CALUMET INC (CLMT)
Sector: Energy
2026 Annual Meeting Analysis
CALUMET INC · Meeting: June 2, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Director Nominees Named in the Accompanying Proxy Statement as Directors to Serve Until the 2029 Annual Meeting of Stockholders
Borgmann has served as a director since 2024 (less than 24 months), which exempts him from the TSR trigger under policy; he brings deep operational and financial knowledge of Calumet as its CEO, and no other policy flags apply.
The TSR trigger does not apply because CLMT's 3-year total shareholder return of +94.7% substantially outperforms the peer group median of +0.7% by +94.0 percentage points, well below the 65-percentage-point underperformance threshold required for a strong-positive-TSR company; Sajkowski also brings extensive refining industry experience and no other policy flags are present.
Sanders is a new nominee with no prior board tenure at Calumet, so the TSR trigger does not apply; he brings over 30 years of relevant energy industry experience including trading, refining, and risk management, and no other policy flags apply.
All three Class II director nominees receive a FOR vote. CLMT's 3-year total shareholder return of +94.7% dramatically outperforms its disclosed peer group median of +0.7% by +94.0 percentage points, far below the 65-percentage-point underperformance threshold needed to trigger a negative vote for a company with strong positive returns. Borgmann and Sanders are exempt from the TSR trigger due to tenure under 24 months and new-nominee status respectively. The slate brings strong and relevant industry expertise in refining, specialty chemicals, and energy markets.
Say on Pay
✓ FORCEO
Todd Borgmann
Total Comp
$6,799,276
Prior Support
97%%
The prior year say-on-pay vote received approximately 97% support, reflecting strong shareholder endorsement of the compensation program. The pay structure is well-designed with 79% of CEO total compensation at risk, including a mix of performance-based stock awards (tied to relative total shareholder return, debt reduction, and strategic goals) and time-based restricted stock units, exceeding the 50-60% variable pay threshold. CLMT's 3-year total shareholder return of +94.7% dramatically outperforms the peer group median of +0.7%, confirming that above-benchmark incentive pay is fully justified by strong shareholder outcomes; while the CEO's reported 2025 total compensation of $6.8 million reflects a one-time double-reporting effect from two separate grant cycles overlapping in a single year, the underlying program design and pay-for-performance alignment support a FOR vote.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$2,200,000
Non-Audit Fees
$0
Grant Thornton charged only audit fees of $2.2 million in 2025 with zero non-audit, tax, or other fees, meaning non-audit fees are 0% of audit fees — well within the 50% policy threshold. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy. Grant Thornton is a large national firm appropriate for a company of Calumet's size and complexity.
Overall Assessment
The 2026 Calumet annual meeting presents a straightforward ballot with strong support warranted across all three proposals. The company's 3-year total shareholder return of +94.7% dramatically outperforms its peer group, validating both the director slate and the executive pay program, while the auditor relationship is clean with no non-audit fees and no independence concerns.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing