OLIN CORP (OLN)
Sector: Materials
2026 Annual Meeting Analysis
OLIN CORP · Meeting: April 30, 2026
Directors FOR
3
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
Against Analysis
Ms. Babcock has served since June 2019 — her tenure fully overlaps the 3-year underperformance period; Olin's stock has fallen roughly 51% over 3 years while the company's own peer group declined only about 10%, a gap of approximately 41 percentage points, which exceeds the 20-percentage-point trigger threshold for companies with negative absolute 3-year returns; the 5-year check does not provide relief because Olin's 5-year stock return of -30% also underperforms the peer median of -16% by about 14 percentage points, which exceeds the same 20-point threshold, confirming sustained multi-year underperformance rather than a temporary trough.
Mr. Darnall has served since September 2021 — his tenure meaningfully overlaps the 3-year underperformance period; the approximately 41-percentage-point gap between Olin's 3-year stock return (-51%) and the peer group median (-10%) exceeds the 20-point trigger threshold, and the 5-year check also shows underperformance beyond the threshold, confirming the issue is not transient.
Mr. Shipp has served since October 2017 — his tenure fully overlaps the 3-year underperformance period; the approximately 41-percentage-point gap between Olin's 3-year stock return and the peer group median exceeds the 20-point trigger threshold, and the 5-year check also confirms underperformance beyond the threshold, indicating sustained rather than temporary underperformance.
Mr. Weideman has served since October 2015 and serves as Non-Executive Chairman — his long tenure fully overlaps and he bears direct accountability for the 3-year underperformance period; the approximately 41-percentage-point gap between Olin's 3-year stock return (-51%) and the peer group median (-10%) far exceeds the 20-point trigger threshold, and the 5-year check also shows underperformance beyond the threshold, confirming sustained multi-year value destruction relative to chemical-sector peers.
Ms. Williams has served since October 2015 — her long tenure fully overlaps the 3-year underperformance period; the approximately 41-percentage-point gap between Olin's 3-year stock return and the peer group median exceeds the 20-point trigger threshold, and the 5-year check also confirms sustained underperformance beyond the threshold, meaning the longer track record does not provide the mitigant that would allow a downgrade from AGAINST to FOR.
For Analysis
Gen. Daly joined the board in March 2025, which is within the 24-month exemption window under our policy, so he is exempt from the TSR underperformance trigger; he brings relevant defense, logistics, and large-organization leadership experience appropriate for a company with significant Winchester ammunition operations.
Mr. Lane joined the board in March 2024, which is within the 24-month exemption window under our policy, so he is exempt from the TSR underperformance trigger; as incoming CEO he cannot reasonably be held accountable for underperformance that predates his appointment.
Ms. Piggott joined the board in June 2023, which is within the 24-month exemption window under our policy, so she is exempt from the TSR underperformance trigger; her background as a former CFO of a major railroad brings relevant financial and operational expertise.
Four of the eight director nominees (Babcock, Darnall, Shipp, Weideman, Williams) receive AGAINST votes because their tenures fully overlap a period in which Olin's stock lost roughly half its value while the company's own disclosed peer group of chemicals companies declined only modestly — a gap of about 41 percentage points that far exceeds the 20-point policy trigger for companies with negative absolute 3-year returns; the 5-year check does not rescue these votes because the longer-term record shows similar underperformance. The three newest directors (Lane, Piggott, and Daly) are within the 24-month exemption window and receive FOR votes.
Say on Pay
✓ FORCEO
Kenneth T. Lane
Total Comp
$9,798,424
Prior Support
94.3%%
CEO Kenneth Lane received total compensation of approximately $9.8 million in 2025, which is within a reasonable range for a CEO at a $2.7 billion Basic Materials company; the compensation structure is heavily performance-based — roughly 74% of the CEO's pay is variable and tied to financial and stock performance goals, which meets the policy's requirement that at least 50-60% of pay be performance-linked. The company's 2023-2025 performance share award cycle resulted in only about 6% of target shares being earned due to poor relative stock performance, demonstrating that the incentive plan actually worked as intended by reducing executive payouts when shareholders suffered losses; the prior-year advisory vote drew 94.3% support, which is a strong signal of shareholder satisfaction with the pay program's design.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$5,105,000
Non-Audit Fees
$0
KPMG received $5,105,000 in audit fees for 2025 and zero dollars in non-audit fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of Olin's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material financial restatements were identified.
Overall Assessment
The 2026 Olin annual meeting presents four proposals; the most significant governance concern is sustained stock price underperformance — Olin's shares have lost roughly half their value over three years while peers declined only modestly, triggering AGAINST votes for four long-tenured directors (Babcock, Darnall, Shipp, Weideman, and Williams) who bear accountability for that period, while three newer directors are exempt and receive FOR votes. The auditor ratification and say-on-pay proposals both pass policy screens cleanly, with KPMG charging zero non-audit fees and the executive compensation program demonstrating genuine pay-for-performance alignment through minimal payouts on the 2023-2025 performance share cycle.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing