Mark Dixon

About Mark Dixon

Senior Vice President, Chief Procurement Officer & Operational Excellence at Axalta; appointed in January 2025 as part of internal Executive Committee promotions, reporting to the CEO . Axalta’s 2024 performance context: record net sales, net income, and Adjusted EBITDA as the company executed its “2026 A Plan,” emphasizing operational excellence and cost actions that are directly relevant to Dixon’s mandate .

Notes: Axalta also reduced variable costs by 7% YoY, invested $140M in growth/productivity capex, and delivered ~$20M run-rate savings from its 2024 Transformation Initiative .

Past Roles

Axalta’s 2025 proxy identifies Dixon’s appointment (SVP, CPO & Operational Excellence) but does not include additional biographical detail or prior roles for Dixon within the document set reviewed .

External Roles

No external directorships or outside roles for Dixon are disclosed in the 2025 proxy and related company filings reviewed .

Fixed Compensation

• Structure for executive officers: base salary plus annual performance-based bonus under a company-wide Annual Bonus Plan (ABP); in 2025 the ABP uses Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow as financial metrics, with an individual performance modifier; payouts range 0–200% of target .
• Significant at-risk pay orientation and no stock options currently granted; equity plan prohibits repricing and dividend payments before vesting .

Performance Compensation

• Long-term incentives for executive officers: 60% Performance Share Units (PSUs) and 40% time-vested RSUs (typical annual mix) .
• 2024 PSU design: 50% based on multi-year Adjusted EBITDA; 50% based on Relative TSR vs S&P 400 MidCap; payout 0–200%; negative absolute TSR caps payout at 100% .
• 2025 PSU update: financial half switches to 3-year cumulative Adjusted EPS (with Relative TSR half retained), maintaining separation from short-term metrics .
• RSUs generally vest in three equal annual installments on the first, second, and third anniversaries of the grant date (subject to continued employment) .

2024 ABP metric framework and outcomes (company-wide)

2024 PSU vesting schedule (as % of target)

Additional features

• Clawbacks: SEC/NYSE-compliant restatement-based recoupment; plus broader policy for Executive Committee members covering violations of company policies .
• No stock options currently granted; no option repricing; 12-month minimum vesting; double-trigger vesting provisions under change-in-control (CIC) .

Equity Ownership & Alignment

• Executive stock ownership guidelines: CEO 5x salary; Presidents and Senior Vice Presidents who report to CEO 2x salary. Until in compliance, must retain 50% of shares from option exercises and 75% of shares from RSU/PSU vesting (net of taxes) .
• Hedging/pledging prohibited; blackout periods enforced; trade pre-clearance required for Section 16 officers and Executive Committee members .

Employment Terms

• Severance framework: Axalta uses an Executive Agreement for the CEO and a Restrictive Covenant and Severance Policy (“Severance Policy”) for new senior leaders since 2020; SVPs are within the senior leadership group covered by the policy framework .
• Key features: no single-trigger CIC benefits; double-trigger equity vesting; equity treatment under CIC allows target-or-better performance conversion depending on metric and timing; plan administrator may cash-out, accelerate, or assume awards if a successor does not assume awards .
• Policy includes restrictive covenants (e.g., non-competition), as seen in separation agreements; duration/scope not universally disclosed .
• No tax gross-ups; program designed to mitigate excessive risk-taking .

Change-in-control equity provisions (summary)

• RSUs: 100% vesting if terminated without Cause or for Good Reason within two years following a CIC (double trigger) .
• 2023–2024 PSUs (financial metric): if CIC during period, vest at greater of target or actual-to-date; if after period, vest based on actual; subject to continued service or double-trigger protection .
• 2023–2024 PSUs (Relative TSR): if CIC during period, vest at greater of target or actual-to-date; vesting accelerated on qualifying termination post-CIC or if awards not assumed .

Performance & Track Record (context to Dixon’s mandate)

• 2024 operational progress: 7% variable cost reduction, ~$20M transformation run-rate savings, $140M capex toward growth/productivity/sustainability; record Adj. EBITDA margin of 21.2% .
• 2025 momentum: record Q3 Adjusted EBITDA ($294M) and 22.8% margin; mix-driven margin resilience amid softer Performance Coatings volumes; Mobility Coatings margins improved with price-mix and cost discipline .
• Strategic catalyst: Announced all-stock merger-of-equals with AkzoNobel with ~$600M identified run-rate synergies primarily from procurement, SG&A, footprint optimization, and supply chain—areas squarely aligned with Dixon’s CPO & Operational Excellence remit .

Governance, Risk Indicators & Shareholder Feedback

• Policies: hedging/pledging prohibited; robust blackout and pre-clearance trading controls .
• Clawbacks in place; no option repricing; double-trigger CIC vesting; no tax gross-ups .
• Related-party transactions: none reportable since beginning of FY 2024 .
• Say-on-Pay: 98.65% approval at 2024 AGM; investor outreach covered ~55% of shareholder base (no material compensation concerns raised) .

Compensation Peer Group (benchmarking context)

Investment Implications

• Alignment: As CPO & Operational Excellence, Dixon is positioned on the core value levers that drove Axalta’s 2024 margin expansion and are central to 2025 ABP metrics (Adjusted EBITDA, margin, FCF); ownership guidelines (2x salary for SVPs) and clawbacks/hedging bans reinforce alignment .
• Synergy execution optionality: The AkzoNobel transaction’s ~$600M synergy plan is concentrated in procurement, SG&A, footprint and supply chain; success materially hinges on operational excellence and sourcing—areas under Dixon’s scope—making his retention and execution a direct driver of medium-term value creation .
• Retention risk mitigants: Double-trigger CIC protection (no single-trigger), restrictive covenants, and at-risk/equity-heavy design reduce sudden departure risk and incentivize continuity through integration; absence of tax gross-ups and strong governance lower shareholder risk .
• Monitoring items: Individual compensation figures and insider trading activity for Dixon were not disclosed in the 2025 proxy (as he is not a named executive officer); monitor future Form 4 filings and the next proxy for ownership, vesting, and any special retention grants amid integration .