Catherine Smith
Director at PPG
Board
About Catherine R. Smith
Independent director since 2019; age 61. Currently Chief Financial Officer and Treasurer of Nordstrom, Inc. (since 2023), with prior CFO roles at Bright Health Group, Target, and Express Scripts; extensive finance leadership across large U.S. companies. Audit Committee Chair and member of the Nominating & Governance Committee; the Board determined her independence on February 20, 2025. Recognized as an “audit committee financial expert” and brings deep expertise in financial reporting, disclosure, risk management, and internal controls.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordstrom, Inc. | Chief Financial Officer and Treasurer | Since 2023 | Senior finance leadership for large retailer; disclosure, controls, risk management |
| Bright Health Group, Inc. | Chief Financial and Administrative Officer | Jan 2020–May 2023 | Led finance and admin across rapid-growth healthcare platform |
| Target Corporation | Executive Vice President & Chief Financial Officer | 2015–2019 | Oversaw finance for national retailer with significant international footprint |
| Express Scripts Holding Co. | Executive Vice President & Chief Financial Officer | Feb–Dec 2014 | Led finance for major pharmacy benefit manager |
| Walmart International; GameStop Corp.; Centex Corp. | Various lead financial officer positions | Not disclosed | Progressive finance leadership across multiple large enterprises |
External Roles
| Organization | Position | Tenure/Notes |
|---|---|---|
| Baxter International Inc. | Director | Current other public company directorship |
| Nordstrom, Inc. | CFO & Treasurer | Executive role since 2023 (not a director role) |
Board Governance
- Committee assignments: Audit Committee Chair; member of Nominating & Governance Committee. Audit Committee met 5 times in 2024; Nominating & Governance met 3 times in 2024. Board met 8 times; average attendance 100%, and no incumbent director attended less than 75% of meetings.
- Independence and expertise: Independent director; designated “audit committee financial expert”; all committee members are independent under NYSE and SEC standards.
- Audit Committee report: Conducted separate sessions with PwC and management; reviewed FY2024 audited financial statements and internal control over financial reporting; recommended inclusion in Form 10‑K; assessed auditor independence.
- Note on Sustainability & Innovation Committee: Proxy biography lists “Committees: Audit; Sustainability and Innovation,” but the Sustainability & Innovation Committee roster does not include Smith; current committee rosters show Smith on Audit (Chair) and Nominating & Governance.
Fixed Compensation (Director – 2024)
| Component | Amount (USD) |
|---|---|
| Annual cash retainer | $135,000 |
| Audit Committee Chair fee | $30,000 |
| Stock awards (RSUs grant-date fair value) | $185,090 |
| All other compensation (charitable match) | $0 |
| Total | $350,090 |
- Program features: 2024 annual chair retainers—Lead Director $40,000; Audit Chair $30,000; Nominating & Governance Chair $25,000; Human Capital Management & Compensation Chair $25,000; Sustainability & Innovation Chair $20,000. No meeting fees disclosed.
Performance Compensation
| Equity Award Feature | Details |
|---|---|
| Grant type | Time-based RSUs (TBRSUs) |
| Grant date | April 2024 |
| Shares granted | 1,368 RSUs |
| Grant-date fair value per RSU | $135.30 |
| Vesting | April 16, 2025 (time-based) |
| Performance metrics | None disclosed for director RSUs (time-based only) |
No director bonus, options, or performance‑conditioned equity awards are disclosed for Smith; director equity is time-based RSUs.
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Baxter International Inc. | Director | Current public company directorship |
No related-party transactions or interlocks with PPG counterparties are disclosed for Smith in the proxy; independence affirmed by the Board.
Expertise & Qualifications
- Significant experience leading complex finance organizations; deep knowledge in financial reporting, disclosure, accounting, risk management, and internal controls.
- Board-designated “audit committee financial expert”; financially literate under NYSE rules.
- Retail leadership experience with national and international footprint similar to PPG’s.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficially owned common stock | 7,657 shares |
| Common stock equivalents | 0 |
| Total beneficial ownership | 7,657 shares |
| RSUs outstanding (granted Apr 2024) | 1,368 unvested RSUs as of 12/31/2024; vest Apr 16, 2025 (included in beneficial holdings due to vesting within 60 days of Feb 21, 2025) |
| Shares pledged as collateral | None, to the Company’s knowledge |
Governance Assessment
- Board effectiveness: Smith’s CFO background plus audit chair role and “financial expert” designation strengthen financial oversight and audit quality; committee independence and executive sessions support robust governance.
- Independence & conflicts: Independence affirmed; no pledged shares; no related-party transactions disclosed—positive alignment and low conflict risk indicators.
- Engagement & attendance: Board met 8 times in 2024; average attendance 100%, with no director below 75%—no attendance concerns signaled.
- Compensation alignment: Director pay structured as cash retainer + chair fee + time-based RSUs; no performance-conditioned awards, consistent with market practice for directors; equity promotes alignment with shareholders without pay-for-performance metrics.
- Policy framework: PPG policies include proxy access, majority voting, policy against overboarding, and compensation recovery for executives—supportive of investor confidence.