PPG INDUSTRIES INC
For the period ended Apr 17, 2025. Filed Mar 6, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 17, 2025 · Filed Mar 6, 2025
Contents
CD&A Roadmap
PPG’s vision is to be the first-choice partner to meet our customers’ evolving needs for innovative paints, coatings and surface solutions that protect and beautify the world®. This vision is enabled by a strategy of accelerated profitable growth and enhanced operational excellence. Our executive compensation program is a key factor in promoting this strategy and a crucial tool in aligning the interests of our senior leadership with those of our shareholders.
| Performance | How Did We Perform? ●Completed divestitures of the silica products and architectural coatings U.S. and Canada businesses, improving company margin and growth profile●Net sales from continuing operations of $15.8 billion●Adjusted earnings per diluted share of $7.87, an increase of 6% versus 2023●Operating cash flow of $1.4 billion; returned $1.4 billion to shareholders in the form of share repurchases and dividends●Company net income margin of 8.5% and adjusted EBITDA margin of 18.1%, an increase of 100 basis points year over year●Segment margin of 17.1% and segment EBITDA margin of 19.9%, an increase of 70 basis points year over year●Achieved our adjusted earnings per diluted share from continuing operations target, but we fell short of our adjusted cash flow from operating activities and our organic sales growth targets | ||
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| Compensation Determination | | | 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 |
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| Risk Management | | | 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 |
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| Executive Compensation | | | 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 |
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2025 Proxy Statement 47
| Say-on-Pay | | | 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 96% of shareholder votes cast in favor of our 2024 say on pay resolution●Our compensation program is heavily weighted toward pay for meeting performance objectives and increasing PPG’s stock price |
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