DEF 14A of Axalta Coating Systems Ltd.
Filed Apr 21, 2026 · FY20250001193125-26-166838
Our Board of Director Nominees
Our Board of Director Nominees
Our Board of Director Nominees
| Name | Age | Occupation | Standing Committees and Leadership Roles | Other Public Company Boards | | Director Nominees | | | | | | Rakesh Sachdev | 70 | Former chief executive officer | • Non-Executive Board Chair | 3 | | Jan A. Bertsch | 69 | Former financial executive | • Audit (Chair) | 2 | | | | | • Compensation | | | William M. Cook | 72 | Former chief executive officer | • Audit | 1 | | | | | • Compensation (Chair) | | | Tyrone M. Jordan | 64 | Former business executive | • Environment, Health, Safety & Sustainability | 3 | | | | | • Nominating & Corporate Governance | | | Deborah J. Kissire | 68 | Former accounting firm partner | • Compensation | 3 | | | | | • Nominating & Corporate Governance (Chair) | | | Samuel L. Smolik | 73 | Former operations executive | • Audit | 0 | | | | | • Environment, Health, Safety & Sustainability (Chair) | | | Kevin M. Stein | 60 | Former chief executive officer | • Environment, Health, Safety & Sustainability | 1 | | | | | • Nominating & Corporate Governance | | | Chris Villavarayan | 55 | Chief Executive Officer and President of Axalta | | 1 | | Mary S. Zappone | 61 | Former chief executive officer | • Audit | 0 | | | | | • Nominating & Corporate Governance | |
Executive Compensation Highlights
| • | Performance-Based Compensation – a significant amount of our executive officers’ compensation in 2025 is performance-based, including through the awards of performance share units (“PSUs”) with vesting tied to our achievement of targets based on Adjusted Diluted EPS and total shareholder return relative to the S&P 400 MidCap Index, both over a three-year period. The 2025 PSUs comprise approximately 60% of the target grant value of the 2025 long-term equity awards granted to executive officers. |
Executive Compensation Highlights
| • | Double Trigger Vesting Provisions – our equity plan also includes double trigger vesting provisions for long-term equity awards in the event of a Change-in-Control (as defined in the section titled “Executive Compensation – Potential Payments upon Termination or Change-in-Control” below). |
Nominees for Election as Directors to Serve Until the 2027 Annual General Meeting of Members
Nominees for Election as Directors to Serve Until the 2027 Annual General Meeting of Members
Nominees for Election as Directors to Serve Until the 2027 Annual General Meeting of Members
| | Rakesh Sachdev Age: 70 Axalta Board Service • Tenure: 5 years (August 2020) • Non-Executive Board Chair Independent |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Overview
| Compensation Component | Amount | | Annual equity retainer – restricted stock units (“RSUs”)(1) | $200,000 | | Annual cash retainer(2) | $75,000 | | Board Chair annual fee(2) | $125,000 | | Audit Committee Chair annual fee(2) | $20,000 | | Compensation Committee Chair annual fee(2) | $17,500 | | Other Committee Chair annual fee(2) | $15,000 |
Overview
| (1) RSUs vest 100% on the first anniversary of the grant date |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table 2025
Director Compensation Table 2025 For the year ended December 31, 2025, we provided the compensation set out in the table below to our directors.
Director Compensation Table 2025
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Rakesh Sachdev | 200,000 | 199,979 | 399,979 | | Jan A. Bertsch | 95,000 | 199,979 | 294,979 | | William M. Cook | 92,500 | 199,979 | 292,479 | | Tyrone M. Jordan | 75,000 | 199,979 | 274,979 | | Deborah J. Kissire | 90,000 | 199,979 | 289,979 | | Samuel L. Smolik | 90,000 | 199,979 | 289,979 | | Kevin M. Stein | 75,000 | 199,979 | 274,979 | | Chris Villavarayan(3) | — | — | — | | Mary S. Zappone | 75,000 | 199,979 | 274,979 |
Director Compensation Table 2025
| (1) Amounts reflect the director cash retainer, Board Chair fee and committee chair fees earned in 2025. Such amounts are paid quarterly in arrears and prorated for partial service in any relevant period. |
Director Compensation Table 2025
| (2) The number of RSUs granted for each director in 2025 is calculated by dividing the value of the grant ($200,000) by the closing price of our common shares on the grant date. The amounts in this column reflect the grant date fair value of directors’ stock awards for 2025 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, which is calculated using the number of shares granted multiplied by the closing price of our common shares on the date of the grant. The grant date for all non-employee directors was March 4, 2025. The aggregate number of awarded RSUs outstanding at 2025 fiscal year-end for all non-employee directors was 5,832. |
Director Compensation Table 2025
| (3) Mr. Villavarayan serves as our Chief Executive Officer and President, and, therefore, does not receive compensation for his service as an employee director. |
Pay Outcomes
| • | Based on the design set by the Compensation Committee under our 2025 annual bonus plan (“ABP”), the Company’s performance was above target for Adjusted EBITDA margin and below target for each of Adjusted EBITDA and Free Cash Flow, resulting in an average payout to our NEOs of 71.7% of target based on the Company’s financial performance (before accounting for individual performance). |
Pay Outcomes
| • | 2025 marked the end of the performance cycle for PSU awards granted in 2023, with the awards based on the Company’s Adjusted EBITDA paying out at approximately 169.4% of target and the awards based on the Company’s relative total shareholder return (“TSR”) paying out at approximately 89.1% of target, for an aggregate payout of approximately 129.2% of target for the 2023 PSUs. |
Pay Outcomes
For further discussion of our ABP and PSU awards, see, respectively, “Annual Performance-Based Compensation” beginning on page 50 and “2023-2025 PSU Payout” beginning on page 57.
Pay for Performance
Pay for Performance Total compensation for our NEOs has been allocated between cash and equity compensation, taking into consideration the balance between providing near-term incentives and long-term incentives tied to our financial performance and stock price performance, to align the interests of management with the interests of our shareholders. The variable annual performance-based awards and the long-term equity awards, including the PSU awards, are designed to ensure that total compensation reflects our overall level of success and to motivate the NEOs to meet appropriate performance measures tied to maximizing shareholder value. The mix of base salary, annual bonus and long-term equity incentive compensation for our NEOs is shown in the charts below. The Compensation Committee determined this mix, taking into account market compensation information and with the intention of balancing both long-term and near-term objectives and motivating each NEO to attain those objectives.
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Compensation Committee engages an independent compensation consultant on executive compensation matters. The services provided by the independent compensation consultant include:
Role of the Independent Compensation Consultant
| • | attending Compensation Committee meetings, including executive sessions, to present and offer independent recommendations, insights and perspectives on compensation matters; |
Role of the Independent Compensation Consultant
| • | assessing how our executive compensation program aligns with our pay for performance philosophy; |
Role of the Independent Compensation Consultant
| • | informing the Compensation Committee of regulatory and other developments relating to executive compensation practices; |
Role of the Independent Compensation Consultant
| • | assessing the appropriateness of our peer group used to inform our executive compensation program; |
Role of the Independent Compensation Consultant
| • | advising on the design and structure of, as well as the performance targets set under, our annual and long-term compensation plans; |
Role of the Independent Compensation Consultant
| • | conducting an annual risk assessment of our compensation programs; |
Role of the Independent Compensation Consultant
| • | assessing the market competitiveness of our executive compensation program; |
Role of the Independent Compensation Consultant
| • | assessing the market competitiveness of our non-employee director compensation program; and |
Role of the Independent Compensation Consultant
| • | identifying potential changes to our executive compensation and non-employee director compensation programs to maintain market competitiveness, consistency with business strategies, good governance practices and alignment with shareholder interests. |
Role of the Independent Compensation Consultant
Pearl Meyer has served as the Compensation Committee’s independent compensation consultant since 2022 and the Compensation Committee determined that Pearl Meyer does not have a relationship with the Company that would present a conflict of interest with Pearl Meyer serving as the Compensation Committee’s advisor or would impair its independence. In making this determination, the Compensation Committee considered, among other things, the following factors: (1) the amount of fees paid by the Company to Pearl Meyer as a percentage of its total revenue; (2) Pearl Meyer’s policies and procedures to prevent or mitigate conflicts of interest; (3) that there are no other business or personal relationships between Pearl Meyer and members of the Compensation Committee or Axalta executive officers; and (4) none of the representatives of Pearl Meyer who provide compensation services to the Company own any Axalta common shares.
Compensation Peer Group and Survey Data
Compensation Peer Group and Survey Data We believe that total compensation opportunities for our senior management (including the NEOs) should be competitive with comparable opportunities for individuals with similar positions, experience and responsibilities in our marketplace. We use median compensation data from our peer group as a reference point when setting individual compensation and calibrate variable compensation opportunities to provide actual compensation opportunities above peer data when Company and individual performances are strong, while providing for consequences when performance targets are not met. For purposes of setting the 2025 compensation for our NEOs, Pearl Meyer provided the Compensation Committee with a comprehensive report that included publicly available compensation data relating to the peer group set forth in the table below as well as compensation data from Willis Towers Watson’s general industry survey. The Compensation Committee utilized the peer group set forth below as the primary reference point for setting the 2025 compensation for our NEOs. The peer group broadly reflects the companies with which we compete for talent, business and investment capital based on the scope of our operations, as measured by revenue and market capitalization. The Company was positioned at the 50th percentile relative to the peer group on the basis of trailing twelve months revenue at the end of June 2024 and the 65th percentile on the basis of market capitalization as of July 30, 2024.
Compensation Peer Group and Survey Data
| Axalta Compensation Peer Group | | | Albemarle Corporation | International Flavors & Fragrances Inc. | | Ashland, Inc. | Minerals Technologies, Inc. | | Avient Corporation | NewMarket Corporation | | Cabot Corporation | Olin Corporation | | Celanese Corporation | PPG Industries Inc. | | Eastman Chemical Co. | RPM International Inc. | | Element Solutions Inc | Stepan Company | | FMC Corporation | The Chemours Company | | H.B. Fuller Company | The Sherwin-Williams Company | | Huntsman Corporation | Tronox Holdings plc |
Annual Performance-Based Compensation
Annual Performance-Based Compensation We structure our compensation programs to reward NEOs based on our performance and the individual executive’s relative contribution to our performance. To emphasize the importance of near-term performance, NEOs are generally eligible to receive annual performance-based awards under our ABP in the event certain specified performance measures are achieved. The ABP pool is determined by the Compensation Committee based upon a pre-established formula with reference to the achievement of company-wide performance targets established annually by the Compensation Committee and based on the Company’s Board-approved budget and financial plan.
2025 Annual Bonus Plan Formula
2025 Annual Bonus Plan Formula Under the terms of the ABP, the NEOs’ annual target incentive awards are based on a percentage of their base salaries. Once the achievement of financial performance against three enterprise targets has been determined, the Compensation Committee reviews and approves the individual modifier to be applied to the NEO’s ABP award based on each respective NEO’s business impact, leadership and attainment of individual objectives, as well as other related factors. In addition, in determining the achievement of financial performance targets, the Compensation Committee may account for unusual events such as significant foreign currency exchange rate fluctuations, extraordinary transactions, asset dispositions and purchases, and mergers and acquisitions if, and to the extent, the Compensation Committee does not consider the effect of such events indicative of our performance. For the 2025 ABP, the Compensation Committee selected Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow as the relevant financial metrics for the three Company-wide targets, with Adjusted EBITDA and Adjusted EBITDA margin replacing Adjusted EBIT and Adjusted EBIT margin from the 2024 ABP, and Free Cash Flow remaining as the third financial metric. The Compensation Committee selected Adjusted EBITDA because profitable growth is an important measure of the financial performance of our Company, Adjusted EBITDA Margin because operating efficiency is essential to drive shareholder value and Free Cash Flow because we believe the amount of free cash flow that we generate each year is important for us to maintain appropriate working capital, complete acquisitions, pay down gross debt, and otherwise deploy capital, including returning capital to shareholders. In addition, Adjusted EBITDA and Adjusted EBITDA margin are key externally-reported financial metrics, and the Compensation Committee believes that this change further aligns management’s interests with the interests of our shareholders. Individual performance will continue to serve as a modifier to the entirety of the payout earned through achievement of the financial metrics alone, and final payouts will continue to range from 0% to 200% of target.
2025 Annual Bonus Plan Target Percentages
2025 Annual Bonus Plan Target Percentages The 2025 target percentage under the ABP approved by the Compensation Committee for each of our NEOs is set forth in the table below. The Compensation Committee approved an increase in the target bonus opportunity of Mr. Villavarayan consistent with market-competitive CEO compensation.
2025 Annual Bonus Plan Target Percentages
| Name | 2024 Target-level % (of base salary) | Increase | 2025 Target-level % (of base salary) | 2025 Target Bonus Amount | | Chris Villavarayan | 125% | 5% | 130% | $1,430,000 | | Carl D. Anderson II | 90% | —% | 90% | $644,215 | | Troy D. Weaver | 75% | —% | 75% | $464,930 | | Hadi H. Awada | 75% | —% | 75% | $445,770 | | Timothy Bowes(1) | —% | —% | 75% | $442,500 |
2025 Annual Bonus Plan Target Percentages
(1) Mr. Bowes was not a NEO for 2024. His 2025 target bonus amount was set as of January 27, 2025 in connection with his appointment as President, Global Industrial Coatings.
2025 Annual Bonus Plan – Weighted Company Performance
2025 Annual Bonus Plan – Weighted Company Performance For the year ended December 31, 2025, the financial performance metrics under the ABP were based upon the Company’s achievement of Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow (“FCF”). For each performance year under the ABP, the Compensation Committee assigns a target, threshold and maximum payout level to each financial performance metric where the actual payout can range from 0% to 200% of the assigned target weighting depending on our achievement of such performance measures. The Compensation Committee sets these targets in order to challenge our executives, including our NEOs, to drive our financial and business performance, taking into account the state of our business, industry dynamics and other business conditions. When setting the ABP targets for 2025, the Compensation Committee considered how the targets compared to the forecasted 2024 results as well as our actual results for 2024. In setting the 2025 ABP target for FCF, the Compensation Committee also considered the impact of any remaining cash expenditures associated with the 2024 Transformation Initiative. All targets for the 2025 ABP were set higher than the actual 2024 results. The following chart sets forth for the 2025 ABP the weighting of each financial performance metric and the threshold, target and maximum performance targets, as well as the actual performance achieved, for the year ended December 31, 2025:
2025 Annual Bonus Plan – Weighted Company Performance
| Metric(1) | Weighting (% of Award Target) | Threshold (50% Payout(2)) | Target (100% Payout(2)) | Maximum (200% Payout(2)) | Actual Performance Achieved | Payout as % of Weighting | Payout (Weighted % of Total Payout) | | Adjusted EBITDA | 50% | $1,082 | $1,175 | $1,261 | $1,128 | 74.5% | 37.2% | | Adjusted EBITDA Margin | 25% | 20.7% | 21.7% | 22.7% | 22.0% | 137.7% | 34.5% | | FCF | 25% | $468 | $520 | $580 | $466 | —% | —% | | | | | | | | Total | 71.7% |
2025 Annual Bonus Plan – Weighted Company Performance
| (1) All $ values are in $ millions. |
2025 Annual Bonus Plan – Weighted Company Performance
| (2) Achievement below threshold results in zero payout while achievement in excess of maximum performance is capped at 200% of target for each metric. Results between threshold and target and target and maximum are determined on a linear basis. |
2025 Annual Bonus Plan – Weighted Company Performance
Reconciliations of Adjusted EBITDA, Adjusted EBITDA Margin and FCF to the most directly comparable financial measures calculated in accordance with GAAP, as externally reported, are included in Appendix A.
2025 Annual Bonus Plan – Individual Modifier
2025 Annual Bonus Plan – Individual Modifier 2025 ABP awards utilize a modifier for individual performance, which is approved by the Compensation Committee for each NEO, that is determined based on each NEO’s performance against individual goals which includes business unit or functional performance, alignment with Company-desired behaviors and relative contribution to the Company’s success, among other factors. The actual modifier can range from 0 to 200% depending on the NEO’s individual contributions during the performance period; however, all individual awards are limited to 200% of the individual’s target bonus for the year. For 2025, the Compensation Committee considered the following key achievements in approving the following modifiers for each of our NEOs.
2025 Annual Bonus Plan – Individual Modifier
| Name | Individual Performance Modifier | 2025 Performance Considerations | | Chris Villavarayan | 95% | • Delivered strong financial performance, including record full-year Adjusted EBITDA, in the face of a challenging macro-environment, though financials were generally below target • Led the negotiation of the Company’s Pending Merger with AkzoNobel • Drove a 40% reduction in recordable safety incidents | | Carl D. Anderson II | 95% | • Key role supporting the Pending Merger with AkzoNobel • Continued strong financial performance including record full-year Adjusted EBITDA, improved Adjusted EBITDA margin and reduced net leverage, though financials were generally below target • Drove continued improvement of the Company’s cybersecurity posture | | Troy D. Weaver | 85% | • Led strong cost management and pricing initiatives, as well as other bold actions in the face of broader market declines, though financials were below target • Executed 5 acquisitions expanding route to market • Drove strong safety improvements; 8 plants with zero recordable incidents | | Hadi H. Awada | 115% | • Delivered above-target Adjusted EBITDA and Free Cash Flow results for the Mobility business, with growth in a number of international geographies • Drove strong improvement in safety metrics across the Mobility business • Established new organizational structure and strategy in a key geography | | Timothy Bowes | 105% | • Delivered improved Adjusted EBITDA and Adjusted EBITDA margin through selective customer wins, cost management and operational excellence • Executed key steps in manufacturing footprint optimization reducing complexity and cost • Strengthened Industrial leadership team through new appointments |
2025 Annual Bonus Plan – Results
2025 Annual Bonus Plan – Results Based on the considerations described above, our level of performance in relation to the Company-wide financial performance targets and each NEO’s individual performance modifier, the ABP awards earned by our NEOs are set forth in the table below.
2025 Annual Bonus Plan – Results
| Name | 2025 Target Bonus Amount | Financial Performance Metrics Payout % | Individual Performance Modifier | Actual Award | | Chris Villavarayan | $1,430,000 | 71.7% | 95% | $973,391 | | Carl D. Anderson II | $644,215 | 71.7% | 95% | $438,512 | | Troy D. Weaver | $464,930 | 71.7% | 85% | $283,162 | | Hadi H. Awada | $445,770 | 71.7% | 115% | $367,313 | | Timothy Bowes | $442,500 | 71.7% | 105% | $332,913 |
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards Our NEOs are eligible to receive long-term equity incentive awards, which comprise a majority of their compensation opportunity. In 2025, our NEOs received long-term incentive awards under our equity incentive plan, which were allocated 60% in PSUs and 40% in RSUs in order to motivate and retain our NEOs and align their interests with those of our shareholders. All equity types are subject to a risk of forfeiture should the NEO’s employment terminate prior to the vesting date absent certain exceptions. Annual awards under our long-term incentive program were granted (at target value) in 2025 as follows:
Long-Term Equity Incentive Awards
| Name | PSUs ($) | RSUs ($) | Total ($) | | Chris Villavarayan(1) | 4,050,000 | 2,700,000 | 6,750,000 | | Carl D. Anderson II | 1,050,000 | 700,000 | 1,750,000 | | Troy D. Weaver | 675,000 | 450,000 | 1,125,000 | | Hadi H. Awada | 540,000 | 360,000 | 900,000 | | Timothy Bowes(2) | 540,000 | 360,000 | 900,000 |
Long-Term Equity Incentive Awards
| (1) The annual award at target value for Mr. Villavarayan increased from $6,000,000 in 2024 to $6,750,000 in 2025, consistent with market-competitive CEO compensation. |
Long-Term Equity Incentive Awards
| (2) Does not include the RSUs granted to Mr. Bowes in connection with his appointment as President, Global Industrial Coatings on January 27, 2025. |
2025 Target PSUs
2025 Target PSUs The target number of annual PSUs granted to our NEOs during the year ended December 31, 2025 is listed below.
2025 Target PSUs
| Name | Target Number of Performance Stock Units Granted in 2025 | | Chris Villavarayan | 118,110 | | Carl D. Anderson II | 30,620 | | Troy D. Weaver | 19,684 | | Hadi H. Awada | 15,746 | | Timothy Bowes | 15,746 |
2025 Target PSUs
2025 PSUs 50% of the target amount of PSUs granted in 2025 (the “2025 PSUs”) may be earned based on the Company’s performance relative to Adjusted Diluted EPS and 50% may be earned based on the Company’s relative total shareholder return (“Relative TSR”). The 2025 PSUs with Adjusted Diluted EPS as the performance metric have a three-year performance period comprising January 1, 2025 through December 31, 2027. The 2025 PSUs with Relative TSR as the performance metric have a three-year performance period commencing on the day immediately prior to the grant date and ending on the day immediately prior to the third anniversary of the grant date. Adjusted Diluted EPS, for purposes of the 2025 PSUs, means the Company’s diluted net income per share, adjusted for (i) certain non-cash items included within net income, (ii) certain items not indicative of ongoing operating performance or (iii) certain nonrecurring, unusual or infrequent items that have not occurred within the last two years or are not reasonably likely to recur within the next two years, each as determined by the Compensation Committee and subject to certain other adjustments made in the Compensation Committee’s discretion. Relative TSR compares the Company’s total shareholder return against that of companies in the S&P 400 MidCap Index at the end of the performance period. The maximum number of shares that may be earned with respect to the 2025 PSUs is 200% of the target number of shares. The Compensation Committee selected Adjusted Diluted EPS and Relative TSR as the performance metrics for the 2025 PSUs because they believe these metrics are important indicators of long-term financial performance and shareholder value creation. The Compensation Committee believes that this PSU design incentivizes management to focus on driving both sustainable financial performance and shareholder value. The Compensation Committee set threshold, target and maximum Adjusted Diluted EPS and Relative TSR performance targets for the applicable performance periods in March 2025 when the 2025 PSUs were awarded, with the performance targets selected based on the Company’s long-term strategic growth plan. The Compensation Committee will determine Adjusted Diluted EPS and Relative TSR following the end of the applicable performance periods, with the results being measured against each period’s pre-established targets. In making such determinations, the Compensation Committee has discretion to account for unusual events such as significant foreign currency exchange rate fluctuations, extraordinary transactions, asset dispositions and purchases, and mergers and acquisitions if, and to the extent, the Compensation Committee does not consider the effect of such events indicative of our performance. Accelerated vesting may occur upon certain terminations of employment following a Change-in-Control as described below under the section “Severance Arrangements.” The table below sets forth the PSUs, as a percentage of the target PSU grant, that would vest, based on the Company’s achievement of Adjusted Diluted EPS and Relative TSR, respectively, for the applicable performance periods.
2025 Target PSUs
| 2025 PSUs Vesting Schedule | | | | | Adjusted Diluted EPS Performance | PSUs that would vest as % of target (Adjusted Diluted EPS) | Relative TSR Performance | PSUs that would vest as % of target (Relative TSR)(1) | | <Threshold | 0% | <25th percentile | 0% | | Threshold | 50% | 25th percentile | 50% | | Target | 100% | 50th percentile | 100% | | Maximum | 200% | 75th percentile | 200% |
2025 Target PSUs
| (1) If the Company’s absolute total shareholder return is negative, then any award payout shall not exceed 100% of the award target. |
2025 Target PSUs
Earned awards, if any, will vest upon the Compensation Committee’s determination of the Company’s achievement of Adjusted Diluted EPS and Relative TSR, for the applicable performance periods, subject to the executive’s continued employment as of the date of such determination. Where performance for Adjusted Diluted EPS or Relative TSR is achieved at a level between threshold and target or target and maximum, the number of PSUs eligible to vest for such metric is calculated using straight-line interpolation. 2023-2025 PSU Payout For PSUs granted in 2023 (the “2023 PSUs”) to our then-serving NEOs, the Compensation Committee reviewed in March 2026 the Company’s performance relative to the Adjusted EBITDA and Relative TSR performance targets that the Compensation Committee set in March 2023 for the three-year cumulative performance period. The below table sets forth the relevant Adjusted EBITDA and Relative TSR thresholds, targets and maximums, as well as the actual results, in each case for the relevant performance period. The Compensation Committee increased the Adjusted EBITDA performance targets set in March 2023 for purposes of the 2023 PSUs by approximately 2.6% to account for the net impacts of the acquisition of André Koch AG in 2023 and the acquisition of the CoverFlexx Group in 2024, because such impacts were not contemplated at the time targets were set for the 2023 PSUs. For the cumulative three-year performance period, Adjusted EBITDA was $3,195 million which resulted in vesting at approximately 169.4% of target. The Company’s TSR over the three-year performance period was approximately 15.27%, which resulted in a Relative TSR at the 45th percentile of the peer group, which resulted in vesting at approximately 89.1% of target.
2025 Target PSUs
| Metric | Weight | Threshold | Target | Maximum | Result | % of Target | % Vested | | Adjusted EBITDA(1) | 50% | $2,605 | $2,894 | $3,328 | $3,195 | 110.4% | 169.4% | | Relative TSR | 50% | 25th Percentile | 50th Percentile | 75th Percentile | 45th Percentile | N/A | 89.1% |
2025 Target PSUs
| (1) All dollar amounts represented in millions. |
RSUs
RSUs RSUs granted under our equity incentive plan generally have vesting schedules that are designed to encourage a recipient’s continued employment and to drive shareholder value. The annual RSUs granted to our NEOs in 2025 vest in three substantially equal annual installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment on each applicable vesting date. In addition to the annual RSU grant, Mr. Bowes received an RSU grant in connection with his appointment as President, Global Industrial Coatings on January 27, 2025, which vests in two equal annual installments beginning on January 27, 2026, subject to his continued employment on each applicable scheduled vesting date. Accelerated vesting may occur upon certain terminations of employment following a Change-in-Control as described below under the section “Severance Arrangements.” The number of annual RSUs granted to our NEOs during the year ended December 31, 2025 is listed below.
RSUs
| Name | Number of RSUs Granted in 2025 | | Chris Villavarayan | 78,740 | | Carl D. Anderson II | 20,415 | | Troy D. Weaver | 13,124 | | Hadi H. Awada | 10,500 | | Timothy Bowes(1) | 14,534 |
RSUs
| (1) In addition to the 2025 annual grant of 10,500 RSUs, Mr. Bowes received a grant of 4,034 RSUs in connection with his appointment as President, Global Industrial Coatings on January 27, 2025. |
Practices Related to the Grant of Certain Equity Awards
Practices Related to the Grant of Certain Equity Awards We do not currently grant awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the timing of our disclosure of material non-public information. In the event we determine to grant new awards of such items, the Company will evaluate the appropriate steps to take in relation to the foregoing.
