Anne Foulkes
Senior Vice President and General Counsel at PPG
Executive
About Anne Foulkes
Senior Vice President and General Counsel at PPG and a 2024 Named Executive Officer, Anne Foulkes leads Legal, Communications, and Government Affairs, managing global litigation, compliance, environmental matters, and legal aspects of portfolio divestitures (silicas and U.S./Canada architectural coatings), securing favorable appellate IP outcomes and insurance recoveries . Company performance driving incentive outcomes in 2024: net sales from continuing operations $15.8B, adjusted EPS $7.87 (+6% YoY), operating cash flow $1.4B; organic sales -1%—producing NEO annual incentive payouts of 56–68% of target (Foulkes: 62%) and a 0% payout on 2022–2024 TSR shares (19th percentile vs S&P 500) .
Fixed Compensation
Summary Compensation (USD)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $576,667 | $600,833 | $663,333 |
| Stock Awards (PBRSUs + TSR) | $799,976 | $1,000,110 | $1,066,812 |
| Option Awards | $400,003 | $500,026 | $533,411 |
| Non-Equity Incentive Plan | $290,000 | $995,000 | $375,000 |
| Change in Pension Value | $(942,319) | $196,624 | $(25,768) |
| All Other Compensation | $122,206 | $70,802 | $142,100 |
| Total | $1,246,533 | $3,363,395 | $2,754,888 |
- 2024 base salary increased to $675,000 effective March 1, 2024; target annual bonus = 90% of salary .
2024 All Other Compensation (detail)
- Financial counseling: $14,035; Employee Savings Plan contributions: $30,709; Deferred Compensation Plan contributions: $92,008; TSR dividend equivalents: $5,348; total $142,100 .
Performance Compensation
2024 Annual Incentive Structure and Outcomes
| Component | Weight | Target | Actual | Payout of Metric |
|---|---|---|---|---|
| Adjusted EPS (Continuing Ops) | 50% | $7.72 | $7.86 | 103% |
| Adjusted Cash Flow from Ops | 20% | $2,298M | $1,469M | 0% |
| Organic Sales Growth | 30% | 1.7% | -1.2% | 0% |
| Company Component Result | — | — | — | 52% of target |
| Foulkes Total Annual Incentive Payout | — | — | — | 62% of target |
- Personal goals weight 20% for GC/CFO/CEO roles; overall NEO payouts reflected combined corporate and personal performance .
2024 Long-Term Incentive Grants (granted Feb 21, 2024)
| Instrument | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| Stock Options (exercise price $142.65) | 12,170 | $533,411 | Options vest on 3rd anniversary of grant; 10-year term; no repricing |
| PBRSUs (EPS growth and CFROC targets) | 3,962 | $533,444 | 3-year performance period; payout 0–200%; settled in shares; no dividend equivalents |
| TSR Shares (relative to S&P 500) | 3,739 | $533,368 | 3-year performance period; payout 0–200%; settled 50% shares/50% cash |
Long-Term Performance Outcomes (recent cycles)
- TSR shares (2012–2024 cycle relevant): 2022–2024 TSR payout = 0% (19th percentile rank vs S&P 500) .
- PBRSUs (2022–2024): total payout 120%; Foulkes awarded 3,328 shares upon vesting (Dec 2024) .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 21, 2025)
| Item | Amount |
|---|---|
| Common shares owned | 57,797 |
| Common stock equivalents (deferred) | 480 |
| Total beneficial + equivalents | 58,277 |
| Options exercisable within 60 days | 35,638 |
| Shares in Employee Savings Plan | 6,365 |
| Pledged shares | None known; company notes no pledges in table |
- Stock ownership guidelines for executive officers: 3× base salary; Foulkes has met her requirement (exceptions listed did not include Foulkes) .
- Hedging and pledging prohibited; officers cannot use margin accounts, short sales, derivatives; 10b5‑1 plans must include 90-day cooling-off and preclearance .
Unvested/Outstanding Equity at Year-End 2024
| Award | Performance Period | Unvested Units | Market/Payout Basis |
|---|---|---|---|
| PBRSUs | 2023–2025 | 4,054 | Market value basis disclosed in table |
| PBRSUs | 2024–2026 | 3,962 | Market value basis disclosed in table |
| TSR Shares | 2023–2025 | 1,908 | Market value basis disclosed in table |
| TSR Shares | 2024–2026 | 1,870 | Market value basis disclosed in table |
Employment Terms
Contracts, Severance, and Change-in-Control
- Employment contracts: PPG does not have employment contracts with its U.S.-based NEOs .
- Salaried Severance Plan (no change-in-control): NEOs other than CEO receive 1.5× base salary; for Foulkes an involuntary termination benefit of $1,012,500 plus $7,018 financial counseling; no equity acceleration; death triggers beneficiary non-qualified pension benefits estimated in aggregate $1,439,708 .
- Change-in-Control Agreements: double-trigger; protection period 3 years; payments include 3× base salary, 3× highest/target annual bonus (agreement version dependent), pro-rata bonus, defined contribution-related lump-sum (employer contributions PV), and continued benefits; no tax gross-ups; conditional excise tax cutback to maximize after-tax value .
- CiC termination value (illustrative, as of Dec 31, 2024): Foulkes total $5,805,369 composed of $2,025,000 base, $1,822,500 bonus, $51,666 health & welfare, $46,247 financial counseling, and $1,859,956 accelerated LTI .
- CiC agreement features: non-competition and confidentiality; agreements auto-extend annually unless notice; vesting acceleration requires termination or substantial diminution post-CiC .
Clawbacks and Governance
- Compensation Recovery Policy (NYSE-compliant): recoup incentive compensation upon material financial restatements for prior three fiscal years .
- Independent compensation oversight: FW Cook engaged; independence assessed; program designed to mitigate risk; no option repricing; limited perquisites .
Deferred Compensation and Pension
| Plan Item | Value |
|---|---|
| Deferred Compensation Plan balance (2024) | $375,243 |
| Executive contributions (2024) | $19,884 |
| Registrant contributions (2024) | $97,356 |
| Earnings (2024) | $41,727 |
| Retirement Plan F PV (as of 12/31/2024) | $800,354 |
| Non-Qualified Retirement Plan PV | $1,352,661 |
| Non-Qualified Pension estimated lump-sum PV | $2,618,975 |
Investment Implications
- Pay-for-performance alignment but TSR headwind: 2022–2024 TSR shares paid 0% (19th percentile), reducing realized LTI for NEOs despite adjusted EPS growth and margin improvement—signals disciplined equity program tied to multi-year value creation .
- 2024 annual incentives were restrained (Foulkes: 62% of target) as cash flow and organic sales targets were missed; incentives remain diversified across EPS, cash generation, and growth, limiting overemphasis on any single lever .
- Retention risk mitigants: robust CiC double-trigger with 3× salary/bonus, equity acceleration only upon termination post-CiC; stock ownership requirements met; hedging/pledging prohibitions—supporting alignment and reducing forced-sale pressure from margin accounts or pledges .
- Trading signals: predictable vesting schedules (options at 3 years; PBRSUs/TSR at 3 years) and absence of pledging reduce near-term sell pressure; watch PBRSU and TSR cycles (2023–2025, 2024–2026) for potential share settlements; TSR outcomes will hinge on relative performance vs S&P 500 .
- Governance strength: strong say-on-pay (96%), independent consultant, recoupment policy, severance cash cap policy (2.99× requires shareholder approval) and double-trigger equity—reducing red-flag risks (tax gross-ups, single-trigger vesting, option repricing) .