Mary S. Zappone
Axalta Coating SystemsAbout Mary S. Zappone
Independent director at Axalta Coating Systems Ltd. (AXTA), age 60, appointed October 2023 (tenure ~1 year). She serves on the Audit Committee and the Nominating & Corporate Governance Committee and is designated an “audit committee financial expert.” Zappone is currently CEO of Sundyne LLC; Honeywell announced an agreement to acquire Sundyne on March 4, 2025. Education: B.S. Chemical Engineering (Johns Hopkins); MBA in Finance (Columbia Business School).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brace Industrial Group, Inc. | Chief Executive Officer | Not disclosed | Not disclosed |
| Service Champ, Inc. | President & Chief Executive Officer | Not disclosed | Not disclosed |
| RecoverCare LLC | President & Chief Executive Officer | Not disclosed | Not disclosed |
| Alcoa; Tyco International; General Electric; Exxon; McKinsey & Co. | Various leadership roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Sundyne LLC | Chief Executive Officer | Honeywell announced agreement to acquire Sundyne (Mar 4, 2025) |
| Avantax Inc. | Former Director | Prior public company board service |
Board Governance
- Committee assignments: Audit Committee member (7 meetings in 2024); Nominating & Corporate Governance Committee member (4 meetings in 2024). Joined Audit in Oct 2023 and Nominating in Jun 2024.
- Audit Committee financial expert; Board determined she has requisite accounting/financial expertise and independence for Audit.
- Independence: Board affirmed all non-employee directors (including Zappone) are independent under NYSE standards; only CEO is non-independent.
- Attendance: Board held 5 formal meetings in 2024; all directors attended ≥75% of Board/committee meetings during their tenure.
- Board service limits: AXTA guidelines cap at ≤4 public boards and ≤3 audit committees; Zappone currently serves on 0 other public company boards (matrix shows “0”).
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $75,000 |
| Board Chair fee | $0 (not applicable) |
| Committee Chair fees | $0 (not a chair) |
| Meeting/committee fees | $0 (none paid) |
| Total cash | $75,000 |
Performance Compensation
| Equity (2024) | Grant Date | Number of RSUs | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Feb 28, 2024 | 6,157 | $199,979 | 100% on first anniversary of grant |
Note: Non-employee director equity is time-based RSUs; no performance metrics apply to director RSU vesting.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Prior public company boards | Avantax Inc. (Director) |
| Interlocks/related-party transactions | AXTA disclosed no related-party transactions >$120,000 since FY2024 involving directors/officers (Item 404). |
Expertise & Qualifications
- Technical and operational leadership across chemicals, industrials, and energy markets; broad business experience in complex global organizations.
- Audit committee financial expertise affirmed by Board.
- Education: B.S. Chemical Engineering (Johns Hopkins); MBA in Finance (Columbia).
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (AXTA common shares, Apr 10, 2025) | 7,621 shares |
| Outstanding RSUs at 2024 year-end | 6,157 RSUs |
| Director stock ownership guideline | 5x annual cash retainer ($375,000) within 5 years; company states all current directors satisfy or are within grace period. |
| Hedging/pledging | Prohibited by Insider Trading Policy. |
Governance Assessment
- Strengths: Independent director with audit committee financial expert designation; active service on two key committees (Audit; Nominating & Corporate Governance); attendance at ≥75% of meetings; no other public boards (below AXTA limits). These support board effectiveness and reduce overboarding risk.
- Alignment: Standard director pay mix (cash + time-based RSUs) and robust stock ownership guidelines (5x retainer) promote long-term alignment; Zappone holds AXTA shares and RSUs.
- Conflicts: AXTA reported no related-person transactions requiring disclosure; Insider Trading Policy prohibits hedging/pledging, reducing alignment risks. Zappone’s CEO role at Sundyne (pending Honeywell acquisition) is disclosed; AXTA limits and annually reviews outside commitments. No specific AXTA–Sundyne transactions disclosed.
- Signals: Committee composition and charter updates (Nov 2024), regular executive sessions, and investor engagement indicate governance quality and responsiveness; high say-on-pay support in 2024 further reflects investor confidence in compensation oversight (for executives).