Severance Arrangements
Severance Arrangements Since 2020, the Company has utilized a Restrictive Covenant and Severance Policy, (the “Severance Policy”) with respect to all new members of senior leadership, except for the CEO. The Severance Policy was amended and restated in November 2025 in connection with the Pending Merger to clarify the timing of the post-change in control protection period. Messrs. Anderson, Awada, Weaver and Bowes are all subject to the Severance Policy. Mr. Villavarayan is party to an Executive Restrictive Covenant and Severance Agreement with the Company (the “Executive Agreement”). The rights of our NEOs under the Executive Agreement and the Severance Policy (as applicable), which are described in the graphic below, are substantially similar, and, as used in this Compensation Discussion and Analysis, references to “Severance Arrangements” should be read to include the Executive Agreement and the Severance Policy, except where otherwise noted. These Severance Arrangements allow executives to focus on acting in the best interests of shareholders regardless of the impact on their own employment. The foregoing amounts are in addition to the payment of all earned but unpaid base salary through the termination date and any other vested benefits to which the executive is entitled under the Company’s benefit plans and arrangements.
Retention Awards
Retention Awards To promote retention and ensure leadership continuity in connection with the Pending Merger, on December 15, 2025, the Compensation Committee approved cash retention awards for certain of the Company’s senior leaders and critical talent, including for the following NEOs in the following amounts: Mr. Anderson ($1,360,009); Mr. Awada ($1,040,130); Mr. Bowes ($1,032,500); and Mr. Weaver ($1,084,837) (for such NEOs, the “Retention Awards”), with Mr. Villavarayan not receiving such an award. Payment of the Retention Awards is contingent on the closing of the Pending Merger (the “Pending Merger Closing”). The Retention Awards will vest and become payable in full on the date that is six months after the Pending Merger Closing, subject to continued employment through such date. However, if a Retention Award recipient’s (including a NEO’s) employment is terminated prior to the vesting date due to death or disability, he or she will still receive the Retention Award, contingent upon the occurrence of the Pending Merger Closing. A recipient (including a NEO) will also remain eligible to receive the Retention Award if his or her employment is terminated without cause or, following the Pending Merger Closing, with good reason, contingent on the occurrence of the Pending Merger Closing and with the amount of the award prorated in the event the termination occurs prior to the Pending Merger Closing. Payment of the Retention Award is subject to the NEO’s continued compliance with his or her restrictive covenant agreements and, if payment is triggered by a termination of employment other than death, the NEO’s timely execution and non-revocation of a release of claims.
President, Global Industrial Coatings Promotion
| • | Promotional equity award of $150,000 in RSUs that vests in two equal installments on each of the first and |
President, Global Industrial Coatings Promotion
| • | 2025 long-term equity incentive awards with an aggregate target value at the grant date of $900,000, to be granted on the same terms and at the same time as the annual long-term equity incentive awards provided to the Company’s senior management. |
Summary Compensation Table
Summary Compensation Table The following table sets forth certain information with respect to the compensation paid to our NEOs for the years ended December 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Compensation Plan ($)(3) | All Other ($)(4) | Total ($) | | Chris Villavarayan | 2025 | 1,100,000 | — | 7,389,552 | — | 973,391 | 88,778 | 9,551,721 | | Chief Executive Officer and | 2024 | 1,089,231 | — | 6,669,447 | — | 1,982,750 | 82,207 | 9,823,635 | | President | 2023 | 1,000,000 | — | 6,397,949 | — | 1,940,000 | 356,056 | 9,694,005 | | Carl D. Anderson II | 2025 | 709,901 | — | 1,915,797 | — | 438,512 | 57,378 | 3,121,588 | | Senior Vice President and | 2024 | 693,161 | — | 1,945,239 | — | 944,703 | 55,285 | 3,638,388 | | Chief Financial Officer | 2023 | 255,769 | 500,000 | 3,756,528 | — | 928,872 | 84,942 | 5,526,111 | | Troy D. Weaver | 2025 | 614,804 | — | 1,231,575 | — | 283,162 | 49,799 | 2,179,340 | | President, Global Refinish | 2024 | 602,196 | — | 1,250,488 | — | 616,860 | 47,978 | 2,517,522 | | | 2023 | 536,524 | — | 1,132,380 | — | 535,980 | 46,918 | 2,251,802 | | Hadi H. Awada | 2025 | 588,381 | — | 985,240 | — | 367,313 | 47,120 | 1,988,054 | | President, Global Mobility | 2024 | 575,896 | — | 1,000,397 | — | 679,885 | 45,376 | 2,301,554 | | Coatings | 2023 | 525,366 | — | 905,878 | — | 654,578 | 45,345 | 2,131,167 | | Timothy Bowes | 2025 | 588,127 | — | 1,135,224 | — | 332,913 | 32,937 | 2,089,201 | | President, Global Industrial | — | — | — | — | — | — | — | — | | Coatings | — | — | — | — | — | — | — | — |
Summary Compensation Table
| (1) Reflects base salary actually paid to each NEO for the applicable calendar year. The 2025 base salary rates as approved by the Compensation Committee, effective as of April 7, 2025, were as follows: Mr. Villavarayan, $1,100,000; Mr. Anderson, $715,794; Mr. Weaver, $619,907; and Mr. Awada, $594,360. The Compensation Committee approved the 2025 base salary of $590,000 for Mr. Bowes, effective as of January 27, 2025, in connection with his appointment as President, Global Industrial Coatings. For additional information, see “Compensation Discussion and Analysis – Base Salary.” |
Summary Compensation Table
