Independent
Tenure on this board
12.3 yrs
7 nominees · 3 ballot items.
Elect seven directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratify KPMG LLP as independent registered public accounting firm for fiscal 2026.
Elect seven directors to serve one-year terms until the 2027 annual meeting: Gregory A. Pratt; Arijit (Bapi) DasGupta; Cynthia A. Boiter; George C. Freeman III; David A. Parks; Carl E. Tack III; and Christine R. Vlahcevic.
Non-binding advisory vote to approve the compensation of Tredegar’s named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal requests a non-binding advisory approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, commonly known as a "say-on-pay" vote. Management is seeking shareholder affirmation that the Company’s mix of base salary, annual cash incentives tied to Consolidated Adjusted EBITDA and strategic objectives, and long-term incentives (split between restricted stock and cash-settled performance units subject to multi-year EBITDA and rTSR performance metrics) appropriately align executive interests with long-term shareholder value. The Board emphasizes that the Executive Compensation Committee designs pay to balance retention, performance, and alignment while avoiding incentives for excessive risk-taking, and it uses an independent consultant and a peer group to benchmark pay. The vote is advisory only, but management and the independent Compensation Committee state they will consider the outcome when making future compensation decisions. Contextually, 2025 included leadership transitions (CEO and CFO retirements effective December 31, 2025) and pay outcomes reflecting performance and succession decisions, including forfeitures upon retirement and selective payouts tied to achieved EBITDA and strategic objectives. The Company highlights governance features such as stock ownership guidelines, a clawback policy, and prohibition of hedging/pledging as mitigating governance concerns. Opponents of say-on-pay in some cases scrutinize realized pay versus pay-for-performance; management counters with its pay versus performance disclosure and the structure linking pay to multi-year financial metrics and rTSR adjustments. The Board recommends a FOR vote to endorse its compensation philosophy and to provide feedback to the Compensation Committee for future program design and adjustments.
Ratify the appointment of KPMG LLP as Tredegar’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GAMCO INVESTORS, INC. ET AL | 17.4% | 6,096,631 | $48M |
| 2 | BANK OF AMERICA CORP /DE/ | 8.1% | 2,850,318 | $23M |
| 3 | Minerva Advisors LLC | 4.8% | 1,665,607 | $13M |
| 4 | GABELLI FUNDS LLC | 3.5% | 1,237,000 | $10M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 1,181,192 | $9M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.0% | 1,059,848 | $8M |
| 7 | BlackRock, Inc. | 2.9% | 1,002,078 | $8M |
| 8 | BlackRock, Inc. | 2.7% | 953,605 | $8M |
| 9 | STATE STREET CORP | 1.9% | 657,614 | $5M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 544,681 | $4M |
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