MATIV HOLDINGS INC (MATV)
Sector: Materials
2026 Annual Meeting Analysis
MATIV HOLDINGS INC · Meeting: April 30, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Cook has served on the board since 2022, and during his tenure Mativ's stock has fallen roughly 57% over three years while the company's own peer group rose about 35% — a gap of nearly 92 percentage points, far exceeding the 20-point threshold that triggers a no-vote under our policy; the five-year record is similarly poor, so there is no long-term track record to offset the recent underperformance.
Mr. Levi has served on the board since 2016, meaning he has presided over an extended period of severe stock price destruction — Mativ's shares are down roughly 57% over the past three years and nearly 77% over five years, while the company's disclosed peer group gained 35% and 25% respectively over those same periods; the underperformance is both deep and sustained with no long-term mitigant available.
For Analysis
Both director nominees — William Cook and Marco Levi — receive an AGAINST vote because Mativ's stock has dramatically underperformed its own disclosed compensation peer group over both three and five years (gaps of roughly 92 and 101 percentage points respectively against a 20-point trigger threshold), and both directors have served long enough to be fully accountable for that record.
Say on Pay
✓ FORCEO
Shruti Singhal
Total Comp
$3,256,333
Prior Support
96%%
The incoming CEO Shruti Singhal received total compensation of approximately $3.26 million in 2025, which is modest for a CEO at a company of Mativ's size and reflects a transitional arrangement (monthly cash plus a one-time stock award) rather than a full-year standard pay package — his annualized base of $950,000 starting in 2026 is well within the expected range for a mid-cap industrial CEO. The pay program uses meaningful performance conditions, including annual EBITDA, revenue, and safety goals for short-term bonuses, and three-year free cash flow, return on invested capital, and relative total shareholder return metrics for long-term equity awards, with payouts in 2025 coming in below target reflecting actual company performance below plan. Prior-year support was 96%, well above the 70% threshold, and no structural red flags such as excessive perquisites, repricing, or a weak clawback policy are present.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,352,080
Non-Audit Fees
$1,114,746
Non-audit fees (tax compliance, tax consulting, and other fees totaling approximately $1,114,746) represent about 33% of core audit fees of $3,352,080, which is comfortably below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so no tenure trigger fires; no material restatements are noted; and Deloitte is a Big 4 firm appropriate for a company of Mativ's size.
Overall Assessment
The 2026 Mativ Holdings annual meeting presents four proposals; the two director nominees both receive AGAINST votes due to severe and sustained stock price underperformance relative to the company's own peer group over both three and five years, while the auditor ratification passes the non-audit fee and other policy screens and receives a FOR vote, and the Say on Pay vote receives a FOR vote reflecting a transitional but modestly structured CEO pay arrangement with meaningful performance conditions and strong prior-year shareholder support.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing