CABOT CORP (CBT)
Sector: Materials
2026 Annual Meeting Analysis
CABOT CORP · Meeting: March 12, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Keohane has served since 2016 and Cabot's 3-year total return of -7.4% outperforms the disclosed peer group median of -37.1% by +29.7 percentage points, well below the 20-point underperformance threshold needed to trigger a no vote; no overboarding, attendance, or independence concerns were identified.
Nathoo has served since 2022 and the TSR trigger does not apply given Cabot's strong outperformance of its peer group over three years; he holds one outside public board seat (American Water, joined June 2025), well within the overboarding limit, and serves as an audit committee financial expert with no independence or attendance concerns.
Vanlancker joined the board in 2024, which is within the 24-month new-director exemption window, making him exempt from the TSR trigger; he brings extensive specialty chemicals and global operational experience and serves as an audit committee financial expert with no other concerns flagged.
All three nominees pass the policy screens: Cabot's 3-year total return of -7.4% outperforms the company-disclosed peer group median of -37.1% by nearly 30 percentage points, far exceeding the threshold required to avoid a negative TSR trigger; no overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Sean D. Keohane
Total Comp
$9,307,883
Prior Support
98%%
CEO total compensation of approximately $9.3 million is reasonable for a specialty chemicals CEO at a $3.6 billion market-cap company, and the pay structure is heavily performance-oriented — the company discloses that 88% of the CEO's total direct compensation opportunity is variable or at-risk, well above the 50-60% threshold required by policy. The long-term incentive program uses multi-year financial targets (adjusted EPS and adjusted return on net assets) with payouts ranging from 0% to 200% of target, and actual PSU payouts in fiscal 2025 reflected genuine performance differentiation across tranches. The prior say-on-pay vote received 98% support, a clawback policy is in place, and Cabot's 3-year total return of -7.4% actually outperforms its disclosed peer group median of -37.1%, meaning incentive pay is not misaligned with shareholder experience relative to peers.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing does not disclose auditor tenure or a fee breakdown table in the text provided, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed; under policy, the tenure trigger requires confirmed data to fire, so the default FOR vote applies, and Deloitte is a Big 4 firm appropriate for a company of Cabot's size and complexity.
Overall Assessment
The 2026 Cabot Corporation annual meeting presents three standard proposals — director elections, advisory say-on-pay vote, and auditor ratification — all of which pass the applicable policy screens and receive FOR recommendations. The director slate is supported because Cabot's stock has significantly outperformed its disclosed chemical-sector peer group over three years, executive pay is heavily performance-linked with 88% of CEO compensation at risk, and the prior say-on-pay vote received 98% shareholder approval; no stockholder proposals appear on the ballot.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing