Executive Indian

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Four Months, Then He Gave It Back

Rakesh Sachdev was an independent director when Axalta's chief executive quit. He ran the company four months, handed it back, and now chairs it into a $25 billion merger.

Lower Manhattan — Superbass, CC BY-SA 4.0, via Wikimedia Commons
Lower Manhattan — Superbass, CC BY-SA 4.0, via Wikimedia Commons

Axalta Coating Systems signed two agreements on July 25, 2022. The first paid its chief executive, Robert Bryant, $4,840,000 in cash severance over 24 months to step down. The second asked one of its own outside directors to run the company until somebody else could be found.

That director was Rakesh Sachdev. He had been on the board 23 months. He had already been chief executive of two public companies, and he had joined Axalta in August 2020 for the reason most people join boards at that stage of a career - to advise, not to operate.

The Form 8-K filed the next day set out the terms in the flat register the SEC requires: a base salary of $1,100,000, restricted stock units with a grant-date value of $6,000,000, effective August 31, and no arrangement or understanding with any other person as to how he had been selected. Axalta had a chief executive again.

It had him for four months.

The Market Priced The Gap

What the market made of that year sits in Axalta's own proxy statement, filed with the SEC in April 2026, inside the pay-versus-performance table that public companies are required to publish and almost nobody reads.

Measured from the start of the table's five-year window, the value of an initial fixed $100 investment in Axalta stood at $89.21 at the close of 2022. The peer-group figure for the same date was $124.82. Backing the company had lost money. Backing the sector had made almost a quarter. Net income for the year was $192 million. Adjusted EBITDA was $811 million.

Those are the numbers underneath the interregnum, and they are why the four months are worth reading closely.

The rest of the table records what came after: net income of $269 million in 2023, $391 million in 2024, $379 million in 2025; adjusted EBITDA of $951 million, then $1,116 million, then $1,128 million. The $100 investment closed 2023 at $118.98.

Sachdev delivered none of it. By then he had handed the company to Chris Villavarayan and taken the board chair.

He Had Sold One Before

A board reaches for a sitting director in that situation for one reason. The director has done the job before, under conditions the board already knows about.

On September 22, 2014, Merck KGaA agreed to buy Sigma-Aldrich, the life sciences supplier Sachdev then ran, for $17 billion in cash - the largest acquisition in the German company's history. The next day Sigma-Aldrich filed the entire transcript of the announcement call with the SEC as soliciting material, which is why his words that morning survive verbatim rather than in summary.

He spoke third, after the Merck chairman. He led with fit rather than price. The deal, he said, was "an exciting combination for our two companies that will enhance our position clearly as a leader in the life science industry." The money got a single clause - "a significant premium and immediate value for our shareholders" - and then he went back to complementary portfolios, geographic reach and the e-commerce platform he had built. He closed on an ordering rather than a number - "When the customers benefit, the business benefits and the employees benefit" - and handed over to the Merck finance chief.

Before Axalta he also ran Platform Specialty Products Corporation, the specialty chemicals company since renamed Element Solutions. He chairs Regal Rexnord and sits on the boards of Edgewell Personal Care, Herc Holdings and Actylis. Across four decades the pattern holds: chemicals, industrials, and the seat nearest the transaction.

The Half Axalta Did Not Get

On November 18, 2025, AkzoNobel and Axalta announced an all-stock merger of equals. An enterprise value of approximately $25 billion. Approximately $17 billion of combined 2024 revenue. Approximately $600 million of identified run-rate synergies, 90 percent of them expected within three years of closing. A footprint of 173 manufacturing sites, 91 research facilities, around 100 brands and more than 160 countries.

Read the governance paragraph and the division becomes plain. The combined company takes a single NYSE listing, dual headquarters in Amsterdam and Philadelphia, and a Dutch domicile. AkzoNobel's Greg Poux-Guillaume becomes chief executive. Sachdev, 70, becomes chair of the one-tier board.

Axalta supplies the chair and half a headquarters. The other side supplies the chief executive and the country.

His statement that day claimed the shareholder case and left the operating case to the people who will run it: "The Axalta Board is confident that this combination with AkzoNobel will create significant value for our shareholders as we move ahead."

Six months later the deal nearly acquired a second story.

The Bids That Arrived Late

In May 2026, with the joint registration statement about to be filed publicly and shareholder votes scheduled for the back half of July, AkzoNobel disclosed that it had received unsolicited bids to break the company up. Its boards rejected them and reaffirmed the merger. Axalta recorded the episode in a letter to its own employees, filed with the SEC on May 27, 2026, alongside the flat assurance that nobody's role or day-to-day work was changing.

A merger of equals is the most exposed structure in corporate finance. There is no premium to defend it, two shareholder bases to satisfy, and a governance split that a rival offer can price apart line by line. This one held.

The Vote, Then The Regulators

On August 5, 2026, both companies convened their meetings on the same day, and both shareholder bases approved. Axalta called its own result overwhelming.

Sachdev's statement ran to conviction and intent. The vote was, in his phrasing, "an important milestone toward creating a premier global coatings company" and the support reaffirmed the board's conviction about what the combination would build. Then the forward half: "I look forward to working with our combined team to deliver on the promise of this combination."

Completion still turns on regulators, in every jurisdiction where two of the largest coatings companies on earth currently compete for the same customers. The companies expect to close late in 2026 or early in 2027.

In 2022 the board handed him a company for four months and he gave it back. If the approvals come, he will be handed a much larger one - and this time the chief executive's chair was assigned to somebody else before he ever sat down.

Sources

  1. U.S. SEC EDGAR - Axalta Coating Systems Ltd., Definitive Proxy Statement (DEF 14A), filed 2026-04-21
  2. U.S. SEC EDGAR - Axalta Coating Systems Ltd., Form 8-K Item 5.02, filed 2022-07-26
  3. U.S. SEC EDGAR - Akzo Nobel N.V. media release of 2025-11-18, filed under Rule 425 (subject company Axalta Coating Systems Ltd.)
  4. U.S. SEC EDGAR - Axalta Coating Systems Ltd., Form 8-K Exhibit 99.1, press release dated 2026-08-05
  5. U.S. SEC EDGAR - Sigma-Aldrich Corporation, Schedule 14A soliciting material (DEFA14A) filed 2014-09-23, transcript of the Merck KGaA acquisition media call
  6. U.S. SEC EDGAR - Axalta Coating Systems Ltd., employee letter filed under Rule 425, dated 2026-05-27
  7. U.S. SEC EDGAR - Sigma-Aldrich Corporation, Schedule 14A soliciting material (DEFA14A) filed 2014-09-23, transcript of the Merck KGaA acquisition media call (closing passage)