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    Chris Villavarayan

    Chief Executive Officer and President at Axalta Coating Systems Ltd
    Board
    Since January 1, 2023
    Age
    54 years
    Education
    Holds a Bachelor's degree in Civil Engineering from McMaster University and completed the Wharton Executive Education Advanced Finance Program at the University of Pennsylvania.
    Tenure
    Joined AXTA as Chief Executive Officer and President on January 1, 2023.

    Also at Axalta Coating Systems Ltd

    AT
    Alex Tablin-Wolf
    Senior Vice President, General Counsel & Corporate Secretary
    AT
    Amy Tufano
    Senior Vice President and Chief Human Resources Officer

    About

    Chris Villavarayan has built a solid foundation with an education in civil engineering and advanced finance, reflecting a commitment to both technical and strategic development.

    He enjoyed a 22-year career at Meritor, Inc., where he held several leadership roles including CEO and President, Executive Vice President and Chief Operating Officer, and Senior Vice President and President – Global Truck, positions that honed his expertise in global operations and strategic oversight.

    Since joining AXTA as Chief Executive Officer and President on January 1, 2023, he has driven key strategic initiatives and contributed to the company’s growth, while also leveraging his leadership experience through board roles and non-profit involvement.

    $AXTA Performance Under Chris Villavarayan

    Past Roles

    OrganizationRoleDate RangeDetails
    Meritor, Inc. CEO and President 2021 - October 2022 Led the company until acquisition by Cummins Inc in August 2022
    Meritor, Inc. Executive Vice President and Chief Operating Officer 2020 - 2021 Oversaw global operations
    Meritor, Inc. Senior Vice President and President – Global Truck 2018 - 2020 Led P&L across global truck business
    Meritor, Inc. President – Americas 2014 - 2018 Managed businesses across North and South America

    External Roles

    OrganizationRoleDate RangeDetails
    Franklin Electric Director on the Board N/AN/A
    Focus: HOPE Director on the Board N/ADetroit-based non-profit organization

    Fixed Compensation

    Data from  FY 2023
    Component NameAmountPayment ScheduleAdditional Details
    Base Salary$1,000,000 Annual salary as per offer letterSet pursuant to his appointment as CEO and President per his employment agreement
    Other Compensation$356,056 One-time/AnnualIncludes Individual Liability Insurance ($2,226 ), Individual Disability Insurance ($3,345 ), Employer Contribution to 401(k) ($23,100 ), and Relocation Assistance ($327,385 ) which covers a relocation bonus and associated reimbursements
    Severance & Termination Benefits (No Change-In-Control)$4,511,667 Contingent upon termination without Cause or resignation for Good ReasonBreakdown: Salary Severance ($2,000,000 ), Bonus Severance ($2,500,000 ), Other Severance ($11,667 ); excludes equity award vesting
    Severance & Termination Benefits (With Change-In-Control)$15,003,215 Contingent upon termination without Cause or resignation for Good Reason following Change-In-ControlBreakdown: Salary Severance ($3,000,000 ), Bonus Severance ($3,750,000 ), Other Severance ($35,000 ), and Equity Award Vesting ($8,218,215 )

    Performance Compensation

    Data from  FY 2023

    Annual Bonus Plan (Non-Equity Incentive Compensation)

    MetricWeightThresholdTargetMaximumActual AchievedPayout/WeightWeighted Contribution
    Adjusted EBIT40% $523M $615M $695M $664M 158% 63%
    Adjusted EBIT Margin20% 11% 11.7% 13.4% 12.8% 165% 33%
    Free Cash Flow20% $255M $300M $339M $447M 200% 40%
    Individual Performance20% N/AN/AN/A95% N/A19%

    Bonus Details:

    • Target Bonus Amount: $1,250,000
    • Total Weighted Bonus Payout Percentage: 155%
    • Actual Award: $1,940,000

    Long-Term Equity Incentive Awards (Stock Awards)

    Performance Stock Units (PSUs):

    • Grant Date: February 28, 2023
    • Threshold: 56,879 shares
    • Target: 113,758 shares
    • Maximum: 227,516 shares
    • Grant Date Fair Value: $4,137,947
    • Vesting: Subject to performance conditions over a three-year cycle (2023–2025); vesting determined by the Compensation Committee
    • Performance Metrics: Include measures such as adjusted EBIT, free cash flow, adjusted EBIT margin, adjusted EBITDA, relative total shareholder return, adjusted EPS, and return on invested capital, though specific numerical thresholds for 2023 are not disclosed

    Restricted Stock Units (RSUs):

    • Grant Date: February 28, 2023
    • Number of Shares: 75,839 shares
    • Grant Date Fair Value: $2,260,002
    • Vesting: Vest in three approximately equal annual installments on the anniversaries of the grant date, contingent on continued employment

    This section details the performance compensation components for 2023, covering both cash-based and share-based awards with relevant performance criteria, vesting conditions, and payout results.