Independent
Tenure on this board
12.7 yrs
Also a director at
Api Group Corp (APG)Nomad Foods Ltd (NOMD)
Meeting calendar
ESI · Annual meeting · Monday, May 4, 2026
Element Solutions Inc
7 nominees · 3 ballot items.
Elect seven directors for one-year terms; hold a non-binding advisory 'Say-on-Pay' vote to approve the Company's 2025 executive compensation; and ratify PricewaterhouseCoopers LLP as the Company’s independent auditors for 2026.
Market cap
$9.1B
1Y TSR
+80.2%
Board grade
A-
Record date
Mar 9, 2026
Filing
DEF 14A
Meeting concluded · May 4, 2026
Follow how the vote landed and what changed on Element Solutions Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect seven directors (Ian G.H. Ashken; Benjamin H. Gliklich; Michael F. Goss; Elyse Filon; E. Stanley O'Neal; Christopher T. Fraser; Susan W. Sofronas) each to serve a one-year term.
- 2
Advisory Vote on 2025 Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding, advisory vote to approve the compensation paid to the Company's named executive officers in 2025 as disclosed in the proxy statement.
More detail
This proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed 2025 compensation of the Company’s named executive officers. Management seeks this approval as part of its shareholder engagement and governance practice to validate executive pay design and alignment with Company performance. The Compensation Discussion and Analysis describes a pay-for-performance program that emphasizes variable, performance-based compensation (annual bonuses tied to adjusted EBITDA and adjusted EPS and long-term PRSUs tied to adjusted EBITDA CAGR and adjusted EPS with a TSR modifier) and retention-focused RSUs. The filing highlights recent governance and program changes — including replacing CRI with adjusted EPS, adding a TSR modifier relative to the peer group, cancellation of the 2022 “stretch” awards due to lack of incentive value and December 2025 share awards intended to partially remediate historical pay discrepancies — as context for why shareholders are being asked to approve 2025 pay. The Board and Compensation Committee argue that these features align management incentives with long-term stockholder value and that robust stockholder engagement informed program design and peer benchmarking. The vote is advisory, so while non-binding, the Board and Compensation Committee state they will consider the outcome in future compensation decisions. In recommending a FOR vote, the Board cites strong 2025 performance, independent committee oversight, and program adjustments intended to align pay with realized results and market practices. An informed evaluation should weigh the program’s multi-metric design and TSR modifier against the December 2025 remediation grants and the historical cancellation of stretch awards when assessing whether pay outcomes appropriately reflect performance and create long-term alignment with stockholders.
- 3
Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2026
ManagementBoard: FORRatify the Audit Committee's selection of PricewaterhouseCoopers LLP (PwC) to serve as the Company's independent registered public accounting firm for 2026.
Director elections
Nominees on the ballot7
Not independent
Tenure on this board
7.5 yrs
Independent
Tenure on this board
5.1 yrs
Independent
Tenure on this board
7.2 yrs
Independent
Tenure on this board
12.7 yrs
Independent
Tenure on this board
12.7 yrs
Also a director at
Clearway Energy Inc (CWEN)Hut 8 Corp (HUT)
Independent
Tenure on this board
2.1 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.8% | 18,979,028 | $648M |
| 2 | FMR LLC | 5.8% | 14,140,444 | $483M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 13,663,065 | $466M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 10,723,727 | $366M |
| 5 | T. Rowe Price Investment Management, Inc. | 3.7% | 9,024,523 | $308M |
| 6 | Invesco Ltd. | 3.4% | 8,363,724 | $286M |
| 7 | FIL Ltd | 3.3% | 8,080,067 | $276M |
| 8 | Neuberger Berman Group LLC | 3.3% | 7,967,429 | $272M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 3.2% | 7,842,011 | $268M |
| 10 | STATE STREET CORP | 3.0% | 7,306,377 | $249M |
Peers
Nearest market capOther Basic Materials sector meetings6
Upcoming shareholder meetings at Element Solutions Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Axalta Coating Systems LtdAXTA
Special meeting·Aug 5, 2026·$6.9B
Eagle Materials IncEXP
Annual meeting·Jul 30, 2026·$6.4B
Uranium Energy CorpUEC
Annual meeting·Jul 23, 2026·$4.6B
James Hardie Industries PLCJHX
Annual meeting·Aug 20, 2026·$15.0B
Hawkins IncHWKN
Annual meeting·Jul 29, 2026·$3.0B
Huntsman CorpHUN
Special meeting·Aug 25, 2026·$2.1B
Reference
Frequently asked questions
- When is the Element Solutions Inc 2026 annual meeting?
- Element Solutions Inc (ESI) holds its 2026 annual shareholder meeting on Monday, May 4, 2026.
- What is the record date for the Element Solutions Inc 2026 meeting?
- The record date for the Element Solutions Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Element Solutions Inc's 2026 meeting?
- The board is presenting 7 director nominees at the Element Solutions Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Element Solutions Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Element Solutions Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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