PPG INDUSTRIES INC (PPG)
Sector: Materials
2026 Annual Meeting Analysis
PPG INDUSTRIES INC · Meeting: April 16, 2026
Directors FOR
3
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors to Serve in a Class Whose Term Expires in 2027
Against Analysis
Ms. Fortmann joined in 2024 and has served less than 24 months, making her exempt from the stock performance trigger under policy; she has relevant specialty chemicals and global operations experience — vote FOR on qualifications grounds, no disqualifying flags apply.
For Analysis
Mr. Roberts joined in 2023 and has served approximately two to three years; his tenure partially overlaps the underperformance period but covers less than half, and policy directs a flag-but-not-automatic-No for directors in this range — combined with his relevant operational and sustainability expertise, a FOR vote is appropriate.
Mr. Schneider joined in January 2026 and has served less than 24 months, making him fully exempt from the TSR performance trigger under policy; he brings relevant customer service, operations and sales leadership experience.
Mr. Topalian joined in July 2025 and has served less than 24 months, making him fully exempt from the TSR performance trigger under policy; he brings extensive manufacturing and operations experience relevant to PPG's business.
PPG's stock has fallen 11% over three years while its compensation peer group returned a median of +45%, a gap of 56 percentage points that far exceeds the 20-point threshold required to trigger an AGAINST vote for directors with meaningful tenure overlap. The 5-year track record is equally poor (-62.7pp vs peers), so the 5-year mitigant does not apply. Eight of the twelve nominees have tenures that fully overlap this underperformance period and receive AGAINST votes. The four newer directors (Fortmann, Roberts, Schneider, Topalian) are exempt or partially exempt under the 24-month new-director rule or the partial-tenure rule and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
T. M. Knavish
Total Comp
$14,885,022
Prior Support
93%%
CEO total compensation of approximately $14.9 million and a pay structure where over 75% of pay is nominally variable is not itself the concern — the problem is pay-for-performance alignment: PPG's stock has lost 11% over three years while the company's own peer group gained a median of 45%, a gap of 56 percentage points that far exceeds the 20-point policy threshold. The company itself acknowledges that its 3-year total shareholder return ranked in just the 19th percentile versus the S&P 500, resulting in zero payout on long-term TSR share awards — yet other above-benchmark incentive pay continued to flow, and annual incentive awards still paid out at 59%–93% of target. When shareholders have experienced significant losses relative to peers, above-median incentive pay is not justified under the pay-for-performance alignment standard in the voting policy.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose specific audit fee and non-audit fee amounts or PwC's tenure in the text provided, so the non-audit fee ratio trigger and the 25-year tenure trigger cannot be evaluated; per policy, the absence of confirmed tenure data means the tenure trigger does not fire and the default FOR vote applies. PwC is a Big Four firm appropriate for a company of PPG's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal for an Independent Board Chair
John Chevedden is a well-known individual governance activist with a long record of submitting legitimate governance proposals — his proposals deserve evaluation on the merits. The request for a separate, independent board chair is a mainstream governance improvement that removes a structural conflict of interest: when the same person runs both the company as CEO and chairs the board that oversees him, independent oversight is inherently weaker. This concern is especially acute here given that PPG's stock has dropped roughly 45% since 2021 while broader markets and the company's own peers have risen sharply, suggesting that the current board oversight structure has not been effective in holding management accountable for shareholder outcomes. While PPG has a strong independent Lead Director with broad powers, that role is not a full substitute for an independent chair — the Lead Director's authority is delegated and can be revoked, whereas a separate chair holds the position by title and independent mandate.
Overall Assessment
PPG's 2026 annual meeting ballot is dominated by a clear pay-for-performance and board accountability concern: the company's stock has lost 11% over three years while its own compensation peer group gained a median of 45%, a 56-percentage-point gap that triggers AGAINST votes for eight of the twelve director nominees under the policy's TSR underperformance standard and an AGAINST vote on Say on Pay due to misalignment between executive incentive outcomes and shareholder experience. The independent board chair stockholder proposal from governance activist John Chevedden receives a FOR vote given the credible governance concern and the company's sustained underperformance under a combined Chairman/CEO structure; the auditor ratification receives a FOR vote as no disqualifying fee ratio or tenure data was available in the filing.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing