EQUITABLE HOLDINGS INC (EQH)
Sector: Financials
2026 Annual Meeting Analysis
EQUITABLE HOLDINGS INC · Meeting: September 23, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of nine directors for a one-year term ending at the 2027 Annual Meeting of Stockholders
Director since 2020, well within the 24-month new-director exemption window is not applicable (joined 2020, over 5 years tenure); EQH's 3-year TSR of +100.4% outperforms peer median of +77.9% by +22.5pp, well below the 65pp underperformance threshold required to trigger a AGAINST vote; no overboarding, attendance, or independence concerns identified.
Director since January 2025, which is within the 24-month new-director exemption period, so the TSR trigger does not apply; holds 2 outside public company board seats (BridgeBio Pharma and PNC Financial), which is below the 4-board overboarding threshold; strong financial services and investment credentials are relevant to EQH's business.
Director since 2020 with relevant financial services experience; EQH's 3-year TSR outperforms the peer median so the TSR trigger does not apply; holds 1 outside public company board seat (Bath & Body Works), well below the overboarding threshold; no independence or attendance concerns.
Director since July 2022 with extensive financial services experience; EQH's 3-year TSR outperforms peer median so the TSR trigger does not apply; holds 2 outside public company board seats (Xenia Hotels and Compass Group), below the overboarding threshold; serves on the Audit Committee with disclosed financial expertise.
Director since 2018; EQH's 3-year TSR of +100.4% outperforms the peer median so the TSR trigger does not apply; holds 1 outside public company board seat (CME Group), below the overboarding threshold; serves as Audit Committee Chair with CPA credentials and 35 years at Ernst & Young, satisfying financial expertise requirements.
Director since June 2022; EQH's 3-year TSR outperforms the peer median so the TSR trigger does not apply; holds 1 outside public company board seat (Carver Bancorp) plus an independent trustee role, below the overboarding threshold; disclosed financial expertise qualifies him for Audit Committee service.
CEO and director since 2011; as an executive director he is subject to the same TSR trigger as independent directors, but EQH's 3-year TSR of +100.4% outperforms the peer median of +77.9% by +22.5pp, well below the 65pp threshold required to trigger an AGAINST vote; no overboarding concerns as he holds no outside public company board seats.
Director since 2017; EQH's 3-year TSR outperforms the peer median so the TSR trigger does not apply; outside directorships are within AXA group entities rather than independent public companies, so overboarding threshold is not triggered; serves as Compensation and Talent Committee Chair with extensive HR and governance experience.
Director since 2018; EQH's 3-year TSR outperforms the peer median so the TSR trigger does not apply; outside public company directorship is Deutsche Börse AG, a single seat well below the overboarding threshold; serves as Finance and Risk Committee Chair with over 40 years of investment banking experience.
All nine director nominees receive a FOR vote. EQH's 3-year total shareholder return of +100.4% outperforms the company-disclosed compensation peer group median of +77.9% by +22.5 percentage points, which is well below the 65pp underperformance threshold (applicable when absolute 3-year TSR exceeds +20%) needed to trigger an AGAINST vote on any director. No director exceeds the 4-board overboarding limit, Douglas Dachille (joined January 2025) falls within the 24-month new-director exemption, and no independence, attendance, or familial-relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Pearson, Mark
Total Comp
$18,001,113
Prior Support
94.3%%
CEO Mark Pearson received total compensation of approximately $18.0 million in 2025, which is within a reasonable range for the CEO of a $14.5 billion financial services company and does not appear to exceed the +20% benchmark threshold that would trigger an AGAINST vote. The pay structure is strongly performance-oriented — 93% of the CEO's pay is variable and at-risk, with 73% in long-term equity awards split between time-based restricted stock units (40%) and performance stock awards tied to relative total shareholder return and Non-GAAP earnings per share targets (60%) — well exceeding the policy's 50-60% variable pay requirement. The company's 3-year total shareholder return of +100.4% outperforms its peer median of +77.9%, demonstrating that above-benchmark incentive pay was earned and is aligned with shareholder outcomes, and the program received strong shareholder support of 94.3% in the prior year, confirming broad investor approval of the compensation structure.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
33 yrs
Audit Fees
$18,300,000
Non-Audit Fees
$6,100,000
PwC has served as EQH's auditor since 1993 — a tenure of approximately 33 years — which exceeds the 25-year threshold in the voting policy that triggers an AGAINST vote. While the non-audit fee ratio is acceptable (audit-related fees of $3.5M plus tax fees of $2.4M plus other fees of $0.2M total $6.1M against audit fees of $18.3M, a ratio of approximately 33% which is below the 50% limit), the very long auditor relationship raises legitimate concerns about independence and whether PwC will challenge management's accounting judgments with sufficient skepticism. The proxy does not provide a specific and compelling rationale for retaining an auditor of this age beyond general efficiency and institutional knowledge arguments, which are insufficient under the policy to waive the tenure trigger.
Overall Assessment
The 2026 EQH annual meeting ballot contains three proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All nine director nominees receive a FOR vote given strong 3-year total shareholder return performance relative to the peer group and no overboarding or governance concerns, and the say-on-pay vote also receives a FOR given a well-structured, highly performance-oriented pay program aligned with strong shareholder returns; however, the auditor ratification receives an AGAINST vote because PricewaterhouseCoopers has served as EQH's auditor since 1993 — a 33-year tenure that exceeds the policy's 25-year independence threshold — and the proxy does not provide a sufficiently compelling rationale to override that trigger.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing