Melanie Healey

About Melanie L. Healey

Independent director at PPG since 2016 (age 63). Former Group President, North America at The Procter & Gamble Company with extensive global consumer, branding, and marketing leadership including 18 years outside the U.S. Current PPG committee roles: Chair, Nominating & Governance; Member, Sustainability & Innovation .

Past Roles

External Roles

Board Governance

• Independence and tenure: Board determined Healey is independent; she has served on PPG’s board since 2016 .
• Committee leadership: Chair, Nominating & Governance (oversees governance framework, board composition, policy); Member, Sustainability & Innovation (oversees EHS, product stewardship, sustainability strategy) .
• Attendance and engagement: Board held 8 meetings in 2024; average attendance was 100%, and no incumbent director attended <75% of applicable meetings .
• Board structure and oversight: Independent directors meet in executive session at each board meeting; Lead Independent Director is Michael W. Lamach with clearly defined duties .
• Time-commitment policy: Independent directors limited to serving on no more than 4 public company boards (including PPG); Healey’s current load (PPG + Hilton + Kenvue) is within limits .
• Shareholder engagement: In 2024, PPG engaged with investors representing 55% of outstanding shares; governance-focused meetings covered 40% of shares .

Fixed Compensation

• Program design: 2024 non-employee director retainer targeted $320,000 total ($135,000 cash; $185,000 in time-based RSUs). Additional annual chair retainers: Lead Director $40,000; Audit $30,000; Nominating & Governance $25,000; Human Capital & Compensation $25,000; Sustainability & Innovation $20,000 .
• Note: 2025 committee roster shows Healey as Nominating & Governance Chair; the 2024 fee table shows $20,000 chair fee (equal to Sustainability & Innovation chair level). This may reflect timing/role changes during 2024; confirm in follow-up with the company if needed .

Performance Compensation

Directors do not receive performance-based pay; equity is granted as time-based RSUs (TBRSUs).

Other Directorships & Interlocks

• PPG’s 2024 related-party transactions involved Linde (former PPG director Stephen Angel), Ashland (PPG director Guillermo Novo is CEO), and Ecolab (PPG director Christopher Roberts is SVP). All were ordinary-course and immaterial; none involve Healey .

Expertise & Qualifications

• Consumer/retail growth, brand strategy, and marketing leadership from senior roles at P&G, with extensive international operating experience (18 years outside U.S.) .
• Governance and sustainability oversight via chairing Nominating & Governance and serving on Sustainability & Innovation committees .

Equity Ownership

• Director stock ownership guideline: 5x the cash retainer; all non-employee directors other than two newer appointees have met/exceeded the guideline, indicating Healey is in compliance .
• Insider trading safeguards: Company policy prohibits hedging and pledging by officers and directors and restricts use of derivatives and margin accounts .

Governance Assessment

• Strengths

  • Independent director with deep global consumer and branding expertise; chairs the Nominating & Governance Committee—central to board composition, policy, and shareholder rights oversight .
  • Strong engagement/attendance culture at PPG; independent sessions each meeting; robust shareholder outreach in 2024 .
  • Pay alignment for directors: equity-denominated retainer with ownership guidelines; Healey meets guideline and holds additional deferred stock equivalents, supporting alignment .
  • Board-level investor-aligned practices: majority-independent board, annual elections, proxy access, no poison pill; 2024 say-on-pay support at ~96% indicates broad investor confidence (while focused on executives, it signals governance credibility) .

• Watch items / potential red flags

  • Chair fee presentation: 2024 table shows a $20,000 chair fee for Healey although the Nominating & Governance chair retainer is $25,000; likely reflects timing of chair transitions or partial-year service. Consider confirming prospective fees and role timing to avoid optics issues .
  • Overboarding: PPG policy caps independent directors at four public boards including PPG; Healey currently sits on three, within limits. Continue to monitor should additional appointments occur .

• Conflicts and related parties

  • No Healey-related party transactions disclosed; governance process for reviewing related person transactions is robust and independent-committee driven .

Overall, Healey brings relevant large-cap consumer operating depth and actively leads governance oversight at PPG. Her compensation/ownership structure is aligned with shareholders, independence is clear, and no conflicts are disclosed—factors supportive of investor confidence in board effectiveness .

Notes on Director Compensation & Policies

• Director compensation structure (2024): $135,000 cash + $185,000 TBRSUs; additional chair retainers per committee; director accident/aircraft insurance; optional deferral into the Director Deferred Compensation Plan .
• Board-wide policies: enhanced insider trading policy (no hedging/pledging; 90-day cooling-off for 10b5-1); Executive compensation clawback policy in line with NYSE standards (execs, not directors) .

Insider Trades

• No Form 4 director trading data is presented in the proxy; monitor ongoing Section 16 filings for transaction-level updates (not disclosed here) .