William M. Cook

About William M. Cook

William M. Cook (age 71) is an independent director of Axalta Coating Systems Ltd. (AXTA), serving since May 2019. He chairs the Compensation Committee and is a member of the Audit Committee, with the Board designating him an “audit committee financial expert.” Cook is the former Executive Chairman, President, Chief Executive Officer, and Chief Financial Officer of Donaldson Company, Inc., and began his career as a financial analyst at Ford. He holds both a bachelor’s degree in business management and an MBA from Virginia Tech.

Past Roles

External Roles

Board Governance

• Committees: Compensation (Chair) and Audit (member); Audit Committee met 7 times; Compensation Committee met 4 times in 2024. The Board determined Cook is an “audit committee financial expert,” with requisite accounting/financial expertise and independence under NYSE and SEC rules.
• Independence: All non-employee directors (including Cook) are independent under NYSE standards.
• Attendance and engagement: In 2024, the Board held 5 formal meetings; all directors attended at least 75% of Board/committee meetings during their tenure. Independent directors meet regularly in executive session absent management.
• Election support: At the June 4, 2025 AGM, Cook received 190,286,905 votes “for” and 1,167,556 “withheld,” with 10,051,959 broker non-votes.

Fixed Compensation

• Non-employee director program: Annual cash retainer $75,000; Compensation Committee Chair fee $17,500; Audit Committee Chair fee $20,000 (not applicable to Cook); Board Chair fee $125,000 (not applicable); no meeting/committee fees; equity retainer $200,000 in RSUs (100% vest on first anniversary); cash paid quarterly in arrears. No changes in 2024.

Director fees and equity (two-year view):

Program features:

• Stock ownership guidelines: 5× annual cash retainer ($375,000) within five years; all directors comply or are within grace period.
• No hedging/pledging/short sales permitted per insider trading policy.
• Equity plan prohibits option repricing and pays dividends only on vested awards; minimum 12‑month vesting; double-trigger vesting on change-in-control for long-term awards.

Performance Compensation

• Directors do not receive performance-based cash incentives; equity compensation is time-based RSUs.
• RSU activity and outstanding units:
  • 2024 grants for non-employee directors were made on February 28, 2024; Cook’s RSUs outstanding at year-end 2024: 6,157.

Other Directorships & Interlocks

• Committee interlocks: None disclosed for Compensation Committee members (including Cook) in 2024; no insider participation.

Expertise & Qualifications

• Financial and organizational leadership across international industrial businesses; extensive public company board experience; coatings industry board experience (Valspar).
• Audit Committee financial expert designation reflects accounting/finance sophistication.

Equity Ownership

Alignment and restrictions:

• Stock ownership guidelines for directors: 5× cash retainer; all directors comply or are within grace period.
• Hedging/pledging/margin accounts prohibited.

Governance Assessment

• Strengths:
  • Independent director; Compensation Chair and Audit member with “audit committee financial expert” designation.
  • Strong shareholder support (2025 re-election votes noted above); Say-on-Pay support high (see below).
  • Clear ownership alignment via RSU grants and stock ownership guidelines; robust insider trading prohibitions.
  • No related-party transactions involving directors since FY 2024; policy and Audit Committee oversight in place.
• Potential watch items:
  • Board service limits exist (≤4 public boards, ≤3 audit committees); ongoing review by Nominating & Corporate Governance Committee; Cook appears within limits based on disclosed board count.
  • Age policy (no re-nomination after 75 absent Board request) implies eventual refresh planning.

Say‑on‑Pay & Shareholder Feedback

• 2024 AGM (vote on 2023 NEO compensation): 199,495,080 for; 2,739,459 against; 328,744 abstentions; 4,460,808 broker non-votes.
• 2025 AGM (vote on 2024 NEO compensation): 189,602,022 for; 1,689,413 against; 163,026 abstentions; 10,051,959 broker non-votes.
• Prior proxy noted 98.65% approval at 2024 AGM for Say-on-Pay.
• Investor engagement: Management/Board engaged holders representing ~55% of shares between Mar 2024–Mar 2025; no material governance/compensation issues raised.

Compensation Committee Analysis (structure and practices under Cook’s chairmanship)

• Independent Compensation Committee; use of independent consultant (Pearl Meyer) with independence affirmed (no conflicts; no equity ownership).
• Program principles include pay-for-performance for executives, stock ownership policies, clawback policies (SEC/NYSE compliant), double-trigger vesting, and risk mitigation (no tax gross-ups, no hedging/pledging, no option repricing).
• 2025 program changes: ABP shifted to Adjusted EBITDA and Adjusted EBITDA margin (plus FCF) for short-term plan; PSUs changed to include Adjusted EPS (3-year cumulative) alongside relative TSR for long-term plan, enhancing alignment with externally reported metrics.

Related Party Transactions (conflicts check)

• None >$120,000 involving directors/executives/5% holders since the beginning of FY 2024; robust related party policy with Audit Committee review.
• Prior proxy similarly disclosed none since FY 2023.

Overall signal: Cook’s committee leadership, financial expertise, high shareholder support, and absence of conflict disclosures contribute positively to governance quality and investor confidence. Ongoing adherence to ownership guidelines and prohibitions on hedging/pledging strengthen alignment.