The core problem is a severe disconnect between what shareholders have experienced and what the CEO has been paid: MATW's stock has lost 22% over three years while the company's own peer group gained a median of 28%, meaning shareholders have underperformed their peers by more than 50 percentage points, yet the CEO received over $5.7 million in total compensation. Under the voting policy, above-benchmark variable pay combined with TSR that trails sector/market-cap peers by more than 20 percentage points over three years triggers a AGAINST determination, and the gap here — 50 points — is far beyond that threshold. While the company has taken some positive steps (strategic divestitures, dividend increases, board refreshment), those actions do not offset the fundamental failure of the incentive program to align executive outcomes with shareholder experience over the measurement period.

The fees paid to Ernst & Young in fiscal 2025 include $2,050,000 for the core audit, but an additional $1,102,000 for audit-related work (regulatory compliance and financial diligence) and $197,000 for tax services, totaling $1,299,000 in non-audit fees — that is roughly 63% of the audit fee, well above the 50% threshold in the voting policy; a non-audit relationship this large relative to the audit raises independence concerns, triggering a AGAINST vote even though the firm otherwise appears adequate for a company of this size.