Sector: Consumer Staples
OLAPLEX HOLDINGS INC · Meeting: July 9, 2026
Directors FOR
3
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Against Analysis
The proxy explicitly discloses that David Mussafer was the only director who attended fewer than 75% of the aggregate board and committee meetings during fiscal year 2025, which is a straightforward policy trigger for a No vote regardless of his other qualifications.
For Analysis
Ms. Edwards joined the board in March 2025, which is within the 24-month new-director exemption window, so she is exempt from the TSR trigger; she brings strong retail finance credentials including former CFO roles at L Brands and Citi Trends, and no overboarding, attendance, or independence concerns were identified.
The 3-year TSR underperformance gap versus the company-disclosed peer group is only 17.1 percentage points, which does not meet the 20-point threshold required to trigger a No vote for a company with negative absolute 3-year TSR; Ms. Morfitt has no overboarding or attendance issues (David Mussafer was the director flagged for attendance, not Ms. Morfitt), and she has relevant consumer and retail leadership experience.
The 3-year TSR gap versus the company-disclosed peer group is 17.1 percentage points below the peer median, which falls short of the 20-point threshold needed to trigger a No vote; Ms. White has no overboarding or independence concerns, and her technology and consumer background is relevant to Olaplex's business.
Three of four Class II nominees receive a FOR vote. David Mussafer is voted AGAINST solely because the proxy discloses he attended fewer than 75% of board and committee meetings in fiscal year 2025, which is a clear policy trigger. The TSR underperformance test does not fire for any director on this slate: Olaplex's 3-year return trails the company-disclosed compensation peer group median by only 17.1 percentage points, below the 20-point threshold that applies when absolute 3-year TSR is negative. Pamela Edwards is additionally exempt from the TSR test because she joined the board in March 2025, within the 24-month new-director grace period.
CEO
Amanda Baldwin
Total Comp
$6,541,537
Prior Support
99%%
CEO Amanda Baldwin's total compensation of approximately $6.5 million for fiscal year 2025 consists predominantly of variable pay — a $5 million stock award (about 76% of total) plus a $515,000 performance bonus — with base salary of $1 million representing roughly 15% of total compensation, well within the policy's requirement that fixed pay not dominate total pay. The annual cash bonus was tied to disclosed net sales and adjusted EBITDA targets that were achieved at 103% of target, demonstrating meaningful performance linkage. While Olaplex's 3-year stock price return is negative at -39.3%, the company's 3-year TSR trails the company-disclosed peer group median by only 17.1 percentage points, which does not reach the 20-point threshold that would trigger a pay-for-performance concern under this policy, and the prior year's say-on-pay vote received 99% support indicating strong shareholder alignment with the compensation program.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not provide a separate, clearly itemized fee table with specific dollar amounts for audit fees and non-audit fees from which a non-audit fee ratio can be calculated, so the non-audit fee ratio trigger cannot be confirmed; auditor tenure is not explicitly stated in the filing so the tenure trigger does not fire; Deloitte is a Big 4 firm appropriate for a company of Olaplex's size; and no material financial restatements attributable to audit failure are disclosed, resulting in a default FOR vote.
The 2026 Olaplex annual meeting presents three proposals: a director election slate where three of four nominees receive a FOR vote with David Mussafer voted AGAINST due to disclosed below-75% meeting attendance; an auditor ratification for Deloitte that passes without any policy triggers firing; and a Say on Pay vote that receives a FOR determination based on a well-structured performance-linked compensation program for CEO Amanda Baldwin with strong prior-year shareholder support of 99%. No stockholder proposals appear on the ballot, and the TSR underperformance trigger does not fire for any director given that Olaplex's 3-year return trails the company-disclosed peer group median by only 17 percentage points, below the applicable 20-point threshold.
17 companies disclosed in 2026 proxy filing
