Alex Tablin-Wolf
Axalta Coating SystemsAbout Alex Tablin-Wolf
Senior Vice President, General Counsel & Corporate Secretary at Axalta Coating Systems (AXTA), effective January 1, 2024; joined Axalta in January 2017 and previously served as Vice President and Associate General Counsel. Education: B.A. in Psychology, Santa Clara University; J.D., cum laude, Temple University Beasley School of Law . He signs and attests SEC filings as Corporate Secretary and is listed as the company’s notice designee on major transaction agreements, indicating central responsibility for governance and M&A execution . Company performance context: 2024 net sales $5.3B (+2% YoY), Adjusted EBITDA $1.116B (+17% YoY), net income $391M (+45% YoY); 2024 ABP financial metrics funded at 144.2% before individual modifiers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Axalta Coating Systems | SVP, General Counsel & Corporate Secretary | 2024–present | Leads global Legal and Corporate Secretary functions; designated signatory on SEC filings and notice designee in merger agreements; strategic advisor to the Board |
| Axalta Coating Systems | VP & Associate General Counsel | 2017–2023 | Helped advance key strategic initiatives; deep knowledge of Axalta’s business |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fox Rothschild LLP | Associate (Corporate & Securities) | Not disclosed | Corporate/securities practice experience supporting later in‑house governance role |
| Blank Rome LLP | Associate (Corporate & Securities) | Not disclosed | Corporate/securities practice experience supporting later in‑house governance role |
Fixed Compensation
No individual base salary or target bonus disclosure for Mr. Tablin‑Wolf in the 2025 proxy (he is not a named executive officer). Company program features for executive officers emphasize high at‑risk pay, independent oversight, and benchmarking via an independent consultant (Pearl Meyer) .
Performance Compensation
Program design and 2024 outcomes (company-wide ABP metrics apply to all eligible employees; executive officers receive LTI with 60% PSUs/40% RSUs in 2024):
- Annual Bonus Plan (ABP) metrics (2024): Adjusted EBIT (50%), Adjusted EBIT Margin (25%), Free Cash Flow (25%). 2024 results funded at 144.2% before individual modifiers .
- LTI design (2024): 60% PSUs split 50% Adjusted EBITDA (3-year) and 50% Relative TSR vs S&P 400 MidCap (3-year); 40% time-based RSUs. 2025 changes: ABP switches to Adjusted EBITDA/Adjusted EBITDA Margin/FCF; PSUs financial metric changes to 3-year cumulative Adjusted EPS (Relative TSR component retained) .
Detailed ABP metrics and outcomes (2024):
| Metric | Weight (% of target) | Threshold | Target | Maximum | Actual | Payout as % of weighting | Weighted payout % |
|---|---|---|---|---|---|---|---|
| Adjusted EBIT ($mm) | 50% | $643 | $772 | $884 | $835 | 151.3% | 75.7% |
| Adjusted EBIT Margin | 25% | 13.9% | 14.9% | 16.6% | 15.9% | 160.9% | 40.2% |
| Free Cash Flow ($mm) | 25% | $383 | $435 | $544 | $451 | 113.2% | 28.3% |
| Total | 100% | 144.2% |
PSU context (plan outcomes for awards granted to NEOs in 2022):
- 2022–2024 PSU cycle paid ~26% of target (Adjusted EPS/ROIC outcomes and Relative TSR at 50th percentile; TSR modifier neutral) .
Equity Ownership & Alignment
- Beneficial ownership (initial Section 16 filing, as of appointment): 5,030 common shares (direct) .
- Unvested RSUs (each RSU equals one common share) and vesting schedules disclosed on Form 3:
| Award | Units | Vesting schedule (as disclosed) |
|---|---|---|
| RSUs granted Sep 19, 2023 | 14,630 | Vests in three equal annual installments beginning Sep 19, 2024 |
| RSUs granted Feb 28, 2024 | 5,664 | Vests in three equal annual installments beginning Feb 28, 2024 |
| RSUs (unvested portion of 4,066) | 2,033 | Vests in two equal annual installments beginning Jul 27, 2023 |
| RSUs (unvested portion of 5,205) | 3,470 | Vests in three equal annual installments beginning Feb 15, 2023 |
| RSUs (unvested portion of 3,244) | 1,082 | Vests in three equal annual installments beginning Mar 3, 2022 |
| Total unvested RSUs | 26,879 | Sum of above (each RSU = 1 share) |
- Stock ownership guidelines apply to executive officers; company states all current executive officers satisfy the guidelines or are within the grace period .
- Hedging/pledging: prohibited by Insider Trading Policy; pre‑clearance and quarterly blackout periods apply to directors, Section 16 officers and senior leadership, moderating selling pressure around vesting events .
Employment Terms
- Severance framework: Company uses a Restrictive Covenant and Severance Policy for senior leadership (since 2020; CEO has a separate Executive Agreement). Terms emphasize no single‑trigger, with severance payable for qualifying terminations and double‑trigger vesting upon Change‑in‑Control (CIC). The proxy details structures for NEOs; it does not specifically disclose Mr. Tablin‑Wolf’s individual agreement .
- Equity treatment on CIC/termination (award agreements for executive officers):
- RSUs: 100% accelerated vesting if terminated without Cause or for Good Reason within two years following a CIC (double trigger) .
- PSUs (2023–2024 grants): if CIC during performance period, vest at greater of target or actual through CIC; vesting accelerates on qualifying termination within two years post‑CIC or if awards are not assumed/substituted .
- Clawbacks: SEC/NYSE-compliant clawback policy for executive officers; an additional company policy applies to Executive Committee members for restatements and certain policy violations (e.g., Code of Conduct) .
- No tax gross‑ups; say‑on‑pay oversight and independent Compensation Committee .
- Insider Trading Policy enforces blackouts, pre‑clearance and bans hedging/pledging .
Performance & Track Record
- Governance and disclosure leadership: Signs SEC filings and serves as Corporate Secretary and designated contact on SEC specialized disclosures (e.g., Form SD). Contact point for SEC staff correspondence alongside CFO, reflecting involvement in disclosure controls and non‑GAAP policy remediation .
- Strategic transactions: Named notice recipient and signatory context in Axalta’s merger agreement materials with AkzoNobel/“MergeCo,” indicating a primary role in transaction governance and execution .
- Company performance under current executive team: 2024 records in net sales ($5.3B), Adjusted EBITDA ($1.116B), and net income ($391M); ABP funded at 144.2% on financial metrics; 2024 Transformation Initiative savings and 2026 A Plan underpin strategy .
Risk Indicators & Red Flags
- Related party transactions: None requiring disclosure since the beginning of 2024; a formal related person transaction review policy is in place .
- Hedging/pledging: Prohibited for officers; quarterly blackout and pre‑clearance required, reducing alignment risks from hedging/pledging and managing trade timing .
- Severance/CIC features: Double trigger (no single trigger); no excise tax gross‑ups (benefits may be cut back to avoid 280G taxes), consistent with shareholder‑friendly governance .
- Say‑on‑pay: 98.65% approval in 2024, indicating strong shareholder support for the executive pay program .
Compensation Peer Group (Program Benchmarking)
Peer group used to calibrate executive pay includes U.S. chemicals and industrials companies (e.g., Celanese, PPG, Sherwin‑Williams, Huntsman, Albemarle). Pearl Meyer advises the Compensation Committee on design and competitiveness .
Equity Plan and Trading Policies (Selling Pressure/Retention)
- RSU/PSU vesting structures and double‑trigger protections enhance retention while aligning with shareholder value creation. Company policy bans hedging/pledging and enforces blackouts and pre‑clearance, moderating potential selling pressure from scheduled vestings .
Investment Implications
- Alignment: Meaningful unvested RSUs (26,879 units) plus prohibited hedging/pledging and stock ownership guidelines tie Mr. Tablin‑Wolf’s incentives to long‑term AXTA performance; trading restrictions reduce opportunistic selling risk .
- Retention/CIC risk: Double‑trigger equity vesting and severance structures typical of senior leadership support retention through strategic transactions (including the announced AkzoNobel/“MergeCo” deal), with no single‑trigger windfalls or tax gross‑ups .
- Execution/governance: Active role in SEC correspondence and major M&A documentation suggests strong governance/process leadership—a positive for disclosure quality and deal execution, reducing headline/regulatory risk .
- Company performance tailwinds: Record 2024 results and ABP over‑achievement underpin incentive program credibility; however, LTIP payouts remain performance‑contingent (e.g., 2022 PSU cycle at ~26% of target), signaling disciplined pay‑for‑performance .