MYERS INDUSTRIES INC (MYE)
Sector: Materials
2026 Annual Meeting Analysis
MYERS INDUSTRIES INC · Meeting: April 23, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2021 (within 24-month exemption window has passed but TSR trigger does not fire — 3-year gap of -11.3pp is below the 35pp threshold for low-positive TSR); no overboarding, attendance, or independence concerns identified.
Director since 2018 with strong industrial and CEO experience; 3-year TSR gap of -11.3pp is well below the 35pp trigger threshold; no overboarding or independence concerns.
Board Chair since 2016 with extensive financial and investment experience; 3-year TSR gap of -11.3pp is below the 35pp trigger threshold; qualified audit committee financial expert with no independence concerns.
Director since 2015 with deep capital markets and governance experience; 3-year TSR gap of -11.3pp is below the 35pp trigger threshold; serves as Governance Committee Chair with no independence concerns.
Joined the board in October 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; brings relevant industrial and technology strategy experience.
Director since 2018 serving as Audit Committee Chair; former CFO of a public company with demonstrated financial expertise; 3-year TSR gap of -11.3pp is below the 35pp trigger threshold.
Became CEO and director in January 2025 and is exempt from the TSR trigger under the 24-month new-director exemption; brings directly relevant operational and manufacturing leadership experience.
New nominee in 2026 and exempt from the TSR trigger; brings relevant automotive and industrial manufacturing leadership experience, with the prior bankruptcy at APC Automotive disclosed transparently in the proxy.
All eight nominees receive a FOR recommendation. The company's 3-year total shareholder return of +9.9% trails the peer group median by only 11.3 percentage points, well below the 35-percentage-point trigger threshold that applies when absolute returns are in the low-positive range. Three directors (Schapper, Ludwig, Warfield) joined within the past 24 months and are exempt from the TSR analysis. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Aaron Schapper
Total Comp
$3,889,228
Prior Support
96.6%%
The CEO received total compensation of approximately $3.9 million in his first full year, which is reasonable for a CEO at a roughly $774 million market-cap consumer cyclical company and does not appear materially above benchmark. The compensation structure is well-designed for performance alignment: roughly 80% of the CEO's target pay is variable, with annual bonuses tied to adjusted EBITDA and long-term awards tied to three-year cumulative adjusted earnings per share with a relative stock return modifier — the 2023-2025 performance awards paid out at zero because the company missed its earnings target, demonstrating that the incentive plan actually works as intended. Shareholders gave the program 96.6% support at last year's meeting, the company has a meaningful clawback policy, and no red flags were identified in pay mix, dilution, or governance practices.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
15 yrs
Audit Fees
$2,712,000
Non-Audit Fees
$22,142
EY has served as Myers' auditor since 2011 (approximately 15 years), which is below the 25-year tenure threshold that would trigger a negative recommendation. Non-audit fees of approximately $22,142 (tax fees of $18,542 plus other fees of $3,600) represent less than 1% of audit fees of $2,712,000, far below the 50% threshold for independence concerns. No material financial restatements were identified, and EY is a Big 4 firm appropriate for a company of Myers' size.
Overall Assessment
The 2026 Myers Industries annual meeting presents a clean ballot with no significant governance concerns: all eight director nominees pass our policy screens, Ernst & Young's re-appointment is straightforward given low non-audit fees and tenure well below the 25-year threshold, and the executive compensation program earns a FOR recommendation based on a strongly performance-oriented pay structure and near-unanimous prior-year shareholder support. No stockholder proposals were submitted for this meeting.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing