PPG INDUSTRIES INC PPG

47% shingled-prose overlap between the two filings.

2025: 128,778 chars · 2026: 118,687 chars

• Pay Ratio (Item 402(u)):59% overlap (3,222 → 3,571 chars)
• Say-on-Pay proposal:54% overlap (25,000 → 25,000 chars)

• changedOur Named Executive Officers in 2025 2024
• changedThis Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers for 2025, 2024,whose names and current positions with the Company are set forth below.
• changedKNAVISHChairman and ChiefExecutive OfficerVINCENT Officer​VINCENTJ.
• newMORALESSenior Vice President and Chief FinancialOfficerANNE M.
• newFOULKESSenior Vice President Legal and Special Projects; served as Senior Vice President and General Counsel during 2025K.
• newHENRIK BERGSTRÖMSenior Vice President, Global ArchitecturalCoatingsKEVIN D.
• newBRAUNSenior Vice President,Operations
• changedWHAT WE DOWHAT DOWHATWE DON’T DO•Hold DO●Holdan annual say-on-pay advisory vote for shareholders•Pay shareholders●Payfor performance – a substantial portion of compensation is performance-based•Use performance-based●Usean appropriate peer group when establishing compensation•Balance compensation●Balanceshort-term and long-term incentives•Align incentives●Alignexecutive compensation with shareholder returns through long-term incentives•Cap incentives●Capindividual payouts in incentive plans•Maintain plans●Maintaina compensation recovery policy in the event of a financial restatement•Maintain restatement●Maintainrobust stock ownership requirements for executives•Mitigate executives●Mitigateundue risk-taking in compensation programs•Condition programs●Conditiongrants of long-term incentive awards on non-compete and non-disclosure restrictions•Retain restrictions●Retaina fully independent, external compensation consultant whose independence is reviewed annually by the Human Capital Management and Compensation Committee•Include Committee●Includea double-trigger change-in-control provision for equity grants•Appropriately weight incentive grants●Incentiveplans thatareappropriatelyweightedbetween short-term and long-term performance and cash and equity using multiple award types and performance measures•Subject measures●Subjectcash severance payments to certain limits under the company’s Executive Officer Cash Severance Policy•Have Policy​●Haveemployment contracts with our U.S.-based named executive officers•Allow officers●Allowour officers to engage in short sales or hedge their PPG securities•Allow securities●Allowour officers to pledge their PPG securities or place their PPG securities in a margin account•Guarantee account●Guaranteeincentive awards•Provide awards●Providesignificant perquisites to our executive officers•Reprice, officers●Reprice,reload or discount options options​​
• new2026 Proxy Statement53
• changedTable of ContentsProposal Proposal2: Advisory Vote on Approval of the Compensation of the Named Executive Officers
• newPerformanceHow Did We Perform?
• changed•Net ●CompleteddivestituresofthesilicaproductsandarchitecturalcoatingsU.S.andCanadabusinesses,improvingcompanymarginandgrowthprofile●Netsales from continuing operations of $15.9 billion•Generated organic sales of 2%, exceeding the market which declined slightly•Adjusted $15.8billion●Adjustedearnings per diluted share of $7.58, a decrease $7.87,anincreaseof 4% 6%versus 2024•Operating 2023●Operatingcash flow of $1.9 billion, up $500 million year over year; $1.4billion;returned $1.4 billion to shareholders in the form of share repurchases and dividends•Company dividends●Companynet income margin of 9.9%, 8.5%andadjustedEBITDAmarginof18.1%,an increase of 140 100basis points year over year, and adjusted EBITDA margin of 17.3%•Segment year●Segmentmargin of 16.5% 17.1%and segment EBITDA margin of 19.3%, a decrease 19.9%,anincreaseof 60 70basis points year over year•Achieved year●Achievedour adjusted cash flow earningsperdilutedsharefrom operating activities target continuingoperationstarget,but wefell short of our adjusted earnings per diluted share cashflowfrom continuing operations operatingactivitiesand our organic sales growth targetsCompensation DeterminationHow targets​​​​CompensationDetermination​​HowDo We Determine Compensation?•Based Compensation?●Basedon our pay-for-performance philosophy•Executive philosophy●ExecutiveCompensation is approved by our independent Human Capital Management and Compensation Committee•We Committee●Weutilize 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 medianRisk ManagementHow median​​​​RiskManagement​​HowDo We Address Risk?•Our Risk?●Ourofficers are subject to stock ownership requirements•Our requirements●Ourofficers may not engage in securities transactions that are contrary to the interests of shareholders•Executive shareholders●Executiveofficers are subject to a compensation recovery policy•Incentive policy●Incentiveplans are appropriately weighted between short-term and long-term performance and cash and equity using multiple award types and performance measuresExecutive CompensationHow measures​​​​ExecutiveCompensation​​HowDo We Pay Our Executives?•Our Executives?●Ourexecutive 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 compensation●Ourannual compensation policies reflect our pay for performance philosophy with over 76% 70%of our named executive officers’ pay tied to performance•Our performance●Ourexecutive officers receive two forms of annual compensation—base salary and annual incentive awards—which together constitute an executive’s total annual compensationSay-on-PayWhy 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 93% of shareholder votes cast in favor of our 2025 say-on-pay resolution•Our compensation program is heavily weighted toward pay for meeting performance objectives and increasing PPG’s stock price compensation​​​​
• new54investor.ppg.com
• changedPERFORMANCECOMPENSATIONDETERMINATIONRISKMANAGEMENTEXECUTIVECOMPENSATIONSAY-ON-PAYHow ​​​​​​​PERFORMANCE​COMPENSATIONDETERMINATION​RISKMANAGEMENT​EXECUTIVECOMPENSATION​SAY-ON-PAY​​​​​​​​​​​​HowDid We Perform?In the following section, we discuss our performance in 2025 2024and how it affected the compensation of our named executive officers. officers.​
• changedPPG has paid uninterrupted annual dividends since 1899 and has increased its annual dividend payout for 54 53consecutive years.
• changedContinuing with that legacy, in 2025 2024PPG returned about$1.4 billion to shareholders in the form of dividends and share repurchases.
• new•In 2025, the PPG team demonstrated resilience in a challenging macro environment by delivering sales volume and selling price growth all four quarters resulting in an increase of 2% in organic sales, exceeding market growth and led by sales of our technology advantaged products.
• changedWe delivered record results in several of our businesses, including aerospace coatings, protective and marine automotiverefinishcoatings and packaging coatings. architecturalcoatingsLatinAmerica.
• new•The Company’s net sales from continuing operations were $15.9 billion, flat compared to 2024 due to higher sales volumes, higher selling prices, and favorable foreign currency offset by divestitures.
• changed•The ●TheCompany’s 2025 2024full-year reported net income from continuing operations was $1.6 $1.3billion, or $6.92 $5.72per diluted share versus $1.3 $1.2billion, or $5.72 $5.16per diluted share, in 2024. 2023.
• changedFull-year 2025 2024adjusted earnings per diluted share from continuing operations decreased 4% increased6%year over year to $7.58 $7.87compared with $7.87 $7.42in 2024. 2023.
• newAdjusted net income from continuing operations for 2025 was $1.7 billion, down 7% year over year due to the unfavorable impact of sales mix and overhead and other cost inflation, partially offset by higher selling prices, increased manufacturing productivity and restructuring savings.
• changed•Net ●Netsales, excluding the impact of currency, acquisitions and divestitures (“organic sales”) increased 2% decreased1%driven by higher lowersales volumes and selling prices. aspriceswereflat.
• changedThe company benefitted from growth in the Performance Coatings segment Mexico,ChinaandIndiaaswellasgrowthin the aerospace coatings, protective and marine coatings coatings,and traffic solutions businesses and share gains offsetbydeclinesin the Industrial Coatings segment in automotive original equipment manufacturer (OEM), manufacturer,industrial coatings and packaging coatings which more than offset declines in the automotive refinish coatings and architectural EMEA coatings businesses.
• new•Year-over-year aggregate segment margins declined 60 basis points driven by margin expansion in the Industrial Coatings and Global Architectural Coatings segments, offset by margin compression in the Performance Coatings segment.
• new•In 2025, the Company generated cash flow from operations of $1.9 billion, up $500 million from 2024, and a free cash flow yield of 5%.
• changed•In ●InJuly, the Company raised the per share dividend by 4%—paying 5%—payingapproximately $630 $620million in dividends in 2025. 2024.
• changedThe Company also repurchased $790 $750million of stock in 2025. 2024.
• changed•Operating ●Operatingworking capital as a percentage of fourth quarter sales, annualized for 2025, 2024,was higher than 2024 2023by 200 90basis points.
• changedSelling, general and administrative costs as a percentage of sales for 2025 2024increased by 30 50basis points compared to 2024. 2023.
• changed•Cost ●Costsavings from restructuring actions, including the impact of acquisition-related synergies, totaled about $75 $45million for 2025. 2024.
• newThe following charts contain adjusted earnings per diluted share from continuing operations, net sales and adjusted net income from continuing operations.
• changedData was recast in 2024 for the years 2023 followingchartscontainadjustedearningsperdilutedsharefromcontinuingoperations,netsalesand 2024 adjustednetincomefromcontinuingoperations,whichhavebeenrecastto present the results of the architectural coatings business in the U.S. and Canada as discontinued operations, operationsforallyearspresented,as used for determining the compensation of our executive officers for each of the last three fiscal years:
• new2026 Proxy Statement55
• changed*Adjusted *Adjustednet income and adjusted earnings per share from continuing operations as calculated for purposes of determining incentive compensation excludes one half of the full year earnings impact of foreign currency translation versus the Company’s plan, which represented an exclusion of $40 $2million and $0.13 $0.01per share, respectively respectively,for 2025, $2 2024,$43million and $0.01 $0.17per share, respectively, for 2024 2023and $43 $41million and $0.17 per share, respectively, for 2023.. 2022.
• changed•Our ●Ourbusiness demonstrated resilience in a challenging industrial macro environment.
• changedWe achieved our 2025 adjusted cash flow earningsperdilutedsharefrom operating activities continuingoperationstarget, but we fell short of our adjusted earnings per diluted share cashflowfrom continuing operations operatingactivitiesand our organic sales growth targets.
• changedAs a result, annual incentive awards paid to executive officers ranged from 59% 56%to 93% 68%of target.
• changed•Between 71% ●Between68%and 84% 89%of the named executive officers’ target total direct compensation opportunity for 2025 2024was in the form of performance-based variable compensation and long-term incentives motivating them to deliver strong business performance and create shareholder value.
• changed•Base ●Basesalary and annual incentive targets for our executive officers are established annually to maintain parity with the competitive market for executives in comparable positions.
• changed•PPG’s ●PPG’scompensation programs are reviewed annually to identify any inherent material risks to PPG created by these programs.
• changedBased on the results of the 2025 2024review, we concluded that the design of our compensation programs does not encourage our employees to take unnecessary or excessive risks that could harm the long-term value of PPG.
• new56investor.ppg.com
• changedPERFORMANCECOMPENSATIONDETERMINATIONRISKMANAGEMENTEXECUTIVECOMPENSATIONSAY-ON-PAYHow ​​​​​​​PERFORMANCE​COMPENSATIONDETERMINATION​RISKMANAGEMENT​EXECUTIVECOMPENSATION​SAY-ON-PAY​​​​​​​​​​​​HowDo We Determine Compensation?In the following section, we discuss our philosophy for compensating executives based on their performance as well as how we execute that philosophy through our compensation programs. programs.​
• changedBase SalaryAnnual Salary​AnnualIncentive AwardsLong-Term, Awards​Long-Term,Equity-Based IncentivesAttract and retain executive officers by offering cash compensation that is competitive with that offered by similarly situated companies and rewarding outstanding personal performancePromote performance​Promoteand reward the achievement of short-term objectives that our Board of Directors and management believe will lead to long-term growth in shareholder valueClosely value​Closelyalign the interests of executive officers with those of our shareholders by making long-term incentive compensation dependent upon the Company’s financial performance and total shareholder return
• new2026 Proxy Statement57
• changedFor purposes of establishing the 2025 2024executive compensation program, the Human Capital Management and Compensation Committee considered a competitive analysis of total direct compensation levels and compensation mixes for our executive officers using information from:
• changed•three ●threegeneral industry surveys in which management participates: the 2024 2023Aon Radford Associates TCM Executive Total Compensation Survey, the 2024 2023WTW CDB and the 2024 2023FW Cook Executive Compensation Survey; and
• changed•comparison ●comparisoncompany median data from a comparator group consisting of 22 companies.
• changedThe comparator group used in 2024 2023to set 2025 2024compensation was:
• new3M CompanyEaton Corporation plcInternational Paper CompanyStanley Black & Decker, Inc.Air Products and Chemicals, Inc.Ecolab Inc.Johnson Controls International PlcTextron Inc.Celanese CorporationEmerson Electric Co.Linde PlcThe Sherwin-Williams CompanyDow, Inc.Honeywell International Inc.LyondellBasellIndustries N.V.Trane Technologies PlcDuPont de Nemours, Inc.Howmet Aerospace Inc.Parker-Hannifin CorporationEastman Chemical CompanyIllinois Tool Works Inc.Rockwell Automation, Inc.
• newAs of July 2024, when then comparator group was approved by the Human Capital Management and Compensation Committee, PPG was ranked in the 46th percentile of the comparator group based on net revenue and market capitalization.
• newWe target the median levels of compensation to derive our market value.
• changedThe competitive analysis showed that the 2025 2024target total direct compensation for the Company’s named executive officers was on average positioned within the market median range, which we define as within 20% of the median.
• changed•Annual ●Annualcompensation: Information regarding base salary and annual incentive targets for the current year;
• changed•Long-term ●Long-termincentive awards: Information regarding all equity-based awards, whether vested or unvested, including total pre-tax value to the executive and holdings relative to our stock ownership requirements;
• changed•Benefits ●Benefitsand perquisites: Line item summary showing the annualized cost to the Company of health and welfare benefits, life insurance and perquisites;
• new58investor.ppg.com
• changed•Pension ●Pensionand deferred compensation: Annualized cost to the Company of pension plan benefits (qualified plan and non-qualified plan) and defined contribution plans (401(k) and deferred compensation); and
• changed•Description ●Descriptionand quantification of all compensation and benefits payable upon retirement, termination of employment or change in control.
• changedPERFORMANCECOMPENSATIONDETERMINATIONRISKMANAGEMENTEXECUTIVECOMPENSATIONSAY-ON-PAYHow ​​​​​​​​​​​​​PERFORMANCE​COMPENSATIONDETERMINATION​RISKMANAGEMENT​EXECUTIVECOMPENSATION​SAY-ON-PAY​​​​​​​​​​​​HowDo We Address Risk?In the following section, we outline strategies that we have developed to mitigate risks over the short and long term in consideration of regulatory requirements. requirements.​
• changedBased on the results of the 2025 2024review, we concluded that the design of our compensation programs does not encourage our employees to take unnecessary or excessive risks that could harm the long-term value of PPG.
• changed•Our ●Ourofficers are subject to stock ownership requirements, as discussed below.
• changed•Our ●Ourofficers may not engage in transactions that are contrary to the interests of shareholders, such as “short sales,” “short sales against the box,” “put” and “call” options and hedging transactions designed to minimize an executive’s risk inherent in owning PPG stock.
• changed•Executive ●Executiveofficers are subject to a compensation recovery policy that is designed to recoup incentive compensation when a financial restatement occurs.
• changed•We ●Weprovide limited perquisites to our executive officers.
• changed•We ●Weprovide tax gross-ups and tax reimbursements to our named executive officers in limited situations related to costs incurred for international assignments.
• new2026 Proxy Statement59
• changed•the ●thepayment was predicated upon the achievement of one or more financial reporting measures that were subsequently the subject of a material accounting restatement (as defined in the policy); and
• changed•a ●alower payment would have been made to the officer after taking into account the accounting restatement.
• changedThose officers who have been subject to the policy for more than five years at their current requirement level and have not met the ownership requirement are paid 20% of their annual incentive in PPG stock, which is restricted from sale for a period of two to five years, and 100% of the vested shares delivered from the performance-based restricted stock unit (“PBRSU”)award and total shareholder return share award (“TSR”)are required to be held by the officer for a minimum of one year and until the requirement is met.
• changedKnavish, Bergström and Braun, Hagerty,have met their ownership requirement.
• changedKnavish, Bergström and Braun Hagertyare within the five-year compliance period and should meet their ownership requirement by the end of such period.
• changedAs of the end of 2025, 2024,Mr. Knavish’s stock ownership was approximately 5.8 5.5times his base salary.
• newUpon the vesting of Mr. Knavish's 2023-2025 performance-based restricted stock unit on February 18, 2026, Mr. Knavish had met his stock ownership requirement.
• changedA complete copy of PPG’s Insider Trading Policy is wasfiled as an exhibit to PPG’s Annual Report on Form 10-K. 10-KfortheyearendedDecember31,2024.
• new60investor.ppg.com
• changedUnder these rules, all trading plans intended to qualify for the safe harbor provided by Rule 10b5-1 must be pre-cleared preclearedby our Law Department, must be entered into, modified or terminated with prior approval and only during an open trading window while the officer is not in possession of material nonpublic information and must include a waiting period of 90 days.
• changedWe have agreements in place with each of the executive officers named in the Summary Compensation Table Table,exceptforMr.Bergström,providing for their continued employment for a period of up to three years in the event of an actual or threatened change in control of PPG (as “change in control” is defined in the agreements).
• new2026 Proxy Statement61

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