PPG PPG Industries Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Dear Fellow Shareholders:

Once again, it has been my pleasure to serve as PPG’s Independent Lead Director, a key element of our corporate governance structure designed to guide PPG for the benefit of its shareholders.

During 2024, your Board of Directors was actively engaged in overseeing and advising on key activities to advance PPG’s enterprise growth strategy. PPG successfully completed strategic portfolio actions in 2024 that have created a sharper, more focused company. Following a strategic review, PPG completed the sale of its architectural coatings business in the U.S. and Canada in December 2024 to American Industrial Partners (AIP), an industrials investor. PPG’s architectural coatings businesses in other regions around the world remain core businesses within the company’s portfolio, including in Latin America, Europe and Asia Pacific, where PPG holds strong #1 or #2 positions in a number of key countries. PPG also completed the sale of its silicas products business in November 2024 to QEMETICA, a Warsaw, Poland-based, privately held manufacturer of soda ash, silicates and other specialty chemicals.

These transactions further optimize PPG’s portfolio by improving its organic growth and financial return profiles and will result in an increased capability for the company to channel growth resources to areas where it has the strongest right to win with customers. PPG is focused on delivering unwavering support to customers with superior products, technologies and services that enhance their productivity and sustainability.

PPG’s business demonstrated resilience in a challenging industrial macro environment in 2024 by growing adjusted earnings per share by 6%, improving aggregate segment margins and generating $1.4 billion in operating cash flow. The success of the team’s work throughout last year enabled PPG to continue to reward shareholders. The company repurchased approximately $750 million of stock in 2024, which represented approximately 3% of our outstanding shares. Combined with dividends, PPG returned $1.4 billion to shareholders in 2024. PPG has raised its annual dividend payout for 53 consecutive years and has paid uninterrupted annual dividends for 125 years. The company also continues to have strong financial flexibility with cash and short-term investments totaling approximately $1.4 billion at year end.

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*From continuing operations. See reconciliation in Annex A

As part of our ongoing Board refreshment process, we elected Kathy L. Fortmann, Chief Executive Officer of Amyris, Inc., to the Board. She serves on the Audit Committee and the Sustainability and Innovation Committee and brings to PPG 35 years of global business experience across a variety of industries. Her experience leading European-based businesses and as a leader in the European business community is particularly important to PPG as this region now accounts for approximately one third of our sales. At this year’s annual meeting, Martin Richenhagen will retire from our Board. We thank Martin for his 17 years of dedicated service to PPG. Our refreshment process will continue into 2025 as we seek directors who have skills and experience that can help to further advance PPG’s enterprise growth strategy.

As we continuously look at ways to evolve and strengthen PPG’s governance, the Board has endorsed the right of shareholders to call special meetings and has approved new stand-alone policies that: limit the number of public company boards on which PPG’s directors may serve; provide for compensation recovery from executives; and limit the amount of severance payments for executives. The Board also adopted a refreshed insider trading policy. Developing these new policies reflects our comprehensive approach to governance and facilitates more transparent Board oversight. 

In addition, the Board is actively engaged in overseeing PPG’s sustainability strategy. In 2024, PPG continued to innovate and deliver sustainably-advantaged solutions based our customers’ desire to improve their productivity and to reduce overall value chain environmental impacts.

On behalf of the Board of Directors, it is my pleasure to invite you to PPG’s 2025 Annual Meeting of Shareholders, which will be held at 11:00 a.m., Eastern Time, on Thursday, April 17, 2025, via live audio webcast at www.virtualshareholdermeeting.com/PPG2025. We encourage you to read the attached Proxy Statement and vote on the included proposals.

We thank you for your continued support of and investment in PPG.

Michael W. Lamach
Independent Lead Director

PPG Board of Directors

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Attending the Virtual Annual Meeting:

Our Board of Directors has fixed the close of business on February 21, 2025 as the record date for the determination of shareholders who are entitled to notice of and to vote at our Annual Meeting or any adjournments or postponements thereof. To attend the virtual Annual Meeting, please follow the instructions at:

www.virtualshareholdermeeting.com/PPG2025

You will not be able to attend the Annual Meeting in person. If you plan to participate in the virtual meeting by voting or asking questions, you will need to pre-register by 5:00 p.m. Eastern Time on April 16, 2025. To pre-register for the meeting, please follow the instructions provided under the General Matters section found in the accompanying Proxy Statement. Shareholders may only participate online and must pre-register to vote and ask questions at the virtual meeting. A listen-only, live webcast of the virtual Annual Meeting will also be available to all shareholders and guests who do not pre-register at www.virtualshareholdermeeting.com/PPG2025.

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Please Vote

Please know that your vote is very important to us, and we encourage you to vote promptly. Whether or not you expect to attend the virtual Annual Meeting, please vote via the Internet or telephone, or by paper proxy card or vote instruction form, which you should complete, sign and return by mail, so that your shares may be voted.

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Forward-Looking Statements and Incorporation of Website Information

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook, compensation program; sustainability; culture; diversity; community engagement; and related goals, commitments and strategies. These statements involve risks and uncertainties. Our actual future results, including the achievement of our targets, goals or commitments, could differ materially from our projected results as the result of changes in circumstances, assumptions not being realized, or other risks, uncertainties and factors, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q, current reports on Form 8-K and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of the date of this Proxy Statement. This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated herein by reference.

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About the Meeting

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Attending the Virtual Annual Meeting

You will be able to attend the virtual Annual Meeting, vote and submit your questions during the Annual Meeting via live online webcast by visiting www.virtualshareholdermeeting.com/PPG2025. You will not be able to attend the Annual Meeting in person. If you plan to participate in the virtual meeting by voting or asking questions, you will need to pre-register by 5:00 p.m. Eastern Time on April 16, 2025. To pre-register for the meeting, please follow the instructions provided under General Matters beginning on page 92. Shareholders may only participate online and must pre-register to vote and ask questions at the virtual meeting. A listen-only, live webcast of the virtual Annual Meeting will also be available to all shareholders who do not pre-register at www.virtualshareholdermeeting.com/PPG2025.

Questions and Answers About the Annual Meeting

Please see General Matters beginning on page 92 for important information about the proxy materials, voting, accessing the 2025 Annual Meeting and the deadlines to submit shareholder proposals and director nominees for the 2026 Annual Meeting of Shareholders.

Who We Are

We were founded in 1883 as The Pittsburgh Plate Glass Company by Captain John B. Ford and John Pitcairn in Pittsburgh, Pennsylvania. At PPG, we work every day to develop and deliver the paints, coatings and specialty materials that our customers have trusted for more than 140 years. PPG’s vision is to be the first-choice partner to meet our customers’ evolving needs for innovative paints, coatings and surface solutions. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. PPG helps customers in industrial, transportation, consumer products, and construction markets and aftermarkets to protect and beautify the world®.

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Well Positioned for Growth

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Our Products

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Overview of Directors

SNAPSHOT OF 2025 DIRECTOR NOMINEES

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Governance Highlights

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Financial Performance Highlights

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*From continuing operations. See reconciliation in Annex A

Executive Compensation Highlights

Executive compensation is based on our pay-for-performance philosophy, which emphasizes executive performance measures that correlate closely with the achievement of both shorter-term performance objectives and longer-term shareholder value creation.

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At PPG, we aim to champion all employees, empowering them to reach their full potential and maintain a high performing workplace. In 2024:

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At PPG, our community engagement supports our purpose to protect and beautify the world. Our efforts are focused on education, employee engagement and community sustainability, three areas that represent an intersection of our business strengths and our ability to create positive impacts across our communities. Our global giving totaled $18.4 million in 2024, supporting hundreds of community organizations worldwide.

We seek to build the next generation of innovative leaders in science, technology, engineering and mathematics (STEM) through programs such as AdoptaClassroom.org in the U.S., Casa Hacker’s Girls in STEM program in Brazil, and several science centers worldwide, including an expanded partnership with the National Museum of Science and Technology Leonardo da Vinci in Milan, Italy, to open the PlayLab, a unique educational space. In 2024, we invested $11.5 million in advancing STEM education. We also reached and exceeded our $2 million commitment through 2025 to support workforce development initiatives that provide training and opportunities for future skilled workers in manufacturing and coatings application.

Our community sustainability investments deliver community transformations through colorful spaces, support essential needs (particularly in times of disaster), and provide opportunities to thrive in the communities where we operate. We activate the time and talent of our employees to make a difference in our local communities. Our COLORFUL COMMUNITIES® program brings together PPG volunteers, PPG products and financial support to provide a fresh coat of paint and rejuvenation to community spaces. In 2024, we completed 58 projects in 27 countries, 89% of which included elements of sustainability as defined by our internal guidelines, including 27 school makeovers as part of the program’s New Paint for a New Start campaign. Since 2015, more than 30,300 PPG employees and community volunteers have positively impacted more than 10.2 million people in over 50 countries.

As an extension of our sustainability efforts, we also committed to investing $5 million in environmental sustainability education from 2023 to 2030. Through the end of 2024, we have invested $1.2 million of our commitment. Our efforts aim to strengthen support of the next generation of innovators and maximize the impact within communities where we operate through partnerships with organizations such as the National Energy Education Development (NEED) in the U.S., Junior Uni Wuppertal’s sustainability courses in Germany, and the Attitude for the Planet program with Junior Achievement in Brazil.

In 2024, PPG further advanced its sustainability commitments by continuing to drive toward its 2030 targets, reducing environmental impacts across our value chain, identifying operational efficiencies and innovating sustainably advantaged solutions for our customers.

Our paints, coatings and specialty materials protect and beautify the world, many of which offer benefits that support our customers’ sustainability ambitions. In 2024, 41% of sales were from sustainably advantaged products and processes that we have defined as addressing multiple sustainability benefits, including lower emissions, energy efficiency, use of renewable raw materials or extending durability. One leading example of a sustainably advantaged product is the PPG LINQ™ digital ecosystem that is significantly improving the color matching process while increasing speed and efficiency and decreasing waste in automotive body shops.

In addition to product innovations, improving the efficiency of our operations is an ongoing focus. We know that operational excellence drives productivity at PPG and for our customers. We continue advancing the use of renewable energy, and in 2024 we continued to partner with a renewable energy provider to implement our decarbonization roadmap that is expected to reduce our operational greenhouse gas emissions by 50% by 2030. As part of this effort, PPG completed a 1.5 megawatt solar installation at our Caivano, Italy, facility, which is expected to eliminate 430 metric tons of greenhouse gas emissions annually. The site is expected to achieve a reduction in annual operating costs by approximately 15% as a result of the solar installation and a previously installed combined heat and power unit.

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We respect the dignity and human rights of all people. As stated in our Global Code of Ethics, we comply with all laws pertaining to freedom of association, privacy, collective bargaining, immigration, wages and hours and working time in our operations throughout the world. We also uphold laws prohibiting forced, compulsory and child labor, human trafficking and employment discrimination.

We expect all our contractors, suppliers and other business partners to respect and uphold our commitment to human rights in their operations. Our Supplier Sustainability Policy builds upon our Global Supplier Code of Conduct by establishing expectations for sustainability within our supply chain. These policies reinforce our expectations that our suppliers, as well as their subcontractors, will comply fully with applicable laws and adhere to internationally recognized environmental, social and corporate governance standards, including those governing working conditions, wages and prohibiting the use of child and forced labor. Each supplier must evaluate and maintain sustainable processes and raw material sources throughout their supply chain and supplier base. As of the end of 2024, 98% of our key suppliers were assessed to sustainability and social responsibility criteria.

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Skills, Expertise and Experience of Our Directors

Each of PPG’s directors possesses the core competencies of a senior executive officer at a large organization that are essential to their service on our board. In addition to those qualifications, our directors collectively possess skill sets that are directly relevant to the Company’s business and strategic objectives and that are valued by our Board in guiding a complex, worldwide manufacturing and retail company with more than $15.8 billion in sales from continuing operations and in overseeing our strategy for future growth. This table is intended to depict notable areas of expertise for each director, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience and oversight responsibilities. The information presented below is based on voluntary self-identification by each director, and the biographies of our directors include more information about our directors’ relevant skills, experience and qualifications.

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Diversity of Our Directors

We value boardroom diversity as integral to effective corporate governance. We believe that board diversity – gender, race, age, insight, background and professional experience – is a necessity that improves the quality of decision-making and strategic vision, and represents the kind of company we aspire to be. Our Board of Directors is representative of a diverse group of industries, geographies, cultural backgrounds, ethnic backgrounds, viewpoints and ages. The Nominating and Governance Committee seeks to find director candidates who have demonstrated executive leadership ability and who are representative of the broad scope of shareholder interests by identifying candidates from varied industries having diverse cultural or ethnic backgrounds, viewpoints and ages. The Nominating and Governance Committee believes that the current members of the Board provide this diversity. Below are self-identified diversity characteristics of our directors excluding Mr. Richenhagen who will retire at the 2025 Annual Meeting.

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Since the 2015 annual meeting, the average age of our directors has decreased from 63 to 61 and our average director tenure has decreased from approximately 10 years to below five years. Although our average director tenure has fallen with the addition of new directors, the Board believes that it is important to have longer-serving directors on the Board who have an intimate knowledge of our operations and our corporate philosophy. These longer-serving directors have also guided PPG through the peaks and troughs of the business cycle and can share this experience with our newer directors.

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Director Nominees

Ten directors are nominated for election to serve until the 2026 Annual Meeting of Shareholders and until their successors have been duly elected and qualified or their earlier retirement or resignation. It is intended that the shares represented by each proxy will be voted, in the discretion of the proxies, FOR the nominees for directors set forth below, each of whom is an incumbent, or for any substitute nominee or nominees designated by our Board of Directors in the event any nominee or nominees become unavailable for election. In the event that an incumbent director receives a greater number of votes against their election than votes for such election, they are required to tender their resignation for consideration by the Nominating and Governance Committee of the Board of Directors in accordance with our Bylaws, as under “Director Resignation Policy.” The principal occupations of, and certain other information regarding, the nominees and our continuing directors are set forth below. In addition, information about each director’s specific experience, attributes and skills that led the Board to the conclusion that each of the directors is highly qualified to serve as a member of the Board is set forth below.

The Board believes that each of the Company’s directors is highly qualified to serve as a member of the Board. Each of our directors has contributed to the mix of skills, core competencies and qualifications of the Board. Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions with some of the most admired organizations in the world. Many of our directors also benefit from an intimate knowledge of our operations and corporate philosophy. The Board believes that each director’s service as the chair, chief executive officer, president, chief financial officer, group president or senior vice president of

a well-respected company has provided the directors with skills that are important to serving on our Board. The Board has also considered the fact that all of our directors have worked for, or served on the boards of directors of, a variety of companies in a wide range of industries. Specifically, the Board has noted that our directors have skills that, among others, have made them particularly suited to serve as a director of PPG. Our directors’ skills that are specifically related to PPG’s strategy are illustrated in the skills matrix beginning on page 11. The Board believes that through their varying backgrounds, our directors bring a wealth of experiences, new ideas and solutions to our Board.

Our Corporate Governance Guidelines require that any director who has attained the age of 72 retire at the next annual meeting following the director’s 72nd birthday. In accordance with this policy, Martin Richenhagen will be retiring from our Board of Directors at the 2025 Annual Meeting. The Company thanks Mr. Richenhagen for his 17 years of dedicated service to PPG, including chairing the Audit Committee and his distinguished service on the Sustainability and Innovation Committee and the Human Capital Management and Compensation Committee. His leadership has played an important role in helping PPG and its leaders navigate complex issues and important decisions that have helped to further strengthen our business. His global industry insights and proven experience will be missed.

At the 2022 Annual Meeting, PPG’s shareholders voted in favor of a Board-sponsored proposal to declassify the Board of Directors. On May 13, 2022, PPG’s Articles of Incorporation were amended to provide that all directors will be elected annually beginning at the 2025 Annual Meeting. The directors to be elected at the 2025 Annual Meeting will be elected to serve a one-year term. If elected, each director will hold office until the 2026 Annual Meeting and until their successor is elected and qualified or their earlier retirement or resignation.

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Nominees Standing for Election to Hold Office Until the 2026 Annual Meeting

Under PPG’s amended Articles of Incorporation, at this Annual Meeting these directors will be elected for a one-year term. If elected, each director will hold office until the 2026 Annual Meeting and until their successor is elected and qualified, or their earlier retirement or resignation.

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