Guillermo Novo
PPG INDUSTRIESAbout Guillermo Novo
Guillermo Novo (age 62) is an independent director of PPG since 2021 and serves as Chairman and Chief Executive Officer of Ashland Inc. His board expertise spans specialty chemicals, global operations, M&A, manufacturing, and corporate governance. At PPG, he serves on the Human Capital Management & Compensation Committee and chairs the Sustainability & Innovation Committee. The Board affirmed his independence on February 20, 2025.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ashland Inc. | Chairman & CEO | Dec 31, 2019–present | Director since May 2019 before becoming CEO |
| Versum Materials, Inc. | President & CEO; Director | 2016–2019 | Led spin-out from Air Products |
| Air Products and Chemicals, Inc. | EVP, Materials Technologies; SVP, Electronics & Performance Materials, Strategy & Tech | 2012–2016 | Led Versum spin-off |
| Dow Chemical Company | Group Vice President, Dow Coating Materials | 2009–2012 | Business leadership in coatings |
| Rohm and Haas Company | Various commercial/marketing/GM roles; VP and later corporate officer | 1986–2009 | Global roles across South America, U.S., Asia |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashland Inc. | Chairman & CEO; Director | 2019–present | Strategic raw material supplier perspective |
| Bemis Company, Inc. | Director | 2018–2019 | Bemis acquired by Amcor plc |
| Versum Materials, Inc. | Director | 2016–2019 | Board role through sale of Versum |
Board Governance
- Committees: Human Capital Management & Compensation (member) and Sustainability & Innovation (Chair). Committee meetings in 2024: Audit (5), Nominating & Governance (3), Human Capital Management & Compensation (4), Sustainability & Innovation (3).
- Board activity and attendance: Eight full Board meetings in 2024; average attendance was 100%, with no incumbent director below 75%; all directors attended the 2024 annual meeting.
- Independence and leadership: 10 of 11 directors are independent; independent Lead Director structure in place. Board reaffirmed Novo’s independence on Feb 20, 2025.
- Director time-commitment limits: Independent directors limited to four public company boards; executives to two (including PPG).
Fixed Compensation
2024 non-employee director program: $135,000 cash retainer + $185,000 equity (time-based RSUs), with chair retainers of $20,000 for Sustainability & Innovation, $25,000 for Human Capital & Compensation, $30,000 Audit, and $40,000 Lead Director. Novo’s 2024 recorded compensation shows cash $135,000, no chair fee, equity grant value $185,090, total $320,090; RSUs vested April 16, 2025 (1,368 TBRSUs at $135.30 grant-date value per unit).
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cash Retainer ($) | $135,000 | $135,000 | $135,000 | $135,000 |
| Committee Chair Fees ($) | $0 | $0 | $0 | $0 |
| Equity Grant Value ($) | $145,070 | $165,047 | $165,100 | $185,090 |
| TBRSUs Granted (shares) | 947 (vest 4/20/2022) | 1,232 (vest 4/19/2023) | 1,174 (vest 4/17/2024) | 1,368 (vest 4/16/2025) |
| Total ($) | $280,070 | $300,047 | $300,100 | $320,090 |
Notes:
- Program-wide chair retainers increased in 2024 (Lead Director $40k; Audit $30k; Nominating & Governance and Human Capital $25k; Sustainability & Innovation $20k).
- The compensation consultant FW Cook advises on director compensation; independence reviewed with no conflicts.
Performance Compensation
| Award Type | Performance Metrics | Vesting | Share Count |
|---|---|---|---|
| Time-Based RSUs (TBRSUs) | None (time-based only; no PSUs/options for directors) | April 16, 2025 | 1,368 |
Other Directorships & Interlocks
| Counterparty | Relationship to PPG | 2023 Activity | 2024 Activity | Committee View |
|---|---|---|---|---|
| Ashland Inc. (Novo is Chairman & CEO) | Supplier/customer | PPG purchases ~$18.8M; sales ~$0.2M | PPG purchases ~$19.1M | Amounts deemed immaterial (<1% of buyer/seller revenues), ordinary course; reviewed under Related Person Transaction policy |
- RED FLAG: Related-party exposure via Ashland. Although amounts were immaterial and in the ordinary course, Novo’s leadership at Ashland combined with PPG’s spend (~$19.1M in 2024) warrants ongoing monitoring for procurement independence and committee oversight.
Expertise & Qualifications
- Specialty chemicals/materials leadership over 35 years; strategic supplier perspective; deep experience in business strategy, chemicals M&A, global operations, manufacturing, and governance.
Equity Ownership
| Holder | Common Stock | Common Stock Equivalents | Total | Pledged |
|---|---|---|---|---|
| Guillermo Novo | 1,642 | 7,671 | 9,313 | None pledged |
- RSUs: Directors received 1,368 TBRSUs in April 2024 vesting April 16, 2025; included in beneficial ownership due to vesting within 60 days of Feb 21, 2025.
- Director stock ownership guidelines: 5× cash retainer; unvested TBRSUs and common stock equivalents count toward compliance. Novo has met/exceeded the guideline (Fortmann and Roberts are within their five-year compliance period; others have met or exceeded).
- Hedging/pledging prohibited: Directors/officers may not hedge or pledge PPG securities; policy updated in 2024.
Governance Assessment
- Board effectiveness: Strong attendance (100% average in 2024) and annual independent director sessions; robust committee oversight across audit, compensation, governance, and sustainability; Novo’s chairing of Sustainability & Innovation aligns with PPG’s sustainability strategy and oversight.
- Independence and conflicts: Novo affirmed independent; related-party transactions with Ashland reviewed under policy and deemed immaterial; continue monitoring for procurement independence and potential conflicts.
- Compensation alignment: Director pay mix balanced (cash + time-based equity); 2024 increases to chair retainers and equity grant value reflect market benchmarking via FW Cook. No performance-based director equity reduces risk of metric gaming; ownership guidelines align incentives.
- Shareholder sentiment: 2024 say-on-pay for executives approved at ~96%, indicating broad support for compensation governance practices.