PPG names Joseph R. Gette as General Counsel as Anne Foulkes transitions

Rhea-AI Filing Summary

PPG Industries announced that Anne M. Foulkes, Senior Vice President and General Counsel, intends to retire on August 31, 2026. To ensure an orderly handover, she will transition on January 1, 2026 to a role as Senior Vice President, Legal and Special Projects to oversee certain projects and assist the change in counsel. Ms. Foulkes will be eligible for a payment under the companys annual incentive plan in 2027 covering the full year of 2026, and her previously awarded stock options, restricted stock units and total shareholder return contingent shares will vest according to their terms.

The company named Joseph R. Gette, currently Vice President, Deputy General Counsel and Secretary, to become Senior Vice President, General Counsel and Secretary effective January 1, 2026. The company issued a press release announcing the transition, filed as Exhibit 99.

Positive

• Orderly succession: Internal successor Joseph R. Gette named General Counsel effective January 1, 2026
• Planned transition role: Anne M. Foulkes will serve as Senior VP, Legal and Special Projects to ensure handover
• Compensation continuity: Ms. Foulkes is eligible for a 2027 annual incentive payment covering 2026
• Equity clarity: Previously awarded options, RSUs and TSR contingent shares will vest in accordance with their terms

Negative

• Leadership change: The company will lose its current Senior Vice President and General Counsel when Anne M. Foulkes retires on August 31, 2026

Insights

Corporate Governance Expert

TL;DR An orderly, internal succession preserves continuity and aligns incentives for a smooth legal transition.

The announcement details a planned retirement with an explicit transition period and an internal successor, which reduces execution risk compared with an external hire. Maintaining Ms. Foulkes in a senior legal/projects role through the transition and confirming that equity awards will vest per their terms are retention elements that support continuity. The eligibility for a 2027 incentive payment for 2026 work further aligns compensation with transition objectives. Overall, governance practices shown are consistent with minimizing disruption to legal oversight.

Securities Analyst

TL;DR Internal promotion and a multi-month handover limit near-term operational and disclosure risk.

From a market-impact perspective, the item is routine: the company appointed an internal successor effective January 1, 2026 and set a clear timeline to the retirees final date of August 31, 2026. The explicit statement that equity awards will vest per plan and the specified incentive payment timing reduce uncertainty about compensation-related costs. There are no financial metrics or indications of material liabilities tied to this change, so immediate investor impact appears limited.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 7, 2025

PPG INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania

001-1687

25-0730780

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

One PPG Place, Pittsburgh, Pennsylvania, 15272

(Address of Principal Executive Offices, and Zip Code)

(412) 434-3131

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.66 2/3

PPG

New York Stock Exchange

0.875% Notes due 2025

PPG 25

New York Stock Exchange

1.400% Notes due 2027

PPG 27

New York Stock Exchange

2.750% Notes due 2029

PPG 29A

New York Stock Exchange

3.250% Notes due 2032

PPG32

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2025, Anne M. Foulkes, Senior Vice President and General Counsel of PPG Industries, Inc. (the “Company”), announced her intention to retire from the Company on August 31, 2026. Effective January 1, 2026, Ms. Foulkes will serve as Senior Vice President, Legal and Special Projects, to ensure a smooth transition of general counsel responsibilities and oversee certain projects for the Company. In connection with her retirement, Ms. Foulkes will be eligible to receive a payment in 2027 under the Company’s annual incentive plan for the full year of 2026. Her previously awarded stock options, restricted stock units and total shareholder return contingent shares will vest in accordance with their terms.

On August 11, 2025, the Company announced that, effective January 1, 2026, Joseph R. Gette, currently Vice President, Deputy General Counsel and Secretary of the Company will become Senior Vice President, General Counsel and Secretary.

On August 11, 2025, the Company issued a press release announcing Ms. Foulkes’s retirement. The press release is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99						Press release of PPG Industries, Inc. dated August 11, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						PPG INDUSTRIES, INC.
						(Registrant)
Date: August 7, 2025			By:			/s/ Timothy M. Knavish
						Timothy M. Knavish
						Chairman and Chief Executive Officer

FAQ

When will PPG's General Counsel retire?

Anne M. Foulkes will retire on August 31, 2026.

Who will replace the General Counsel at PPG (PPG)?

Joseph R. Gette will become Senior Vice President, General Counsel and Secretary effective January 1, 2026.

Will Anne Foulkes receive any incentive payments related to 2026?

Yes. She will be eligible to receive a payment in 2027 under the company's annual incentive plan for the full year of 2026.

What happens to Ms. Foulkes equity awards?

Her previously awarded stock options, restricted stock units and total shareholder return contingent shares will vest in accordance with their terms.

Is there a press release about the transition?

Yes. The company issued a press release dated August 11, 2025, filed as Exhibit 99.