and Richenhagen had none. (3)Amounts in this column reflect donations made by the PPG Industries Foundation under our charitable awards program. The PPG Industries Foundation matches donations up to $10,000 per year in most cases made by a director in any one year. However, matching payments by the PPG Industries Foundation may be paid in a year subsequent to the donation depending on the timing of the director's donation during the year and the timing of the PPG Industries Foundation's verification process. This may result in matching payments that exceed $10,000 in one year. For additional information regarding charitable awards, see "Charitable Awards Program". (4)Mr. Richenhagen retired as a director on April 17, 2025. (5)Mr. Schneider was not a director during 2025. He was elected to the Board, effective January 14, 2026. (6)Mr. Topalian was elected as a director effective July 16, 2025. Mr. Topalian received a prorated retainer of $95,748 and 1,210 TBRSUs. The TBRSUs have a grant date fair value of $115.10 and vest on April 15, 2026.
CD&A Roadmap
| Performance | How Did We Perform? •Net sales from continuing operations of $15.9 billion •Generated organic sales of 2%, exceeding the market which declined slightly •Adjusted earnings per diluted share of $7.58, a decrease of 4% versus 2024 •Operating cash flow of $1.9 billion, up $500 million year over year; returned $1.4 billion to shareholders in the form of share repurchases and dividends •Company net income margin of 9.9%, an increase of 140 basis points year over year, and adjusted EBITDA margin of 17.3% •Segment margin of 16.5% and segment EBITDA margin of 19.3%, a decrease of 60 basis points year over year •Achieved our adjusted cash flow from operating activities target but fell short of our adjusted earnings per diluted share from continuing operations and our organic sales growth targets | | Compensation Determination | How Do We Determine Compensation? •Based on our pay-for-performance philosophy •Executive Compensation is approved by our independent Human Capital Management and Compensation Committee •We utilize general industry and comparator group data that is intended to be representative of the market in which we compete most directly for executive talent and pay is set at or near the market median | | Risk Management | How Do We Address Risk? •Our officers are subject to stock ownership requirements •Our officers may not engage in securities transactions that are contrary to the interests of shareholders •Executive officers are subject to a compensation recovery policy •Incentive plans are appropriately weighted between short-term and long-term performance and cash and equity using multiple award types and performance measures | | Executive Compensation | How Do We Pay Our Executives? •Our executive officers receive three forms of long-term incentive compensation—stock options, performance-based RSUs and total shareholder return contingent shares—which together constitute an executive’s total long-term incentive compensation •Our annual compensation policies reflect our pay for performance philosophy with over 76% of our named executive officers’ pay tied to performance •Our executive officers receive two forms of annual compensation—base salary and annual incentive awards—which together constitute an executive’s total annual compensation | | Say-on-Pay | Why You Should Approve Our Say on Pay •Base salary and annual incentive targets for our executive officers are established annually to maintain parity with the competitive market for executives in comparable positions and are set at or near the market median •Our shareholders overwhelmingly approved the compensation of our named executive officers, with approximately 93% of shareholder votes cast in favor of our 2025 say-on-pay resolution •Our compensation program is heavily weighted toward pay for meeting performance objectives and increasing PPG’s stock price |
CD&A Roadmap
*Adjusted net income and adjusted earnings per share from continuing operations as calculated for purposes of determining incentive compensation excludes one half of the full year earnings impact of foreign currency translation versus the Company’s plan, which represented an exclusion of $40 million and $0.13 per share, respectively for 2025, $2 million and $0.01 per share, respectively, for 2024 and $43 million and $0.17 per share, respectively, for 2023.. Adjusted earnings per diluted share from continuing operations and adjusted net income from continuing operations are not recognized financial measures determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and should not be considered a substitute for earnings per diluted share or net income or other financial measures as computed in accordance with U.S. GAAP. PPG’s management considers this information useful in providing insight into the Company’s ongoing performance because it excludes the impact of items that cannot reasonably be expected to recur on a quarterly basis or that are not attributable to our primary operations. A Regulation G reconciliation of adjusted earnings per diluted share from continuing operations and adjusted net income from continuing operations to reported earnings per diluted share from continuing operations and net income from continuing operations is included in Annex A to this Proxy Statement. •Our business demonstrated resilience in a challenging industrial macro environment. We achieved our 2025 adjusted cash flow from operating activities target, but we fell short of our adjusted earnings per diluted share from continuing operations and our organic sales growth targets. As a result, annual incentive awards paid to executive officers ranged from 59% to 93% of target. Our total shareholder return over the past three years, when measured against the S&P 500, was in the 19th percentile resulting in no payment for long-term TSR share awards. •Between 71% and 84% of the named executive officers’ target total direct compensation opportunity for 2025 was in the form of performance-based variable compensation and long-term incentives motivating them to deliver strong business performance and create shareholder value. •Base salary and annual incentive targets for our executive officers are established annually to maintain parity with the competitive market for executives in comparable positions. Target total annual compensation for each position is set at or near the market median. •PPG’s compensation programs are reviewed annually to identify any inherent material risks to PPG created by these programs. Based on the results of the 2025 review, we concluded that the design of our compensation programs does not encourage our employees to take unnecessary or excessive risks that could harm the long-term value of PPG.
Compensation Philosophy and Objectives
| Base Salary | Annual Incentive Awards | Long-Term, Equity-Based Incentives | | Attract and retain executive officers by offering cash compensation that is competitive with that offered by similarly situated companies and rewarding outstanding personal performance | Promote and reward the achievement of short-term objectives that our Board of Directors and management believe will lead to long-term growth in shareholder value | Closely align the interests of executive officers with those of our shareholders by making long-term incentive compensation dependent upon the Company’s financial performance and total shareholder return |
Annual Compensation Programs
For purposes of establishing the 2025 executive compensation program, the Human Capital Management and Compensation Committee considered a competitive analysis of total direct compensation levels and compensation mixes for our executive officers using information from: •three general industry surveys in which management participates: the 2024 Aon Radford Associates TCM Executive Total Compensation Survey, the 2024 WTW CDB and the 2024 FW Cook Executive Compensation Survey; and •comparison company median data from a comparator group consisting of 22 companies. The comparator group used in 2024 to set 2025 compensation was:
Annual Compensation Programs
Our comparator group is intended to be representative of the market in which we compete most directly for executive talent. The selection of companies comprising our comparator group is based on similarity in revenue size, lines of business, participation in global markets and market capitalization. The peer group is constructed to target PPG near the median of the composite ranking of the financial and operating metrics of the companies in the comparator group. As of July 2024, when then comparator group was approved by the Human Capital Management and Compensation Committee, PPG was ranked in the 46th percentile of the comparator group based on net revenue and market capitalization. The Human Capital Management and Compensation Committee annually reviews this group of companies with our independent executive compensation consultant, FW Cook, to ensure that it remains an appropriate benchmark for PPG. We target the median levels of compensation to derive our market value. The competitive analysis showed that the 2025 target total direct compensation for the Company’s named executive officers was on average positioned within the market median range, which we define as within 20% of the median. In addition, the Human Capital Management and Compensation Committee annually reviews a tally sheet of each executive officer’s compensation. Each tally sheet includes detailed data for each of the following compensation elements: •Annual compensation: Information regarding base salary and annual incentive targets for the current year; •Long-term incentive awards: Information regarding all equity-based awards, whether vested or unvested, including total pre-tax value to the executive and holdings relative to our stock ownership requirements; •Benefits and perquisites: Line item summary showing the annualized cost to the Company of health and welfare benefits, life insurance and perquisites;
Compensation Program Design Mitigates Risk
Compensation Program Design Mitigates Risk Annually, PPG management undertakes a review of all of PPG’s compensation programs to identify any inherent material risks to PPG created by these programs. The framework used to identify any potential risks that could be incentivized by our compensation programs was developed with input from members of our human resources, finance, and legal functions and our independent executive compensation consultant, FW Cook. Based on the results of the 2025 review, we concluded that the design of our compensation programs does not encourage our employees to take unnecessary or excessive risks that could harm the long-term value of PPG. Features of our compensation programs and practices that mitigate risk include, among other things: (i) incentive plans that are appropriately weighted between short-term and long-term performance and cash and equity; (ii) long-term incentives that consist of a mix of stock options, performance-based restricted stock units and total shareholder return contingent shares, which provides for a balanced mix of performance measures; (iii) ranges of performance and multiple performance targets are utilized to determine incentive compensation payouts, rather than a single performance target that provides an “all or nothing” basis for compensation; (iv) maximum payouts are in place in our incentive compensation programs to limit excessive payments; (v) determination of incentive compensation payouts is subject to managerial approval and/or Human Capital Management and Compensation Committee discretion; and (vi) our executive officers are subject to a recoupment policy in the event of a financial restatement affecting their incentive compensation payout. The results of this review are shared with the Human Capital Management and Compensation Committee. In addition, the following design elements of our compensation program mitigate potential risks. •Our officers are subject to stock ownership requirements, as discussed below. •Our officers may not engage in transactions that are contrary to the interests of shareholders, such as “short sales,” “short sales against the box,” “put” and “call” options and hedging transactions designed to minimize an executive’s risk inherent in owning PPG stock. In addition, officers may not hold PPG stock in a margin account and may not pledge PPG stock as collateral for a loan. •Executive officers are subject to a compensation recovery policy that is designed to recoup incentive compensation when a financial restatement occurs. •We provide limited perquisites to our executive officers. •We provide tax gross-ups and tax reimbursements to our named executive officers in limited situations related to costs incurred for international assignments.
Our Policies with Respect to the Granting of Equity Awards
Our Policies with Respect to the Granting of Equity Awards Equity awards may be granted by either the Human Capital Management and Compensation Committee or its delegate. The Human Capital Management and Compensation Committee only delegates authority to grant equity awards to employees who are not executive officers, and only in aggregate amounts not exceeding amounts approved by the Human Capital Management and Compensation Committee. The Board generally does not grant equity awards, although the Human Capital Management and Compensation Committee regularly reports its activity, including approval of grants, to the Board. Timing of Grants and Option Exercise Price. Equity award grant values are determined in February at a regularly scheduled meeting of the Human Capital Management and Compensation Committee, and generally further grants are not made for the remainder of the year. These meetings occur approximately one month after the release of our earnings for the immediately preceding year. Annual equity awards are granted on the third business day after the filing of the Company’s Annual Report on Form 10-K based on grant values approved by the Human Capital Management and Compensation Committee at its February meeting. On limited occasions, grants may occur on an interim basis, primarily for the purpose of approving a compensation package for a newly hired or promoted executive officer. These grants are made on the second Friday of the second month of the quarter after the hire or promotion date; provided, however, that if the date of hire or promotion would fall within a Company imposed blackout period, the grant date will be the first business day following such blackout period. The timing of these grants is driven solely by the activity related to the need for hiring or promotion, not our stock price or the timing of any release of Company information. The exercise price of a newly granted stock option is the closing price on the New York Stock Exchange on the date of grant.
Change In Control Agreements
Change In Control Agreements We have agreements in place with each of the executive officers named in the Summary Compensation Table providing for their continued employment for a period of up to three years in the event of an actual or threatened change in control of PPG (as “change in control” is defined in the agreements). We believe that these agreements serve to maintain the focus of our senior executives and ensure that their attention, efforts and commitment are aligned with maximizing the success of PPG and shareholder value. These agreements avoid distractions involving executive management that arise when the Board is considering possible strategic transactions involving a change in control and assure continuity of executive management and objective input to the Board when it is considering any strategic transaction. For additional information concerning our change in control agreements, see “Potential Payments Upon Termination or Change in Control.”
Annual Compensation
Base Salary. Based on the Human Capital Management and Compensation Committee’s review of the applicable compensation data as discussed above, in February 2025 the Human Capital Management and Compensation Committee set base salaries effective March 1, 2025 for all executive officers in relation to the market value for comparable positions. Mr. Knavish’s annual base salary did not change in 2025. Mr. Morales received a base salary increase of $13,000. Ms. Foulkes received a base salary increase of $10,000. Mr. Bergström received a base increase of $11,355 calculated based on the December 31, 2025 Swiss Franc (i.e., CHF) exchange close rate. Mr. Braun received a base salary increase of $9,000. Annual Incentive Awards. In February 2025, the Human Capital Management and Compensation Committee established annual incentive awards primarily based on target levels set for each executive officer and pre-established, short-term performance objectives. On an annual basis, the Human Capital Management and Compensation Committee establishes a target annual incentive award for each executive officer based on the executive’s position and the market value of comparable positions in our comparator group. For 2025, this target, when expressed as a percentage of base salary, was as follows for each of the executive officers named in the Summary Compensation Table: Mr. Knavish, 160%; Mr. Morales, 100%; Ms. Foulkes, 90%; Mr. Bergström, 80%, and Mr. Braun, 80%. The amount of an executive’s actual annual incentive award, in relation to the executive’s target opportunity, is determined on the basis of achievement of short-term performance objectives. The performance objectives for Mr. Knavish, Mr. Morales, Ms. Foulkes and Mr. Braun include specific financial targets for Company performance (weighted 50%), a weighted business unit composite (weighted 30%) and personal performance (weighted 20%). The performance objectives for Mr. Bergström include specific financial targets for Company performance (weighted 30%), business performance (weighted 50%) and personal performance (weighted 20%). Annual incentive compensation of PPG’s executives and senior managers is partially (20%) based on personal goals that tie to overall corporate business goals, with the remainder based on Company and business financial performance. Included in the named executive officer performance review are sustainability metrics that are aligned with business growth objectives and appropriate employee metrics that are aligned to their business unit or function. The potential payout of the Company performance component of the annual incentive is based on a pre-determined schedule recommended by management and approved by the Human Capital Management and Compensation Committee. The schedule corresponds to various levels of potential Company financial performance measured by adjusted earnings per diluted share from continuing operations (weighted 50%), adjusted cash flow from operating activities (weighted 20%), and organic sales growth (weighted 30%), assuming the minimum adjusted earnings per diluted share from continuing operations threshold is met. The maximum payout of this component under the schedule is 220% of target. In assessing Company performance against objectives, the Human Capital Management and Compensation Committee considers reported results against the approved target objectives, taking into consideration whether significant uncontrollable and unforeseen events or economic obstacles or more favorable circumstances impacted the Company’s results. Adjustments that are applied to determine the corporate component of the annual incentive are typically consistent with the non-GAAP adjustments reported in our quarterly financial statements, but the adjustments applied by the Human Capital Management and Compensation Committee may differ depending on the circumstances. The assessment of Company performance determines the percentage of the target award that will be awarded to each executive for the Company performance component of the annual incentive award. For 2025, as described below, the Human Capital Management and Compensation Committee exercised discretion and approved certain non-operating adjustments to the 2025 reported earnings per diluted share from continuing operations and cash flow from continuing operations targets, consistent with guidelines established previously by the Human Capital Management and Compensation Committee and the non-GAAP adjustments reported in our quarterly financial statements. In the past, select adjustments have related to items such as legacy litigation or legacy environmental remediation, accounting rule changes and major business portfolio changes, including planned restructuring initiatives. Beginning with the calculation of the 2022 annual incentive award, one half of the earnings impact (positive or negative) of foreign currency translation versus plan is applied as an adjustment to earnings per diluted share. In February 2025, the Human Capital Management and Compensation Committee approved a financial performance standard for the Company component of the award of $7.90 adjusted earnings per diluted share from continuing operations, adjusted cash flow from operating activities of $1,746 million, and organic sales growth of 3.3%. If achieved, this standard would generate 100% of the target bonus for the Company component of the award. The approved performance standard for 2025 included a threshold adjusted earnings per diluted share from continuing operations of $5.92, below which no bonus would be paid, regardless of the adjusted cash flow from operating activities or the sales increase from organic sales growth. The committee also set threshold cash flow from continuing operations performance of $1,310 million and a threshold for organic sales growth of 0.8%. In addition, the approved performance standard for 2025 included a maximum bonus opportunity of 220% if adjusted earnings per diluted share
Approved 2025 Performance Components
targets and reduced its injury and illness rate to a record low; however, its spill and release rate increased over 2024. He provided strong leadership of the Executive Committee, positively influencing the results of the Company. Finally, employee engagement increased for the tenth year in a row. The Board viewed Mr. Knavish’s performance as strong against the 2025 objectives the Board set for him. Mr. Morales led the finance organization. During 2025, he focused significant effort on improving cash flow, improving margins and implementing restructuring actions. For 2025, the Company had operating cash flow of $1.9 billion, up $500 million year over year, and returned $1.4 billion to shareholders in the form of dividends and share repurchases. The Company’s net income margin was 9.9%, an increase of 140 basis points year over year; however, year-over-year aggregate segment margins declined 60 basis points driven by margin expansion in the Industrial Coatings and Global Architectural Coatings segments, offset by margin compression in the Performance Coatings segment. Operating working capital as a percentage of fourth quarter sales, annualized for 2025, was higher than 2024 by 200 basis points, and selling, general and administrative costs as a percentage of sales for 2024 increased by 30 basis points compared to 2024. He led the Company’s efforts to contain costs, delivering about $75 million from restructuring actions, including the impact of acquisition-related synergies. Mr. Morales performed strongly as a member of the Executive Committee, positively influencing the results of the Company. The Human Capital Management and Compensation Committee viewed his performance as strong against the 2025 objectives set for him. Ms. Foulkes led the legal, communications and government affairs organizations. She managed litigation, compliance, communications, government affairs and environmental matters globally for the Company. In addition, she led the legal aspects of the Company’s acquisition and divestiture activities. Her department was responsible for securing the recovery of legal fees in a significant intellectual property matter, the favorable settlement of several claims and certain insurance recoveries. Engagement scores for the Law Department were among the highest in the Company. Ms. Foulkes performed effectively as a member of the Executive Committee, positively influencing the results of the Company. The Human Capital Management and Compensation Committee viewed her performance as effective against the 2025 objectives set for her. Mr. Bergström led the Global Architectural Coatings segment. Architectural coatings EMEA organic sales decreased by a low single-digit percentage year over year due to lower sales volumes partially offset by higher selling prices. Architectural coatings Latin America and Asia Pacific organic sales increased by a low single-digit percentage during the year primarily due to higher selling prices partially offset by lower sales volumes. In Mexico, retail demand for architectural coatings was solid and project-related spending continued to improve throughout the year. Segment income decreased $79 million year over year primarily due to wage and other cost inflation and lower sales volumes, partially offset by higher selling prices and cost reductions, including restructuring savings. During 2025, Mr. Bergström led initiatives to increase sales of sustainable products, refurbish stores and increase the penetration of customer loyalty programs and the use of digital tools. The Human Capital Management and Compensation Committee viewed his performance as effective against the 2025 objectives set for him. Mr. Braun led the global Operations function. During 2025, the Operations function made progress reducing manufacturing complexity across the Company and improved productivity by over $100 million. He led initiatives to implement digital tools into plant operations and oversaw several critical productivity projects. Mr. Braun oversaw the highly successful go-live of a new ERP system in the protective and marine coatings business. He provided leadership to his staff responsibilities for the global Procurement and EH&S organizations. The Procurement organization was successful in keeping the Company’s overall raw material costs relatively flat despite previously enacted tariffs and anti-dumping duties. While the Company’s injury and illness rate improved versus the prior year, the Company failed to achieve its spill and release rate target for 2025. The Human Capital Management and Compensation Committee viewed his performance as strong against the 2025 objectives set for him. Business unit short-term performance objectives and their assessment are specific to each particular business and are based on earnings before interest and taxes, working capital and organic sales growth. The overall assessment of business performance determines the percentage of target paid to applicable executives for the business component of the annual incentive award. For 2025, we assessed the performance of 12 defined businesses against the criteria discussed above. Actual payouts of the business performance component ranged from 20% to 150% of target. The business performance component payout for our executive officer named in the Summary Compensation Table who has business unit performance included in their annual incentive award was 20% based on the performance of the specific businesses for which they were responsible. Mr. Bergström’s business performance component was based on the results of architectural coatings EMEA, Latin America, and Asia Pacific businesses and resulted in a payment at 20% of target.
Approved 2025 Performance Components
The level of achievement of corporate, composite business unit and personal performance objectives for 2025 for Messrs. Knavish, Morales, Braun and Ms. Foulkes corresponded to payouts of 93%, 93%, 93% and 87% of target, respectively. The level of achievement of business, corporate and personal performance objectives for 2025 for Mr. Bergström corresponded to a payout of 59% of target. The annual incentive awards actually paid to each of these executives for 2025 are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Historical annual incentive awards for these executive officers for the years that they have been named executive officers have ranged from 56% to 184% of target. Annual incentive awards are payable in cash, except for any executive who has been subject to PPG’s stock ownership policy for more than five years at their current requirement level and has not met the ownership requirement. For these executives, 20% of their annual incentive is paid in PPG stock, which is restricted from sale for a period of two to five years, and 100% of the vested shares delivered from the performance-based restricted stock unit award and total shareholder return share award are restricted from sale for a minimum of one year and until the requirement is met. U.S.-based participants are entitled to defer part or all of an annual incentive award under our Deferred Compensation Plan. For additional information concerning our Deferred Compensation Plan, see “Deferred Compensation Opportunities.”
Long-Term Incentive Compensation
Long-Term Incentive Compensation Our Human Capital Management and Compensation Committee believes that long-term incentive compensation is an important component of our program because it has the effect of retaining executives, aligning executives’ financial interests with the interests of shareholders and incentivizing achievement of PPG’s long-term strategic goals. Payment of long-term incentive awards is based solely on Company performance. Grants are targeted at levels that approximate market value for comparable positions, utilizing the same compensation data used for setting total annual compensation. Each February, the Human Capital Management and Compensation Committee reviews and approves equity-based compensation for that year to be granted to executive officers. Three types of long-term incentive awards are granted annually to executive officers: •Stock options; •Total Shareholder Return contingent shares, or TSR shares; and •Performance-based Restricted Stock Units, or PBRSUs. The number of stock options, TSR shares and PBRSUs granted to executive officers is intended to represent an estimated potential value that, when combined with total annual compensation, as discussed above, will approximate the market value of total annual and long-term compensation paid to executives in our comparator group and in a cross-section of general industrial companies represented in nationally-recognized executive compensation surveys. These types of long-term incentive awards were selected to provide a program that focuses on different aspects of long-term performance: stock price appreciation, total return to shareholders and earnings per share growth and cash flow return on capital. The estimated potential value of the awards granted to each executive officer is delivered equally through each instrument, so that approximately one-third of the value of the total award is in stock options, one-third is in performance-based RSUs, and one-third is in TSR shares. The Human Capital Management and Compensation Committee selected equal distribution to emphasize its view that each of the three equity-based vehicles serves a particular purpose and is equally important in supporting our long-term compensation strategy. Stock Options. Stock options provide our executive officers with the opportunity to purchase and maintain an equity interest in PPG and to share in the appreciation of the value of our stock. All stock options granted to executive officers in 2025 were granted from our shareholder-approved Omnibus Incentive Plan. Some features of our stock option program include: •Options become exercisable on the third anniversary of the date of grant; •The term of each grant does not exceed ten years; •The exercise price is equal to the closing market price on the date of grant (we do not backdate or grant discounted stock options); •We do not grant options with “reload” or “restored” provisions; and •Repricing of stock options is prohibited. We continue to use stock options as a long-term incentive because stock options focus the management team on delivering levels of Company financial performance over a longer term that contribute to shareholder value. For
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
additional information concerning the timing of grants of stock options, see “Our Policies with Respect to the Granting of Equity Awards.” In February 2025, the following stock options were awarded to each of the executive officers named in the Summary Compensation Table: Mr. Knavish, 111,348; Mr. Morales, 34,417; Ms. Foulkes,16,196; Mr. Bergström, 12,147; and Mr. Braun, 12,147. Such awards are consistent with our program to distribute long-term incentive awards equally among three different equity-based vehicles, as discussed above. TSR Shares. TSR shares represent a contingent share grant that is made at the beginning of a three-calendar-year performance period and vests on the last day of the performance period. The grant is settled in a combination of cash and shares of PPG common stock at the end of the performance period. The award amount generated by the grant is based on PPG’s total shareholder return relative to the S&P 500 comparison group. This comparison group represents the entire S&P 500 Index as it existed at the beginning of the performance period, excluding any companies that have been removed from the Index because they ceased to be publicly traded during the performance period. The calculation of total shareholder return assumes that all dividends were reinvested. Summarized below are the material provisions of the TSR share program:
Long-Term Incentive Compensation
| BASIS OF PAYOUT | PERFORMANCE PERIOD | VESTING AND PAYOUT OF BENEFIT | | •Total shareholder return of PPG compared to total shareholder return for S&P 500 companies (as described above) •Payout is 0% to 200% of original TSR shares awarded | •3 calendar years | •Vest on last day of performance period •Settled in a combination of cash and shares at end of performance period •Dividend equivalents are awarded at the end of the performance period, based on the actual number of shares earned and paid |
Long-Term Incentive Compensation
| PPG TSR | GRANT PAYOUT | | 90th percentile | 200% | | 80th percentile | 175% | | 70th percentile | 150% | | 60th percentile | 125% | | 50th percentile | 100% | | 40th percentile | 75% | | 30th percentile | 50% |
Long-Term Incentive Compensation
If minimum performance is not achieved, no payment is made with respect to the TSR share grant. If performance is above target, payment may exceed the original number of contingent TSR shares awarded. Target performance is set at the 50th percentile rank. The minimum and maximum number of shares that may be issued upon settlement of a TSR share grant ranges from 0% to 200% of the original number of contingent TSR shares awarded. Dividend equivalents are awarded at the end of the performance period, based on the actual number of shares earned and paid to an executive. TSR shares are intended to reward executives only when we provide a greater long-term return to shareholders relative to a percentage of the comparison set of companies, which is consistent with our pay-for-performance compensation philosophy. In February 2025, the following TSR shares were awarded to each of the executive officers named in the Summary Compensation Table: Mr. Knavish, 32,055; Mr. Morales, 9,908; Ms. Foulkes, 4,663; Mr. Bergström 3,497; and Mr. Braun, 3,497. Such awards are consistent with our program to distribute long-term incentive awards equally among three different equity-based vehicles, as discussed above under “Long-Term Incentive Compensation.” The performance period for the TSR shares granted in 2023 ended on December 31, 2025. PPG’s total shareholder return was measured against that of the S&P 500 (as described above) over the three-year period ending December 31, 2025. PPG’s ranking on this performance measure was at the 19th percentile, resulting in payouts at 0.0% of target. Had payouts been made, these would have been distributed 50% in shares of PPG common stock and 50% in cash with the cash payment calculated based on the average PPG stock closing price during the month of December 2025. Payouts to the executive officers named in the Summary Compensation Table for the 2023 TSR
Long-Term Incentive Compensation
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Long-Term Incentive Compensation
grants were zero. Such share payouts, if earned, would have vested in December 2025 and are reflected in the Option Exercises and Stock Vested table as zero. Performance-based RSUs. Performance-based RSUs, or PBRSUs, represent a contingent share grant that is made at the beginning of a three-calendar-year performance period and vests on the last day of the performance period. If we achieve certain pre-determined performance thresholds, payment is settled in shares of PPG common stock in the February immediately after the end of the three-year performance period. The performance criteria for each year in the three-year performance period were growth in adjusted earnings per diluted share and 11% cash flow return on capital, taking into account the same adjustment categories utilized by the Human Capital Management and Compensation Committee in determining adjusted earnings per diluted share for purposes of annual incentive awards (see “Annual Incentive Awards” above). The adjusted earnings per diluted share growth portion of the PBRSU awards utilizes a linear payment scale that is calculated annually as shown below:
Long-Term Incentive Compensation
| Adjusted EPS Growth (Annual) | | | Achievement Level | Payout Factor | | < 5.0% | 0.0% | | 5.0% | 50.0% | | 6.0% | 60.0% | | 7.0% | 70.0% | | 8.0% | 80.0% | | 9.0% | 90.0% | | >= 10.0% | 100.0% |
Long-Term Incentive Compensation
Achievement of 10% growth in adjusted earnings per diluted share is required to receive 100% of the original share grant. A payout scale is not applied to the cash flow return on capital goal, which requires achievement of 11% for this goal to be met each year. Performance against the adjusted earnings per diluted share goal and the cash flow return on capital goal are calculated annually, and the annual payout for each goal is weighted equally over the three-year period. If minimum performance is not achieved, no shares are issued with respect to the grant. If performance is above target, the number of shares issued may exceed the original number of contingent shares awarded. The minimum and maximum number of shares that may be issued upon settlement of a PBRSU award ranges from 0% to 200% of the original number of contingent shares awarded, depending on the goals attained during the three-year period. No dividend equivalents are awarded on performance-based RSUs. By including performance-based RSUs in the long-term incentive mix, executives are rewarded when financial performance objectives are achieved over an extended period of time. Summarized below are the material provisions of the performance-based RSUs:
Long-Term Incentive Compensation
| BASIS OF PAYOUT | PERFORMANCE PERIOD | VESTING AND PAYOUT OF BENEFIT | | Performance Goals: •Greater than 5.0% growth in adjusted earnings per diluted share •11% cash flow return on capital Payout is 0% to 200% of original PBRSU shares awarded | •3 calendar years | •Vest on last day of performance period •Settled in shares in the February immediately after the end of performance period •No dividend equivalents are awarded |
Long-Term Incentive Compensation
In February 2025, the following PBRSUs were awarded to each of the executive officers named in the Summary Compensation Table: Mr. Knavish, 32,055; Mr. Morales, 9,908; Ms. Foulkes, 4,663; Mr. Bergström 3,497; and Mr. Braun, 3,497. Such awards are consistent with our program to distribute long-term incentive awards equally among three different equity-based vehicles, as discussed above under “Long-Term Incentive Compensation.”
Long-Term Incentive Compensation
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PBRSU Performance Measures for 2023-2025 Performance Period
PBRSU Performance Measures for 2023-2025 Performance Period The performance period for the PBRSUs granted in 2023 ended on December 31, 2025. For the 2023 grants, the payout was at 120.0% of target. Specifically, the results were as follows:
PBRSU Performance Measures for 2023-2025 Performance Period
| | Result | Payout Factor | Portion of Performance Cycle | Payout % Achieved | | Adjusted EPS Growth | | | | | | 2023 | 26.8% | 100.0% | 1/3 | 33.3% | | 2024 | 6.0% | 60.0% | 1/3 | 20.0% | | 2025 | (5.2)% | —% | 1/3 | —% | | | | | | 53.3% | | Cash Flow ROC | | | | | | 2023 | 15.4% | 100.0% | 1/3 | 33.3% | | 2024 | 12.6% | 100.0% | 1/3 | 33.3% | | 2025 | 10.0% | —% | 1/3 | —% | | | | | | 66.7% | | Total Performance-based RSU payout | | | | 120.0% |
PBRSU Performance Measures for 2023-2025 Performance Period
The Company made share payouts to the executive officers named in the Summary Compensation Table for the 2023 PBRSU grants as follows: Mr. Knavish, 25,408; Mr. Morales, 10,054; Ms. Foulkes, 4,865; Mr. Bergström 1,986; and Mr. Braun, 1,830. Such payouts, which vested in December 2025, are reflected in the Option Exercises and Stock Vested table.
Deferred Compensation Opportunities and Retirement Plans
The Board believes that PPG’s executive compensation program aligns the interests of our executives with those of our shareholders. Our executive compensation is based on our pay for performance philosophy, which emphasizes executive performance measures that correlate closely with the achievement of both shorter-term performance objectives and longer-term shareholder value creation. At the 2025 Annual Meeting, we held a shareholder advisory vote on the compensation of our named executive officers, commonly referred to as a say-on-pay vote. Our shareholders overwhelmingly approved the compensation of our named executive officers, with approximately 93% of shareholder votes cast in favor of our 2025 say-on-pay resolution. Following its review of this vote, the Human Capital Management and Compensation Committee recommended to the full Board that we retain our general approach to executive compensation, with an emphasis on short-term and long-term incentive compensation that rewards our executive officers when they deliver value for our shareholders. Consistent with this philosophy: •Our performance metrics are focused on increasing shareholder value and are tied to measures impacting both shorter-term and longer-term performance. Shorter-term performance metrics include adjusted earnings per diluted share from continuing operations, cash flow from operating activities and organic sales growth. Longer-term performance metrics include total shareholder return, adjusted earnings per diluted share growth, adjusted cash flow return on capital and stock price appreciation. •Payment of long-term incentive awards is based solely on Company performance. We have three-year award and payout cycles for both performance-based restricted stock units and total shareholder return shares. We also have three-year vesting for stock options.
Summary Compensation Table (2023-2025)
Summary Compensation Table (2023-2025)
Summary Compensation Table (2023-2025)
| NAME AND POSITION | YEAR | SALARY(2) | STOCK AWARDS(3) | OPTION AWARDS(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION(5) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(6) | ALL OTHER COMPENSATION(7) | TOTAL | | T. M. Knavish | 2025 | $1,300,000 | $7,333,542 | $3,666,690 | $1,924,000 | $317,929 | $342,861 | $14,885,022 | | Chairman and Chief Executive Officer | 2024 | $1,283,333 | $5,833,471 | $2,916,930 | $1,320,000 | $(59,721) | $430,456 | $11,724,469 | | | 2023 | $1,200,000 | $4,999,561 | $2,500,188 | $3,200,000 | $312,592 | $260,614 | $12,472,955 | | V. J. Morales | 2025 | $845,833 | $2,266,752 | $1,133,352 | $785,000 | $325,375 | $146,507 | $5,502,819 | | Senior Vice President and Chief Financial Officer | 2024 | $830,000 | $2,066,719 | $1,033,424 | $565,000 | $(69,594) | $190,268 | $4,615,817 | | | 2023 | $800,000 | $2,066,808 | $1,033,338 | $1,475,000 | $320,582 | $94,710 | $5,790,438 | | A. M. Foulkes | 2025 | $683,333 | $1,066,802 | $533,334 | $534,000 | $198,610 | $117,108 | $3,133,187 | | Senior Vice President Legal and Special Projects | 2024 | $663,333 | $1,066,812 | $533,411 | $375,000 | $(25,768) | $142,100 | $2,754,888 | | | 2023 | $600,833 | $1,000,110 | $500,026 | $995,000 | $196,624 | $70,802 | $3,363,395 | | K. H. Bergström(1) | 2025 | $728,614 | $800,044 | $400,001 | $346,000 | $— | $191,499 | $2,466,158 | | Senior Vice President, Global Architectural Coatings | 2024 | $625,689 | $600,248 | $300,060 | $244,655 | $— | $251,005 | $2,021,657 | | K. D. Braun(1) | 2025 | $587,500 | $800,044 | $400,001 | $436,000 | $97,875 | $98,620 | $2,420,040 | | Senior Vice President, Operations | | | | | | | | |
Summary Compensation Table (2023-2025)
(1)Mr. Bergström was not a named executive officer in 2023. Mr. Braun was not a named executive officer in 2024 and 2023. (2)The annual salaries as of January 1, 2025 and as of the annual salary increase date of March 1, 2025 were: Mr. Knavish, no increase and remained at $1,300,000; Mr. Morales, $835,000 and $848,000; Ms. Foulkes, $675,000 and $685,000; Mr. Bergström, 570,000 CHF and 579,000 CHF (base and bonus paid in CHF and converted to USD using the December 31, 2025 exchange rate of 1.26167); Mr. Braun, $580,000 and $589,000. The annual salaries as of January 1, 2024 and as of the annual salary increase date of March 1, 2024 were: Mr. Knavish, $1,200,000 and $1,300,000; Mr. Morales, $805,000 and $835,000; Ms. Foulkes, $605,000 and $675,000 and Mr. Bergström, 566,115 CHF and 579,848 CHF (base and bonus paid in CHF and converted to USD using the December 31, 2024 exchange rate of 1.10205) . The annual salaries as of January 1, 2023 and as of the annual salary increase date of March 1, 2023 were: Mr. Knavish, $900,000 and $1,200,000; Mr. Morales, $775,000 and $805,000; and Ms. Foulkes, $580,000 and $605,000. (3)The amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718 for grants occurring in the fiscal years ended December 31, 2025, 2024 and 2023 of performance-based restricted stock units, or PBRSUs, and performance-based total shareholder return contingent shares, or TSRs, granted as part of the long-term incentive components of our compensation program described on pages 66 through 69. The assumptions used in calculating these amounts for 2025 are set forth in Note 19 to our Financial Statements for the year ended December 31, 2025 which is located in our Annual Report on Form 10-K. PBRSUs and TSRs are subject to performance conditions, and the grant date fair value shown is based on performance at target levels, which is the probable outcome of such conditions. The value of these awards made in the fiscal year ended December 31, 2025 assuming that the highest level of performance conditions will be achieved, is as follows: Mr. Knavish $14,667,086; Mr. Morales, $4,533,504; Ms. Foulkes, $2,133,602; Mr. Bergström, $1,600,087; and Mr. Braun, $1,600,087. (4)The amounts in this column represent the grant date fair value computed in accordance with FASB ASC Topic 718 for stock option grants occurring in the fiscal years ended December 31, 2025, 2024 and 2023 as part of the long-term incentive component of our compensation program described on pages 66 through 69. The assumptions used in calculating these amounts are set forth in Note 19 to our Financial Statements for the year ended December 31, 2025, which is located inf our Annual Report on Form 10-K. (5)The amounts in this column reflect the dollar value of annual incentive awards for 2025, 2024 and 2023, as described on pages 62 through 66. (6)The amounts in this column reflect the actuarial increase in the present value of the named executive officer’s benefits under our qualified and non-qualified pension plans, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements, except that retirement age is assumed to be normal retirement age as defined in the applicable plan. (7)Includes all other compensation as described in the table entitled “All Other Compensation Table” on page 73.
Summary Compensation Table (2023-2025)
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Grants of Plan Based Awards (2025)
Grants of Plan Based Awards (2025)
Grants of Plan Based Awards (2025)
| | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | | ALL OTHER OPTION AWARDS: | | ALL OTHER STOCK AWARDS: | | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | NUMBER OF SECURITIES UNDERLYING (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH)(2) | NUMBER OF SECURITIES UNDERLYING (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(3) | | T. M. Knavish | N/A | $208,000 | $2,080,000 | $4,388,800 | | | | | | | | | | | 25-Feb-25 | | | | | | | | 111,348 | $114.39 | | $3,666,690 | | | 25-Feb-25 | | | | 5,343 | 32,055 | 64,110 | U | | | | $3,666,771 | | | 25-Feb-25 | | | | 16,028 | 32,055 | 64,110 | T | | | | $3,666,771 | | V. J. Morales | N/A | $84,800 | $848,000 | $1,789,280 | | | | | | | | | | | 25-Feb-25 | | | | | | | | 34,417 | $114.39 | | $1,133,352 | | | 25-Feb-25 | | | | 1,651 | 9,908 | 19,816 | U | | | | $1,133,376 | | | 25-Feb-25 | | | | 4,954 | 9,908 | 19,816 | T | | | | $1,133,376 | | A. M. Foulkes | N/A | $61,650 | $616,500 | $1,300,815 | | | | | | | | | | | 25-Feb-25 | | | | | | | | 16,196 | $114.39 | | $533,334 | | | 25-Feb-25 | | | | 777 | 4,663 | 9,326 | U | | | | $533,401 | | | 25-Feb-25 | | | | 2,332 | 4,663 | 9,326 | T | | | | $533,401 | | K. H. Bergström | N/A | $58,441 | $584,406 | $1,233,097 | | | | | | | | | | | 25-Feb-25 | | | | | | | | 12,147 | $114.39 | | $400,001 | | | 25-Feb-25 | | | | 583 | 3,497 | 6,994 | U | | | | $400,022 | | | 25-Feb-25 | | | | 1,749 | 3,497 | 6,994 | T | | | | $400,022 | | K. D. Braun | N/A | $47,120 | $471,200 | $973,028 | | | | | | | | | | | 25-Feb-25 | | | | | | | | 12,147 | $114.39 | | $400,001 | | | 25-Feb-25 | | | | 583 | 3,497 | 6,994 | U | | | | $400,022 | | | 25-Feb-25 | | | | 1,749 | 3,497 | 6,994 | T | | | | $400,022 |
Grants of Plan Based Awards (2025)
U – PBRSUs. Estimated future payouts relate to the performance period of 2025 through 2027. For additional information concerning the material terms of these PBRSU grants, see pages 66 through 67. T – TSR Shares. Estimated future payouts relate to the performance period of 2025 through 2027. For additional information concerning the material terms of these TSR grants, see pages 65 through 66. (1)The amounts in these columns reflect the minimum payment level, if an award is achieved, the target payment level and the maximum payment level under our annual incentive award program. For additional information concerning our annual incentive award program, see pages 62 through 66. (2)The exercise price of option awards is the closing sale price of PPG common stock reported for the date of grant on the New York Stock Exchange. Option awards vest on the third anniversary of the date of grant. For additional information concerning stock option awards, see pages 66 through 67. (3)Refer to Note 19 to our Financial Statements for the year ended December 31, 2025, which is located in our Annual Report on Form 10-K, for the relevant assumptions used to determine the valuation of stock-based compensation awards.
Grants of Plan Based Awards (2025)
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Outstanding Equity Awards at Fiscal Year-End (2025)
Outstanding Equity Awards at Fiscal Year-End (2025)
Outstanding Equity Awards at Fiscal Year-End (2025)
| | OPTION AWARDS | | | | | | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION VEST DATE | OPTION EXPIRATION DATE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS NOT VESTED (#)(1)(2) | | PERFORMANCE PERIOD | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS NOT VESTED ($)(3) | | T. M. Knavish | 14,814 | | $109.74 | 20-Feb-22 | 19-Feb-29 | 21,663 | U | 2024-2026 | $2,219,591 | | | 21,278 | | $119.52 | 19-Feb-23 | 18-Feb-30 | 32,055 | U | 2025-2027 | $3,284,355 | | | 19,929 | | $136.60 | 17-Feb-24 | 16-Feb-31 | 10,224 | T | 2024-2026 | $1,047,551 | | | 25,554 | | $151.87 | 16-Feb-25 | 15-Feb-32 | 16,028 | T | 2025-2027 | $1,642,229 | | | | 67,115 | $125.74 | 1-Jan-26 | 31-Dec-32 | | | | | | | | 66,551 | $142.65 | 21-Feb-27 | 20-Feb-34 | | | | | | | | 111,348 | $114.39 | 25-Feb-28 | 24-Feb-35 | | | | | | V. J. Morales | 5,200 | | $95.00 | 17-Feb-19 | 16-Feb-26 | 7,675 | U | 2024-2026 | $786,381 | | | 12,600 | | $101.50 | 15-Feb-20 | 14-Feb-27 | 9,908 | U | 2025-2027 | $1,015,174 | | | 17,072 | | $116.32 | 14-Feb-21 | 13-Feb-28 | 3,622 | T | 2024-2026 | $371,110 | | | 19,259 | | $109.74 | 20-Feb-22 | 19-Feb-29 | 4,954 | T | 2025-2027 | $507,587 | | | 30,397 | | $119.52 | 19-Feb-23 | 18-Feb-30 | | | | | | | 26,193 | | $136.60 | 17-Feb-24 | 16-Feb-31 | | | | | | | 27,380 | | $151.87 | 16-Feb-25 | 15-Feb-32 | | | | | | | | 26,605 | $131.04 | 15-Feb-26 | 14-Feb-33 | | | | | | | | 23,578 | $142.65 | 21-Feb-27 | 20-Feb-34 | | | | | | | | 34,417 | $114.39 | 25-Feb-28 | 24-Feb-35 | | | | | | A. M. Foulkes | 12,159 | | $119.52 | 19-Feb-23 | 18-Feb-30 | 3,962 | U | 2024-2026 | $405,947 | | | 12,527 | | $136.60 | 17-Feb-24 | 16-Feb-31 | 4,663 | U | 2025-2027 | $477,771 | | | 10,952 | | $151.87 | 16-Feb-25 | 15-Feb-32 | 1,870 | T | 2024-2026 | $191,600 | | | | 12,874 | $131.04 | 15-Feb-26 | 14-Feb-33 | 2,332 | T | 2025-2027 | $238,937 | | | | 12,170 | $142.65 | 21-Feb-27 | 20-Feb-34 | | | | | | | | 16,196 | $114.39 | 25-Feb-28 | 24-Feb-35 | | | | | | K. H. Bergström | 4,430 | | $105.39 | 17-Apr-20 | 16-Apr-27 | 2,229 | U | 2024-2026 | $228,383 | | | 4,200 | | $109.74 | 20-Feb-22 | 19-Feb-29 | 3,497 | U | 2025-2027 | $358,303 | | | 4,350 | | $119.52 | 19-Feb-23 | 18-Feb-30 | 1,052 | T | 2024-2026 | $107,788 | | | 3,600 | | $136.60 | 17-Feb-24 | 16-Feb-31 | 1,749 | T | 2025-2027 | $179,203 | | | 3,650 | | $151.87 | 16-Feb-25 | 15-Feb-32 | 544 | (4) | | $55,738 | | | | 5,600 | $131.04 | 15-Feb-26 | 14-Feb-33 | | | | | | | | 6,846 | $142.65 | 21-Feb-27 | 20-Feb-34 | | | | | | | | 12,147 | $114.39 | 25-Feb-28 | 24-Feb-35 | | | | | | K. D. Braun | 4,000 | | $109.74 | 20-Feb-22 | 19-Feb-29 | 2,229 | U | 2024-2026 | $228,383 | | | 3,650 | | $119.52 | 19-Feb-23 | 18-Feb-30 | 3,497 | U | 2025-2027 | $358,303 | | | 3,600 | | $136.60 | 17-Feb-24 | 16-Feb-31 | 1,052 | T | 2024-2026 | $107,788 | | | 3,650 | | $151.87 | 16-Feb-25 | 15-Feb-32 | 1,749 | T | 2025-2027 | $179,203 | | | | 5,150 | $131.04 | 15-Feb-26 | 14-Feb-33 | | | | | | | | 6,846 | $142.65 | 21-Feb-27 | 20-Feb-34 | | | | | | | | 12,147 | $114.39 | 25-Feb-28 | 24-Feb-35 | | | | |
Outstanding Equity Awards at Fiscal Year-End (2025)
U – PBRSUs. For additional information concerning the material terms of these PBRSU grants, see pages 68 through 69. T – TSR shares. For additional information concerning the material terms of these TSR grants, see pages 67 through 68. (1)Included in this item are PBRSUs for all NEOs granted on February 21, 2024 and February 25, 2025 that will vest if earned, upon final certification of results in the first quarters of 2027 and 2028, respectively, based on the financial performance conditions of PPG's three-year earnings per share growth and cash flow return on capital, subject to Committee approval. Based on PPG's performance in fiscal year 2025 relative to the performance criteria, our current period to date results for the 2024-2026 and 2025-2027 performance periods the target number of PBRSUs granted in 2024 and 2025 are included above. (2)Included in this item are: TSR share awards granted to all NEOs on February 21, 2024 and February 25, 2025 that will vest if earned, upon final certification of results in February 2027 and February 2028, respectively, based on PPG's three-year cumulative TSR performance relative to the S&P 500. Based on PPG's performance through the end of fiscal year 2025 relative to the performance criteria. Our current period to date results for the 2024 - 2026 and 2025 - 2027 ongoing performance period is below threshold, as such the threshold number of TSR shares granted in 2024 and 2025 is included above. (3)Payout value is based on the $102.46 closing sale price of PPG common stock reported on December 31, 2025 on the New York Stock Exchange. (4)Time-based restricted stock unit vests on August 12, 2027.
Outstanding Equity Awards at Fiscal Year-End (2025)
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Option Exercises and Stock Vested (2025)
Option Exercises and Stock Vested (2025)
Option Exercises and Stock Vested (2025)
| | OPTION AWARDS | | STOCK AWARDS | | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON RSU VESTING (#)(2) | NUMBER OF SHARES ACQUIRED ON TSR VESTING (#)(3) | VALUE REALIZED ON VESTING ($)(4) | | T. M. Knavish | 1,056 | $123,330 | 25,408 | — | $2,603,304 | | V. J. Morales | — | $— | 10,054 | — | $1,030,133 | | A. M. Foulkes | — | $— | 4,865 | — | $498,468 | | K. H. Bergström | — | $— | 3,621 | — | $388,796 | | K. D. Braun | — | $— | 1,830 | — | $187,502 |
Option Exercises and Stock Vested (2025)
(1)The amounts in this column are calculated by multiplying the number of shares acquired on exercise by the difference between the fair market value of the common stock on the date of exercise and the exercise price of the options. (2)The amounts in this column are the number of shares acquired upon the vesting of PBRSU awards granted in 2023. Payout of 2023 PBRSU awards is described on pages 68 through 69. This column also includes for Mr. Bergström the vesting of 1,635 time-based RSUs in 2025. (3)The amounts in this column represent the number of shares earned upon the vesting of TSR awards granted in 2023. Payout for the TSR award granted in 2023 was 0%. As described on pages 67 through 68, when paid, TSR awards are paid 50% in shares of PPG common stock and 50% in cash. (4)The amounts in this column are calculated by multiplying (a) the number of PPG shares acquired upon vesting of the PBRSU awards and (b) the number of TSR shares of PPG common stock earned upon vesting by $102.46, the closing stock price of PPG common stock reported on December 31, 2025 on the New York Stock Exchange. The amounts in the column include the TSR cash portion of the award calculated based on the average PPG stock closing price during the month of December 2025, which was $102.31.
Pension Benefits
Pension Benefits For certain longer-serving, U.S.-based, salaried employees we maintain both a tax-qualified defined benefit pension plan, called Retirement Plan F, and a non-qualified defined benefit pension plan, called the Non-Qualified Retirement Plan. Employees hired on or after January 1, 2006 as well as any employee hired prior to January 1, 2006 but who had fewer than 60 points (a combination of age and service with PPG) as of December 31, 2011 were not eligible to participate (or continue to participate) in these plans. For those employees with 60 or more points as of December 31, 2011 who continued to participate in both plans, their future salary and service accruals were frozen as of December 31, 2020. Certain executive officers named in the Summary Compensation Table have a benefit in one or both of these plans, with the exception of Mr. Bergström. The table below shows the present value of the accumulated benefits payable to each eligible named executive officer as of December 31, 2025, including the number of years of service credited (as of the freeze date of the individual) as determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. The material terms of Retirement Plan F and the Non-Qualified Retirement Plan are described below.
