Kathleen Ligocki
Director at PPG
Board
About Kathleen A. Ligocki
Kathleen A. Ligocki is 68 and has served as an independent director of PPG since 2020. She is the former CEO of Agility Fuel Solutions and has held senior leadership roles across automotive and industrial sectors, bringing manufacturing and operations expertise and innovation experience to the board. Education is not disclosed in the proxy. She is confirmed independent under NYSE standards as of February 20, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agility Fuel Solutions, LLC | Chief Executive Officer | 2015–2019 | Led advanced fuel systems; manufacturing/operations leadership |
| Harvest Power, Inc. | President & CEO | 2014–2015 | CEO of cleantech recycling/renewables firm |
| Kleiner Perkins Caufield & Byers | Operating Partner | 2012–2014 | Operating partner within VC portfolio |
| Next Autoworks | President & CEO; Director | 2010–2012 | Led auto startup; innovation-to-market experience |
| Pine Lake Partners | Principal | 2008–2010 | Strategic advisory/investments |
| GS Motors | President & CEO | 2008–2009 | Auto industry leadership |
| Tower Automotive | Chief Executive Officer | 2003–2007 | Managed multinational automotive supplier operations |
| Ford; United Technologies; General Motors | Various leadership positions | Prior years | Broad industrial/automotive leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carpenter Technology Corporation | Director | Current | Public company board |
| Lear Corporation | Director | Current | Public company board |
| Qell Acquisition Corp. | Director | 2020–2021 | SPAC board (prior) |
| Ashland Inc. | Director | 2004–2014 | Prior public company board |
Board Governance
- Committees: Human Capital Management & Compensation (member), Nominating & Governance (member). Not a committee chair .
- Board meetings in 2024: 8; independent directors met in executive session at each meeting. Average attendance across board/committees was 100%; no director under 75% .
- Committee meeting counts (2024): Audit 5; Nominating & Governance 3; Human Capital Management & Compensation 4; Sustainability & Innovation 3 .
- Independence: Affirmed independent (2025) .
- Board time commitment policy: independent directors limited to 4 public boards; executive officers limited to 2 (including PPG); approvals required for additional boards .
- Lead Independent Director framework and duties are robust; executive sessions and shareholder engagement documented .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Paid quarterly |
| Committee chair fees | $0 | Not a chair; chair fees are $25k HCMC/$25k N&G/$30k Audit/$20k S&I; Lead Director $40k |
| Meeting fees | $0 | Not disclosed/none for directors |
| Insurance/perquisites | Included | AD&D and aircraft travel insurance (aggregate program costs disclosed) |
| Total cash | $135,000 | Sum of cash components |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Time-Based RSUs (TBRSUs) | April 2024 | 1,368 | $185,090 | Vest Apr 16, 2025 |
| Equity portion of annual retainer | April 2024 | Computed from $185,000 | $185,000 | TBRSUs vest day prior to 2025 annual meeting |
- Directors receive time-based RSUs; no performance-vested metrics or options in the director program .
- Deferred Compensation: Directors may defer cash/equity retainers into stock-equivalent units; distributions in stock after service ends .
Other Directorships & Interlocks
| Company | Relationship to PPG | Potential Interlock/Transaction |
|---|---|---|
| Lear Corporation | Automotive supplier; PPG sells to auto OEMs | No related-party transactions disclosed with Lear |
| Carpenter Technology | Specialty metals | No related-party transactions disclosed with Carpenter |
| Ashland Inc. (prior) | Chemicals supplier | PPG purchased ~$19.1M from Ashland in 2024; transaction disclosed relates to Guillermo Novo (Ashland CEO), not Ligocki |
| Qell Acquisition (prior) | SPAC | No PPG transactions disclosed |
No related-party transactions involving Ms. Ligocki are disclosed. PPG’s Nominating & Governance Committee reviews/approves related person transactions >$120k; amounts disclosed with other directors were immaterial (<1% of seller/purchaser revenues) .
Expertise & Qualifications
- Manufacturing and operations leadership in multinational companies; automotive/transportation sector expertise; innovation and commercialization background .
- Skills matrix highlights strategic manufacturing, global business, M&A/BD, sustainability/environment, technology/innovation, digital transformation, and human capital management across the board’s collective skills; Ligocki is presented with relevant competencies via biography narrative .
Equity Ownership
| As of Feb 21, 2025 | Common Stock | Common Stock Equivalents | Total Beneficial Ownership | Pledged |
|---|---|---|---|---|
| Shares/Units | 1,474 | 5,324 | 6,798 | None pledged |
- RSUs granted in April 2024 vest April 16, 2025 and are included in beneficial ownership due to vesting within 60 days of the record date .
- Director stock ownership guideline: value equal to 5x cash retainer; all non-employee directors other than Fortmann/Roberts have met/exceeded (implies compliance for Ligocki) .
Shareholder Voting Signals (2025)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director election – Kathleen A. Ligocki | 180,537,804 | 1,854,791 | 274,905 | 13,447,447 |
| Say-on-Pay (NEOs) | 169,801,948 | 12,286,324 | 579,228 | 13,447,447 |
2024 say-on-pay support was ~96% (context for program continuity) .
Compensation Committee Analysis
- Committee composition: Heminger (Chair), Lamach, Ligocki, Novo, Richenhagen (all independent) .
- Independent compensation consultant: FW Cook; independence reviewed annually and no conflicts identified (SEC/NYSE factors assessed) .
- Director compensation peer group used for benchmarking (market median targeting): 3M, Air Products, Dow, DuPont, Eaton, Ecolab, Emerson, Honeywell, Illinois Tool Works, International Paper, Johnson Controls, Linde, LyondellBasell, Parker-Hannifin, Rockwell Automation, Sherwin-Williams, Stanley Black & Decker, Textron, Trane, Celanese, Howmet, Eastman .
Risk Indicators & Red Flags
- Related-party/Conflicts: None involving Ligocki disclosed; transactions with companies tied to other directors deemed immaterial and in ordinary course .
- Attendance/Engagement: Board and committee average attendance 100%; no director under 75% .
- Hedging/Pledging: Insider Trading Policy prohibits hedging by officers/directors; no pledging reported for Ligocki’s holdings .
- Overboarding: Policy caps public boards; Ligocki’s current service (PPG + two boards) fits within limit .
Governance Assessment
- Strengths: Independent status; multi-committee participation (HCMC and N&G) supports compensation oversight and governance refresh; strong engagement metrics; ownership guideline compliance; no related-party conflicts reported; robust shareholder support for her re-election .
- Watch items: External board roles in automotive may create industry proximity, but no transactions reported; continued monitoring of time commitments and any future interlocks advisable under updated overboarding policy .
Note: No Form 4 insider trading activity is disclosed in the proxy/8-K materials reviewed; separate SEC Form 4 filings would be required to assess recent transactions (not provided here).