SOLSTICE ADVANCED MATERIALS INC (SOLS)
Sector: Materials
2026 Annual Meeting Analysis
SOLSTICE ADVANCED MATERIALS INC · Meeting: May 22, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Director Nominees
Gibbons joined the board in October 2025 (less than 24 months ago), making him exempt from the TSR trigger; he has relevant supply chain and chemical industry experience with no overboarding concerns (zero other public boards), 100% meeting attendance, and no independence issues.
Lee joined the board in October 2025 (less than 24 months ago), making her exempt from the TSR trigger; she brings CEO-level leadership experience in materials-adjacent industries, holds no other current public board seats, attended 100% of meetings, and is properly classified as independent.
Oplinger joined the board in October 2025 (less than 24 months ago), making him exempt from the TSR trigger; as a sitting CEO of Alcoa (a public company), he holds only one outside public board seat (Solstice), within the policy limit of two, and has relevant industrial materials expertise with 100% meeting attendance.
Ward joined the board in October 2025 (less than 24 months ago), making him exempt from the TSR trigger; he has deep CFO and financial expertise appropriate for audit committee service, holds two other public board seats (Corteva and Flex) which is within the four-board policy limit, and attended 100% of meetings.
All four Class I nominees joined the board in October 2025 as part of Solstice's spin-off from Honeywell, placing them well within the 24-month new-director exemption from the TSR underperformance trigger. Each nominee has relevant qualifications, no overboarding concerns, 100% meeting attendance, and is properly classified as independent. The board discloses a skills matrix and audit committee members have clear financial expertise. All four receive a FOR vote.
Say on Pay
✓ FORCEO
David Sewell
Total Comp
$7,979,925
Prior Support
N/A
This is Solstice's first year as an independent public company following its October 2025 spin-off from Honeywell, so there is no prior say-on-pay vote history to consider. The CEO's total reported compensation of approximately $8.0 million is broadly reasonable for a CEO of a $12 billion specialty materials company, and the program emphasizes variable, at-risk pay — the 2025 structure includes a performance-based annual cash incentive (funded at 120% of target based on measurable financial metrics) plus equity awards with multi-year vesting, and the company discloses a robust clawback policy. The 2026 long-term incentive program adds formal performance stock units tied to earnings per share, return on invested capital, and relative total shareholder return, further strengthening pay-for-performance alignment as the company matures as a standalone entity.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
2 yrs
Audit Fees
$2,700,000
Non-Audit Fees
$400,000
Deloitte has served as Solstice's auditor since 2024 (approximately two years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $0.1M plus tax fees of $0.3M = $0.4M) represent approximately 15% of audit fees ($2.7M), comfortably below the 50% threshold. Deloitte is a Big 4 firm appropriate for a $12B market-cap company, and no material restatements have been disclosed.
Overall Assessment
Solstice Advanced Materials is holding its first annual meeting as an independent public company following its October 2025 spin-off from Honeywell. The ballot is straightforward: all four director nominees are newly appointed and exempt from TSR scrutiny, the auditor (Deloitte, two years' tenure) passes all fee and independence tests, and the executive compensation program is reasonably structured with meaningful performance-based elements for a company in its first year of independent operations.