TOOTSIE ROLL INDUSTRIES INC (TR)
Sector: Consumer Staples
2026 Annual Meeting Analysis
TOOTSIE ROLL INDUSTRIES INC · Meeting: May 6, 2026
Directors FOR
3
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mrs. Gordon is the CEO and Chairman combined with no lead independent director, and as mother of two other board nominees (Karen G. Mills and Virginia L. Gordon) and grandmother of a named executive officer (Henry G. Mills), she has direct familial relationships with senior management that compromise board independence; additionally, the TSR trigger does not fire (TR's 3-year return of +9.6% outperforms the peer median by +50.3pp, well above the 35pp threshold), but the familial relationship policy trigger independently warrants an AGAINST vote.
Karen G. Mills is the daughter of CEO/Chairman Ellen R. Gordon and was appointed President of the company in 2025, meaning she has a direct familial relationship with the most senior executive; the policy requires an AGAINST vote for directors with familial relationships to senior management, and this is one of the clearest examples possible — a family member elevated to a top operating role on a board controlled by the same family.
Virginia L. Gordon is the daughter of CEO/Chairman Ellen R. Gordon, making her a family member of the most senior executive; she is also classified as non-independent by the board itself, yet she receives director compensation and participates in board governance — the familial relationship trigger independently requires an AGAINST vote regardless of her non-independent designation.
For Analysis
Mr. Chodos joined the board in 2025 (within the past 24 months), is classified as independent, serves on both the Audit and Compensation Committees, and brings relevant corporate counsel and governance experience; no policy triggers apply.
Ms. Lewis-Brent is an independent director who has served since 1988, brings relevant retail and operational experience, attended at least 75% of meetings, and the TSR underperformance trigger does not fire (TR outperforms its peer group median by +50.3pp over three years against a 35pp threshold); no policy triggers apply.
Ms. Wardynski is an independent director with relevant senior financial executive experience, serves as Audit Committee Chair, attended at least 75% of meetings, and the TSR underperformance trigger does not fire; no policy triggers apply.
Three of the six nominees receive FOR votes. Three receive AGAINST votes: CEO/Chairman Ellen R. Gordon and her two daughters Karen G. Mills (President) and Virginia L. Gordon, all on the basis of the policy's familial relationship trigger — the Gordon family's interlocking roles across the board and senior management represent a significant concentration of family control that the policy requires be flagged. The TSR trigger does not apply to any director; TR's 3-year return of +9.6% outperforms the disclosed compensation peer group median by +50.3 percentage points, well above the 35pp threshold applicable to low-positive absolute TSR.
Say on Pay
✗ AGAINSTCEO
Ellen R. Gordon
Total Comp
$7,150,512
Prior Support
94.9%%
The company's pay structure fails the pay mix test: the CEO's base salary of $999,000 represents about 14% of total pay, but critically, the company explicitly states that its compensation program 'carries a heavier weighting on base salary than is typical' and — most importantly — no named executive receives any equity-based compensation at all, meaning 100% of compensation is cash-based with no performance-linked equity. The annual bonus (Management Incentive Plan) and the Career Achievement Plan are both fully discretionary with no predetermined targets, which means that incentive pay vests regardless of outcomes — the policy treats this as compensation that is 'effectively fixed pay disguised as variable pay' and requires a NO vote. Although the prior say-on-pay vote was a strong 94.9% in 2023, the structural absence of meaningful, pre-set performance conditions in all incentive plans is a standalone trigger for an AGAINST vote under the policy.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
8 yrs
Audit Fees
$730,250
Non-Audit Fees
$134,150
Grant Thornton LLP has served as Tootsie Roll's auditor since 2018 (approximately 8 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (tax services of $134,150) represent about 18% of audit fees ($730,250), comfortably below the 50% threshold; and Grant Thornton is a large national firm appropriate for a $3.2 billion market cap company; no policy triggers apply.
Overall Assessment
The 2026 Tootsie Roll annual meeting presents three proposals: director elections, auditor ratification, and a say-on-pay advisory vote. The auditor receives a FOR vote with no concerns; three of six director nominees receive AGAINST votes due to familial relationships between the CEO/Chairman and two other nominees who are her daughters; and the say-on-pay vote receives an AGAINST due to the complete absence of equity compensation and the fully discretionary (no predetermined targets) nature of all incentive plans, which prevents any meaningful link between pay and measurable performance outcomes.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing