Michael Lamach
Lead Independent Director at PPG
Board
About Michael W. Lamach
Independent Lead Director at PPG (director since 2015), age 61. Former Chairman and CEO of Trane Technologies (and previously Ingersoll‑Rand); extensive global industrial operating and portfolio transformation experience. At PPG he serves as Independent Lead Director and sits on the Human Capital Management & Compensation and Nominating & Governance Committees . The Board has affirmed his independence; he presides over executive sessions and executes an expansive Lead Director mandate (agenda approvals, shareholder engagement, succession oversight, crisis liaison) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trane Technologies plc | Executive Chair | 2021 | Oversaw transition post spin/portfolio repositioning |
| Trane Technologies plc | Chairman & CEO | Feb 2020 – Jul 1, 2021 | Led global industrial/consumer end markets |
| Ingersoll‑Rand | Chairman & CEO; President & COO; President, Trane Commercial Systems; President, Security Technologies | 2004 – 2020 (various) | Led portfolio transformations and multi-segment P&L |
| Johnson Controls | Various leadership positions | 1987 – 2004 | Global manufacturing/operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Honeywell International Inc. | Director | Current | Large industrial tech peer; potential ecosystem interlock to monitor |
| Nucor Corporation | Director | Current | Large steel producer; potential ecosystem interlock to monitor |
| Iron Mountain, Inc. | Director | 2007 – 2015 (prior) | Prior public board service |
| National Association of Manufacturers | Former Chair of the Board | Prior | Policy and manufacturing advocacy leadership |
Board Governance
- Independence and roles: Independent Lead Director; committee member—Human Capital Management & Compensation (HCMC) and Nominating & Governance (N&G) . Board determined he is independent .
- Lead Director authority: Approves agendas/schedules, leads executive sessions, liaises with CEO, engages major shareholders, participates in director evaluations, succession, M&A/corporate actions, and can authorize outside advisors .
- Attendance and engagement: 8 Board meetings in 2024; average Board/committee attendance 100%; no director below 75% .
- Board composition/refreshment: 10 of 11 directors independent; all committees fully independent .
- Overboarding policy: Independent directors capped at four public boards (including PPG); Lamach’s current service (PPG + 2 boards) is within limits .
- Shareholder rights: Majority voting in uncontested elections; proxy access; right to call special meetings; no poison pill .
Fixed Compensation (Director)
| Component | Amount / Detail | Source |
|---|---|---|
| Annual cash retainer | $135,000 (2024) | |
| Equity retainer (TBRSUs) | $185,000 grant value (2024); directors (other than Fortmann) received 1,368 TBRSUs at $135.30; vest Apr 16, 2025 | |
| Lead Director retainer | $40,000 (additional cash) | |
| Additional fees received (2024) | $65,000 (additional retainer total in table; includes Lead Director retainer and any chair fees per program) | |
| All other compensation | $10,000 (Foundation matching gifts program) | |
| Total reported (2024) | $395,090 | |
| Plan features | TBRSUs earn dividend equivalents, no voting rights; directors may defer cash and TBRSUs into Director Deferred Compensation Plan |
Notes: 2024 non‑employee director target total = $320,000 (cash $135k + equity $185k) before role adders .
Performance Compensation (Oversight Signals via HCMC)
As an HCMC member, Lamach oversees PPG’s pay‑for‑performance design. 2024 corporate annual incentive outcomes:
| Metric (Weight) | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|
| Adjusted EPS – Continuing Ops (50%) | $5.62 | $7.72 | $8.66 | $7.86 | 103% |
| Adjusted Cash Flow from Ops (20%) | $1,724m | $2,298m | $2,528m | $1,469m | 0% |
| Organic Sales Growth (30%) | -0.8% | 1.7% | 3.7% | -1.2% | 0% |
- Result: Company component paid at 52% of target; executive annual awards ranged 56%–68% of target; 3‑yr TSR at 19th percentile → 0% payout on TSR shares—discipline on relative performance .
Other Directorships & Interlocks
| Company | Relationship to PPG | Related-Party Transactions Disclosed? |
|---|---|---|
| Honeywell International Inc. (Director) | Potential customer/supplier ecosystem overlap to monitor | None disclosed for Honeywell; related-party purchases disclosed only for Linde (former director), Ashland (Novo), Ecolab (Roberts); committee deemed immaterial and ordinary course |
| Nucor Corporation (Director) | Potential industrial overlap to monitor | None disclosed |
PPG screens and approves related‑person transactions via N&G Committee; independence reaffirmed in Feb 2025 .
Expertise & Qualifications
- Senior leadership and portfolio transformation across diversified industrials (Trane/Ingersoll‑Rand); deep manufacturing, risk oversight, global business, and corporate governance acumen .
- Lead Director experience with defined governance duties; prior NAM Chair provides policy/industry insights valuable for a global manufacturer .
Equity Ownership
| Item | Detail |
|---|---|
| Common stock owned | 2,368 shares (as of Feb 21, 2025) |
| Common stock equivalents (deferred) | 12,226 units |
| Total beneficial + equivalents | 14,594 |
| Pledging/Hedging | Insider Trading Policy prohibits hedging/pledging by officers and directors ; company notes none of the tabled shares are pledged |
| Director ownership guideline | 5x cash retainer; all non‑employee directors other than two new directors met/exceeded; Lamach in compliance |
Governance Assessment
-
Positive signals
- Independent Lead Director with robust, public mandate; strong structural counterbalance to combined Chair/CEO model .
- Committee roles (HCMC, N&G) align with his operating background; Board/committee independence 100%; attendance strong (avg 100%) .
- Director pay structure mixes cash and equity with deferral; aligns interests; ownership guideline compliance; no pledging .
- Pay-for-performance rigor evidenced by low corporate bonus factor (52%) and zero TSR payout on weak relative TSR; Say‑on‑Pay support 96% (2024) .
- Policies: clawback adopted per NYSE standard; severance capped at 2.99x without shareholder ratification; refreshed insider trading policy .
-
Watch items / potential conflicts (no current red flags disclosed)
- Multi‑board service: within PPG limits (≤4); monitor time demands as Lead Director plus two external boards .
- Ecosystem interlocks: current directorships at Honeywell and Nucor; no PPG related‑party dealings disclosed with these firms; N&G oversight in place .
No related‑party transactions, hedging/pledging, or attendance concerns disclosed for Lamach. Compensation and ownership alignment appear strong, and governance reforms (overboarding limits, clawback, severance cap) support investor confidence .