Independent
Tenure on this board
5.8 yrs
Also a director at
Regal Rexnord Corp (RRX)Edgewell Personal Care Co (EPC)Herc Holdings Inc (HRI)
9 nominees · 3 ballot items.
Three management proposals: (1) elect nine directors to serve until the 2027 Annual General Meeting; (2) appoint PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm and delegate authority to the Board (through the Audit Committee) to set terms and remuneration; and (3) a non-binding advisory “Say-on-Pay” vote to approve the compensation of the Company’s named executive officers.
Shareholders will vote to elect nine director nominees to the Board to serve until the 2027 Annual General Meeting (or until earlier death, resignation or removal).
Shareholders are asked to approve the appointment of PricewaterhouseCoopers LLP (PwC) as Axalta’s independent registered public accounting firm and auditor through the 2027 Annual General Meeting and to delegate authority to the Board, acting through the Audit Committee, to set the terms and remuneration.
A non-binding advisory (“Say-on-Pay”) vote asking shareholders to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and related disclosure.
This is an annual, non-binding advisory 'Say-on-Pay' proposal asking shareholders to approve the compensation paid to Axalta’s named executive officers, encompassing the Compensation Discussion and Analysis, pay tables and narrative disclosures. Management seeks shareholder support to validate its pay-for-performance program, which the Compensation Committee has structured to align a substantial portion of executive pay with company performance (annual bonus tied to Adjusted EBITDA, Adjusted EBITDA margin and Free Cash Flow; multi-year PSUs tied to Adjusted Diluted EPS and relative TSR), and to retain and motivate leadership through market-competitive long-term incentives. The Compensation Committee emphasizes governance safeguards: a fully independent committee, independent compensation consultant (Pearl Meyer), stock ownership guidelines, clawback policies, double-trigger change-in-control protections for equity, and limits on hedging/pledging. Management highlights 2025 outcomes—record Adjusted EBITDA and Adjusted Diluted EPS—and describes how annual and long-term awards were calibrated (e.g., 2025 ABP payout at 71.7% of target, PSU design and vesting schedules) to reflect performance. Shareholder engagement is documented; the Company reports strong prior Say-on-Pay support (99.12% in 2025) and ongoing outreach to major holders, which the Compensation Committee considers when setting compensation. From a governance and investor-relations perspective, the vote is advisory but materially informative: a strong vote in favor reinforces current pay arrangements and the committee’s approach, while a negative or weak vote would prompt further review and potential changes. Considerations for an analyst: the program mixes near-term cash incentives with multi-year PSUs to drive both operational metrics and relative market performance, includes retention components tied to the pending merger (retention awards contingent on deal close), and contains protections to mitigate excessive risk-taking; however, the pending AkzoNobel merger and special retention awards may raise questions about alignment and incremental payouts tied to deal timing. Overall, the proposal asks shareholders to endorse management’s compensation design and its implementation, with the Board recommending a vote FOR based on demonstrated alignment with reported financial results, governance controls and investor engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Artisan Partners Limited Partnership | 13.45% | 28,796,203 | $798M |
| 2 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 8.12% | 17,370,395 | $481M |
| 3 | BlackRock, Inc. | 5.21% | 11,153,387 | $309M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 9,600,071 | $266M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.45% | 9,517,578 | $264M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.31% | 7,078,393 | $196M |
| 7 | STATE STREET CORP | 3.02% | 6,464,569 | $179M |
| 8 | BlackRock, Inc. | 2.89% | 6,186,451 | $171M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.30% | 4,920,657 | $134M |
| 10 | D. E. Shaw Co., Inc.Activist | 2.19% | 4,678,139 | $130M |
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