PPG INDUSTRIES INC
Shareholder Proposals
Item 5
Adopt a policy requiring the board chair to be an independent director separate from the CEO.
Adopt a policy requiring the Board to separate the roles of Chair and CEO, specifying the Chair must be an independent director and allowing only an interim non-independent Chair while an independent Chair is sought. The proposal asks the Board to amend governing documents, including the Corporate Governance Guidelines, to implement the requirement and suggests a phased implementation tied to CEO contract renewal or the next CEO transition. The proponent argues an independent Chair would provide impartial oversight, strengthen management accountability, mitigate conflicts of interest and improve transparency and shareholder confidence. The supporting statement cites recent share price underperformance, analyst commentary and negative publicity during 2025 as reasons for accelerated adoption.