PPG Industries (PPG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 17, 2025, to be held virtually; shareholders must pre-register to participate and vote online.

• 2024 saw strategic divestitures, including the sale of the U.S. and Canada architectural coatings business and the silicas products business, sharpening the company’s focus and improving its growth and margin profile.

• Financial highlights for 2024: $15.8B in net sales, $1.3B in adjusted net income, $7.87 adjusted EPS, $1.4B in operating cash flow, and $1.4B returned to shareholders via dividends and share repurchases.

• Board refreshment continued with the addition of a new director and the planned retirement of a long-serving member; ongoing focus on diversity, skills, and experience.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors for a one-year term, advisory approval of executive compensation (say-on-pay), ratification of PricewaterhouseCoopers LLP as auditor, and a shareholder proposal on executive severance arrangements.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal on severance, citing existing policies that already require shareholder approval for severance exceeding 2.99x salary plus target bonus.

Board of directors and corporate governance

• 10 of 11 directors are independent; all board committees are fully independent.

• Board diversity emphasized, with a mix of gender, race, age, and professional backgrounds; average director tenure is under five years.

• Board leadership structure includes a combined Chairman/CEO and a strong independent Lead Director.

• Annual board and committee self-evaluations, director time commitment limits, and mandatory retirement age of 72.

• Shareholder rights include proxy access, right to call special meetings, and one-share-one-vote structure; no poison pill.