| (2) Amounts represent the aggregate grant date fair value of stock awards determined in accordance with FASB ASC Topic 718. Refer to Critical Accounting Policies and Estimates in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, for information regarding the assumptions used to value these awards. These values do not represent amounts paid to or realized by the applicable NEO. Stock awards granted in 2025 include both time-based RSUs and performance-based PSUs, and the grant date fair value included for PSUs is based on performance at target levels, which was the assumed probable outcome of such conditions as of the grant date. Assuming that the highest level of performance conditions will be achieved for the PSUs, the grant date values of the total stock awards made in the fiscal year ended December 31, 2025 are as follows: Mr. Villavarayan, $10,799,979; Mr. Anderson, $2,799,950; Mr. Weaver, $1,799,951; Mr. Awada, $1,439,906; and Mr. Bowes, $1,589,890. |
Summary Compensation Table
| (3) Amounts represent awards earned under our 2025 ABP. For additional information, see “Annual Performance-Based Compensation” in “Compensation Discussion and Analysis” above. |
Summary Compensation Table
| (4) Other compensation for the year ended December 31, 2025 includes (i) the value of certain perquisites provided to the NEOs and (ii) our contributions to the NEOs’ 401(k) and deferred compensation plan accounts. |
Summary Compensation Table
| Name | Year | Transportation Related ($) | Individual Liability Insurance ($) | Individual Disability Insurance ($) | Employer Contribution to 401(k) ($) | Employer Contribution to Nonqualified Deferred Compensation Plan ($) | Executive Physicals ($) | Other Payments ($) | Total ($)(i) | | Chris Villavarayan | 2025 | — | 2,907 | 4,460 | 24,500 | 52,500 | 4,411 | — | 88,778 | | Carl D. Anderson II | 2025 | — | 2,907 | 4,851 | 24,500 | 25,120 | — | — | 57,378 | | Troy D. Weaver | 2025 | — | 2,907 | 3,919 | 24,500 | 18,473 | — | — | 49,799 | | Hadi H. Awada | 2025 | — | 2,907 | 3,100 | 24,500 | 16,613 | — | — | 47,120 | | Timothy Bowes | 2025 | — | 2,907 | 5,530 | 24,500 | — | — | — | 32,937 |
Summary Compensation Table
| (i) From time to time the Company allows its employees, including the NEOs, the personal use of tickets for sporting and cultural events previously acquired by the Company for business entertainment purposes. In addition, from time to time a guest of an executive may accompany him or her on a business-related flight aboard a private aircraft. There is no incremental cost to the Company for the use of such tickets or such flights and therefore such items are not reflected in the amounts above. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Chris Villavarayan | ABP | | 715,000 | 1,430,000 | 2,860,000 | | | | | | | | PSU | 3/4/2025 | | | | 59,055 | 118,110 | 236,220 | | 4,689,558 | | | RSU | 3/4/2025 | | | | | | | 78,740 | 2,699,995 | | Carl D. Anderson II | ABP | | 322,107 | 644,215 | 1,288,429 | | | | | | | | PSU | 3/4/2025 | | | | 15,310 | 30,620 | 61,240 | | 1,215,767 | | | RSU | 3/4/2025 | | | | | | | 20,415 | 700,030 | | Troy D. Weaver | ABP | | 232,465 | 464,930 | 929,861 | | | | | | | | PSU | 3/4/2025 | | | | 9,842 | 19,684 | 39,368 | | 781,553 | | | RSU | 3/4/2025 | | | | | | | 13,124 | 450,022 | | Hadi H. Awada | ABP | | 222,885 | 445,770 | 891,540 | | | | | | | | PSU | 3/4/2025 | | | | 7,873 | 15,746 | 31,492 | | 625,195 | | | RSU | 3/4/2025 | | | | | | | 10,500 | 360,045 | | Timothy Bowes | ABP | | 221,250 | 442,500 | 885,000 | | | | | | | | RSU | 1/27/2025 | | | | | | | 4,034 | 149,984 | | | PSU | 3/4/2025 | | | | 7,873 | 15,746 | 31,492 | | 625,195 | | | RSU | 3/4/2025 | | | | | | | 10,500 | 360,045 |
Grants of Plan-Based Awards
| (1) The amounts shown for the ABP represent estimated possible payouts depending on the Company’s financial performance and the participants’ individual performance. Threshold payout reflects threshold Company performance and a 100% individual performance modifier. Target payout reflects target Company performance and a 100% individual performance modifier. Maximum payout reflects maximum Company performance and a 100% individual performance modifier. The amount that can be earned ranges from 0 to 200% of the target payout amount. The actual amounts earned for 2025 are reported in the Summary Compensation Table. For a full description of the ABP, see “Annual Performance-Based Compensation” in “Compensation Discussion and Analysis” above. |
Grants of Plan-Based Awards
| (2) Represents annual PSUs awarded in 2025, with the number of PSUs equal to the target award value divided by the closing stock price on the grant date. The 2025 PSUs cover a three-year performance period and can vest between 0% to 200% of the target award value. See the “Long-Term Equity Incentive Awards – Performance-Based Stock Awards” section in “Compensation Discussion and Analysis” above for more detail. |
Grants of Plan-Based Awards
| (3) Represents RSUs awarded in 2025, with the number of RSUs equal to the award value divided by the closing stock price on the grant date. The RSUs granted in March 2025 vest in equal annual installments on each of the first, second and third anniversaries of the grant date. The RSUs awarded to Mr. Bowes in January 2025 in connection with his appointment as President, Global Industrial Coatings vest in equal annual installments on each of the first and second anniversaries of the grant date. See the “Long-Term Equity Incentive Awards – RSUs” section in “Compensation Discussion and Analysis” above for more detail. |
Grants of Plan-Based Awards
| (4) The grant date fair values for RSUs and PSUs were determined in accordance with FASB ASC Topic 718. The grant date fair value for RSUs was determined using the closing stock price on the date of the grant. The grant date fair value for PSUs was determined using a valuation methodology (Monte Carlo simulation model) to account for the market conditions linked to these awards. Refer to Critical Accounting Policies and Estimates in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, for information regarding the assumptions used to value these awards. |
Outstanding Equity Awards
Outstanding Equity Awards The following table provides information regarding the equity awards held by the NEOs as of December 31, 2025.
Outstanding Equity Awards
| Name | Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Chris Villavarayan | 3/4/2025 | | | | | 78,740 | 2,544,089 | | | | | 3/4/2025 | | | | | | | 88,583 | 2,862,117 | | | 2/28/2024 | | | | | 49,262 | 1,591,655 | | | | | 2/28/2024 | | | | | | | 83,127 | 2,685,833 | | | 2/28/2023 | | | | | 25,280 | 816,797 | | | | | 2/28/2023 | | | | | 96,354(5) | 3,113,198 | | | | | 2/28/2023 | | | | | | | 56,879 | 1,837,760 | | Carl D. Anderson II | 3/4/2025 | | | | | 20,415 | 659,609 | | | | | 3/4/2025 | | | | | | | 22,965 | 741,999 | | | 2/28/2024 | | | | | 14,369 | 464,262 | | | | | 2/28/2024 | | | | | | | 24,245 | 783,356 | | | 8/14/2023 | | | | | 20,657 | 667,428 | | | | | 8/14/2023 | | | | | 52,487(5) | 1,695,855 | | | | | 8/14/2023 | | | | | | | 30,984 | 1,001,093 | | Troy D. Weaver | 3/4/2025 | | | | | 13,124 | 424,036 | | | | | 3/4/2025 | | | | | | | 14,763 | 476,993 | | | 2/28/2024 | | | | | 9,238 | 298,480 | | | | | 2/28/2024 | | | | | | | 15,585 | 503,551 | | | 2/28/2023 | | | | | 4,475 | 144,587 | | | | | 2/28/2023 | | | | | 17,054(5) | 551,015 | | | | | 2/28/2023 | | | | | | | 10,067 | 325,265 | | | 2/25/2019 | 11,574 | | 27.01 | 2/25/2029 | | | | | | | 2/5/2018 | 8,768 | | 29.81 | 2/5/2028 | | | | | | | 2/6/2017 | 8,951 | | 29.48 | 2/6/2027 | | | | | | Hadi H. Awada | 3/4/2025 | | | | | 10,500 | 339,255 | | | | | 3/4/2025 | | | | | | | 11,810 | 381,581 | | | 2/28/2024 | | | | | 7,390 | 238,771 | | | | | 2/28/2024 | | | | | | | 12,468 | 402,841 | | | 2/28/2023 | | | | | 3,580 | 115,670 | | | | | 2/28/2023 | | | | | 13,642(5) | 440,773 | | | | | 2/28/2023 | | | | | | | 8,053 | 260,192 | | Timothy Bowes | 1/27/2025 | | | | | 4,034 | 130,339 | | | | | 3/4/2025 | | | | | 10,500 | 339,255 | | | | | 3/4/2025 | | | | | | | 11,810 | 381,581 | | | 2/28/2024 | | | | | 7,390 | 238,771 | | | | | 2/28/2024 | | | | | | | 12,468 | 402,841 | | | 2/28/2023 | | | | | 4,027 | 130,112 | | | | | 2/28/2023 | | | | | 15,348(5) | 495,894 | | | | | 2/28/2023 | | | | | | | 9,060 | 292,729 |
Outstanding Equity Awards
| (1) Except as noted below, these values represent RSU awards. Annual RSUs granted in February 2023, February 2024 and March 2025 and the sign-on RSUs granted to Mr. Anderson in August 2023 vest one-third on the first, second and third anniversaries of the respective grant dates. The promotional RSUs granted to Mr. Bowes in January 2025 vest one-half on the first and second anniversaries of the grant date. |
Outstanding Equity Awards
| (2) These values equal the number of RSUs or PSUs, as applicable, multiplied by the closing price of our common shares ($32.31) on December 31, 2025. The actual value of awards at the end of the applicable vesting cycle may vary from the valuations indicated above. |
Outstanding Equity Awards
| (3) Based on performance through December 31, 2025, PSUs based on Relative TSR for the 2023-2025 performance cycle (granted in February 2023), the 2024-2026 performance cycle (granted in February 2024) and the 2025-2027 performance cycle (granted in March 2025) each reflect a target performance payout level (100%). PSUs based on Adjusted EBITDA for the 2024-2026 performance cycle (granted in February 2024) and PSUs based on Adjusted EPS for the 2025-2027 performance cycle (granted in March 2025) each reflect a threshold performance payout level (50%). PSUs for the 2024-2026 and 2025-2027 performance cycles will vest, if at all, following the Compensation Committee’s determination of PSUs earned in 2027 and 2028, respectively. For PSUs based on Relative TSR for the 2023-2025 performance cycle, on March 3, 2026, the Compensation Committee determined that such PSUs vested at approximately 89.1% of target. |
Outstanding Equity Awards
| (4) These values equal the number of PSUs indicated multiplied by the closing price of our common shares ($32.31) on December 31, 2025. The actual value of awards at the end of the applicable performance cycle may vary from the valuations indicated above. |
Outstanding Equity Awards
| (5) Represents PSUs based on Adjusted EBITDA for the 2023-2025 performance cycle, reflecting the actual performance payout level of approximately 169.4%, which, as of December 31, 2025, were subject only to service-based vesting requirements as the performance period has ended. In March 2026, the Compensation Committee determined that based on performance through December 31, 2025 the PSUs based on Adjusted EBITDA for the 2023-2025 performance cycle vested at approximately 169.4% of target. |
Pension Benefits for 2025
Pension Benefits for 2025 Our NEOs do not participate in any defined benefit pension plans and received no pension benefits during the year ended December 31, 2025.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table provides information on the Company’s defined contribution deferred compensation plan, the Axalta Coating Systems, LLC Nonqualified Deferred Compensation Plan (the “NDCP”). For additional information, see the discussion above under “Defined Contribution Plans — Deferred Compensation Plans.”
Nonqualified Deferred Compensation
| Name | Plan | Year | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals in Last FY ($)(4) | Aggregate Balance at Last FYE ($)(5) | | Chris Villavarayan | NDCP | 2025 | 14,385 | 52,500 | 12,685 | — | 141,959 | | Carl D. Anderson II | NDCP | 2025 | 34,689 | 25,120 | 10,135 | — | 123,349 | | Troy D. Weaver | NDCP | 2025 | 65,176 | 18,473 | 29,041 | -31,244 | 223,077 | | Hadi H. Awada | NDCP | 2025 | 18,288 | 16,613 | 12,137 | — | 178,414 | | Timothy Bowes(6) | NDCP | 2025 | — | — | — | — | — |
Nonqualified Deferred Compensation
| (1) Reflects elective deferrals of base salary and annual bonus. These amounts, if any, are also reflected in the Summary Compensation Table in the Salary and/or Bonus columns, as applicable. |
Nonqualified Deferred Compensation
| (2) These amounts are also reflected in the Summary Compensation Table in the All Other compensation column. |
Nonqualified Deferred Compensation
| (3) Earnings represent returns on investment alternatives elected by the participant. The investment alternatives are the same as those available to employees under the 401(k) Plan, except that the 401(k) Plan offers a Federal Money Market fund investment that is not offered under the NDCP. |
Nonqualified Deferred Compensation
| (4) Under the NDCP, participants may elect to receive all or a portion of the vested balance of the participant’s account as soon as practicable (but no longer than 90 days) following the earlier of the January 1st or July 1st following the participant’s death, disability or other separation from service, with payment in a lump sum or up to 10 annual installments. A participant may also elect to receive all or a portion of the vested balance of the participant’s account while still providing services, in a lump sum in the calendar month designated by the participant, provided, that, if the participant’s death, disability or separation from service precedes the in-service distribution date elected by the participant, the vested balance of the participant’s account will be distributed in connection with the participant’s death, disability or other separation from service. |
Nonqualified Deferred Compensation
| (5) All or a portion of these amounts have been reported in the Summary Compensation Table for Messrs. Villavarayan, Anderson, Weaver and Awada in previous years. |
Nonqualified Deferred Compensation
| (6) Mr. Bowes did not participate in the NDCP in 2025. |
Potential Payments upon Termination or Change-in-Control
Potential Payments upon Termination or Change-in-Control
CEO PAY RATIO
CEO PAY RATIO The following is a reasonable estimate, prepared in accordance with SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer to that of our median employee, utilizing the methodology described below. Please note that SEC rules and guidance permit a variety of methodologies, exclusions, estimates and assumptions to be used in determining median employee compensation. In addition, employee populations and compensation programs differ by company. Therefore, the pay ratio reported by other companies may not be comparable to our pay ratio reported below. SEC rules and regulations require a registrant to identify its median employee only once every three years, which we did in 2023. For 2025, we concluded that we could continue to use the same median employee identified in 2023 as we believe that there has been no change in the employee population or employee compensation arrangements, or a change in the employee’s circumstances, that would significantly affect the pay ratio disclosure. We then calculated fiscal year 2025 compensation for the median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table. For fiscal year 2025, our median employee’s annual total compensation was $73,615. As set forth in the Summary Compensation Table, our CEO’s annual total compensation for fiscal year 2025 was $9,551,721. Accordingly, the ratio of the annual total compensation of our CEO to our median employee was 130:1. To identify our median employee in 2023, we collected data as of October 15, 2023 for all employees globally and used “base salary” as our Consistently Applied Compensation Measure. As of October 15, 2023, we had a global employee population of approximately 12,155 individuals. We then excluded 594 employees in 15 countries under the 5% de minimis exemption as permitted under SEC rules, where employee counts were as follows: Argentina (11), Colombia (31), Costa Rica (16), Dominican Republic (13), El Salvador (16), Ecuador (8), Guatemala (224), Honduras (21), Indonesia (88), Malaysia (111), Morocco (18), Nicaragua (9), Panama (12), Philippines (8), and Vietnam (8). From the remaining 11,561 employees, we considered the base salary of the remaining population, annualizing base salary for employees hired during 2023 and approximating annual base salary for hourly workers using hourly rates and reasonable estimates of hours worked, in selecting the median employee. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as computed in accordance with SEC rules) and certain financial performance of the Company. For further information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” above.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for First PEO ($) (1) | Summary Compensation Table Total for Second PEO ($) (1) | Compensation Actually Paid to First PEO ($) (1) | Compensation Actually Paid to Second PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) | Selected Measure: Adjusted EBITDA ($ millions) (4) | | | | | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | | | | (a) | (b)(1) | (b)(2) | (c)(1) | (c)(2) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 9,551,721 | N/A | 6,050,499 | N/A | 2,344,546 | 1,579,109 | $113.17 | $141.87 | $379 | $1,128 | | 2024 | 9,823,635 | N/A | 10,767,575 | N/A | 2,652,287 | 2,875,437 | $119.86 | $137.93 | $391 | $1,116 | | 2023 | 9,694,005 | N/A | 11,810,556 | N/A | 3,304,165 | 3,703,188 | $118.98 | $143.32 | $269 | $951 | | 2022 | 10,614,474 | 6,602,134 | 1,261,318 | 4,482,433 | 3,972,278 | 2,812,149 | $89.21 | $124.82 | $192 | $811 | | 2021 | 6,775,219 | N/A | 4,817,133 | N/A | 2,255,922 | 2,040,574 | $116.01 | $130.27 | $264 | $848 |
Pay Versus Performance Table
| (1) The first principal executive officer (“PEO”) for 2025, 2024 and 2023 was Mr. Villavarayan, our CEO, and the only PEO during 2025, 2024 and 2023. The first PEO for 2022 and 2021 was Robert Bryant who served as our CEO for the full year of 2021 and through August 31, 2022 for 2022. The second PEO for 2022 was our current Board Chair, Mr. Sachdev, who served as our interim CEO from August 31, 2022 through December 31, 2022. The dollar amounts reported in column (b)(1) for the first PEO are the amounts of total compensation reported for Mr. Villavarayan for 2025, 2024 and 2023 and for Mr. Bryant for 2022 and 2021 in the “Total” column of the Summary Compensation Table in the Company’s proxy statement for each such applicable year. The dollar amount reported in column (b)(2) for the second PEO is the amount of total compensation reported for Mr. Sachdev for 2022 in the “Total” column of the Summary Compensation Table in the Company’s proxy statement for such year. Reconciliation of Compensation Actually Paid for all PEOs reported in columns (c)(1) and (c)(2) are set forth below. |
Pay Versus Performance Table
| (2) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group, excluding Mr. Villavarayan for 2025, 2024 and 2023, Mr. Bryant for 2022 and 2021 and Mr. Sachdev for 2022, in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding Messrs. Villavarayan, Bryant and Sachdev) for purposes of calculating the average amounts in each applicable year are as follows: (a) for 2025, Messrs. Anderson, Weaver, Awada and Bowes; (b) for 2024, Messrs. Anderson, Weaver and Awada and Shelley Bausch (our former President, Global Industrial Coatings); (c) for 2023, Mr. Anderson, Sean Lannon (our former Senior Vice President, Chief Financial Officer), Brian Berube (our former Senior Vice President, General Counsel and Corporate Secretary), Mr. Weaver and Mr. Awada; (d) for 2022, Messrs. Lannon, Weaver, Berube and Awada; and (e) for 2021, Messrs. Lannon and Berube, Ms. Bausch and Jacqueline Scanlan (our former Senior Vice President and Chief Human Resources Officer). A reconciliation of Average Compensation Actually Paid to Non-PEO NEOs reported in column (e) is set forth below. |
Pay Versus Performance Table
| (3) For each year, total shareholder return for the Company and the peer group was calculated in accordance with Item 201(e) and Item 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, our peer group is the same peer group used for purposes of the performance graph included in the Company’s Annual Reports on Form 10-K and reflects the S&P 400 Materials Index for the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021. |
Pay Versus Performance Table
| (4) The Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to Company performance. Adjusted EBITDA for compensation purposes is Adjusted EBITDA, as externally reported for the applicable fiscal year. |
Pay Versus Performance Table
A reconciliation of the PEO Summary Compensation Table total compensation to the Compensation Actually Paid (“CAP”) is provided in the following tables for each PEO shown in the table above.
Most Important Measures Used by Axalta to Link Executive Compensation Actually Paid to Company Performance
Most Important Measures Used by Axalta to Link Executive Compensation Actually Paid to Company Performance Adjusted EBITDA Free Cash Flow Adjusted EBITDA Margin Relative Total Shareholder Return Adjusted Diluted EPS Please see “Annual Performance-Based Compensation” and “Long-Term Equity Incentive Awards” beginning on pages 50 and 54, respectively, for descriptions of how these metrics are used in our executive compensation program.
Pay Versus Performance Relationships
Pay Versus Performance Relationships The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance Table for each of 2025, 2024, 2023, 2022 and 2021, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the peer group; and (b) comparisons between (i) the compensation actually paid to the PEOs and the average compensation actually paid to our non-PEO NEOs and (ii) each of Axalta’s total shareholder return, net income and Adjusted EBITDA.
Pay Versus Performance Relationships
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