Michael Nally
Director at PPG
Board
About Michael T. Nally
Independent director since 2021; age 49. CEO of Generate Biomedicines and CEO-partner at Flagship Pioneering; prior senior leadership at Merck & Co. across commercial and R&D-linked roles. Serves on PPG’s Audit Committee and Sustainability & Innovation Committee, bringing AI, commercialization, and global pharmaceuticals expertise to a diversified industrials board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | EVP & Chief Marketing Officer | Jan 2019 – Mar 31, 2021 | Led global commercialization strategy and growth model |
| Merck & Co., Inc. | President, Global Vaccines | Sep 2016 – Jan 2019 | Oversight of vaccines business globally |
| Merck & Co., Inc. | Managing Director, UK & Ireland | Jan 2014 – Aug 2016 | Country leadership; P&L and market execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Generate Biomedicines, Inc. | Chief Executive Officer | Since Mar 31, 2021 | CEO; AI-driven protein design company |
| Flagship Pioneering | CEO-partner | Since 2021 | Strategic operator within Flagship’s venture ecosystem |
| Other Public Company Boards | None | — | No current other public directorships |
Board Governance
- Independence: Board affirmed Nally as independent (Feb 20, 2025) .
- Committees: Audit (5 meetings in 2024); Sustainability & Innovation (3 meetings in 2024) .
- Board engagement: Full board met 8 times in 2024; average attendance was 100% and no director was below 75%; all directors attended the 2024 annual meeting .
| Governance Element | Detail |
|---|---|
| Independence status | Independent director |
| Committee memberships | Audit; Sustainability & Innovation |
| Committee chair roles | None (Audit Chair: Catherine R. Smith; S&I Chair: Guillermo Novo) |
| 2024 Board meetings | 8 (average attendance 100%) |
| Audit Committee meetings (2024) | 5 |
| Sustainability & Innovation Committee meetings (2024) | 3 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard non-employee director cash retainer |
| Committee chair fees | $0 | Nally did not chair a committee in 2024 |
| Lead Director fee | $0 | Role held by Michael W. Lamach |
| All Other Compensation | $0 | No matching gifts shown for Nally in 2024 |
| Total cash received (2024) | $135,000 | Sum of cash components |
Comparator framework: Director target total annual compensation is set near market median using a comparator group (e.g., 3M, Honeywell, Sherwin-Williams, etc.) with advice from FW Cook; board approves changes annually .
Performance Compensation
| Equity Award (2024 grant) | Grant Date | Number of RSUs | Grant-date fair value per RSU | Total Fair Value | Vesting |
|---|---|---|---|---|---|
| Time-Based RSUs (TBRSUs) | April 2024 | 1,368 | $135.30 | $185,090 | Vests April 16, 2025 (time-based; no performance condition) |
Performance metrics for director equity: None (TBRSUs are time-based and earn dividend equivalents; no TSR/EPS hurdles for director grants) .
Other Directorships & Interlocks
| Category | Current/Recent | Notes |
|---|---|---|
| Current public company boards | None | No interlocks via other public boards |
| Related-party transactions | None disclosed for Nally | Committee reviews related person transactions; 2024 items involved other directors (Ashland, Ecolab, Linde) and were immaterial; none listed for Nally |
Expertise & Qualifications
- AI and technology-enabled R&D, commercialization and product innovation experience; global management of significant businesses at Merck .
- Strategic marketing expertise and consumer/commercial go-to-market leadership .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 1,632 shares | As of Feb 21, 2025 record date |
| Common stock equivalents (director deferred plan) | 6,761 | Hypothetical shares in director deferred plan; no voting rights |
| Total beneficial + equivalents | 8,393 | Aggregate reported |
| Unvested director TBRSUs | 1,368 (granted Apr 2024) | Vests April 16, 2025; included due to vesting within 60 days of record date |
| Shares pledged as collateral | None | Company states to its knowledge none of the shares in table are pledged |
| Ownership guideline status | Met/exceeded | Non-employee directors must hold 5× cash retainer; all except Fortmann and Roberts met—implies Nally is in compliance |
| Hedging/pledging policy | Hedging and pledging prohibited by insider trading policy (2024 update) | Applies to officers and directors; includes short sales, options, collars, margin/pledge prohibitions |
Governance Assessment
- Independence and committee placement: Nally is independent and sits on Audit and Sustainability & Innovation committees—two areas directly tied to financial integrity, risk, and long-term value creation .
- Attendance and engagement: Board held 8 meetings with 100% average attendance; no director under 75%; Nally is part of an actively engaged board .
- Pay structure alignment: Director pay is a balanced cash ($135k) and equity ($185k TBRSUs) mix set near market median with FW Cook advising; equity is time-based without performance conditions typical for directors and aligns with shareholder value via ownership .
- Ownership alignment: Nally meets director ownership guideline (5× cash retainer); beneficial ownership and deferred equivalents reported, with no pledging and hedging prohibited—supports alignment and risk controls .
- Conflicts/related parties: No related-party transactions disclosed for Nally; committee monitors and 2024 transactions with other directors were immaterial (<1% of counterparties’ revenues) .
RED FLAGS
- None identified specific to Nally: no related-party exposure, no pledging, no attendance issues, no overboarding (PPG limits independent directors to ≤4 public boards; Nally has none beyond PPG) .
Broader signals impacting investor confidence
- Robust committee oversight (Audit and S&I), strong attendance, annual elections, majority voting, proxy access, and shareholder right to call special meetings enhance governance quality; 96% say-on-pay support in 2024 signals constructive investor relations (context is executive pay program) .