Independent
Tenure on this board
0.6 yrs
3 nominees · 4 ballot items.
Elect three Class I directors; advisory (non-binding) vote to approve executive compensation (Say on Pay); advisory vote on the frequency of future Say on Pay votes (one, two, or three years); and ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
Elect three Class I directors (Karin De Bondt, Byron Green and Jon Kemp) to hold office until the 2028 Annual Meeting and until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.
This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as described in the proxy statement. Management is seeking this advisory approval to confirm stockholder support for its pay practices — particularly important given the Company’s recent spin-off from DuPont and the one-time and performance-based awards (including Transformation Awards comprised of PSUs and stock options) granted to align management incentives with Qnity’s early post‑spin strategic objectives. The compensation framework described emphasizes pay-for-performance, with a substantial portion of executive pay delivered through performance-based equity (PSUs tied to relative TSR and Adjusted Operating EBITDA) and annual incentives tied to organic sales, adjusted operating EBITDA and cultural/transformation objectives. The People and Compensation Committee, composed of independent directors, oversees program design, retained an independent compensation consultant, and engaged with stockholders representing over 40% of shares outstanding during outreach, which management cites to support its approach. The Board argues the programs promote retention during the transformation period, align executives’ interests with long‑term stockholder value creation, and are structured with governance safeguards (clawback policy, stock ownership guidelines, no single-trigger CIC payments). Because the vote is advisory and non-binding, its principal effect is to inform the Board and People and Compensation Committee about investor sentiment; management states it will carefully consider the voting outcome in future compensation decisions. Key risks for investors include the size and form of one-time transformation awards and the sensitivity of PSU outcomes to relative TSR during a short three-year performance window; proponents of the program contend these are market-consistent and necessary to retain leadership during the spin-off transition. In recommending a FOR vote, the Board highlights its view that the compensation programs create appropriate incentives and align pay with performance and stockholder interests while retaining flexibility to adjust programs based on shareholder feedback.
Non-binding advisory vote to indicate whether stockholders prefer that future advisory votes to approve executive compensation be held every one, two, or three years (the Board recommends every one year).
This advisory proposal asks stockholders to indicate whether they prefer future non-binding Say on Pay votes to be held every one, two, or three years, with the Board recommending an annual (one-year) frequency. Management frames an annual vote as consistent with prevailing market practice and investor expectations, facilitating regular stockholder feedback on executive compensation and allowing the Board to respond more frequently to investor concerns about pay practices. The company notes it is required by law to solicit this advisory vote on frequency every six years; however, the choice is itself advisory and non-binding, meaning the Board will consider the outcome but retains discretion. An annual vote increases engagement and gives investors more frequent opportunity to influence compensation design, while less frequent votes reduce administrative burden and short‑termism pressures on management. The Board’s recommendation for one year reflects Qnity’s recent transition to an independent public company and a desire to preserve close alignment with stockholders during a formative period following the spin-off. The proposal’s practical effect depends on the outcome: if stockholders approve the Board’s recommended frequency, the Board will deem that frequency adopted; otherwise, the Board will review results and investor feedback in determining future practice. For sophisticated analysis, this proposal should be viewed in the context of Qnity’s heavy use of performance‑based equity and one‑time transformation awards — annual votes give investors a regular mechanism to signal approval or concern about these choices. The non-binding nature reduces immediate governance risk, but repeated negative outcomes could increase pressure for substantive compensation changes or lead to more active engagement between investors and the Board.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as Qnity’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | 13,627,072 | $1.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.09% | 10,654,957 | $1.2B |
| 3 | STATE STREET CORP | 4.33% | 9,056,058 | $1.0B |
| 4 | BlackRock, Inc. | 3.04% | 6,374,112 | $735M |
| 5 | Durable Capital Partners LP | 2.43% | 5,088,108 | $587M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.30% | 4,808,919 | $552M |
| 7 | BlackRock, Inc. | 2.04% | 4,276,698 | $493M |
| 8 | Allspring Global Investments Holdings, LLC | 2.02% | 4,236,593 | $502M |
| 9 | Slate Path Capital LP | 1.19% | 2,489,700 | $287M |
| 10 | Invesco Ltd. | 1.08% | 2,259,889 | $261M |
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