DEF 14A of PPG Industries Inc, Mar 7, 2024

DEF 14A of PPG Industries Inc

Filed Mar 7, 2024 · FY20230001558370-24-002695

Open on EDGAR

  1. Beneficial Shareholders (Shares are held in a stock brokerage account or by a bank or other holder of record)

    | | Page | | Proposal 1: Election of Directors to Serve in a Class Whose Term Expires in 2025 | 15 | | Corporate Governance | 22 | | Compensation of Directors | 36 | | Proposal 2: Advisory Vote on Approval of the Compensation of the Named Executive Officers | 40 | | Compensation Discussion and Analysis | 41 | | Compensation of Executive Officers | 60 | | Pay Ratio | 73 | | Pay Versus Performance | 74 | | Proposal 3: Proposal to Amend the Articles of Incorporation to Provide Shareholders with the Right to Call a Special Meeting | 78 | | Proposal 4: Proposal to Amend the Articles of Incorporation to Provide for the Exculpation of Officers of the Company | 79 | | Proposal 5: Ratification of Independent Registered Public Accounting Firm | 80 | | Equity Compensation Plan Information | 82 | | Beneficial Ownership | 83 | | General Matters | 85 | | Other Information | 90 | | Annex A—Reconciliation of Non-GAAP Financial Measures | A-1 |

  2. Our Director Nominees

    Our Director Nominees

  3. PROPOSAL 1: Election of Directors to Serve in a Class Whose Term Expires in 2025

    PROPOSAL 1: Election of Directors to Serve in a Class Whose Term Expires in 2025 Four directors are nominated for election to a class that will serve until the 2025 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 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 executive 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 on page 12. The Board believes that through their varying backgrounds, our directors bring a wealth of experiences, new ideas and solutions to our Board. On July 20, 2023, the Board of Directors elected Christopher N. Roberts III as a director of PPG, effective October 18, 2023, and assigned him to the class of directors who are standing for election at the 2024 Annual Meeting. The Board assigned Mr. Roberts to the class of directors who are standing for election at the 2024 Annual Meeting as a matter of good corporate governance to bring him before the Company’s shareholders at the next annual meeting after his election to the Board. Michael H. McGarry retired as PPG's Executive Chairman of the Board and as a director on October 1, 2023. The Company thanks Mr. McGarry for his over 35 years of dedicated service to PPG, including serving as a director since 2015 and as Chairman of the Board since 2016. Mr. McGarry’s extraordinary leadership made a significant impact on expanding the Company’s portfolio and reach in key growth markets, strengthened PPG’s position, and set the Company on a solid path for future growth and success. Hugh Grant retired from our Board of Directors on December 31, 2023. The Company thanks Mr. Grant for his 18 years of dedicated service to PPG, including serving nine years as Lead Director. Mr. Grant brought considerable expertise and talents to the Board, including his exceptional leadership, an insightful approach to complex issues and an extensive knowledge of corporate affairs and governance, all of which provided an additional dimension to the Board’s deliberations. Stephen F. Angel retired from our Board of Directors at the conclusion of the Board’s February 15, 2024 meeting. The Company thanks Mr. Angel for his 13 years of dedicated service to PPG, including chairing the Human Capital Management and Compensation Committee and the Sustainability and Innovation Committee. His leadership has played an important role in helping PPG and its leaders navigate complex issues and important decisions that have helped to further strengthen our business. His strategic mindset, global industry insights and proven experience will be missed. PPG’s Articles of Incorporation currently provide that the Board shall be divided into three classes as nearly equal in number as possible. 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 will be elected annually beginning at the 2025 Annual Meeting. The directors to be elected at the 2024 Annual Meeting will be elected to serve a one-year term. At the 2025 Annual Meeting and at each annual meeting of shareholders thereafter, all directors will be elected annually.

  4. PROPOSAL 1: Election of Directors to Serve in a Class Whose Term Expires in 2025

    | | 2024 Proxy Statement 15 |

  5. PROPOSAL 1: Election of Directors to Serve in a Class Whose Term Expires in 2025

    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.

  6. PROPOSAL 1: Election of Directors to Serve in a Class Whose Term Expires in 2025

    | THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. |

  7. Nominees to Serve in a Class Whose Term Expires in 2025

    Nominees to Serve in a Class Whose Term Expires in 2025 The following directors, except Mr. Roberts who was elected to the Board on July 20, 2023, effective October 18, 2023, were elected in 2021 for a three-year term expiring at the 2024 Annual Meeting. Under PPG’s amended Articles of Incorporation, at this Annual Meeting these directors will be elected for a one-year term expiring at the 2025 Annual Meeting.

  8. Nominees to Serve in a Class Whose Term Expires in 2025

    | | Officer of | He served as Executive Chair of Trane Technologies plc, a global leader in climate control and climate-focused innovations for buildings, homes and transportation, from July 1, 2021 until his retirement on December 31, 2021. Previously, Mr. Lamach served as Chairman and Chief Executive Officer of Trane Technologies from its separation from Ingersoll-Rand plc in February 2020 to July 1, 2021. Mr. Lamach served in several roles with Ingersoll-Rand, including Chairman and Chief Executive Officer from June 2010 to February 2020, Director from February 2010 to February 2020, President and Chief Executive Officer from February 2010 to June 2010; President and Chief Operating Officer from February 2009 to February 2010; President of Trane Commercial Systems from June 2008 to February 2009; and President of the Security Technologies Sector from February 2004 to June 2008. Prior to joining Ingersoll-Rand, Mr. Lamach spent 17 years in a variety of management positions with Johnson Controls. Mr. Lamach is also a director of Nucor Corporation. He served as a director of Iron Mountain, Inc. from 2007 to 2015 and as Chair of the Board of the National Association of Manufacturers. | | Michael W. Lamach | | | | | Retired Executive Chair and Chief Executive Officer of Trane Technologies plc Independent Lead Director Age: 60 Committees: Human Capital Management and Compensation; Nominating and Governance | Professional Experience: Mr. Lamach has been a Director of PPG since 2015. He served as Executive Chair of Trane Technologies plc, a global leader in climate control and climate-focused innovations for buildings, homes and transportation, from July 1, 2021 until his retirement on December 31, 2021. Previously, Mr. Lamach served as Chairman and Chief Executive Officer of Trane Technologies from its separation from Ingersoll-Rand plc in February 2020 to July 1, 2021. Mr. Lamach served in several roles with Ingersoll-Rand, including Chairman and Chief Executive Officer from June 2010 to February 2020, Director from February 2010 to February 2020, President and Chief Executive Officer from February 2010 to June 2010; President and Chief Operating Officer from February 2009 to February 2010; President of Trane Commercial Systems from June 2008 to February 2009; and President of the Security Technologies Sector from February 2004 to June 2008. Prior to joining Ingersoll-Rand, Mr. Lamach spent 17 years in a variety of management positions with Johnson Controls. Mr. Lamach is also a director of Honeywell International Inc. and Nucor Corporation. He served as a director of Iron Mountain, Inc. from 2007 to 2015 and as Chair of the Board of the National Association of Manufacturers. | | Qualifications: During his career, Mr. Lamach led a number of businesses serving different end-use markets, including automotive components, controls, security systems and HVAC systems. As former Chairman and Chief Executive Officer of Trane Technologies plc and previously of Ingersoll-Rand plc, he brings to the Board experience leading global companies that sell a diverse range of products and services to both industrial and consumer customers. Mr. Lamach’s past service as the Chair of the Board of the National Association of Manufacturers provides him with keen insight into the challenges facing manufacturers. | | |

  9. Nominees to Serve in a Class Whose Term Expires in 2025

    | 16 2024 Proxy Statement | |

  10. Nominees to Serve in a Class Whose Term Expires in 2025

    | Martin H. Richenhagen | | | | | Retired Chairman, President and Chief Executive Officer of AGCO Corporation Independent Age: 71 Committees: Human Capital Management and Compensation; Sustainability and Innovation | Professional Experience: Mr. Richenhagen has been a Director of PPG since 2007. He served as Chairman, President and Chief Executive Officer of AGCO Corporation, an agricultural equipment manufacturer from 2006 through December 2020. From 2004 to 2006, he served as President and Chief Executive Officer of AGCO. From 2003 to 2004, Mr. Richenhagen was Executive Vice President of Forbo International SA, a Swiss flooring materials company. From 1998 to 2003, he was with CLAAS KgaA MbH, a German-based manufacturer of agricultural and forest machinery, serving as Group President from 2000 until 2003. Mr. Richenhagen is also a director of Linde plc and Daimler Truck Holding AG. Mr. Richenhagen was a director of Axios Sustainable Growth Acquisition Corporation from 2022 to 2023 and Praxair, Inc. from 2015 until the closing of its combination with Linde AG in October 2018. | | Qualifications: Mr. Richenhagen led global manufacturing companies for many years. As Chairman, President and Chief Executive Officer of AGCO Corporation, he led a global manufacturer of agricultural equipment with dealers and distributors in more than 140 countries worldwide. Mr. Richenhagen brings considerable international business experience to the Board, having served as a senior executive at multinational companies located in Europe and the United States. | | |

  11. Nominees to Serve in a Class Whose Term Expires in 2025

    | Christopher N. Roberts III | | | | | Executive Vice President and General Manager, Global Food and Beverage of Ecolab Inc. Independent Age: 61 Committees: Audit; Sustainability and Innovation | Professional Experience: Mr. Roberts has been a Director of PPG since October 2023. He has served as Executive Vice President and General Manager, Global Food and Beverage of Ecolab Inc., a global leader in water, hygiene and infection prevention solutions and services, since November 24, 2020. Mr. Roberts joined Ecolab in October 2020 as Executive Vice President, Strategic Initiatives. Prior to joining Ecolab, Mr. Roberts was an executive at Land O’Lakes, Inc., a member-owned cooperative and one of America’s premier agribusiness and food companies, serving as Executive Vice President and Chief Customer Officer from September 2019 to May 2020 and Executive Vice President and Chief Operating Officer, Dairy Foods from February 2017 to August 2019. Previously, Mr. Roberts held leadership roles at Cargill, Incorporated, a world leading provider of food ingredients, agricultural and food service products and financial and technological solutions, including President, Cargill Foodservice North America from 2016 until January 2017; President, Value Added Protein from 2015 to 2016; President, Kitchen Solutions from 2011 to 2015; Group Vice President, Food Products, Corn Milling North America from 2009 to 2011; and Vice President and General Manager, Sweeteners Americas from 2006 to 2009. Prior to Cargill, Mr. Roberts held progressively responsible sales, marketing and general management positions with PepsiCo, Inc.’s Frito-Lay business and with The Coca-Cola Company. During 2020, he was a strategy and growth advisor to MIC Capital Partners, a private equity firm owned by the Mubadala Investment Company, advising senior leadership teams of consumer product-focused companies in the MIC Capital portfolio. Mr. Roberts served as a director of Meredith Corporation from 2019 to 2021, when Meredith was acquired by Gray Television Inc. and IAC Inc. | | Qualifications: Mr. Roberts’s senior leadership roles at several leading, multinational industrial and consumer products companies provides him with substantial operational, marketing, customer relations, retail and branding experience in business-to-business and business-to-consumer settings. He brings to the Board significant experience growing and improving the businesses he has led. | | |

  12. Nominees to Serve in a Class Whose Term Expires in 2025

    | | 2024 Proxy Statement 17 |

  13. Nominees to Serve in a Class Whose Term Expires in 2025

    | Catherine R. Smith | | | | | Chief Financial Officer and Treasurer of Nordstrom, Inc. Independent Age: 60 Committees: Audit; Sustainability and Innovation | Professional Experience: Ms. Smith has been a Director of PPG since 2019. She has been Chief Financial Officer and Treasurer of Nordstrom, Inc., a leading retailer of apparel, shoes, beauty products, accessories and home goods with over 350 locations, since May 2023. She previously served as Chief Financial and Administrative Officer of Bright Health Group, Inc., a diversified, consumer-focused healthcare company providing a broad range of benefits and services to consumers and care providers in local markets throughout the United States, from January 2020 to May 2023. Prior to joining Bright Health, Ms. Smith was Executive Vice President and Chief Financial Officer of Target Corporation, a customer-centric, omnichannel retailer with approximately 2,000 stores in the United States, from September 2015 to November 2019. From February to December 2014, Ms. Smith was Executive Vice President and Chief Financial Officer of Express Scripts Holding Company, a Fortune 20 company and the United States’ largest pharmacy benefit manager, leaving the company in March 2015. Prior to Express Scripts, Ms. Smith held Chief Financial Officer positions at Walmart International, GameStop Corp., Centex Corp. and others. Ms. Smith is also a director of Baxter International Inc. | | Qualifications: Ms. Smith has significant expertise gained from years of leading the complex finance organizations of some of the largest companies in the United States. Her experience in financial reporting, accounting and internal controls brings valuable expertise to the Board. In addition, Ms. Smith has extensive experience leading retail companies with a national and international footprint similar to that of PPG. | | |

  14. Continuing Directors—Term Expires in 2025

    Continuing Directors—Term Expires in 2025 The following directors were elected in 2022 for a three-year term expiring at the 2025 Annual Meeting or in 2023 for a two-year term expiring at the 2025 Annual Meeting. Under PPG’s amended Articles of Incorporation, at the 2025 Annual Meeting these directors will be elected for a one-year term expiring at the 2026 Annual Meeting.

  15. Continuing Directors—Term Expires in 2025

    | | Company | | | Melanie L. Healey | | | | | Former Group President, North America of The Procter & Gamble Company Independent Age: 62 Committees: Nominating and Governance; Sustainability and Innovation | Professional Experience: Ms. Healey has been a Director of PPG since 2016. She served as Group President at Procter & Gamble, one of the world’s leading providers of branded consumer packaged goods, from 2007 to 2015, serving as President and Advisor to the Chairman and Chief Executive Officer from January to June 2015; as Group President, North America from 2009 to 2015; and as Group President, Global Feminine and Health Care sector from 2007 to 2009. She previously served as President, Global Feminine Care and Adult Care sector from 2005 to 2007 and as Vice President and General Manager, Feminine Care North America from 2001 to 2005. Ms. Healey joined Procter & Gamble in 1990. She has more than 30 years of experience in the consumer goods industry having previously held positions with S. C. Johnson & Son, Inc. and Johnson & Johnson. Ms. Healey is also a director of Hilton Worldwide Holdings Inc., Kenvue Inc. and Verizon Communications Inc. | | Qualifications: Ms. Healey has extensive experience in the consumer goods industry with three multinational companies. She has a thorough understanding of strategy, branding, consumer marketing and international operations, including 18 years working outside the United States. Ms. Healey brings to the Board significant marketing, brand building, managerial and international expertise gained from years of experience marketing consumer products to customers worldwide. | | |

  16. Continuing Directors—Term Expires in 2025

    | 18 2024 Proxy Statement | |

  17. Continuing Directors—Term Expires in 2025

    | | | Consolidated master limited partnerships formed by Marathon Petroleum Corporation. | | Gary R. Heminger | | | | | Retired Chairman and Chief Executive Officer of Marathon Petroleum Corporation Independent Age: 70 Committees: Human Capital Management and Compensation; Nominating and Governance | Professional Experience: Mr. Heminger has been a Director of PPG since 2017. Mr. Heminger retired as Chairman and Chief Executive Officer of Marathon Petroleum Corporation in April 2020. He became Chief Executive Officer of Marathon Petroleum in 2011 and became Chairman of the Board in 2016. Marathon Petroleum is one of the largest independent petroleum product refining, marketing, retail and pipeline transportation companies in the United States. Mr. Heminger spent over 45 years in a variety of leadership, financial and marketing positions with Marathon Petroleum. From 2011 to 2020, he served as President and Chief Executive Officer of Marathon Petroleum Corporation, and from 2001 to 2011, Mr. Heminger served as both Executive Vice President – Downstream, Marathon Oil Corporation and as President of Marathon Petroleum Company LLC. Previously, he served as Executive Vice President, Supply, Transportation and Marketing for Marathon Ashland Petroleum from January to September 2001; as Senior Vice President, Business Development from 1999 to January 2001; and as Vice President, Business Development from 1998 to 1999. From 2012 to April 2020, Mr. Heminger also served as Chairman of the Board and Chief Executive Officer of MPLX GP LLC, a wholly owned, indirect subsidiary of Marathon Petroleum and the general partner of MPLX LP, a consolidated master limited partnership formed to own and operate midstream energy infrastructure assets. Mr. Heminger is also a director of Fifth Third Bancorp. | | Qualifications: Mr. Heminger has significant leadership and financial expertise gained from years of service at a large petroleum product refining, transport, marketing and retail company. His over 40 years of experience leading a complex manufacturing and marketing business provides useful guidance in managing PPG’s complex organization with many of the same challenges and opportunities as faced by PPG. Mr. Heminger also brings to the Board marketing and retail expertise gained from overseeing Marathon Petroleum Corporation’s former network of gasoline retail locations and convenience stores. | | |

  18. Continuing Directors—Term Expires in 2025

    | Timothy M. Knavish | | | | | Chairman and Chief Executive Officer of PPG Industries, Inc. Age: 58 Committees: None | Professional Experience: Mr. Knavish has been a Director of PPG since 2022. He has served as Chairman and Chief Executive Officer of PPG since October 1, 2023. He served as President and Chief Executive Officer of PPG from January 1, 2023 until October 1, 2023 and as Chief Operating Officer from March 1, 2022 to December 31, 2022. Mr. Knavish previously served as Executive Vice President from October 2019 through February 2022; Senior Vice President, Architectural Coatings and President, PPG Europe, Middle East and Africa from January 2019 through September 2019; Senior Vice President, Industrial Coatings from October 2017 through December 2018; Senior Vice President, Automotive Coatings from March 2016 through September 2017; Vice President, Protective and Marine Coatings from August 2012 through February 2016 and Vice President, Automotive Coatings, Americas from March 2010 through July 2012. Mr. Knavish joined PPG in 1987. Mr. Knavish is also a director of Rockwell Automation, Inc. | | Qualifications: Mr. Knavish has been an employee of PPG for over 35 years and has served in executive level positions at PPG since 2010, providing him with significant knowledge of the coatings industry. He has been a highly successful leader of businesses in both PPG’s Industrial Coatings and Performance Coatings segments, serving in a variety of key business and functional leadership roles in the United States, Europe and the Asia Pacific region. Mr. Knavish has been integral to PPG’s acquisition strategy. Mr. Knavish also has led PPG’s efforts to enhance PPG’s sales capabilities and digital offerings. | | |

  19. Continuing Directors—Term Expires in 2025

    | | 2024 Proxy Statement 19 |

  20. Continuing Directors—Term Expires in 2025

    | | | , and from 2012 to 2014 she was an operating partner at Kleiner Perkins Caufield & Byers, a top venture capital firm. From 2010 to 2012, Ms. Ligocki was President and Chief Executive Officer and a director of Next Autoworks, a start-up automobile manufacturer. From 2008 to 2010, she served as principal at Pine Lake Partners, a consultancy for start-up companies, and from 2008 to 2009 she was President and Chief Executive Officer of start-up Mexican automobile manufacturer and retailer, GS Motors, owned by Grupo Salinas, a Mexican conglomerate. From 2003 to 2007, Ms. Ligocki was Chief Executive Officer of Tower Automotive, a Fortune 1000 automotive supplier. Her previous experience includes executive leadership positions in global operations at Ford Motor Company and United Technologies Corporation as well as various leadership roles at General Motors Corporation. Ms. Ligocki is also a director of Lear Corporation and Carpenter Technology Corporation and served as a director of Ashland Inc. from 2004 to 2014. | | Kathleen A. Ligocki | | | | | Former Chief Executive Officer of Agility Fuel Solutions, LLC Independent Age: 67 Committees: Audit; Human Capital Management and Compensation | Professional Experience: Ms. Ligocki has been a Director of PPG since 2020. Ms. Ligocki served as Chief Executive Officer of Agility Fuel Solutions, LLC, a leading manufacturer of natural gas solutions for medium and heavy-duty vehicles in North America, from 2015 to 2019. From 2014 to 2015, she was President and Chief Executive Officer and a director of start-up company, Harvest Power, Inc., a leading organic waste management company in North America, and from 2012 to 2014 she was an operating partner at Kleiner Perkins Caufield & Byers, a top venture capital firm. From 2010 to 2012, Ms. Ligocki was President and Chief Executive Officer and a director of Next Autoworks, a start-up automobile manufacturer. From 2008 to 2010, she served as principal at Pine Lake Partners, a consultancy for start-up companies, and from 2008 to 2009 she was President and Chief Executive Officer of start-up Mexican automobile manufacturer and retailer, GS Motors, owned by Grupo Salinas, a Mexican conglomerate. From 2003 to 2007, Ms. Ligocki was Chief Executive Officer of Tower Automotive, a Fortune 1000 automotive supplier. Her previous experience includes executive leadership positions in global operations at Ford Motor Company and United Technologies Corporation as well as various leadership roles at General Motors Corporation. Ms. Ligocki is also a director of Carpenter Technology Corporation and Lear Corporation. She served as a director of Qell Acquisition Corp. from October 2020 to December 2021 and as a director of Ashland Inc. from 2004 to 2014. | | Qualifications: Ms. Ligocki has diverse senior leadership experience in the automotive and transportation industry, a key customer for PPG’s products. As the chief executive officer of several start-up and early stage companies, she brings to the Board significant understanding of the importance of innovation and the process of bringing new ideas to market. Ms. Ligocki also has substantial experience managing the manufacturing and operations of multinational companies. | | |

  21. Continuing Directors—Term Expires in 2025

    | Michael T. Nally | | | | | Chief Executive Officer and Director of Generate Biomedicines, Inc. and CEO-partner of Flagship Pioneering Independent Age: 48 Committees: Audit; Sustainability and Innovation | Professional Experience: Mr. Nally has been a Director of PPG since 2021. He has been Chief Executive Officer of Generate Biomedicines, Inc., a company that uses machine learning algorithms to design biological compounds to combat disease, since March 31, 2021. Previously, Mr. Nally was Executive Vice President and Chief Marketing Officer of Merck & Co., Inc., a leading, global health care company that delivers innovative health solutions through prescription medicines, vaccines, biologic therapies and animal health products, from January 2019 to March 31, 2021. Mr. Nally led Merck’s human health business and was responsible for developing Merck’s growth strategy and commercialization model. From September 2016 to January 2019, Mr. Nally served as President, Global Vaccines and delivered significant business growth and a dramatic increase in the reach and public health impact of pediatric, adolescent and adult vaccines. He served as Managing Director, United Kingdom and Ireland from January 2014 through August 2016. Previously, Mr. Nally served in key management positions in strategic initiatives, commercial operations, business development and investor relations after joining Merck in 2003. | | Qualifications: Mr. Nally’s leadership experience in the pharmaceutical industry brings to the Board extensive understanding of the research and development process and the importance of product innovation to growth. He also has valuable experience commercializing new technologies and marketing products to consumers. Mr. Nally also has experience managing significant global businesses for a multinational company. | | |

  22. Continuing Directors—Term Expires in 2025

    | 20 2024 Proxy Statement | |

  23. Continuing Directors—Term Expires in 2025

    | Guillermo Novo | | | | | Chairman and Chief Executive Officer of Ashland Inc. Independent Age: 61 Committees: Audit; Human Capital Management and Compensation | Professional Experience: Mr. Novo has been a Director of PPG since 2021. He has been Chairman and Chief Executive Officer of Ashland Inc. (formerly known as Ashland Global Holdings Inc.), a leading, global manufacturer of specialty materials for customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceuticals, since December 31, 2019. Prior to becoming Chairman and Chief Executive Officer, Mr. Novo was an independent director of Ashland, joining the board in May 2019. Mr. Novo served as the President and Chief Executive Officer and a director of Versum Materials, Inc. from 2016 until its sale in 2019. Previously, Mr. Novo served as Executive Vice President, Materials Technologies of Air Products and Chemicals, Inc. from 2014 to 2016, leading the spin-off of Versum Materials from Air Products and Chemicals. He joined Air Products and Chemicals in 2012 as Senior Vice President, Electronics, Performance Materials, Strategy and Technology. Prior to joining Air Products and Chemicals, Mr. Novo was employed by the Dow Chemical Company where he most recently served as Group Vice President, Dow Coating Materials. He began his career in 1986 with Rohm and Haas Company (which merged with Dow in 2009) and held a variety of commercial, marketing, and general management positions, living in South America, the United States and Asia. In 1998, Mr. Novo was named a Vice President at Rohm and Haas, and in 2006 he became a corporate officer and one of five group executives on the corporate leadership team responsible for driving the overall strategy for the company. Mr. Novo served as a director of Versum Materials, Inc. from 2016 to 2019 and as a director of Bemis Company, Inc. from 2018 to 2019 when Bemis was acquired by Amcor plc. | | Qualifications: Mr. Novo’s over 30 years in the specialty chemicals and specialty materials industry brings to the Board extensive understanding of our business, including the perspective of a strategic raw material supplier to the specialty chemicals industry. He also has significant experience and knowledge in the areas of business strategy, mergers and acquisitions in the chemicals industry, global business operations, manufacturing and corporate governance. | | |

  24. Continuing Directors—Term Expires in 2025

    | | 2024 Proxy Statement 21 |

  25. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  26. Directors Compensation (2023)

    Directors Compensation (2023)

  27. Directors Compensation (2023)

    | | FEES EARNED OR | | | | | | | PAID IN CASH ($)(1) | | | | | | | | COMMITTEE | | | | | | ANNUAL | CHAIRPERSON | STOCK | ALL OTHER | | | NAME | RETAINER | FEES | AWARDS ($)(3) | COMPENSATION ($)(4) | TOTAL ($) | | S. F. Angel | $135,000 | $5,000 | $165,100 | $10,000 | $315,100 | | H. Grant (2) | $101,250 | $27,500 | $165,100 | $10,000 | $303,850 | | M. L. Healey | $135,000 | $15,000 | $165,100 | $10,000 | $325,100 | | G. R. Heminger | $135,000 | $15,000 | $165,100 | $20,000 | $335,100 | | M. W. Lamach | $135,000 | $27,500 | $165,100 | $20,000 | $347,600 | | K. A. Ligocki | $135,000 | $— | $165,100 | $— | $300,100 | | M. T. Nally | $135,000 | $— | $165,100 | $— | $300,100 | | G. Novo | $135,000 | $— | $165,100 | $— | $300,100 | | M. H. Richenhagen | $135,000 | $— | $165,100 | $— | $300,100 | | C. N. Roberts III (5) | $61,264 | $— | $83,018 | $— | $144,282 | | C. R. Smith | $135,000 | $25,000 | $165,100 | $— | $325,100 |

  28. Directors Compensation (2023)

    | (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 2023, the annual retainer for service as a committee chair or as the Lead Director was as follows: $35,000 for the Lead Director; $25,000 for the chair of the Audit Committee; $20,000 for the chair of each of the Nominating and Governance Committee and the Human Capital Management and Compensation Committee; and $15,000 for the chair of the Sustainability and Innovation Committee. |

  29. Directors Compensation (2023)

    | (2) Mr. Grant retired as a director, effective December 31, 2023. Mr. Grant received a prorated retainer of $101,250. |

  30. Directors Compensation (2023)

    | (3) In April 2023, each director, other than Mr. Roberts, received 1,174 time-based restricted stock units, or TBRSUs. The TBRSUs will vest on April 17, 2024, and the grant date fair value of each RSU grant was $140.63. 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, 2023, which is located on pages 66 through 68 of our Annual Report on Form 10-K. As of December 31, 2023, each non-employee director had 1,174 unvested RSUs. |

  31. Directors Compensation (2023)

    | (4) 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 (increased to $20,000 for 2022 only), 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." |

  32. Directors Compensation (2023)

    | (5) Mr. Roberts was elected as a director, effective October 18, 2023. Mr. Roberts received a prorated retainer of $61,264 and 645 TBRSUs. The TBRSUs have a grant date fair value of $128.71 and vest on April 17, 2024. |

  33. COMPENSATION DISCUSSION AND ANALYSIS ROADMAP

    | | HOW DID WE PERFORM? ● Adjusted earnings per diluted share of $7.67, an increase of 27% versus 2022 ● Record net sales of $18.2 billion were up 3%. Organic sales were higher by 3% driven by pricing realization of 5%, partially offset by lower sales volumes ● Returned approximately $700 million to shareholders in the form of share repurchases and dividends | | ● Generated record cash flow from operations of about $2.4 billion, $1.4 billion above 2022 led by strong earnings and reductions in working capital ● Aggregate segment margins improved by 310 basis points, driven by pricing execution, lower input costs and improving operational performance ● We exceeded our targets for adjusted earnings per diluted share, adjusted cash flow from operations and price increase | | 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 | | | | 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 | | 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 70% 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 | | | | 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 2023 say-on-pay resolution ● Our compensation program is heavily weighted toward pay for meeting performance objectives and increasing PPG’s stock price |

  34. Executive Compensation Best Practices

    | WE DO | | WE DO NOT | | √ | Hold an annual say-on-pay advisory vote for shareholdersx | Have employment contracts with our named executive officers | | √ | Pay for performance – a substantial portion of compensation is performance-basedx | Allow our officers to engage in short sales or hedge their PPG securities | | √ | Use an appropriate peer group when establishing compensationx | Allow our officers to pledge their PPG securities or place their PPG securities in a margin account | | √ | Balance short-term and long-term incentivesx | Guarantee incentive awards | | √ | Align executive compensation with shareholder returns through long-term incentivesx | Provide significant perquisites to our executive officers | | √ | Cap individual payouts in incentive plansx | Reprice, reload or discount options | | √ | Maintain a compensation recovery policy in the event of a financial restatement | | | √ | Maintain robust stock ownership requirements for executives | | | √ | Mitigate undue risk-taking in compensation programs | | | √ | Condition grants of long-term incentive awards on non-compete and non-disclosure restrictions | | | √ | Retain a fully independent, external compensation consultant whose independence is reviewed annually by the Human Capital Management and Compensation Committee | | | √ | Include a double-trigger change-in-control provision for equity grants | | | √ | Incentive plans that are appropriately weighted between short-term and long-term performance and cash and equity using multiple award types and performance measures | |

  35. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | 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. |

  36. COMPENSATION DISCUSSION AND ANALYSIS

    | | 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. |

  37. Compensation Philosophy and Objectives

    | ● | 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; and |

  38. Compensation Philosophy and Objectives

    | ● | 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. |

  39. Annual Compensation Programs

    | ● | comparison company median data from a comparator group consisting of 21 companies. |

  40. 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. 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 by adjusting this compensation data to reflect differences in company revenues using regression analysis. The competitive analysis showed that the 2023 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:

  41. Annual Compensation Programs

    | ● | Annual compensation: Information regarding base salary and annual incentive targets for the current year; |

  42. Annual Compensation Programs

    | ● | 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; |

  43. Annual Compensation Programs

    | ● | Description and quantification of all compensation and benefits payable upon retirement, termination of employment or change in control. |

  44. Annual Compensation Programs

    | | HOW DO WE ADDRESS RISK? In the following section, we outline strategies that we have developed to mitigate risks over the short and long term in consideration of regulatory requirements. |

  45. 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 2023 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.

  46. 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. Equity awards are granted 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. Beginning in February 2024, annual equity award grants are granted two business days 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 the hiring or promotion, not our stock price or the timing of any release of Company information. Option Exercise Price. The exercise price of a newly granted stock option is the closing price on the New York Stock Exchange on the date of grant. With respect to the occasional interim grants of stock options to a newly hired or promoted executive, the exercise price is the closing price on the New York Stock Exchange on the date of grant, which is 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.

  47. 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.”

  48. Principal Components of Executive Compensation

    | COMPENSATION COMPONENT | OVERVIEW | OBJECTIVES | | Base Salary | Fixed compensation that is established annually based on local market data and individual performance | Maintain parity with the competitive market for executives in comparable positions | | Annual Incentive Awards | Variable compensation that is based on Company, business, and individual performance | Incentivize executive officers to achieve our short-term performance objectives | | Long-Term, Equity-Based Incentives | Variable compensation that is based solely on Company performance | Retain our executive officers, align their financial interests with the interests of shareholders, and incentivize achievement of our long-term strategic goals |

  49. Annual Compensation

    Annual Compensation Our annual compensation policies reflect our pay-for-performance philosophy. We set target total annual compensation for our executive officers to be competitive with the market value for comparable positions, taking into account each executive’s experience in the position and performance. Annual incentive awards are targeted at a level that, when combined with base salaries, is intended to yield total annual compensation that approximates market value. As a result, total annual compensation for a position generally should exceed its market value when our financial performance exceeds our applicable annual targets and individual performance contributes to meeting our objectives. Total annual compensation generally should be below market value when our financial performance does not meet targets and/or individual performance does not have a favorable impact on our objectives. Base Salary. Based on the Human Capital Management and Compensation Committee’s review of the applicable compensation data as discussed above, in February 2023 the Human Capital Management and Compensation Committee set base salaries effective March 1, 2023 for all executive officers in relation to the market value for comparable positions. Mr. McGarry did not receive a base salary increase in 2023. Mr. Knavish’s annual base salary increased by $300,000 to $1,200,000. Mr. Morales received a base salary increase of $30,000. Ms. Foulkes received a base salary increase of $25,000. Mr. Vadlamannati received a base salary increase of $28,000. Ms. Ericson received a base salary increase of $27,000. Annual Incentive Awards. In February 2023, 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 2023, this target, when expressed as a percentage of base salary, was as follows for each of the executive officers named in the Summary Compensation

  50. Annual Compensation

    Table: Mr. McGarry, 160%; Mr. Knavish, 145%; Mr. Morales, 100%; Ms. Foulkes, 90%; Mr. Vadlamannati, 70% and Ms. Ericson, 70%. 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 our Executive Chairman, Chairman and Chief Executive Officer, our Senior Vice President and Chief Financial Officer and our Senior Vice President and General Counsel include specific financial targets for Company performance (weighted 80%) and personal performance (weighted 20%). The performance objectives for our other executive officers include specific financial targets for Company performance (weighted 50%), business performance (weighted 30%) and personal performance (weighted 20%). For many years, PPG has been committed to sustainability. Recognizing the importance of sustainability and its ability to drive innovation in our business, PPG includes sustainability goals in the performance goals of its Executive Chairman and President and Chief Executive Officer. Performance against these goals is reviewed by the Human Capital Management and Compensation Committee of the Board of Directors. 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. Depending on their role, some executives and senior managers, by virtue of their responsibilities, may have goals related to social or environmental performance. In addition, executive business unit leaders receive sustainability scorecards for their business unit, and they are responsible for driving improvement in their business unit’s sustainability metrics. Safety, waste costs, energy usage and costs, and sustainably advantaged product sales are part of these executives’ annual performance review. Beginning in 2022, our executive officers have ESG goals included in the individual performance component of their annual incentive award. Each executive officer has a diversity, equity and inclusion goal and sustainability targets that align with the Company’s strategies. 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 60%), adjusted cash flow from operating activities (weighted 20%), price increase (weighted 10%) and sales volume growth (weighted 10%), 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 2023, as described below, the Human Capital Management and Compensation Committee exercised discretion and approved certain non-operating adjustments to the 2023 reported earnings per diluted share from continuing operations, cash flow from operating activities – continuing operations results, price increase and sales volume growth, 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 will be applied as an adjustment to earnings per diluted share. In February 2023, the Human Capital Management and Compensation Committee approved a financial performance standard for the Company component of the award of $6.05 adjusted earnings per diluted share from continuing operations, adjusted cash flow from operating activities of $1,895 million, price increase of 3.80% and sales volume growth of -1.20%. If achieved, this standard would generate 100% of the target bonus for the Company component of the award. The approved performance standard for 2023 included a threshold adjusted earnings per diluted share from continuing operations of $4.47, below which no bonus would be paid, regardless of the adjusted cash flow from operating activities, the sales increase or the sales volume growth results. The committee also set threshold cash flow from continuing operations performance of $1,180 million, a threshold price increase performance of 0.00% and a threshold sales volume growth performance of -2.40% for payment on those three components. In addition, the approved performance standard for 2023 included a maximum bonus opportunity of 220% if adjusted earnings per

  51. Approved 2023 Performance Components

    Business unit short-term performance objectives and their assessment are specific to each particular business and are based on earnings before taxes and interest, working capital reduction, price increase and sales volume 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 2023, we assessed the performance of 12 defined businesses against the criteria discussed above. Actual payouts of the business performance component ranged from 40% to 190% of target. The business performance component payout for our executive officer named in the Summary Compensation Table who has primarily business unit responsibility, Ms. Ericson, is based on the performance of the specific business for which she was responsible. Ms. Ericson’s business performance component was based on the results of the protective and marine coatings business. The performance of this business exceeded performance objectives for earnings before interest and taxes, working capital reduction, price increase and sales volume growth and resulted in achieving 190% of target for this component. The level of achievement of corporate and personal performance objectives for 2023 for Messrs. McGarry, Knavish, Morales and Ms. Foulkes corresponded to payouts of 183%, 184%, 183% and 183% of target, respectively. The level of achievement of business, corporate and personal performance objectives for 2023 for Mr. Vadlamannati and Ms. Ericson corresponded to payouts of 175% and 181% of target, respectively. The annual incentive awards actually paid to each of these executives for 2023 are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Annual incentive awards for these executive officers for the years that they have been named executive officers have ranged from 63% to 184% of target. Annual incentive awards are payable in cash, except that any executive who does not meet the stock ownership requirements described under “PPG Stock Ownership Requirements” receives 20% of their annual incentive award in the form of PPG common stock. Such stock is restricted from sale by such executive for a period of between two and five years, depending upon the level of stock ownership of the executive. In addition, for officers who have been subject to the policy for more than five years at their current requirement level and have not met the ownership requirement, 100% of the vested shares delivered from the PBRSU award and TSR share award must be held by the officer 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. All executive officers named in the Summary Compensation Table have met their stock ownership requirement. For additional information concerning our deferred compensation plan, see “Deferred Compensation Opportunities.”

  52. 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:

  53. Long-Term Incentive Compensation

    | ● | Stock options; |

  54. Long-Term Incentive Compensation

    | ● | Total Shareholder Return contingent shares, or TSR shares; and |

  55. Long-Term Incentive Compensation

    | ● | Performance-based Restricted Stock Units, or PBRSUs. |

  56. Long-Term Incentive Compensation

    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.

  57. Long-Term Incentive Compensation

    | 54 2024 Proxy Statement | |

  58. Long-Term Incentive Compensation

    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 2023 were granted from our shareholder-approved Omnibus Incentive Plan. Some features of our stock option program include:

  59. Long-Term Incentive Compensation

    | ● | Options become exercisable on the third anniversary of the date of grant; |

  60. Long-Term Incentive Compensation

    | ● | The term of each grant does not exceed ten years; |

  61. Long-Term Incentive Compensation

    | ● | The exercise price is equal to the closing market price on the date of grant (we do not backdate or grant discounted stock options); |

  62. Long-Term Incentive Compensation

    | ● | We do not grant options with “reload” or “restored” provisions; and |

  63. Long-Term Incentive Compensation

    | ● | Repricing of stock options is prohibited. |

  64. Long-Term Incentive Compensation

    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 additional information concerning the timing of grants of stock options, see “Our Policies with Respect to the Granting of Equity Awards.” In February 2023, the following stock options were awarded to each of the executive officers named in the Summary Compensation Table: Mr. Knavish, 67,115; Mr. Morales, 26,605; Ms. Foulkes, 12,874; Mr. Vadlamannati, 8,583; and Ms. Ericson, 7,724. 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:

  65. 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 |

  66. 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% | | Below | —% |

  67. 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 2023, the following TSR shares were awarded to each of the executive officers named in the Summary Compensation Table: Mr. Knavish, 19,883; Mr. Morales, 7,886; Ms. Foulkes, 3,816; Mr. Vadlamannati, 2,544; and Ms. Ericson, 2,290. 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.”

  68. Long-Term Incentive Compensation

    | | 2024 Proxy Statement 55 |

  69. Long-Term Incentive Compensation

    The performance period for the TSR shares granted in 2021 ended on December 31, 2023. 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, 2023. PPG’s ranking on this performance measure was at the 32nd percentile, resulting in payouts at 55.2% of target. The payouts were 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 2023. Payouts to the executive officers named in the Summary Compensation Table for the 2021 TSR grants were: Mr. McGarry, 5,804 shares and $852,724; Mr. Knavish, 1,179 shares and $173,219; Mr. Morales, 1,549 shares and $227,579; Ms. Foulkes, 741 shares and $108,868; Mr. Vadlamannati, 674 shares and $99,024; and Ms. Ericson, 607 shares and $89,180. Such share payouts, which vested in December 2023, are reflected in the Option Exercises and Stock Vested table. 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 will utilize a linear payment scale that will be calculated annually as shown below:

  70. 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% |

  71. 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:

  72. Long-Term Incentive Compensation

    | 56 2024 Proxy Statement | |

  73. 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 |

  74. Long-Term Incentive Compensation

    In February 2023, the following PBRSUs were awarded to each of the executive officers named in the Summary Compensation Table: Mr. Knavish, 21,173; Mr. Morales, 8,378; Ms. Foulkes, 4,054; Mr. Vadlamannati, 2,703; and Ms. Ericson, 2,433. 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 PBRSUs granted in 2021 ended on December 31, 2023. For the 2021 grants, the payout was at 133.3% of target. Specifically, the results were as follows:

  75. PBRSU Performance Measures for 2021-2023 Performance Period

    PBRSU Performance Measures for 2021-2023 Performance Period

  76. PBRSU Performance Measures for 2021-2023 Performance Period

    | | | Payout | Portion of | Payout % | | | Result | Factor | Performance Cycle | Achieved | | Adjusted EPS Growth | | | | | | 2021 | 10.6% | 100.0% | 1/3 | 33.3% | | 2022 | -8.1% | 0.0% | 1/3 | 0.0% | | 2023 | 26.8% | 100.0% | 1/3 | 33.3% | | | | | | 66.7% | | Cash Flow ROC | | | | | | 2021 | 11.0% | 100.0% | 1/3 | 33.3% | | 2022 | 4.7% | 0.0% | 1/3 | 0.0% | | 2023 | 15.4% | 100.0% | 1/3 | 33.3% | | | | | | 66.7% | | Total Performance-based RSU payout | | | | 133.3% |

  77. PBRSU Performance Measures for 2021-2023 Performance Period

    The Company made share payouts to the executive officers named in the Summary Compensation Table for the 2021 PBRSU grants as follows: Mr. McGarry, 32,248; Mr. Knavish, 6,004; Mr. Morales, 7,891; Ms. Foulkes, 3,774; Mr. Vadlamannati, 3,432; and Ms. Ericson, 3,088. Such payouts, which vested in December 2023, are reflected in the Option Exercises and Stock Vested table.

  78. Deferred Compensation Opportunities and Retirement Plans

    | ● | 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, earnings before interest and taxes, working capital reduction, price increase and sales volume 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. |

  79. Deferred Compensation Opportunities and Retirement Plans

    | ● | 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. |

  80. Summary Compensation Table (2021-2023)

    Summary Compensation Table (2021-2023)

  81. Summary Compensation Table (2021-2023)

    | | | | | | | | CHANGE | | | | | | | | | | | IN PENSION | | | | | | | | | | | VALUE AND | | | | | | | | | | | NONQUALIFIED | | | | | | | | | | NON-EQUITY | DEFERRED | | | | | | | | STOCK | OPTION | INCENTIVE PLAN | COMPENSATION | ALL OTHER | | | NAME AND POSITION | YEAR | SALARY(3) | BONUS(4) | AWARDS(5) | AWARDS(6) | COMPENSATION(7) | EARNINGS(8) | COMPENSATION(9) | TOTAL | | M. H. McGarry(1) | 2023 | $1,005,000 | $— | $4,898,968 | $— | $2,940,000 | $711,688 | $285,067 | $9,840,723 | | Former Executive Chairman | 2022 | $1,333,333 | $— | $6,666,695 | $3,333,331 | $1,351,000 | $(4,368,862) | $551,880 | $8,867,377 | | and Chief Executive Officer | 2021 | $1,300,000 | $— | $6,266,679 | $3,133,323 | $2,250,000 | $(218,598) | $468,212 | $13,199,616 | | T. M. Knavish(1) | 2023 | $1,200,000 | $— | $4,999,561 | $2,500,188 | $3,200,000 | $312,592 | $260,614 | $12,472,955 | | Chairman and | 2022 | $866,667 | $— | $1,866,705 | $933,315 | $625,000 | $(1,602,788) | $172,293 | $2,861,192 | | Chief Executive Officer | 2021 | $700,000 | $— | $1,166,640 | $583,322 | $680,000 | $(165,897) | $130,643 | $3,094,708 | | V. J. Morales | 2023 | $800,000 | $— | $2,066,808 | $1,033,338 | $1,475,000 | $320,582 | $94,710 | $5,790,438 | | Senior Vice President | 2022 | $767,500 | $— | $2,000,011 | $1,000,007 | $490,000 | $(1,688,858) | $176,810 | $2,745,470 | | and Chief Financial Officer | 2021 | $726,667 | $— | $1,533,228 | $766,669 | $750,000 | $(180,405) | $143,457 | $3,739,616 | | A. M. Foulkes | 2023 | $600,833 | $— | $1,000,110 | $500,026 | $995,000 | $196,624 | $70,802 | $3,363,395 | | Senior Vice President | 2022 | $576,667 | $— | $799,976 | $400,003 | $290,000 | $(942,319) | $122,206 | $1,246,533 | | and General Counsel | 2021 | $556,667 | $— | $733,305 | $366,665 | $510,000 | $(75,589) | $98,005 | $2,189,053 | | R. Vadlamannati(2) | 2023 | $583,333 | $— | $666,781 | $333,364 | $720,300 | $— | $980,270 | $3,284,048 | | Senior Vice President, Operations | 2022 | $557,500 | $— | $666,671 | $333,348 | $350,000 | $— | $175,478 | $2,082,997 | | A. Ericson(2) | 2023 | $562,500 | — | $600,192 | 300,000 | 718,389 | — | 56,835 | 2,237,916 | | Senior Vice President, | | | | | | | | | | | Protective and Marine Coatings | | | | | | | | | |

  82. Summary Compensation Table (2021-2023)

    | (1) Mr. McGarry was appointed Executive Chairman, effective January 1, 2023 and retired on October 1, 2023. Mr. Knavish was appointed President and Chief Executive Officer, effective January 1, 2023 and as Chairman and Chief Executive Officer, effective October 1, 2023. |

  83. Summary Compensation Table (2021-2023)

    | (2) Mr. Vadlamannati was not a named executive officer in 2021. Ms. Ericson was not a named executive officer in 2021 or 2022. |

  84. Summary Compensation Table (2021-2023)

    | (3) The annual salaries as of January 1, 2023, and as of the annual salary increase date of March 1, 2023, were: Mr. McGarry, $1,340,000 and no increase; Mr. Knavish, $1,200,000 and no increase; Mr. Morales, $775,000 and $805,000; Ms. Foulkes, $580,000 and $605,000; Mr. Vadlamannati, $560,000 and $588,000 and Ms. Ericson, $540,000 and $567,000 The annual salaries as of January 1, 2022, and as of the annual salary increase date of March 1, 2022, were: Mr. McGarry, $1,300,000 and $1,340,000 on March 1, 2022; Mr. Knavish, $700,000 and $900,000 on March 1, 2022; Mr. Morales, $730,000 and $775,000; and Ms. Foulkes, $560,000 and $580,000. The annual salaries as of January 1, 2021, and as of the annual salary increase date of March 1, 2021, were: Mr. McGarry, $1,300,000 and no increase on March 1, 2021; Mr. Knavish, $700,000 and no increase on March 1, 2021; Mr. Morales, $710,000 and $730,000; and Ms. Foulkes, $540,000 and $560,000. |

  85. Summary Compensation Table (2021-2023)

    | (4) The named executive officers were not entitled to receive any payments that would be characterized as “Bonus” payments for the fiscal years ended December 31, 2023, 2022 and 2021. Amounts listed under the column “Non-Equity Incentive Plan Compensation” constitute annual incentive awards for 2023, 2022 and 2021 that were determined by the Human Capital Management and Compensation Committee at its February 14, 2024, February 15, 2023 and February 16, 2022 meetings, respectively, and, to the extent not deferred by an executive, were paid out shortly thereafter. |

  86. Summary Compensation Table (2021-2023)

    | (5) 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, 2023, 2022 and 2021 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 54 through 57. The assumptions used in calculating these amounts for 2023 are set forth in Note 19 to our Financial Statements for the year ended December 31, 2023, which is located on pages 66 through 68 of 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, 2023, assuming that the highest level of performance conditions will be achieved, is as follows: Mr. Knavish, $9,999,122 Mr. Morales, $4,133,615; Ms. Foulkes, $2,000,219 and Mr. Vadlamannati, $1,333,562 and Ms. Ericson, $1,200,384. The value of these awards made in the fiscal year ended December 31, 2022, assuming that the highest level of performance conditions will be achieved, is as follows: Mr. McGarry $13,333,388; Mr. Knavish, $3,733,411 Mr. Morales, $4,000,021; and Ms. Foulkes, $1,599,951. The value of these awards made in the fiscal year ended December 31, 2021, assuming that the highest level of performance conditions will be achieved, is as follows: Mr. McGarry $12,533,357; Mr. Knavish, $2,333,280; Mr. Morales, $3,066,456; and Ms. Foulkes, $1,466,611. |

  87. Summary Compensation Table (2021-2023)

    | (6) 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, 2023, 2022 and 2021 as part of the long-term incentive component of our compensation program described on pages 54 through 57. The assumptions used in calculating these amounts are set forth in Note 19 to our Financial Statements for the year ended December 31, 2023, which is located on pages 66 through 68 of our Annual Report on Form 10-K. |

  88. Summary Compensation Table (2021-2023)

    | (7) The amounts in this column reflect the dollar value of annual incentive awards for 2023, 2022 and 2021, as described on pages 50 through 54. |

  89. Summary Compensation Table (2021-2023)

    | (8) The amounts in this column reflect the actuarial increase or decrease 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. |

  90. Summary Compensation Table (2021-2023)

    | (9) Includes all other compensation as described in the table entitled “All Other Compensation Table.” |

  91. Summary Compensation Table (2021-2023)

    | 60 2024 Proxy Statement | |

  92. Grants of Plan Based Awards (2023)

    Grants of Plan Based Awards (2023)

  93. Grants of Plan Based Awards (2023)

    | | | | | | | | | | ALL OTHER | | ALL OTHER | | | | | ESTIMATED FUTURE PAYOUTS UNDER | | | ESTIMATED FUTURE PAYOUTS UNDER | | | | OPTION | | STOCK | | | | | NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | EQUITY INCENTIVE PLAN AWARDS | | | | AWARDS: | | AWARDS: | | | | | | | | | | | | | | | GRANT DATE | | | | | | | | | | | | EXERCISE OR | | FAIR VALUE | | | | | | | | | | | NUMBER OF | BASE PRICE | NUMBER OF | OF STOCK | | | | | | | | | | | SECURITIES | OF OPTION | SECURITIES | AND OPTION | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | UNDERLYING (#) | AWARDS ($/SH)(2) | UNDERLYING (#) | AWARDS(3) | | M. H. McGarry | N/A | $214,400 | $2,144,000 | $4,523,840 | | | | | | | | | | | 1-Jan-23 | | | | | | | | | | 39,765 | $4,898,968 | | T. M. Knavish | N/A | $174,000 | $1,740,000 | $3,671,400 | | | | | | | | | | | 1-Jan-23 | | | | | | | | 67,115 | $125.75 | | $2,500,188 | | | 1-Jan-23 | | | | 3,529 | 21,173 | 42,346 | U | | | | $2,499,473 | | | 1-Jan-23 | | | | 9,942 | 19,883 | 39,766 | T | | | | $2,500,088 | | V. J. Morales | N/A | $80,500 | $805,000 | $1,698,550 | | | | | | | | | | | 15-Feb-23 | | | | | | | | 26,605 | $131.04 | | $1,033,338 | | | 15-Feb-23 | | | | 1,396 | 8,378 | 16,756 | U | | | | $1,033,426 | | | 15-Feb-23 | | | | 3,943 | 7,886 | 15,772 | T | | | | $1,033,381 | | A. M. Foulkes | N/A | $54,450 | $544,500 | $1,148,895 | | | | | | | | | | | 16-Feb-22 | | | | | | | | 12,874 | $131.04 | | $500,026 | | | 16-Feb-22 | | | | 676 | 4,054 | 8,108 | U | | | | $500,061 | | | 16-Feb-22 | | | | 1,908 | 3,816 | 7,632 | T | | | | $500,049 | | R. Vadlamannati | N/A | $41,160 | $411,600 | $849,954 | | | | | | | | | | | 15-Feb-23 | | | | | | | | 8,583 | $131.04 | | $333,364 | | | 15-Feb-23 | | | | 451 | 2,703 | 5,406 | U | | | | $333,415 | | | 15-Feb-23 | | | | 1,272 | 2,544 | 5,088 | T | | | | $333,366 | | A. Ericson | N/A | $39,690 | $396,900 | $837,459 | | | | | | | | | | | 16-Feb-22 | | | | | | | | 7,724 | $131.04 | | $300,000 | | | 16-Feb-22 | | | | 406 | 2,433 | 4,866 | U | | | | $300,111 | | | 16-Feb-22 | | | | 1,145 | 2,290 | 4,580 | T | | | | $300,082 |

  94. Grants of Plan Based Awards (2023)

    U—PBRSUs. Estimated future payouts relate to the performance period of 2023 through 2025. For additional information concerning the material terms of these PBRSU grants, see pages 56 through 57. T—TSR shares. Estimated future payouts relate to the performance period of 2023 through 2025. For additional information concerning the material terms of these TSR grants, see pages 55 through 56.

  95. Grants of Plan Based Awards (2023)

    | (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 50 through 54. |

  96. Grants of Plan Based Awards (2023)

    | (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 page 55. |

  97. Grants of Plan Based Awards (2023)

    | (3) Refer to Note 19 to our Financial Statements for the year ended December 31, 2023, which is located on pages 66 through 68 of our Annual Report on Form 10-K, for the relevant assumptions used to determine the valuation of stock-based compensation awards. |

  98. Grants of Plan Based Awards (2023)

    | 62 2024 Proxy Statement | |

  99. Outstanding Equity Awards at Fiscal Year-End (2023)

    Outstanding Equity Awards at Fiscal Year-End (2023)

  100. Outstanding Equity Awards at Fiscal Year-End (2023)

    | | OPTION AWARDS | | | | | | | | | | | | | | | | | | | EQUITY INCENTIVE | | | | | | | | EQUITY INCENTIVE | | | PLAN AWARDS: | | | | | | | | PLAN AWARDS: | | | MARKET OR | | | NUMBER OF | NUMBER OF | | | | NUMBER OF | | | PAYOUT VALUE | | | SECURITIES | SECURITIES | | | | UNEARNED | | | OF UNEARNED | | | UNDERLYING | UNDERLYING | | | | SHARES, UNITS | | | SHARES, UNITS | | | UNEXERCISED | UNEXERCISED | OPTION | | OPTION | OR OTHER | | | OR OTHER | | | OPTIONS (#) | OPTIONS (#) | EXERCISE | OPTION | EXPIRATION | RIGHTS NOT | | PERFORMANCE | RIGHTS NOT | | NAME | EXERCISABLE | UNEXERCISABLE | PRICE ($) | VEST DATE | DATE | VESTED (#)(1)(2) | | PERIOD | VESTED ($)(3) | | M. H. McGarry | 105,057 | | $116.32 | 14-Feb-21 | 13-Feb-28 | 23,111 | U | 2022-2024 | 3,456,250 | | | 118,514 | | $109.74 | 20-Feb-22 | 19-Feb-29 | 21,949 | T | 2022-2024 | 3,282,473 | | | 125,386 | | $119.52 | 19-Feb-23 | 18-Feb-30 | | | | | | | | 107,049 | $136.60 | 17-Feb-24 | 16-Feb-31 | | | | | | | | 91,266 | $151.87 | 16-Feb-25 | 15-Feb-32 | | | | | | T. M. Knavish | 4,800 | | $118.12 | 18-Feb-18 | 17-Feb-25 | 6,471 | U | 2022-2024 | 967,738 | | | 14,814 | | $109.74 | 20-Feb-22 | 19-Feb-29 | 21,173 | U | 2023-2025 | 3,166,422 | | | 21,278 | | $119.52 | 19-Feb-23 | 18-Feb-30 | 6,146 | T | 2022-2024 | 919,134 | | | | 19,929 | $136.60 | 17-Feb-24 | 16-Feb-31 | 39,766 | T | 2023-2025 | 5,947,005 | | | | 25,554 | $151.87 | 16-Feb-25 | 15-Feb-32 | | | | | | | | 67,115 | $125.74 | 1-Jan-26 | 31-Dec-32 | | | | | | V. J. Morales | 3,400 | | $118.12 | 18-Feb-18 | 17-Feb-25 | 6,933 | U | 2022-2024 | 1,036,830 | | | 5,200 | | $95.00 | 17-Feb-19 | 16-Feb-26 | 8,378 | U | 2023-2025 | 1,252,930 | | | 12,600 | | $101.50 | 15-Feb-20 | 14-Feb-27 | 6,585 | T | 2022-2024 | 984,787 | | | 17,072 | | $116.32 | 14-Feb-21 | 13-Feb-28 | 15,772 | T | 2023-2025 | 2,358,703 | | | 19,259 | | $109.74 | 20-Feb-22 | 19-Feb-29 | | | | | | | 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 | | | | | | A. M. Foulkes | 12,159 | | $119.52 | 19-Feb-23 | 18-Feb-30 | 2,773 | U | 2022-2024 | 414,702 | | | | 12,527 | $136.60 | 17-Feb-24 | 16-Feb-31 | 4,054 | U | 2023-2025 | 606,276 | | | | 10,952 | $151.87 | 16-Feb-25 | 15-Feb-32 | 2,634 | T | 2022-2024 | 393,915 | | | | 12,874 | $131.04 | 15-Feb-26 | 14-Feb-33 | 7,632 | T | 2023-2025 | 1,141,366 | | R. Vadlamannati | 9,192 | | $116.32 | 14-Feb-21 | 13-Feb-28 | 2,311 | U | 2022-2024 | 345,610 | | | 11,851 | | $109.74 | 20-Feb-22 | 19-Feb-29 | 2,703 | U | 2023-2025 | 404,234 | | | 13,678 | | $119.52 | 19-Feb-23 | 18-Feb-30 | 2,195 | T | 2022-2024 | 328,262 | | | | 11,388 | $136.60 | 17-Feb-24 | 16-Feb-31 | 5,088 | T | 2023-2025 | 760,910 | | | | 9,127 | $151.87 | 16-Feb-25 | 15-Feb-32 | | | | | | | | 8,583 | $131.04 | 15-Feb-26 | 14-Feb-33 | | | | | | A. Ericson | 11,111 | | $109.74 | 20-Feb-22 | 19-Feb-29 | 2,080 | U | 2022-2024 | 311,064 | | | 12,159 | | $119.52 | 19-Feb-23 | 18-Feb-30 | 2,433 | U | 2023-2025 | 363,855 | | | | 10,249 | $136.60 | 17-Feb-24 | 16-Feb-31 | 1,975 | T | 2022-2024 | 295,361 | | | | 8,214 | $151.87 | 16-Feb-25 | 15-Feb-32 | 4,580 | T | 2023-2025 | 684,939 | | | | 7,724 | $131.04 | 15-Feb-26 | 14-Feb-33 | | | | |

  101. Outstanding Equity Awards at Fiscal Year-End (2023)

    U—PBRSUs. For additional information concerning the material terms of these PBRSU grants, see pages 56 through 57. T—TSR shares. For additional information concerning the material terms of these TSR grants, see pages 55 through 56.

