SOLID POWER INC CLASS A (SLDP)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
SOLID POWER INC CLASS A · Meeting: May 20, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors
Against Analysis
Goldberg has served since 2019, meaning his full tenure overlaps the period during which SLDP's stock gained only 5.4% over three years while the sector benchmark (XLY) gained 58.6% — a gap of 53.2 percentage points that exceeds our 50-point trigger for companies with low-positive three-year returns; the five-year record is worse (-69.7% vs XLY), confirming sustained underperformance rather than a transient trough, so no mitigating adjustment applies.
Miziolek joined in 2022, giving her roughly four years of board tenure that meaningfully overlaps the three-year underperformance window; SLDP's stock rose only 5.4% over three years against the XLY sector benchmark's 58.6% gain — a 53.2-percentage-point shortfall that exceeds our 50-point trigger for companies in the low-positive return tier; the five-year stock return of -69.7% confirms the underperformance is not a recent blip, so no mitigating adjustment is warranted.
Wright has served as a director and Board Chairperson since 2022, with roughly four years of tenure that fully covers the three-year measurement window; SLDP's 5.4% three-year return trails the XLY sector benchmark by 53.2 percentage points, exceeding our 50-point trigger for companies with low-positive absolute returns; as Chairperson she bears particular accountability for the board's strategic oversight, and the five-year return of -69.7% shows the underperformance is sustained rather than temporary, so no mitigating adjustment applies.
For Analysis
All three Class II nominees — Goldberg (director since 2019), Miziolek (2022), and Wright (2022, Chairperson) — are subject to an AGAINST vote under the TSR underperformance trigger. SLDP's three-year stock price return of +5.4% falls into the 'low positive' tier, triggering a vote against directors whose tenure overlaps the underperformance period when the shortfall versus the XLY sector benchmark exceeds 50 percentage points. The actual gap is 53.2 percentage points. The five-year return of -69.7% confirms sustained underperformance, so the policy's five-year mitigant (which would soften the vote if longer-term performance were adequate) does not apply. No named peer group was disclosed in the proxy, so the XLY ETF fallback benchmark is used.
Say on Pay
✓ FORCEO
John Van Scoter
Total Comp
$4,687,495
Prior Support
N/A
CEO John Van Scoter received total compensation of $4,687,495 in 2025, consisting of $551,079 in salary, $544,000 in annual cash bonus, and $3,576,436 in stock awards (RSUs), with minimal perquisites. Approximately 74% of his total target compensation was delivered in long-term equity awards that vest over four years and depend on stock price appreciation, satisfying the policy requirement that at least 50-60% of pay be variable and performance-linked. The annual cash bonus was tied to specific operational milestones related to electrolyte technology development and was paid at 98% of target, reflecting legitimate performance assessment rather than automatic payout; RSU awards vest over four years with a one-year cliff, aligning executive outcomes with long-term shareholder value. While the stock has underperformed the XLY benchmark over three years (a concern addressed separately through the director election votes), pay levels are not flagged as grossly excessive for a pre-revenue technology company of this size and complexity, and the compensation structure itself — heavily weighted toward long-term equity — reflects sound design principles.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
1 yrs
Audit Fees
$670,000
Non-Audit Fees
$141,000
Deloitte was appointed on March 7, 2025 and has served for approximately one year, well below the 25-year tenure threshold; audit-related fees of $141,000 represent about 21% of audit fees of $670,000, comfortably below the 50% independence-concern threshold; Deloitte is a Big 4 firm appropriate for SLDP's market cap; no restatements or other concerns were identified.
Overall Assessment
The 2026 Solid Power annual meeting features three proposals: director elections, auditor ratification, and a Say on Pay vote. All three Class II director nominees receive AGAINST votes under the TSR underperformance trigger — SLDP's three-year stock return of +5.4% trails the XLY consumer cyclical sector benchmark by 53.2 percentage points, exceeding the 50-point policy threshold, and the five-year return of -69.7% confirms sustained underperformance with no basis for a mitigating adjustment; the auditor ratification and Say on Pay proposals both receive FOR votes, as Deloitte is newly appointed with a clean fee structure and the executive compensation program is well-structured with approximately 74% of CEO pay in long-term equity tied to stock performance.