Gary Heminger
Director at PPG
Board
About Gary R. Heminger
Gary R. Heminger, age 71, has served on PPG’s Board since 2017 and is a retired Chairman and Chief Executive Officer of Marathon Petroleum Corporation. He is independent (affirmed February 20, 2025) and currently chairs PPG’s Human Capital Management and Compensation Committee while also serving on the Nominating and Governance Committee, bringing more than 40 years of leadership in complex manufacturing, finance, and retail networks to PPG’s board oversight . In 2024, the Board met eight times with average attendance of 100%, and all directors attended the 2024 Annual Meeting of Shareholders, indicating strong engagement; committee meetings for Heminger’s committees totaled seven that year (Compensation: 4; Nominating & Governance: 3) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Corporation | Chairman and CEO; President & CEO | Chairman 2016–2020; CEO 2011–2020; President & CEO 2011–2020 | Led a large refining/transport/marketing and retail enterprise, bringing manufacturing and retail expertise relevant to PPG . |
| Marathon Oil Corporation | Executive Vice President – Downstream | 2001–2011 | Downstream leadership across complex operations and risk management . |
| Marathon Petroleum Company LLC | President | 2001–2011 | Operational leadership across business lines and capital allocation . |
| Marathon Ashland Petroleum | EVP Supply, Transportation & Marketing; SVP Business Development; VP Business Development | EVP Jan–Sep 2001; SVP 1999–2001; VP 1998–1999 | Commercial, supply chain, and M&A/business development experience . |
| MPLX GP LLC | Chairman & CEO | 2012–2020 | Midstream governance and finance oversight at Marathon’s MLP general partner . |
| Marathon Petroleum (career start) | Various positions | 1975–2020 | 40+ years in manufacturing/marketing organization . |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bancorp | Director | Current | Committee roles not disclosed in PPG’s proxy . |
Board Governance
- Committee assignments: Chair, Human Capital Management & Compensation Committee (4 meetings in 2024); Member, Nominating & Governance Committee (3 meetings in 2024) .
- Independence: Board affirmed Heminger is independent under NYSE standards on Feb 20, 2025 .
- Attendance: Board held 8 meetings in 2024; average attendance 100%, and no incumbent director attended less than 75%; all directors attended the 2024 Annual Meeting .
- Lead Director: Michael W. Lamach serves as Independent Lead Director with robust responsibilities (agenda approval, shareholder engagement, executive sessions) .
- Risk oversight: Audit Committee oversees ERM/cyber; Compensation oversees HCM and pay risk; Sustainability Committee oversees EHS/sustainability; Heminger’s committees cover human capital strategy and governance framework .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $135,000 |
| Committee chair fees (HCM&C) | $25,000 |
| Stock awards (TBRSUs) | $185,090 |
| All other compensation (Foundation matching gifts) | $10,000 |
| Total | $355,090 |
- Director retainer structure (additional cash 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 .
- Annual director pay mix policy: $320,000 target value split $135,000 cash and $185,000 equity (TBRSUs); TBRSUs vest the day prior to the next Annual Meeting .
Performance Compensation
| Equity Award (2024 grant) | Shares Granted | Grant Date Fair Value per RSU | Total Fair Value | Vesting Date |
|---|---|---|---|---|
| Time-Based RSUs (TBRSUs) | 1,368 | $135.30 | $185,090 | April 16, 2025 |
- Director equity is time-based RSUs only; no director options or performance-conditioned equity grants are disclosed for non-employee directors .
Other Directorships & Interlocks
| Entity | Relationship | Transaction/Interlock | Materiality/Comment |
|---|---|---|---|
| Fifth Third Bancorp | Current directorship | Board service only | No related-party transactions disclosed with Heminger; reported related-party transactions involved other directors (Ashland, Linde, Ecolab), each <1% of revenues and deemed immaterial . |
Expertise & Qualifications
- Leadership and financial expertise from decades running a large manufacturing, logistics, and retail network, relevant to PPG’s complex operations and portfolio strategy .
- Marketing and retail experience overseeing Marathon’s former gasoline retail and convenience network (consumer channel insights for PPG’s brands) .
- Governance experience across public companies and MLP structures, strengthening committee leadership at PPG .
Equity Ownership
| Ownership Type (as of Feb 21, 2025) | Shares |
|---|---|
| Common stock beneficially owned | 1,868 |
| Common stock equivalents (deferred) | 9,138 |
| Total beneficial ownership | 11,006 |
- Pledging: To the Company’s knowledge, none of the shares in the table are pledged (directors/officers prohibited from pledging) .
- Director ownership guideline: Required to own shares equal to 5× the cash portion of annual retainer; all non-employee directors except Fortmann and Roberts have met or exceeded the requirement (those two within compliance grace period) .
Governance Assessment
- Strengths: Independent director with deep manufacturing and capital allocation experience; chairs the compensation committee overseeing pay-for-performance and human capital strategy; strong board engagement and committee activity; high shareholder support for say-on-pay (96% approval at 2024; 2025 advisory vote passed with 169,801,948 votes for) signaling investor confidence in oversight .
- Incentives alignment: Director pay mix balanced (cash + TBRSUs), stock ownership requirements enforced, and hedging/pledging banned; FW Cook serves as an independent compensation consultant with no conflicts identified in 2024 .
- Conflicts: No Heminger-related party transactions disclosed; committee oversight processes require review/approval of any related person transactions and exclude conflicted directors from deliberations .
- Risk indicators: Strong governance policies recently refreshed (special meeting rights; compensation recovery policy; severance limits under Executive Officer Cash Severance Policy), robust ERM and cybersecurity oversight; no red flags on say-on-pay or pledging/hedging .
- Transition watch item: Mandatory retirement age is 72; with Heminger at 71, the board’s refreshment policy may drive near-term succession at committee leadership levels, which investors should monitor for continuity in compensation oversight .
Overall signal: Heminger’s committee leadership, independence, and alignment policies support board effectiveness and investor confidence, with no material conflicts disclosed and strong shareholder validation of compensation governance .