COMPASS MINERALS INTERNATIONAL INC (CMP)
Sector: Materials
2026 Annual Meeting Analysis
COMPASS MINERALS INTERNATIONAL INC · Meeting: March 5, 2026
Directors FOR
4
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Dowling has served since 2022, giving him meaningful tenure overlap with CMP's severe stock underperformance — the stock lost 31% over three years while the company's own compensation peer group gained 27% on average, a gap of 58 percentage points that far exceeds the 20-point trigger threshold; the 5-year record is even worse at -92 percentage points below peer median, so the 5-year mitigant does not apply, and a vote against is warranted.
Mr. Dealy has served since 2022, covering the full period of CMP's severe underperformance relative to the company's own peer group — a 58-percentage-point gap against peers over three years far exceeds the policy trigger, and the 5-year record provides no mitigating relief given an even larger deficit; no attendance issues or other concerns, but the performance trigger is clear.
Mr. Joyce has served since 2021 and his tenure fully overlaps the three- and five-year underperformance periods during which CMP's stock trailed its own compensation peer group by 58 and 92 percentage points respectively, both far exceeding the applicable policy thresholds; no attendance or qualification concerns exist, but the performance trigger is unambiguous.
Ms. Miller has served since 2022, with tenure that covers the full underperformance window during which CMP lost 31% while peers gained 27%, a gap of 58 percentage points well above the 20-point trigger for companies with negative absolute returns; the 5-year record is equally poor, so the longer-term mitigant does not apply.
Mr. Reece has served as a director since 2019 and as Non-Executive Chairman since 2021, giving him the longest tenure overlap with CMP's sustained underperformance; over both the three-year and five-year windows, CMP's returns trail the company's own peer group by 58 and 92 percentage points respectively, far exceeding all applicable thresholds, and as Board Chair he bears particular accountability for strategic oversight during this period.
For Analysis
Mr. Ball joined the board in December 2025, well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; he brings extensive mining and financial expertise relevant to Compass Minerals' needs.
Ms. Merle joined the board in December 2025, well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; she brings strong HR, finance, and sustainability experience relevant to Compass Minerals.
Mr. Roberts joined the board in December 2025, well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; he brings deep salt and potash industry expertise that directly addresses shareholder feedback requesting more mining experience on the board.
Mr. Safran joined the board in December 2025, well within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; while he is correctly classified as non-independent due to his company's $3.2 million commercial relationship with Compass Minerals, he does not serve on the Audit or Compensation Committee, so no independence-related policy trigger fires.
Five of nine nominees — all those with tenure exceeding 24 months — receive AGAINST votes because CMP's stock underperformed its own compensation peer group by 58 percentage points over three years (negative absolute TSR of -31.1% vs. peer median +26.9%), far exceeding the 20-point trigger; the 5-year record is worse still (-92 percentage points), so no mitigating relief applies. The four directors who joined in December 2025 are exempt as new directors within the 24-month window.
Say on Pay
✗ AGAINSTCEO
Edward Dowling Jr.
Total Comp
$6,343,575
Prior Support
93%%
The core pay-for-performance test fails: CMP's stock lost 31% over three years while the company's own peer group gained 27% on average, yet the CEO received a cash bonus of $1.65 million — paid out at 127% of target — and a $3.5 million long-term equity grant, putting total compensation at $6.34 million. While the prior 2023-2025 performance stock award cycle correctly paid out at zero given bottom-decile total shareholder return, the annual bonus metrics (operating cash flow, capital expenditures) are short-term operational measures that do not adequately reflect the shareholder experience, resulting in above-target bonus payouts during a period of severe stock price underperformance relative to peers. The prior say-on-pay vote was 93% in favor, so there is no prior-year failure to engage, but the structural misalignment between incentive pay levels and shareholder outcomes warrants a no vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with sufficient data to calculate the non-audit fee ratio, and auditor tenure is not disclosed in the provided text; per policy, the tenure trigger requires confirmed data to fire and the fee ratio trigger requires actual fee figures, so neither trigger applies and the default vote of FOR governs. KPMG is a Big 4 firm appropriate for a company of Compass Minerals' size and complexity.
Overall Assessment
The 2026 Compass Minerals annual meeting ballot presents significant governance concerns centered on sustained, severe stock underperformance — CMP's shares lost 31% over three years while its own compensation peer group gained 27%, a 58-percentage-point deficit that triggers against votes for all five long-tenured directors and a no vote on executive compensation due to pay-for-performance misalignment; the four directors who joined in December 2025 and the auditor ratification pass without triggering any policy flags.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing