Jan A. Bertsch - Director | Axalta Coating Systems (AXTA) Executive Profile & Compensation

About Jan A. Bertsch

Independent director at Axalta since September 2022 (age 68), serving as Audit Committee Chair (since June 2024) and member of the Compensation Committee; the Board classifies her as independent and an “audit committee financial expert.” Former CFO of O‑I Glass and Sigma‑Aldrich, with prior finance/IT leadership roles at BorgWarner, Chrysler, Visteon, and Ford; holds a B.S. in Finance (Wayne State University) and an MBA (Eastern Michigan University). Tenure on Axalta’s Board is 2 years; independence affirmed by the Board .

Past Roles

Organization	Role	Tenure	Committees/Impact
O‑I Glass (Owens‑Illinois)	Senior Vice President & Chief Financial Officer	2015–2019	Led global finance and IT functions
Sigma‑Aldrich	Executive Vice President & Chief Financial Officer	2012–2015	Finance leadership prior to acquisition by Merck KGaA
BorgWarner	Treasurer; VP Controller & Principal Accounting Officer	Not disclosed	Increasing finance responsibilities
Chrysler	Corporate Treasurer; Chief Information Officer	Not disclosed	Finance and IT leadership
Visteon	Corporate Treasurer	Not disclosed	Treasury leadership
Ford Motor Company	Finance/Treasury roles	Not disclosed	Roles of increasing responsibility

External Roles

Organization	Role	Tenure	Committees/Impact
BWX Technologies (BWXT)	Independent Board Chair	Chair since 2022; Director since 2013	Former Chair of Audit & Finance; member of Compensation
Regal Rexnord (RRX)	Director	Since 2019	Audit Committee; previously Compensation & HR
Meritor (prior)	Director	2016–Aug 2022 (acquired by Cummins)	Chair of Audit; member of Governance & Nominating

Board Governance

Committee assignments: Audit (Chair) and Compensation; Audit Chair effective June 2024; designated “audit committee financial expert” by the Board .
Independence: All non‑employee director nominees are independent; independence affirmed per NYSE standards .
Meetings and attendance: Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings during their tenure; independent directors meet in executive session with chairs presiding .
Committee activity: Audit Committee met 7 times; Compensation Committee met 4 times in 2024 .
Outside commitments governance: Directors limited to ≤4 public boards and ≤3 audit committees; Nominating & Corporate Governance Committee annually reviews outside service/time commitments .

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$75,000	Paid quarterly in arrears
Annual equity retainer (RSUs)	$200,000	RSUs vest 100% on first anniversary of grant
Board Chair fee	$125,000	Non‑executive Board Chair
Audit Committee Chair fee	$20,000	Committee chairs receive additional annual fees
Compensation Committee Chair fee	$17,500	—

Director	Year	Fees Earned/Paid (Cash) ($)	Stock Awards ($)	Total ($)	RSUs Outstanding at FY‑end	Grant Date	Vesting
Jan A. Bertsch	2024	86,429	199,979	286,408	6,157	Feb 28, 2024	1‑year cliff

Non‑employee director program has no meeting fees; compensation reviewed annually with an independent consultant; no 2024 program changes .

Performance Compensation

Element	Structure	Metrics	Notes
Director RSUs	Time‑based	None (no performance metrics)	RSUs vest after 1 year; grant value fixed at $200,000
Equity plan safeguards	Double‑trigger vesting on change‑in‑control	Prohibits option repricing; dividends paid only post‑vesting	Minimum 12‑month vesting; pay design features disclosed

Other Directorships & Interlocks

Topic	Disclosure
Compensation Committee interlocks	None; no member was an officer/employee; no Item 404 related‑person relationships; no cross‑board interlocks with Axalta executives in 2024
Related‑party transactions	None >$120,000 since start of FY2024; Audit Committee reviews/approves per policy

Expertise & Qualifications

Financial oversight: Former CFO (O‑I, Sigma‑Aldrich); designated audit committee financial expert; extensive IT expertise and public company board experience .
Education: B.S. Finance (Wayne State), MBA (Eastern Michigan) .
Industry background: Significant automotive and industrial experience across BorgWarner, Chrysler, Visteon, and Ford .

Equity Ownership

Holder	Shares Beneficially Owned	Percent of Class	RSUs Outstanding at FY‑end	Company Shares Outstanding (as of Apr 10, 2025)
Jan A. Bertsch	15,242	<1%	6,157	218,560,711

Director stock ownership guideline: ≥5x annual cash retainer ($375,000) within 5 years; all directors are in compliance or within grace period .
Hedging/pledging: Prohibited for officers, directors, employees (margin accounts, pledging, hedging) per insider trading policy .

Governance Assessment

Board effectiveness: Bertsch chairs the Audit Committee, overseeing financial reporting, internal controls, and cybersecurity; Board designated her a financial expert, supporting investor confidence in risk oversight .
Independence and attendance: Independent status and ≥75% meeting attendance reinforce engagement and governance quality .
Pay alignment: Director pay mix balanced between cash retainer and time‑based RSUs; no meeting fees; use of independent consultant; equity plan features include double‑trigger vesting and anti‑repricing .
Shareholder signals: 2024 Say‑on‑Pay received 98.65% support, indicating broad investor approval of Axalta’s compensation practices and oversight environment .
Conflicts/red flags: No related‑party transactions disclosed; hedging/pledging barred; committee interlocks absent. Outside board service appears within Axalta’s limits and is reviewed annually by the Nominating & Corporate Governance Committee .
Potential watch item: Multiple significant external roles (BWXT Chair, RRX Director) require ongoing monitoring for time commitments, which Axalta reviews annually per guidelines .

Overall, Bertsch’s audit leadership, independence, and finance/IT background support board effectiveness at Axalta, with low conflict risk and strong alignment with governance best practices, including robust insider trading, clawback, and equity plan safeguards .