Independent
Tenure on this board
2.1 yrs
Also a director at
Fmc Corp (FMC)
12 nominees · 5 ballot items.
Election of 12 directors; advisory vote to approve named executive officer compensation (say-on-pay); ratification of PricewaterhouseCoopers LLP as independent auditors; approval of the PPG Industries, Inc. 2026 Omnibus Incentive Plan; shareholder proposal to adopt a policy requiring an independent board chair; and any other business.
Elect twelve named nominees to the Board to serve until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the compensation paid to PPG’s named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance philosophy that ties large portions of pay to short- and long-term performance metrics (adjusted EPS, cash flow, organic sales growth, TSR, cash flow return on capital). The Board and the Human Capital Management and Compensation Committee argue the program balances cash and equity, uses a mix of performance-based RSUs, TSR-contingent shares and options, maintains stock ownership requirements and includes safeguards (clawback policy, anti-hedging, overboarding limits). The committee notes strong prior shareholder support (≈93% in 2025) and that compensation is heavily weighted to performance; the company says executive pay is set at market median and links to measured performance outcomes. The key context: PPG missed some EPS and organic sales targets in 2025 while exceeding cash flow, resulting in variable payouts and zero TSR payouts for some cycles; management highlights improvements in cash generation, share repurchases and dividends. Shareholders should weigh alignment of pay with performance, effectiveness of metrics and governance safeguards when casting votes.
Ratify PricewaterhouseCoopers LLP as PPG’s independent registered public accounting firm for 2026.
Approve the 2026 Omnibus Incentive Plan and authorize 1.5 million additional shares (total 6,903,753) for equity awards to employees, consultants and directors.
Management asks shareholders to approve the 2026 Omnibus Incentive Plan to replenish equity award capacity and preserve equity-based compensation programs used for retention and incentive purposes. The plan would authorize 6,903,753 shares (inclusive of adjustments), include typical award types (options, RSUs, PBRSUs, TSR shares, performance awards), retain governance features such as prohibition on repricing options and no dividends on unearned RSUs, and set director award limits. The board argues approval avoids disruption to grant programs when the 2016 Plan expires, supports competitive grant practices (with an average 3-year run-rate ~0.29%), and includes customary adjustments for corporate events and change-in-control treatment. Analysts and institutional investors typically assess dilution, run rate, performance metrics, and governance safeguards when evaluating such plan approvals.
Shareholder proposal requesting the Board adopt a policy so that the roles of Chair and CEO are held by different individuals and the Chair is an independent director; Lead Director not a substitute.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 14,539,229 | $1.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.8% | 12,826,055 | $1.4B |
| 3 | STATE STREET CORP | 5.7% | 12,747,007 | $1.4B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.4% | 9,760,718 | $1.0B |
| 5 | BlackRock, Inc. | 3.6% | 7,992,836 | $854M |
| 6 | PZENA INVESTMENT MANAGEMENT LLC | 3.3% | 7,350,116 | $786M |
| 7 | First Eagle Investment Management, LLC | 2.8% | 6,307,579 | $674M |
| 8 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.8% | 6,159,946 | $658M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 5,322,124 | $566M |
| 10 | BlackRock, Inc. | 2.2% | 5,013,830 | $536M |
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