Pension Benefits (2025)
Pension Benefits (2025)
Pension Benefits (2025)
| NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) | | T. M. Knavish | Retirement Plan F | 33.7 | $950,250 | | | Non-Qualified Retirement Plan | 33.7 | $2,597,353(1) | | V. J. Morales | Retirement Plan F | 36.0 | $961,297 | | | Non-Qualified Retirement Plan | 36.0 | $2,624,856(1) | | A. M. Foulkes | Retirement Plan F | 26.0 | $871,061 | | | Non-Qualified Retirement Plan | 26.0 | $1,480,564(1) | | K. H. Bergström | Retirement Plan F | — | $— | | | Non-Qualified Retirement Plan | — | $— | | K. D. Braun | Retirement Plan F | 30.6 | $650,200 | | | Non-Qualified Retirement Plan | 30.6 | $390,927(1) |
Pension Benefits (2025)
(1)Following termination of employment, this officer would be required to commence their retirement benefit under the Non-Qualified Retirement Plan based on the officer's age as of December 31, 2025. As further described in the narrative discussion following this table, for the component eligible to be provided as a lump sum, the estimated present value under the Non-Qualified Pension Plan to which the officer would be entitled is as follows: Mr. Knavish $5,017,079; Mr. Morales $5,234,237; Ms. Foulkes $2,633,292; and Mr. Braun $899,504.
Pension Benefits (2025)
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Pension Benefits (2025)
The values reflected in the “Present Value of Accumulated Benefit” column of the Pension Benefits Table are equal to the actuarial present value of each officer’s accrued benefit under the applicable plan as of December 31, 2025, using the same actuarial factors and assumptions used for financial statement reporting purposes, except that retirement age is assumed to be normal retirement age as defined in the applicable plan. These assumptions are described under Note 14 to our Financial Statements for the year ended December 31, 2025, which is located in our Annual Report on Form 10-K. In accordance with Item 402(h) of Regulation S-K, the present value amounts are calculated using a 5.45% discount rate for Retirement Plan F and 5.34% discount rate for the Non-Qualified Retirement Plan. The lump-sum payment amounts for the Non-Qualified Retirement Plan are calculated in accordance with the relevant provisions of the Non-Qualified Pension Plan using the Pension Benefit Guaranty Corporation discount rate of 2.25% as in effect on December 31, 2025, rather than the 5.34% discount rate used for financial statement reporting purposes. The benefit payable under Retirement Plan F is a function of the participant’s five-year average annual covered base compensation for the highest five consecutive years out of the final ten years immediately prior to retirement and credited years of service, frozen to future accruals as of December 31, 2020. In January 2011, Retirement Plan F (or its predecessor plan) and the Non-Qualified Retirement Plan were amended such that eligible employees with a combined age and service points of fewer than 60 and actively employed by the Company as of December 31, 2011 ceased to accrue benefits under Retirement Plan F and the Non-Qualified Retirement Plan as of December 31, 2011. Eligible employees with combined age and service points of 60 or more and actively employed by the Company as of December 31, 2011 ceased to accrue benefits under Retirement Plan F and the Qualified Retirement Plan upon the earlier of their retirement date or December 31, 2020. Eligible employees now earn retirement benefits through the PPG Industries Employee Savings Plan and the non-qualified Deferred Compensation Plan. The Non-Qualified Retirement Plan’s benefit is supplemental to the qualified Retirement Plan F benefit in that the Non-Qualified Retirement Plan provides a benefit that is substantially equal to the difference between the amount that would have been payable under the qualified Retirement Plan F, in the absence of legislation limiting the compensation covered by the plan, and the amount payable under Retirement Plan F. The frozen Non-Qualified Retirement Plan also includes a benefit based on bonus awards for certain U.S. management bonus program participants which occurred prior to the freeze date of the individual. The benefit payable under the Non-Qualified Retirement Plan is determined in the same manner as for Retirement Plan F and uses the freeze date of the individual with respect to credited service and base salary above legislative limits; incentive payments are factored in by using the average of the highest five payments during the last ten years prior to the freeze date, of the individual employee. Retirement Plan F contains the following material terms: •The normal form of benefit is a life annuity for unmarried participants and a joint and 50% survivor annuity for married participants; •A participant may elect out of the normal form of benefit and receive an actuarially-equivalent alternative form of benefit, including a single life annuity (for a married participant) or a joint and survivor annuity with a survivor benefit ranging from 1%-100%, as selected by the participant; •There is no lump-sum benefit option; •A participant may elect early retirement up to ten years prior to the participant’s normal retirement age, subject to reduction of the retirement benefit to reflect the early commencement of the benefit; and •A participant has a fully vested benefit under the plan upon completing five years of service or reaching early retirement age. The Non-Qualified Retirement Plan contains the following material terms: •A participant is required to commence their distribution upon reaching the later of their early retirement date (as defined in the qualified plan) or the participant’s termination of employment; •The normal form of payment for benefits at retirement for the group of participants that includes certain executive officers named in the Summary Compensation Table who participate in the plan consists of a monthly annuity payment and/or a lump-sum payment; and •A participant has a fully vested benefit under the plan upon completing five years of service or reaching early retirement age, but their accrued benefit is subject to forfeiture if the participant engages in any competitive activity, or other activity that is deemed contrary or harmful to the interests of PPG.
Pension Benefits (2025)
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Non-Qualified Deferred Compensation (2025)
Non-Qualified Deferred Compensation (2025)
Non-Qualified Deferred Compensation (2025)
| NAME | Plan⁽¹⁾ | EXECUTIVE CONTRIBUTIONS ($)⁽²⁾ | REGISTRANT CONTRIBUTIONS ($)(3) | AGGREGATE EARNINGS ($)(4) | AGGREGATE BALANCE ($)(5) | | T. M. Knavish | DCP | $39,000 | $186,750 | $(61,921) | $2,805,033 | | V. J. Morales | DCP | $1,036,562 | $96,888 | $(7,559) | $5,217,641 | | A. M. Foulkes | DCP | $20,492 | $71,745 | $53,725 | $521,205 | | K. H. Bergström | DCP | $— | $— | $— | $— | | K. D. Braun | DCP | $11,732 | $46,303 | $13,219 | $365,729 |
Non-Qualified Deferred Compensation (2025)
(1)Only U.S. employees are eligible for the Deferred Compensation Plan. (2)The amounts in this column are reported as compensation in the "Salary" and "All Other Compensation" columns of the Summary Compensation Table. (3)The amounts in this column are reported in the "All Other Compensation" column of the Summary Compensation Table. (4)None of the amounts in this column are included as compensation in the Summary Compensation Table. (5)The aggregate amounts are reported in the Summary Compensation Table.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The tables below reflect the amount of compensation to each of our currently serving executive officers named in the Summary Compensation Table in the event of termination of such executive’s employment under certain circumstances. The amounts shown assume that such termination was effective as of December 31, 2025, and thus includes amounts earned through such time and are estimates of the amounts that would be paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of such executive’s separation from PPG.
Potential Payments and Benefits Upon Termination
Potential Payments and Benefits Upon Termination
Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG
Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG We have entered into change in control agreements with our executive officers named in the Summary Compensation Table and with certain other officers. The change in control agreements have three-year terms, which terms are automatically extended for one year upon each anniversary unless a notice not to extend is given by PPG. If a “change in control” occurs during the term of an agreement, then the agreement becomes operative for a fixed three-year period.
Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG
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Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG
The agreements provide generally that the officer’s terms and conditions of employment (including position, location, compensation and benefits) will not be adversely changed during the three-year period after a change in control of PPG. The change in control agreements also contain non-competition provisions and confidentiality provisions prohibiting the officer from divulging or communicating, without our prior consent or except as required by law, any confidential information, knowledge or data relating to PPG or its business during the officer’s employment and at all times thereafter. Termination For Cause or Other Than For Good Reason. Under the change in control agreements, in the event of an officer’s termination of employment by PPG for cause or by the officer other than for good reason during the three-year period following a change in control, the officer will receive payment only of their accrued but unpaid base salary and any benefits payable or provided under broad-based employee benefit plans and programs. Termination Without Cause or For Good Reason. If PPG terminates the officer’s employment (other than for cause, death or disability) or the officer terminates their employment for good reason during the three-year period following a change in control, and upon certain terminations prior to a change in control or in connection with or in anticipation of a change in control, the officer is generally entitled to receive the following payments and benefits: •a pro-rata bonus for the year of the date of termination based on the officer’s highest annual bonus during the three years prior to the change in control or the annual bonus for the most recent fiscal year after the change in control, whichever is higher (such higher amount referred to herein as the “highest annual bonus”); •three times the officer’s annual base salary; •three times the officer’s highest annual bonus or target annual bonus depending on the version of the change in control agreement signed by the officer; •a lump-sum payment equal to the present value of any employer contributions the executive would have received or accrued under PPG’s defined contribution retirement plans and arrangements (whether qualified or non-qualified) in which the executive participates if the executive’s employment continued for an additional three years in respect of retirement benefits provided in the form of a defined contribution retirement plan, program or arrangement, but excluding any salary or pay deferral contributions to such plans or arrangements that are deemed to be employer contributions under applicable law; and •continued medical, dental coverage and life insurance benefits for three years and continued age and service credit for purposes of determining the officer’s eligibility for post-retirement retiree medical benefits. Consistent with best practices, PPG’s change in control agreements include: •a “conditional” payment limitation, which provides for a reduction in change of control payments if such payments would trigger an excise tax, unless a larger amount would be received on an after-tax basis without a payment reduction. No tax payments are “grossed-up;” •a definition of Retirement and the associated benefits related to retirement designed to ensure that all applicable provisions are applied properly for executives who only participated in the former PPG Defined Contribution Retirement Plan and non-U.S. executives who do not participate in either Retirement Plan F or the former Defined Contribution Retirement Plan; and •a provision designed to prevent double payments under other PPG severance provisions or statutory requirements and the change in control agreement. The table below sets forth the amounts each executive officer named in the Summary Compensation Table would be entitled to receive, other than accrued but unpaid base salary and any benefits payable or provided under broad-based employee benefit plans and programs, in the event of a termination of the executive officer’s employment by PPG without cause or by the executive officer for good reason following or in connection with a change in control of PPG.
Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG
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PAY RATIO
PAY RATIO The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires most companies with publicly traded stock in the United States to identify the median total compensation of their worldwide employee population (other than the Chief Executive Officer) and to compare that amount with the total compensation of their Chief Executive Officer. Total compensation amounts are required to be calculated using the Securities and Exchange Commission’s compensation disclosure rules applicable to reporting compensation in the Summary Compensation Table of the Proxy Statement. Median employee compensation used to calculate the pay ratio is required to be the total compensation paid to an actual employee of the Company. We may identify our median employee for purposes of providing pay ratio disclosure once every three years to calculate and disclose total compensation for that employee each year as long as there was no material change in the employee population or employee compensation during the last completed fiscal year and we reasonably believe would not result in a significant change to the prior year’s CEO pay ratio disclosure. We identified our median employee using our total employee population as of October 1, 2025 by applying a consistently applied compensation measure across our global employee population. For our consistently applied compensation measure, we used annual base salary as it represents the primary compensation component paid to all of our employees. As a result, annual base salary provides an accurate depiction of total earnings for the purpose of identifying our median employee. We then calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. We did not use any material estimates, assumptions, adjustments or statistical sampling to determine the worldwide median employee. Note that each employee's total annual compensation can be comprised of different compensation elements and is dependent on where the employee works globally. Our median employee’s total 2025 compensation was $47,032. The median employee’s base salary was comparable to the base salary of median employee used in last year's pay ratio calculation. However, the median employee's compensation decreased year over year because the newly-identified median employee is on a fixed bonus plan whereas the former median employee was on a sales bonus plan with a higher potential payout. Each individual’s total annual compensation can be comprised of different compensation elements and is dependent on the employee's occupation and where the employee works globally. Mr. Knavish served as our Chairman and Chief Executive Officer in 2025. Mr. Knavish’s 2025 total compensation was $14,885,022, as reported in the Summary Compensation Table. Accordingly, our 2025 Chief Executive Officer to Median Employee Pay Ratio was 352:1. Please keep in mind that under Securities and Exchange Commission’s rules and guidance, there are numerous ways to determine the compensation of a company’s median employee, including the employee population sampled, the elements of pay and benefits used, any assumptions made and the use of statistical sampling. In addition, no two companies have identical employee populations or compensation programs, and pay, benefits and retirement plans differ by country even within the same company. As such, our pay ratio may not be comparable to the pay ratio reported by other companies.
PAY RATIO
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PAY RATIO
Securities and Exchange Commission rules adopted in 2022 pursuant to the Dodd-Frank Act require most companies with publicly traded stock in the United States to describe the relationship between compensation actually paid (“CAP”) to their named executive officers, as calculated in accordance with the Securities and Exchange Commission’s rules, and the Company’s performance represented by total shareholder return (“TSR”), net income and a Company-selected financial performance measure. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see “Compensation Discussion and Analysis” beginning on page 53. The use of the term “compensation actually paid” (CAP) is required by the Securities and Exchange Commission’s rules rules. Neither CAP nor the total amount reported in the Summary Compensation Table (“SCT”) (see page 72) reflect the amount of compensation actually paid, earned, or received during the applicable year. To calculate CAP for the principal executive officer (“PEO”) and non-PEO named executive officers (“non-PEO NEOs”) in a given year, companies are required to make certain adjustments to the total executive compensation reported in the SCT for pension and equity awards that are calculated in accordance with U.S. GAAP. •For the pension adjustment, the aggregate change in the pension value as reflected in the summary compensation table is deducted and the service cost and prior service cost for the year is included. •For equity awards, the grant date value as reported in the summary compensation table is subtracted and a new value is added, which is calculated as follows: the year-end fair value of awards granted in the current fiscal year plus or minus the annual change in fair value as of the year-end for any unvested awards or as of vesting for awards vested in the current year. The Pay Versus Performance table below presents this information for PPG. The significant decrease in the compensation actually paid for 2025 is due to (a) the Company’s stock price at December 31, 2025 versus December 31, 2024 and (b) the Company’s TSR share payout percentage for the three performance periods outstanding at December 31, 2025 compared to the fair value of these awards when granted. The TSR shares for the 2023-2025 performance period reflect a payout of zero percent.
Pay Versus Performance Table (2021-2025)
Pay Versus Performance Table (2021-2025)
Pay Versus Performance Table (2021-2025)
| | | | AVERAGE SUMMARY COMP. TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS(2) | AVERAGE COMP. ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | COMPANY SELECTED MEASURE: ADJUSTED EARNINGS PER DILUTED SHARE(4) | | YEAR | SUMMARY COMP. TABLE TOTAL FOR PEO(1) | COMP. ACTUALLY PAID TO PEO(1) | | | TOTAL SHAREHOLDER RETURN | PEER GROUP(3) TOTAL SHAREHOLDER RETURN | NET INCOME (in millions)(4) | | | 2025 | $14,885,022 | $6,644,608 | $3,380,551 | $1,906,723 | $78 | $129 | $1,571 | $7.58 | | 2024 | $11,724,469 | $3,687,813 | $2,792,842 | $1,144,265 | $98 | $138 | $1,344 | $7.87 | | 2023 | $12,472,955 | $15,222,098 | $4,903,304 | $6,491,421 | $120 | $122 | $1,223 | $7.42 | | 2022 | $8,867,377 | $238,659 | $2,280,483 | $(26,911) | $99 | $102 | $1,007 | $5.84 | | 2021 | $13,199,616 | $22,568,453 | $3,035,088 | $5,267,224 | $133 | $135 | $1,420 | $6.77 |
Pay Versus Performance Table (2021-2025)
(1) The principal executive officer was Mr. McGarry for years 2001-2022 and the principal executive officer for years 2023-2025 was Mr. Knavish. (2) The non-principal executive officer named executive officers were Mr. Morales, Mr. Knavish, Ms. Liebert and Ms. Foulkes for years 2021-2022. For 2023, the non-principal executive officer named executive officers were Mr. McGarry, Mr. Morales, Ms. Foulkes and Mr. Vadlamannati. Ms. Ericson was included as a non-principal executive officer named executive officer for 2023. For 2024, the non-principal executive officer named executive officers were Mr. Morales, Ms. Foulkes, Mr. Bergström, Mr. Vadlamannati, and Mr. Hagerty. For 2025, the non-principal executive officer named executive officers were Mr. Morales, Ms. Foulkes, Mr. Bergström, and Mr. Braun. (3) The peer group consists of: 3M Co., Akzo Nobel N.V., Axalta Coatings Systems Ltd., Dow, Inc., Dupont de Nemours, Inc., Eastman Chemical Co., Masco Corp., RPM International Inc., and The Sherwin-Williams Co. See Exhibit 13.1 of our Form 10-K for the year ended December 31, 2025. (4) From continuing operations. Recast to exclude the divested architectural coatings United States and Canada business for years 2022 and 2023. For the calculation of adjusted earnings per diluted share for the company performance component of the annual incentive award, an adjustment of $0.01 for currency translation was applied.
Pay Versus Performance Table (2021-2025)
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Pay Versus Performance Table (2021-2025)
A reconciliation of PEO SCT total compensation to CAP is provided in the following table.