Wednesday, May 2, 2018 at 2:15 p.m., local time
Convene, 2001 Market Street, 2nd Floor, Philadelphia, PA 19103

​2018 PROXY STATEMENT i

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​2018 PROXY STATEMENT 1

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2017 Financial and Operating Highlights

The Company had a successful year executing against key financial and business metrics while also meeting important strategic goals and milestones, including:

•Net sales were $4,353 million, up 7.0% versus 2016, driven by acquisition contribution as well as significant volume growth in the majority of our business lines. This growth was offset by reduced average pricing in Transportation Coatings and lower volumes in North America Performance Coatings.

•Net income included the impacts of U.S. tax reform, deconsolidation of our Venezuelan operations, severance charges and charges associated with acquisitions and merger-related activities.

•Adjusted EBITDA was $885 million despite the impacts of the deconsolidation of our Venezuelan operations in early 2017, pricing pressures in Transportation Coatings, raw material inflation and lower volumes in Performance Coatings reflecting the impact of North America working capital rationalization with our distribution customers.⁽¹⁾

•Overall strong operating cash flow of $540 million for 2017 and free cash flow ⁽²⁾ of $415 million. Working capital as a percentage of Net Sales exceeded expectations for the year.

•We completed eight acquisitions in 2017, including the acquisition of our North American Industrial

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Wood Coatings business. Acquisitions, including those completed during 2016, added nearly $300 million in total net sales year-over-year, or 7.4% to total growth for the year.

•Our Refinish business remains a global leader and continued to gain share in 2017. We grew the business in EMEA and Asia Pacific, and continued to show share gain progress in North America at the end customer body shop level in spite of the impact of working capital rationalization we experienced with certain distribution customers during part of 2017.

•The Industrial Coatings business experienced significant growth through acquisitions along with substantial organic growth of 7.1%. This growth came from all regions and across most business lines, benefiting from

significant investment in innovation and marketing support in recent years.

•Our Transportation Coatings business had a strong year, coating more than 28 million vehicles in 2017. Light Vehicle volumes grew with particularly strong performance in Asia and Latin America. Commercial Vehicle global markets were a notable highlight as Axalta volumes grew at high single digit rates with positive contribution from all regions as the Company continued to grow its base of customers within both heavy duty truck and other non-truck customers.

(1)For reconciliation to GAAP, please see “Reconciliation of non-GAAP Financial Measures” beginning on page 41 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 22, 2018.

(2)Defined as cash flow from operations less capital expenditures.

Corporate Governance Highlights

The Company is committed to meeting the highest standards of ethical behavior, corporate governance and business conduct. This commitment has led the Company to implement the following practices:

•Board Independence – seven of our eight directors are independent under NYSE listing standards. Our Chief Executive Officer is the only non-independent member of our Board of Directors. All members of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Environment, Health, Safety & Sustainability Committee (“EHS&S Committee”) are independent.

•Board Diversity – our directors are committed to bringing a diverse set of perspectives and experiences to the leadership of Axalta, and in 2017 we appointed our third female director to the Board.

•Independent Presiding Director – in February 2018, the Board appointed a Presiding Director to chair Board and Executive Committee meetings in the Chairman’s absence, preside over executive sessions of independent directors, and be available for consultation with our shareholders.

•Independent Directors Meetings – independent directors typically meet in executive sessions following each regularly scheduled Board meeting, without management present.

•Annual Board and Committee Self-Evaluations – each year, the Nominating and Corporate Governance Committee administers self-evaluations of the Board and its committees, in addition to conducting an individual director performance evaluation.

•Board Orientation and Training – new directors participate in an extensive orientation program with members of Axalta’s senior management. The Company also provides training to the Board on key governance and management topics on a regular basis by guest speakers and Company experts, as well as various corporate and governance “updates” throughout the year. In addition, Board members attend outside trainings on topics relevant to their service.

•Stock Ownership Guidelines for Directors and Executive Officers – the Company has adopted stock ownership guidelines for directors and executive officers. Each of the directors and executive officers satisfies the stock ownership guidelines or is within the grace period provided by the guidelines to achieve compliance.

•Succession Planning and Diversity – the Company and the Board actively engage in developing a pipeline of internal talent with differing backgrounds and experience to assume key executive positions and increase the diversity of our management. Our Compensation Committee has also reviewed an emergency succession management plan in the event that one of our key executives became unable or unwilling to serve.

•Environment, Health, Safety & Sustainability Committee – in 2017, the Board established a new committee responsible for the Company’s policies, performance, strategy and compliance matters related to the environment, health, safety and sustainability.

•Limits on Public Company Board Service – the Board has established limits on the number of public company boards and audit committees on which our directors may serve.

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Executive Compensation Highlights

We maintain several guiding principles with respect to our executive compensation, and review our compensation programs on an ongoing basis to ensure that market and regulatory best practices are considered and addressed, including:

•Performance-Based Compensation – the Company relies heavily on performance-based compensation for executive officers, including awards of performance-based stock tied to our total shareholder return relative to a peer group of companies, which comprise approximately half of the grant date value of the 2017 long-term equity awards granted to executive officers.

•Significant At-Risk Pay – 89% of our Chief Executive Officer’s pay and 76% of our other named executive officers’ pay was at risk in 2017 (i.e., annual performance-based compensation and long-term equity incentive awards).

•Incentive Compensation Recoupment Policy – the Board adopted a policy in 2017 providing that the Compensation Committee may require reimbursement of incentive compensation awarded to an executive officer if the Company is required to restate its financial results as a result of the executive officer’s misconduct.

•Hedging and Pledging Prohibited – the Company’s insider trading policy prohibits our officers, directors and employees from pledging their common shares as collateral and engaging in hedging or short sale transactions in our common shares.

•Double-Trigger Vesting Provisions – the Company’s 2014 Incentive Award Plan provides double-trigger vesting provisions in the event of a change in control for long-term equity awards.

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CORPORATE GOVERNANCE MATTERS AND COMMITTEES OF THE BOARD OF DIRECTORS

Policies on Corporate Governance

Our Board believes that strong corporate governance is important to ensure that our business is managed for the long-term benefit of our shareholders. We have adopted a Code of Business Conduct and Ethics that applies to all of our employees and directors, including our executive officers and senior financial and accounting officers. We have also adopted Corporate Governance Guidelines. Copies of the current versions of the Code of Business

Conduct and Ethics and the Corporate Governance Guidelines are available on our website and will also be provided upon request to any person without charge. Requests should be made in writing to our Corporate Secretary at Axalta Coating Systems Ltd., Two Commerce Square, 2001 Market Street, Suite 3600, Philadelphia, PA 19103, or by telephone at (855) 547-1461.

Board Leadership Structure

The Board of Directors does not have a set policy with respect to the separation of the offices of Chairman of the Board and Chief Executive Officer, as the Board believes it is in the best interests of the Company and our shareholders to make that determination based on the position and direction of the Company and the membership of the Board. The Board regularly evaluates whether the roles of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee of the Company. The Board believes these issues should be considered as part of the Board’s broader oversight and succession planning process. Currently, Mr. Shaver serves as our Chairman and Chief Executive Officer.

In February 2018, the Board of Directors approved revisions to our Corporate Governance Guidelines

requiring that when the Chairman of the Board is also the Chief Executive Officer or otherwise employed by the Company, the Board appoint a Presiding Director from the independent directors. The revised Corporate Governance Guidelines provide that the Presiding Director will:

•chair Board meetings in the Chairman’s absence;

•serve on the Executive Committee and chair its meetings in the Chair’s absence;

•preside over executive sessions of independent directors, and provide feedback and perspective to the Chairman about the matters discussed in executive sessions; and

•be available for consultation with our shareholders.

Mark Garrett was named as our initial Presiding Director in February 2018.

Board Role in Risk Oversight

While risk management is primarily the responsibility of our management, the Board provides overall risk oversight focusing on the most significant risks facing us. The Board oversees the risk management processes that are implemented by our executives to determine whether these processes are functioning as intended and are consistent with our business and strategy and best practices. The Board executes its oversight responsibility for risk management directly and through its committees. The Board’s role in risk oversight has not had a significant effect on its leadership structure, although we believe our current leadership structure, with Mr. Shaver serving as Chairman and Chief Executive Officer, and Mr. Garrett serving as the independent Presiding Director, enhances the Board’s effectiveness in risk oversight.

The Audit Committee is specifically tasked with reviewing with management, our independent auditors and our

legal counsel, as appropriate, our compliance with legal and regulatory requirements and any related compliance policies and programs. The Audit Committee is also tasked with reviewing our financial and cybersecurity risks and risk management policies. Members of our management who have responsibility for designing and implementing our risk management processes regularly meet with the Audit Committee, and the Audit Committee is updated on a regular basis on relevant and significant risk areas. The EHS&S Committee is tasked with overseeing management’s monitoring and enforcement of the Company’s policies to protect the health and safety of employees, contractors, customers, the public and the environment. The Compensation Committee and Nominating and Corporate Governance Committee oversee risks associated with executive compensation and corporate governance matters, respectively.

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The full Board considers specific risk topics, including risk-related issues pertaining to laws and regulations enforced by the United States and foreign government regulators and risks associated with our business plan, strategies and capital structure. In addition, the Board

receives reports from members of our management that include discussions of the risks and exposures involved with their respective areas of responsibility, and the Board is routinely informed of developments that could affect our risk profile or other aspects of our business.

Director Independence

Our Corporate Governance Guidelines require that the Board be comprised of a majority of directors who are “independent” under applicable New York Stock Exchange (“NYSE”) rules, and state the Board’s belief that a substantial majority of directors should be independent. Our Board has determined that all of our directors other than Mr. Shaver are independent under the NYSE listing standards.

In reaching such determination, the Board considered the fact that Ms. Lempres is a retired Senior Partner of McKinsey & Company (“McKinsey”) and currently serves on the Board of Directors of MIO Partners, a privately-held asset manager serving McKinsey partners and the McKinsey

retirement fund which is operated separately from McKinsey’s consulting business, and that the Company has and may continue to engage McKinsey for strategic consulting services on an arms-length basis. In addition, the Board considered the fact that Mr. Smolik serves on the Ducks Unlimited Conservation Programs Committee and the Board of Directors of Ducks Unlimited Mexico on a volunteer basis, and that the Company provides annual corporate support to Ducks Unlimited and Ducks Unlimited Mexico at a level well below 2% of the organization’s gross revenues, and did so prior to Mr. Smolik joining the Board. In each case, the Board considered the magnitude and nature of these relationships and determined that they did not impair the independence of Ms. Lempres or Mr. Smolik.

Director Recruitment & Nominations

The Nominating and Corporate Governance Committee will consider director nominees recommended by our shareholders. A shareholder who wishes to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee should send the recommendation to our Corporate Secretary at Axalta Coating Systems Ltd., Two Commerce Square, 2001 Market Street, Suite 3600, Philadelphia, PA 19103, who will then forward it to the Nominating and Corporate Governance Committee. The recommendation must include a description of the candidate’s qualifications for board service, including all of the information that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”) (as amended from time to time), the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the shareholder and the candidate for more information. A shareholder who wishes to nominate an individual as a candidate for election, rather than recommend the individual to the Nominating and Corporate Governance Committee as a nominee, must comply with the notice procedures set forth in our Amended and Restated Bye-laws (“Bye-laws”). See “MEMBER PROPOSALS FOR THE COMPANY’S 2019 ANNUAL GENERAL MEETING OF MEMBERS” for more information on these procedures.

The Nominating and Corporate Governance Committee will consider and evaluate persons recommended by the shareholders in the same manner as it considers and evaluates other potential directors.

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Director Qualifications

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board candidates to be nominated for election to the Board of Directors. Our Corporate Governance Guidelines, which are available on our website as described above, set forth criteria that the Nominating and Corporate Governance Committee will consider when evaluating a director candidate for membership on the Board of Directors. These criteria are as follows: professional experience; education; skill; diversity; differences of viewpoint; and other individual qualities and attributes that will positively contribute to the Board, including integrity and high ethical standards; experience with business administration processes and principles; ability to express opinions, ask difficult questions and make informed, independent judgments; significant experience in at least one specialty area; ability to devote sufficient time to prepare for and attend Board meetings; and diversity with respect to other characteristics. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee.

Our Nominating and Corporate Governance Committee also considers the mix of backgrounds and qualifications of the directors in order to ensure that the Board of Directors has the necessary experience, knowledge and abilities to

perform its responsibilities effectively and to consider the value of diversity on the Board. In 2017 we appointed our third female director to our Board. While diversity and variety of experiences and viewpoints represented on the Board should always be considered, the Board believes that a director nominee should not be chosen nor excluded solely or largely because of race, religion, national origin, sex, sexual orientation or disability.

As Axalta has only been a stand-alone company since February 2013, none of our directors has a tenure longer than approximately five years. However, over time the Nominating and Corporate Governance Committee will consider Board tenure and refreshment as additional relevant criteria in its identification, consideration and recommendation of director candidates.

When considering whether our directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth in “Proposal No. 1: Election of Directors.” We believe that our directors provide an appropriate diversity of experience and skills relevant to the size and nature of our business.

Limitations on Board Service

Our Corporate Governance Guidelines provide for certain limitations on service on our Board of Directors:

•Occupation Changes – directors must notify the Chairman of the Board when their principal occupation changes, and the Nominating and Corporate Governance Committee will review the circumstances regarding such change to determine whether continued Board membership is appropriate.

•Additional Public Company Boards or Audit Committees – Directors may not serve on more than five public company boards of directors or more than three audit committees.

•Age Limit – No director will be nominated for reelection to the Board after reaching the age of 75 unless an affirmative request is made by the Board for that director to continue service.

Board Composition

Our Board currently consists of eight directors, with Mr. Shaver serving as Chairman of the Board.

The number of directors on our Board may be modified from time to time by our Board of Directors in accordance with our Bye-laws.

Under our current Bye-laws, our Board is divided into three classes whose directors serve three-year terms expiring in successive years. Directors hold office until their successors have been duly elected and qualified or until the earliest of their respective death, resignation or removal. At each Annual General Meeting of Members, the successors to the

directors whose terms will then expire will be elected to serve from the time of election and qualification until the third Annual General Meeting following such election. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The Board of Directors has recommended that shareholders approve at the Annual Meeting an amendment to the Bye-laws to eliminate our classified board structure over a three-year transition period. Please see page 30 for more information on this proposal.

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Director Orientation and Continuing Education

We have a process for onboarding and orienting new directors and for providing continuing education to our Board members. As part of our director orientation program, new directors participate in one-on-one introductory meetings with Axalta’s business and functional leaders and are given presentations by members of senior management on the Company’s strategic plans, financial statements and key issues, policies and practices, as well as the Company’s governance and compliance policies and procedures.

We provide our directors quarterly corporate governance updates via our legal department. In addition, we identify and pay for our directors to attend continuing education programs on corporate governance, compliance and other critical issues associated with a director’s service on a public company board, as well as site visits to our facilities around the world. Our Board also receives training through guest speakers and substantive issue presentations during Board and committee meetings and other Board events.

Communications with the Board

The Board of Directors provides a process for shareholders and other interested parties to send communications to the Board. Shareholders and other interested parties may send written communications to the Board, c/o the Corporate Secretary of the Company at Axalta Coating Systems Ltd., Two Commerce Square, 2001 Market Street,

Suite 3600, Philadelphia, PA 19103. Communications concerning substantive Board or Company matters shall promptly be forwarded by the Corporate Secretary to the Chairman of the Board, and the Corporate Secretary shall keep and regularly provide to the Chairman of the Board a summary of any communications received.

Board Meetings, Attendance and Executive Sessions

Directors are expected to spend the time needed and to meet as frequently as necessary to properly discharge their responsibilities. The Board meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring Board approval. It also holds special meetings when an important matter requires Board action between scheduled meetings. Members of senior management regularly attend meetings of the Board and its committees to report on and discuss their areas of responsibility. Directors are expected to attend Board meetings and meetings of committees on which they serve. In addition, all directors are invited, but

not required, to attend our Annual General Meeting of Members. All of our current directors attended the Annual General Meeting of Members held in April 2017.

In general, the Board reserves time during each regularly scheduled meeting to allow the independent directors to each meet in executive sessions. During these executive sessions, the Presiding Director will preside over the discussion.

In 2017, the Board met 11 times. All directors attended 75% or more of the meetings of the Board and committees on which they served.

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Board and Director Evaluation Process

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Board Committees

Our Board of Directors directs the management of our business and affairs as provided by Bermuda law and conducts its business through its meetings and its five standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Environment, Health, Safety & Sustainability Committee and Executive Committee. In addition, from time to time, other committees may be established under

the Board’s direction when necessary or advisable to address specific issues.

Each of the committees operates under a charter that was approved by our Board of Directors. A copy of each of the charters for the Audit, Compensation, Nominating and Corporate Governance and EHS&S Committees is available on our website at www.axalta.com.

Committee Membership

Set forth below is the current membership of each of the committees, with the number of meetings held during the year ended December 31, 2017 in parentheses:

*Established February 2017

**Financial Expert

Committee Responsibilities

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Our Board’s Commitment to Shareholder Engagement

Why We Engage

Our Board and management team understand the benefits of regular engagement with our shareholders in order to maintain awareness of their perspectives on Axalta and matters affecting the Company.

Our shareholder engagement efforts allow the Board to:

•consider the viewpoints of our shareholders in connection with its oversight of management and the Company;

•discuss key developments in our business including our strategy and performance; and

•assess issues that may impact our business, corporate activities and governance practices.

How We Engage

•We provide institutional investors and equity analysts with opportunities to engage with, and provide feedback to, the Company’s management.

•Our management participates in industry conferences, one-on-one investor meetings and non-deal roadshows.

•Between March 2017 and March 2018, we engaged with investors representing approximately 90% of our shareholder base (based on share ownership), attended 16 industry conferences and conducted 8 non-deal road shows.

Outcomes from Shareholder Feedback

Some tangible examples of the results of our shareholder outreach efforts include:

•Increased our financial disclosures to help investors better understand our business.

•Proposed Bye-law changes with regards to declassifying our Board.

•Enhanced our executive compensation disclosures including additional detail with respect to the performance metrics under our long-term equity incentive awards.

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Our Board’s Commitment to Improving our Corporate Governance and Compensation Standards

Our Board is committed to meeting the highest standards of ethical behavior, corporate governance and business conduct. The following summary highlights the

governance and compensation developments overseen by the Board since our November 2014 initial public offering (“IPO”).

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Succession Planning and Increasing Diversity

The Company actively engages in succession planning in order to ensure that it has a strong pipeline of internal executive talent. The Board of Directors and its committees regularly review succession plans for the Chief Executive Officer and other members of senior management, including plans for emergency scenarios. The Board and its committees also regularly assess the staffing of the Company’s key leadership positions to identify and develop employees for such positions. In

addition, the Company holds an annual senior leadership development program to recognize the Company’s emerging leaders from around the globe and to connect them with peers and senior executives of the Company. The Company seeks the best person for every open role and strives to identify candidates from differing backgrounds, experience and perspectives to continue to enhance the diversity of our management team.

Spotlight on the Axalta Women’s Network

On April 24, 2017, the Axalta Women’s Network hosted employees at a panel discussion with Board members Lori Ryerkerk, Deborah Kissire and Elizabeth Lempres (from left to right in the photo). The event, moderated by Tabitha Oman (far right), Axalta’s Vice President and Assistant General Counsel, Compliance and Sustainability, was a unique opportunity for employees to hear directly from three impressive business leaders.

The Axalta Women’s Network was established in 2016 with the motto: “Lead, Mentor, and Learn.” The Network provides experiences throughout the year for Axalta women in all levels of the organization to gather, collaborate and support each other with

the goal of cultivating women leaders at Axalta. In addition to quarterly events, the Network sponsors an intranet site to facilitate sharing of ideas and resources among employees. The Network was highlighted in the Women in Leadership Report 2017, which is crafted and distributed as a collaboration between PwC (PricewaterhouseCoopers) and the Forum of Executive Women.

Stock Ownership Guidelines

In order to ensure meaningful share ownership in Axalta by the Company’s directors and officers, the Company has adopted minimum share ownership requirements. More information is set forth under the heading “Stock

Ownership Guidelines” in the Director Compensation and Compensation Discussion and Analysis sections of this Proxy Statement.

Clawback Policy

The Board of Directors has adopted a policy regarding the recapture of compensation paid to executive officers in the event of a restatement of the Company’s financial results. More information is set forth under the heading

“Incentive Compensation Recoupment Policy” in the Compensation Discussion and Analysis section of this Proxy Statement.

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Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2017, our Compensation Committee consisted of Mr. Kramvis (Chair), Ms. Kissire and Mr. McLaughlin, and our former director Gregory Ledford prior to his retirement from the Board following Carlyle’s sale of its remaining ownership interest in the Company. None of the members of our Compensation Committee is currently or was during the year ended December 31, 2017 one of our officers or

employees. During the year ended December 31, 2017, none of our executive officers served as a member of the board of directors (or similar governing body) or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board of Directors or our Compensation Committee.

Certain Relationships and Related Person Transactions

Our Board has adopted a written policy for the review and approval of transactions involving us and “related persons,” which include our executive officers, directors, director nominees, shareholders owning 5% or more of our outstanding common shares, and the immediate family members of any of the foregoing persons. The policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, the amount involved exceeds $100,000 and a related person had or will have a direct or indirect material interest. Pursuant to this policy, our management will present to our Audit Committee each proposed related person transaction, including all relevant facts and circumstances relating thereto. Our Audit Committee will then:

•review the relevant facts and circumstances of each related person transaction, including the financial terms of such transaction, the benefits to us, the availability of other sources for comparable products or services, whether the transaction is on terms no less favorable to us than those that could be obtained in arm’s-length dealings with an unrelated third party

or employees generally and the extent of the related person’s interest in the transaction; and

•take into account the impact on the independence of any independent director and the actual or apparent conflicts of interest.

All related person transactions may only be consummated if our Audit Committee has approved or ratified each such transaction in accordance with the guidelines set forth in the policy. Certain types of transactions have been pre-approved by our Audit Committee under the policy, including ordinary course purchases of Company products, resolution of warranty claims, receipt of compensation and benefits, reimbursement of expenses, and transactions where the related person’s interest arises only from certain roles with the other party. No director may participate in the approval of a related person transaction of which he or she, or his or her immediate family member, is a party.

To the Company’s knowledge, since the beginning of fiscal year 2017, no related person has had a material interest in any of the Company’s business transactions or relationships.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and certain of our officers. These indemnification agreements provide the directors and officers with contractual rights to indemnification and

expense advancement that are, in some cases, broader than the specific indemnification provisions contained under Bermuda law.

Executive Restrictive Covenant and Severance Agreements

See “Compensation Discussion and Analysis – Severance Arrangements” for information regarding the Executive

Restrictive Covenant and Severance Agreements that we have entered into with our executive officers.

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Corporate Social Responsibility, Environmental and Sustainability Matters

Axalta is committed to operating in an environmentally and socially responsible manner, including by increasing productivity and reducing emissions, energy use and waste. We engage with a variety of stakeholders including customers, suppliers, industry organizations,

non-governmental organizations and others to identify ways to continually improve our performance.  In 2017, the Board of Directors established the Environment, Health, Safety & Sustainability Committee to oversee these issues.

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DIRECTOR COMPENSATION

Overview

Our non-employee director compensation program is designed to fairly compensate directors for the work required at a company of our size and scope as well as to align directors’ interests with the long-term interests of our shareholders. The annual compensation under our

program is detailed below. We pay the additional annual fees to the Presiding Director and chairs of each committee as compensation for the workload and responsibilities involved. No additional meeting fees are paid.

*Payable quarterly in arrears

Our employee directors (as well as our former directors who were employed by The Carlyle Group L.P. (“Carlyle”)) receive no compensation for serving on our Board of Directors or its committees.

The Compensation Committee reviews director compensation annually, assisted by an independent compensation consultant. The Compensation Committee in 2017 reviewed a peer comparison of director compensation conducted by its consultant, Exequity, LLP (“Exequity”). Following such review, the Compensation Committee recommended no changes to the components and amounts of non-employee director compensation, but did make the following changes to the program:

•Changed the vesting of RSUs to vest 100% on the first anniversary of the date of grant; RSUs granted in years prior to 2017 vest in equal annual installments over three years beginning on the date of grant;

•Provided for the Chair fee of $10,000 for the Chair of our EHS&S Committee which was created in 2017; and

•Increased the director stock ownership guidelines to five times ($375,000) the director’s annual cash retainer, up from the previous requirement of three times ($225,000).

In February 2018, the Compensation Committee also approved the annual fee of $10,000 for the Presiding Director in connection with the Board’s establishment of the role.

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Director Compensation Table 2017

For the year ended December 31, 2017, we provided the compensation set out in the table below to our directors.

(1)Director retainer, Presiding Director fee and committee chair fees are paid quarterly in arrears and pro-rated for a partial year of service.

(2)Amounts reflect the grant date fair value of directors’ stock awards for 2017 computed in accordance with FASB ASC Topic 718. The grant date for Mr. Garrett, Ms. Lempres, Ms. Kissire, Mr. Kramvis, Mr. McLaughlin, Ms. Ryerkerk and Mr. Smolik was April 26, 2017. The number of RSUs granted for each director was based on a closing price of our common shares on the grant date. The aggregate number of RSUs outstanding at 2017 fiscal year-end for each non-employee director is as follows: Mr. Garrett, 10,983; Ms. Kissire, 6,283; Mr. Kramvis, 14,072; Ms. Lempres, 6,283; Mr. McLaughlin, 14,072; Ms. Ryerkerk, 12,432; and Mr. Smolik, 7,750.

(3)Mr. Ledford was employed by Carlyle and therefore did not receive compensation for his service as a director.

(4)Ms. Lempres joined the Board of Directors on April 2, 2017 and amounts shown represent a pro-rated portion of the annual director retainer, based on her service on the Board from such date.

Non-Employee Director Stock Ownership Guidelines

Our Compensation Committee adopted stock ownership guidelines for all non-employee directors in 2016, which were increased in 2017. The updated guidelines require that, within five years after first appointment to the Board, each of our non-employee directors must directly

or indirectly own an amount of our common shares equal to five times the director’s annual cash retainer for Board service, or $375,000 based on the amount of the retainer at this time. All directors are in compliance with this requirement or within the grace period of the guidelines.

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Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously determined that the Bye-laws be amended to declassify the Board and provide for the annual election of all directors, as described below.

Our current Bye-laws 38 and 39 provide that the Board shall be divided into three classes, each class consisting, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board, and members of each class are elected to serve for staggered three-year terms.

The Board has approved, and recommends for approval by our shareholders, the proposed amendment to the Bye-laws that would provide for the elimination of the classified structure of the Board over a three-year period and the annual election of all directors for one-year terms. Directors who have been elected to three-year terms prior to the amendment becoming effective (including Class I directors elected at the Annual Meeting) will complete their three-year terms. Class II directors elected in 2019 would serve two-year terms and Class III directors elected in 2020 would serve one-year terms. At and after the 2021 Annual General Meeting of Members, the classification of the Board would expire and the entire Board would be elected annually. Any directors appointed by the Board to fill vacancies after such time would serve only until the next election of directors by the shareholders or until a director’s earlier resignation or removal.

In determining to recommend declassification as described above, the Board and the Nominating and Corporate Governance Committee carefully reviewed the various considerations regarding a classified board structure. The Board and the Nominating and

Corporate Governance Committee recognize that a classified structure has certain positive attributes, such as promoting board continuity and stability and facilitating the Board’s ability to focus on the Company’s long-term strategic planning and performance. The Board and the Nominating and Corporate Governance Committee, however, also recognize that investors generally favor annual elections as providing greater Board accountability and responsiveness to shareholder concerns, and consider adoption of a declassified board structure as good corporate governance. Upon consideration of such matters, including engagement with the Company’s shareholders and proxy advisory firms prior to, and following, the 2017 Annual General Meeting of Members, in February 2018 the Board, upon the recommendation of the Nominating and Corporate Governance Committee, unanimously approved the proposed amendment to the Bye-laws and recommends its adoption by shareholders.

To implement the proposal, shareholders are asked to vote in favor of amending Bye-laws 38 and 39. If shareholders approve the proposed amendment, it will become effective immediately following the Annual Meeting. As a result, beginning with the 2021 Annual General Meeting of Members (and thereafter), every director up for re-election at such Annual General Meeting of Members will stand for election for one-year terms. If shareholders do not approve the proposed amendment, the Board will remain classified.

The full text of the proposed amendment that would become effective upon shareholder approval of this Proposal No. 2 is attached to this Proxy Statement as Appendix A, with additions of text indicated by underlining and deletions of text indicated by strike-outs.

The Board of Directors recommends a vote “FOR” Proposal No. 2, to approve the amendment of our Bye-laws to declassify the Board of Directors. Approval of the adoption of the Bye-laws amendment to provide for the declassification of our Board of Directors requires the affirmative vote of a majority of votes cast at the Annual Meeting.

​2018 PROXY STATEMENT 31

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously determined that the Bye-laws be amended to remove certain inoperative provisions, as described below.

Our current Bye-laws 1.1, 34.7 and 41.1 contain certain provisions that were applicable to Carlyle’s ownership interest in Axalta. Following the sale by Carlyle of 41,621,996 Axalta common shares in August 2016, representing all of Carlyle’s remaining ownership interest in Axalta, these provisions of our Bye-laws became inoperative. In order to remove these inoperative provisions, in February 2018 the Board, upon the recommendation of the Nominating and Corporate Governance Committee, unanimously approved the proposed amendment to the Bye-laws and recommends its adoption by shareholders.

To implement the proposal, shareholders are asked to vote in favor of amending Bye-laws 1.1, 34.7 and 41.1. If shareholders approve the proposed amendment, it will become effective immediately following the Annual Meeting.

The full text of the proposed amendment that would become effective upon shareholder approval of this Proposal No. 3 is attached to this Proxy Statement as Appendix B, with additions of text indicated by underlining and deletions of text indicated by strike-outs.

Following the Annual Meeting, the Company will amend and restate the Bye-laws in their entirety to implement each of the amendments described in Proposals No. 2 and 3, if any, that are approved by the shareholders.

The Board of Directors recommends a vote “FOR” Proposal No. 3, to approve the amendment of our Bye-laws to remove certain inoperative provisions. Approval of the adoption of the Bye-laws amendment to certain inoperative provisions requires the affirmative vote of a majority of votes cast at the Annual Meeting.

​32 AXALTA COATING SYSTEMS

The Audit Committee has appointed the firm of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm and auditor to examine the books of account and other records of the Company and its consolidated subsidiaries for the 2018 fiscal year. The Board of Directors is asking shareholders to approve this action and to delegate authority to the Board, acting through the Audit Committee, to set the terms and remuneration thereof.

Representatives of PwC are expected to be present at the Annual Meeting and will be afforded the opportunity

to make a statement and will be available to respond to appropriate questions that may come before the Annual Meeting.

In the event that shareholders fail to approve the appointment of PwC as the Company’s independent registered public accounting firm and auditor, the Audit Committee will consider the shareholder vote in determining whether to retain the services of PwC in connection with the 2018 audit.

Independent Registered Public Accounting Firm

The following table shows the aggregate fees for professional services provided by PwC and its affiliates for the audits of the Company’s consolidated financial

statements for the years ended December 31, 2017 and 2016, and other services rendered during the years ended December 31, 2017 and 2016:

Audit Fees

Audit Fees were for professional services rendered for the audit of the U.S. GAAP consolidated financial statements and the effectiveness of internal controls over financial

reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, statutory audits and quarterly reviews.

Audit-Related Fees

Audit-Related Fees consist of the fees and expenses for audits and related services that are not required under securities laws, reviews of financial statements,

due diligence associated with acquisitions and comfort letter procedures.

​2018 PROXY STATEMENT 33

Tax Fees

Tax Fees consist of the fees and expenses for tax planning, advisory and compliance services. Compliance fees consist of the aggregate fees billed for professional

services rendered for tax return preparation and related compliance documentation. The following table details the associated tax fees for 2017 and 2016.

In engaging PwC on these matters, management and the Audit Committee considered PwC’s expertise in domestic and international corporate taxation as well as their institutional knowledge of our operations. As such, we determined that the engagement of PwC would ensure efficient and quality advice that is pertinent to our business and consistent with our overall business strategy.

The Audit Committee discussed and determined that PwC’s performance of the tax services would not impair its independence. Nonetheless, our Audit Committee has instructed PwC and management that, absent extenuating circumstances, PwC’s audit, audit-related and compliance fees should comprise a majority of its overall fees.

All Other Fees

Fees for all other services and related expenses not included in other fee categories, principally for accounting research software.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee is responsible for selecting the independent registered public accounting firm to be employed by us to audit our financial statements, subject to approval by our shareholders of such appointment. The Audit Committee also assumes responsibility for the retention, compensation, oversight and termination of any independent auditor employed by us.

The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by the Company’s independent registered public accounting firm prior to the engagement of the independent registered public accounting firm with respect to such services. Under these policies and

procedures, proposed services may be pre-approved on a periodic basis or individual engagements may be separately approved by the Audit Committee prior to the services being performed. However, the authority to pre-approve up to $500,000 per engagement has been delegated to the Audit Committee Chair to accommodate time sensitive service proposals. In each case, the Audit Committee considers whether the provision of such services would impair the independent registered public accounting firm’s independence. All audit services, audit-related services, tax services and other services provided by PwC for 2017 and 2016 were pre-approved by the Audit Committee.

The Board of Directors recommends a vote “FOR” Proposal No. 4, to approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm and auditor until the conclusion of the 2019 Annual General Meeting of Members and to delegate authority to the Board of Directors of the Company, acting through the Audit Committee, to set the terms and remuneration thereof. Proxies will be voted “FOR” such appointment, unless otherwise specified in the proxy.

​34 AXALTA COATING SYSTEMS

​2018 PROXY STATEMENT 35

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” the SEC enacted requirements for the Company to present to its shareholders a separate resolution, subject to an advisory (non-binding) vote, to approve the compensation of its named executive officers. This proposal is commonly referred to as a “Say on Pay” proposal. This proposal is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. As required by these rules, the Board of Directors invites you to review carefully the Compensation Discussion and Analysis beginning on page 38 and the tabular and other disclosures on compensation under Executive Compensation beginning on page 53, and to cast an advisory vote on the Company’s executive compensation programs through the following resolution:

“Resolved, that the members approve, on an advisory basis, the compensation of the Company’s named executive officers, including the Company’s compensation practices and principles and their implementation, as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any narrative executive compensation disclosure contained in the

Company’s Proxy Statement for the 2018 Annual General Meeting of Members.”

As discussed in the Compensation Discussion and Analysis, the Board of Directors believes that the Company’s long-term success depends in large measure on the talents of our employees. The Company’s compensation system plays a significant role in our ability to attract, retain and motivate the highest quality workforce. The Board of Directors believes that its current compensation program directly links executive compensation to performance, aligning the interests of the Company’s executive officers with those of its shareholders.

Pursuant to the Dodd-Frank Act, this vote is advisory and will not be binding on the Company. While the vote does not bind the Board of Directors to any particular action, the Board of Directors values the input of the shareholders, and will take into account the outcome of this vote in considering future compensation arrangements.

Although this vote is advisory in nature and does not impose any action or requirement on the Company or the Compensation Committee of the Board of Directors, the Company strongly encourages all shareholders to vote on this matter.

The Board of Directors recommends a vote “FOR” Proposal No. 5, to approve an advisory (non-binding) resolution regarding the compensation of the Company’s named executive officers.

​36 AXALTA COATING SYSTEMS

EXECUTIVE OFFICERS

The following table provides information regarding our executive officers:

* As of March 8, 2018

Charles W. Shaver

Mr. Shaver has been our Chairman of the Board and Chief Executive Officer since February 2013. With over 35 years of leadership roles in the global petrochemical, oil and gas industry, he was most recently the Chief Executive Officer and President of the TPC Group from 2004 to April 2011. Prior to joining Axalta, Mr. Shaver served as an operating executive for Golden Gate Capital and The Carlyle Group. Mr. Shaver also served as Vice President and General Manager for General Chemical, a division of Gentek, from 2001 through 2004 and as a Vice President and General Manager for Arch Chemicals from 1999 through 2001. Mr. Shaver began his career with The Dow Chemical Company serving in a series of operational, engineering and business positions from

1980 through 1996. He has an extensive background of leadership roles in a variety of industry organizations, including serving on the American Coatings Association Board of Directors and Executive Committee, of which he serves as Chairman of the Board, the American Chemistry Council Board of Directors and Finance Committee, and the National Petrochemical and Refiners Association Board and Executive Committee. Mr. Shaver currently serves as Chairman of the Board of Directors for U.S. Silica, a position he has held since 2012, and on the Board of Directors of Atotech, and formerly served on the Board of Directors of Taminco, Inc. from 2012 through 2014. Mr. Shaver earned his B.S. in Chemical Engineering from Texas A&M University.

Robert W. Bryant

Mr. Bryant became our Executive Vice President and Chief Financial Officer in February 2013. Previously, Mr. Bryant served as the Senior Vice President and Chief Financial Officer of Roll Global LLC. Before joining Roll Global in 2007, he was the Executive Vice President of Strategy, New Business Development, and Information Technology at Grupo Industrial Saltillo, S.A.B. de C.V. Prior to joining Grupo Industrial Saltillo in 2004, Mr. Bryant was President of Bryant & Company, which he founded in 2001. Prior positions included serving as Managing Principal with

Texas Pacific Group’s Newbridge Latin America, L.P., a Senior Associate with Booz Allen & Hamilton Inc. and an Assistant Investment Officer with the International Finance Corporation (IFC). Mr. Bryant began his career at Credit Suisse First Boston in the Mergers & Acquisitions Group. Mr. Bryant graduated summa cum laude and Phi Beta Kappa with a B.A. in Economics from the University of Florida and received his M.B.A. from the Harvard Business School.

Steven R. Markevich

Mr. Markevich has served as our Executive Vice President and President, Transportation Coatings and Greater China since September 30, 2015. Prior to that Mr. Markevich served as our Senior Vice President and President, Transportation from July 2015 until September 30, 2015, and Senior Vice President and President, OEM from June 2013 until July 2015. Previously, Mr. Markevich was Chief Executive Officer of GKN Driveline from October 2012 to June 2013. Prior to that role, from July 2010 to October 2012, he was President, GKN Sinter Metals, responsible for global operations. From October 2007 to July 2010,

Mr. Markevich was President, North American Operations for GKN Sinter Metals, and began his tenure with GKN in 2007 as Vice President, Sales & Marketing. At Siegel-Robert Automotive, he led the company’s commercial strategy, sales, account and program management initiatives. While at Guardian Automotive, Mr. Markevich served in numerous leadership roles and was responsible for all senior level customer relationships. His career began at Deloitte & Touche consulting and the National Steel Corporation. Mr. Markevich holds a finance degree from the University of Michigan’s Ross School of Business and

​2018 PROXY STATEMENT 37

is a Certified Public Accountant as well as being certified in Production & Inventory Management (CPIM). He has completed the Global Senior Leadership Program at UCLA and holds memberships in the Society

of Automotive Engineers (SAE), Original Equipment Suppliers Association (OESA) and American Powder Metallurgy Institute International (APMI).

Joseph F. McDougall

Mr. McDougall has served as our Executive Vice President and President, Global Refinish and EMEA since January 2018. Mr. McDougall assumed responsibility for our EMEA region in January 2018, our global Refinish business in October 2017, and Global Branding in 2016. Prior to his current role he served as our Senior Vice President and Chief Human Resources Officer since joining Axalta in May 2013 through October 2017, and also had responsibility for Corporate Affairs from 2014-2018. From 2008 through May 2013, Mr. McDougall was Vice President, Human Resources, Communications and Six Sigma for Honeywell Performance Materials and Technologies. He served in a number of positions at Honeywell prior to

this most recent position including Vice President, Human Resources for its Air Transport Division from 2007-2008, Director of Human Resources for Honeywell Corporate from 2004-2007, and Director of Compensation, Benefits and HRIS for Honeywell’s Specialty Materials Group from 2003-2004. Prior to joining Honeywell, Mr. McDougall served in human resources leadership roles at the Goodson Newspaper Group and Robert Wood Johnson University Hospital at Hamilton. He started his career as a human resources and benefits consultant. Mr. McDougall holds a B.A. from Rider University and graduated Beta Gamma Sigma with an M.B.A. from The Pennsylvania State University.

Michael A. Cash

Mr. Cash became our Senior Vice President and President, Industrial Coatings in August 2013. Prior to joining Axalta, Mr. Cash was Managing Director, Powder Coatings – Asia Pacific Region at AkzoNobel Coatings from 2011 to 2013. He previously led AkzoNobel’s powder business throughout the Americas from 2005 to 2011. Mr. Cash also held a number of positions at The Sherwin-Williams Company including Vice President, Automotive

International, Vice President of Automotive Marketing and Vice President and Chief Financial Officer of its joint venture with Herberts GmbH, which was then a Hoechst company. Earlier in his career, Mr. Cash was Vice President and Chief Financial Officer of Carstar Automotive, a U.S. autobody repair franchise. Mr. Cash received his B.A. in Business Administration from Miami University (Ohio).

Michael F. Finn

Mr. Finn became our Senior Vice President and General Counsel as well as Chief Compliance Officer in April 2013, and assumed responsibility for Crisis Management and Government Relations in April 2016 and Corporate Affairs in January 2018. Mr. Finn also is Axalta’s Corporate Secretary. From 2009 through April 2013, Mr. Finn was Vice President and General Counsel of General Dynamics’ Advanced Information Systems subsidiary. Before that, he was Vice President, General Counsel and Director of Ethics and Export Compliance at General Dynamics United Kingdom. From 2002 to 2005, Mr. Finn served as Senior Counsel for General Dynamics Corporation.

Between 1999 and 2002 he was General Counsel and Vice President at Sideware Inc. and Associate General Counsel and Senior Director of Business Affairs at Teligent Inc. Prior to those roles, Mr. Finn worked in several positions, most notably as an Associate at Willkie, Farr & Gallagher and as an Attorney at the Office of the General Counsel at the Federal Communications Commission. Mr. Finn graduated from Indiana University with honors with a degree in Finance and graduated cum laude from New York University’s School of Law.

​38 AXALTA COATING SYSTEMS

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis provides an overview and analysis of: (i) the elements of our compensation program for our named executive officers (“NEOs”) identified below; (ii) the material compensation decisions made under that program and reflected in the executive compensation tables that follow this Compensation Discussion and Analysis; and (iii) the material factors considered in making those decisions. As a company dedicated to a pay-for-performance culture, we intend to provide our named executive officers with compensation that is significantly performance-based.

Our executive compensation program is designed to: align executive pay with our performance on both short- and long-term bases; link executive pay to specific, measurable results intended to create value for our shareholders; and utilize compensation as a tool to assist us in attracting and retaining the high-caliber executives that we believe are critical to our long-term success. Compensation for our NEOs consists primarily of the elements, and their corresponding objectives, identified in the following table.

To serve the foregoing objectives, our overall compensation program is generally designed to be adaptive rather than purely formulaic. Our Compensation Committee has primary authority to determine and approve compensation decisions with respect to our NEOs. For 2017, compensation for our NEOs reflected the overall performance of the Company, each individual’s area of responsibility, and their specific contributions to Axalta’s performance.

For the year ended December 31, 2017, our NEOs are:

•Charles W. Shaver, Chairman and Chief Executive Officer

•Robert W. Bryant, Executive Vice President and Chief Financial Officer

•Steven R. Markevich, Executive Vice President and President, Transportation Coatings and Greater China

•Joseph F. McDougall, Executive Vice President and President, Global Refinish and EMEA

•Michael A. Cash, Senior Vice President and President, Industrial Coatings

•Michael F. Finn, Senior Vice President, General Counsel, and Corporate/Government Affairs and Corporate Secretary

Our compensation decisions for the NEOs in 2017 are discussed below in relation to each of the above-described elements of our compensation program. The below discussion is intended to be read in conjunction with the executive compensation tables and related disclosures that follow this Compensation Discussion and Analysis.

​2018 PROXY STATEMENT 39

Overview of Our Executive Compensation Practices

We maintain several guiding practices and review our compensation programs on an ongoing basis to ensure

that market and regulatory best practices are considered and addressed.

*See the “Potential Payments upon Termination or Change-in-Control” of this Proxy Statement for exceptions in the event of certain terminations of employment.

Role of Say on Pay Votes

We provide our shareholders with the opportunity to cast an annual advisory vote on our executive compensation program for our NEOs (referred to as a “Say on Pay” proposal) and consider this vote in future compensation determinations for our NEOs. At our Annual General Meeting of Members in April 2017, 99% of the votes cast on the “Say on Pay” proposal were voted in favor of the compensation paid to our NEOs, which we consider strong support for our executive compensation program, practices and policies. Accordingly, no significant changes were made to our compensation program for our NEOs following the 2017 Say on Pay proposal.

In addition, we believe the 2017 Say on Pay vote reflects the positive dialogue we had with shareholders following the somewhat lower support received for our 2016 Say on Pay proposal. As we noted in our 2017 Proxy

Statement, following those discussions we concluded the previous lower vote was the result of one-time equity awards granted to our NEOs in May 2015. In April 2015, our NEOs vested in 100% of their outstanding equity pursuant to pre-IPO award agreements upon Carlyle’s ownership interest level dropping below 50%. As a result, our Compensation Committee determined the 0awards were necessary to retain key personnel and to ensure seamless, ongoing business operations. We believe these one-time grants, which were based on a unique set of circumstances (i.e. Carlyle’s equity sale) that we do not expect to reoccur, were successful because the Company has retained all of our NEOs since that date. Based on the 2017 Say on Pay results, we also believe that our shareholders now understand the purpose and rationale for these one-time awards as well as the unique circumstances that led to them.

​40 AXALTA COATING SYSTEMS

Shareholder and Proxy Advisory Firm Feedback and Surveys

To ensure that our Board and Compensation Committee are apprised of the views of our shareholders and the proxy advisory firms as well as evolving best practices, senior management regularly meets with these parties regarding our executive compensation program and follows developments in their methodologies and analyses. As part of this process, we conduct regular outreach initiatives with our significant shareholders and representatives from Institutional Shareholder Services, Inc. and Glass, Lewis & Co. Since our 2017 Annual General Meeting of Members, we met with the

holders of an aggregate of approximately 50% of our outstanding common shares to discuss our executive compensation program. Our Compensation Committee will continue to consider the input from these parties along with the outcome of our shareholders’ votes on Say on Pay proposals when making future decisions on our compensation programs for NEOs. The committee also continually reassesses the competitiveness of our pay programs and their appropriateness in supporting our business strategy.

Compensation Overview

Our overall compensation program is structured to attract, motivate and retain highly qualified executives by paying them competitively, consistent with our success and their contribution to that success. We believe compensation should be structured to ensure that a portion of an executive’s compensation opportunity will be related to factors that directly and indirectly influence shareholder value. Accordingly, we set goals designed to link each NEO’s compensation to our performance and the NEO’s own performance. Consistent with our performance-based philosophy, in 2017, our NEOs’ compensation included variable annual performance-based awards based on our financial and operational performance and long-term equity incentive awards based on our total shareholder return (“TSR”) over a three-year performance period, as described in more detail below under “Long-Term Equity

Incentive Awards – Performance Stock Awards.” This performance-based compensation is intended to align our NEOs’ interests with our short- and long-term performance and the interests of our shareholders.

Total compensation for our NEOs has been allocated between cash and equity compensation, taking into consideration the balance between providing short-term incentives and long-term investment in our financial performance, to align the interests of management with the interests of our shareholders. The variable annual performance-based awards and the long-term equity awards, including the performance stock awards, are designed to ensure that total compensation reflects our overall level of success and to motivate the NEOs to meet appropriate performance measures tied to maximizing total shareholder returns.

*Allocations based on target performance levels

​2018 PROXY STATEMENT 41

Compensation Governance: Oversight and Administration of the Executive Compensation Program

Role of the Compensation Committee

The Compensation Committee has oversight of the Company’s executive compensation program and is provided with the primary authority to determine and approve the compensation paid to our NEOs. The Compensation Committee is charged with, among other things, reviewing compensation policies and practices to ensure: (1) adherence to our compensation philosophies; and (2) that the total compensation paid to our NEOs is fair, reasonable and competitive, taking into account our position within our industry, including our comparative performance, and our NEOs’ level of expertise and experience in their respective positions. In furtherance of the considerations described above, the Compensation Committee is primarily responsible for: (i) determining any future adjustments to base salary and target annual performance-based award levels (representing the non-equity incentive compensation that may be awarded expressed as a percentage of base salary or as a dollar amount for the year); (ii) assessing the performance of the Chief Executive Officer and other NEOs for each applicable performance period; and (iii) determining the awards to be paid to our Chief Executive Officer and

other NEOs under the long-term equity incentive program for each year. The Compensation Committee is also delegated authority to administer our 2014 Incentive Award Plan and approve equity grants under the plan.

To aid the Compensation Committee in making its determinations, the Chief Executive Officer provides recommendations to the Compensation Committee regarding the compensation of all NEOs, excluding himself. The Chief Executive Officer does not participate in discussions about his own compensation, which is handled by the Compensation Committee. The Compensation Committee annually reviews the performance and compensation of our senior executive management team (including the NEOs). In determining compensation levels for our NEOs, the Compensation Committee considers each NEO’s particular position and responsibility and relies upon the judgment and industry experience of the members of the Compensation Committee, including their knowledge of competitive compensation levels in our industry, as well as advice from the independent compensation consultant as discussed below.

Compensation Peer Group and Independent Compensation Advice

We believe that total compensation opportunities for our executive officers (including the NEOs) should be competitive with opportunities for executive officers in similar positions, with similar experience and with similar responsibilities in our marketplace. We generally seek to align base pay with peer median benchmarks and calibrate variable compensation opportunities to provide actual compensation opportunities above peer benchmarks when Company and individual performance were strong, while providing for consequences when performance targets were not met.

The Compensation Committee engages its independent compensation consultant on executive compensation matters, including compiling and presenting comparative data and recommending compensation structures and

levels. For that purpose, the Compensation Committee engaged Exequity for assistance in the determination of 2017 compensation. Exequity provided the Compensation Committee with a comprehensive report that included publicly available compensation data relating to our Chemical Industry Peer Group. The Chemical Industry Peer Group broadly reflects the companies with which we compete for talent, business and investment capital based on the scope of our operations, as measured by revenue and market capitalization. The list of companies included in the Chemical Industry Peer Group for which management and the Compensation Committee reviewed compensation data in 2017 is set forth below. In July 2017, the Compensation Committee engaged Willis Towers Watson as its new independent compensation consultant going forward.

*Most recent data of Peer Group as of date Compensation Committee reviewed peer group compensation

•Revenues for 2015 ranged from $1.745 billion to $15.369 billion, with median of approximately $3.378 billion, as compared to the Company’s 2015 revenues of approximately $4.113 billion (60^th percentile)

•Market capitalization as of September 30, 2016 ranged from $2.066 billion to $27.523 billion, with a median of $6.890 billion, as compared to the Company’s then-current market capitalization of $6.760 billion (48^th percentile)

​42 AXALTA COATING SYSTEMS

Executive Officer Stock Ownership Guidelines

To directly align the interests of our NEOs with our shareholders, our Compensation Committee has adopted stock ownership and holding guidelines. The guidelines require that, within five years of becoming subject to

the guidelines, our NEOs and other officers listed below must directly or indirectly own an amount of our common shares at least equal to the multiple of their respective base salaries set forth below.

If an executive is out of compliance with the ownership requirement, he or she must retain 50% of our common shares acquired upon stock option exercises and 75% of our common shares issued upon the vesting of restricted stock, restricted stock unit and performance stock grants, in each case net of applicable taxes until the executive satisfies the ownership requirement. The Compensation

Committee will annually review each NEO’s compliance with the stock ownership and holding guidelines based on the NEO’s current base salary and the price of our common shares as of the end of the prior year. All of our NEOs were in compliance with the guidelines as of December 31, 2017.

Prohibition on Pledging, Hedging and other Transactions

Our insider trading policy prohibits our officers, directors and employees from pledging their common shares as collateral to secure loans, utilizing their common shares

as collateral for margin loans, engaging in hedging transactions and otherwise speculating on short-term movements in the price of our common shares.

Incentive Compensation Recoupment Policy

In 2017, the Board of Directors adopted an Incentive Compensation Recoupment Policy which provides, among other things, that, in the event the Company

must restate its financial results to correct an accounting error due to material noncompliance with any financial reporting requirement under applicable

​2018 PROXY STATEMENT 43

securities laws within three years after the first issuance of such results, the Company, at the direction of the Compensation Committee, will seek to recover any incentive compensation (cash or equity-based) from any executive officer whose intentional misconduct caused

or contributed to the need for the restatement if a lower award would have been made based upon such restated results. The Compensation Committee will determine in its discretion the amount it will seek to recover.

Base Compensation

We set base salaries for our NEOs generally at a level we deem necessary to attract and retain individuals with superior talent. Each year, the Compensation Committee will determine base salary adjustments, if any, after evaluating the job responsibilities and demonstrated proficiency of the NEOs as assessed by the Compensation Committee, and, for NEOs other than the Chief Executive Officer, in conjunction with recommendations to be made by the Chief Executive Officer. Based on

the Compensation Committee’s review of the job responsibilities and proficiency of each NEO as discussed above under “Compensation Governance: Oversight and Administration of the Executive Compensation Program” in February 2017, the Compensation Committee set base salaries effective April 3, 2017 for all executive officers. Each NEO’s respective base salary increase is set forth in the table below.

Annual Performance-Based Compensation

We structure our compensation programs to reward NEOs based on our performance and the individual executive’s relative contribution to that performance. This allows NEOs to receive annual performance-based awards under the Annual Bonus Plan (“ABP”) in the event certain specified performance measures are achieved. The ABP pool is determined by the Compensation Committee based upon a pre-established formula with reference to the extent of achievement of corporate-level, business-level and individual performance goals established annually by the Compensation Committee. 

The ABP is designed to reward NEOs for contributions made to help us meet our annual performance goals. The amount actually received by the NEOs will depend on our performance and the NEOs’ individual performance during the year. The Compensation Committee may make discretionary adjustments to the formulaic awards to reflect its subjective determination of an individual’s impact and contribution to overall corporate or business performance, as discussed below.

2017 Annual Incentive Formula

​44 AXALTA COATING SYSTEMS

Under the terms of the ABP, the NEOs’ awards are based on a percentage of their base salaries. Once the extent of achievement of corporate and business performance against targets have been determined, the Compensation Committee may adjust the amount of awards paid upward or downward based upon its overall assessment of each NEO’s business impact, leadership and attainment of individual objectives, as well as other related factors. In addition, funding amounts may be adjusted by the

Compensation Committee to account for unusual events such as significant foreign currency exchange rate fluctuations, extraordinary transactions, asset dispositions and purchases, and mergers and acquisitions if, and to the extent, the Compensation Committee does not consider the effect of such events indicative of our performance. The following chart sets forth the threshold, target-level and maximum awards for our NEOs under the ABP:

(1)Reflects threshold Company performance and a 50% individual performance payout.

(2)Reflects target Company performance and a 100% individual performance payout.

(3)Reflects maximum Company performance and a 200% individual performance payout.

For the year ended December 31, 2017, financial performance metrics were based upon Adjusted EBITDA (as defined below), Adjusted Free Cash Flow (as defined below) and Constant Currency Net Sales (as defined below). For this purpose, “Adjusted EBITDA” was defined as our consolidated earnings before interest expense or income, income tax expense or income, depreciation, amortization and other adjustments as defined in the credit agreement governing our senior secured credit facilities. “Adjusted Free Cash Flow” was defined as cash flows from operations less capital expenditures adjusted for certain items which the Company believed due to discrete events should not be included in our incentive compensation targets. “Constant Currency Net Sales” was defined as net sales assuming consistent currency translation rates as those assumed in our 2017 budgeting process. Individual performance is generally based on personal contributions, as described in more detail below. 

For each performance year, the Compensation Committee assigns a target, threshold and maximum value to each financial performance metric. Both the financial and individual performance metrics can range from 0 to 200%. Award amounts for performance between the threshold and maximum levels are determined at

the beginning of the applicable performance period and depend on the level of achievement for each metric relative to its assigned performance target, in accordance with a predetermined payout matrix. The minimum award under the payout matrix is payable only upon achievement of the threshold performance goals for each financial performance metric. For the year ended December 31, 2017, the minimum achievement threshold for each financial performance metric was 85% (i.e., <85% of Adjusted EBITDA, <85% of Adjusted Free Cash Flow and <85% of Constant Currency Net Sales). The maximum award under the payout matrix (i.e., 200% of the target award) is payable only upon achievement of maximum-level performance goals for each financial performance metric (i.e., 117% of Adjusted EBITDA, 117% of Adjusted Free Cash Flow, 117% of Constant Currency Net Sales) and maximum-level individual performance (i.e., 200% of individual performance factor). Award amounts increase linearly with a 3.3:1 slope between threshold and target-level financial performance and linearly with a 6:1 slope between target and maximum-level financial performance.

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The following chart sets forth the weighting of each performance metric, the threshold, target and maximum performance goals, the actual performance achieved for the year ended December 31, 2017, and resulting weighted bonus payout percentage:

(1)Excluding the impact of certain acquisitions. The performance component for Mr. Markevich, Mr. McDougall and Mr. Cash also reflects contributions from our Transportation Coatings and Greater China, Refinish and Industrial Coatings businesses, respectively, to the overall Corporate Adjusted EBITDA metric.

(2)Excluding the impact of certain acquisitions and cash elements or items not included within Adjusted EBITDA.

(3)Excluding the impact of certain acquisitions. The performance component for Mr. Markevich, Mr. McDougall and Mr. Cash also reflects contributions from our Transportation Coatings and Greater China, Refinish and Industrial Coatings businesses, respectively, to the overall Corporate Constant Currency Net Sales metric.

(4)Assumes 100% individual performance factor. Individual performance payouts vary by participant, as described below. 

For the individual performance component, the Compensation Committee provides each NEO with an individual performance factor reflecting the Compensation Committee’s assessment of each NEO’s performance, business impact, contributions and leadership, among other factors. For 2017, the Compensation Committee considered the following key achievements in determining the individual performance component for each of our NEOs:

•Mr. Shaver’s individual performance factor reflected his role in leading the Company to overall solid financial performance in 2017. The Company reported net sales of $4.4 billion, up 7% year-over-year, Adjusted EBITDA of $885 million, and cash from operations of $540 million. Last year, under Mr. Shaver’s leadership, Axalta had substantial organic growth in its Industrial Coatings business and organic share gains in its Refinish business, invested more than $65 million in research and development, introduced more than 250 new products, and opened several new research and development, training and headquarter facilities around the world. In 2017, under the leadership of Mr. Shaver, Axalta made terrific progress on its acquisition strategy, completing eight acquisitions that helped the Company build its product offerings, enter the Industrial Wood Coatings market, and expand its global

reach. Finally, in 2017 Mr. Shaver led the recruitment of Elizabeth Lempres, retired Senior Partner at McKinsey & Co., to serve on the Board of Directors. She is the third female director appointed to our Board. Under Mr. Shaver’s leadership, the Board of Directors continues to be proactive with its commitment to bringing a diverse set of perspectives to Axalta.

•Mr. Bryant’s individual performance factor reflected his leadership of the global finance and information technology organizations. In 2017, Mr. Bryant took responsibility of the “Industrial SWAT Team,” which focused on improving performance of the Industrial Coatings business, including exiting lower profitability products and customers, establishing margin minimums, changing manufacturing and supply chain rules, and implementing additional price increases. Mr. Bryant also oversaw the business case analysis, due diligence, financing, integration and consolidation of five major acquisitions in 2017. In addition, Mr. Bryant led the acquired Industrial Wood Coatings business’ migration from Oracle to SAP to create a more seamless integration of the business into Axalta’s existing systems. To continue building, retaining and expanding the Company’s leadership bench strength in its Finance function, Mr. Bryant filled open leadership positions in multiple regions with internal candidates, back filling

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those positions with additional strong talent. Under Mr. Bryant’s leadership, Axalta added several new, high quality and long-term institutional investors in 2017 and saw several existing shareholders increase their positions in Axalta’s equity. Finally, Mr. Bryant refinanced $2 billion of US Dollar term loan debt, reducing cash interest expense, lowering cost of debt, and extending maturities to 2025.

•Mr. Markevich’s individual performance factor reflects his overall leadership of the global Transportation Coatings business and the Greater China region. In 2017, under Mr. Markevich’s leadership, Axalta’s Transportation Coatings business delivered key replacement and new wins with major customers that resulted in $150 million in additional business at full annual volumes. He also led the Transportation Coatings business to achieve approximately $20 million in price and margin improvement that helped drive the Company’s overall financial performance for the year. In addition, he successfully executed a capital investment plan of $160 million to meet business objectives which included the inauguration of a new facility in Nanjing, China and expansion of Axalta’s facility in Jiading, China. As part of his execution of the Axalta Way cost efficiency initiative, he delivered a total capital expenditures spend for the Transportation Coatings business under budget. Mr. Markevich recruited and developed key leaders in the Transportation Coatings organization, as well as the Greater China region, to build greater expertise and a larger presence in Axalta’s business globally and specifically in China.

•Mr. McDougall’s individual performance factor reflects his leadership in two different roles during 2017. In October 2017, Mr. McDougall assumed responsibility for the Company’s global Refinish business. In his new role, Mr. McDougall created an overarching global strategy to guide regional business execution plans, developed global account management processes and strengthened key customer relationships. Under Mr. McDougall’s leadership, Axalta’s Refinish business delivered on fourth quarter performance. More recently, Mr. McDougall added overall responsibility for Axalta’s EMEA region and is now responsible for all business and operational performance within the region. Previously, he led global Human Resources, Corporate Affairs and Global Branding. In this prior role, during 2017 Mr. McDougall executed on two leadership development programs and completed a global talent review, which

included a deep dive into diversity talent. He also recruited Lynne Sprinkle to serve as his successor as Chief Human Resources Officer. In Corporate Affairs, he led the launch of the new, global employee intranet, saw significant increases in website traffic and social media activity, and also drove expanded branding opportunities for Axalta’s Racing assets.

•Mr. Cash’s individual performance factor reflects his overall leadership of the global Industrial Coatings business. Mr. Cash led our Industrial Coatings business in executing on five key acquisitions during the course of 2017, as well as leading the existing business to organic growth at twice the end-market growth rates. This was accomplished with a steady stream of new product launches (more than 100 new products were launched for the second consecutive year), as well as a keen focus on sales excellence where we gained more than 900 new Industrial Coatings customers globally for the second consecutive year. Mr. Cash also re-organized our Industrial Coatings business into five global business units, focused on continued growth and outperforming the market.

•Mr. Finn’s individual performance factor reflected his leadership of the global legal and compliance functions. Mr. Finn led the legal aspects of the Company’s eight M&A transactions and related financings. In addition, he personally handled the business (non-legal) negotiations for the acquisition of our Industrial Wood Coatings business – the Company’s largest deal to date. He also directly negotiated the settlement of a dispute with a significant vendor, resulting in favorable terms for Axalta. Mr. Finn’s strong guidance and support of the Board was demonstrated in 2017 with the ongoing evolution of the Company’s corporate governance practices, including a completely redesigned proxy statement, the establishment of a new Board committee dedicated to environment, health, safety and sustainability issues, and the adoption of a “clawback” policy and increased director stock ownership guidelines. Under Mr. Finn’s leadership, the Company’s compliance organization completed crisis training in all regions, established streamlined processes and enhanced employee communications. Finally, Mr. Finn continued to develop talent and strengthen the Legal department, filling several key corporate and regional positions.

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Based on the considerations described above and our level of performance in relation to the corporate and business performance targets, the awards earned by Messrs. Shaver, Bryant, Markevich, McDougall, Cash and Finn under the ABP are set forth in the table below.

In addition to the ABP awards, in June 2017 the Compensation Committee approved special one-time cash bonuses in the amount of $75,000 each to Messrs. Cash and Finn in recognition of their significant

contributions to the Company’s largest acquisition to date, the purchase of our North American Industrial Wood Coatings business.

Long-Term Equity Incentive Awards

Performance Stock Awards

Performance stock awards (“PSAs”) granted in 2017 may be earned over a performance period ranging from January 1, 2017 through December 31, 2019 based on the Company’s TSR in relation to a pre-determined set of peer companies (listed below), which includes the companies in our Chemical Industry Peer Group along with four other companies so there is a group large enough to enable

meaningful and credible differentiation in performance. The Company’s relative performance will be determined as of December 31, 2019, and the actual number of shares awarded will be adjusted to between zero and 200% of the target award as detailed below. Earned awards, if any, will vest on the third anniversary of the grant date (February 6, 2020).

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(1)Included in the peer set of companies as of the grant date but subsequently removed following their acquisitions and will not factor into the determination of the Company’s relative performance.

For PSAs granted in 2018, the number of shares earned will be based on the Company’s TSR relative to the S&P 500 rather than the performance peer group listed above.

The target number of annual PSAs granted to our NEOs during the years ended December 31, 2017, 2016 and 2015 is listed below.

Stock Options

Generally, stock options granted under our equity incentive plan have vesting schedules that are designed to encourage an optionee’s continued employment and exercise prices that are designed to reward an optionee for our performance. Stock options granted in 2017 expire ten years from the date of the grant and vest in three substantially equal annual installments on each of the first three anniversaries of the grant date,

subject to the executive’s continued employment on each applicable vesting date and accelerated vesting under certain terminations of employment following a change in control as described below under the section “Severance Arrangements.” The number of the stock options awarded to our NEOs during the years ended December 31, 2017, 2016 and 2015 is listed below.

(1)In conjunction with Mr. Markevich’s promotion in October 2015, he received 23,916 stock options valued at approximately $150,000.

​2018 PROXY STATEMENT 49

Restricted Stock Awards

As with stock options, restricted stock awards (“RSAs”) granted under our equity incentive plan generally have vesting schedules that are designed to encourage a recipient’s continued employment. The annual RSAs granted to our NEOs in 2017 vest in three substantially equal annual installments on each of the first three anniversaries of the grant date, subject to the executive’s

continued employment on each applicable vesting date and accelerated vesting under certain terminations of employment following a change in control as described below under the section “Severance Arrangements.” The number of RSAs granted to our NEOs during the years ended December 31, 2017, 2016 and 2015 is listed below.