  102. Outstanding Equity Awards at Fiscal Year-End (2023)

    | (1) The PBRSUs for the 2022 - 2024 performance period reflect an estimated payout of 100.0%. The PBRSUs for the 2023 - 2025 performance period reflect an estimated payout of 100.0%. |

  103. Outstanding Equity Awards at Fiscal Year-End (2023)

    | (2) Based on PPG’s performance through the end of fiscal year 2023 relative to the performance criteria. Our current period to date results for the 2022 – 2024 ongoing performance period is between threshold and target, and thus the target number of TSR shares granted in 2022 is included above. Our current period to date results for the 2023 – 2025 ongoing performance period is between target and maximum, and thus the maximum number of TSR shares granted in 2023 is included above. |

  104. Outstanding Equity Awards at Fiscal Year-End (2023)

    | (3) Payout value is based on the $149.55 closing sale price of PPG common stock reported on December 29, 2023 on the New York Stock Exchange Composite Tape. |

  105. Outstanding Equity Awards at Fiscal Year-End (2023)

    | | 2024 Proxy Statement 63 |

  106. Option Exercises and Stock Vested (2023)

    Option Exercises and Stock Vested (2023)

  107. Option Exercises and Stock Vested (2023)

    | | OPTION AWARDS | | STOCK AWARDS | | | | | | | NUMBER OF | NUMBER OF | | | | NUMBER OF | | SHARES | SHARES | VALUE | | | SHARES | VALUE | ACQUIRED ON | ACQUIRED ON | REALIZED | | | ACQUIRED ON | REALIZED ON | RSU | TSR | ON | | NAME | EXERCISE (#) | EXERCISE ($)(1) | VESTING (#)(2) | VESTING (#)(3) | VESTING ($)(4) | | M. H. McGarry | 225,245 | $8,991,847 | 72,013 | 5,804 | $11,689,633 | | T. M. Knavish | — | $— | 6,004 | 1,179 | $1,244,336 | | V. J. Morales | 3,700 | $184,260 | 7,891 | 1,549 | $1,635,257 | | A. M. Foulkes | 21,757 | $453,912 | 3,774 | 741 | $782,137 | | R. Vadlamannati | — | $— | 3,432 | 674 | $711,304 | | A. Ericson | — | $— | 3,088 | 607 | $640,171 |

  108. Option Exercises and Stock Vested (2023)

    | (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. |

  109. Option Exercises and Stock Vested (2023)

    | (2) The amounts in this column are the number of shares acquired upon the vesting of PBRSU awards granted in 2021. Payout of 2021 PBRSU awards is described on pages 56 through 57. |

  110. Option Exercises and Stock Vested (2023)

    | (3) The amounts in this column represent the number of shares earned upon the vesting of TSR awards granted in 2021. As described on pages 55 through 56, when earned, TSR awards are paid 50% in shares of PPG common stock and 50% in cash. |

  111. Option Exercises and Stock Vested (2023)

    | (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 $149.55, the closing stock price of PPG common stock reported on December 29, 2023 on the New York Stock Exchange Composite Tape. The amounts in this column also include the TSR cash portion of the award calculated based on the average PPG stock closing price during the month of December 2023 ($146.92). |

  112. 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 (formerly named Retirement Plan C), and a non-qualified defined benefit pension plan, called the Non-Qualified Retirement Plan. Employees hired on or after January 1, 2006 are not eligible to participate in these plans. Each of the executive officers named in the Summary Compensation Table participates in these plans, with the exception of Mr. Vadlamannati and Ms. Ericson. The executives named below ceased to accrue benefits under Retirement Plan F on December 31, 2020. The table below shows the present value of accumulated benefits payable to each such named executive officer as of December 31, 2023, including the number of years of service credited to each such named executive officer, under each of Retirement Plan F and the Non-Qualified Retirement Plan, 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.

  113. Pension Benefits (2023)

    Pension Benefits (2023)

  114. Pension Benefits (2023)

    | | | NUMBER OF | PRESENT | | | | YEARS | VALUE OF | | | | CREDITED | ACCUMULATED | | NAME | PLAN NAME | SERVICE (#) | BENEFIT ($) | | M. H. McGarry | Retirement Plan F | 40.0 | $1,386,103 | | | Non-Qualified Retirement Plan | 40.0 | $15,271,734(1) | | T. M. Knavish | Retirement Plan F | 33.7 | $888,949 | | | Non-Qualified Retirement Plan | 33.7 | $2,400,447(1) | | V. J. Morales | Retirement Plan F | 36.0 | $901,018 | | | Non-Qualified Retirement Plan | 36.0 | $2,429,353(1) | | A. M. Foulkes | Retirement Plan F | 26.0 | $812,484 | | | Non-Qualified Retirement Plan | 26.0 | $1,366,299(1) |

  115. Pension Benefits (2023)

    | (1) Upon retirement, this officer is eligible to commence a retirement benefit under the Non-Qualified Pension Plan based on the officer’s age and years of service as of December 31, 2023. As further described in the narrative discussion following this table, the estimated lump-sum present value under the Non-Qualified Pension Plan to which the officer would be entitled is as follows: Mr. McGarry, $19,178,197; Mr. Knavish, $4,490,135; Mr. Morales, $4,659,927; and Ms. Foulkes, $2,371,400. |

  116. Pension Benefits (2023)

    | 64 2024 Proxy Statement | |

  117. Pension Benefits (2023)

    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, 2023, 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, 2023, which is located on pages 55 through 62 of 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 5.16% discount rate for Retirement Plan F and 5.14% discount rate for the Non-Qualified Retirement Plan. The lump-sum payment amounts for the Non-Qualified Pension Plan are calculated in accordance with the relevant provisions of the Non-Qualified Pension Plan using the Pension Benefit Guaranty Corporation discount rate of 3.00% as in effect on December 31, 2023, rather than the 5.14% 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. In January 2011, Retirement Plan F was amended such that eligible employees with combined age and service points fewer than 60 and actively employed by the Company as of December 31, 2011 ceased to accrue benefits under Retirement Plan F as of December 31, 2011. Eligible employees with combined age and service points of 60 or more and actively employed by the Company at December 31, 2011 ceased to accrue benefits under Retirement Plan F upon the earlier of their retirement date or December 31, 2020. Eligible employees now earn retirement benefits through the PPG Industries Employee Savings Plan. The Non-Qualified Retirement Plan’s benefit is supplemental to the qualified plan’s 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 actually payable under Retirement Plan F. The Non-Qualified Retirement Plan also includes a benefit based on bonus awards for certain U.S. management bonus program participants. The benefit payable under the Non-Qualified Plan is determined in the same manner as for Retirement Plan F with regard 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 retirement. Retirement Plan F contains the following material terms:

  118. Pension Benefits (2023)

    | ● | The normal form of benefit is a life annuity for unmarried participants and a joint and 50% survivor annuity for married participants; |

  119. Pension Benefits (2023)

    | ● | 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; |

  120. Pension Benefits (2023)

    | ● | There is no lump-sum benefit option; |

  121. Pension Benefits (2023)

    | ● | 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 |

  122. Pension Benefits (2023)

    | ● | A participant has a fully vested benefit under the plan upon completing five years of service or reaching early retirement age. |

  123. Pension Benefits (2023)

    The Non-Qualified Plan contains the following material terms:

  124. Pension Benefits (2023)

    | ● | A participant is entitled to a distribution upon reaching the later of their early retirement date (as defined in the qualified plan) or the participant’s termination of employment; |

  125. Pension Benefits (2023)

    | ● | The normal form of payment for benefits at retirement for the group of participants that includes each of the executive officers named in the Summary Compensation Table who participates in the plan is a lump-sum payment; and |

  126. Pension Benefits (2023)

    | ● | 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. |

  127. Non-Qualified Deferred Compensation (2023)

    Non-Qualified Deferred Compensation (2023)

  128. Non-Qualified Deferred Compensation (2023)

    | | | EXECUTIVE | REGISTRANT | AGGREGATE | AGGREGATE | | NAME | PLAN(1) | CONTRIBUTIONS ($)(2) | CONTRIBUTIONS ($)(3) | EARNINGS ($)(4) | BALANCE ($)(5) | | M. H. McGarry | DCP | $60,300 | $148,838 | $876,784 | $4,436,050 | | T. M. Knavish | DCP | $36,000 | $126,380 | $359,083 | $2,517,308 | | V. J. Morales | DCP | $773,529 | $48,000 | $544,773 | $3,867,842 | | A. M. Foulkes | DCP | $— | $28,042 | $6,302 | $216,276 | | R. Vadlamannati | DCP | $— | $30,167 | $75,686 | $339,370 | | A. Ericson | DCP | $— | $18,780 | $5,068 | $122,333 |

  129. Non-Qualified Deferred Compensation (2023)

    | (1) All executive officers named in the Summary Compensation Table participate in the Deferred Compensation Plan, or DCP. |

  130. Non-Qualified Deferred Compensation (2023)

    | (2) The amounts in this column are reported as compensation in the “Salary” and “All Other Compensation” columns of the Summary Compensation Table. |

  131. Non-Qualified Deferred Compensation (2023)

    | 66 2024 Proxy Statement | |

  132. Non-Qualified Deferred Compensation (2023)

    | (3) The amounts in this column are reported in the “All Other Compensation” column of the Summary Compensation Table. |

  133. Non-Qualified Deferred Compensation (2023)

    | (4) None of the amounts in this column are included as compensation in the Summary Compensation Table. |

  134. Non-Qualified Deferred Compensation (2023)

    | (5) The following aggregate amounts were reported in the Summary Compensation Table as 2021 and 2022 compensation, as applicable: Mr. Knavish, $254,050; Mr. McGarry, $885,248; Mr. Morales, $2,110,023; Ms. Foulkes, $162,269; and Mr. Vadlamannati, $46,922. Ms. Ericson was not an NEO in 2021 and 2022. |

  135. 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, 2023, 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. For purposes of calculating the estimated potential payments to our officers under the Non-Qualified Pension Plan, as reflected in the tables below, we have used the same actuarial factors and assumptions used for financial statement reporting purposes and set forth under Note 14 to our Financial Statements for the year ended December 31, 2023, which is located on pages 55 through 62 of our Annual Report on Form 10-K. However, the amounts reflected in the tables below for the Non-Qualified Pension Plan are calculated in accordance with the relevant provisions of the Non-Qualified Pension Plan using the 5.14% discount rate for our U.S. non-qualified defined benefit pension plan that is used for financial statement reporting purposes.

  136. Potential Payments and Benefits Upon Termination

    Potential Payments and Benefits Upon Termination The first column of each table below sets forth the payments to which the officer would be entitled, 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 officer’s employment for any reason by PPG or the officer, and assuming such termination occurred prior to, or did not otherwise arise in connection with, a change in control of PPG. The second column of each table reflects payments that would be due in the event of the officer’s termination of employment due to death prior to a change in control of PPG. In any of these events, we are not obligated to provide other health or welfare benefits or any special severance payments, accelerated vesting of equity compensation or tax gross-ups to the officers. Employees hired on or after January 1, 2006 are not eligible to participate in the Non-Qualified Retirement Plan. Mr. Vadlamannati and Ms. Ericson received financial counseling, but they did not participate in the Non- Qualified Retirement Plan.

  137. Potential Payments and Benefits Upon Termination

    | | 2024 Proxy Statement 67 |

  138. 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. 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. The Human Capital Management and Compensation Committee approved certain changes to our change in control agreements, which are described under “Changes to Form of Change in Control Agreement.” 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

  139. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | 68 2024 Proxy Statement | |

  140. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    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:

  141. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | 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”); |

  142. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | three times the officer’s annual base salary; |

  143. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | 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; |

  144. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | 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; |

  145. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | continued medical, dental and life insurance benefits for three years and continued age and service credit for purposes of determining the officer’s eligibility for retiree medical benefits; |

  146. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | continued payment of financial counseling expenses for the officer for three years; and |

  147. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | a payment in an amount sufficient to make the officer whole for any excise tax on excess parachute payments imposed under Section 4999 of the Internal Revenue Code. |

  148. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    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. Termination During the 30-Day Window Period. Under certain of our change in control agreements, if an officer terminates their employment for any reason during a 30-day window period following the first anniversary of the change in control, the officer will be entitled to the payments and benefits described above, except that the multiplier of three referenced above would be two for purposes of all payments and benefits for which the multiplier is relevant. Definitions. For purposes of the agreements, the terms set forth below generally have the meanings described below. “Change in Control” generally includes the occurrence of any of the following events or circumstances:

  149. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | (i) the acquisition of 20% or more of the outstanding shares of PPG or the voting power of the outstanding voting securities of PPG, other than any acquisition from or by PPG or any PPG-sponsored employee benefit plan; |

  150. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | (ii) the individuals who, as of the date of the agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date of the agreement whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board are considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; |

  151. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | (iii) | shareholder approval of a reorganization, merger or consolidation or sale of substantially all of the assets of PPG, unless following such transaction PPG’s historic shareholders retain at least 60% ownership of the surviving entity, no shareholder acquires a 20% or more ownership interest in the surviving entity and a majority of the surviving entity’s board of directors were members of our Board at the time such transaction was approved; |

  152. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | (iv) shareholder approval of a dissolution or liquidation of PPG; or |

  153. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | | 2024 Proxy Statement 69 |

  154. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | (v) a determination by a majority of our Board that a change in control has occurred. |

  155. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    “Cause” generally means (i) the willful and continued failure of the officer to perform their duties; or (ii) the willful engaging by the officer in illegal conduct or gross misconduct that is materially and demonstrably injurious to PPG. “Good reason” generally means (i) the assignment of duties inconsistent with the officer’s position, authority, duties or responsibilities in effect at the time of the change in control, or any other action resulting in a diminution in such position, authority, duties or responsibilities, other than isolated and inadvertent action not taken in bad faith that is remedied promptly; (ii) failure to provide the employment compensation and benefits required under the change in control agreement, other than an isolated and inadvertent failure not occurring in bad faith that is remedied promptly; or (iii) a relocation or substantial change in the officer’s workplace or the company’s requiring the officer to travel on company business to a substantially greater extent than required immediately prior to the change in control. Changes to Form of Change in Control Agreement. The Human Capital Management and Compensation Committee has made modifications to the form of change in control agreement for officers in response to current trends in executive compensation and to a shareholder proposal that was supported by shareholders at the 2007 Annual Meeting of Shareholders. PPG began entering into the revised agreements in 2008 with certain newly hired or promoted officers. Key revisions include:

  156. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | Modification of the definition of “change in control” to require “consummation” of a reorganization, merger or consolidation or sale of substantially all of the assets of PPG. |

  157. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | Modification of the definition of “compensation” to include “target” bonus instead of the “highest” bonus over the last three years. This change affects the cash payment and the Pension Differential calculation. |

  158. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | Modification of certain termination provisions, including elimination of the window period termination. |

  159. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | Modification of the excise tax and gross-up provision to replace the full gross up with a “conditional” gross up, which provides for a reduction in change in control payments if such payments trigger an excise tax by a limited amount. |

  160. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | Elimination of the provisions providing for the payment of financial counseling and legal expenses. |

  161. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    In subsequent years, the Human Capital Management and Compensation Committee made additional modifications to the form of change in control agreement for officers in response to current trends in executive compensation. The key revisions include:

  162. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | Elimination of the excise tax gross-up entirely. |

  163. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | Including 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. |

  164. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | Modification of the definition of Retirement and the associated benefits related to retirement 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. |

  165. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | ● | Elimination of potential double payments under other PPG severance provisions or statutory requirements and the change in control agreement. |

  166. Potential Payments and Benefits Upon Termination Following, or in Connection with, a Change in Control of PPG

    | 70 2024 Proxy Statement | |

  167. 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, 2022 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. The methodology we used to determine the median employee was unchanged from 2022. Our median employee’s total 2023 compensation was $49,519. Mr. Knavish served as our Chief Executive Officer in 2023, serving as President and Chief Executive Officer from January 1, 2023 to September 30, 2023 and as Chairman and Chief Executive Officer beginning on October 1, 2023. Mr. Knavish’s 2023 total compensation was $12,472,955, as reported in the Summary Compensation Table. Accordingly, our 2023 Chief Executive Officer to Median Employee Pay Ratio was 252:1. The annual salary of the median employee in 2023 was comparable to their annual salary in 2022. Each individual’s total annual compensation can be comprised of different compensation elements and is dependent on where the individual works globally. 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.

  168. PAY RATIO

    | | 2024 Proxy Statement 73 |

  169. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE 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. To determine the executive compensation that is “actually paid” 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 summary compensation table (“SCT”) (see page 60) for pension and equity awards that are calculated in accordance with U.S. GAAP.

  170. PAY VERSUS PERFORMANCE

    | ● | 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. |

  171. PAY VERSUS PERFORMANCE

    | ● | 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. |

  172. PAY VERSUS PERFORMANCE

    The Pay Versus Performance table below presents this information for PPG. The significant increase in the compensation actually paid for 2023 is due to (a) the Company’s stock price at December 31, 2023 versus December 31, 2022 and (b) the Company’s TSR share payout percentage for the three performance periods outstanding at December 31, 2023 compared to the fair value of these awards when granted. The TSR shares for the 2021-2023 performance period reflect a payout of 55.2%. The TSR shares for the 2022-2024 performance period reflect an estimated payout of 100.0%. The TSR shares for the 2023-2025 performance period reflect an estimated payout of 200.0%.

  173. Pay Versus Performance Table (2020-2023)

    Pay Versus Performance Table (2020-2023)

  174. Pay Versus Performance Table (2020-2023)

    | | | | | | | | | COMPANY | | | | | AVERAGE | AVERAGE | | | | SELECTED | | | | | SUMMARY | COMP. | VALUE OF INITIAL FIXED $100 | | | MEASURE: | | | | | COMP. TABLE | ACTUALLY PAID | INVESTMENT BASED ON: | | | ADJUSTED | | | SUMMARY | COMP. | TOTAL FOR | TO NON-PEO | | PEER GROUP(3) | | EARNINGS | | | COMP. TABLE | ACTUALLY | NON-PEO NAMED | NAMED | TOTAL | TOTAL | NET | PER | | | TOTAL FOR | PAID TO | EXECUTIVE | EXECUTIVE | SHAREHOLDER | SHAREHOLDER | INCOME | DILUTED | | YEAR | PEO(1) | PEO(1) | OFFICERS(2) | OFFICERS(2) | RETURN | RETURN | (in millions) | SHARE | | 2023 | $12,472,955 | $15,222,098 | $4,903,304 | $6,491,421 | $120 | $120 | $1,270 | $7.50 | | 2022 | $8,867,377 | $238,659 | $2,280,483 | $(26,911) | $99 | $101 | $1,028 | $6.22 | | 2021 | $13,199,616 | $22,568,453 | $3,035,088 | $5,267,224 | $133 | $135 | $1,420 | $6.77 | | 2020 | $15,903,993 | $16,689,353 | $3,607,399 | $3,526,539 | $110 | $112 | $1,056 | $6.12 |

  175. Pay Versus Performance Table (2020-2023)

    | (1) The principal executive officer was Mr. McGarry for years 2020-2022 and the principal executive officer for 2023 was Mr. Knavish. |

  176. Pay Versus Performance Table (2020-2023)

    | (2) The non-principal executive officer named executive officers were Mr. Morales, Mr. Knavish, Ms. Liebert and Ms. Foulkes for years 2020-2022. 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. |

  177. Pay Versus Performance Table (2020-2023)

    | (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, 2023. |

  178. Pay Versus Performance Table (2020-2023)

    | 74 2024 Proxy Statement | |

  179. Pay Versus Performance Table (2020-2023)

    A reconciliation of PEO SCT total compensation to CAP is provided in the following table.