AMER VANGUARD CORP (AVD)
Sector: Materials
2026 Annual Meeting Analysis
AMER VANGUARD CORP · Meeting: June 3, 2026
Directors FOR
3
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors
Against Analysis
Ms. Angelini has served since December 2021, meaning her tenure fully overlaps the period during which AVD's stock fell roughly 86% while the sector ETF (XLB) rose about 35% — a gap of over 120 percentage points that far exceeds the policy's 30-point trigger for directors overseeing a company with negative absolute returns; the 5-year picture is equally poor, so no long-term track-record mitigant applies.
Dr. Bassett joined in June 2022, giving him roughly three years of overlap with the severe stock decline; AVD's shares fell about 86% while XLB gained 35%, a gap more than four times the policy trigger; additionally, he was classified as non-independent due to consulting fees received in 2024, which is a further governance concern.
Mr. Gottschalk has served since June 2022 and his full tenure coincides with AVD's catastrophic stock decline of about 86% against a sector ETF (XLB) that gained 35%, a gap of roughly 122 percentage points that far exceeds the policy's 30-point trigger, and the 5-year return is equally bad so no mitigating long-term track record exists.
Mr. Rosenbloom has served since June 2022 and his full tenure overlaps with the period in which AVD's stock lost about 86% of its value while the sector ETF (XLB) gained approximately 35%, a gap of roughly 122 percentage points that is far above the policy's 30-point trigger, and the equally poor 5-year return provides no mitigating long-term context.
For Analysis
Mr. Kaye joined as CEO in December 2024, which is less than 24 months before this meeting, so the policy's exemption for new directors applies and he cannot fairly be held accountable for the stock underperformance that predates his tenure.
Mr. Macicek joined the board in March 2024, which is less than 24 months before this meeting, so the new-director exemption applies; he also brings clear financial expertise as a CPA and former Ernst & Young partner, which is valuable for his role as Audit Committee Chair.
Mr. McDougal is a first-time nominee with no prior tenure at AVD, so the TSR trigger does not apply; he brings relevant CFO and turnaround experience that appears appropriate for the company's current financial challenges.
Four of the seven director nominees — Angelini, Bassett, Gottschalk, and Rosenbloom — are voted AGAINST because their tenures (all beginning in mid-2021 or mid-2022) fully overlap with AVD's catastrophic 86% stock decline against a sector ETF (XLB) that rose 35% over three years, a gap of roughly 122 percentage points that far exceeds the policy's 30-point underperformance trigger for companies with negative absolute returns; the equally poor 5-year return means no long-term mitigant applies. The three remaining nominees — Kaye, Macicek, and McDougal — all joined within the past 24 months and are exempt from the TSR trigger.
Say on Pay
✓ FORCEO
Douglas A. Kaye III
Total Comp
$1,069,480
Prior Support
87%%
CEO total compensation of approximately $1.07 million is extremely modest — the proxy itself discloses it was at or near the zero percentile versus the company's peer group, meaning the CEO was paid less than virtually every comparable executive at similar companies; base salary of $650,000 represented about 61% of total pay, which is above the 40% fixed-pay threshold, but this is largely because the company deliberately issued no equity awards in 2025 due to the depressed stock price, which is a reasonable and shareholder-friendly decision rather than a structural problem. The incentive pay was also genuinely performance-sensitive — the bonus paid out at only about one-third of target reflecting weak financial results — and prior Say on Pay votes have averaged approximately 90% support, well above the 70% threshold that would require corrective action.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
3 yrs
Audit Fees
$2,035,000
Non-Audit Fees
$381,000
Deloitte has served as AVD's auditor since 2023 (approximately 3 years), well below the 25-year tenure trigger; non-audit (tax) fees of $381,000 represent about 19% of audit fees of $2,035,000, comfortably below the 50% independence threshold; and Deloitte is a Big 4 firm appropriate for a public company of any size.
Overall Assessment
AVD's 2026 annual meeting ballot is dominated by director accountability concerns: four of seven nominees are voted AGAINST because their multi-year tenures coincide with a stock decline of roughly 86% against a sector ETF (XLB) that gained 35%, a performance gap more than four times the policy trigger. The Say on Pay and auditor ratification proposals both pass policy screens cleanly — CEO pay was deliberately held to near-zero percentile levels reflecting the company's poor results, and Deloitte is a well-tenured Big 4 auditor with modest non-audit fees.