Patricia Morschel
Axalta Coating SystemsAbout Patricia Morschel
Patricia Morschel is Senior Vice President and Chief Marketing Officer at Axalta (appointed January 2025), after leading global Refinish Marketing and Commercial Operations; she began her career in 1995 as a chemist at DuPont Performance Coatings (Axalta’s predecessor) and advanced through technical and marketing leadership roles across Brazil and the U.S. . She holds a B.S. in Chemical Engineering (Universidade Federal do Rio Grande do Sul), an MBA (Wharton), and completed Kellogg’s CMO Program . Context for performance alignment: Axalta delivered record 2024 results (net sales $5.3B, net income $391M, Adjusted EBITDA $1.116B) and launched the “2026 A Plan,” with notable Refinish wins (2,800 net body shop wins) and innovation programs, which underpin incentive metric design and payout calibration . Governance note: In January 2025, Morschel was elevated to the Executive Committee as SVP, CMO, reinforcing succession depth disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DuPont Performance Coatings (predecessor to Axalta) | Chemist; technical assignments (Industrial Coatings) | 1995–2001 | Built technical foundation in coatings, enabling later commercial leadership |
| Axalta – Refinish (São Paulo, Brazil) | Product & Marketing Management | 2001–2007 | Led regional product/marketing; accelerated Refinish commercial capabilities in Brazil |
| Axalta – Refinish (Wilmington, DE) | Marketing Services Manager, North America Refinish | 2007–2016 | U.S. marketing operations and services leadership |
| Axalta – Refinish NA | Marketing Director & Commercial Ops Director | 2016–2020 | Scaled MSO and commercial execution in NA Refinish |
| Axalta – Refinish (Global) | VP, Marketing & Commercial Operations | 2020–2024 | Global go‑to‑market, pricing, and commercial ops; backdrop to 2024 Refinish wins |
| Axalta (Executive Committee) | SVP & Chief Marketing Officer | Jan 2025–Present | Establish marketing center of excellence; elevate marketing/communications |
Fixed Compensation
- Not individually disclosed (not a 2024 Named Executive Officer in the 2025 proxy). Company policy: base salary set by role scope and market; Compensation Committee oversees program for executive officers .
- For context (program benchmarking only): 2024 NEO base salary examples (CEO $1.1M; selected Presidents/SVPs ~$571K–$693K) illustrate pay scale at Axalta’s senior leadership tier (not Morschel-specific) .
Performance Compensation
Company program design applies to executive officers (and would govern CMO incentives):
- Annual Bonus Plan (ABP) metrics and weights: Adjusted EBIT (50%), Adjusted EBIT Margin (25%), Free Cash Flow (25%); one global ABP with individual performance modifier 0–200% .
- 2024 ABP Company results and payouts (context for metric rigor):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % of Weight | Notes |
|---|---|---|---|---|---|---|---|
| Adjusted EBIT ($mm) | 50% | 643 | 772 | 884 | 835 | 75.7% | Company-wide measure |
| Adjusted EBIT Margin (%) | 25% | 13.9% | 14.9% | 16.6% | 15.9% | 40.2% | Company-wide measure |
| Free Cash Flow ($mm) | 25% | 383 | 435 | 544 | 451 | 28.3% | Company-wide measure |
| Total Company ABP Payout | — | — | — | — | — | 144.2% | Before individual modifiers |
- Long-term incentives: 60% PSUs (three-year performance) and 40% RSUs (three-year ratable) for executive officers .
- 2024 PSU metrics: 50% Adjusted EBITDA (3-year) and 50% Relative TSR vs S&P 400 MidCap (3-year); vest 0–200% of target; negative absolute TSR caps at 100% .
- 2022–2024 PSU outcome (context): paid ~26% of target based on Adjusted EPS/ROIC and TSR at 50th percentile .
Equity Ownership & Alignment
| Policy/Design | Details | Source |
|---|---|---|
| Stock ownership guidelines | CEO 5x salary; Presidents & Senior Vice Presidents (direct reports to CEO) 2x salary; 5‑year compliance window; hold requirements (50% of option shares; 75% of RSU/PSU shares net of taxes) until met | |
| Hedging & pledging | Prohibited: no pledging, margin accounts, hedging, or short sales for officers, directors, employees | |
| Clawback policies | SEC/NYSE-compliant clawback for certain executive officers; broader policy for Executive Committee and select senior leaders (triggers include restatement and certain policy violations) | |
| RSU vesting | Annual RSUs vest in three substantially equal annual installments (service-based) | |
| PSU design | 3-year performance; 2024 grant split between 3‑yr Adjusted EBITDA and Relative TSR vs S&P 400 MidCap; 0–200% vesting; negative absolute TSR cap |
Beneficial ownership: The 2025 proxy lists beneficial ownership for directors and NEOs; Ms. Morschel’s individual holdings are not disclosed (not a 2024 NEO). Executive officers and directors as a group owned ~0.3% as of April 10, 2025 .
Employment Terms
Company-wide severance architecture (governs senior leadership; proxy notes use of a Restrictive Covenant and Severance Policy for new senior leaders since 2020, excluding CEO) :
- Double‑trigger change‑in‑control (CIC) equity treatment: RSUs accelerate 100% if terminated without Cause or resign for Good Reason within two years post‑CIC; PSUs settle at the greater of target or actual performance through CIC timing per award agreements, with continued service or double‑trigger acceleration rules thereafter .
- Severance economics (illustrative from NEO table; non‑CEO executives): termination without Cause shows severance consistent with ~1x base salary plus prior‑year bonus; following a CIC, ~2x base salary plus ~2x target bonus, plus benefits and equity vesting per plan; CEO multiples are higher (2x/3x base; 2x prior‑year bonus or 3x target bonus) .
- No single‑trigger payouts for CIC; Good Reason/Cause definitions align with standard market terms .
- Perquisites for NEOs and certain senior management: executive physicals, umbrella liability, supplemental LTD, global travel insurance, and limited personal use of company tickets (modest cost) .
Note: The proxy does not individually list Ms. Morschel’s severance agreement; however, the Restrictive Covenant and Severance Policy applies to new senior leadership except the CEO .
Performance & Company Context (for pay-for-performance alignment)
| Metric | 2023 | 2024 |
|---|---|---|
| Net sales ($B) | — | $5.3 |
| Net income ($M) | $269 | $391 |
| Adjusted EBITDA ($B) | $0.951 | $1.116 |
| Diluted EPS (GAAP) | $1.21 | $1.78 |
| Adjusted Diluted EPS | $1.68 | $2.35 |
Selected strategic/operational highlights:
- Refinish: 2,800 net body shop wins in 2024; advancing digital color/mixing solutions (Irus Mix, Irus Scan) .
- Innovation: NextJet digital paint solution; primerless consolidated coating system for auto paint shops .
- Capital allocation/strengthening: $700M repurchase authorization ($100M executed in 2024); net leverage reduced to 2.5x year‑end (company record) .
Say‑on‑Pay support (context for program credibility): 98.65% approval at 2024 AGM .
Related Developments Affecting Incentives/Retention
- Announced transaction: Axalta to be merged into AkzoNobel (Bermuda statutory merger), with Axalta as the surviving company and becoming a wholly owned subsidiary of AkzoNobel, subject to terms/conditions and Bermuda Companies Act procedures .
Implications: CIC provisions could become relevant (PSU settlement mechanics; double‑trigger vesting) and retention incentives for key executives (e.g., CMO) may be considered near closing .
Investment Implications
- Alignment: Strong architecture—double‑trigger CIC vesting, mandatory ownership (2x salary for SVPs), anti‑hedging/pledging, and clawbacks—supports long‑term alignment and mitigates hedging/pledging risk .
- Retention risk: 3‑year RSU/PSU structures and ownership hold‑backs create meaningful unvested equity; pending AkzoNobel transaction raises potential CIC and integration risk—watch for retention grants and any 8‑K 5.02 officer changes .
- Pay-for-performance rigor: 2024 ABP delivered 144% of target on strong EBIT/FCF performance; PSU payout history (2022–2024 at ~26%) evidences downside variability—positive for incentive integrity .
- Disclosure gaps: As a newly appointed SVP (Jan 2025), Ms. Morschel’s individual salary, target bonus %, equity grants, and holdings are not yet disclosed in the proxy; monitor upcoming filings (proxy/Forms 3–4–5) for ownership and potential trading signals .
Sources
- Axalta 2025 DEF 14A (April 22, 2025): governance, compensation program design, ABP results, LTI structure, ownership guidelines, clawbacks, severance/CIC mechanics, performance highlights .
- Axalta leadership bio: appointment, background, education .
- IBIS profile: role progression detail .
- LinkedIn Axalta post: Executive Committee appointment (Jan 2025) .
- Transaction context: 8‑K/425 materials referencing AkzoNobel merger terms/process .