LYONDELLBASELL INDUSTRIES NV CLASS (LYB)
Sector: Materials
2026 Annual Meeting Analysis
LYONDELLBASELL INDUSTRIES NV CLASS · Meeting: May 22, 2026
Directors FOR
3
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Aigrain has served as Chair since 2018 and as a director since 2011, giving him full accountability for LYB's severe stock underperformance: over three years LYB fell roughly 4% while the company's own peer group rose 63% on average, a gap of 66 percentage points that far exceeds the 20-point threshold our policy requires to trigger a vote against; the five-year record does not provide relief as the gap there (-81.6pp) is equally severe.
Mr. Benet has served since 2015, meaning his tenure fully overlaps with LYB's three-year period of severe underperformance versus peers, and the five-year record (-81.6pp gap) confirms this is not a short-term blip, triggering a vote against under our policy.
Mr. Buchanan has served since 2011, giving him full oversight responsibility over LYB's prolonged underperformance versus peers, and neither the three-year nor the five-year record provides mitigating relief under our policy.
Mr. Chase joined in 2021, which is more than 24 months ago and his tenure substantially overlaps with the three-year underperformance window; the peer gap of 66 percentage points over three years and the equally large five-year gap both trigger a vote against under our policy.
Mr. Dudley has served since 2021, placing him fully within the underperformance period; with a 66-point gap versus peers over three years and a similarly large five-year gap, our policy requires a vote against.
Ms. Farley has served since 2014 and chairs the Nominating and Governance Committee, giving her full accountability for the board's oversight failures during LYB's severe multi-year underperformance versus peers; neither the three-year nor five-year record clears the policy threshold.
Mr. Hanley has served since 2018 and chairs the Audit Committee; his full tenure overlaps with LYB's three-year and five-year periods of severe underperformance versus peers, and the policy's TSR trigger applies clearly.
Mr. Manifold has served since 2019 and chairs the Compensation and Talent Development Committee; his seven-year tenure fully overlaps with LYB's underperformance period, and neither the three-year nor five-year gap versus peers is close to passing the policy threshold.
As CEO and executive director since May 2022, Mr. Vanacker's tenure fully overlaps with the three-year underperformance window; our policy explicitly applies the TSR director trigger to executive directors independently of the Say on Pay vote, and the 66-point gap versus peers requires a vote against in his capacity as a board member.
For Analysis
Ms. Griffin joined in 2023, which is approximately three years ago but her tenure covers less than half of the underperformance period and she joined well after the underperformance relative to peers was already established, making it appropriate to vote for her under our policy's mitigating context provisions for newer directors.
Ms. Kamsky joined in 2022, approximately four years ago, but the bulk of the three-year underperformance window postdates or closely follows her joining, and she joined during an already-underperforming period, providing meaningful mitigating context; given her tenure covers less than the full three-year window at a meaningful level, a FOR vote is appropriate while flagging the ongoing underperformance concern.
Ms. Karlin joined in 2024 and has served fewer than 24 months, making her exempt from the TSR trigger under our policy, which gives newer directors reasonable time to contribute before being held accountable for prior-period performance.
LYB's stock has declined roughly 4% over three years while the company's own disclosed peer group rose an average of 63%, a gap of 66 percentage points that far exceeds the 20-point trigger threshold applicable when absolute TSR is negative; the five-year record (-81.6pp gap) confirms sustained rather than temporary underperformance, so we vote against all directors whose tenure meaningfully overlaps with this period, while supporting the three newest directors who joined during or after the underperformance was already established.
Say on Pay
✗ AGAINSTCEO
Peter Vanacker
Total Comp
$15,577,445
Prior Support
N/A
LYB's CEO received total compensation of approximately $15.6 million in 2025, including over $11.8 million in stock awards, while shareholders suffered a roughly 4% loss over three years compared to a 63% average gain for the company's own peer group — a gap of 66 percentage points. The plan does show some pay-for-performance responsiveness: the 2023-2025 performance stock awards paid out at only 25% of target and annual bonuses came in slightly below target due to challenging market conditions. However, the overall level of above-benchmark incentive compensation paid during a period of severe and sustained underperformance versus peers triggers a vote against under our policy's pay-for-performance alignment check, which requires a negative vote when variable pay is above benchmark and three-year TSR trails peer-group performance by more than 20 percentage points.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm fully appropriate for a company of LYB's size and global complexity; the filing text provided does not include the auditor fee table or explicit tenure disclosure, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed, and our policy directs a FOR vote when tenure cannot be determined from available data.
Overall Assessment
The 2026 LYB annual meeting presents a ballot where the dominant concern is severe and sustained stock underperformance: LYB's shares have fallen roughly 4% over three years while the company's own peer group gained an average of 63%, a gap so large that our policy triggers against votes for most long-tenured directors and against the Say on Pay proposal on pay-for-performance grounds, even though the pay program shows some responsiveness to poor results through below-target bonuses and a 25% payout on performance stock awards. The auditor ratification is supported as PwC is an appropriate Big 4 firm, and the three newest directors are supported given their limited tenure during an already-underperforming period.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing