Sector: Materials
WESTLAKE CORP · Meeting: May 14, 2026
Directors FOR
4
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Class I Directors
Against Analysis
Ms. Chao is the daughter of Senior Chairman James Chao and niece of Executive Chairman Albert Chao — direct family ties to top management — and the board designates her as non-independent, consistent with this relationship; under the policy, a familial relationship to senior management warrants a vote against.
For Analysis
Mr. Cregg is independent, has no attendance issues, holds two public board seats (within limits), and WLK's 3-year TSR outperforms the peer group median by +13.9pp, well below the 35pp trigger threshold for a low-positive TSR environment; no policy flags apply.
Mr. Gilson joined the board in February 2026, which is within the 24-month exemption window under the director TSR trigger policy; as a newly appointed director he cannot yet be held accountable for prior-period stock performance, and no other policy flags apply.
Ms. Lubel is independent, serves on four public boards (PBF Energy, Southwest Research Institute, Arcosa, and Inspire Trust Company — one of which is non-public), meets the overboarding threshold, has strong relevant experience, and WLK's TSR performance versus peers does not trigger any underperformance flag.
Mr. Sheets is independent, holds two public board seats (Chord Energy and Schlumberger, within the limit for non-executive directors), has extensive financial and energy-industry expertise, and WLK's 3-year TSR outperforms the peer median by +13.9pp — well short of the 35pp trigger threshold.
Four of five Class I director nominees receive a FOR vote. Catherine T. Chao receives an AGAINST vote due to her direct familial relationship with both the Senior Chairman (her father) and the Executive Chairman (her uncle), which raises a fundamental independence concern under the policy. The remaining four nominees — Cregg, Gilson, Lubel, and Sheets — clear all policy screens: WLK's 3-year TSR of +11.2% outperforms the company-disclosed peer group median by +13.9pp, which is well below the 35pp underperformance trigger applicable in a low-positive TSR environment, and no overboarding, attendance, or independence issues are identified for those four nominees.
CEO
Jean-Marc Gilson
Total Comp
$6,423,651
Prior Support
96%%
CEO Jean-Marc Gilson received total compensation of approximately $6.4 million in 2025, which is reasonable for a CEO at a $15B basic-materials company and does not appear materially above benchmark levels. The pay program is well-structured: roughly two-thirds of compensation is variable and at-risk through annual cash bonuses tied to EVA and TSR metrics, restricted stock units, and performance stock awards tied to 3-year relative TSR and EVA targets; the AIP's EVA bonus multiple for 2025 came in at 0x (reflecting genuinely poor operating performance), and the most recent performance stock award cycle paid out at only 37.3% of target — demonstrating that incentive pay actually contracted when results disappointed. WLK's stock outperformed its company-disclosed peer group median by +13.9 percentage points over three years, a meaningful pay-for-performance alignment; and the prior say-on-pay vote drew 96% support, indicating strong shareholder satisfaction with the program's design.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing excerpt does not include the auditor fee table or PwC's tenure disclosure; per policy, when tenure cannot be confirmed the tenure trigger does not fire and we default to FOR. PwC is a Big 4 firm and fully appropriate for a $15B market-cap company. No material restatements are disclosed in the filing. Absent confirmed data triggering a No vote, the default FOR applies.
The 2026 Westlake Corp annual meeting presents three standard proposals: director elections, say-on-pay, and auditor ratification. The ballot is largely routine — four of five Class I director nominees receive FOR votes, say-on-pay passes on the strength of a well-structured performance-linked pay program and solid relative TSR, and PwC ratification is supported in the absence of any disclosed fee or tenure data that would trigger a policy flag — with the sole exception being a vote against Catherine T. Chao based on her direct family ties to both the Senior Chairman and the Executive Chairman.
16 companies disclosed in 2026 proxy filing
