DOW INC (DOW)
Sector: Materials
2026 Annual Meeting Analysis
DOW INC · Meeting: April 9, 2026
Directors FOR
0
Directors AGAINST
12
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Allen has served since 2019, giving him full accountability for the 3-year period during which Dow's stock fell roughly 16% while the compensation peer group median rose about 39% — a gap of 55 percentage points that far exceeds the 20-point trigger; the 5-year record is similarly weak (gap of ~65 points), so the policy's longer-term mitigant does not apply.
Mr. Banister has served since 2020, covering the entire 3-year underperformance window in which Dow's stock trailed its peer group median by 55 percentage points; the 5-year record shows a similar shortfall, so there is no mitigating long-term track record to offset the near-term underperformance.
Mr. Bush has served since 2018, meaning his tenure spans the full 3-year and 5-year underperformance periods; Dow's stock trailed peers by 55 percentage points over 3 years and 64 percentage points over 5 years, both well above the applicable thresholds.
Mr. Davis has served since 2015 and bears full accountability for the sustained underperformance; Dow's stock trailed the peer median by 55 percentage points over 3 years and 64 percentage points over 5 years, exceeding both thresholds with no long-term mitigant available.
Ms. DeVard joined in 2022, which places her tenure squarely within the 3-year measurement window; Dow's 55-percentage-point shortfall versus peers over that period exceeds the 20-point trigger, and the 5-year record offers no relief.
Ms. Dial joined in 2021, giving her meaningful overlap with the 3-year underperformance window; the 55-percentage-point gap versus peers far exceeds the 20-point trigger, and the 5-year data similarly shows sustained underperformance with no mitigating track record.
Mr. Fettig is the longest-tenured director (since 2003) and bears clear accountability for the sustained multi-year period in which Dow's stock fell while peers rose significantly; with a 55-point 3-year gap and a 64-point 5-year gap, neither threshold is close to being satisfied.
As Chair and CEO since 2018, Mr. Fitterling bears primary accountability for the period of sustained underperformance; the policy explicitly subjects executive directors to the same TSR trigger as independent directors, and with a 55-point 3-year gap and 64-point 5-year gap, both thresholds are clearly exceeded — this vote is independent of the Say on Pay determination.
Ms. Hinman has served since 2018, covering both the 3-year and 5-year measurement windows; Dow trailed its compensation peers by 55 percentage points over 3 years and 64 percentage points over 5 years, with no evidence of a longer-term track record that would offset the shortfall.
Mr. Moreno joined in 2021, placing his tenure within the 3-year underperformance window; the 55-percentage-point gap versus the peer median exceeds the 20-point trigger, and the 5-year data shows a comparable shortfall with no mitigating long-term outperformance.
Ms. Wyant has served since 2020, giving her full overlap with the 3-year measurement period; the 55-percentage-point underperformance versus Dow's own compensation peer group far exceeds the 20-point threshold, and the 5-year record provides no mitigant.
Mr. Yohannes has served since 2018, covering both the 3-year and 5-year underperformance periods; with a 55-point gap versus peers over 3 years and a 64-point gap over 5 years, the TSR trigger fires clearly and no mitigating long-term track record applies.
For Analysis
The TSR underperformance trigger fires for all 12 director nominees. Over the past 3 years, Dow's stock fell approximately 16% while the median of its own compensation peer group rose about 39%, a gap of 55 percentage points — well above the 20-point threshold that applies when absolute returns are negative. The 5-year record is equally weak (gap of roughly 64 points), so the policy's mitigant for transient short-term underperformance does not apply to any director. All directors are voted AGAINST.
Say on Pay
✓ FORCEO
Jim Fitterling
Total Comp
$19,078,777
Prior Support
92%%
CEO total compensation of approximately $19.1 million is within a reasonable range for the role given Dow's roughly $27 billion market cap, and the prior year Say on Pay vote received strong 92% shareholder support, well above the 70% threshold that would require a response. The pay mix is heavily performance-based — approximately 80% of the CEO's target pay is variable — satisfying the policy's requirement that the majority of senior executive pay be at risk, with long-term incentives (performance stock awards, stock options, and restricted stock) comprising the bulk of that variable portion. While Dow's stock has significantly underperformed peers over the 3-year period, the incentive structure itself uses multi-year relative total shareholder return and ROIC-linked metrics, meaning the pay-for-performance mechanism is functioning as designed; the TSR underperformance concern is addressed through the director election votes rather than the Say on Pay vote under this policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$22,366,000
Non-Audit Fees
$4,826,000
Non-audit fees (audit-related fees of $1,209,000 plus tax fees of $3,617,000 = $4,826,000) represent approximately 22% of core audit fees ($22,366,000), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of Dow's size and complexity, and no material restatements have been disclosed; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire.
Actual Vote Results
8-K filed April 14, 2026
Other Proposals
Proposal 1
Amendment to the Dow Inc. 2019 Stock Incentive Plan to increase shares available for issuance from 125 million to 185 million
Overall Assessment
The 2026 Dow annual meeting ballot presents significant governance concerns driven by sustained stock underperformance: Dow's shares fell approximately 16% over the past 3 years while the median of its own compensation peer group rose roughly 39%, a 55-percentage-point gap that triggers an AGAINST vote for all 12 director nominees including CEO Jim Fitterling; the Say on Pay vote passes on structure given a strong pay-at-risk mix and 92% prior-year support, while the auditor ratification passes cleanly with non-audit fees at only 22% of core audit fees.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing