Leon Topalian
PPG INDUSTRIESAbout Leon Topalian
Leon J. Topalian is Chair, President and Chief Executive Officer of Nucor Corporation and was elected to PPG’s board effective July 16, 2025, designated as an independent director and appointed to the Audit Committee and the Sustainability & Innovation Committee . He filed an initial Form 3 showing beneficial ownership of 100 PPG shares on July 18, 2025, indicating early alignment but modest current ownership . Topalian brings nearly 30 years of manufacturing and operations leadership serving similar end markets as PPG, which the board highlights as strengthening expertise and strategic oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nucor Corporation | Chair of the Board | Since 2022 | Oversight of diversified steel operations; governance leadership |
| Nucor Corporation | President & CEO | Since 2020 | Led growth and operations across North American steel and products |
| Nucor Corporation | President & COO | Sep–Dec 2019 | Transition leadership into CEO role |
| Nucor Corporation | EVP, Beam & Plate Products | 2017–2019 | Segment executive leadership |
| Nucor Corporation | Vice President | 2013–2017 | Corporate leadership roles |
| Nucor Steel Berkeley | Project Engineer → various leadership | Began 1996 | Operational grounding and advancement in manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nucor Corporation | Chair, President & CEO; Director | 2020–present CEO; Chair since 2022 | Largest and most diversified steel producer in North America |
Board Governance
- Director status and term: Elected April 17, 2025 to serve in the class expiring at the 2026 Annual Meeting; effective July 16, 2025 .
- Independence: Appointed as an independent director, with compensation consistent with other independent directors per PPG’s 2025 proxy .
- Committees: Audit Committee; Sustainability & Innovation Committee .
- Board structure context: PPG has a combined Chair/CEO with an independent Lead Director (Michael W. Lamach) and four wholly independent board committees; independent directors meet separately at each board meeting .
- Attendance: Not yet disclosed for Topalian (joined July 2025).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (non-employee directors, 2024 structure) | $135,000 | Paid quarterly; applicable baseline for independent directors |
| Equity Retainer (TBRSUs, 2024) | $185,000 | Time-based RSUs vest prior to next annual meeting |
| Additional Retainer – Lead Director | $40,000 | 2024 schedule |
| Additional Retainer – Audit Chair | $30,000 | 2024 schedule |
| Additional Retainer – Nominating & Governance Chair | $25,000 | 2024 schedule |
| Additional Retainer – Human Capital Management & Compensation Chair | $25,000 | 2024 schedule |
| Additional Retainer – Sustainability & Innovation Chair | $20,000 | 2024 schedule |
| Insurance Coverage (non-employee directors, 2024 cost) | $4,675 accidental death & dismemberment; $15,800 aircraft travel | Company-paid premiums |
As an independent director, Mr. Topalian will receive compensation consistent with these director programs, as described in the 2025 proxy .
Performance Compensation
| Equity Type | Grant Mechanics | 2024 Grant Details | Vesting |
|---|---|---|---|
| Time-Based RSUs (TBRSUs) | Annual grant sized by dividing equity retainer by stock price on grant date | Each director received 1,368 RSUs at grant-date fair value $135.30; dollar values per FASB ASC Topic 718 | Vests on April 16, 2025 (day prior to 2025 Annual Meeting) |
- Director equity at PPG is time-based, not performance-conditioned; TBRSUs earn dividend equivalents and do not carry voting rights .
- No director options or performance metrics disclosed for non-employee director compensation.
Other Directorships & Interlocks
| Company | Topalian Role | Interlock at PPG | Notes |
|---|---|---|---|
| Nucor Corporation | Chair, President & CEO; Director | Michael W. Lamach (PPG Lead Director) also serves as a director of Nucor | Multiple proxy biographies list Lamach as director of Nucor |
- Governance implication: A shared external board (Nucor) creates an interlock between Topalian and PPG’s Lead Director (Lamach); requires monitoring for any perceived alignment or influence beyond PPG’s interests .
Expertise & Qualifications
- Nearly 30 years in industrial manufacturing and operations with leadership across multiple segments (beam & plate; COO; CEO), serving similar end-use markets to PPG, expected to strengthen audit and sustainability oversight at PPG .
- Board expressed that Topalian’s leadership and industry experience will support PPG’s growth strategy and guide strategic direction .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Total beneficial ownership (common shares) | 100 | Direct ownership per Form 3 (filed 07/18/2025) |
| Ownership form | Direct (D) | Form 3 designation |
| Ownership as % of shares outstanding | ~0.00004% | Computed using 100 shares and ~226.5M diluted average shares (Q3 2025) |
| Stock ownership guidelines (non-employee directors) | 5x cash retainer | TBRSUs and deferred stock equivalents count toward compliance |
| Deferred compensation election availability | Yes | Directors may defer cash and TBRSUs into stock equivalents; paid after board departure |
Related-Party Transactions (Conflict Screening)
| Period | PPG Sales to Nucor | PPG Purchases from Nucor | Materiality Statement |
|---|---|---|---|
| FY 2024 | $3,167,000 | $1,288,000 | Ordinary course; <1% of each company’s consolidated gross revenues |
| Q1 2025 | $917,000 | $246,000 | Ordinary course; <1% of each company’s consolidated gross revenues |
- Independence note: Topalian appointed as an independent director; transactions disclosed for transparency and assessed as immaterial under exchange standards .
Insider Filings
| Date | Form | Title of Security | Amount | Ownership Form |
|---|---|---|---|---|
| 07/18/2025 | Form 3 | Common Stock | 100 | Direct (D) |
Governance Assessment
-
Positives:
- Independent director with deep industrial and manufacturing expertise aligned to PPG’s end markets; expected to add value on Audit and Sustainability & Innovation committees .
- Board maintains robust independence mechanisms: independent Lead Director, wholly independent committees, and executive sessions without management .
- Transparent disclosure of Nucor transactions with clear immateriality thresholds (<1%) and ordinary-course nature .
-
Watch items / RED FLAGS:
- Interlock with PPG’s Lead Director (Lamach) at Nucor requires vigilance to avoid influence risks in matters involving Nucor or overlapping ecosystems .
- Initial ownership is modest (100 shares), implying limited immediate “skin in the game”; however, PPG’s director ownership guidelines (5x cash retainer) and TBRSU structure support longer-term alignment .
- Attendance and engagement data for Topalian will only be available in future proxy reporting; monitor next DEF 14A for attendance and stock ownership guideline compliance status (five-year window typical) .
-
Implications for investors:
- Skill add to Audit and Sustainability oversight is constructive; independence and immaterial related-party exposure mitigate conflict concerns .
- Interlock perceptions should be monitored; but board’s strong governance architecture (Lead Director duties; independent committee structure) is a counterbalance .
Fixed Compensation (Program Detail Reference)
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Cash Retainer | $135,000 | $135,000 | $135,000 |
| Equity Retainer (TBRSUs) | $165,000 | $165,000 | $185,000 |
| Lead Director Additional Retainer | $35,000 | $35,000 | $40,000 |
| Audit Chair Additional Retainer | $25,000 | $25,000 | $30,000 |
| HCM & Compensation Chair Additional Retainer | $20,000 | $20,000 | $25,000 |
| Nominating & Governance Chair Additional Retainer | $20,000 | $20,000 | $25,000 |
| Sustainability & Innovation Chair Additional Retainer | $15,000 | $15,000 | $20,000 |
Performance Compensation (TBRSU Program Detail)
| Year | RSUs Granted | Grant-Date Fair Value per RSU | Vest Date |
|---|---|---|---|
| 2024 | 1,368 RSUs (per director, excluding mid-year appointee) | $135.30 | April 16, 2025 |
| 2023 | 1,174 RSUs (per director) | $140.63 | April 17, 2024 |
| 2022 | 1,232 RSUs (per director) | $133.97 | April 19, 2023 |
TBRSUs are time-based only; earn dividend equivalents; no voting rights .
Other Directorships & Interlocks
| Director | External Company | Role |
|---|---|---|
| Michael W. Lamach (PPG Lead Director) | Nucor Corporation | Director |
Equity Ownership
| Category | Shares/Value | Notes |
|---|---|---|
| Common shares owned (Topalian) | 100 | Direct ownership per Form 3 |
| Ownership % of outstanding | ~0.00004% | Based on ~226.5M diluted average shares (Q3 2025) and 100 shares |
| Stock ownership guideline | 5x cash retainer | Counts unvested TBRSUs and deferred stock equivalents |
Governance Assessment
- Overall, Topalian’s independence, committee placements, and industrial leadership background are supportive of board effectiveness, while interlocks and related-party activity with Nucor are appropriately disclosed and immaterial; monitor future proxies for attendance, guideline compliance, and any evolution in related-party scope .