ELEMENT SOLUTIONS INC (ESI)
Sector: Materials
2026 Annual Meeting Analysis
ELEMENT SOLUTIONS INC · Meeting: May 4, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2019; ESI's 3-year price return of +89.4% outperforms the XLB sector ETF by +57.2 percentage points, which is below the 65-percentage-point trigger threshold for a strong-positive TSR period, so no TSR-based concern applies; no overboarding, attendance, or independence issues identified.
Independent director since 2013; holds two outside public company board seats (APi Group and Nomad Foods), which is within the permitted limit for a non-executive director; strong stock performance during his tenure and no other policy triggers apply.
Independent director since 2021; chairs the Audit Committee and is designated an audit committee financial expert; well within the 24-month new-director exemption window relative to the full 3-year TSR measurement period, and no other policy triggers apply.
Independent director since 2019 with deep chemicals industry experience; ESI's 3-year TSR outperformance versus XLB (+57.2pp) does not reach the 65pp trigger threshold; no overboarding, attendance, or independence concerns identified.
Independent director since 2013 and current Lead Director; designated an audit committee financial expert; ESI's 3-year TSR outperformance versus XLB (+57.2pp) does not reach the 65pp trigger threshold; no other policy concerns identified.
Independent director since 2013; holds two outside public company board seats (Clearway Energy and Hut 8 Corp.), which is within the permitted limit for a non-executive director; no TSR trigger, attendance, or independence concerns identified.
Independent director since 2024; joined within the past 24 months and is therefore exempt from the TSR trigger under policy; relevant financial advisory background and no other policy concerns identified.
All seven director nominees receive a FOR vote. ESI's 3-year stock price return of +89.4% outperforms the XLB Basic Materials sector ETF benchmark by +57.2 percentage points, which falls below the 65-percentage-point trigger threshold applicable to a company with strong positive absolute returns, so no TSR-based concerns arise for any director. The board is 86% independent, all committees are fully independent, attendance was above 75% for all directors in 2025, no director is overboarded, and the company discloses a board skills matrix.
Say on Pay
✓ FORCEO
Benjamin H. Gliklich
Total Comp
$26,480,462
Prior Support
93.92%%
The CEO's reported total pay of $26.5 million in 2025 is significantly elevated compared to his 2024 pay of $6.9 million, primarily because of a single large share award of 750,000 shares granted in December 2025 (valued at approximately $19.1 million) that was designed to partially make up for years of below-market pay during 2022–2025 — a period in which ESI delivered top-quartile stock performance relative to its peers while CEO compensation sat in the bottom quartile of the peer group. Stripping out this one-time remediation award, the underlying 2025 compensation package consists of a base salary, a performance bonus tied to adjusted EBITDA and adjusted EPS (both of which were met or exceeded), and regular long-term equity grants with meaningful multi-year performance conditions including a relative total shareholder return modifier — all of which reflect a well-structured, performance-linked pay program. The prior year Say on Pay vote received 93.92% shareholder support, the company has a robust clawback policy, and the pay-for-performance alignment is supported by ESI's strong 3-year and 5-year stock returns; on balance, the pay program warrants a FOR vote despite the headline pay figure.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$5,500,000
Non-Audit Fees
$700,000
Non-audit fees (tax services of $0.7 million) represent approximately 12.7% of total audit fees of $5.5 million, well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of ESI's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy; this absence is noted as a minor negative but does not change the vote.
Overall Assessment
The 2026 ESI annual meeting presents three standard proposals: election of seven directors, ratification of PwC as auditor, and an advisory vote on 2025 executive pay. All three proposals receive FOR votes — the director slate is well-qualified and independent, PwC's fee structure raises no independence concerns, and while CEO pay appears large at $26.5 million, the elevated figure reflects a one-time remediation award for historically below-market pay during a period of top-quartile stock performance rather than a structural pay excess. No stockholder proposals were submitted for the 2026 meeting.