DEF 14A of Mativ Holdings, Inc.
Filed Mar 17, 2026 · FY20250001000623-26-000021
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐
| 2025 Non-Qualified Deferred Compensation | 35 | | Potential Payments Upon Termination or Change of Control | 37 | | Pay Ratio | 41 | | Pay Versus Performance Disclosure | 42 | | Compensation of Directors | 48 | | Corporate Governance | 50 | | Majority Vote Resignation Policy | 50 | | Board of Directors and Standing Committees | 50 | | Board Exercise of Risk Oversight | 53 | | Cybersecurity Matters | 54 | | Environmental and Social Matters | 54 | | Corporate Governance Documents | 56 | | Transactions with Related Persons | 57 | | Stock Ownership | 58 | | Significant Beneficial Owners | 58 | | Directors and Executive Officers | 59 | | Proposal Two: Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026 | 61 | | Appointment of the Independent Registered Public Accounting Firm | 61 | | Board Recommendation | 61 | | Information Regarding the Independent Registered Public Accounting Firm | 61 | | Audit Committee Report | 63 | | Proposal Three: Non-Binding Advisory Vote to Approve Executive Compensation | 64 | | Board Recommendation | 65 |
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TENURE Board Structure The Company’s By-laws provide that the number of directors on its Board shall be fixed by resolution of the Board from time to time. The Board is divided into three classes of directors of the same or nearly the same number. The table below shows the allocation of our directors and nominee across the three classes:
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| Class I - Nomination for Election at 2026 Annual Meeting | Class II - Current Term Ending at 2027 Annual Meeting | Class III - Current Term Ending at 2028 Annual Meeting | | Marco Levi | Shruti Singhal | Kimberly E. Ritrievi, ScD | | William M. Cook | John K. Stipancich | Deborah Borg |
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| Mativ Holdings, Inc. | 7 | 2026 Proxy Statement |
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| Proposal One | Table of Contents |
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Board Succession Planning The Board, through its Nominating & Governance Committee, regularly reviews the particular skill sets required by the Board based on the nature of the Company’s business, strategic plans and regulatory challenges as well as the current performance of the incumbent directors. The Nominating & Governance Committee expects to continue to seek director candidates to replace current directors as they retire. Ms. Borg, our newest director, was identified as a director candidate by an independent director on the Board. The By-laws of the Company provide that a director is not eligible for election or re-election after his or her 72nd birthday but allows the Board to make an exception to this policy by unanimous decision when it believes that nomination is in the best interests of the Company’s stockholders. The Board unanimously voted to make an exception to this policy to allow Mr. Cook to stand for re-election to the Board as Class I director at the Annual Meeting. Mr. Cook brings 35 years of filtration industry experience to the Board and considerable operational and financial expertise, as well as serving as an audit committee financial expert. As such, the Board believes Mr. Cook’s nomination is in the best interests of the Company’s stockholders. Nominees for Director Upon recommendation of the Nominating & Governance Committee, the Board has nominated William Cook and Marco Levi for election to the Board as Class I directors, each to serve a three-year term ending at the 2029 Annual Meeting of Stockholders. If elected by our stockholders, each of Messrs. Cook and Levi will hold office until his successor has been elected and qualified or until his earlier resignation or removal. Messrs. Cook and Levi are both current members of the Board. The Board has determined that Messrs. Cook and Levi are independent pursuant to the independence standards of the SEC, the NYSE and the Company. Each nominee has consented to serve if elected. Should either nominee become unable to serve, proxies may be voted for another person designated by the Board. Proxies can only be voted for the number of persons named as nominees in this Proxy Statement (two). Board Recommendation
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| ✓ | The Board of Directors unanimously recommends a vote FOR the election to the Board of each of the two nominees for director. |
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Background Information on the Nominees and Continuing Directors The name of the nominees and the directors continuing in office, their ages as of the date of the Annual Meeting, their principal occupations and public company directorships during at least the past five years and certain other biographical information are set forth on the following pages.
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| Mativ Holdings, Inc. | 8 | 2026 Proxy Statement |
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| Table of Contents | Proposal One |
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Nominees for Election to the Board of Directors
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| | William M. Cook Age: 72 Director Since: 2022 | | Marco Levi Age: 66 Director Since: 2016 | | BUSINESS EXPERIENCE: •President and Chief Executive Officer, Donaldson Company, Inc., 2004 – 2015 •Various leadership roles at Donaldson Company, Inc., 1994 – 2004 PUBLIC COMPANY DIRECTORSHIPS: •Director, AXALTA Coating Systems, Ltd., since 2019 •Director, IDEX Corporation, 2008 – 2022 •Director, Neenah Inc., 2016 – 2022 •Director, Valspar Corporation, 2010 – 2017 •Director, Donaldson Company, 2004 - 2016 DIRECTOR QUALIFICATIONS: Mr. Cook brings to the Mativ Board his 35 years of filtration industry experience and his operations experience and financial expertise at Donaldson where he held a wide range of financial and business positions with global responsibilities, including CFO. Mr. Cook is an experienced public company board member having served on the board of Donaldson Company, Inc. from 2004 - 2016 and as an independent Director for IDEX Corporation, Neenah, AXALTA Coating Systems, Ltd., and Valspar Corporation. Mr. Cook also has valuable board experience from his past board service for various private company, joint venture, and charitable organizations. Mr. Cook holds both a bachelor’s degree in business management and a master’s of business administration from Virginia Tech. | | BUSINESS EXPERIENCE: •Chief Executive Officer, Ferroglobe PLC, since 2020 •Advisor, Oyat Invest, 2017 – 2019 •President and Chief Executive Officer, Ahlstrom Corporation, 2014 – 2017 •Senior Vice President and Business President of Emulsion Polymers, Styron Corporation, 2010 – 2014 PUBLIC COMPANY DIRECTORSHIPS: •Director, Ferroglobe PLC, since 2020 DIRECTOR QUALIFICATIONS: Mr. Levi has over 30 years of experience in industrials, including mining & metals, chemicals, plastics & specialty paper, and composites industries. His record of successfully running global materials technology businesses brings proven leadership experience to the Board. He is currently chief executive officer and board director of Ferroglobe PLC, a world leader in mining and minerals. Mr. Levi brings significant executive leadership experience, having previously served as the chief executive officer of Thermission AG, a pioneer in the field of zinc thermal diffusion to coat and finish industrial commercial materials, and of Ahlstrom Corporation, a global high-performance fiber company. Given his extensive experience, Mr. Levi understands the principles that create stockholder value and has successfully navigated many of the strategic challenges facing a publicly traded company. Mr. Levi holds a PhD in industrial chemistry from the Universita degli Studi di Milano, Statale. | |
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| Mativ Holdings, Inc. | 9 | 2026 Proxy Statement |
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| Proposal One | Table of Contents |
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Members of the Board of Directors
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| | Shruti Singhal Age: 57 Director Since: 2022 | | John K. Stipancich Age: 57 Director Since: 2024 | | BUSINESS EXPERIENCE: •President and Chief Executive Officer of the Company, since March 2025 •President and Chief Executive Officer, Chroma Color Corporation, 2021 – 2025 •President, DSM’s Engineering Materials Business, 2019 – 2021 PUBLIC COMPANY DIRECTORSHIPS: •Director, Neenah Inc., 2021 – 2022 •Director, Mativ Holdings, Inc., 2022 – 2025 DIRECTOR QUALIFICATIONS: Mr. Singhal brings significant business and engineering experience in the specialty materials industry gained from his roles as President and Chief Executive Officer of Chroma Color Corporation, a leading formulator, and specialty color and additive concentrates supplier, and as President of DSM’s Engineering Materials Business. Mr. Singhal also brings extensive experience with international corporate operations as he has worked in North America and Europe with companies like Henkel, Cognis (now BASF), Rohm & Haas, The Dow Chemical Company, Ashland, Solenis, General Cable and others throughout his career. Mr. Singhal holds a bachelor’s degree in chemical engineering and a master’s degree in chemical engineering from Drexel University, and has completed the Global Marketing Management Program at The Wharton School, University of Pennsylvania. | | BUSINESS EXPERIENCE: •EVP, General Counsel and Secretary, Roper Technologies, Inc., since 2016 •EVP and Chief Financial Officer, Newell Brands Inc., 2014 – 2016 •General Counsel, Newell Brands Inc., 2009 – 2014 DIRECTOR QUALIFICATIONS: Mr. Stipancich has extensive business and legal experience, having worked as both chief financial officer and general counsel of Fortune 500 companies. Mr. Stipancich currently serves as EVP, General Counsel and Secretary for Roper Technologies, an operator of market-leading businesses that design and develop vertical software and technology-enabled products for a variety of niche markets. He has a wealth of M&A experience, including acquisitions, divestitures, joint ventures, and tax restructurings. Mr. Stipancich also brings significant specialty materials global operations experience, as he served as the General Counsel and Corporate Secretary, and Executive Leader of Newell Brand Inc.’s operations in the Europe, Middle East, and Africa region. Mr. Stipancich holds a bachelor’s degree in accounting from the University of Toledo and a juris doctor from the Ohio State University. | |
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| Mativ Holdings, Inc. | 10 | 2026 Proxy Statement |
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| Table of Contents | Proposal One |
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| | Kimberly E. Ritrievi, ScD Age: 67 Director Since: 2018 | | Deborah Borg Age: 49 Director Since: 2025 | | BUSINESS EXPERIENCE: •President, The Ritrievi Group, LLC, since 2005 •Various leadership roles at Goldman Sachs & Co., 1997 – 2004 PUBLIC COMPANY DIRECTORSHIP: •Director, Fidelity Select Advisors Funds Board, since 2025 •Director, Tetra Tech, Inc., 2013 - 2026 DIRECTOR QUALIFICATIONS: Dr. Ritrievi has over 30 years of collective experience in the capital markets and specialty chemicals industries. Dr. Ritrievi’s financial markets career has given her significant experience in identifying and creating stockholder value by applying short- and long-term time horizons and assessing strategy, capital allocation, business mix, competitive position and execution capabilities. In addition, Dr. Ritrievi’s experience in the specialty chemical industry provides her with insight into the Company’s key products and customers. Dr. Ritrievi holds a bachelor’s of engineering degree from Princeton University, a master’s degree in management from the Massachusetts Institute of Technology (MIT) Sloan School of Management, and a ScD in chemical engineering from MIT. | | BUSINESS EXPERIENCE: •EVP, Chief People & Culture Officer, IFF, since 2022 •Chief HR & Communications Officer, Bunge, Ltd., 2016 - 2022 •President DOW USA, 2014 - 2016 •Various leadership roles at Dow Chemical, 2000 – 2014 PUBLIC COMPANY DIRECTORSHIP: •Director, SWM Holdings, Inc., 2019 - 2022 DIRECTOR QUALIFICATIONS: Ms. Borg brings more than 25 years of experience in general management, human resources, communications and executive leadership, with a focus on talent management, employee relations, M&A, and business transformation. Ms. Borg is currently the EVP, Chief People & Culture Officer at IFF, a global leader in food, beverage, health, biosciences and sensorial experiences. Throughout her career, she has driven operational efficiency and business transformation at scale at multiple companies including General Motors, Dow Chemical and Bunge. In addition to her prior service on the SWM board, Ms. Borg also has also served on the boards of industry association Society of Chemical Innovators and the nonprofit Big Brothers Big Sisters in the Heart of Michigan. Ms. Borg holds a bachelor of business management in human resources and a master’s degree in training and change management, both from Victoria University in Melbourne, Australia. | |
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| Mativ Holdings, Inc. | 11 | 2026 Proxy Statement |
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| Proposal One | Table of Contents |
Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors
Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors Our director nominees and continuing directors bring a diversity of expertise, experience, skills, and attributes to the Board. The following director skills matrix highlights the balanced mix of skills, experience and attributes that are most relevant to our Company.
Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors
| Skills and Experience | Borg | Cook | Levi | Ritrievi | Singhal | Stipancich | | Current/Former CEO | | ● | ● | | ● | | | Public Company Board Experience | ● | ● | ● | ● | | | | Strategic Leadership | ● | ● | ● | ● | ● | ● | | Audit/Accounting/Financial Statements | | ● | ● | ● | ● | ● | | M&A/Integration/ Transformation | ● | ● | ● | ● | ● | ● | | Industrial/ Manufacturing Sector Experience | ● | ● | ● | | ● | ● | | International Experience | ● | ● | ● | ● | ● | ● | | Investor Relations | ● | ● | ● | ● | ● | ● | | Innovation/R&D | | ● | ● | ● | ● | | | Human Capital | ● | ● | ● | ● | ● | ● | | Executive Compensation | ● | ● | ● | | ● | ● | | Advertising/Marketing/Sales | ● | | ● | | ● | | | Communications | ● | | ● | | ● | | | Enterprise Risk Management | | ● | | ● | | ● | | Legal/Regulatory | | | | | ● | ● | | ESG/Sustainability | ● | | ● | ● | ● | ● |
Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors
| Attributes | Borg | Cook | Levi | Ritrievi | Singhal | Stipancich | | Gender Diversity | | | | | | | | Male | | ● | ● | | ● | ● | | Female | ● | | | ● | | | | Racial Diversity | | | | | | | | Asian/Pacific Islander | | | | | ● | | | White/Caucasian | ● | ● | ● | ● | | ● |
Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors
| Mativ Holdings, Inc. | 12 | 2026 Proxy Statement |
Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors
| Table of Contents | Proposal One |
Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors
Nomination of Directors Directors may be nominated by the Board or by stockholders in accordance with the By-laws of the Company. The Nominating & Governance Committee, which is composed of independent directors, identifies potential candidates and reviews all proposed nominees for the Board, including those proposed by stockholders. The Nominating & Governance Committee selects individuals as director nominees who have the highest personal and professional integrity and whose background and skills will enhance the Board’s ability to serve the long-term interests of the Company’s stockholders. The candidate review process includes an assessment of the person’s judgment, experience, financial expertise, independence, understanding of the Company’s business or other related industries, commitment and availability to prepare for and attend meetings of the Board and its standing committees and such other factors as the Nominating & Governance Committee determines are relevant in light of the needs of the Board and the Company. In seeking director candidates, the Nominating & Governance Committee uses a director candidate qualification matrix that compares the skills, experience, and competencies of existing directors, directors that are expected to retire in the near-term and the anticipated future strategic, operational, and development needs of the Company in order to identify skills, experience and competencies that may otherwise be absent from the Board’s future composition. It also uses its and the Board’s professional contact networks and/or director search firms to identify and recommend to the Board suitable director candidates. The Nominating & Governance Committee selects qualified candidates consistent with criteria approved by the Board and presents them to the full Board, which decides whether to nominate the candidate for election to the Board. The Nominating & Governance Committee Charter authorizes the Nominating & Governance Committee to retain such outside experts, at the Company’s expense, as it deems necessary and appropriate to assist it in the execution of its duties. The Nominating & Governance Committee evaluates candidates recommended by stockholders in the same manner as it evaluates other candidates. A further discussion of the process for stockholder nominations and recommendations of director candidates is found under the caption “How Stockholders May Nominate or Recommend Director Candidates.” Board Diversity The Nominating & Governance Committee, with input from the Board, considers a wide range of factors in determining the desired experiences and qualifications for director candidates and then seeks candidates that best meet those criteria. The Company does not have a formal policy concerning the diversity of its directors, however, the diversity of the Board is a consideration in evaluating candidates for the Board. The Board is committed to including candidates with diverse personal and professional backgrounds in the pool of candidates when conducting a search for qualified candidates. How Stockholders May Nominate or Recommend Director Candidates Any stockholder of record entitled to vote generally in the election of directors may nominate one or more persons for election as directors by complying with the procedures set forth in the Company’s By-laws, a copy of which may be obtained from the Company’s Corporate Secretary. The notice of intent to nominate a candidate for the Board must satisfy the requirements described in the By-laws and be received by the Company not less than 90 calendar days nor more than 120 calendar days before the first anniversary date of the preceding year’s annual meeting. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. Stockholders may recommend a director candidate for consideration by the Nominating & Governance Committee by notifying the Company’s Corporate Secretary in writing at Mativ Holdings, Inc., 100 Kimball Place, Suite 600, Alpharetta, Georgia 30009. The information that must be included in the notice and the procedures that must be followed (including the timeframe for submission) by a stockholder wishing to recommend a director candidate for the Nominating & Governance Committee’s consideration are the same as would be required under the By-laws if the stockholder wished to nominate that candidate directly.
Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors
| Mativ Holdings, Inc. | 13 | 2026 Proxy Statement |
Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors
Executive Compensation Compensation Discussion & Analysis
Executive Compensation Philosophy
| Reward actions and behaviors that build a foundation for the long-term performance of the Company while also rewarding achievement of short-term performance goals informed by the Company’s strategy | | | | | | | | • | | • | | • | | Pay-for-Performance Allocate a significant portion of total target compensation to incentive-based compensation opportunities tied to the performance of the Company and/or its stock | | Align with Stockholder Interests Set incentive plan objectives that the Committee believes contribute to increased stockholder value and award a significant portion of total compensation opportunity in the form of equity | | Attract, Retain and Motivate Utilize an annual competitive compensation study to guide decisions regarding total and individual compensation components and values | |
Key Compensation Policies and Practices
| What We Do: | | What We Don’t Do: | | | ✓ | A significant portion of the NEOs’ total target compensation is delivered in the form of variable compensation that is connected to actual performance. | x | Change-in-control tax gross-ups. | | ✓ | Maximum payout caps for annual and long-term incentive compensation. | x | “Single trigger” vesting of equity awards in the event of a change-in-control. | | ✓ | Linkage between quantitative performance measures for incentive compensation and operating objectives. | x | Re-price stock options or buy out underwater option awards. | | ✓ | Independent compensation consultant reporting directly to the Committee and providing no other services to the Company. | x | Allow directors and key executives (including the NEOs) to hedge or pledge their Company securities. | | ✓ | Robust stock ownership guidelines for NEOs. | x | Executive employment contracts unless required by local law. | | ✓ | Annual compensation risk assessment. | x | Excessive perquisites. | | ✓ | Annual peer group review. | | | | ✓ | Performance-based equity awards may be subject to relative TSR modifier. | | | | ✓ | Clawback policies. | | |
Elements of the 2025 Executive Compensation Program
| 2025 ANNUAL PAY ELEMENTS* | | | | | | | Salary | Short-Term Incentive Plan | Service-Based Restricted Stock Units (“RSUs”) | Performance-Based Restricted Stock Units (“PSUs”) | | Who Receives | All NEOs – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –– • | | | | | When Granted | Annually – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – • | | | | | Form of Delivery | Cash – – – – – – – – – – – – – – – – – – – – – – – – • | | Equity – – – – – – – – – – – – – – – – – – – – – – – – • | | | Why We Pay | Establish a pay foundation at competitive levels to attract and retain talented executives | Motivate and reward executives for performance related to key financial performance metrics Hold executives accountable, with payouts varying from target based on actual performance against pre-established and communicated performance goals | Align the interests of executives with those of the Company’s stockholders by subjecting payout to fluctuations in the Company’s stock price performance Competitive with market practices in order to attract and retain top executive talent | Align the interests of executives with those of the Company’s stockholders by focusing the executives on the Company’s financial performance over the performance period and further subjecting payout to fluctuations in the Company’s stock price performance Competitive with market practices in order to attract and retain top executive talent | | Vesting/Performance Period | N/A | 1 year | 3 years pro-rata | 3 years cliff | | How Target and Payout Are Determined | Committee determines amounts, after considering Chief Executive Officer recommendations for other NEOs Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant | Committee determines target amounts and considers Chief Executive Officer recommendations for other NEOs Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant Committee determines performance objectives and evaluates performance against objectives | Committee determines target amounts and considers Chief Executive Officer recommendations for other NEOs Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant | Committee determines target amounts and considers Chief Executive Officer recommendations for other NEOs Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant Committee determines performance objectives and evaluates performance against objectives | | Performance Measures | Individual | EBITDA, Revenue, Safety Scorecard | Change in Company stock price | Free Cash Flow as a Percent of Net Sales, Return on Invested Capital, Relative TSR |
Elements of the 2025 Executive Compensation Program
*Excludes retention RSU awards granted to Messrs. Johnson and Elwart, as described below under “2025 Service-Based Restricted Stock Unit Awards.”
2025 Short-Term Incentive Plan
2025 Short-Term Incentive Plan In December 2024, after consulting with Meridian, the Committee approved cash-based award opportunities for the then-serving NEOs under our 2025 Short-Term Incentive Plan (“STIP”) in order to further align their compensation with the Company’s performance. Consistent with the 2024 design, the performance objectives for 2025 were EBITDA Delivered, revenue, and Safety Scorecard. However, in order to increase focus on profitability, the Committee adjusted the relative weighting for the 2025 STIP by increasing the weighting of EBITDA Delivered from 70% to 75% and decreased the weighting for revenue from 20% to 15%. The following table summarizes the 2025 target annual incentive opportunity for each NEO (expressed as a percentage of 2025 base salary).
2025 Short-Term Incentive Plan
| Name | 2024 Target Bonus (% of Base Salary) | 2025 Target Bonus (% of Base Salary) | | Shruti Singhal(1) | N/A | N/A | | Mark W. Johnson | 70% | 70% | | Ryan M. Elwart(2) | 65% | 70% | | Julie Schertell | 115% | 115% | | Michael W. Rickheim | 65% | 65% | | Greg Weitzel | 70% | 70% |
2025 Short-Term Incentive Plan
1.Mr. Singhal was not eligible to participate in the 2025 STIP under the terms of his offer letter. Please see "Management Compensation Agreements — Singhal Offer Letter" below. 2.Mr. Elwart’s target award opportunity was increased from 65% to 70% in February 2025 in connection with the expansion of the scope of his responsibilities.
2025 Short-Term Incentive Plan
| Mativ Holdings, Inc. | 18 | 2026 Proxy Statement |
2025 Short-Term Incentive Plan
| Table of Contents | Executive Compensation |
2025 Short-Term Incentive Plan
The following table sets forth the financial performance metrics applicable to the determination of 2025 STIP payouts for the NEOs. The target achievement levels for the EBITDA Delivered and revenue metrics were based on our 2025 budget, factoring in anticipated growth rates for such metrics, with each financial goal established at a level that exceeded prior year performance. At the time that the performance targets were set for the 2025 STIP, the Committee believed that the goals were rigorous yet achievable, and therefore established the targets so that they would be achieved, at the target performance level, if the Company successfully executed against its operating plan for 2025.
2025 Short-Term Incentive Plan
| | 2025 OBJECTIVES(1) | | | RESULTS | | | Measurement Metrics | Threshold (50%) | Target (100%) | Maximum (200%)(2) | Actual Performance | Attainment Percentage | | 75% EBITDA Delivered(3) ($ in millions) | $218 | $245 | $280 | $225 | 56% | | 15% Revenue(4) ($ in millions) | $1,941 | $2,016 | $2,108 | $1,975 | 11% | | 10% Safety Scorecard(5) | 80% | 90% | 100% | 98% | 12% |
2025 Short-Term Incentive Plan
1.For any actual performance which falls below the target level, the payout is calculated on a slope basis and, for any actual performance that falls above the target level, the payout is determined using straight-line interpolation. 2.Achievement of the maximum performance level would result in a payout of 200% of target for the EBITDA Delivered and Revenue metrics and 125% of target for the Safety Scorecard metric. 3.EBITDA Delivered is the Company’s Adjusted EBITDA (earnings before interest, income-related taxes, depreciation and amortization) determined on a consolidated basis for continuing operations and adjusted (increased or reduced) to eliminate the effects of (a) extraordinary gains or losses, (b) nonrecurring gains or losses, (c) gains or losses from asset sales, (d) gains or losses related to currency exchange rates, and (e) facility/asset closure or restructuring costs. 4.Revenue represents total revenues as reported in the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 5.Safety Scorecard is intended to focus the NEOs on the leading indicators of proactive risk reduction and is measured based on achievement with respect to certain goals relating to ergonomic risk assessments, job safety analysis, leader learning engagement, and pre-task risk assessments. The following table summarizes the target STIP opportunities and STIP payouts for 2025 for each participating NEO, with targets expressed as a percentage of 2025 base salary and in dollars:
2025 Short-Term Incentive Plan
| Name | 2025 Target Bonus (% of Base Salary) | 2025 Target Bonus Award Opportunity ($) | Final 2025 Bonus ($) | Final 2025 Bonus as a % of Target | | Shruti Singhal(1) | N/A | N/A | N/A | N/A | | Mark W. Johnson | 70% | 364,000 | 287,562 | 79% | | Ryan M. Elwart(2) | 69.32% | 381,233 | 301,176 | 79% | | Julie Schertell(3) | 115% | 1,166,100 | 176,672 | 15% | | Michael W. Rickheim(3) | 65% | 304,200 | 100,078 | 33% | | Greg Weitzel(4) | 70% | 350,000 | 276,500 | 79% |
2025 Short-Term Incentive Plan
1.Mr. Singhal was not eligible to participate in the 2025 STIP under the terms of his offer letter. Please see "Management Compensation Agreements — Singhal Offer Letter" below.
2025 Short-Term Incentive Plan
| Mativ Holdings, Inc. | 19 | 2026 Proxy Statement |
2025 Short-Term Incentive Plan
| Executive Compensation | Table of Contents |
2025 Short-Term Incentive Plan
2.Targets shown for Mr. Elwart are prorated to reflect the February 2025 adjustment to his compensation, including an increase in his base salary from $520,000 to $550,000 and an increase in his 2025 target bonus from 65% to 70%. 3.In accordance with the terms of the Company’s Executive Severance Plan, Ms. Schertell and Mr. Rickheim were eligible to receive prorated bonuses under the 2025 STIP based on actual performance against the 2025 STIP goals. 4.Because Mr. Weitzel's separation date coincided with the final day of the performance period, he was eligible to receive the full amount under the 2025 STIP based on actual performance against the 2025 STIP goals in accordance with the terms of the Company’s Executive Severance Plan.
2025 Long-Term Incentive Compensation
2025 Long-Term Incentive Compensation In March 2025, the Committee granted our then-serving NEOs long-term incentive award opportunities for the 2025-2027 performance period under the Company’s 2024 Equity and Incentive Plan (the “2024 Plan”), with the 2025 long-term incentive opportunity for each NEO allocated as follows: The Committee believed that this design supported the Company’s pay-for-performance philosophy by tying a majority of the long-term incentive award opportunity to the achievement of a pre-established performance goal that supported the Company’s operating and strategic plan. After consulting with Meridian and considering internal pay equity and a review of competitive market practices, the Committee established the following 2025-2027 performance period target long-term incentive award opportunities for our then-serving NEOs.
2025 Long-Term Incentive Compensation
| Name | 2024 Target LTIP (% of 2024 Base Salary) | 2025 Target LTIP (% of 2025 Base Salary) | | Shruti Singhal(1) | N/A | N/A | | Mark W. Johnson | 140% | 140% | | Ryan M. Elwart(2) | 150% | 160% | | Julie Schertell(3) | 331% | N/A | | Michael W. Rickheim | 125% | 125% | | Greg Weitzel | 150% | 175% |
2025 Long-Term Incentive Compensation
1.Mr. Singhal was not eligible to participate in the 2025 LTIP under the terms of his offer letter. Please see "Management Compensation Agreements — Singhal Offer Letter" below. 2.Mr. Elwart’s target award opportunity was increased from 150% to 160% in February 2025 in connection with the expansion of the scope of his responsibilities. 3.Ms. Schertell separated from the Company prior to the granting of the 2025 annual long-term incentive awards.
2025 Long-Term Incentive Compensation
| Mativ Holdings, Inc. | 20 | 2026 Proxy Statement |
2025 Long-Term Incentive Compensation
| Table of Contents | Executive Compensation |
2025 Long-Term Incentive Compensation
The table below sets forth the target award value, as of the date of grant, of the long-term incentive award received by each of the Company’s then-serving NEOs under its 2025 long-term incentive program, expressed (i) as a percentage of 2025 base salary and (ii) in dollars.
2025 Long-Term Incentive Compensation
| Name | Target LTIP (% of 2025 Base Salary) | Target LTIP Award Opportunity ($) | 2025 PSUs (# at Target) | 2025 Service- Based RSUs (#) | | Shruti Singhal(1) | N/A | N/A | N/A | N/A | | Mark W. Johnson | 140% | 728,000 | 44,255 | 29,504 | | Ryan M. Elwart | 160% | 880,000 | 53,495 | 35,664 | | Julie Schertell(2) | N/A | N/A | N/A | N/A | | Michael W. Rickheim(3) | 125% | 585,000 | 35,563 | 23,708 | | Greg Weitzel(4) | 175% | 875,000 | 53,191 | 35,461 |
2025 Long-Term Incentive Compensation
1.Mr. Singhal was not eligible to participate in the 2025 LTIP under the terms of his offer letter. Please see "Management Compensation Agreements — Singhal Offer Letter" below. 2.Ms. Schertell separated from the Company prior to the granting of the 2025 annual long-term incentive awards. 3.In accordance with the terms of Mr. Rickheim’s separation agreement, 2,403 PSUs and 1,602 RSUs granted to him in March 2025 vested in connection with his separation in June 2025, and the rest of the awards were forfeited. 4.In accordance with the terms of Mr. Weitzel’s separation agreement, 24,118 PSUs and 9,294 RSUs granted to him in March 2025 vested in connection with his separation in December 2025, and the rest of the awards were forfeited.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS In 2023, 2024 and 2025, the Company granted PSU awards, with vesting based on the Company’s Free Cash Flow as a Percent of Net Sales and Return on Invested Capital (“ROIC”) performance measured annually over a three-year performance period, subject to a TSR modifier based on performance relative to the S&P 600 Materials Index, which may be applied by the Committee at its discretion. These goals were selected because they were viewed as core indicators of the Company’s success in executing its long-term operating plan and delivering value to its stockholders. For the 2025 performance period, the Committee increased the weighting of the Free Cash Flow as a Percent of Net Sales metric from 50% to 75% and decreased the weighting of the ROIC metric from 50% to 25% in order to focus on cash generation. The Free Cash Flow as a Percent of Net Sales and ROIC targets are established annually, and payout percentages will be calculated based on the straight average of the payout percentages for each of the three individual calendar years in the performance period. The Free Cash Flow as a Percent of Net Sales and ROIC targets for 2023 (with respect to the PSUs granted in 2023), 2024 (with respect to the PSUs granted in 2023 and 2024) and 2025 (with respect to the PSUs granted in 2023, 2024 and 2025) are set forth in the table below and were each established based on the Company’s prior year performance and the Company’s internal operating and strategic plan. The number of PSUs earned based on the Company’s Free Cash Flow as a Percent of Net Sales and ROIC performance may be modified by the Committee at its discretion by applying a TSR modifier based on the Company’s performance relative to the S&P 600 Materials Index.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
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PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
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PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
The tables below set forth the performance goals applicable to the PSU awards for the 2023-2025, 2024-2026 and 2025-2027 performance periods:
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
| | | 2023 | | | | 2024 | | | | 2025 | | | | | | | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | | Free Cash Flow as a Percent of Net Sales | | 3.0% | 5.0% | 7.0% | Below Threshold | 0.7% | 1.6% | 3.7% | 2.0% | 1.5% | 2.7% | 4.0% | 4.6% | | ROIC | | 6.0% | 7.5% | 9.0% | Below Threshold | 3.5% | 4.5% | 7.0% | 4.5% | 4.0% | 5.0% | 6.5% | 4.9% | | Payout Result | | | | | 0% | | | | 105% | | | | 174% | | Relative TSR Result | – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – • | | | | | | | | | | | | |
2024 PSUs
2024 PSUs
2024 PSUs
| | | 2024 | | | | 2025 | | | | 2026 | | | | | | | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | | Free Cash Flow as a Percent of Net Sales | | 0.7% | 1.6% | 3.7% | 2.0% | 1.5% | 2.7% | 4.0% | 4.6% | * | * | * | * | | ROIC | | 3.5% | 4.5% | 7.0% | 4.5% | 4.0% | 5.0% | 6.5% | 4.9% | * | * | * | * | | Payout Result | | | | | 105% | | | | 174% | | | | * | | Relative TSR Result | – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – • | | | | | | | | | | | | |
2025 PSUs
2025 PSUs
2025 PSUs
| | | 2025 | | | | 2026 | | | | 2027 | | | | | | | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | | Free Cash Flow as a Percent of Net Sales | | 1.5% | 2.7% | 4.0% | 4.6% | * | * | * | * | * | * | * | * | | ROIC | | 4.0% | 5.0% | 6.5% | 4.9% | * | * | * | * | * | * | * | * | | Payout Result | | | | | 174% | | | | * | | | | * | | Relative TSR Result | – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – • | | | | | | | | | | | | |
2025 PSUs
*Performance goals for the 2026 performance year were established at the beginning of 2026 and will be disclosed in next year’s proxy statements. Performance goals for the 2027 performance year are expected to be established at the beginning of 2027 and will be disclosed in the Company’s 2027 proxy statement.
2025 PSUs
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2025 PSUs
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2025 PSUs
Based on the Company’s performance noted above, for the 2023-2025 PSUs, the participating NEOs vested in the following number of shares:
2025 PSUs
| Name (1) | Target Shares Subject to 2023 PSUs (#) | Actual Shares Earned (#) | | Julie Schertell (2) | 72,171 | 26,102 | | Michael W. Rickheim (2) | 10,233 | 4,102 | | Greg Weitzel (2) | 12,786 | 11,354 |
2025 PSUs
1.Messrs. Johnson and Elwart did not receive 2023 PSUs as each commenced employment with the Company after the 2023 PSUs were granted. Mr. Singhal did not receive a 2023 PSU as he did not serve as an employee during 2023. 2.In accordance with the terms of their separation agreements, 26,102 PSUs granted to Ms. Schertell, 4,102 PSUs granted to Mr. Rickheim and 11,354 PSUs granted to Mr. Weitzel in 2023 vested in connection with their separations in 2025, and the rest of these awards were forfeited.
2025 SERVICE-BASED RESTRICTED STOCK UNIT AWARDS
2025 SERVICE-BASED RESTRICTED STOCK UNIT AWARDS Pursuant to the service-based component of the Company’s 2025 long-term incentive award opportunity, in March 2025, Messrs. Weitzel, Johnson, Elwart and Rickheim were granted RSU awards scheduled to vest in equal installments in March 2026, 2027, and 2028, subject to their continued employment through each applicable vesting date. In connection with their separations from the Company, Messrs. Rickheim and Weitzel received prorated vesting of 1,602 and 9,294, respectively, of such 2025 RSUs, and the rest of these awards were forfeited. In addition, in May 2025 the Committee, in consultation with Meridian, determined to grant one-time retention RSU awards to Messrs. Johnson and Elwart with a grant date fair value equal to their base salaries, which are scheduled to vest on the second anniversary of the grant date, subject to their continued employment through such date. The Committee granted these awards to Messrs. Johnson and Elwart because it identified each as high performers with continuing high potential in the execution of the Company’s business objectives, and desired to provide them with additional incentives and recognition to enhance the Company’s ability to retain them.
SINGHAL OFFER LETTER
SINGHAL OFFER LETTER In connection with Mr. Singhal’s appointment as the Company’s President and Chief Executive Officer, the Company entered into an offer letter with Mr. Singhal on March 11, 2025 (the “Singhal Offer Letter”). The terms of the Singhal Offer Letter were determined after consultation with Meridian and were designed to induce Mr. Singhal to join the Company during a strategically significant period. The Singhal Offer Letter included a one-year term during which Mr. Singhal was paid a monthly cash payment of $110,000 and was granted a one-time RSU award with a grant date value equal to $2,100,000, subject to cliff vesting at the end of the one-year term. The majority of Mr. Singhal’s compensation for 2025 was structured in the form of time-based RSUs in order to align his compensation with the Company’s stock price and the interests of our stockholders. During the one-year term, Mr. Singhal was not eligible to participate in the Company’s STIP or the Executive Severance Plan. Effective January 1, 2026, the Singhal Offer Letter was amended (the “Singhal Amended Offer Letter”) to, among other things, transition Mr. Singhal to the Company’s standard executive compensation program, with an annual base salary of $950,000 and eligibility to participate in the Company’s STIP and long-term incentive programs, with targets to be determined annually by the Board or the Committee. Pursuant to the Singhal Amended Offer Letter, Mr. Singhal is also eligible to participate in the Executive Severance Plan.
EXECUTIVE SEPARATION AGREEMENTS
EXECUTIVE SEPARATION AGREEMENTS In connection with their respective departures, each of Ms. Schertell and Messrs. Weitzel and Rickheim entered into a Separation Agreement and General Waiver and Release, which among other things, included a customary release of claims and confirmed their respective severance benefits, the treatment of their outstanding equity awards, and their post-termination obligations, in each case, in accordance with the termination without cause provisions under the Executive Severance Plan.
Clawback Policies
Clawback Policies The Company maintains a Dodd-Frank Clawback Policy to comply with SEC and NYSE listing rules. Under that policy, the Company is required in certain situations to recoup incentive compensation paid or payable to certain current or former executive officers of the Company, including the NEOs, in the event of an accounting restatement. In addition, the Company continues to maintain the SWM International, Inc. Executive Compensation Adjustment and Recovery Policy, pursuant to which the Compensation Committee has the discretion to seek to recover any annual or long-term incentive compensation (including time-based equity awards) awarded or paid to a covered officer (including each NEO) during the previous three years if the result of a performance measure upon which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment.
How We Make Compensation Decisions
| Market Review | Internal Review | Pay Decisions | | •Performed by independent compensation consultant •Considers peer pay practices •Influences program design | •Chief Executive Officer evaluates performance •Chief Executive Officer and management review market data and internal comparable roles •Chief Executive Officer recommends to the Committee program changes and any pay adjustments | •Chief Executive Officer and management recommend to the Committee any program changes •Chief Executive Officer recommends pay adjustments •Committee carefully considers: •Historical and current market practices, •Internal pay equity, and •Established market trends •Committee approves any program and pay changes |
Independent Compensation Consultant
Independent Compensation Consultant The Committee engaged Meridian as its independent compensation consultant. In 2025, Meridian provided executive compensation and governance-related services, including review of 2025 compensation adjustments, review of competitive market data provided by Aon, awards under our long-term incentive program, the setting of performance goals in our incentive plans including the payout leverage for results above and below the target performance levels, a review of the analysis of the relationship between the Company’s total direct pay relative to the competitive market, a review of trends and regulatory developments with respect to executive compensation, a review of our compensation peer group, assistance with the management transitions described above, and assistance with this Compensation Discussion & Analysis. Meridian is retained by and reports to the Committee and, at the request of the Committee, participates in committee meetings. Meridian did not provide any other services to the Company in 2025. The Committee reviewed the independence of Meridian under NYSE and SEC rules and concluded that the work of Meridian has not raised any conflict of interest.
Market-Based Competitive Compensation Levels
Market-Based Competitive Compensation Levels For 2025, the Committee continued its philosophy of setting executive compensation within a range of the market median for each position, which experience has shown is the level at which the Company has been able to recruit and retain highly talented executives. Compensation paid to our Chief Executive Officer is determined and approved by the Committee using proxy and competitive market data provided by Aon and analyzed annually by Meridian. The Committee annually reviews, in consultation with Meridian, and approves the compensation for the Company’s other NEOs in consultation with the Chief Executive Officer using competitive market data. In establishing 2025 executive compensation, the Committee relied on proxy statement data from the same peer group of 16 companies that was established in August 2022 for purposes of evaluating the Company’s post-Merger compensation decisions. The component companies of the peer group were selected from Aon’s Radford Global Compensation database for manufacturing companies with revenues between one-third and three times the Company’s revenue.
Market-Based Competitive Compensation Levels
| 2025 Peer Companies | | | | AptarGroup, Inc. | Clearwater Paper Corporation | Ingevity Corporation | | Ashland Global Holdings, Inc. | Donaldson Company, Inc. | Innospec Inc. | | Avient Corporation (f/k/a PolyOne Corporation) | Glatfelter Corporation | Mercer International Inc. | | Axalta Coating Systems Ltd. | Greif, Inc. | Minerals Technologies Inc. | | Cabot Corporation | H.B. Fuller Company | Rayonier Advanced Materials Inc. | | | | Trinseo PLC |
Market-Based Competitive Compensation Levels
The Committee considers 2025 target total direct compensation to be competitive if it falls with +/-20% of the market median. The analysis evaluates the following components: •base salary; •annual incentive bonus (assuming attainment of the target objective level, as a percentage of base salary); •target total cash compensation (base salary plus target level annual incentive); •long-term incentive compensation (assuming attainment of the target objective level); and •target total direct compensation, which is the sum of base salary plus annual incentive plus long-term incentive compensation at the target levels.
Market-Based Competitive Compensation Levels
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Market-Based Competitive Compensation Levels
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Market-Based Competitive Compensation Levels
The Committee believes that the Company’s peer group should reflect the industries in which the Company potentially competes for business, executive talent and capital, as well as the Company’s significant international operations. In September 2025, the Committee determined to significantly modify the compensation peer group to be used for purposes of evaluating 2026 compensation to include more manufacturing companies with revenues comparable to the Company in order to better reflect the companies and industries from which we source talent. Following a review of an analysis provided by Meridian, the Committee approved a compensation peer group consisting of the 24 companies listed in the table below:
Market-Based Competitive Compensation Levels
| 2026 Peer Companies | | | | Albany International Corp. | Enpro Inc. | JBT Marel Corporation | | Avient Corporation | Franklin Electric Co., Inc. | Kennametal Inc. | | AZZ Inc. | Gates Industrial Corporation plc | Magnera Corporation | | Clearwater Paper Corporation | Graco Inc. | Mueller Water Products, Inc. | | Columbus McKinnon Corporation | Greif, Inc. | Nordson Corporation | | Crane Company | Hillenbrand, Inc. | Rayonier Advanced Materials, Inc. | | Deluxe Corporation | IDEX Corporation | RBC Bearings International | | Donaldson Company, Inc. | ITT Inc. | SPX Technologies, Inc. |
Equity Grant Timing Practices
Equity Grant Timing Practices It is the Committee’s practice to generally approve ordinary course annual equity grants for the NEOs at a Committee meeting in the first quarter of each year. If NEOs are hired or promoted during the year, they generally receive a grant at the first scheduled Committee meeting following their hire date or promotion date for an aggregate number of RSUs and PSUs based on position. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”), nor does the Company time the release of MNPI based on equity grant date.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
| Name and Principal Position | | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non- qualified Deferred Compensation Earnings | All Other Compensation | Total | | | Year | ($) | ($) | ($)(1) | ($) | ($)(2) | ($) | ($)(3) | ($) | | Shruti Singhal | 2025 | 1,061,077 | — | 2,131,441 | — | — | — | 63,815 | 3,256,333 | | President and Chief Executive Officer(4) | | | | | | | | | | | Mark W. Johnson | 2025 | 520,000 | — | 848,848 | — | 287,562 | — | 37,860 | 1,694,270 | | Chief Legal and Administrative Officer | 2024 | 500,000 | — | 419,996 | — | 206,500 | — | 32,788 | 1,159,284 | | | 2023 | 155,462 | 100,000 | 300,002 | — | 40,845 | — | 11,463 | 607,772 | | Ryan M. Elwart | 2025 | 545,385 | — | 941,007 | — | 301,176 | — | 46,000 | 1,833,568 | | Group President | 2024 | 459,615 | 450,000 | 749,993 | — | 176,558 | — | 35,769 | 1,871,935 | | Julie Schertell | 2025 | 202,800 | — | 499,693 | — | 176,672 | — | 4,498,032 | 5,377,197 | | Former President and Chief Executive Officer(5) | 2024 | 975,000 | — | 2,262,309 | — | 661,538 | — | 114,630 | 4,013,477 | | | 2023 | 925,000 | — | 1,800,426 | — | 425,500 | — | 302,736 | 3,453,662 | | Michael W. Rickheim | 2025 | 198,000 | — | 306,050 | — | 100,078 | — | 1,285,919 | 1,890,047 | | Former Chief Human Resources and Communications Officer(6) | 2024 | 450,000 | — | 383,709 | — | 172,575 | — | 41,099 | 1,047,383 | | | 2023 | 425,000 | — | 255,279 | — | 110,500 | — | 75,734 | 866,513 | | Gregory Weitzel | 2025 | 500,000 | — | 438,659 | — | 276,500 | — | 1,414,933 | 2,630,092 | | Former Chief Financial Officer(7) | 2024 | 475,000 | — | 485,267 | — | 196,175 | — | 64,935 | 1,221,377 | | | 2023 | 387,500 | 182,031 | 283,712 | — | 99,904 | — | 47,052 | 1,000,199 |
Identification of Median Employee
| | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(4) | | Net Income ($ Millions) | EBITDA Delivered(5) ($ Millions) | | Year | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 2,011,994 | 2,733,665 | 38.39 | 156.15 | (337.4) | 224.7 | | 2024 | 1,324,995 | 1,202,266 | 32.76 | 134.76 | (48.7) | 220.6 | | 2023 | 2,165,963 | 1,807,267 | 44.93 | 133.51 | (309.5) | 213.4 | | 2022 | 3,099,738 | 1,952,970 | 58.09 | 111.20 | (6.6) | 304.7 | | 2021 | 1,290,711 | 938,432 | 77.71 | 118.42 | 88.9 | 209.1 |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years, and the S&P SmallCap 600 Capped Materials Index over the same period.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
| Executive Compensation Tables | Table of Contents |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
| Table of Contents | Executive Compensation Tables |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and EBITDA Delivered
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and EBITDA Delivered The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our EBITDA Delivered during the five most recently completed fiscal years.
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| | Fees Earned or Paid in Cash | Stock Awards | Total | | Name(1) | ($) | ($)(2) | ($) | | Deborah Borg(3) | 7,500 | 73,923 | 81,423 | | William Cook | 108,750 | 187,500 | 296,250 | | Marco Levi | 100,000 | 187,500 | 287,500 | | Kimberly Ritrievi | 183,333 | 187,500 | 370,833 | | John Rogers(4) | 37,083 | 41,667 | 78,750 | | John Stipancich | 105,417 | 187,500 | 292,917 |
2025 Director Compensation
1.Ms. Schertell and Mr. Singhal are not included in this table as each was a NEO during a portion of 2025. Compensation Mr. Singhal received for his service as a director prior to becoming the Company's Chief Executive Officer is, pursuant to rules governing this disclosure, included in the 2025 Summary Compensation Table. Ms. Schertell did not receive any compensation for her services as a director prior to her departure from the Company.
2025 Director Compensation
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2025 Director Compensation
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2025 Director Compensation
2.The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. As of December 31, 2025, the total number of stock awards outstanding per director, in the form of deferred shares or deferred share units, were as follows: Ms. Borg — RSUs (6,010); Mr. Cook — RSUs (18,328), Deferred Units (38,579); Mr. Levi — RSUs (18,328); Dr. Ritrievi — RSUs (18,328), Deferred Units (21,899); Dr. Rogers — Deferred Units (18,482); and Mr. Stipancich — RSUs (18,328). These totals also include accumulated dividend equivalents on deferred stock. 3.Ms. Borg was appointed to the Board effective November 24, 2025. 4.Mr. Rogers separated from the Board effective April 30, 2025. U.S. directors may elect to defer all or part of their compensation to the Mativ Deferred Compensation Plan No. 2 for Non-Employee Directors, a non-qualified, deferred compensation plan established in 2005 to allow participants to defer receipt of compensation and payment of certain federal and state income taxes. Each participating director has an individual deferral account that is credited with cash or stock units, which include accumulated dividends, with stock units credited under the plan to be settled in shares of Common Stock. Cash credits accrue market-based investment earnings. The stock units do not have any voting rights. Because of regulatory changes, Deferred Compensation Plan No. 2 replaced the Deferred Compensation Plan for Non-Employee Directors in effect from 2000 to 2004, which operated in a similar manner. The earlier plan was frozen as of December 31, 2004 to stop the accrual of additional unvested benefits, other than market-based investment earnings or losses on individual account balances as of that date. The Company provides no guaranty of repayment of the principal amount deferred or of any earnings on the participants’ account balances in either plan.
2025 Director Compensation
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2025 Director Compensation
Corporate Governance We maintain accountability through our corporate governance policies and practices. Below are highlights of these policies and practices: •Director skills and experience cover a well-rounded range of topics and issues •All directors are independent except CEO •Majority vote resignation policy for directors •Annual Board and committee evaluations •Regular executive sessions of independent directors •Executive officer and non-employee director stock ownership guidelines •No stockholder rights plan •Active oversight of enterprise risk management •Directors are not eligible for reelection after the age of 72, provided, however, that the Board may waive this age limit by unanimous decision •Hedging or pledging Company equity, directly or indirectly, is prohibited for directors and key executives, and all other employees are strongly discouraged from engaging in similar transactions •Policy on Orientation and Continuing Education for Board members, including training in compliance programs •Overboarding policy •Membership for each director in the National Association of Corporate Directors (NACD) Majority Vote Resignation Policy The Company’s By-laws provide for plurality voting in uncontested director elections. However, it is the policy of the Company that any director nominee not elected by a majority of the votes cast will tender his or her resignation to the Board promptly following certification of the stockholder vote. Pursuant to the policy, the number of shares voted “for” a director must exceed the number of shares voted “against” that director. The Nominating & Governance Committee will consider the tendered resignation and make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board will act on the recommendation and publicly disclose its decision (by press release, SEC filing or any other public means of disclosure deemed appropriate) regarding the tendered resignation within 90 days following certification of the election results. The director who tenders his or her resignation may not participate in the recommendation of the Nominating & Governance Committee or the decision of the Board with respect to his or her resignation. Board of Directors and Standing Committees
Director Independence
Director Independence An independent director is a person who is free from any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Annually, the Board will assess the independence of each non-management director based on the existence or absence of a material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In addition to the independence standards of the SEC and the NYSE, the Board has adopted certain categorical standards of independence. The following persons shall not be considered independent: a.A director who is employed by the Company or any of its affiliates for the current year or any of the past five years. b.A director who is, or in the past five years has been, affiliated with or employed by a (present or former) auditor of the Company (or of an affiliate). c.A director who is, or in the past five years has been, part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that concurrently employs the director. d.A director who is, or in the past five years has been, a Family Member of an individual who was employed by the Company or any of its affiliates as an executive officer. The term “Family Member” shall mean a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than household employees) who shares such person’s home. e.A director who, during the current fiscal year or any of the past five fiscal years, personally provided services to the Company or its affiliates that had an annual value in excess of $60,000; or who was paid or accepted, or who has a non-employee Family Member who was paid or accepted, any payments from the Company or any of its affiliates in excess of $60,000 other than compensation for board service, benefits under a tax-qualified retirement plan, or non-discretionary compensation. f.A director who is a partner in, or a controlling stockholder or an executive officer of, any organization (profit or non-profit) to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities) that exceed one percent (1%) of the recipient’s annual consolidated gross revenues in the current year or any of the past five fiscal years; unless, for provisions (e) and (f), the Board expressly determines in its business judgment that the relationship does not interfere with the director’s exercise of independent judgment. Based on the foregoing standard, as well as the applicable standards for independence articulated by the NYSE and the SEC, the Board affirmatively determined that the following directors met the applicable independence standards: Deborah Borg William M. Cook Marco Levi John K. Stipancich
Director Independence
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Director Independence
| Corporate Governance | Table of Contents |
Director Independence
Mr. Singhal is a member of management and is not independent. Additionally, John D. Rogers, who served as a director during a portion of 2025, was deemed independent. Ms. Schertell, who served as a director during a portion of 2025, was a member of management and was not independent.
Outstanding Equity Awards
Outstanding Equity Awards Please see below for additional information regarding the number of shares underlying outstanding equity awards and remaining available for future grants under the 2024 Plan, in each case, as of March 1, 2026 unless stated otherwise:
Outstanding Equity Awards
| Total shares underlying outstanding stock options and stock appreciation rights (Appreciation Awards)(1) | 229,144 | | Total shares underlying outstanding full value awards (includes restricted stock, restricted stock units and performance share units)(2) | 3,463,011 | | Total number of shares remaining available for future grant under the 2024 Plan | 939,523 | | Total number of shares remaining available for future grant under the Outside Director Plan | 0 | | Incremental shares requested under the 2024 Plan | 1,600,000 | | Total number of shares available for future grant under the 2024 Plan and Outside Director Plan upon stockholder approval of the incremental share request | 2,539,523 | | Total number of shares of common stock outstanding as of March 1, 2026 | 54,868,858 |
Outstanding Equity Awards
1.Our Appreciation Awards outstanding as of March 1, 2026 had a weighted-average exercise price of $63.89 and a weighted-average remaining term of 1.37 years. The total number of Appreciation Awards outstanding as of March 1, 2026 includes both stock appreciation rights and stock options granted by legacy Neenah. 2.Reflects outstanding performance share units at forecasted performance for 2024 and 2025 and maximum performance for 2026.
Outstanding Equity Awards
| Mativ Holdings, Inc. | 66 | 2026 Proxy Statement |
Outstanding Equity Awards
| Table of Contents | Proposal Four |
Non-Employee Director Compensation Limit
Non-Employee Director Compensation Limit Under the terms of the 2024 Plan, the aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be granted during any fiscal year of the Company to any non-employee director will not exceed $750,000, multiplied by two in the year in which a non-employee director commences service on the Board. The non-employee director compensation limit under the 2024 Plan will not apply to awards distributed in lieu of all or a portion of fees receivable by a non-employee director for service on the Board or any Board committee.
Non-Employee Director Compensation Limit
| Mativ Holdings, Inc. | 70 | 2026 Proxy Statement |
Non-Employee Director Compensation Limit
| Table of Contents | Proposal Four |