Deborah J. Kissire
Axalta Coating SystemsAbout Deborah J. Kissire
Deborah J. Kissire, 67, is an independent director of Axalta (AXTA) with eight years of board service since December 2016. A former Vice Chair and Regional Managing Partner at Ernst & Young LLP (EY), she brings deep finance, audit, governance, M&A integration, and human capital expertise; she holds a Bachelor’s degree in Accounting from Texas State University . She serves on Axalta’s Compensation Committee and chairs the Nominating & Corporate Governance Committee, and is affirmed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Vice Chair; Regional Managing Partner; U.S. Vice Chair of Sales & Business Development; Americas Executive Board and Global Practice Group member | Not disclosed | Led new business/practice launches; acquisitions and integrations; financial reporting, audit and U.S. tax expertise; governance and human capital leadership |
External Roles
| Organization | Role | Committees/Impact | Notes |
|---|---|---|---|
| Cable One, Inc. (NYSE: CABO) | Director | Not disclosed | Current public company board |
| Celanese Corporation (NYSE: CE) | Director | Not disclosed | Current public company board |
| Omnicom Group Inc. (NYSE: OMC) | Director | Not disclosed | Current public company board |
| External board count | 3 | — | As summarized in Axalta’s director matrix |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee Chair (appointed chair in Dec 2016) .
- Nominating & Corporate Governance remit: director recruitment, committee structure, governance documents and charters, board/committee succession planning, annual board evaluations, and annual review of directors’ outside commitments .
- Independence: Board affirmed independence of all non‑employee directors (including Kissire) under NYSE standards; CEO is the only non‑independent director .
- Attendance: Board held 5 formal meetings in 2024; all directors attended at least 75% of Board and committee meetings during their tenure; independent directors hold regular executive sessions .
- Committee workloads relevant to Kissire (2024 meeting count): Nominating & Corporate Governance (4); Compensation (4) .
- Board service limits: directors may serve on ≤4 public company boards and ≤3 audit committees; age limit 75 without Board request—Kissire is within limits (age 67; 3 external boards) .
Fixed Compensation
| Component | 2024 Amount | Vesting/Payment Terms | Source |
|---|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly in arrears | |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | Paid quarterly in arrears | |
| Total cash fees earned (2024) | $90,000 | — | |
| Annual equity retainer (RSUs) | $200,000 grant-date fair value | 100% vesting on first anniversary | |
| Stock awards value (2024) | $199,979 | Granted Feb 28, 2024 | |
| Total 2024 director compensation | $289,979 | — |
Performance Compensation
Non‑employee directors do not receive performance‑based bonuses or options; director equity is time‑based RSUs vesting 100% after one year. 2024 grant date was February 28, 2024; Kissire had 6,157 RSUs outstanding at FY‑end .
| Metric | Structure / Target | Actuals (2024) | Vesting |
|---|---|---|---|
| Annual equity award type | RSUs (time‑based) | Grant-date $199,979 | 100% on first anniversary |
| Grant date | Feb 28, 2024 | — | — |
| RSUs outstanding at FY‑end | 6,157 | — | As above |
Other Directorships & Interlocks
- Current public boards: Cable One (CABO), Celanese (CE), Omnicom Group (OMC) .
- Interlocks/conflicts: Axalta reports no related‑party transactions >$120,000 since the beginning of fiscal 2024 involving directors or immediate family members; Audit Committee reviews and must approve any related‑party transactions under policy .
- Board count policy compliance: ≤4 boards; Kissire holds three external directorships .
Expertise & Qualifications
- Financial oversight of public companies; audit process; U.S. taxation; governance; M&A and integration; human capital management .
- Proven experience launching practice areas and leading complex consolidations .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 54,841 | As of April 10, 2025; <1% of class per proxy |
| Shares outstanding (AXTA) | 218,560,711 | As of April 10, 2025 |
| RSUs outstanding (director program) | 6,157 | As of FY 2024 year‑end |
| Director stock ownership guideline | 5× annual cash retainer ($375,000 at current retainer) | All directors comply or are within grace period |
| Hedging/pledging | Prohibited (pledging, margin, hedging, short sales) | Insider Trading Policy; quarterly blackout; pre‑clearance required |
Governance Assessment
- Strengths: Long‑tenured, financially sophisticated director with audit and tax background; chairs Nominating & Corporate Governance with oversight of board refresh, evaluation, succession, and governance documents—key to board effectiveness . Independent status, regular executive sessions, and strong attendance support engagement and oversight quality .
- Alignment: Director pay mix emphasizes equity (time‑based RSUs) alongside modest cash retainers; stock ownership guidelines with compliance enhance alignment; hedging/pledging prohibitions reduce misalignment risk .
- Conflicts/Red flags: No related‑party transactions disclosed involving Kissire; no compensation committee interlocks with reciprocal executive ties; service within board‑count limits .
- Broader signals: 2024 Say‑on‑Pay support of 98.65% indicates constructive shareholder sentiment toward Axalta’s pay practices and governance oversight .
- Overall: Governance profile suggests strong board effectiveness and low conflict risk; her committee leadership and finance/audit expertise are additive to investor confidence in oversight of governance and executive pay .