Henrik Bergström
About Henrik Bergström
K. Henrik Bergström is Senior Vice President, Architectural Coatings for Latin America, EMEA and Asia Pacific at PPG. His compensatory arrangement was established in 2022 and he remains within the five-year ownership guideline compliance period, indicating a relatively recent appointment to the NEO group . Company performance under his tenure included adjusted EPS growth to $7.87 (+6% YoY), adjusted EBITDA margin of 18.1% (+100 bps YoY), and organic sales -1% in 2024; PPG’s 3-year TSR vs the S&P 500 ranked at the 19th percentile (no TSR payouts) . For Bergström’s businesses specifically, Architectural Coatings EMEA organic sales decreased low single-digit; Latin America and Asia Pacific were flat, with Mexico growing; he led initiatives to increase sustainable product sales and digital adoption .
Past Roles
Not disclosed in reviewed filings for Bergström (latest DEF 14A and relevant 8-K) .
External Roles
Not disclosed in reviewed filings for Bergström (latest DEF 14A and relevant 8-K) .
Fixed Compensation
2024 base salary was denominated in CHF and converted to USD in the proxy; target annual incentive was 70% of base, with actual payout at 56% of target.
| Item | 2024 Value | Notes |
|---|---|---|
| Base Salary (Jan 1, 2024) | $566,115 | Converted from CHF at 12/31/24 rate |
| Base Salary (Mar 1, 2024) | $579,848 | Post increase effective Mar 1 |
| Target Bonus % of Salary | 70% | NEO-specific target |
| Actual Annual Incentive Payout % | 56% of target | Weighted company, business, personal |
| Non-Equity Incentive Paid (USD) | $244,655 | “Non-Equity Incentive Plan Compensation” (2024) |
Key perquisites (2024): expatriate-related benefits totaling $251,005, including housing ($99,184), education ($97,470), automotive ($11,204), tax prep ($1,102), correction to 2023 bonus ($38,572), language training ($3,473) (amounts paid in CHF and converted to USD at 12/31/24) .
Performance Compensation
Company and executive-specific metrics drove Bergström’s payout; business-unit component paid at 40% of target; overall annual incentive at 56% of target.
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EPS (Continuing Ops) | 50% | $7.72 | $7.86 | 103% of target |
| Adjusted Cash Flow from Ops | 20% | $2,298mm | $1,469mm | 0% of target |
| Organic Sales Growth | 30% | 1.7% | -1.2% | 0% of target |
| Business Performance (AC EMEA/LatAm/APAC) | 50% (executive-specific) | Not disclosed | Assessed by EBIT/working capital/organic growth | 40% of target |
| Personal Performance | 20% (executive-specific) | Not disclosed | Not disclosed | Included in overall 56% |
| Overall Annual Incentive | — | — | — | 56% of target |
Long-term TSR awards for the 2022–2024 cycle paid 0% company-wide (19th percentile vs S&P 500), while PBRSUs for 2022–2024 paid 120% (EPS growth and CFROC targets) .
Equity Awards and Vesting
Bergström receives three equity vehicles split ~1/3 each: stock options, PBRSUs (EPS growth and CFROC), and TSR shares (relative to S&P 500). Options vest on the third anniversary; PBRSUs/TSR have 3-year performance periods.
| Award Type | Grant Date | Quantity | Grant Date FV (USD) | Vesting/Performance |
|---|---|---|---|---|
| Stock Options | Feb 21, 2024 | 6,846 | $300,060 | Vest Feb 21, 2027; exercise price $142.65 |
| PBRSUs | Feb 21, 2024 | 2,229 | $300,113 | 2024–2026; payout 0–200%; settled in shares in Feb after period |
| TSR Shares | Feb 21, 2024 | 2,104 | $300,136 | 2024–2026; payout 0–200%; settled 50% shares/50% cash |
| Special TBRSU (Omnibus Plan) | 2022 | $400,000 grant | — | $200k vests in 2024; $200k vests in 2025 |
2024 vesting events: 2,398 RSU shares vested for Bergström with $313,075 realized value (includes PBRSU payout from the 2022 grant cycle) .
Outstanding/unvested at 12/31/24 (proxy estimates): PBRSUs 2023–2025: 1,655; PBRSUs 2024–2026: 2,229; TSR 2023–2025: 828; TSR 2024–2026: 1,052; plus multiple unexercised option tranches (see option schedule) .
Vesting acceleration (double-trigger): Unvested equity accelerates only upon change in control followed by qualifying termination or substantial diminution of duties; option repricing prohibited .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (Feb 21, 2025) | 31,316 shares | Includes shares and options exercisable within 60 days |
| Options Exercisable within 60 Days | 20,230 | Included in beneficial ownership per SEC rules |
| Pledged Shares | None | Company states none of listed shares are pledged |
| Ownership Guidelines | 3x base salary | Within 5-year compliance period |
| Hedging/Pledging Policy | Prohibited for officers | No 10b5-1 plan details disclosed |
Stock ownership guidelines enforce added equity receipt/holding for executives not yet compliant (e.g., paying 20% of annual incentive in stock and mandatory holds on vested PBRSU/TSR until compliant) .
Employment Terms
| Provision | Terms |
|---|---|
| 2022 Compensatory Arrangement | Base salary 550,000 CHF; target bonus 65% of salary; LTI target $650,000; special TBRSU grant $400,000 (vest $200k in 2024, $200k in 2025); relocation premium (1-month salary), housing, healthcare, children’s education, leased car, tax assistance |
| Severance (Salaried Severance Plan) | 1.5x base salary for other executive officers; for Bergström, involuntary termination severance shown as $1,860,148 at 12/31/24 |
| Change-in-Control Agreement | Not in place for Bergström (CIC agreements exist for other NEOs) |
| CIC Benefits (if qualifying termination) | Lump-sum payment $1,860,148; accelerated vesting of LTI $1,276,307; total illustrated $3,136,455 (based on 12/31/24 valuations) |
| Clawback | Compensation recovery policy (NYSE-compliant) for restatements (3-year look-back) |
| Non-compete/Non-disclosure | Equity grants conditioned on non-compete and non-disclosure restrictions |
| Severance Cap Policy | Shareholder ratification required for new cash severance >2.99x salary+target bonus |
Compensation Structure Analysis
- High at-risk mix: Bergström’s 2024 total direct comp included $600,248 stock awards and $300,060 options alongside cash pay; target annual incentive at 70% of salary; payout reduced to 56% given underperformance on cash flow and organic sales .
- Long-term incentives balanced: Equal split across options (price appreciation), PBRSUs (EPS growth/CFROC), and TSR shares (relative TSR), with three-year cycles and double-trigger CIC vesting—aligns pay with performance; however, company’s 3-year TSR underperformed (0% TSR payout) .
- Governance protections: NYSE-compliant clawback, strict insider trading prohibitions (hedging/pledging), ownership requirements, and severance cap policy mitigate shareholder risk .
Performance & Track Record
- Business execution: Architectural Coatings EMEA organic sales decreased low single-digit; Latin America/APAC flat; Mexico grew; initiatives advanced sustainable products and digital tools—Committee assessed his performance as effective and business component paid at 40% of target .
- Company outcomes (context): Adjusted EPS $7.87 (+6% YoY); adjusted EBITDA margin 18.1% (+100 bps); organic sales -1%; cash flow from ops $1.4B; 3-year TSR 19th percentile, zero TSR payout; PBRSU cycle paid 120% .
Say-on-Pay & Peer Group
- Say-on-Pay: 96% approval in 2024; Board retained pay-for-performance design emphasizing short- and long-term incentives .
- Comparator Group: Includes Sherwin-Williams, 3M, Dow, DuPont, Honeywell, Linde, etc., used for market-median targeting and program design .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited; none of Bergström’s shares are pledged .
- Severance discipline: Executive Officer Cash Severance Policy caps cash severance absent shareholder approval; Bergström lacks a CIC agreement (less entrenchment risk) .
- Equity repricing: Prohibited; double-trigger vesting on CIC reduces windfall risk .
Note: Attempted to fetch Form 4 insider transactions for Bergström to assess recent selling patterns, but the insider-trades API returned 401 Unauthorized; analysis relies on proxy disclosures for ownership and vesting events [ReadFile insider-trades SKILL.md] (tool use error noted; no Form 4 data retrieved).
Investment Implications
- Alignment improving but TSR underperformance weighs: Strong EPS/EBITDA margin progress aligns with PBRSU metrics (120% payout), but weak relative TSR (0% payout) tempers long-term value signals—suggesting pay outcomes are sensitive to shareholder returns .
- Retention risk moderate: No CIC agreement, strict hedging/pledging prohibitions, ownership requirements, and a severance cap suggest limited governance risk; expatriate benefits and significant unvested LTI (2024–2026 cycles) create retention hooks and potential future vesting supply .
- Near-term supply: RSU vesting (e.g., special 2022 TBRSUs in 2025) and ongoing PBRSU/TSR cycles could create technical supply, though 10b5-1 restrictions apply and TSR payouts depend on relative performance .