Joseph Gette
Senior Vice President, General Counsel and Secretary (effective Jan 1, 2026) at PPG
Executive
About Joseph Gette
Joseph R. Gette, 53, serves as Vice President, Deputy General Counsel and Secretary and has been appointed to become Senior Vice President, General Counsel and Secretary effective Jan. 1, 2026; he will join PPG’s operating and executive committees and report to Chairman and CEO Tim Knavish . He joined PPG in 2005 as assistant counsel and has held roles of increasing responsibility, including assistant general counsel for M&A and securities (2018) and vice president, deputy general counsel and secretary (2022) . Gette earned a bachelor’s degree from Allegheny College and a law degree from Vanderbilt University; prior to PPG, he practiced at K&L Gates in Pittsburgh . Company performance context for incentive alignment: net sales from continuing operations were $15.8B in 2024, adjusted EPS was $7.87, operating cash flow was $1.4B, adjusted EBITDA margin was 18.1%, and 3‑year TSR ranked at the 19th percentile vs. the S&P 500, resulting in no TSR share payout for the 2022–2024 cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PPG Industries | Assistant Counsel | 2005–2018 | Supported several business units and regional operations; served as lead transactional lawyer on acquisitions and divestitures . |
| PPG Industries | Assistant General Counsel, M&A and Securities | 2018–2022 | Led legal support for corporate development (global M&A/divestitures) and securities matters . |
| PPG Industries | Vice President, Deputy General Counsel and Secretary | 2022–2025 | Corporate secretary; oversight for securities and commercial legal activities for U.S. and Latin America (North and South regions) . |
| PPG Industries | Senior Vice President, General Counsel and Secretary | Effective Jan. 1, 2026 | Will join operating and executive committees; liaison to Board; succession to Anne M. Foulkes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| K&L Gates (Pittsburgh) | Attorney | Pre‑2005 | Litigation and corporate legal experience prior to joining PPG . |
Fixed Compensation
- Structure: PPG sets base salary and annual incentive targets annually to maintain parity with market medians for comparable roles; decisions are made by the independent Human Capital Management & Compensation Committee using peer data and surveys .
- Stock Ownership: Executive officers must hold PPG stock equal to 3× base salary (CEO 6×); ownership counts personally held shares, savings/deferred plan shares, and unvested time‑based RSUs (not options or unvested performance shares); five‑year compliance window applies .
- No U.S. Employment Contracts: PPG states it has no employment contracts with its U.S.-based named executive officers; compensation recovery (clawback) policy complies with NYSE standards adopted in 2023 .
Performance Compensation
Annual Incentive (Company Component – FY 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Adjusted EPS – Continuing Ops | 50% | $7.72 | $7.86 | 103% of target | Paid as annual cash incentive; no vesting . |
| Adjusted Cash Flow from Operating Activities | 20% | $2,298M | $1,469M | 0% of target | Paid as annual cash incentive; no vesting . |
| Organic Sales Growth | 30% | 1.7% | −1.2% | 0% of target | Paid as annual cash incentive; no vesting . |
| Company Performance Component Overall | — | — | — | 52% of target | Determined vs. pre‑set schedule; committee applies defined non‑GAAP adjustments . |
Long‑Term Incentives (Program Design and 2022–2024 Outcomes)
| Instrument | Performance Metric | Grant/Term | Target | Actual (2022–2024 or annual) | Payout | Vesting |
|---|---|---|---|---|---|---|
| TSR Shares | Relative TSR vs. S&P 500 | 3‑year | 50th percentile | 19th percentile (2022–2024) | 0% | Vest on last day of period; settle 50% stock/50% cash . |
| PBRSUs | Adjusted EPS Growth (annual) | 3‑year | 10% growth=100%; linear 5–10% scale | 2022 −8.1%=0%; 2023 26.8%=100%; 2024 6.0%=60% | 53.3% (EPS component) | Vest at period end; paid in stock . |
| PBRSUs | Cash Flow Return on Capital (annual) | 3‑year | 11% required | 2022 4.7%=0%; 2023 15.4%=100%; 2024 12.6%=100% | 66.7% (CFROC component) | Vest at period end; paid in stock . |
| PBRSUs | Combined Outcome | 3‑year | — | — | 120% of target (2022–2024) | Vest at period end; paid in stock . |
| Stock Options | Stock Price Appreciation | 10‑year max term | Exercise price at grant close; 3‑year cliff vest; no repricing/reload | — | — | Vest on 3rd anniversary . |
PPG emphasizes pay‑for‑performance with a balanced mix of short‑term (EPS, cash flow, organic growth) and long‑term metrics (TSR, EPS growth, CFROC); 2024 annual incentives paid 56–68% of target for NEOs, consistent with performance outcomes and committee adjustments .
Equity Ownership & Alignment
- Hedging/Pledging: Officers and directors are prohibited from short sales, derivatives/hedging (e.g., collars), holding PPG stock in margin accounts, or pledging PPG stock as loan collateral; 10b5‑1 plans require preclearance, open‑window adoption, and a 90‑day waiting period .
- Ownership Guidelines: Executive officers must meet stock ownership guidelines (CEO 6× salary; other executive officers 3×); mechanisms to enforce progress include paying portions of incentives in stock if below guideline after five years .
- Compensation Recovery: Clawback policy requires recovery of incentive compensation following material financial restatements over the prior three fiscal years .
Employment Terms
- Succession & Transition: Effective Jan. 1, 2026, Gette will succeed Anne M. Foulkes as SVP, General Counsel and Secretary; Foulkes will serve through Aug. 31, 2026 as SVP, Legal and Special Projects to ensure a smooth transition .
- Severance Framework: Salaried Severance Plan provides the CEO 2× base salary and other executive officers 1.5× base salary upon qualifying involuntary termination (plus limited benefit continuations) .
- Executive Officer Cash Severance Policy: New executive cash severance arrangements exceeding 2.99× base salary + target bonus require shareholder ratification; equity vesting and non‑cash benefits are excluded from the cap .
- Change‑in‑Control (CIC) Agreements: For executive officers (as disclosed for NEOs), CIC agreements have a double trigger for equity vesting and typically provide 3× base salary and 3× bonus, pro‑rated bonus, benefit continuations, and conditional excise tax cutbacks (no gross‑ups) .
- Non‑Compete/Confidentiality: CIC agreements include non‑competition and confidentiality provisions; equity plans require termination or substantial diminution of duties post‑CIC for full vesting acceleration .
- Deferred Compensation/Pension: U.S. executives may elect deferrals into the Non‑Qualified Deferred Compensation Plan; pension benefits exist for certain longer‑serving U.S. salaried employees via Retirement Plan F and Non‑Qualified Retirement Plan (plans frozen for future accruals; specific vesting and forms of payment detailed) .
Investment Implications
- Elevation to General Counsel: A clearly communicated succession with a two‑year overlap (Jan. 2026–Aug. 2026) suggests continuity of legal leadership and governance processes, reducing transition risk in corporate development and securities oversight .
- Pay‑for‑Performance Discipline: 2024 company component paid 52% of target as cash flow and organic growth missed targets, while EPS slightly exceeded target; TSR shares paid 0% for 2022–2024, consistent with PPG’s stated alignment of executive pay with performance and shareholder returns .
- Alignment and Selling Pressure: Strict prohibitions on hedging/pledging and robust ownership guidelines/clawbacks reduce the potential for margin‑driven or risk‑hedged insider selling, reinforcing long‑term alignment (applicable company‑wide, including to executive officers) .
- Governance Quality: Oversight by an independent compensation committee with an independent consultant (FW Cook), well‑defined CIC terms, and a shareholder‑ratification cap on cash severance (>2.99×) reflect investor‑friendly governance around executive compensation .