DNOW INC (DNOW)
Sector: Industrials
2026 Annual Meeting Analysis
DNOW INC · Meeting: May 20, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors to Hold Office for One-Year Terms
Against Analysis
Mr. Alario has served since 2014 and his full tenure overlaps the 3-year underperformance period; DNOW's stock returned +14.6% over three years while its compensation peer group median returned +109.5%, a gap of 94.9 percentage points — far exceeding the 35-point threshold that triggers a no vote, and the 5-year record shows an equally large gap with no mitigating improvement.
Ms. Bonno has served since 2014 and her full tenure overlaps the underperformance period; the same 94.9-percentage-point gap versus the compensation peer group median applies, well above the 35-point policy trigger, and the 5-year check provides no relief.
As CEO and a director since June 2020, Mr. Cherechinsky's tenure meaningfully overlaps the 3-year underperformance period; DNOW trails its peer group median by 94.9 percentage points over three years, exceeding the 35-point trigger, and the 5-year record shows a 100.2-point gap with no mitigating improvement — executive directors are subject to the same TSR trigger as all other directors independent of the Say on Pay vote.
Mr. Cobb has served since 2014 with full overlap of the underperformance period; the 94.9-percentage-point shortfall versus peers far exceeds the 35-point threshold, and the longer 5-year track record shows an equally severe gap of over 100 points with no mitigating improvement.
Mr. Coppinger has served since 2017 and his full tenure overlaps the 3-year measurement window; the same 94.9-point peer gap applies and the 5-year check shows no improvement, triggering a no vote under the policy.
Ms. David-Green joined in 2023, which is more than 24 months ago and means her tenure covers the majority of the 3-year underperformance window; the peer gap of 94.9 percentage points far exceeds the 35-point trigger and the 5-year check provides no relief, so the policy requires a no vote.
Ms. Reed joined in August 2021, more than 24 months ago, so she is not exempt from the TSR trigger; the 94.9-point peer gap exceeds the 35-point threshold for a company with low-positive absolute returns, and the 5-year check shows a 100.2-point gap with no mitigating improvement.
For Analysis
Mr. Damiris joined the board in November 2025 following the MRC Global acquisition, placing him well within the 24-month window that exempts new directors from the TSR performance trigger, so no negative vote is warranted at this time.
Mr. Jadin joined the board in November 2025 following the MRC Global acquisition, placing him well within the 24-month new-director exemption from the TSR trigger, so no negative vote is warranted at this time.
Of the nine nominees, seven trigger the TSR underperformance policy — DNOW's stock returned +14.6% over three years while its compensation peer group median returned +109.5%, a 94.9-percentage-point gap that far exceeds the 35-point threshold applicable to companies with low-positive absolute returns. The two newest directors (Damiris and Jadin, both joined November 2025) are exempt as new directors within the 24-month window. The 5-year record provides no mitigant for any of the seven triggering directors, as the 5-year gap of -100.2 points also exceeds the applicable threshold.
Say on Pay
✓ FORCEO
David Cherechinsky
Total Comp
$7,118,605
Prior Support
95%%
The prior Say on Pay vote received approximately 95% shareholder support, well above the 70% threshold that would require demonstrated changes. The CEO's total compensation of $7,118,605 is broadly consistent with a CEO benchmark for an industrial company in the $2–3 billion market cap range, and the company discloses that approximately 86% of CEO pay is at-risk and performance-based, comfortably exceeding the 50–60% variable pay threshold required by policy. While DNOW's stock has significantly underperformed its peer group, the performance share awards incorporate relative total shareholder return as a metric, meaning the incentive structure is at least partially tied to relative shareholder outcomes, and the overall pay level does not appear materially above benchmark in a way that would require a no vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$2,015,000
Non-Audit Fees
$584,750
KPMG was only appointed in May 2025 (less than one year of tenure), so there is no long-tenure independence concern; non-audit fees (tax fees of $524,750 plus audit-related fees of $60,000 = $584,750) represent approximately 29% of audit fees of $2,015,000, well below the 50% threshold that would raise independence concerns, and KPMG is a Big 4 firm fully appropriate for a company of DNOW's size.
Overall Assessment
The 2026 DNOW annual meeting ballot contains three proposals; the most significant governance concern is severe multi-year stock price underperformance relative to compensation peers — DNOW returned +14.6% over three years while its peer group median returned +109.5%, triggering no-vote determinations against seven of nine director nominees. The auditor ratification and Say on Pay proposals both pass policy screens and receive FOR determinations.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing