PROXY STATEMENT SUMMARY

About the General Matters section beginning on page 70 for important information about proxy materials, voting, the Annual Meeting Company documents and communications.

TIME AND PLACE OF THE ANNUAL MEETING

Thursday, April 19, 2018

11:00 AM

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	Time and Place Thursday, April 20, 2023 11:00 a.m. Eastern Time Fairmont Pittsburgh, Grand Ballroom 510 Market Street Pittsburgh, Pennsylvania 15222 MEETING AGENDA       Virtual Shareholders’ Meeting We will have a virtual meeting which you can attend by visiting https://www.cesonlineservices.com/ppg23_vm. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. ATTENDING THE VIRTUAL ANNUAL MEETING You will be able to attend the virtual Annual Meeting, vote, and submit your questions during the Annual Meeting via live online webcast by visiting https://www.cesonlineservices.com/ppg23_vm. You will not be able to attend the Annual Meeting in person. If you plan to participate in the virtual meeting, you will need to pre-register by 5:00 p.m. Eastern Time on April 19, 2023. To pre-register for the meeting, please follow the instructions provided under General Matters beginning on page 88. Shareholders may only participate online and must pre-register to vote and ask questions at the virtual meeting. A listen-only, live webcast of the virtual Annual Meeting will also be available to all shareholders and guests who do not pre-register at https://www.cesonlineservices.com/ppg23_vm. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING Please see General Matters beginning on page 88 for important information about the proxy materials, voting, accessing the 2023 Annual Meeting and the deadlines to submit shareholder proposals and director nominees for the 2024 Annual Meeting of Shareholders. Who We Are We were founded in 1883 as Pittsburgh Plate Glass by Captain John B. Ford and John Pitcairn in Pittsburgh, Pennsylvania. Today, PPG is a leading, global supplier of paints, coatings and specialty materials. Through leadership in innovation, sustainability and color, PPG helps customers in industrial, transportation, consumer products, and construction markets and aftermarkets to enhance more surfaces in more ways than does any other company. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Voting Matters~52,000 Board Recommendations​ ​ 70+ ​ ​ 140 years ​ ​ $17.7B ~52,000 employees globally ​ ​ Operations in 70+ countries ​ ​ Trusted by customers for nearly 140 years ​ ​ $17.7 billion in sales in 2022 WELL POSITIONED FOR GROWTH ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Specialty Producer ​ ​ Sustainable ​ ​ Aftermarket ​ ​ Innovative ​ ​ Consolidating Global and diverse producer of specialty products with key functional value ​ ​ Growing portfolio of sustainable products ​ ​ High percentage of sales to aftermarket end-use markets ​ ​ Strong pipeline of innovative products ​ ​ Successful acquirer of coatings assets and businesses ​ ​ ​ 4    2023 Proxy Statement ​ ​ Table of Contents Proposals Roadmap ​ ​ ​ ​ Voting Matters Board Recommendations Page Election of ThreeFive Director Nominees FOR √ 6 13 Advisory Vote on Approval of the Compensation of the Named Executive Officers FOR √ 59 76 Advisory Vote on an Amendmentthe Frequency of the Company’s Articles of Incorporation to Provide for the Annual Election of DirectorsFuture Advisory Votes on Executive Compensation FORONE YEAR √ 62 79 Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 20182023 FOR √ 81 Vote on a Shareholder Proposal to Adopt a Policy Requiring an Independent Board Chair, if Properly Presented AGAINST X 82 Our Director Nominees NOMINEES TO SERVE IN A CLASS WHOSE TERM EXPIRES IN 2025 Director Age Primary Occupation Other Public Company Boards Independent Director Since Committee Memberships Stephen F. Angel 67 Chairman of the Board of Linde plc General Electric Company √ 2010    Hugh Grant 64 Retired Chairman of the Board and Chief Executive Officer of Monsanto Company Freeport-McMoRan Inc. Linde plc √ 2005    Melanie L. Healey 61 Former Group President, North America of The Procter & Gamble Company Hilton Worldwide Holdings Inc. Target Corporation Verizon Communications Inc. √ 2016    Timothy M. Knavish 57 President and Chief Executive Officer of PPG Industries, Inc. None ​ 2022 None Guillermo Novo 60 Chairman and Chief Executive Officer of Ashland Inc. None √ 2021    ​ 65 Audit Committee Human Capital Management and Compensation Committee Nominating and Governance Committee Sustainability and Innovation Committee ​ ​ ​ ​ 2023 Proxy Statement    5 ​ Table of Contents Governance Highlights ​ ​ ​ Independence 10 of 12 directors are independent All Board committee members are independent Independent directors regularly meet without management present Strong independent Lead Director with clearly defined duties that are publicly disclosed ​ ​ ​ Accountability Majority voting in uncontested elections Annual Board and committee self-evaluations Board oversight of Company strategy ​ ​ ​ Shareholder Rights No dual class structure; each shareholder gets one vote per share Proxy access right with market terms Extensive shareholder engagement No poison pill ​ ​ ​ DIRECTOR NOMINEESFinancial Highlights ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET SALES ​ ​ ADJUSTED EARNINGS PER DILUTED SHARE* ​ ​ OPERATING CASH FLOW ​ Up 5% ​ ​ ​ $6.05 ​ ​ ​ ~$1 Billion *From continuing operations. See reconciliation in Appendix A Nominees Executive Compensation Highlights Executive compensation is based on our pay-for-performance philosophy, which emphasizes executive performance measures that correlate closely with the achievement of both shorter-term performance objectives and longer-term shareholder value creation. Compensation Component Overview Objectives Base Salary Fixed compensation that is established annually Maintain parity with the competitive market for executives in comparable positions Annual Incentive Awards Variable compensation that is based on Company, business, and individual performance Incentivize executive officers to achieve our short-term performance objectives Long-Term, Equity-Based Incentives Variable compensation that is based solely on Company performance Retain our executive officers, align their financial interests with the interests of shareholders, and incentivize achievement of our long-term strategic goals ​ ​ ​ ​ 6    2023 Proxy Statement ​ ​ Table of Contents EXECUTIVE TARGET PAY MIX Executive compensation is based on our pay-for-performance philosophy, which emphasizes executive performance measures that correlate closely with the achievement of both shorter-term performance objectives and longer-term shareholder value creation. To this end, a substantial portion of our executives’ annual and long-term compensation is performance-based, with the payment being contingent on the achievement of performance goals. ​ ​ ​ Chief Executive Officer Pay Mix Average Other Named Executive Officer Pay Mix ​ CHOOSE ELECTRONIC DELIVERY We encourage PPG shareholders to voluntarily elect to receive future proxy and annual report materials electronically to help contribute to our sustainability efforts. If you are a registered shareholder, please visit www.cesvote.com for instructions. Beneficial shareholders can opt for e-delivery at www.proxyvote.com or by contacting their stockbroker or other nominee. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Combined with your adoption of Electronic Delivery of Proxy Materials, and the elimination of approximately 74,336 sets of proxy materials, we can ideally reduce the impact on the environment by: ​ ​ using approximately 151 fewer tons of wood, or 906 fewer trees (14.1 acres of forest) ​ saving approximately 810,000 gallons of water, or the equivalent of filling approximately 37 swimming pools ​ ​ using approximately 965 million fewer BTUs, or the equivalent of the amount of energy used by 1,150 residential refrigerators for one full year ​ using approximately 680,000 fewer pounds of greenhouse gases, including CO2, or the equivalent of 61.8 automobiles running for one year ​ ​ eliminating approximately 44,600 pounds of solid waste ​ reducing hazardous air pollutants by approximately 60.4 pounds ​ ​ Environmental impact estimates were calculated using the Environmental Paper Network Paper Calculator. For more information visit www.papercalculator.org. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 Proxy Statement    7 ​ Table of Contents SUSTAINABILITY, CULTURE AND HUMAN RIGHTS Our Culture At PPG, we aim to champion all employees, empowering them to be their authentic selves and allowing everyone to reach their full potential. In 2022, we achieved several key milestones, including: ● Launched our inaugural Diversity, Equity & Inclusion Report. ● Earned a score of 100 on the 2022 DISABILITY EQUALITY INDEX®. ● Formally scaled a global recruiting process for non-frontline roles by using labor market data to build diverse candidate slates for recruitment. ● Launched a new leadership competency model, The PPG Way to Lead, to connect our behaviors to our values, providing clarity and consistency for what great leadership looks like at PPG. ● Created a safe forum for conversations and storytelling around bias, discrimination and inclusion at a personal level by launching our Listen & Learn sessions. ● Our eight Employee Resource Networks (“ERNs”) have grown to more than 7,550 members and are active in more than 60 countries. Through 2022, there were more than 22,000 participants in more than 30 ERN-sponsored events. ● Expanded our Employee Assistance Program to include all global employees, ensuring access to a variety of tools and resources to manage the many facets of wellness. Our Communities At PPG, our community engagement supports our purpose to protect and beautify the world. Our efforts are focused on education, employee engagement and community sustainability, three areas that represent an intersection of our business strengths and our ability to create positive impacts across our communities, all while integrating and upholding our values of diversity, equity and inclusion. Our global giving totaled more than $16.2 million in 2022, supporting hundreds of community organizations worldwide. Within education, we seek to build the next generation of diverse and innovative leaders in science, technology, engineering and mathematics (“STEM”) through programs such as Girls in Tech initiative in Sumaré, Brazil, Centrum JongerenCommunicatie Chemie (C3) in Uithoorn, the Netherlands and X-Bots Robotics in Anaheim, California. In 2022, we invested $9.2 million in advancing STEM education, reaching 70% progress toward our commitment to invest $20 million by 2025 to advance racial equity in the U.S. by funding educational pathways for Black communities and people of color. Our community sustainability investments deliver community transformations through colorful spaces, support essential needs (particularly in times of disaster), and provide opportunities to thrive in the communities where we operate. We activate the time and talent of our employees to make a difference in our local communities. Our COLORFUL COMMUNITIES® program brings together PPG volunteers, PPG products and financial support to provide a fresh coat of paint and rejuvenation to community spaces. We completed 87 projects around the world in 2022, including 36 school makeovers as part of the program’s New Paint for a New Start campaign. Our Environment At PPG, we are committed to using resources efficiently, developing industry-leading sustainable solutions, and prioritizing decarbonization to protect the world for current and future generations. In 2022, we continued to advance our sustainability strategy, committed to the Science Based Target initiative and submitted Scope 1, 2 and 3 GHG emissions reduction targets for 2030 to the organization for validation. PPG will announce our 2030 sustainability goals in 2023. We also finalized our global sustainability organization, embedding ​ ​ ​ 8    2023 Proxy Statement ​ ​ Table of Contents sustainability business partners who work with customers to innovate solutions that enable our customers’ sustainability ambitions. Our sustainable paints, coatings and specialty materials create value and deliver sustainability benefits to our customers, suppliers and a variety of stakeholders. In 2022, we launched several sustainable offerings. One example is PPG INNOVEL® PRO, an internal beverage can coating that does not contain bisphenol-A (BPA) or bisphenol starting substances, and provides enhanced application, leading to less waste for infinitely recyclable aluminum beverage cans. PPG Innovel PRO earned a Cradle to Cradle Certified Material Health Certificate™ at the Platinum level. We have also initiated supplier collaborations to identify more sustainable raw material solutions for our products. Minimizing the environmental footprint of our operations is an ongoing focus, and our locations are guided by our 2025 sustainability goals. One example of our efforts to introduce more sustainable operations is our Adrian, Michigan, automotive adhesives and sealants manufacturing facility, which entered into a 1.5 megawatt (MW) agreement with Constellation that will help PPG purchase the clean, renewable energy equivalent to the annual electricity use of the facility. ​ ​ ​ ​ ​ ​ ​ 2022 Achievements ​ ​ ​ ​ ​ ​ ​ Sustainably Advantaged Products ​ ​ Energy Use ​ ​ Greenhouse Gas Emissions ​ ​ ​ ​ ​ ​ ​ 39% ​ ​ ⇩8% ​ ​ ⇩16% ​ ​ ​ ​ ​ ​ ​ 39% of sales from products and processes with improved sustainability, allowing customers to reduce their environmental impact ​ ​ 8% of reduction in energy use from our 2017 baseline ​ ​ 16% reduction in greenhouse gas emissions from our 2017 baseline ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Water Withdrawal ​ ​ Spill and Release Rate ​ ​ Waste Efficiency ​ ​ ​ ​ ​ ​ ​ ⇩11% ​ ​ ⇩20% ​ ​ ⇩ 21% ​ ​ ​ ​ ​ ​ ​ 11% reduction in water withdrawn from our 2017 baseline ​ ​ 20% reduction in PPG’s spill and release rate from our 2017 baseline ​ ​ 21% reduction in the quantity of waste disposed from our 2017 baseline ​ ​ Human Rights ​ We respect the dignity and human rights of all people. As stated in our Global Code of Ethics, available at www.ppg.com, we comply with all laws pertaining to freedom of association, privacy, collective bargaining, immigration, working time, and wages and hours in our operations throughout the world. We also uphold laws prohibiting forced, compulsory and child labor, human trafficking and employment discrimination. We are committed to valuing differences among us in experience, perspective, background, race, age, national origin, religion, sex, sexual orientation, gender identity and/or expression, culture, interests, geography and style. We strive for a collaborative environment in which everyone is embraced for their differences and has an equal chance to succeed. We base employment decisions on job qualifications and merit, which include education, experience, skills, ability and performance. We give equal employment opportunity to – and will not discriminate against – individuals on the basis of any status protected by applicable laws. ​ ​ ​ ​ ​ 2023 Proxy Statement    9 ��� Table of Contents Recognition PPG’s leadership and progress in key environmental, social and governance (“ESG”) areas has been recognized by reputable external organizations. Our recent awards include: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EcoVadisTM ​ ​ Human Rights Campaign Foundation ​ ​ Forbes ​ ​ ​ ​ ​ ​ ​ Gold Rating – better than 94% of companies surveyed ​ ​ Perfect Score on 2022 Corporate Equality Index ​ ​ America’s Best Large Employers ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ JUST Capital ​ ​ FTSE4Good® Index Series ​ ​ Newsweek ​ ​ ​ ​ ​ ​ ​ America’s Most JUST Companies 2023 ​ ​ Listed for fourth consecutive year in 2022 ​ ​ List of America’s Most Responsible Companies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Disability Equality Index® ​ ​ R&D Magazine’s R&D 100 Awards ​ ​ Forbes ​ ​ ​ ​ ​ ​ ​ Best Place to Work for Disability Inclusion ​ ​ COPPER ARMORTM and Comex VINIMEX® TOTAL antiviral and antibacterial paints ​ ​ America’s Best Employers for Veterans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Learn More You can learn more about PPG by visiting our website at www.ppg.com and PPG’s Sustainability Report website at www.sustainability.ppg.com, which highlights the Company’s sustainability achievements and progress against key ESG initiatives. In May, our latest ESG Report will be available with updates on the progress we made in 2022. ​ ​ ​ ​ ​ 10    2023 Proxy Statement ​ ​ Table of Contents ​ DIVERSITY OF OUR DIRECTORS We value boardroom diversity as integral to effective corporate governance. We believe that board diversity – gender, race, age, insight, background and professional experience – is a necessity that improves the quality of decision-making and strategic vision, and represents the kind of company we aspire to be. Our Board of Directors is representative of a diverse group of industries, geographies, cultural backgrounds, ethnic backgrounds, viewpoints and ages. The Nominating and Governance Committee seeks to find director candidates who have demonstrated executive leadership ability and who are representative of the broad scope of shareholder interests by identifying candidates from varied industries having diverse cultural or ethnic backgrounds, viewpoints and ages. The Nominating and Governance Committee believes that the current members of the Board provide this diversity. Below are self-identified diversity characteristics of our directors. ​ ​ ​ Gender International Origin Hispanic or Latino White / Caucasian American Indian Asian Black or African American ANGEL M ​ ​ √ ​ ​ ​ GRANT M √ ​ √ ​ ​ ​ HEALEY F √ √ √ ​ ​ ​ HEMINGER M ​ ​ √ ​ ​ ​ KNAVISH M ​ ​ √ ​ ​ ​ LAMACH M ​ ​ √ ​ ​ ​ LIGOCKI F ​ ​ √ ​ ​ ​ MCGARRY M ​ ​ √ ​ ​ ​ NALLY M ​ ​ √ ​ ​ ​ NOVO M ​ √ ​ ​ ​ ​ RICHENHAGEN M √ ​ √ ​ ​ ​ SMITH F ​ ​ √ √ ​ ​ ​ ​ ​ ​ ​ Independence ​ ​ Board Tenure ​ ​ Age ​ ​ ​ ​ 10 out of 12 directors are independent ​ ​ Diversity of Board Tenure ​ ​ ​ Mandatory Retirement Age of 72 ​ ​ ​ Board Refreshment ​ ​ Female Committee Chairs ​ ​ 9 out of 12 directors have been elected since the end of 2014 ​ ​ 2 out of 4 committees are chaired by women ​ ​ ​ ​ ​ 2023 Proxy Statement    11 ​ Table of Contents Since the end of 2012, the average age of our directors has decreased from 64 to 62 and our average director tenure has decreased from approximately 10 years to approximately seven years. Although our average director tenure has fallen with the addition of new directors, the Board believes that it is important to have longer-serving directors on the Board who have an intimate knowledge of our operations and our corporate philosophy. These longer-serving directors have also guided PPG through the peaks and troughs of the business cycle and can share this experience with our newer directors. ​ SKILLS, EXPERTISE AND EXPERIENCE OF OUR DIRECTORS The table below lists some of the key skills, experience and expertise possessed by our directors. The skills listed below are those that are valued by our Board in guiding PPG, a global manufacturer and retailer of high technology paints, coatings and specialty materials for industrial and consumer markets, with operations in approximately 70 countries and approximately $17.7 billion in sales, and in overseeing our strategy for future growth. A checkmark indicates a specific area of focus or expertise on which the Board particularly relies. The biographies of our directors include more information about our directors’ relevant skills, experience and qualifications. ​ ​ ​ Leadership Finance Manufacturing Global Mergers & Acquisitions Environment Retail / Marketing Technology Stephen  F. Angel √ √ √ √ √ √ √ √ Hugh Grant √ √ ​ √ √ √ √ √ Melanie L. Healey √ √ √ √ ​ ​ √ ​ Gary R. Heminger √ √ √ √ √ ​ √ ​ Timothy M. Knavish √ √ √ √ √ √ ​ √ Michael  W. Lamach √ √ √ √ √ √ ​ √ Kathleen A. Ligocki √ √ √ √ √ √ √ √ Michael H. McGarry √ √ √ √ √ √ √ √ Michael T. Nally √ √ √ √ ​ √ √ Guillermo Novo √ √ √ √ √ √ √ √ Martin H. Richenhagen √ √ √ √ √ ​ √ ​ Catherine R. Smith √ √ √ √ √ ​ √ ​ ​ ​ ​ ​ ​ 12    2023 Proxy Statement ​ ​ Table of Contents ​ PROPOSAL 1: Election of Directorsto Serve in a Class Whose Term Expires in 2021 AGE DIRECTOR SINCE PRINCIPAL OCCUPATION QUALIFICATIONS COMMITTEES OTHER BOARDS Victoria F. Haynes 70 Director since 2003 Retired President and CEO of RTI International Audit Technology and Environment Nucor Corporation Royal DSM N.V. Michael W. Lamach 54 Director since 2015 Chairman, President & CEO of Ingersoll-Rand plc Audit Officers‑Directors Compensation Ingersoll-Rand plc Martin H. Richenhagen 65 Director since 2007 Chairman, President & CEO of AGCO Corporation Audit Officers‑Directors Compensation AGCO Corporation Praxair, Inc. Director Experience Legend: 2025 2018 Proxy Statement    3 Table of Contents QUESTIONS AND ANSWERS Please see General matters beginning on page 70 for important information about the proxy materials, voting, the 2018 Annual Meeting and the deadlines to submit shareholder proposals and director nominees for the 2019 Annual Meeting of Shareholders. LEARN MORE ABOUT PPG You can learn more about PPG by visiting our website at www.ppg.com. Please also visit our Sustainability website at learn more about PPG’s sustainability initiatives and achievements and PPG’s community and employee engagement programs. 4    2018 Proxy Statement Table of Contents 2018 Proxy Statement    5 Table of Contents PROPOSAL 1: Election of Directors ThreeFive directors are nominated for election to a class that will serve until the 2021 annual meeting2025 Annual Meeting of shareholdersShareholders and until their successors have been duly elected and qualified, or their earlier retirement or resignation. It is intended that the shares represented by each proxy will be voted, in the discretion of the proxies, FOR the nominees for directors set forth below, each of whom is an incumbent, or for any substitute nominee or nominees designated by our Board of Directors in the event any nominee or nominees become unavailable for election. In the event that an incumbent director receives a greater number of votes against his or hertheir election than votes for such election, he or she isthey are required to tender his or hertheir resignation for consideration by the Nominating and Governance Committee of the Board of Directors in accordance with our Bylaws, as described on page 15 under “Director Resignation Policy.” The principal occupations of, and certain other information regarding, the nominees and our continuing directors are set forth below. In addition, information about each director’s specific experience, attributes and skills that led the Board to the conclusion that each of the directors is highly qualified to serve as a member of the Board is set forth below. Our Corporate Governance Guidelines require that any director who has attained the age of 72 retire at the next annual meeting following the director's 72nd birthday. In accordance with this policy, if elected, Dr. Haynes will retire at the 2020 Annual Meeting of Shareholders. The Board believes that each of the Company’s directors is highly qualified to serve as a member of the Board. Each of theour directors has contributed to the mix of skills, core competencies and qualifications of the Board. Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions with some of the most admired organizations in the world. Many of our directors also benefit from an intimate knowledge of our operations and corporate philosophy. The Board believes that each director’s service as the chairman,chair, chief executive officer, chief operating officer, president, chief financial officer or group president of a well‑respectedwell-respected company has provided the directors with skills that are important to serving on our Board. The Board has also considered the fact that all of our directors have worked for, or served on the boards of directors of, a variety of companies in a wide range of industries. Specifically, the Board has noted that our directors have skills that, among others, have made them particularly suited to serve as a director of PPG, a global manufacturer and retailer of high technology paints, coatings and specialty materials for industrial and consumer markets, with operations in more thanapproximately 70 countries.countries and approximately $17.7 billion in sales. The Board believes that through their varying backgrounds, our directors bring a wealth of experiences, new ideas and solutions to our Board. On October 20, 2022, the Board of Directors elected Timothy M. Knavish as a director of PPG, effective that day, and assigned him to the class of directors who are standing for election at the 2023 Annual Meeting. The Board assigned Mr. Knavish to the class of directors who are standing for election at the 2023 Annual Meeting as a matter of good corporate governance to bring him before the Company’s shareholders at the next annual meeting after his election to the Board. PPG’s Articles of Incorporation currently provide that the Board shall be divided into three classes as nearly equal in number as possible. At the 2022 Annual Meeting, PPG’s shareholders voted in favor of a Board-sponsored proposal to declassify the Board of Directors. On May 13, 2022, PPG’s Articles of Incorporation were amended to provide that all directors will be elected annually beginning at the 2025 Annual Meeting. The directors to be elected at the 2023 Annual Meeting will be elected to serve a two-year term. The directors to be elected at the 2024 Annual Meeting will be elected to serve a one-year term. At the 2025 Annual Meeting and at each meeting of shareholders thereafter, all directors will be elected annually. Vote Required Each director nominee who receives a majority of the votes cast (the number of shares voted “for” the director must exceed 50% of the votes cast with respect to that director) at the Annual Meeting will be elected as a director. THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. ​ ​ ​ ​ ​ ​ 2023 Proxy Statement    13 ​ Table of Contents A Tribute to Steven A. Davis 6    2018 Proxy Statement Table of Contents PPG director Steven A. Davis unexpectedly passed away on July 10, 2022 at the age of 64. Mr. Davis was elected as a director of PPG in 2019 and served on the Audit, Sustainability and Innovation and Nominating and Governance Committees during his tenure. Steve was a respected and trusted member of PPG's Board and our global family. His invaluable expertise and leadership had a dynamic impact on our organization. His involvement also extended deep into our organization through our Black Employee Network and other employee resource networks. Steve also participated in a variety of events and global webcasts involving our employees. His passion to help others grow and succeed made a positive impact throughout our organization and went well beyond his Board role. Earlier in 2022, Davis was included in the 16th Annual Directorship 100™ list of the nation's “Most Influential Corporate Directors and Governance Experts" by The National Association of Corporate Directors. The list recognized the most influential peer-nominated leaders in the boardroom and corporate governance community. Mr. Davis served as Chairman and Chief Executive Officer of Bob Evans Farms from 2006 to 2015. He also held a variety of leadership positions in the restaurant and consumer packaged goods industries, including President of Yum! Brands' Long John Silver's and A&W All-American Food Restaurants and other senior executive and operational positions at Yum! Brands and at Kraft General Foods. At the time of his passing, he served on the boards of directors of Albertsons Companies, Inc., American Eagle Outfitters, Inc., and Marathon Petroleum Corporation. He previously served on the boards of CenturyLink, Inc., Legacy Acquisition Corp., the Sonic Corp and Walgreens Boots Alliance. He also served on the International Board of Directors of the Juvenile Diabetes Research Foundation. ​ ​ ​ ​ ​ Nominees to Serve in a Class Whose Term Expires in 2025 The following directors, except Mr. Knavish who was elected to the Board in October 2022, were elected in 2020 for a three-year term expiring at the 2023 Annual Meeting. Under PPG’s amended Articles of Incorporation, at this Annual Meeting these directors will be elected for a two-year term expiring at the 2025 Annual Meeting. ​ 4 ​ -performance surface coatings, since October 31, 2018 upon the closing of the combination of Praxair, Inc. with Linde AG to form Linde plc. He served as Chairman of the Board, President and Chief Executive Officer of Praxair, Inc. from 2007 until October 31, 2018. Mr. Angel served as President and Chief Operating Officer of Praxair, Inc. from March to December 2006 and as Executive Vice President of Praxair, Inc. from 2001 to 2006. Prior to joining Praxair, Inc., Mr. Angel spent 22 years in a Class Whose Term Expires in 2021variety of management positions with General Electric Company. ​ Stephen F. Angel Victoria F. Haynes              Age:70 Retired President and Chief Executive Officer 67 Chairman of RTI Internationalthe Board of Linde plc Professional Experience: Dr. HaynesMr. Angel has been a Director of PPG since 2003.2010. He has been Chairman of the Board of Linde plc, a global producer and distributor of atmospheric and process gases and high-performance surface coatings, since March 1, 2022. Mr. Angel served as Chief Executive Officer and a director of Linde plc from October 31, 2018 upon the closing of the combination of Praxair, Inc. with Linde AG to form Linde plc until February 28, 2022. He served as Chairman of the Board, President and Chief Executive Officer of Praxair, Inc. from 2007 until October 31, 2018. Mr. Angel served as President and Chief Operating Officer of Praxair, Inc. from March through December 2006 and as Executive Vice President of Praxair, Inc. from 2001 to 2006. Prior to joining Praxair, Inc., Mr. Angel spent 22 years in a variety of management positions with General Electric Company.Mr. Angel is also a director of General Electric Company. Qualifications: Mr. Angel has diverse managerial and operational experience within the manufacturing industry. As the former Chief Executive Officer of Linde plc and a former senior operating executive at General Electric, Mr. Angel understands the challenges faced by a global manufacturer of diversified products, and his experience provides the Board with insight into sales and marketing and operational matters. ​ ​ ​ ​ 14    2023 Proxy Statement ​ ​ Table of Contents ​ ​ -off of the company in 2002. ​ Hugh Grant Age: 64 Retired Chairman of the Board and Chief Executive Officer of Monsanto Company Professional Experience: Mr. Grant has been a Director of PPG since 2005. Mr. Grant retired as Chairman of the Board and Chief Executive Officer of Monsanto Company, a global provider of technology-based solutions and agricultural products that improve farm productivity and food quality, on June 7, 2018 upon the closing of the merger of Monsanto Company and Bayer AG. Mr. Grant served as Chairman of the Board and Chief Executive Officer of Monsanto Company from 2003 until June 7, 2018. He previously served as Executive Vice President and Chief Operating Officer of Monsanto Company at the time of an initial public offering in 2000 and remained in that position for the subsequent spin-off of the company in 2002. Mr. Grant is also a director of Freeport-McMoRan Inc. and Linde plc. Qualifications: Mr. Grant has an extensive background in the global agricultural technology industry, having served in various positions at Monsanto Company, where he was the Chairman of the Board and Chief Executive Officer. Mr. Grant brings to the Board significant leadership, corporate governance, managerial and operational expertise gained from years of experience leading the operations of a large multinational company. ​ ​ ​ ​ ​ Company ​ ​ ​ ​ Melanie L. Healey Age: 61 Former Group President, North America of The Procter & Gamble Company Professional Experience: Ms. Healey has been a Director of PPG since 2016. She served as Group President at Procter & Gamble, one of the world’s leading providers of branded consumer packaged goods, from 2007 to 2015, serving as President and Advisor to the Chairman and Chief Executive Officer from January to June 2015; as Group President, North America from 2009 to 2015; and as Group President, Global Feminine and Health Care from 2007 to 2009. She previously served as President, Global Feminine Care and Adult Care Business from 2005 to 2007 and as Vice President and General Manager, Feminine Care North America from 2001 to 2005. Ms. Healey joined Procter & Gamble in 1990. She has more than 30 years of experience in the consumer goods industry having previously held positions with S. C. Johnson & Son, Inc. and Johnson & Johnson. Ms. Healey is also a director of Hilton Worldwide Holdings Inc., Verizon Communications Inc. and Target Corporation. Target Corporation has announced that Ms. Healey will not stand for re-election at Target's 2023 annual meeting of shareholders, which is expected to take place in June 2023. She will continue to serve as a director of Target until her current term on the board expires at Target’s 2023 annual meeting of shareholders. Qualifications: Ms. Healey has extensive experience in the consumer goods industry with three multinational companies. She has a thorough understanding of strategy, branding, consumer marketing and international operations, including 18 years working outside the United States. Ms. Healey brings to the Board significant marketing, brand building, managerial and international expertise gained from years of experience marketing consumer products to customers worldwide. ​ ​ ​ ​ ​ ​ 2023 Proxy Statement    15 ​ Table of Contents Timothy M. Knavish Age: 57 President and Chief Executive Officer of PPG Industries, Inc. ​ Professional Experience: Mr. Knavish has been a Director of PPG since October 2022. He has served as the President and Chief Executive Officer of RTI International, which performs scientific research and development in advanced technologies, public policy, environmental protection, and health and medicine,PPG since January 1, 2023. Mr. Knavish served as Chief Operating Officer from 1999 until 2012. She wasMarch 1, 2022 to December 31, 2022. Mr. Knavish previously served as Executive Vice President from October 2019 through February 2022, Senior Vice President, Architectural Coatings and President, PPG Europe, Middle East and Africa from January 2019 through September 2019, Senior Vice President, Industrial Coatings from October 2017 through December 2018, Senior Vice President, Automotive Coatings from March 2016 through September 2017, Vice President, Protective and Marine Coatings from August 2012 through February 2016 and Vice President, Automotive Coatings, Americas from March 2010 through July 2012. Mr. Knavish joined PPG in 1987. Qualifications: Mr. Knavish has been an employee of PPG for over 35 years and has served in executive level positions at PPG since 2010, providing him with significant knowledge of the Advanced Technology Groupcoatings industry. He has been a highly successful leader of businesses in both PPG’s Industrial Coatings and Performance Coatings segments, serving in a variety of key business and functional leadership roles in the United States, Europe and the Asia Pacific region. Mr. Knavish has been integral to PPG’s recent acquisition strategy, having led the acquisitions and integrations of Tikkurila Oyj, expanding PPG’s leading European position into Scandinavia, and Ennis-Flint to form PPG’s traffic solutions business. Mr. Knavish also has led PPG’s efforts to enhance PPG’s sales capabilities and digital offerings. ​ Guillermo Novo Age: 60 Chairman and Chief Executive Officer of Ashland Inc. Professional Experience: Mr. Novo has been a Director of PPG since 2021. He has been Chairman and Chief TechnicalExecutive Officer of BF Goodrich Company from 1992Ashland Inc. (formerly known as Ashland Global Holdings Inc.), a leading, global manufacturer of specialty materials for customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceuticals, since December 31, 2019. Prior to 1999. She is alsobecoming Chairman and Chief Executive Officer, Mr. Novo was an independent director of Ashland, joining the board in May 2019. Mr. Novo served as the President and Chief Executive Officer and a director of Nucor CorporationVersum Materials, Inc. from 2016 until its sale in 2019. Previously, Mr. Novo served as Executive Vice President, Materials Technologies of Air Products and Royal DSM N.V. Dr. HaynesChemicals, Inc. from 2014 to 2016, leading the spin-off of Versum Materials from Air Products and Chemicals. He joined Air Products and Chemicals in 2012 as Senior Vice President, Electronics, Performance Materials, Strategy and Technology. Prior to joining Air Products and Chemicals, Mr. Novo was employed by the Dow Chemical Company where he most recently served as Group Vice President, Dow Coating Materials. He began his career in 1986 with Rohm and Haas Company (which merged with Dow in 2009) and held a variety of commercial, marketing, and general management positions, living in South America, the United States and Asia. In 1998, Mr. Novo was named a Vice President at Rohm and Haas, and in 2006 he became a corporate officer and one of five group executives on the corporate leadership team responsible for driving the overall strategy for the company. Mr. Novo served as a director of Archer Daniels Midland CompanyVersum Materials, Inc. from 2007 through 20112016 to 2019 and as a director of Axiall CorporationBemis Company, Inc. from 2013 through August 2016.2018 to 2019 when Bemis was acquired by Amcor plc. Qualifications: Mr. Novo’s over 30 years in the specialty chemicals and specialty materials industry brings to the Board extensive understanding of our business, including the perspective of a strategic raw material supplier to the specialty chemicals industry. He also has significant experience and knowledge in the areas of business strategy, mergers and acquisitions in the chemicals industry, global business operations, manufacturing and corporate governance. ​ ​ ​ ​ 16    2023 Proxy Statement ​ ​ Table of Contents ​ ​ ​ Continuing Directors—Term Expires in 2024 The following directors were elected in 2021 for a three-year term expiring at the 2024 Annual Meeting. Under PPG’s amended Articles of Incorporation, at the 2024 Annual Meeting these directors will be elected for a one-year term expiring at the 2025 Annual Meeting. ​ Michael W. Lamach Qualifications: Dr. Haynes is a leader in advanced technology and research. Her previous service as President Age: 59 Retired Executive Chair and Chief Executive Officer of RTI International as well as her scientific leadership positions with BF Goodrich Company provide her with insight into the research and development issues currently faced by global companies. Dr. Haynes’ science background, coupled with her experience leading a high technology institution, is a valuable resource for the Board when reviewing our technological innovations. Michael W. Lamach Trane Technologies plc Age: 54 Chairman, President and Chief Executive Officer of Ingersoll-Rand plc Professional Experience: Mr. Lamach has been a Director of PPG since 2015. He has been theserved as Executive Chair of Trane Technologies plc, a global leader in climate control and climate-focused innovations for buildings, homes and transportation, from July 1, 2021 until his retirement on December 31, 2021. Previously, Mr. Lamach served as Chairman President and Chief Executive Officer of Ingersoll‑RandTrane Technologies from its separation from Ingersoll-Rand plc a diversified manufacturer and services provider of climate and refrigeration systems, industrial technologies and small electric vehicles, since June 2010 and a director sincein February 2010. Previously,2020 to July 1, 2021. Mr. Lamach served in several roles with Ingersoll‑Rand,Ingersoll-Rand, including Chairman and Chief Executive Officer from June 2010 to February 2020, Director from February 2010 to February 2020, President and Chief Executive Officer from February 2010 to June 2010; President and Chief Operating Officer from February 2009 to February 2010; President of Trane Commercial Systems from June 2008 to February 2009; and President of the Security Technologies Sector from February 2004 to June 2008. Prior to joining Ingersoll‑Rand,Ingersoll-Rand, Mr. Lamach spent 17 years in a variety of management positions with Johnson Controls. Mr. Lamach is also a director of Nucor Corporation. He served as a director of Iron Mountain, Inc. from 2007 to 2015.2015 and as Chair of the Board of the National Association of Manufacturers. Qualifications: During this 30‑yearhis career, Mr. Lamach has leadled a number of businesses serving different end‑useend-use markets, including automotive components, controls, security systems and HVAC systems. As former Chairman President and Chief Executive Officer of Ingersoll‑RandTrane Technologies plc and previously of Ingersoll-Rand plc, he brings to the Board experience leading a global companycompanies that sellssell a diverse range of products and services to both industrial and consumer customers. Mr. Lamach’s past service onas the Executive CommitteeChair of the Board of the National Association of Manufacturers provides him with keen insight into the challenges facing manufacturers. ​ Martin H. Richenhagen Director Experience Legend: 2018 Proxy Statement    7 Table of Contents Age: 70 Martin H. Richenhagen Age: 65 Retired Chairman, President and Chief Executive Officer of AGCO Corporation Professional Experience: Mr. Richenhagen has been a Director of PPG since 2007. He has beenserved as Chairman, President and Chief Executive Officer of AGCO Corporation, an agricultural equipment manufacturer since 2006.from 2006 through December 2020. From 2004 to 2006, he served as President and Chief Executive Officer of AGCO. From 2003 to 2004, Mr. Richenhagen was Executive Vice President of Forbo International SA, a Swiss flooring materials company. From 1998 to 2003, he was with CLAAS KgaA MbH, a German‑basedGerman-based manufacturer of agricultural and forest machinery, serving as Group President from 2000 until 2003. Mr. Richenhagen is also a director of Linde plc, Daimler Truck Holding AG and Chair of the Board of Axios Sustainable Growth Acquisition Corporation. Mr. Richenhagen was a director of Praxair, Inc. from 2015 until the closing of its combination with Linde AG in October 2018 to form Linde plc. Qualifications: Mr. Richenhagen has been leadingled global manufacturing companies for many years. As Chairman, President and Chief Executive Officer of AGCO Corporation, he leadsled a global manufacturer of agricultural equipment with dealers and distributors in more than 140 countries worldwide. Mr. Richenhagen brings considerable international business experience to the Board, having served as a senior executive at multinational companies located in Europe and the United States. ​ ​ ​ ​ ​ ​ 2023 Proxy Statement    17 ​ Table of Contents Catherine R. Smith Director Experience Legend: Age: 59 Chief Financial and Administrative Officer of Bright Health Group, Inc. 8    2018 Proxy Statement Table of Contents Continuing Directors—Term Expires in 2019 James G. Berges                        Age: 70 Partner, Clayton, Dubilier & Rice, LLC Professional Experience: Mr. BergesMs. Smith has been a Director of PPG since 2000. He became2019. She has been Chief Financial and Administrative Officer of Bright Health Group, Inc., a partnerdiversified, consumer-focused healthcare company providing a broad range of benefits and services to consumers and care providers in Clayton, Dubilier & Rice, LLC, a private equity investment firm, in 2006.local markets throughout the United States, since January 2020. Prior to that, hejoining Bright Health, Ms. Smith was President of Emerson Electric Co. from 1999 until his retirement in 2005. Emerson Electric Co. is a global manufacturer of products, systems and services for industrial automation, process control, HVAC, electronics and communications, and appliances and tools. Mr. Berges is also a director of NCI Building Systems, Inc. and Atkore International Group Inc. and serves as Chairman of Core & Main LP, a portfolio company of Clayton, Dubilier & Rice. Mr. Berges served as Chairman of Sally Beauty Holdings, Inc. from 2006 to 2012, as Chairman of HD Supply, Inc. from 2007 to 2015 and as Chairman of Hussmann International, Inc. from 2012 to 2016. Qualifications: Mr. Berges is a partner with private equity investment firm Clayton, Dubilier & Rice, where he works with portfolio companies in a wide range of industries to improve their operations. Previously, he served as President of Emerson Electric Company, a diversified global technology company. As a result of Mr. Berges’ experience advising and serving on the boards of directors of numerous companies, he can draw from a diverse set of leadership experiences and operational and governance perspectives. John V. Faraci                          Age: 68 Retired Chairman and Chief Executive Officer of International Paper Company Professional Experience: Mr. Faraci has been a Director of PPG since 2012. Mr. Faraci retired as Chairman and Chief Executive Officer of International Paper, a global manufacturer of paper and packaging products, in December 2014. Mr. Faraci was named Chairman and Chief Executive Officer of International Paper in November 2003. Earlier in 2003, Mr. Faraci was elected President and a director of International Paper. He previously served as Executive Vice President and Chief Financial Officer of International PaperTarget Corporation, a customer-centric, omnichannel retailer with approximately 2,000 stores in the United States, from 2000September 2015 to 2003 and as SeniorNovember 2019. From February to December 2014, Ms. Smith was Executive Vice President—FinancePresident and Chief Financial Officer from 1999of Express Scripts Holding Company, a Fortune 20 company and the United States’ largest pharmacy benefit manager, leaving the company in March 2015. Prior to 2000. Mr. FaraciExpress Scripts, Ms. Smith held Chief Financial Officer positions at Walmart International, GameStop Corp., Centex Corp. and others. Ms. Smith is also a director of United Technologies Corporation and ConocoPhillips. Baxter International Inc. Qualifications:Mr. Faraci Ms. Smith has significant leadership and financial expertise gained from years of service at a large multinational manufacturing company. Heleading the complex finance organizations of some of the largest companies in the United States. Her experience in financial reporting, accounting and internal controls brings valuable expertise to the Board. In addition, Ms. Smith has served as both the Chief Executive Officer and Chief Financial Officer of International Paper Company, where he led a transformation to refocus International Paper on its paper and packaging business. Mr. Faraci's experience repositioning International Paper provides useful guidance as PPG transforms its business to focus on coatings products. Mr. Faraci also has international operational expertise gained from years ofextensive experience leading retail companies with a large multinational companynational and his experience leading oneinternational footprint similar to that of International Paper's former international subsidiaries.PPG. ​ ​ Continuing Directors—Term Expires in 2025 The following directors were elected in 2022 for a three-year term expiring at the 2025 Annual Meeting. Under PPG���s amended Articles of Incorporation, at the 2025 Annual Meeting these directors will be elected for a one-year term expiring at the 2026 Annual Meeting. ​ Director Experience Legend: consolidated master limited partnerships formed by Marathon Petroleum Corporation. ​ ​ ​ Gary R. Heminger 2018 Proxy Statement    9 Table of Contents Age: 69 Gary R. Heminger                          Age: 64 Retired Chairman President and Chief Executive Officer of Marathon Petroleum Corporation Professional Experience: Mr. Heminger has been a Director of PPG since July 2017. Mr. Heminger has beenretired as Chairman and Chief Executive Officer of Marathon Petroleum Corporation since 2016 and itsin April 2020. He became Chief Executive Officer since 2011.of Marathon Petroleum Corporationin 2011 and became Chairman of the Board in 2016. Marathon Petroleum is one of the largest independent petroleum product refining, marketing, retail and pipeline transportation companies in the United States. Since 2012, Mr. Heminger has served as Chairman of the Board and Chief Executive Officer of MPLX GP LLC, a wholly owned, indirect subsidiary of Marathon Petroleum Corporation and the general partner of MPLX LP, a consolidated master limited partnership formed to own and operate midstream energy infrastructure assets. Mr. Heminger has spent over 4045 years in a variety of leadership, financial and marketing positions with Marathon.Marathon Petroleum. From 2011 to 2017, he served as President and Chief Executive Officer of Marathon Petroleum Corporation, (maintaining the Chief Executive Officer role in 2017) and from 2001 to 2011, Mr. Heminger served as both Executive Vice President – Downstream, Marathon Oil Corporation and as President of Marathon Petroleum Company LLC. Previously, he served as Executive Vice President, Supply, Transportation and Marketing for Marathon Ashland Petroleum from January to September 2001,2001; as Senior Vice President, Business Development from 1999 to January 20012001; and as Vice President, Business Development from 1998 to 1999. From 2012 to April 2020, Mr. Heminger also served as Chairman of the Board and Chief Executive Officer of MPLX GP LLC, a wholly owned, indirect subsidiary of Marathon Petroleum and the general partner of MPLX LP, a consolidated master limited partnership formed to own and operate midstream energy infrastructure assets. Mr. Heminger is also a director of MPLX LP and Fifth Third Bancorp. Qualifications:Mr. Heminger has significant leadership and financial expertise gained from years of service at a large petroleum product refining, transport, marketing and retail company. His over 40 years of experience leading a complex manufacturing and marketing business provides useful guidance in managing PPG’s complex organization with many of the same challenges and opportunities as faced by PPG. Mr. Heminger also brings to the Board marketing and retail expertise gained from overseeing Marathon Petroleum Corporation’s extensiveformer network of gasoline retail locations and convenience stores. ​ ​ ​ ​ ​ 18    2023 Proxy Statement ​ ​ Table of Contents ​ ​ ​ ​ , and from 2012 to 2014 she was an operating partner at Kleiner Perkins Caufield & Byers, a top venture capital firm. From 2010 to 2012, Ms. Ligocki was President and Chief Executive Officer and a director of Next Autoworks, a start-up automobile manufacturer. From 2008 to 2010, she served as principal at Pine Lake Partners, a consultancy for start-up companies, and from 2008 to 2009 she was President and Chief Executive Officer of start-up Mexican automobile manufacturer and retailer, GS Motors, owned by Grupo Salinas, a Mexican conglomerate. From 2003 to 2007, Ms. Ligocki was Chief Executive Officer of Tower Automotive, a Fortune 1000 automotive supplier. Her previous experience includes executive leadership positions in global operations at Ford Motor Company and United Technologies Corporation as well as various leadership roles at General Motors Corporation. Ms. Ligocki is also a director of Lear Corporation and Carpenter Technology Corporation and served as a director of Ashland Inc. from 2004 to 2014. ​ Kathleen A. Ligocki Age: 66 Former Chief Executive Officer of Agility Fuel Solutions, LLC Professional Experience: Ms. Ligocki has been a Director of PPG since 2020. Ms. Ligocki served as Chief Executive Officer of Agility Fuel Solutions, LLC, a leading manufacturer of natural gas solutions for medium and heavy-duty vehicles in North America, from 2015 to 2019. From 2014 to 2015, she was President and Chief Executive Officer and a director of start-up company, Harvest Power, Inc., a leading organic waste management company in North America, and from 2012 to 2014 she was an operating partner at Kleiner Perkins Caufield & Byers, a top venture capital firm. From 2010 to 2012, Ms. Ligocki was President and Chief Executive Officer and a director of Next Autoworks, a start-up automobile manufacturer. From 2008 to 2010, she served as principal at Pine Lake Partners, a consultancy for start-up companies, and from 2008 to 2009 she was President and Chief Executive Officer of start-up Mexican automobile manufacturer and retailer, GS Motors, owned by Grupo Salinas, a Mexican conglomerate. From 2003 to 2007, Ms. Ligocki was Chief Executive Officer of Tower Automotive, a Fortune 1000 automotive supplier. Her previous experience includes executive leadership positions in global operations at Ford Motor Company and United Technologies Corporation as well as various leadership roles at General Motors Corporation. Ms. Ligocki is also a director of Carpenter Technology Corporation and Lear Corporation. She served as a director of Qell Acquisition Corp. from October 2020 to December 2021 and as a director of Ashland Inc. from 2004 to 2014. Qualifications: Ms. Ligocki has diverse senior leadership experience in the automotive and transportation industry, a key customer for PPG’s products. As the chief executive officer of several start-up and early stage companies, she brings to the Board significant understanding of the importance of innovation and the process of bringing new ideas to market. Ms. Ligocki also has substantial experience managing the manufacturing and operations of multinational companies. ​ ​ Michael H. McGarry                     Age: 60 65 Executive Chairman and former Chairman and Chief Executive Officer of PPG Industries, Inc. Professional Experience: Mr. McGarry has been a directorDirector of PPG since 2015. Mr. McGarry has beenbecame Executive Chairman of PPG on January 1, 2023. He served as Chairman and Chief Executive Officer of PPG sincefrom September 1, 2016.2016 to December 31, 2022. Previously, he served as President and Chief Executive Officer from September 1, 2015 to September 1, 2016, President and Chief Operating Officer from March 2015 until September 1, 2015 and Chief Operating Officer from August 2014 until March 2015. Mr. McGarry has also served as Executive Vice President from 2012 until 2014; Senior Vice President, Commodity Chemicals from 2008 until 2012; Vice President, Coatings, Europe, and Managing Director, PPG Europe from 2006 until 2008; and Vice President, Chlor-Alkali and Derivatives from 2004 to 2006. He joined PPG in 1981. Mr. McGarry is also a director of United States Steel Corporation and Shin-Etsu Chemical Co. Ltd. and served as a director of Axiall Corporation from 2013 through August 2016. He also served as Chairman of the American Coatings Association. Qualifications: Mr. McGarry has been an employee of PPG for over 3540 years and has served in executive level positions at PPG since 2004.2004, providing him with a nearly unparalleled knowledge of the coatings industry. He has served in a variety of key business and functional leadership roles in the United States, Europe and Asia. Mr. McGarry has been at the forefront of PPG’s portfolio transformation, leadinghaving led: the acquisition of SigmaKalon; the separation of PPG’s former commodity chemicals business; the acquisition and integration of AkzoNobel’s North American architectural coatings business; the acquisition of Consorcio Comex, S.A. de C.V.; and the dispositions of PPG’s flat glass and fiber glass businesses. Mr. McGarry also has extensive product stewardship, manufacturing and logistics experience gained through years of working in PPG’s former commodity chemicals business. ​ ​ ​ ​ ​ ​ 2023 Proxy Statement    19 ​ Table of Contents Michael T. Nally Director Experience Legend: Age: 47 Chief Executive Officer and Director of Generate Biomedicines, Inc. and CEO-partner of Flagship Pioneering 10    2018 Proxy Statement Table of Contents Continuing Directors—Term Expires in 2020 Stephen F. Angel Age: 62 Chairman of the Board, President and Chief Executive Officer of Praxair, Inc. Professional Experience: Mr. AngelNally has been a Director of PPG since 2010.2021. He has been Chairman of the Board, President and Chief Executive Officer of Praxair,Generate Biomedicines, Inc., a global producer and distributor of atmospheric and process gases and high‑performance surface coatings,company that uses machine learning algorithms to design biological compounds to combat disease, since 2007. Before being named to his current position,March 31, 2021. Previously, Mr. Angel served as President and Chief Operating Officer of Praxair, Inc. from March to December 2006 and as Executive Vice President of Praxair, Inc. from 2001 to 2006. Prior to joining Praxair, Inc., Mr. Angel spent 22 years in a variety of management positions with General Electric Company. Qualifications: Mr. Angel has diverse managerial and operational experience within the manufacturing industry. As the Chairman, President and Chief Executive Officer of Praxair, Inc. and a former senior operating executive at General Electric, Mr. Angel understands the challenges faced by a global manufacturer of diversified products, and his experience provides the Board with insight into sales and marketing and operational matters. Hugh Grant Age: 59 Chairman of the Board and Chief Executive Officer of Monsanto Company Professional Experience: Mr. Grant has been a Director of PPG since 2005. HeNally was named Executive Vice President and Chief OperatingMarketing Officer of MonsantoMerck & Co., Inc., a leading, global health care company that delivers innovative health solutions through prescription medicines, vaccines, biologic therapies and animal health products, from January 2019 to March 31, 2021. Mr. Nally led Merck’s human health business and was responsible for developing Merck’s growth strategy and commercialization model. From September 2016 to January 2019, Mr. Nally served as President, Global Vaccines and delivered significant business growth and a dramatic increase in the reach and public health impact of pediatric, adolescent and adult vaccines. He served as Managing Director, United Kingdom and Ireland from January 2014 through August 2016. Previously, Mr. Nally served in key management positions in strategic initiatives, commercial operations, business development and investor relations after joining Merck in 2003. Qualifications: Mr. Nally’s leadership experience in the pharmaceutical industry brings to the Board extensive understanding of the research and development process and the importance of product innovation to growth. He also has valuable experience commercializing new technologies and marketing products to consumers. Mr. Nally also has experience managing significant global businesses for a multinational company. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 20    2023 Proxy Statement ​ ​ Table of Contents CORPORATE GOVERNANCE ​ ​ ​ ​ ​ ​ ​ ​ Our Governance Highlights √ 10 of 12 directors are independent ​ √ Board oversight of Company strategy √ All Board committee members are independent ​ √ Annual Board and committee self-evaluations √ Majority voting in uncontested elections ​ √ Extensive shareholder engagement √ No dual class structure; each shareholder gets one vote per share ​ √ Independent directors regularly meet without management present √ Proxy access right with market terms ​ √ No poison pill √ Strong independent Lead Director with clearly defined duties that are publicly disclosed ​ ​ ​ ​ BOARD OF DIRECTORS Chairman: Michael H. McGarry ​ Board’s Emphasis on Strategy PPG’s Board is actively engaged in developing our strategy and overseeing its execution, including major business and organizational initiatives, capital allocation priorities and potential business development opportunities. The Board devotes at least one full day each year to reviewing and formulating our strategy. Throughout the year, the Board uses its experience in manufacturing, global business, science and technology, and marketing to oversee the execution of our strategy and capital allocation and works with senior management to guide our strategy. Independent Lead Director:Hugh Grant ​ ​ Meetings: 8 ​ 10 of 12 PPG Directors are Independent ​ ​ √Our independent directors meet separately, without any management present, at each meeting of the Board. ​ √Each of the Board’s standing committees regularly meets without members of management present. ​ √Management succession is regularly discussed by the Board with Mr. McGarry, Mr. Knavish and PPG’s Vice President and Chief Human Resources Officer. ​ √The Lead Director presides over the independent director sessions at each meeting and facilitates communications and serves as a global providerliaison between the independent directors, the Executive Chairman and the Chief Executive Officer. ​ ​ ​ ​ ​ 99% ​ The average attendance at meetings of technology-based solutionsthe Board and agricultural products that improve farm productivitycommittees during 2022 was 99%, and food quality,no incumbent director attended less than 75% of the total number of meetings of the Board and committees on which such director served. PPG does not have a formal policy requiring attendance at the annual meeting of shareholders; however, all directors serving at the time of an initial public offering in 2000 and remained in that position for the subsequent spin‑off2022 Annual Meeting of Shareholders attended the company in 2002. Mr. Grant was named to his current position in 2003. Qualifications: Mr. Grant has an extensive background in the global agricultural technology industry, having served in various positions at Monsanto Company, where he is currently the Chairman of the Board and Chief Executive Officer. Mr. Grant brings to the Board significant leadership, managerial and operational expertise gained from years of experience leading the operations of a large multinational company. Director Experience Legend: meeting. 2018 Proxy Statement    11 Table of Contents Melanie L. Healey Age: 56 Former Group President, North America of The Procter & Gamble Company Professional Experience: Ms. Healey has been a Director of PPG since 2016. She served as Group President at Procter & Gamble, one of the world’s leading providers of branded consumer packaged goods, from 2007 to 2015, serving as President and Advisor to the Chairman and Chief Executive Officer from January to June 2015, as Group President, North America from 2009 to 2015 and as Group President, Global Feminine and Health Care from 2007 to 2009. She previously served as President, Global Feminine Care and Adult Care Business from 2005 to 2007 and as Vice President and General Manager, Feminine Care North America from 2001 to 2005. Ms. Healey joined Procter & Gamble in 1990. She has more than 30 years of experience in the consumer goods industry having previously held positions with S. C. Johnson & Son, Inc. and Johnson & Johnson. Ms. Healey is also a director of Hilton Worldwide Holdings Inc., Target Corporation and Verizon Communications Inc. Qualifications: Ms. Healey has extensive experience in the consumer goods industry with three multinational companies. She has a thorough understanding of strategy, branding, consumer marketing and international operations, including 18 years working outside the United States. Ms. Healey brings to the Board significant marketing, brand building, managerial and international expertise gained from years of experience marketing consumer products to customers worldwide. Michele J. Hooper Age: 66 President and Chief Executive Officer of The Directors’ Council Professional Experience: Ms. Hooper has been a Director of PPG since 1995. In 2003, she co‑founded, and became the Managing Partner of, The Directors’ Council, a private company that works with corporate boards to increase their independence, effectiveness and diversity. She was named to her current position in 2009. Ms. Hooper was President and Chief Executive Officer of Voyager Expanded Learning, a developer and provider of learning programs and teacher training for public schools, from 1999 until 2000. Prior to that, she was President and Chief Executive Officer of Stadtlander Drug Company, Inc., a provider of disease‑specific pharmaceutical care from 1998 until Stadtlander was acquired in 1999. Ms. Hooper is also a director of UnitedHealth Group Incorporated. She served as a director of Warner Music Group from 2006 to 2011 and as a director of AstraZeneca plc from to 2003 to 2012. Qualifications: Ms. Hooper is an expert in corporate governance and board diversity. As President and Chief Executive Officer of The Directors’ Council, she works with major companies to enhance the effectiveness of their corporate governance. Ms. Hooper also has significant experience leading the audit committees of several major companies, including a 14-year tenure as chair of PPG’s Audit Committee. In addition to having chaired PPG’s Audit Committee, she serves on or has served on the audit committees of UnitedHealth Group, AstraZeneca (Chair), Warner Music Group (Chair), Seagram Company Ltd. and Target Corporation (Chair). In addition, Ms. Hooper has served as a Public Board Member and former Vice Chair of the Center for Audit Quality, Chair of the CAQ Initiative for Deterring and Detecting Financial Reporting Fraud, and co‑Chair of the National Association of Corporate Directors Blue Ribbon Commission on Audit Committee Responsibilities. Ms. Hooper’s experience as a senior executive at a range of companies and her corporate governance and accounting expertise provides the Board with a unique set of skills that enhances the Board’s leadership and oversight capabilities. Director Experience Legend: 12    2018 Proxy Statement Table of Contents CORPORATE GOVERNANCE Board Composition, Refreshment and Diversity PPG’s business, property and affairs are managed under the direction of the Board of Directors. The Board is currently comprised of 1112 members, divided into three classes. Terms of the classes are staggered, with one class standing for election each year. The Board has placed onAt the ballot for theCompany’s 2022 Annual Meeting, shareholders approved a Board-sponsored proposal to amend PPG’s Articles of Incorporation to provide for the annual election of all directors. Please see Proposal 3 for more information.Pursuant to PPG’s amended Articles of Incorporation, all directors will be elected annually beginning at PPG’s 2025 Annual Meeting. The Board is elected by our shareholders to oversee management of the Company in the long‑termlong-term interests of all shareholders. The Board also considers the interests of other constituencies,stakeholders, which include customers, employees, retirees, suppliers, the communities we serve and the environment. The Board strives to ensure that PPG conducts business in accordance with the highest standards of ethics and integrity. ​ ​ ​ ​ 2023 Proxy Statement    21 ​ Table of Contents The Board of Directors seeks to maintain an appropriate balance of directors with varying tenure, diversity and skills. The Nominating and Governance Committee continually evaluates potential director candidates with the goal of finding directors whose skills complement the skills of PPG’s current directors, who add to the expertise of the Board as a whole and who have experience to contribute insight into our strategy. Using a skills matrix that includes the experience and skills of our current directors and keeping in mind the skills that the Board believes would add to the capabilities and knowledge of our Board, the Nominating and Governance Committee regularly reviews the skills and experience of our directors and newpotential director candidates. More information about the skills and experience of our directors can be found in the matrix on page 12 and within the biographies of our directors beginning on page 14. Our Corporate Governance Guidelines require that any director who has attained the age of 72 retire at the next annual meeting following the director's 72nd birthday. FourNine new directors have joined the Board since 2015.the end of 2014. Since the end of 2012, the average age of our directors has decreased from 64 to 6362 and our average director tenure has decreased from approximately 10 years to 8.5approximately seven years. Although our average tenure has fallen with the addition of new directors, the Board believes that it is important to have longer-serving directors on the Board who have an intimate knowledge of our operations and our corporate philosophy. These longer-serving directors have also guided PPG through the peaks and troughs of the business cycle and can share this experience with our newer directors. The Nominating and Governance Committee does not a have formal policy with regard to the consideration of diversity in identifying director candidates. However, we endeavor to have a Board representing diverse experience at policy‑makingpolicy-making levels in business, government, education and technology, and in areas that are relevant to the Company’s global activities. The Nominating and Governance Committee seeks to find director candidates who have demonstrated executive leadership ability and who are representative of the broad scope of shareholder interests by identifying candidates from diversevaried industries having diverse cultural backgrounds,or ethnic backgrounds, viewpoints and ages. The Nominating and Governance Committee believes that the current members of the Board provide this diversity as five of our 11 directors are diverse baseddiscussed more specifically on gender, ethnicity and cultural background.page 11. Corporate Governance Guidelines and Board Self-Evaluation The Board has adopted Corporate Governance Guidelines. These guidelines are revised from time to time to better address particular needs as they change over time. In 2014, the Board revised the Corporate Governance Guidelines to include additional responsibilities for the Company’s Lead Director. In 2015, the Board revised the Corporate Governance Guidelines to better delineate the responsibilities of the Chairman of the Board and those of the Chief Executive Officer. The Corporate Governance Guidelines may be accessed from the Corporate Governance section of our website at www.ppg.com/investor. The Board has a program for orienting new directors and for providing continuing education for all directors, including the reimbursement of expenses for continuing education. The Board annually evaluates its own performance and that of the individual committees. The evaluation process is coordinated by the Nominating and Governance Committee and has three parts: committee self‑assessments, full Board evaluations and evaluations of the individual directors in the class whose term is expiring at the next annual meeting. The committee self‑assessments consider whether and how well each committee has performed the responsibilities listed in its charter. The full Board evaluations consider the committee self‑assessments, as well as the quality of the Board’s meeting agendas, materials and discussions. All assessments and evaluations focus on both strengths and opportunities for improvement. Director Independence In accordance with the rules of the New York Stock Exchange, the Board affirmatively determines the independence of each director and nominee for election or appointment as a director in accordance with the categorical guidelines it has adopted, which include all objective standards of independence set forth in the exchange listing standards. Based on these standards, at its meeting held on February 15, 2018,16, 2023, the Board determined that each of the following non‑employeenon-employee directors is independent and has no material relationship with PPG, except as a director and shareholder: ​ ​ Stephen F. Angel Kathleen A. Ligocki Hugh Grant Michael T. Nally Melanie L. Healey Guillermo Novo Gary R. Heminger Martin H. Richenhagen James G. Berges Melanie L. Healey John V. Faraci Michele J. Hooper 2018 Proxy Statement    13 Table of Contents Hugh Grant Michael W. Lamach Victoria F. Haynes Martin H. RichenhagenCatherine R. Smith In addition, based on such standards, the Board affirmatively determined that Michael H. McGarry isand Timothy M. Knavish are not independent because he is an officerthey are officers of PPG. The categorical independence standards adopted by the Board are contained in the Corporate Governance Guidelines, which may be accessed from the Corporate Governance section of our website at www.ppg.com/investor.investor.ppg.com. Board Leadership Structure and Risk Oversight We havebelieve our Board leadership structure provides the appropriate balance of independent directors and management directors. Throughout 2022, we had a traditional board leadership structure under which Mr. McGarry servesserved as our Chairman of the Board and Chief Executive Officer. Beginning on January 1, 2023, Mr. McGarry became PPG’s Executive Chairman and Mr. Knavish became PPG’s President and Chief Executive Officer. Having a combined position of Chairman and Chief Executive Officer or an Executive Chairman is only one element of our leadership structure, which also includes an independent Lead Director and Chairman of the Board.active, independent non-employee directors. We currently have ten other10 non-employee directors, each of whom is independent. Our Board has four standing committees, each of which is comprised solely of independent directors with aan independent committee chair. The Board has determined that the appropriate structure for the Board at this time is for Mr. McGarry, our former Chief Executive Officer, to serve as Executive Chairman of the Board, while also providing for the counterbalance of a strong independent Lead Director role, fully independent Board committees, and other good governance practices. ​ ​ ​ 22    2023 Proxy Statement ​ ​ Table of Contents The Board believes that Mr. McGarry is the best person to serve as Chairman because he is the director most familiar with our business and industry and the director most capable of identifying strategic priorities, communicating these to the Board and executing our business strategy. The Board believes the combined role ofMr. McGarry’s service as Executive Chairman and Chief Executive Officer serves ascreates a highly effective bridge between the Board and management and provides the leadership to execute our business strategy and create shareholder value. We believe our Board leadership structure provides the appropriate balance of independent directors and management directors to work together to represent the interests of our entire shareholder base. In addition, having one personMr. McGarry continue to serve as bothExecutive Chairman and Chief Executive Officer demonstrates to our employees, suppliers, customers, shareholders and other stakeholders that PPG has strongundertaken a thoughtful and measured leadership settingtransition. Mr. McGarry’s Board leadership will allow for the tonecontinued, orderly transition of the Chief Executive Officer role to Mr. Knavish and havingwill allow Mr. McGarry to continue to mentor Mr. Knavish as he begins his tenure as PPG’s Chief Executive Officer. Having Mr. McGarry serve as Executive Chairman also provides the responsibilityBoard time to consider the best Board leadership approach for managing our operations. Having a single leader eliminatesPPG after Mr. McGarry retires based on the potential for confusion and provides clear leadership for PPG. We believe that ourCompany’s current circumstances. Our Board consists of directors with significant leadership skills, as discussed above. All of our independent directors have served as the chairman, chief executive officer, president, chief financial officer or group president of other companies. Accordingly, we believe that our independent directors have demonstrated leadership in large enterprises and are well versed in board processes and that having directors with significant leadership skills benefits our Company and our shareholders. In accordance with our Bylaws and our Corporate Governance Guidelines, the Chairman is responsible for chairing Board meetings and setting the agenda for these meetings. Each director also may suggest items for inclusion on the agenda and may raise at any Board meeting subjects that are not on the agenda for that meeting. As required by our Corporate Governance Guidelines, our independent directors meet separately, without management present, at each meeting of the Board. In addition, each of the Board’s standing committees regularly meets without members of management present. The Board has designated the chair of the Nominating and Governance Committee to serve as the Lead Director. In their discretion, the independent directors may select another independent director to serve as the Lead Director. Aside from chairing meetings of the independent directors, the Lead Director presides at all meetings where the Chairman is not present, serves as a liaison between the independent directors and the Chairman and Chief Executive Officer, has the power to call meetings of the independent directors, consults with the Chairman and Chief Executive Officer about the concerns of the Board, approves Board meeting agendas and other types of information sent to the Board, approves meeting schedules to assure that there is sufficient time for discussion of all agenda items, and is available for consultation and direct communication with major shareholders as appropriate.Director: ● presides at all meetings where the Chairman is not present; ● facilitates communications and serves as a liaison between the independent directors, the Executive Chairman and the Chief Executive Officer; ● has the power to call meetings of the independent directors; ● communicates to the Executive Chairman and the Chief Executive Officer any suggestions, views or concerns expressed by the independent directors and consults with the Executive Chairman and the Chief Executive Officer about the concerns of the Board; ● advises the Executive Chairman and the Chief Executive Officer as to the information necessary or appropriate for the independent directors to effectively and responsibly perform their duties and provides feedback on the quality, quantity and timeliness of information submitted by management; ● approves Board meeting agendas and other types of information sent to the Board; ● approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; ● is available for consultation and direct communication with major shareholders as appropriate; ● participates in the identification and evaluation of director candidates and facilitates director development; ● acts as a resource and advisor to the Executive Chairman and the Chief Executive Officer; ● unless otherwise directed by the Board, serves as the independent directors’ representative in extraordinary matters such as significant corporate transactions and crisis situations; ● recommends to the Board the formation and membership of ad-hoc committees of the Board to oversee extraordinary matters such as significant corporate transactions and crisis situations; ● authorizes the retention of outside advisors and consultants who report directly to the Board on Board-wide issues; ● actively participates in the Board’s review of acquisition opportunities and the management succession process; and ● performs such other duties as the Board may from time to time designate. As part of its annual self‑evaluationself-evaluation process, the Board, at least annually, evaluates our leadership structure to ensure that it provides the optimal structure for PPG. We believe that having a director with day‑to‑dayday-to-day oversight of Company ​ ​ ​ ​ 2023 Proxy Statement    23 ​ Table of Contents operations, coupled with experienced independent directors who have appointed a Lead Director and four wholly-independent board committees, is the appropriate leadership structure for PPG. In accordanceShareholder Engagement ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Through engagement with our shareholders, the Board and our senior management team are provided with feedback on a variety of topics, including: ●  strategic and financial performance ●  operations ●  corporate governance ●  executive compensation ●  Board composition ●  sustainability ●  diversity, equity and inclusion ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of our outstanding shares held by active, institutional investors with whom we met in 2022. ​ ​ Percentage of our outstanding shares held by institutional investors with whom we held governance-focused meetings in 2022. ​ ​ ​ ​ ​ ​ ​ These constructive engagements enable the Board and management to evaluate and assess our Company from different perspectives and viewpoints. Our Lead Director, Hugh Grant, participated in a number of these governance-focused meetings. The key themes of feedback received during our engagement meetings as well as efforts we are taking in consideration of the feedback we received were shared with the Board. These initiatives help to ensure that the Board is apprised of key trends and topics being considered by our shareholders. A general outline of our approach to shareholder engagement can be found below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Before the Annual Meeting of Shareholders At the Annual Meeting of Shareholders After the Annual Meeting of Shareholders ●  We reach out to investors to discuss key issues facing our Company and industry ●  Together, the Board and senior management discuss shareholder feedback and determine if additional actions are required ●  Management institutes changes as appropriate ​ Our shareholders: ●  elect eligible nominees to join the Board of Directors ●  vote on executive compensation ●  vote on the ratification of our auditors ●  potentially vote on other proposals brought by management or by our shareholders ​ ●  We tabulate and review the voting results ●  Together, the Board and senior management discuss the results and determine what additional actions are appropriate ●  We prepare our agenda for further shareholder engagement The Board’s Role in ESG Our Board is actively engaged in our ESG programs and initiatives. Our ESG approach is grounded in our vision of delivering lasting value for stakeholders and customers by operating with New York Stock Exchange requirements,integrity, working safely, respecting the contributions of our Audit Committee charter providespeople, preserving the environment and supporting the communities where we operate. Our ESG ​ ​ ​ 24    2023 Proxy Statement ​ ​ Table of Contents oversight structure is designed to effectively govern and manage the ESG risks and opportunities that the Audit Committeeare integral to our business strategy, and Board oversight of significant ESG matters is responsible for overseeingincorporated into its oversight of our risk management process. The Audit Committee is updated on a regular basis on relevantbusiness and significant risk areas. This includes periodic updates from certain officers of the Companyour strategy. Significant ESG risks are reviewed and a formal annual updateevaluated by the DirectorBoard and its committees as part of Corporate Audit Services. The annual update providestheir ongoing risk oversight of our Company. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Framework for Board oversight of ESG ​ Environmental Social Governance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sustainability and Innovation Committee PPG Board of Directors Nominating and Governance Committee ​ ​ ​ Employee health and safety Environmental programs Product stewardship Remediation activities Sustainability programs and performance Climate change risks and opportunities ​ Corporate governance oversight Recommending new directors and executive officers Government affairs and political activities Shareholder engagement ESG program governance ​ ​ ​ ​ ESG strategy Succession planning Diversity, equity and inclusion Community engagement and charitable programs ​ ​ ​ ​ ​ Human Capital Management and Compensation Committee ​ Audit Committee ​ ​ ​ ​ Culture and purpose Employee engagement Employee development Executive compensation Pay equity ​ Enterprise risk management Cybersecurity Data privacy ​ ​ ​ ​ In 2021, the Board conducted a comprehensive review of PPG’s enterprise risks and includes the feedback of mostits oversight of the Company’s officers. The Audit Committee, in turn, reportsESG programs and practices to ensure that the full Board. While the Audit CommitteeBoard or one of its committees has primaryoversight responsibility for overseeing risk management,each of the ESG programs and practices that is significant to PPG. As a result of this review, the Board in 2021 revised our entireCorporate Governance Guidelines and the charters of each committee to more clearly specify the ESG programs and practices overseen by the Board isand each of its committees. The Nominating and Governance Committee actively involved in overseeing risk management formonitors the Company by engaging in periodic discussions with Company officerschanging ESG landscape and other employeesrecommends changes to PPG’s governance programs and practices. The Board’s long-standing Sustainability and Innovation Committee (formerly known as the Board may deem appropriate. In addition, each of our Board committees considers the risks within its areas of responsibility. For example, our Technology and Environment 14    2018 Proxy Statement Table of Contents Committee considers risks related to our Committee) oversees and receives regular updates on the Company’s environment, health, safety, product stewardship and sustainability initiatives, including the Company’s sustainability goals and progress toward our goals. In connection with its review of our ESG oversight program, the Board selected the Sustainability and Innovation Committee as the committee with responsibility for reviewing the risks and opportunities to PPG of the effects of climate change. PPG recognizes the importance of corporate culture and diversity, equity and inclusion efforts to our success. The Board has been focused on employee engagement and provided its guidance in connection with the formulation and introduction of The PPG Way. Since the introduction of The PPG Way, the Board has received regular updates on our engagement progress. The Board has also endorsed our recent diversity, equity and inclusion actions, including hiring an executive level Global Head of Diversity, Equity and Inclusion, reporting of our diversity, equity and inclusion programs, achievements and statistics and the PPG Industries Foundation’s commitment to organizations focusing on social justice. In 2021, the Board repositioned the Officers-Directors Compensation Committee as the Human Capital Management and Compensation Committee and expanded its responsibilities to include oversight of our human capital strategies in the areas of culture and purpose, employee engagement, development and pay equity. Our aim is to bring color and brightness to communities around the world. The PPG Industries Foundation is the primary vehicle for our U.S. community engagement efforts. The PPG Industries Foundation distributes over $6 million in donations annually and manages our COLORFUL COMMUNITIES® program. The Board has oversight responsibility for the PPG Industries Foundation and also receives updates on PPG’s other community engagement and global giving initiatives. ​ ​ ​ ​ 2023 Proxy Statement    25 ​ Table of Contents PPG engages in the political process when we believe that doing so will serve the best interests of the Company and our stakeholders. We support public policies that contribute to the achievement of our long-term growth. The Nominating and Governance Committee has been assigned responsibility to oversee our government affairs activities and to receive periodic reports regarding the activities of our Government Affairs team. More information about PPG’s political activities, including PPG’s Political Contributions and Activities Policy and political spending reports, are available on our Government Affairs website at http://corporate.ppg.com/Our-Company/Government-Affairs.aspx. Each Board committee will report its activities in these areas back to the full Board of Directors. At the management level, day-to-day implementation of our ESG initiatives is led by our Vice President, Global Sustainability, a new position created in 2021 to coordinate PPG’s ESG and sustainability programs and to communicate our ESG progress with our customers, shareholders and other stakeholders. The Vice President, Global Sustainability works with PPG’s Sustainability Committee, a committee of management consisting of senior corporate executives, to establish and monitor our sustainability goals, policies, programs and practices. Our Audit Committee focuses on risks inherentprocedures that incorporate sustainability into our business practices, including resource management, climate change impacts, innovation, communications, community engagement, procurement, manufacturing and employee wellness. Board Oversight of PPG’s Strategy PPG’s Board is actively engaged in developing and overseeing the execution of our accounting, financial reporting, cybersecuritystrategy, including major business and internal controls. Our Officers—Directors Compensation Committee considersorganizational initiatives, capital allocation priorities and potential business development opportunities. Throughout the year, the Board applies its experience in manufacturing, global business, science and technology and marketing to oversee the execution of our strategy and capital allocation and works with senior management to guide our strategy. At its October meeting, the Board devotes one full day to reviewing and formulating our strategy. At each Board meeting and during our annual strategy session, directors engage with PPG’s senior leadership in robust discussions about the Company’s overall strategy, priorities for its businesses and long-term growth opportunities. The Board’s Role in Risk Management Management Our management team, led by the Enterprise Risk Committee, is responsible for the day-to-day management of risk. Board of Directors Our Board has broad oversight responsibility for our risk-management programs. While the Audit Committee has primary responsibility for overseeing our enterprise risk assessment and management process, our entire Board is actively involved in overseeing risk management for the Company by engaging in periodic discussions with Company officers and other employees as the Board may deem appropriate. We believe that the leadership structure of our Board supports the Board’s effective oversight of the Company’s risk management. ​ ​ ​ Audit Committee Focuses on risks inherent in our accounting, financial reporting, legal and regulatory compliance, cybersecurity, data privacy and internal controls. ​ Sustainability and Innovation Committee Considers risks related to our environment, health, safety, product stewardship, climate change and our sustainability programs. Reviews our approach to innovation, science and technology. ​ Human Capital Management and Compensation Committee Considers the risks that may be implicated by our executive compensation and human capital management programs. ​ ​ ​ ​ 26    2023 Proxy Statement ​ ​ Table of Contents ● ● ​ Special Role of Audit Committee: ● In accordance with New York Stock Exchange requirements, our Audit Committee charter provides that the Audit Committee is responsible for overseeing our risk management process. ● The Audit Committee is updated on a regular basis on relevant and significant risk areas. This includes periodic updates from certain officers of the Company and a formal annual update by the Director, Corporate Audit Services (the leader of PPG’s internal audit function). The annual update provides a comprehensive review of PPG’s enterprise risks and includes the feedback from the Company’s officers and key managers. The Audit Committee, in turn, reports to the full Board. PPG’s Enterprise Risk Committee (“ERC”), a committee of management, has overall management responsibility for PPG’s enterprise risk management processes. The membership of the ERC includes the Executive Committee of the Company and the Director, Corporate Audit Services. Its responsibilities include: ● developing and fostering PPG’s risk management culture; ● identifying and monitoring the risks to PPG; ● monitoring PPG’s risk management capabilities and crisis preparedness and recovery plans; ● reviewing the steps management has taken to monitor and control major risk exposures, including the Company’s risk assessment and risk management policies; and ● reviewing and assessing the effectiveness of PPG’s enterprise-wide risk assessment processes. The ERC provides updates on its key activities and PPG’s enterprise risk management programs and risk posture to the Board or its committees, as appropriate. Executive Succession Planning One of the Board’s primary responsibilities is to oversee the development of appropriate executive-level talent to successfully execute PPG’s strategy. Management succession is regularly discussed by the Board with the Executive Chairman, the President and Chief Executive Officer and PPG’s Vice President and Chief Human Resources Officer. The Board reviews candidates for all executive officer positions to confirm that qualified successor-candidates are available for all key positions and that development plans are being utilized to strengthen the skills and qualifications of successor-candidates. At least annually, as required by our Corporate Governance Guidelines, and typically more often, the Board’s discusses Chief Executive Officer succession planning. The current Chief Executive Officer provides the Board with recommendations for and evaluations of potential Chief Executive Officer successors and reviews with the Board development plans for these successors. Directors engage with potential Chief Executive Officer and senior management talent at Board and committee meetings and in less formal settings to enable directors to personally interact with candidates. The Board reviews management succession in the ordinary course of business as well as contingency planning in the event of an emergency or unanticipated event. Corporate Governance Guidelines, Board Self-Evaluation and Board Orientation The Board has adopted Corporate Governance Guidelines. These guidelines are revised from time to time to better address particular needs as they change over time. The Board revised the Corporate Governance Guidelines in 2021 to clarify the ESG responsibilities of the Board of Directors. The Corporate Governance Guidelines may be implicated by our executive compensation program. We believe thataccessed from the leadership structureCorporate Governance section of our website at investor.ppg.com. The Board supportsannually evaluates its own performance and that of its standing committees. The evaluation process is coordinated by the Nominating and Governance Committee and has three parts: committee self-assessments, full Board evaluations and evaluations of the individual directors in the class whose term is expiring at the next annual meeting. The committee self-assessments consider whether and how well each committee has performed the responsibilities listed in its charter. The full Board evaluations consider the committee self-assessments as well as the quality of the Board’s effective oversightmeeting agendas, materials and discussions. All assessments and evaluations focus on both strengths and opportunities for improvement and are shared with the Board. The Board has a program for orienting new directors which includes presentations from members of senior management regarding our operations, technologies, governance, finances, compensation programs and other topics of interest to our new directors. The Company also provides for continuing education for all directors, including the Company’s risk management.reimbursement of expenses for continuing education. ​ ​ ​ ​ 2023 Proxy Statement    27 ​ Table of Contents Director Resignation Policy Our Bylaws provide that if an incumbent director is not elected by majority vote in an “uncontested election” (where the number of nominees does not exceed the number of directors to be elected), the director must offer to tender his or hertheir resignation to our Board of Directors. The Nominating and Governance Committee would then make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. The director who tenders his or hertheir resignation will not participate in the Board’s decision with respect to their resignation. The election of directors that will be held at the 20182023 Annual Meeting is an uncontested election. Review and Approval or Ratification of Transactions with Related Persons The Board and its Nominating and Governance Committee have adopted written policies and procedures relating to approval or ratification of “Related Person Transactions.” Under these policies and procedures, the Nominating and Governance Committee (or its chair, under some circumstances) reviews the relevant facts of all proposed Related Person Transactions and either approves or disapproves of the entry into the Related Person Transaction, by taking into account, among other factors it deems appropriate: · ● Thethe benefits to PPG of the transaction; · ● Thethe impact on a director’s independence, in the event the “Related Person” is a director or an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; · ● Thethe availability of other sources for comparable products or services; · ● Thethe terms of the transaction; and ● · Thethe terms available to unrelated third parties or to employees generally. No director may participate in any consideration or approval of a Related Person Transaction with respect to which he or shethey or any of his or hertheir immediate family members is the Related Person. Related Person Transactions are approved only if they are determined to be in, or not inconsistent with, the best interests of PPG and its shareholders. If a Related Person Transaction that has not been previously approved or previously ratified is discovered, the Nominating and Governance Committee, or its chair, will promptly consider all of the relevant facts. In addition, the committee generally reviews all ongoing Related Person Transactions on an annual basis to determine whether to continue, modify or terminate the Related Person Transaction. Under our policies and procedures, a “Related Person Transaction” is generally a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which PPG was, is or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest. A “Related Person” is generally any person who is, or at any time since the beginning of PPG’s last fiscal year was, (i) a director or executive officer of PPG or a nominee to become a director of PPG; (ii) any person who is known to be the beneficial owner of more than 5% of any class of PPG’s voting securities; or (iii) any immediate family member of any of the foregoing persons. Certain Relationships and Related Transactions As discussed above, the Nominating and Governance Committee		Sustainability and Innovation Committee