Christopher Roberts III

About Christopher N. Roberts III

Independent director of PPG since 2023; age 62. Roberts is a senior operating executive with multi‑industry experience (consumer/industrial) and currently serves as Senior Vice President, Global Safety, Health & Environment (SH&E) at Ecolab (since September 2024), following prior leadership of Ecolab’s Global Food & Beverage business (2020–2024) . He is deemed independent by PPG’s Board (February 20, 2025 determination) and serves on the Audit and Sustainability & Innovation Committees; average Board/committee attendance in 2024 was 100% with no director under 75% .

Past Roles

External Roles

Board Governance

• Independence and service: Independent director; committees: Audit and Sustainability & Innovation .
• Committee meeting cadence (2024): Audit (5 meetings); Sustainability & Innovation (3 meetings) .
• Attendance: Average 2024 Board/committee attendance 100%; no incumbent director <75% (indicative of high engagement) .
• Overboarding/time commitments: PPG limits independent directors to ≤4 public boards; executives of public companies to ≤2 boards including PPG—Roberts appears in compliance (current public board count: one—PPG) .
• Executive sessions: Independent directors meet without management at each Board meeting .

Fixed Compensation (Non‑Employee Director, 2024)

• Program structure: Non‑employee directors receive $320,000 target value split $135,000 cash and $185,000 in time‑based RSUs (TBRSUs) that vest before the next annual meeting; number of RSUs based on grant‑date price . Additional chair retainers (if applicable): Lead Director $40k; Audit Chair $30k; Nominating & Governance Chair $25k; HCMC Chair $25k; Sustainability & Innovation Chair $20k .

Performance Compensation

Directors’ annual equity is time‑based, not performance‑conditioned; there are no director bonus metrics. PPG’s TBRSUs for directors vest on the day prior to the next annual meeting and carry dividend equivalents but no voting rights .

Other Directorships & Interlocks

• Current public boards: None beyond PPG (prior: Meredith Corporation, 2019–2021) .
• Comparator group context: Ecolab appears in PPG’s director/NEO compensation comparator group, but the HCMC Committee retains independent advisor FW Cook and annually assesses consultant independence (no conflicts found in 2024) .
• Related‑party transactions: PPG purchased approximately $1.0 million of products/services from Ecolab in 2024 while Roberts served as an Ecolab SVP; amounts were <1% of each company’s 2024 consolidated revenues, ordinary course, and deemed not material by the Nominating & Governance Committee .

Expertise & Qualifications

• Operational and commercial leadership across multinational industrial and consumer businesses; experience in marketing, customer relations, retail and branding .
• SH&E leadership provides practical oversight value for PPG’s Sustainability & Innovation Committee .
• Audit Committee service supported by senior P&L and operational experience; Board affirms committee financial literacy requirements and Audit Committee financial experts (committee overall) .

Equity Ownership

• Notes: Directors’ 2024 RSUs (1,368 for most directors) vest April 16, 2025 and are included as they vest within 60 days of the as‑of date; to the company’s knowledge, no shares in the table are pledged .
• Ownership guidelines: Non‑employee directors must hold stock equal to 5x the cash retainer; Roberts is within his five‑year compliance period (on track to meet) .
• Anti‑hedging/pledging: PPG prohibits officers/directors from short sales, hedging, margin/pledging; insider trading policy updated in 2024 .

Insider Trades (Form 4 Activity)

• Pattern: Regular director RSU grants at/around annual meeting; small periodic phantom stock unit accruals (dividend equivalents). No open‑market buys/sells observed in the period reviewed (2023–2025), supporting alignment via retainers/equity rather than trading activity (see SEC links above).

Related‑Party and Conflict Review

• Ecolab relationship: PPG’s 2024 purchases from Ecolab totaled ~$1.0 million; under policy, the Nominating & Governance Committee reviewed and deemed the transaction not material (under 1% of revenues for both parties; ordinary course). Roberts, as an interested director, would be recused from approval per policy .
• Independence: Despite the Ecolab relationship, the Board affirmed Roberts’ independence under NYSE rules and PPG categorical standards .

Governance Assessment

• Strengths:

  • Independent status with active committee roles (Audit; Sustainability & Innovation); robust committee meeting cadence and overall 100% average attendance for the Board/committees signal strong engagement .
  • Direct, current SH&E leadership experience at Ecolab is additive to PPG’s sustainability oversight and operational risk management .
  • Director pay structure skews to equity (time‑based RSUs), balancing cash/equity ($135k/$185k) and aligning with shareholder returns; clear ownership guidelines and compliance plan in place .
  • Overboarding limits and refreshed governance policies reduce risk of time‑commitment conflicts; he appears compliant .

• Watch items / potential red flags:

  • Related‑party exposure via Ecolab commercial ties (PPG purchases ~$1.0m in 2024). While quantitatively immaterial and Board‑reviewed, it warrants continued monitoring for scope changes; independence was reaffirmed in 2025 .
  • Ownership guideline status: Within five‑year ramp (not yet fully at 5x cash retainer), typical for newer directors; continue to track progress to guideline compliance .

• Overall: Governance profile is solid with relevant committee assignments and no attendance or compensation anomalies. The Ecolab linkage is currently low‑materiality and procedurally mitigated, but remains the primary area to monitor for conflict escalation .

Appendix: Board/Committee Snapshot

• Director since 2023; age 62; Independent .
• Committees: Audit; Sustainability & Innovation .
• 2024 meetings: Audit (5); Sustainability & Innovation (3) .
• Board attendance: Average 100%; none under 75% .
• 2024 Director pay: $135,000 cash; $185,090 RSUs; total $320,090 .
• Ownership (Feb 21, 2025): 1,468 common; 684 common stock equivalents; total 2,152; no pledging noted .
• Stock ownership guideline: 5x cash retainer; in 5‑year compliance window .