OLIN CORP (OLN)
Sector: Materials
2026 Annual Meeting Analysis
OLIN CORP · Meeting: April 30, 2026
Directors FOR
7
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
Against Analysis
The 3-year underperformance trigger fires (OLN trailed peer-group median by 40.6 percentage points, well above the 20-point threshold), but the 5-year relative gap of 14.4 percentage points does not exceed the same 20-point threshold, indicating the worst of the underperformance is a recent development against a longer adequate track record, so the vote is downgraded to FOR.
For Analysis
General Daly joined the board in March 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply; he brings relevant senior leadership and defense-industry expertise appropriate for Olin.
The 3-year underperformance trigger fires (gap of 40.6pp vs 20pp threshold), but the 5-year relative gap of 14.4pp falls below the 20pp threshold, indicating recent rather than sustained underperformance; Mr. Darnall also brings strong M&A and capital-markets expertise relevant to Olin's business.
Mr. Lane became CEO and director in March 2024, which is within the 24-month new-director exemption, so the TSR trigger does not apply; as the sitting CEO he is the primary driver of the turnaround strategy and was not responsible for the underperformance that predated his tenure.
The 3-year trigger fires (40.6pp gap vs 20pp threshold), but the 5-year relative gap of 14.4pp is below the 20pp threshold, suggesting the underperformance is a recent trough rather than a sustained pattern; Ms. Piggott joined in June 2023 and her tenure covers less than the full three-year underperformance period, providing additional mitigating context.
The 3-year trigger fires (40.6pp gap vs 20pp threshold), but the 5-year relative gap of 14.4pp is below the 20pp threshold, indicating the underperformance is a more recent development; Mr. Shipp has served since 2017 and brings deep chemical-industry and chlor-alkali operational expertise directly relevant to Olin's core business.
The 3-year trigger fires (40.6pp gap vs 20pp threshold), but the 5-year relative gap of 14.4pp falls below the 20pp threshold, so the vote is downgraded to FOR; Mr. Weideman has served since 2015 and his extensive Dow Chemical CFO background and deep knowledge of Olin's acquired assets make him a valuable independent chair.
The 3-year trigger fires (40.6pp gap vs 20pp threshold), but the 5-year relative gap of 14.4pp is below the 20pp threshold, indicating recent rather than sustained underperformance; Ms. Williams' direct chlor-alkali and chemical manufacturing expertise from her 34-year Dow career is highly relevant to Olin's largest business segment.
All eight nominees pass the vote determination after applying the 5-year TSR mitigant: the 3-year peer-group underperformance trigger fires for longer-tenured directors (OLN trailed peer-group median by 40.6 percentage points against a 20-point threshold), but the 5-year relative gap of only 14.4 percentage points — below the same 20-point threshold — indicates the worst of the underperformance is a recent trough rather than a sustained multi-year pattern, so policy requires a downgrade from AGAINST to FOR for all affected directors; two newer directors (Daly and Lane) are exempt from the trigger entirely under the 24-month new-director rule.
Say on Pay
✓ FORCEO
Kenneth T. Lane
Total Comp
$9,798,424
Prior Support
94.3%%
CEO total compensation of approximately $9.8 million is reasonable for a chemical-sector company of Olin's size given his first full year in the role, and prior-year shareholder support was a strong 94.3%, well above the 70% threshold that would require a mandatory response review. Pay mix is clearly performance-oriented — the proxy discloses that 89% of CEO compensation is performance-based, primarily through performance stock awards tied to relative total shareholder return and net income targets over a three-year period, plus annual bonuses tied to financial and non-financial metrics. Although Olin's stock has underperformed its peers significantly over three years, the pay-for-performance alignment check is satisfied because actual short-term bonus payouts came in well below target (reflecting real financial underperformance) and the 2023 three-year performance stock awards vested at only 6.05% of target — demonstrating that the incentive structure is working as intended to link executive outcomes to shareholder experience.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$5,105,000
Non-Audit Fees
$0
KPMG received 100% of fees for audit work in 2025 with zero non-audit fees, so the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; no tenure figure was disclosed in the proxy so the tenure trigger cannot fire per policy, and there are no disclosed material restatements or auditor-adequacy concerns for a company of Olin's size.
Overall Assessment
The 2026 Olin ballot presents four proposals: all eight director nominees receive a FOR determination after the 5-year TSR mitigant resolves the 3-year underperformance trigger that would otherwise have fired for longer-tenured directors, KPMG ratification passes cleanly with zero non-audit fees, and the Say on Pay vote earns a FOR based on strong prior-year support, a predominantly performance-based pay mix, and evidence that incentive payouts actually declined in line with the company's challenging financial results. The equity plan approval (Proposal 2) falls outside the scope of this policy and is noted without a vote determination.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing