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
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Cook has served on the board since 2022, meaning his full tenure overlaps with the period in which Mativ's stock fell 56% while the company's own peer group rose 37.5% — a gap of nearly 94 percentage points, far exceeding the 20-percentage-point threshold that triggers a no vote; the 5-year record is even worse (-76.5% vs. peers at +25.7%), so the longer-term check does not rescue the 3-year result.
Mr. Levi has served since 2016, so his tenure fully covers the 3-year underperformance period; with Mativ's stock down 56% against a peer group that gained 37.5%, the underperformance gap of roughly 94 percentage points far exceeds the 20-point trigger threshold, and the 5-year record confirms the underperformance is not a recent blip.
For Analysis
Both director nominees have tenures that fully overlap with a severe and sustained period of stock underperformance — Mativ's shares lost 56% over three years while its own disclosed peer group gained 37.5%, a gap of nearly 94 percentage points against the 20-point policy threshold. The 5-year record (-76.5% vs. peers at +25.7%) confirms this is not a temporary trough, so the policy mitigant that would otherwise restore a FOR vote does not apply. Both nominees receive an AGAINST vote.
Say on Pay
✓ FORCEO
Shruti Singhal
Total Comp
$3,256,333
Prior Support
96%%
CEO Shruti Singhal joined in March 2025 under a transitional one-year offer letter that paid a monthly cash retainer plus a one-time equity award tied to company stock price, resulting in total reported pay of approximately $3.26 million — a level that is reasonable for a new CEO of a company of this size and consistent with the transitional, performance-aligned structure described. The prior year say-on-pay vote received 96% support, signaling no outstanding shareholder concern. While Mativ's stock has significantly underperformed peers, Mr. Singhal was not in the CEO role during the underperformance period and his initial compensation structure was explicitly designed to align his pay with the stock price, so the pay-for-performance concern that drives the director TSR trigger does not apply to this new CEO's transitional compensation package.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big Four firm appropriate for a company of Mativ's size and complexity; auditor tenure and fee breakdowns were not extractable from the provided filing text, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed — per policy, the absence of confirmed data means both triggers do not fire, and the default FOR vote applies.
Overall Assessment
The 2026 Mativ Holdings annual meeting presents a deeply troubled governance picture driven by one of the most severe stock underperformance records in the peer group — shares down 56% over three years against a peer median gain of 37.5%, a gap nearly five times the policy trigger threshold. Both director nominees are voted AGAINST on the basis of sustained underperformance during their tenures; the say-on-pay vote receives a FOR based on the new CEO's transitional and stock-aligned compensation structure, high prior-year support, and the fact that the incoming CEO was not responsible for the historical underperformance.
Compensation Peer Group
24 companies disclosed in 2026 proxy filing