KOPPERS HOLDINGS INC (KOP)
Sector: Materials
2026 Annual Meeting Analysis
KOPPERS HOLDINGS INC · Meeting: May 7, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Proposal for Election of Directors
KOP's 3-year total shareholder return of +19.8% outperforms the company-disclosed peer group median of +9.0% by +10.8 percentage points, well below the 35-point underperformance threshold required to trigger a vote against under policy; no overboarding, attendance, or independence flags apply.
No TSR underperformance trigger applies; Dr. Feng holds no other public company board seats, has relevant specialty chemicals expertise from PPG Industries, and the proxy discloses no attendance or independence concerns.
No TSR underperformance trigger applies; Ms. Jensen holds no other public company board seats, brings deep chemicals and manufacturing industry experience from H.B. Fuller, and no attendance or independence concerns are flagged.
Mr. Motley serves on two other public company boards (F.N.B. Corporation and Coherent Corp.), which is within the four-seat limit for non-executive directors; no TSR underperformance trigger applies and no attendance or independence concerns are flagged.
Ms. Posadas joined the board in 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; she holds no other public company board seats and brings relevant specialty chemicals industry experience.
No TSR underperformance trigger applies; Mr. Sandifer is a sitting CFO (not CEO) of FMC Corporation and holds no other outside public board seats, has clear financial expertise qualifying him as audit committee chair, and no attendance or independence concerns are flagged.
Mr. Vartanian joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he serves on one other public company board (MSA Safety) and brings relevant manufacturing and safety industry expertise.
No TSR underperformance trigger applies; Ms. Wilkerson holds no other public company board seats and brings broad human capital and global operations expertise; no attendance or independence concerns are flagged.
All eight director nominees receive a FOR vote. KOP's 3-year total shareholder return of +19.8% outperforms the company-disclosed peer group median of +9.0% by approximately 11 percentage points, far from the 35-point underperformance threshold needed to trigger votes against any director. No overboarding, attendance below 75%, or independence concerns are identified for any nominee. Two newer directors (Posadas, Vartanian) benefit from the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Leroy M. Ball
Total Comp
$6,358,244
Prior Support
98%%
CEO total compensation of approximately $6.36 million is reasonable for a Basic Materials company with a market cap of roughly $745 million, and the pay structure is heavily performance-oriented — approximately 84% of the CEO's pay is at risk, with roughly 69% tied directly to financial or stock performance goals including multi-year performance stock awards benchmarked against the S&P Small Cap 600 Materials Index and a three-year adjusted EBITDA target. Pay-for-performance alignment is supported by KOP's 3-year total shareholder return of +19.8%, which outperforms the company-disclosed peer group median of +9.0%, and the annual cash incentive payout came in at only 53% of target, reflecting below-target operational results — exactly the kind of downward sensitivity shareholders should expect from a well-designed program. The company received 98% shareholder support on Say on Pay at the 2025 annual meeting, maintains a clawback policy, and has meaningful stock ownership requirements for executives.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not provide a specific fee table with dollar amounts for audit and non-audit fees, so the non-audit fee ratio trigger cannot be assessed; KPMG is a Big 4 firm appropriate for a company of KOP's size and complexity, auditor tenure is not disclosed in the provided text (no confirmed tenure data means the tenure trigger does not fire per policy), and no material financial restatements are disclosed.
Overall Assessment
The 2026 Koppers Holdings annual meeting presents a clean ballot: all eight director nominees receive a FOR vote supported by above-peer total shareholder return over three years, the Say on Pay vote receives a FOR supported by a strongly performance-weighted pay structure and 98% prior-year shareholder approval, and auditor ratification of KPMG earns a FOR as a Big 4 firm appropriate for the company with no disclosed fee ratio or restatement concerns. The only non-standard item is an Employee Stock Purchase Plan share increase, which falls outside the scope of the current voting policy.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing