Sector: Materials
AVIENT CORP · Meeting: May 14, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eleven Director Nominees to Our Board of Directors
Director since 2018 with relevant executive and healthcare industry experience; no overboarding, attendance, or independence concerns; TSR gap of -31.3pp versus XLB does not meet the 50pp threshold required to trigger a vote against for low-positive absolute 3-year TSR.
Director since 2004 with deep financial and governance expertise; holds 3 outside public board seats which is within the 4-seat limit; TSR underperformance gap of -31.3pp versus XLB does not meet the 50pp threshold.
Director since 2021 with relevant digital and technology expertise; no overboarding or independence concerns; TSR gap of -31.3pp versus XLB does not meet the 50pp threshold.
Director since 2015 with strong financial and medtech experience; holds 2 public board seats within policy limits; TSR gap of -31.3pp versus XLB does not meet the 50pp threshold.
CEO and director since 2023, within the 24-month exemption window for the TSR trigger; relevant industry and executive experience; no independent policy trigger applies.
Director since 2013 with extensive specialty chemicals and CEO experience; holds 2 public board seats within policy limits; TSR gap of -31.3pp versus XLB does not meet the 50pp threshold.
Director since 2017 with deep chemical and CEO experience; holds 2 public board seats within policy limits; TSR gap of -31.3pp versus XLB does not meet the 50pp threshold.
Director since 2021 with relevant supply chain and operations expertise; no outside public board seats; TSR gap of -31.3pp versus XLB does not meet the 50pp threshold.
Director since 2013 with strategic and agricultural science experience; holds 1 public board seat; TSR gap of -31.3pp versus XLB does not meet the 50pp threshold.
Director since 2019 with relevant technology and innovation expertise; holds 3 public board seats within policy limits; TSR gap of -31.3pp versus XLB does not meet the 50pp threshold.
Director since 2011 with relevant specialty chemicals CEO experience; holds 1 public board seat; TSR gap of -31.3pp versus XLB does not meet the 50pp threshold.
All eleven director nominees receive a FOR vote. Avient's 3-year stock return of +1.5% is in the low-positive range (0–20%), which means the TSR underperformance threshold using the sector benchmark XLB (the fallback, since no named peer group is used for director TSR purposes) is 50 percentage points. The actual gap between Avient and XLB is -31.3pp, well below that trigger. No director has an overboarding issue, attendance problem, independence concern, or familial relationship that would trigger a vote against. CEO Khandpur joined in 2023 and falls within the 24-month new-director exemption.
CEO
Ashish K. Khandpur
Total Comp
$5,818,257
Prior Support
92%%
The CEO's total reported compensation of approximately $5.8 million is reasonable for a specialty chemicals company of Avient's size (~$3.3 billion market cap), and prior shareholder support was very strong at over 92% in 2025, well above the 70% threshold that would require a response. The pay structure is appropriately weighted toward variable compensation — at roughly 87% of total pay for the CEO (70% long-term incentive plus 17% annual incentive), which comfortably exceeds the 50–60% minimum required for senior executives. The 2025 annual incentive paid out at only 51.6% of target for the CEO due to revenue falling below threshold and sustainability goals not being met, which demonstrates that the incentive plan is functioning as intended and aligning executive pay with actual company results. The long-term incentive plan now includes relative total shareholder return as a metric (33% weight), further strengthening pay-for-performance alignment, and the company maintains an NYSE-compliant clawback policy.
Auditor
Ernst & Young LLP
Tenure
33 yrs
Audit Fees
$4,600,000
Non-Audit Fees
$200,000
EY has been Avient's auditor since 1993, a tenure of approximately 33 years that exceeds the 25-year threshold under our policy, which would ordinarily trigger a vote against. However, the audit committee's proxy disclosure provides a specific rationale for continued engagement, citing its annual evaluation of EY's performance, qualifications, and independence, active lead partner rotation (most recent rotation in 2022), and direct Audit Committee involvement in partner selection — this constitutes the 'specific and compelling rationale' that allows the tenure trigger to be waived. Non-audit fees (primarily tax services of $0.2 million) represent only about 4.3% of audit fees of $4.6 million, well below the 50% threshold. EY is a Big 4 firm appropriate for a $3.3 billion market cap company.
Avient's 2026 annual meeting features three standard proposals: election of eleven directors, ratification of Ernst & Young as auditor, and an advisory vote on executive pay. All three receive a FOR vote — the director slate has no overboarding, attendance, or independence issues and the TSR underperformance gap does not reach the policy trigger threshold; the auditor's long tenure is offset by a specific audit committee rationale and active partner rotation; and executive pay is appropriately structured with strong variable weighting and demonstrated pay reductions when performance fell short.
