MATIV HOLDINGS INC (MATV)
Sector: Materials
2026 Annual Meeting Analysis
MATIV HOLDINGS INC · Meeting: April 30, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mr. Cook has served on the board since 2022, meaning his tenure fully overlaps the period during which Mativ's stock fell roughly 57% while its own disclosed peer group of 24 companies gained an average of 37% — a gap of 94 percentage points, far exceeding the 20-point trigger that applies when a company's stock has declined in absolute terms; the 5-year record is equally poor (gap of 104 percentage points), so the longer-term check does not rescue a FOR vote.
Mr. Levi has served on the board since 2016, giving him the longest tenure of any director; Mativ's stock has lost roughly 57% over the past three years while peers gained 37% on average — a 94-percentage-point gap that far exceeds the 20-point trigger for companies with negative absolute returns — and the 5-year record is worse still (gap of 104 percentage points), leaving no mitigating long-term track record that would justify a FOR vote.
For Analysis
Both director nominees trigger the policy's stock-performance test: Mativ's 3-year total return of -56.9% trails its own disclosed peer group median of +37.4% by 94 percentage points, well above the 20-point threshold that applies when a company's stock has fallen in absolute terms; the 5-year check confirms sustained underperformance rather than a temporary trough, so no mitigation applies. Both Cook and Levi have served long enough that their tenure fully overlaps the underperformance period.
Say on Pay
✓ FORCEO
Shruti Singhal
Total Comp
$3,256,333
Prior Support
96%%
CEO Shruti Singhal received total compensation of approximately $3.26 million for 2025, a year in which he only joined as CEO in mid-March and was compensated under a special one-year offer letter rather than the standard executive program; this compensation level is reasonable for a newly appointed CEO of a roughly $450 million market-cap specialty materials company, and the structure — primarily a one-year cliff-vesting stock award worth $2.1 million — ties the majority of pay directly to the company's stock price. The prior year say-on-pay vote received 96% support, well above the 70% threshold that would require corrective action, and the compensation program features meaningful performance conditions (free cash flow, ROIC, and relative TSR modifier on long-term awards) alongside a robust clawback policy, so no policy trigger is met.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,352,080
Non-Audit Fees
$1,114,746
The non-audit fees paid to Deloitte in 2025 (tax compliance of $198,628, tax consulting of $906,196, and other fees of $9,922, totaling approximately $1.11 million) represent about 33% of the $3.35 million audit fee, which is comfortably below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; and Deloitte is a Big 4 firm fully appropriate for a company of Mativ's size, so no policy trigger is met and ratification is supported.
Overall Assessment
The 2026 Mativ Holdings annual meeting presents a ballot where the key concern is severe and sustained stock underperformance: over three years the stock has lost roughly 57% while the company's own disclosed peer group gained 37%, a gap of 94 percentage points that triggers AGAINST votes on both director nominees standing for election; the auditor ratification passes cleanly on fees and the say-on-pay vote is supported given the new CEO's reasonable and performance-linked compensation structure under a transitional offer letter.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing