DEF 14A of Solstice Advanced Materials Inc.
Filed Apr 2, 2026 · FY20250002064953-26-000034
Brian Rudick
| About Solstice | 1 | | Proxy Summary | 4 | | PROPOSAL 1: Election of Class I Director Nominees | 10 | | Corporate Governance | 23 | | Director Compensation | 39 | | Certain Relationships and Related Transactions | 42 | | PROPOSAL 2: Ratification of the Appointment of Independent Registered Public Accounting Firm | 45 | | Audit Committee Report | 47 | | PROPOSAL 3: Advisory, Non-Binding Vote to Approve Executive Compensation | 48 | | PROPOSAL 4: Advisory, Non-Binding Vote to Approve Frequency of Advisory Vote on Executive Compensation | 49 | | Information About Our Executive Officers | 50 | | Compensation Discussion and Analysis | 53 | | Executive Compensation Tables | 71 | | Stock Ownership Information | 91 | | Additional Information | 93 | | APPENDIX A: Reconciliation of Non-GAAP Financial Measures | A-1 |
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Proxy Summary ANNUAL MEETING OF SHAREOWNERS
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| | | | | | Date May 22, 2026 | Time 10:30 a.m. EDT | Place www.virtualshareholder meeting.com/SOLS2026 The meeting will be held in virtual format only. | Record Date Close of business on March 23, 2026 |
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ADMISSION To attend the virtual Annual Meeting of Shareowners (the “Annual Meeting”) online, vote, and submit questions during the meeting, you will need the 16-digit control number included on the Notice of Internet Availability, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials. VOTING MATTERS
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| Proposals | | Recommended Vote | Page | | 1 | Election of Four Class I Director Nominees | FOR each nominee | 10 | | 2 | Ratification of the Appointment of Independent Registered Public Accounting Firm | FOR | 45 | | 3 | Advisory, Non-Binding Vote to Approve Executive Compensation | FOR | 48 | | 4 | Advisory, Non-Binding Vote to Approve Frequency of Advisory Vote on Executive Compensation | ONE YEAR | 49 |
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| Solstice Advanced Materials Inc. | 4 | 2026 Proxy Statement |
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| PROPOSAL 1 | ELECTION OF CLASS I DIRECTOR NOMINEES | FOR each nominee | | •Elect the four Class I director nominees identified below for a two-year term expiring at the 2028 Annual Meeting of Shareowners. •Nominees were individually and collectively assessed against a Board skill set matrix that identifies the key strategic skills and core competencies deemed necessary to oversee the Company’s current strategy. | | |
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DIRECTOR NOMINEES The Board recommends a vote FOR each Class I director nominee.
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| Class I Director Nominees | | | | | | Peter Gibbons | 65 Director since: 2025 INDEPENDENT | | Rose Lee | 60 Director since: 2025 INDEPENDENT | | Former Group President of Enterprise Supply Chain, 3M Company Committees: Audit Other Public Boards: None | | Executive Chair and Interim Chief Executive Officer, Resource Label Group, LLC Committees: Compensation, Nominating and Governance Other Public Boards: None | |
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| | William Oplinger | 59 Director since: 2025 INDEPENDENT | | Patrick Ward | 62 Director since: 2025 INDEPENDENT | | President and Chief Executive Officer, Alcoa Corporation Committees: Nominating and Governance Other Public Boards: Alcoa Corporation | | Former Vice President and Chief Financial Officer, Cummins Inc. Committees: Audit Other Public Boards: Corteva, Inc. and Flex, Ltd. | |
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| Solstice Advanced Materials Inc. | 5 | 2026 Proxy Statement |
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CONTINUING DIRECTORS
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| Class II Directors whose terms expire in 2027 | | | | | | Fiona C. Laird | 64 Director since: 2025 INDEPENDENT | | Sivasankaran Somasundaram | 60 Director since: 2025 INDEPENDENT | | Former Chief Human Resources Officer and Senior Vice President, Communications, Marathon Petroleum Corporation Committees: Compensation (Chair) Other Public Boards: None | | Former President and Chief Executive Officer, ChampionX Corporation Committees: Nominating and Governance (Chair) Other Public Boards: Lennox International Inc. | |
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| | Matthew Trerotola | 58 Director since: 2025 INDEPENDENT | | Former Chief Executive Officer and Chair of the Board, Enovis Corporation Committees: Compensation Other Public Boards: AptarGroup, Inc. | |
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| Class III Directors whose terms expire in 2028 | | | | | | Dr. Rajeev Gautam | 73 Director since: 2025 INDEPENDENT CHAIRMAN OF THE BOARD | | David Sewell | 57 Director since: 2025 | | Chairman of the Board, Solstice Advanced Materials Inc. Committees: Audit (ex officio), Compensation (ex officio), Nominating and Governance (ex officio) Other Public Boards: NN, Inc. | | President and Chief Executive Officer, Solstice Advanced Materials Inc. Committees: None Other Public Boards: Huntsman Corporation | |
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| | Brian Worrell | 56 Director since: 2025 INDEPENDENT | | Former Chief Financial Officer, Baker Hughes Company Committees: Audit (Chair) Other Public Boards: Ralliant Corporation | |
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| Solstice Advanced Materials Inc. | 6 | 2026 Proxy Statement |
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BOARD PROFILE
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| PROPOSAL 2 | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | FOR | | •Ratify the appointment of Deloitte & Touche LLP (“Deloitte”) for 2026. •Solstice’s Board of Directors and its Audit Committee believe that the continued retention of Deloitte as Solstice’s independent registered public accounting firm is in the best interests of the Company and its shareowners. | | |
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| Solstice Advanced Materials Inc. | 7 | 2026 Proxy Statement |
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| PROPOSAL 3 | ADVISORY, NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION | FOR | | •Approve, on an advisory, non-binding basis, the compensation of the Company’s Named Executive Officers (sometimes referred to as “NEOs”). •Our executive compensation policies are designed to attract and retain executive talent by providing competitive levels of compensation that align pay with performance. We use both short- and long-term performance-based compensation to align compensation with our financial performance and shareowner returns. •The Compensation Committee provides ongoing oversight of our executive compensation program, ensuring it continuously aligns with our compensation philosophy and strategic business objectives, while also accounting for market-based insight and shareowner perspectives. | | |
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COMPENSATION BEST PRACTICES
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| Solstice Advanced Materials Inc. | 8 | 2026 Proxy Statement |
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| ✓ | What We Do | ✗ | What We Don’t Do | | ✓ | Maintain robust stock ownership guidelines for both non-employee directors and officers | ✗ | No pledging or hedging of Company stock by executives or directors | | ✓ | Emphasize variable, at-risk pay for executives, with multi-year vesting periods | ✗ | No guaranteed increases of salary or bonus for executives | | ✓ | Limit maximum incentive plan payouts | ✗ | No tax gross-ups on change in control benefits | | ✓ | Provide for "double-trigger" vesting of equity awards in the event of a change in control | ✗ | No “timing” of equity awards or backdating of stock options | | ✓ | Robust Compensation Committee oversight of executive compensation program, incentive plans, and pay/performance relationship | ✗ | No counting of unvested options or unvested performance stock units toward stock ownership guidelines | | ✓ | CEO compensation approved by independent directors | ✗ | No excessive perquisites to our NEOs | | ✓ | Comprehensive clawback policy | | | | ✓ | Use an independent compensation consultant | | | | ✓ | Annually review risks associated with compensation programs | | |
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| PROPOSAL 4 | ADVISORY, NON-BINDING VOTE TO APPROVE FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION | ONE YEAR | | •Approve, on an advisory basis, the frequency of the advisory vote on executive compensation. •The Board recommends a vote of ONE YEAR for this proposal. | | |
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| Solstice Advanced Materials Inc. | 9 | 2026 Proxy Statement |
Election of Class I Director Nominees
Election of Class I Director Nominees Our Board currently consists of ten directors. Until the 2028 Annual Meeting of Shareowners, our Board is divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. The directors designated as Class I directors have terms expiring at this Annual Meeting; the directors designated as Class II directors have terms expiring at the 2027 Annual Meeting of Shareowners; and the directors designated as Class III directors have terms expiring at the 2028 Annual Meeting of Shareowners. For additional information regarding our classified board, see “Corporate Governance – Classified Board and Phase Out” on page 24. The Nominating and Governance Committee recommended, and the Board nominated, the four incumbent Class I directors named below for election at the Annual Meeting, to hold office until the 2028 Annual Meeting of Shareowners or until their successors have been elected and qualified. Each nominee has consented to be named in the proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes the persons named on the proxy card to vote for a replacement nominee if the Board names one. Alternatively, the Board may also determine to leave the vacancy temporarily unfilled or reduce the authorized number of directors in accordance with the Company’s Amended and Restated By-Laws (the “Bylaws”). Solstice’s Bylaws provide that in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast “FOR” his or her election than votes cast “AGAINST” his or her election (excluding abstentions) will be elected to the Board of Directors. The Bylaws also provide that any incumbent nominee who does not receive a majority of votes cast in an uncontested election is expected to promptly tender his or her resignation to the Chairman of the Board following the certification of the shareowner vote. This resignation will be promptly considered through a process managed by the Nominating and Governance Committee, excluding any director nominees who did not receive a majority of votes cast to elect him or her to the Board.
Election of Class I Director Nominees
| The Board of Directors unanimously recommends a vote “FOR” the election of each Class I Director nominee for a two-year term expiring at the 2028 Annual Meeting of Shareowners. |
Election of Class I Director Nominees
DIRECTOR SKILLS AND QUALIFICATIONS The Solstice Board adopted a skills and experience matrix to facilitate the comparison of its directors’ skills as compared to those skills deemed necessary to oversee the Company’s current strategy. The skills included in the matrix are evaluated against the Company’s articulated strategy each year so that the matrix can serve as an up-to-date tool for identifying director nominees who collectively have the complementary experience, qualifications, skills, and attributes to guide the Company. The matrix included below represents some of the key skills, backgrounds, and expertise that the Board has identified as particularly valuable to the oversight of the Company and illustrates how our current directors individually and collectively represent these key competencies and backgrounds. While all of these qualifications were considered by the Board and the Nominating and Governance Committee in connection with this year’s director nomination process, the matrix does not encompass all of the skills, backgrounds, and expertise of the directors and director nominees, and the absence of a particular skill, background, or expertise for a director or director nominee does not mean that a director or director nominee does not possess elements of that skill, background, or expertise. The Board believes that its highly qualified director nominees provide the Board with strong, complementary areas of expertise and skills that are directly correlated to aid the development of our strategic priorities and help guide our early days as a public company.
Election of Class I Director Nominees
| Solstice Advanced Materials Inc. | 10 | 2026 Proxy Statement |
Election of Class I Director Nominees
| | Experience/Expertise | | | | | | | | | | Demographics / Diversity | | | | Committees | | | | | Strategic Skills | | | | | | Core Competencies | | | | | | | | | | | | | Global Experience | Regulated Industries /Government Experience | Innovation and Technology | Marketing | Energy Transition / Digitalization | Corporate Responsibility | Senior Leadership Experience (most senior position held) | No. of Public Company Board (Current | Past) (1) | Risk Management | Financial Expertise | Gender | Race/Ethnicity | Age | Tenure | Audit | Compensation | Nominating and Governance | | David Sewell President and CEO | | | | | | | CEO | 2 | 1 | | | Male | White | 57 | Oct. 2025 | | | | | Dr. Rajeev Gautam Board Chairman Independent Director | | | | | | | Business Unit CEO | 2 | 0 | | | Male | Asian | 73 | Oct. 2025 | Ex officio | Ex officio | Ex officio | | Peter Gibbons Independent Director | | | | | | | Business Unit President | 1 | 0 | | | Male | White | 65 | Oct. 2025 | | | | | Fiona C. Laird Independent Director | | | | | | | CHRO | 1 | 0 | | | Female | White | 64 | Oct. 2025 | | | | | Rose Lee Independent Director | | | | | | | CEO | 1 | 3 | | | Female | Asian | 60 | Oct. 2025 | | | | | William Oplinger Independent Director | | | | | | | CEO | 2 | 0 | | | Male | White | 59 | Oct. 2025 | | | | | Sivasankaran Somasundaram Independent Director | | | | | | | CEO | 2 | 2 | | | Male | Asian | 60 | Oct. 2025 | | | | | Matthew Trerotola Independent Director | | | | | | | Chair and CEO | 2 | 1 | | | Male | White | 58 | Oct. 2025 | | | | | Patrick Ward Independent Director | | | | | | | CFO | 3 | 0 | | | Male | White | 62 | Oct. 2025 | | | | | Brian Worrell Independent Director | | | | | | | CFO | 2 | 0 | | | Male | White | 56 | Oct. 2025 | | | |
Election of Class I Director Nominees
| | Chair | | Member |
Election of Class I Director Nominees
| | Working knowledge: experience derived through investment banking, private equity investing, serving as a member of a relevant board committee at Solstice or at another public company, or serving as an executive officer or on the board of a public company in the relevant industry. | | | Managerial expertise: expertise derived through direct managerial experience. | | | Technical expertise: has direct hands-on experience or was a subject-matter expert during his/her career. |
Election of Class I Director Nominees
1.Current public company boards includes Solstice’s Board. Excludes the boards of Solstice’s consolidated subsidiaries.
Election of Class I Director Nominees
| Solstice Advanced Materials Inc. | 11 | 2026 Proxy Statement |
Election of Class I Director Nominees
| Strategic Skills | GLOBAL EXPERIENCE | Growing sales outside of the United States is a central part of our long-term strategy for growth. Hence, exposure to markets and economies outside of the United States is an important qualification for our directors. This exposure can take many forms, including government affairs, regulatory, managerial, or commercial. | | | REGULATED INDUSTRIES / GOVERNMENT EXPERIENCE | Solstice is subject to a broad array of government regulations, and demand for our products and services can be impacted by changes in law or regulation in areas such as chemicals, security, and controlled materials, global climate change, health and safety, and nuclear and alternative energy. It is important to have directors with experience in government and regulated industries that provide them with insight and perspective in working constructively and proactively with governments and agencies globally. | | | INNOVATION AND TECHNOLOGY | Solstice has a long history of innovation and intends to continue investing in its innovation and manufacturing capabilities. | | | MARKETING | Developing new markets for products and services is critical for driving growth. Solstice directors who have that expertise provide a much-desired perspective on how to better market and brand our products and services. | | | ENERGY TRANSITION / DIGITALIZATION | General acceptance of nuclear power as a viable alternative and renewable energy source is a key component of the success of our Nuclear (Alternative Energy Services) business, and directors with experience in the nuclear power and renewable and other alternative energy industries provide valuable insight on navigating and capitalizing on the energy transition. | | | CORPORATE RESPONSIBILITY | Experience in environmental, social, and governance matters enables management of associated risks and opportunities as strategic business imperatives. With sustainability as a core element of Solstice’s long-term strategy and a critical part of Solstice’s commercial offerings, it is important to have directors with expertise in products and solutions that support more sustainable outcomes, climate change drivers and impacts, corporate social responsibility, human capital management, and corporate ethics. | | Core Competencies | SENIOR LEADERSHIP EXPERIENCE | Experience serving as Chief Executive Officer or a senior executive as well as hands-on leadership experience in core management areas – such as strategic and operational planning, financial reporting, compliance, risk management, and leadership development – provide a practical understanding of complex organizations like Solstice. | | | PUBLIC COMPANY BOARD EXPERIENCE | Service on the boards and board committees of other public companies provides an understanding of corporate governance practices and trends and insights into board management, relations between the board, the Chief Executive Officer, and senior management, agenda setting, and succession planning. | | | RISK MANAGEMENT | In light of the Board’s role in risk oversight and the Company’s robust Enterprise Risk Management (ERM) program, Solstice seeks directors who can help identify, manage, and address key risks, including cybersecurity, regulatory compliance, competition, brand integrity, human capital, sustainability, and intellectual property. | | | FINANCIAL EXPERTISE | The Company believes an understanding of finance, investment, mergers and acquisitions, and financial reporting processes is important for its directors to enable them to monitor and assess the Company’s operating and strategic performance and to ensure accurate financial reporting and robust controls. Solstice seeks directors with background and experience in institutional investing, private equity, mergers and acquisitions, capital markets, corporate finance, accounting, and financial reporting. |
Election of Class I Director Nominees
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Election of Class I Director Nominees
CLASS I NOMINEES FOR ELECTION
Election of Class I Director Nominees
| | Former Group President of Enterprise Supply Chain of 3M Company BACKGROUND •Served as Group President of Enterprise Supply Chain at 3M Company, a diversified global manufacturer and technology innovator, from 2021 to April 2025, where he was responsible for all aspects of manufacturing, supply chain, and engineering. •Served as Chief Executive Officer of the last mile tire distributor TireHub LLC, a joint venture between Bridgestone and Goodyear, from 2018 to 2021. •Served as Executive Vice President, Global Development and Product Supply and Chief Supply Chain Officer at Mattel, Inc., a leading global toy and family entertainment company, from 2013 to 2018. •Served at Starbucks Corporation, a multinational chain of coffeehouses and roastery reserves, from 2007 to 2012, including as Senior Vice President, Global Manufacturing Operations and Executive Vice President, Global Supply Chain Operations. •Served at ICI Paints, a global chemical company, in executive leadership roles in Europe, Latin America, and North America from 1989 to 2007. •Served as a member of the Management Board of CP Kelco, a global nature-based ingredient solutions company, from 2011 to 2024. •Served as a member of the Executive Advisory Board of SCM World, a global community of senior supply chain professionals, from 2012 to 2018. •Holds a Master of Business Administration from the University of Strathclyde and a bachelor’s degree in physics from the University of Edinburgh. | | Peter Gibbons Age: 65 Years of Service: 1 Committees: Audit Other Current Public Company Boards: None Past Public Company Boards: None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive global experience leading business transformations for consumer, retail, automotive, distribution, industrial, and specialty chemical businesses. •Extensive expertise in managing the operations of international businesses, including in the chemical industry. •Oversaw environmental, health, and safety functions at multiple companies. |
Election of Class I Director Nominees
| Solstice Advanced Materials Inc. | 13 | 2026 Proxy Statement |
Election of Class I Director Nominees
| | Executive Chair and Interim Chief Executive Officer of Resource Label Group, LLC BACKGROUND •Executive Chair and Interim Chief Executive Officer of Resource Label Group, LLC, a full-service provider of label and packaging solutions, since December 2025. •Served as President and Chief Executive Officer of Cornerstone Building Brands, Inc., a leading manufacturer of exterior building products in North America, from September 2021 to March 2025. •Joined DuPont de Nemours, Inc., a global science and innovation company, in 2015, where she served in a variety of roles, including as President of the Water and Protection business, focusing on improving sustainability and driving innovation through the company’s water, shelter, and safety solutions; President, Safety and Construction; President, DuPont Protection Solutions; and Global Business Director, DuPont Kevlar and Aramid Intermediates. •Served at Saint-Gobain Corp., a leader in light and sustainable construction, in a number of general management, strategic planning, and information technology roles, serving construction, transportation, energy, and defense sectors, from 1999 until 2014. •Held various engineering, innovation, and management positions at Pratt & Whitney, a Raytheon Technologies company, and was a senior consultant at Booz Allen Hamilton. •Serves as a member of the board of directors of Wolters Kluwer N.V. •Holds a Master of Business Administration from the Massachusetts Institute of Technology, a master’s degree in mechanical engineering from Rensselaer Polytechnic Institute, and a bachelor’s degree in aerospace, aeronautical, and astronautical engineering from Cornell University. | | Rose Lee Age: 60 Years of Service: 1 Committees: Compensation Nominating and Governance Other Current Public Company Boards: None Past Public Company Boards: Crown Holdings Inc. Cornerstone Building Brands, Inc. Honeywell International Inc. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Deep understanding of the construction, transportation, energy, and defense sectors. •Extensive experience as a Chief Executive Officer and director of multinational public companies. •Knowledge of operations and technology, cybersecurity risk management, and strategic planning. |
Election of Class I Director Nominees
| Solstice Advanced Materials Inc. | 14 | 2026 Proxy Statement |
Election of Class I Director Nominees
| | President and Chief Executive Officer of Alcoa Corporation BACKGROUND •Serves as President and Chief Executive Officer of Alcoa Corporation, a global industry leader in bauxite, alumina, and aluminum, since 2023. •Previously served at Alcoa Corporation as Executive Vice President and Chief Operating Officer from February 2023 to August 2023 and as Executive Vice President and Chief Financial Officer from 2016 to 2023. •Joined Alcoa Inc., Alcoa Corporation’s former parent company, in 2000, where he served as Executive Vice President and Chief Financial Officer from 2013 until 2016 and previously held key corporate positions in financial analysis and planning and as Director of Investor Relations prior to later serving in several principal positions in Alcoa Inc.’s Global Primary Products business, including Chief Financial Officer, Controller, Operational Excellence Director, and Chief Operating Officer. •Held senior, key business positions in engineering, marketing, and business planning with Westinghouse Corporation and Emerson Electric Co. earlier in his career. •Holds a bachelor’s degree in industrial engineering and operations research from Virginia Tech and a master’s degree in industrial administration from Carnegie Mellon University. | | William Oplinger Age: 59 Years of Service: 1 Committees: Nominating and Governance Other Current Public Company Boards: Alcoa Corporation Past Public Company Boards: None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive experience managing the operations of an international industrial company given his broad experience in executive, operational, financial, risk management, and various other leadership positions at multinational public companies. |
Election of Class I Director Nominees
| Solstice Advanced Materials Inc. | 15 | 2026 Proxy Statement |
Election of Class I Director Nominees
| | Former Vice President and Chief Financial Officer of Cummins Inc. BACKGROUND •Served as Vice President and Chief Financial Officer of Cummins Inc., a global power leader that designs, manufactures, distributes, and services engines and related technologies, from 2008 until his retirement in 2019. •Held a broad range of financial leadership positions after joining Cummins Inc. in 1987, including serving as vice president, engine business controller and executive director, power generation business controller. •Holds a Master of Business Administration from Strathclyde Business School and a Higher National Certificate in Accounting from Dundee College of Commerce. | | Patrick Ward Age: 62 Years of Service: 1 Committees: Audit Other Current Public Company Boards: Corteva, Inc. Flex, Ltd. Past Public Company Boards: None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive experience in financial management, finance, risk management, investor relations, and strategy given his significant background in various financial roles, including as Chief Financial Officer. •Experience serving on public company boards, with particular focus on audit committee service and leadership. •Experience in regulated industries with government relations interaction. |
Election of Class I Director Nominees
| Solstice Advanced Materials Inc. | 16 | 2026 Proxy Statement |
Election of Class I Director Nominees
CONTINUING CLASS II DIRECTORS
Election of Class I Director Nominees
| | Former Chief Human Resources Officer and Senior Vice President, Communications of Marathon Petroleum Corporation BACKGROUND •Served as Chief Human Resources Officer and Senior Vice President, Communications of Marathon Petroleum Corporation, an integrated downstream and midstream energy company operating the United States’ largest refining system, from 2018 to her retirement in early 2026, having previously served as Chief Human Resources Officer at Andeavor Corporation prior to its acquisition by Marathon Petroleum Corporation. •Served as Chief Human Resources and Communications Officer at Newell Brands, Inc., a global consumer goods company, from 2016 to 2017. •Held executive roles in global human resources, communications, and law over a 25-year international career at Unilever PLC, a multinational consumer packaged goods company, from 1991 to 2016. •Previously practiced law at the New York law firm of Mudge, Rose, Guthrie, Alexander & Ferdon and in the Cleveland office of Porter, Wright, Morris & Arthur LLC. •Served as a non-executive director of N Brown Group, PLC, a leading UK-based multi-channel retailer, from 2013 to 2017. •Holds a Juris Doctor degree with Honors from Case Western Reserve University School of Law and a bachelor’s degree in English and history from the University of Strathclyde, Glasgow, Scotland. | | Fiona C. Laird Age: 64 Years of Service: 1 Committees: Compensation (Chair) Other Current Public Company Boards: None Past Public Company Boards: None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive experience in the human resources, communications, and legal functions of multinational public companies. •Provides best practice expertise in governing a public company at global scale, as well as in managing complex change management and designing value-creating organization, leadership, and talent strategies. •Oversaw the Unilever United States Government Affairs function during her time at Unilever. |
Election of Class I Director Nominees
| Solstice Advanced Materials Inc. | 17 | 2026 Proxy Statement |
Election of Class I Director Nominees
| | Former President and Chief Executive Officer of ChampionX Corporation BACKGROUND •Served as President and Chief Executive Officer of ChampionX Corporation (formerly Apergy Corporation), a global provider of chemistry solutions, artificial lift systems, and engineered equipment for the oil and gas industry, from its spin-off from Dover Corporation in 2018 until its merger with Schlumberger Limited (“SLB”), a global technology company, in July 2025. •Following the merger with SLB, served as Executive Advisor to the Chief Executive Officer of SLB from July 2025 to October 2025. •Served as the President and Chief Executive Officer of Dover Energy (a segment of Dover Corporation) from 2013 until the spin-off in 2018. •Joined Dover Corporation in 2004 and held various other senior executive leadership roles, including Executive Vice President – Dover Energy, Executive Vice President – Dover Fluid Management, President – Fluid Solutions Platform, President – Gas Equipment Group, and President – RPA Process Technologies. •Previously served in various global leadership roles at GL&V Inc. and Baker Hughes Inc. •Serves on the Advisory Board of Directors of the Bettering Human Lives Foundation, an organization working to bring clean cooking options to energy-deprived populations in Africa, and on the Advisory Boards of Energy Work Force and Technology Council, University of Oklahoma Gallogly College of Engineering, and Indo-American Community Services, and previously served on the World Affairs Council of Greater Houston. •Holds a master’s degree in industrial engineering from the University of Oklahoma and a bachelor’s degree in mechanical engineering from Anna University. | | Sivasankaran Somasundaram Age: 60 Years of Service: 1 Committees: Nominating and Governance (Chair) Other Current Public Company Boards: Lennox International Inc. Past Public Company Boards: ChampionX Corporation Apergy Corporation Magellan Midstream Partners, L.P. | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Provides expertise in managing the operations of international industrial and energy businesses, as well as technical experience developed during his time in a number of positions in businesses that serve the energy, chemical, and other process industries, along with his degrees in both industrial and mechanical engineering. •Extensive experience from his service on other public company boards. •Provides global perspective from his international experience, including having lived and worked in India, Germany, Singapore, and Australia. •Prior experience leading business transformations, including through public company spin-off and merger transactions. |
Election of Class I Director Nominees
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Election of Class I Director Nominees
| | Former Chief Executive Officer and Chair of the Board of Enovis Corporation BACKGROUND •Served as the Chief Executive Officer and Chair for Enovis Corporation, an innovation-driven medical technology company, from 2023 until his retirement in 2025, and as President and Chief Executive Officer of Enovis Corporation and its predecessor Colfax Corporation from 2015 to 2022. •Serves as an operating advisor at Clayton, Dubilier & Rice, a private investment firm. •Served as an Executive Vice President and a member of the Office of the Chief Executive at DuPont de Nemours, Inc. from 2014 to 2015 and as Senior Vice President from 2013 to 2014. While at DuPont, Mr. Trerotola was responsible for DuPont’s Electronics and Communications and Safety and Protection segments, and he also had corporate responsibility for DuPont’s Asia-Pacific business. •Previously served in several leadership roles at Danaher Corporation, a global science and technology innovator, including Vice President and Group Executive for Life Sciences, Group Executive – Product Identification, and President – Videojet business. •Served as a consultant at McKinsey & Company. •Holds a Master of Business Administration from Harvard University and a bachelor’s degree in chemical engineering from the University of Virginia. | | Matthew Trerotola Age: 58 Years of Service: 1 Committees: Compensation Other Current Public Company Boards: AptarGroup, Inc. Past Public Company Boards: Enovis Corporation | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Provides expertise in operations and strategy, including digital strategy and technology-based business models, across various industries, including industrial markets, healthcare, medical technologies, and regulated markets. •Experience as a chief executive officer and director of multinational public companies. |
Election of Class I Director Nominees
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Election of Class I Director Nominees
CONTINUING CLASS III DIRECTORS
Election of Class I Director Nominees
| | Chairman of the Board of Directors of Solstice Advanced Materials Inc. BACKGROUND •More than four decades of experience at Honeywell in the process technologies and advanced materials sectors. •Served as President and Chief Executive Officer of Honeywell PMT from 2016 until his retirement from Honeywell in 2021. •Previously held key positions within Honeywell UOP from 2006 to 2015, including President and Chief Executive Officer from 2009 to 2015, Chief Technology Officer, PMT, from June 2008 to December 2008, and Chief Technology Officer, Honeywell UOP, from 2006 to 2008. •Holds a bachelor’s degree in chemical engineering from the Indian Institute of Technology, a master’s degree in chemical engineering from Drexel University, a doctorate in chemical engineering from the University of Pennsylvania, and a Master of Business Administration from the University of Chicago. | | Dr. Rajeev Gautam Age: 73 Years of Service: 1 Committees: Audit (ex officio) Compensation (ex officio) Nominating and Governance (ex officio) Other Current Public Company Boards: NN, Inc. Past Public Company Boards: None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Extensive expertise in and knowledge of our business and industries, having served at Honeywell within the process technologies and advanced materials sectors, including the business that was spun off to form Solstice. •Background as a director for a multinational public company. |
Election of Class I Director Nominees
| Solstice Advanced Materials Inc. | 20 | 2026 Proxy Statement |
Election of Class I Director Nominees
| | President and Chief Executive Officer of Solstice Advanced Materials Inc. BACKGROUND •Prior to the Spin-off, served as President and Chief Executive Officer of Honeywell’s Advanced Materials business since March 2025. •Served as President and Chief Executive Officer of WestRock Company, one of the world’s largest paper and packaging companies, from March 2021 to July 2024, and oversaw WestRock Company’s business combination with Smurfit Kappa Group plc to create Smurfit WestRock plc, a global leader in sustainable paper and packaging. •Served in various roles at The Sherwin-Williams Company, a global leader in the manufacture, development, distribution, and sale of paint, coatings, and related products, from February 2007 to March 2021, including serving as President and Chief Operating Officer from March 2019 to March 2021. •Spent more than 15 years in General Electric’s Plastics and Advanced Materials Division. •Serves as a member of the board of directors of the American Chemistry Council. •Holds a bachelor’s degree in economics from the University of Southern California. | | David Sewell Age: 57 Years of Service: 1 Committees: None Other Current Public Company Boards: Huntsman Corporation Past Public Company Boards: WestRock Company | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •More than 30 years of experience in the materials and chemicals industries. •Extensive experience managing the operation of multinational companies. |
Election of Class I Director Nominees
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Election of Class I Director Nominees
| | Former Chief Financial Officer of Baker Hughes Company BACKGROUND •Served as Chief Financial Officer of Baker Hughes Company, an energy technology company, from 2017 to 2022, following which he served as an advisor to Baker Hughes through 2023. •Served in various roles at General Electric Company, including Vice President and Chief Financial Officer of the Oil and Gas Segment from 2014 to 2017, Vice President, Corporate Financial Planning and Analysis from 2011 to 2014, and Vice President, Corporate Audit Staff from 2006 to 2010. •Served as the Chief Financial Officer for GE Oil and Gas from 2003 to 2006. •Previously held several financial leadership roles in GE Healthcare from 1997 to 2002. •Holds a bachelor’s degree in economics from the University of North Carolina at Chapel Hill. | | Brian Worrell Age: 56 Years of Service: 1 Committees: Audit (Chair) Other Current Public Company Boards: Ralliant Corporation Past Public Company Boards: None | | | | SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE •Over 30 years of experience as a financial executive at multinational companies with extensive experience in strategy, mergers and acquisitions, supply chain, capital markets, and leadership development, as well as implementation of enterprise resource planning and finance systems. •Experience leading and overseeing strategic energy transition matters. •Background in regulated industries, including healthcare and oil and gas. |
Election of Class I Director Nominees
| Solstice Advanced Materials Inc. | 22 | 2026 Proxy Statement |
Director Compensation
Director Compensation The Nominating and Governance Committee periodically reviews and makes recommendations to our Board regarding the form and amount of compensation for non-employee directors. Directors who are also our employees do not receive compensation for service on our Board. Our director compensation program is designed to enable continued attraction and retention of highly qualified directors and to address the time, effort, expertise, and accountability required of active Board membership. This program is described in further detail below. ELEMENTS OF COMPENSATION In general, the Nominating and Governance Committee and the Board believe that annual compensation for non-employee directors should consist of both a cash component, designed to compensate members for their service on the Board and its committees, and an equity component, designed to align the interests of directors and shareowners and, to create an incentive for continued service on the Board, generally vesting on the earlier of the first anniversary of the grant date and the next Annual Meeting of Shareowners. Cash elements are paid in quarterly installments. ANNUAL COMPENSATION
Director Compensation
| Board Cash Retainer | $100,000 per annum | | Board Chairman – Additional Cash Retainer | $125,000 per annum | | Board Committee Membership – Additional Cash Retainer | Committee Chairs •Audit Committee Chair: $25,000 •Compensation Committee Chair: $20,000 •Nominating and Governance Committee Chair: $15,000 •Other Committee Chair: $15,000 Committee Members •Audit Committee Member: $12,000 •Compensation Committee Member: $10,000 •Nominating and Governance Committee Member: $10,000 •Other Committee Member: $10,000 | | Annual Equity Grants | •Restricted stock units (sometimes referred to as “RSUs”) with a target value of $155,000 •Awarded annually on the date of the Annual Meeting of Shareowners •RSUs vest on the earliest of (i) the first anniversary of the grant date and the next Annual Meeting of Shareowners, (ii) the director’s death or disability, or (iii) removal from the Board coincident with the occurrence of a change in control |
Director Compensation
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Director Compensation
DEFERRED COMPENSATION Beginning in the second quarter of 2026, non-employee directors may elect to defer all or any portion of their annual cash retainers and fees, until a specified calendar year or termination of Board service. Compensation is credited to their accounts pursuant to the Deferred Compensation Plan for Non-Employee Directors. Amounts credited accrue interest (4.93% for 2026). OTHER BENEFITS Non-employee directors are provided with $350,000 in business travel accident insurance. COMPENSATION UPON ELECTION TO BOARD Newly appointed directors are awarded the regular elements of annual director compensation determined on a prorated basis upon joining the Board. Cash elements are prorated for partial years of service. Prorated annual equity grants to new directors will be made on substantially the same terms and conditions as the annual grant made to other non-employee directors of the Company. 2025 DIRECTOR COMPENSATION TABLE The following table sets forth the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of the Company’s non-employee directors during the calendar year ended December 31, 2025. Mr. Sewell does not receive any additional compensation for serving on the Board.
Director Compensation
| Director Name | | Fees Earned or Paid in Cash(1) ($) | | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | | Dr. Rajeev Gautam | | 38,519 | | 90,449 | — | | 128,968 | | Peter Gibbons | 19,174 | | 90,449 | | — | 109,623 | | | Fiona C. Laird | 20,543 | | 90,449 | | — | 110,992 | | | Rose Lee | 20,543 | | 220,540 | | — | 241,083 | | | William Oplinger | 18,832 | | 90,449 | | — | 109,280 | | | Sivasankaran Somasundaram | 19,688 | | 90,449 | | — | 110,136 | | | Matthew Trerotola | 18,832 | | 90,449 | | — | 109,280 | | | Patrick Ward | 19,174 | | 90,449 | | — | 109,623 | | | Brian Worrell | 21,399 | | 90,449 | | — | 111,848 | |
Director Compensation
1.This column represents the amount of all fees earned or paid in cash for services as a director, including the annual cash retainer and the annual committee chair and membership fees. Director compensation is prorated according to each director’s effective date of appointment. 2.The amounts set forth in this column represent the aggregate grant date fair value of RSU awards, which was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) using the average of the high and low of the Company’s stock price on the day of grant. Annual stock awards of 1,784 RSUs were made to non-employee directors in October 2025 with a value of $50.70 per share, which will vest on the date of the Annual Meeting. As of December 31, 2025, Ms. Lee held 4,258 unvested RSUs (including 2,474 RSUs relating to equity awards originally granted by Honeywell that were converted into Solstice equity awards in connection with the Spin-off, which will vest on April 15, 2026) and all other non-employee directors held 1,784 unvested RSUs. 3.Solstice-paid premiums for business travel accident insurance as described in “Other Benefits” above did not exceed $10,000 for any director.
Director Compensation
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Director Compensation
DIRECTOR STOCK OWNERSHIP GUIDELINES The Board has adopted non-employee director stock ownership guidelines under which each non-employee director, while serving as a director of the Company, must hold shares of Company stock (including restricted shares) and/or common stock equivalents with a market value of at least five times the annual cash retainer ($500,000). Directors have five years from election to the Board to attain the prescribed ownership threshold.
Director Compensation
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SPIN-OFF FROM HONEYWELL
| ✓ | What We Do | ✗ | What We Don’t Do | | ✓ | Maintain robust stock ownership guidelines for both non-employee directors and officers | ✗ | No pledging or hedging of Company stock by executives or directors | | ✓ | Emphasize variable, at-risk pay for executives, with multi-year vesting periods | ✗ | No guaranteed increases of salary or bonus for executives | | ✓ | Limit maximum incentive plan payouts | ✗ | No tax gross-ups on change in control benefits | | ✓ | Provide for "double-trigger" vesting of equity awards in the event of a change in control | ✗ | No “timing” of equity awards or backdating of stock options | | ✓ | Robust Compensation Committee oversight of executive compensation program, incentive plans, and pay/performance relationship | ✗ | No counting of unvested options or unvested performance stock units toward stock ownership guidelines | | ✓ | CEO compensation approved by independent directors | ✗ | No excessive perquisites to our NEOs | | ✓ | Comprehensive clawback policy | | | | ✓ | Use an independent compensation consultant | | | | ✓ | Annually review risks associated with compensation programs | | |
SPIN-OFF FROM HONEYWELL
COMPENSATION PEER GROUP In preparation for the Spin-off, the Honeywell MDCC, with recommendations from its independent compensation consultant, Pay Governance, adopted a Solstice peer group to help inform its decision-making with respect to the Company’s executive compensation program and ensure that such program supports the Company’s recruitment and retention needs and is fair and efficient. The Honeywell MDCC selected companies for inclusion in this peer group based on (1) the extent to which they compete with the Company for executive talent because they operate in a similar industry, (2) comparability of revenues and market capitalization, and (3) other qualitative factors such as business fit and complexity.
ELEMENTS OF 2026 TOTAL DIRECT COMPENSATION
| | | Element | Description | Link to Strategy and Performance | | FIXED | SHORT-TERM | BASE SALARY | •Base salaries are determined based on scope of responsibility, years of experience, and individual performance. | •To attract and compensate high-performing and experienced leaders at a competitive level of cash compensation. | | VARIABLE | | ANNUAL INCENTIVE COMPENSATION PLAN (“ICP”) | •The overall ICP pool is determined based on fiscal year performance. Individual ICP awards are determined using budget, company, and individual performance. | •To motivate and reward executives for achieving annual corporate, business unit, and functional goals in key areas of financial and operational performance. | | | LONG-TERM INCENTIVES (“LTI”) | PERFORMANCE STOCK UNITS (“PSUs”) | •50% of annual LTI. •Covers three-year period. | •Focuses executives on the achievement of specific long-term financial performance goals directly aligned with operating and strategic plans. •Metrics: Adjusted Diluted Earnings per Share (EPS), Return on Invested Capital (ROIC), and Relative Total Shareholder Return (rTSR)*. | | | | RESTRICTED STOCK UNITS (RSUs) | •50% of annual LTI. | •Strengthens key executive retention over relevant time periods to ensure consistency and execution of long-term strategies. |
2026 PAY AT RISK
2026 PAY AT RISK Solstice’s executive compensation program emphasizes a balanced mix of fixed and variable pay, with a meaningful portion of total compensation contingent on performance. Base salary provides a competitive and stable level of fixed pay, while annual and long‑term incentives are designed to reward the achievement of key financial, operational, and strategic objectives. As reflected in the charts below, variable compensation represents a substantial share of total direct compensation and increases with seniority, reinforcing pay‑for‑performance and aligning executive interests with shareowner value creation. The discussion above was intended to provide general highlights regarding some key features of our executive compensation program for our first full year as an independent public company. The remainder of this Compensation Discussion and Analysis focuses on Solstice’s 2025 executive compensation program, including, where relevant, decisions made by the Compensation Committee in 2026 that affected 2025 compensation. 2025 EXECUTIVE COMPENSATION PROGRAM The 2025 total direct compensation for our NEOs consisted of a mix of base salary, an annual cash incentive, and long-term equity incentives, including a one-time founder’s grant of restricted stock units, as described below. The 2025 executive compensation program was established by Honeywell, and includes some elements which applied to all of our named executive officers as well as other elements that applied only to Ms. Pierce, Mr. Dormo, and Dr. Mawson, who were employees of Honeywell at the beginning of 2025 and who participated in the regular annual Honeywell long-term incentive cycle in that year.
2025 EXECUTIVE COMPENSATION PROGRAM DETAILS
| Base Salary | •Base salaries at Solstice are market‑driven and play a critical role in attracting and retaining executive talent. | | Incentive Compensation Plan (ICP) | •Annual cash incentive opportunity to motivate and reward executives for achieving annual corporate, business unit, and functional goals in key areas of financial and operational performance. | | 2025 One-Time Restricted Stock Unit “Founder’s Grant” | •Builds strong alignment with long-term interests of shareowners. •Vests 50% on each of the third and fourth anniversaries of the Spin-off. | | 2025 Restricted Stock Units | •Builds strong alignment with long-term interests of shareowners. •Strengthens key executive retention over relevant time periods to ensure consistency and execution of long-term strategies. •Vests 100% on the third anniversary of the grant date. | | 2025-2027 Performance Plan Cash Units | •Focuses executives on the achievement of specific long-term financial performance goals directly aligned with operating and strategic plans. •Metrics: Total Cumulative Revenue, Average Segment Margin Rate, and Average Return on Investment (ROI). | | 2025 Stock Options | •Directly aligns the interests of our executives with shareowners. Stock options only have value for executives if operating performance results in stock price appreciation. •Vests 25% on each anniversary of the grant date over 4 years. |
BASE SALARY
| Name | Base Salary ($) | Target Annual Incentive Compensation Opportunity (%) | Target Annual Long-Term Incentive Value ($) | Founder’s Grant ($) | | David Sewell | 1,060,000 | 125 | 5,615,000 | 5,000,000 | | Tina Pierce | 625,000 | 80 | 1,300,000 | 1,500,000 | | Jeffrey Dormo | 515,000 | 75 | 850,000 | 1,000,000 | | Simon Mawson | 475,000 | 75 | 600,000 | 1,000,000 | | Jason Clifford | 450,000 | 75 | 650,000 | 750,000 |
2025 ICP RESULTS AND PAYOUT DECISIONS
2025 ICP RESULTS AND PAYOUT DECISIONS Each of our NEOs participated in the 2025 Incentive Compensation Plan (2025 ICP), which was originally established by the Honeywell MDCC prior to the Spin-off. Annual cash incentive opportunities under the 2025 ICP were linked to the achievement of performance goals based on financial metrics measured in part (50%) at the total Honeywell level, and in part (50%) at the Solstice (business unit) level. As described below, in determining final payout amounts under the 2025 ICP, both the Honeywell MDCC and the Solstice Compensation Committee also took into account the contributions of participants to the successful Spin-off from Honeywell. The following table describes the financial metrics and their relative weighting under the 2025 ICP. 2025 ICP PERFORMANCE METRICS
2025 ICP RESULTS AND PAYOUT DECISIONS
| Metric | Significance | ICP Weighting (%) | | Honeywell Sales | To incentivize organic growth and achieving short-term annual metrics for long-term success. | 10 | | Adjusted Honeywell EPS | Viewed as the most important measure of near-term profitability that has a direct impact on stock price and shareowner value creation. | 20 | | Total Honeywell Free Cash Flow | Reflects quality of earnings and incremental cash generated from operations that may be reinvested in the businesses, used to make acquisitions, or returned to shareowners in the form of dividends or share repurchases. | 20 | | Business Unit Income Contribution | Business unit measure of near-term profitability and contribution to overall Company performance. | 15 | | Business Unit Free Cash Flow | Business unit contribution to overall Company free cash flow performance. | 15 | | Business Unit Sales | Business unit contribution to overall Company sales performance. | 20 | | Total | | 100 |
2025 ICP RESULTS AND PAYOUT DECISIONS
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2025 ICP RESULTS AND PAYOUT DECISIONS
For 2025, the Total Honeywell ICP targets for sales, adjusted EPS, and free cash flow were as follows:
2025 ICP RESULTS AND PAYOUT DECISIONS
| ICP Goal | 2024 ICP Goal Actual Performance ($) | 2025 ICP Goal (Target) ($) | 2025 Goal v. 2024 Actual (%) | Basis for 2025 Goals | 2025 Threshold (50% Payout) ($) | 2025 Maximum (200% Payout) ($) | | Total Honeywell ICP Sales (in $ millions) | 38,870 | 40,064 | 3.1 | Midpoint of initial guidance range communicated to investors on February 6, 2025 (Guidance Range) | 32,051 | 48,077 | | Adjusted ICP EPS | 10.34 | 10.30 | (0.4) | | 8.24 | 12.36 | | Total Honeywell ICP Free Cash Flow (in $ millions) | 5,459 | 5,600 | 2.6 | | 4,480 | 6,720 |
2025 ICP RESULTS AND PAYOUT DECISIONS
DETERMINATION OF FINAL FUNDING AND 2025 ICP PAYOUTS In October 2025, the Honeywell MDCC approved funding of the 2025 ICP at 120% of target for Solstice participants, in recognition of the financial metrics achieved as well as the accomplishments of the Solstice executive team in connection with the Spin-off. In February 2026, the Compensation Committee reviewed financial performance results for the full 2025 fiscal year for the Advanced Materials business unit metrics (50% aggregate weighting) that originally were established by the Honeywell MDCC under the 2025 ICP, as shown in the table below. When combined with projected performance information provided by Honeywell prior to the Spin-off regarding the total Honeywell performance metrics (50% aggregate weighting), the performance results below would have resulted in a preliminary funding percentage of 110% of target.
2025 ICP RESULTS AND PAYOUT DECISIONS
| ICP Advanced Materials Business Unit Goal (in $ millions) | 2025 ICP Goal (Target) ($) | 2025 Actual Performance ($) | Achievement (%) | Metric Payout Percentage (%) | Weighting (%) | | Advanced Materials Sales(1)(4) | 3,834 | 3,853 | 100 | 102 | 20 | | Advanced Materials Income Contribution(1)(2)(4) | 977 | 926 | 95 | 87 | 15 | | Advanced Materials Free Cash Flow(1)(3)(4) | 562 | 581 | 103 | 117 | 15 |
2025 ICP RESULTS AND PAYOUT DECISIONS
1.Advanced Materials Metrics exclude Corporate functions, to better reflect continuing operations as if the Spin-off from Honeywell had not occurred. 2.Advanced Materials Income Contribution is adjusted to exclude $15 million of expenses related to certain hedges undertaken as part of Honeywell’s overall hedging program that were terminated at Spin-off. 3.Advanced Materials Free Cash Flow excludes $184 million of cash flow related to Corporate functions and certain spin-related impacts, including $191 million of frictional tax costs and $117 million of Spin-off transaction-related costs. 4.When assessing performance for purposes of the ICP, adjustments are made for certain pre-determined items, including actual foreign exchange rates and the foreign exchange rates used in the Company’s financial plans for such periods, unless otherwise determined by the Committee. In determining final funding and payout amounts under the 2025 ICP, the Compensation Committee took into account the 120% funding level previously approved by the Honeywell MDCC and considered the contributions of the Solstice executive team in driving a successful and timely Spin-off, positioning the Company to move swiftly to capitalize on growth opportunities as a free-standing public company. After considering those factors and further evaluating relative performance for Solstice’s two reporting segments, the Compensation Committee approved final funding under the 2025 ICP at 120% of target generally, with adjusted funding percentages of 105% for ESM business unit executives and 130% for RAS business unit executives.
2025 ICP RESULTS AND PAYOUT DECISIONS
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2025 ICP RESULTS AND PAYOUT DECISIONS
Accordingly, the Compensation Committee approved final payouts under the 2025 ICP to the NEOs as follows:
2025 ICP RESULTS AND PAYOUT DECISIONS
| Named Executive Officer | Solstice Funding Level (%) | ICP Target (1) (%) | Eligible Earnings ($) | Actual ICP Payout ($) | | David Sewell | 120 | 105.4 | 680,493 | 860,690 | | Tina Pierce | 120 | 67.6 | 589,296 | 478,040 | | Jason Clifford | 120 | 75.0 | 262,603 | 236,340 | | Jeffrey Dormo | 130 | 50.2 | 500,347 | 326,530 | | Simon Mawson | 105 | 46.0 | 460,909 | 222,620 |
2025 ICP RESULTS AND PAYOUT DECISIONS
1.ICP Targets were increased at the time of Spin-off for Mr. Sewell, Ms. Pierce, Mr. Dormo, and Dr. Mawson. Their 2025 ICP targets are prorated based on their pre- and post-Spin-off targets.
2025 LONG-TERM INCENTIVE COMPENSATION
2025 LONG-TERM INCENTIVE COMPENSATION RESTRICTED STOCK UNIT AWARDS
Founder’s RSU Awards
Founder’s RSU Awards To ensure Solstice management would be aligned with Solstice shareowners and to foster the management team’s engagement and motivation with the newly formed independent company, the Honeywell MDCC approved the grant of “founders equity” to our Solstice executive officers, including the NEOs (sometimes referred to as the “Founder’s Grants”). The Solstice Compensation Committee elected to make the grants effective on the date of the Spin-off. The Founder’s Grants vest 50% on each of the third and fourth anniversaries of the Spin-off.
Founder’s RSU Awards
| NEO | Units Granted (#) | Founder’s Grant Date Value ($) | | David Sewell | 98,620 | 5,000,034 | | Tina Pierce | 29,586 | 1,500,010 | | Jeffrey Dormo | 19,724 | 1,000,007 | | Simon Mawson | 19,724 | 1,000,007 | | Jason Clifford | 14,793 | 750,005 |
Annual RSU Awards
Annual RSU Awards Ms. Pierce, Mr. Dormo, and Dr. Mawson each received annual RSU awards from Honeywell prior to the Spin-off. Annual RSU awards represented 33% of the total annual LTI granted to executives of Honeywell. These RSU awards vest 100% on the third anniversary of the grant date. This vesting period is aligned with market practices and is designed to strengthen retention.
Annual RSU Awards
| NEO | Units Granted (#) | Grant Date Value ($) | | Tina Pierce | 5,142 | 260,134 | | Jeffrey Dormo | 3,036 | 153,591 | | Simon Mawson | 1,909 | 96,576 |
Annual RSU Awards
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Other RSU Awards
Other RSU Awards Mr. Sewell and Mr. Clifford did not receive an annual RSU award in 2025 from Honeywell. However, upon approval by the Honeywell MDCC, they each received a sign-on grant of RSUs in connection with their hire intended to compensate for forfeited equity from their previous employers.
Other RSU Awards
| NEO | Units Granted (#) | Grant Date Value ($) | | David Sewell | 28,225 | 1,400,242 | | Jason Clifford | 28,681 | 1,525,256 |
Other RSU Awards
Further, Dr. Mawson and Mr. Dormo each received discretionary RSUs in addition to their annual RSU Awards.
Other RSU Awards
| NEO | Units Granted (#) | Grant Date Value ($) | | Jeffrey Dormo | 10,081 | 500,118 | | Simon Mawson | 13,489 | 675,731 |
Other RSU Awards
The following table represents the total number of RSUs granted to each NEO in 2025, inclusive of the Founder’s Grants, and their respective grant date values:
Other RSU Awards
| NEO | Number of RSUs (#)(1) | Grant Date Value ($)(2) | | David Sewell | 126,845 | 6,400,276 | | Tina Pierce | 34,728 | 1,760,144 | | Jason Clifford | 43,474 | 2,275,261 | | Jeffrey Dormo | 32,841 | 1,653,716 | | Simon Mawson | 35,122 | 1,772,314 |
Other RSU Awards
1.Represents the sum of the RSUs granted to the NEOs by Honeywell during 2025 and converted to Solstice awards, plus the Founder’s Grants issued by Solstice at the time of Spin-off. 2.Grant date value was determined by using the average of the high and low stock prices of Honeywell stock on the grant date and multiplied by the conversion ratio as discussed below. CONVERSION OF EQUITY AWARDS IN CONNECTION WITH SPIN-OFF Prior to the Spin-off, the Honeywell MDCC approved the conversion and adjustment of outstanding equity awards previously granted by Honeywell to employees who became employees of Solstice. Unvested Honeywell equity awards outstanding as of the Spin-off were converted into Solstice equity awards for Solstice employees. Adjustments were made to those awards at the time of the Spin-off in order to retain the same intrinsic value that the awards held immediately before the Spin-off. •Unvested Honeywell restricted stock units continue to vest according to their original schedule and were converted into Solstice RSUs based on the conversion ratio. •Unvested Honeywell stock options continue to vest according to their original schedule and were converted into Solstice stock options based on the conversion ratio. •Vested Honeywell stock options remain subject to the terms of the 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates, and an adjustment factor was applied.
Other RSU Awards
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Other RSU Awards
PERFORMANCE CASH UNIT AWARDS Ms. Pierce, Mr. Dormo, and Dr. Mawson, who participated in Honeywell’s regular annual long-term incentive compensation program in 2025 and earlier years, received awards of performance cash units (“PCUs”) in 2025 representing one‑third of their total annual LTI value and mix. The PCUs are cash‑based long-term incentive awards that measure results against defined metrics during a three-year performance period (e.g., January 1, 2025 through December 31, 2027). Each PCU carries a target value of $100, with award payouts ranging from 0% to 200% based on performance. Outstanding PCUs granted by Honeywell to employees who became employees of Solstice were converted into adjusted PCUs in connection with the Spin-off. For the first year of the three-year performance period for the PCUs granted in 2025 (“2025 PCUs”), performance was deemed achieved at the actual level of performance, as determined by the Honeywell MDCC, for the period from January 1, 2025 through October 30, 2025. Following the Spin‑off, the Solstice Compensation Committee approved revised metrics and targets to apply to the 2025 PCUs for the last two years of the performance period (the period from January 1, 2026 through December 31, 2027). The final payout of the 2025 PCUs will blend Honeywell’s performance results through the date of the Spin‑off with Solstice’s performance over the remaining two years of the cycle. For the 2025 PCU performance cycle, the original plan metrics – Total Revenue, Segment Margin, and Return on Investment –were each evaluated independently over the performance period. Each metric included a threshold level that must be met before any payout is earned, and once achieved, the payout percentage for that metric ranged from 50% to 200%. Performance against these metrics was measured through the time of the Spin‑off. For the last two years of the performance period for the 2025 PCU awards (the period from January 1, 2026 through December 31, 2027), the Solstice Compensation Committee approved measuring Solstice’s performance against two equally weighted performance targets based on net income and return on invested capital (ROIC). Each metric includes a threshold level that must be met before any payout is earned, and once achieved, the payout percentage for that metric ranges from 50% to 200%. When selecting these performance metrics, the Solstice Compensation Committee sought to align the metrics for the 2025 PCU awards more closely with the performance metrics being used for the 2026 PSUs, using financial measures that reflect how Solstice measures its performance against its current strategy, of which profitability and cash generation are key components. The use of total Company performance against these metrics for all executives, regardless of whether they work at the corporate or segment level, aligns their interests with the long-term interests of our shareowners. Honeywell’s 2025 performance results will be combined with Solstice’s performance for 2026 and 2027 to determine final payouts delivered in 2028.
Other RSU Awards
| 2025-2027 Cycle | | | | Metrics | Net Income (NI) | Return on Invested Capital (ROIC) | | Weighting | 50% | 50% | | Target | $765M | 16% |
Other RSU Awards
The same metrics will be utilized to measure performance for the last year of the 2024-2026 cycle as well.
Other RSU Awards
| 2024-2026 Cycle | | | | Metrics | Net Income (NI) | Return on Invested Capital (ROIC) | | Weighting | 50% | 50% | | Target | $348M | 16% |
Other RSU Awards
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PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS In October 2025, the Honeywell MDCC reviewed the outcomes for the 2023-2025 performance cycle. It was determined that the three-year cycle would be measured through the Spin-off in October 2025. Below are the final achievement and payout amounts for those of our NEOs who received PCU awards for the 2023-2025 performance cycle.
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
| Named Executive Officer | 2023-2025 Performance Cash Units at Target(1) (#) | Total Earned Award (%) | Total 2023-2025 Performance Cash Award Earned ($) | | Tina Pierce(2) | 2,550 | 43.2 | 110,160 | | Jeffrey Dormo(3) | 884 | 49.0 | 43,316 | | Simon Mawson(3) | 887 | 49.0 | 43,463 |
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
1.PCUs have a target value of $100 per unit. 2.Ms. Pierce’s payout was blended based on her time working in the legacy Honeywell Industrial Automation and Environmental and Sustainability Solutions (ESS) Strategic Business Groups (SBGs). 3.Payouts for Mr. Dormo and Dr. Mawson were funded based on legacy Honeywell ESS SBG for the full three-year performance period. In accordance with SEC disclosure requirements for cash-based awards, 100% of the earned cash award by Ms. Pierce, Mr. Dormo, and Dr. Mawson for the 2023-2025 performance period is included as part of 2025 Non-Equity Incentive Compensation on the Summary Compensation Table, even though originally granted in 2023. STOCK OPTION AWARDS The stock options granted to Ms. Pierce, Mr. Dormo, and Dr. Mawson in 2025 as part of the Honeywell LTI program represented one-third of their total annual LTI value and mix. The stock options vest 25% per year over four years and have a 10-year term to exercise. The grant date fair value of stock options was determined by a third-party valuation company using a Black-Scholes valuation method. The exercise price for the 2025 annual stock options granted to the executives was the fair market value of Honeywell stock on the date of grant, March 3, 2025, or $213.55. The post-spin converted exercise price is $50.59.
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
| NEO | Stock Options (1) (#) | Grant Date Value (2) ($) | | Tina Pierce | 5,954 | 260,011 | | Jeffrey Dormo | 3,512 | 153,369 | | Simon Mawson | 2,206 | 96,336 |
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
1.Reflects the total number of stock options awarded to each NEO in 2025. The exercise price for options granted is equal to the fair market value of Honeywell stock on the date of grant. Options vest 25% over four years from the grant date. 2.Stock options were granted on March 3, 2025 with a Black-Scholes value of $43.67.
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
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PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
SPIN RETENTION PAYMENTS In March 2025, Honeywell management implemented a retention program to support the successful completion of the Spin-off. The Honeywell CEO, Vimal Kapur, approved the retention agreements for each Mr. Dormo and Dr. Mawson. Under their retention agreements, Mr. Dormo and Dr. Mawson each was granted an opportunity to earn a cash retention incentive payment equal to a percentage of base salary as of the date of the retention letter (not to exceed 45%), contingent upon (i) continued employment until the second-month anniversary of the Spin-off; (ii) the achievement of quarterly financial performance targets measured through the date of the Spin-off; and (iii) the executive’s satisfaction of certain individual performance and operational objectives. The financial performance targets under the retention program were based upon the level of achievement as compared to Solstice’s estimated quarterly annual operating plan with respect to three metrics: sales, new product introduction (NPI) revenue3, and operating income.
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
| Metrics | Actual Business Performance Compared to Quarterly AOP Estimated by Management (%) | Percentage of Base Salary (%) | | Sales, NPI Revenue, & Operating Income | At and Above 150 | 3.75 | | | 110 | 2.85 | | | 100 | 2.55 | | | 75 | 1.95 | | | Below 75 | — |
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
3 NPI Revenue represents total revenue attributable to new products introduced over the last five years. These new products relate to (i) new products in existing markets that add features, improve performance, or reduce costs, but will have a large degree of cannibalization of existing products, (ii) new products in existing markets that do not cannibalize existing products, (iii) existing products in new markets or regions that do not cannibalize existing products, or (iv) new products in new markets that do not cannibalize existing products.
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
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PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
The table below outlines financial performance results and retention payment calculations for Mr. Dormo and Dr. Mawson. Performance was measured against the Advanced Materials business, in the same manner as was described earlier related to the Advanced Materials ICP performance targets. The retention payments earned were calculated by determining the actual 2025 quarterly performance for the above metrics and adding together the corresponding percentages of base salary based on the above chart. Base salary percentages for quarterly performance between 75% and 150% were interpolated. For the calendar quarter during which the Solstice spinoff occurred, the base salary percentages were prorated based on the number of days during the calendar quarter prior to the Spin-off.
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
| | | Advanced Materials | | | | | | | Goal (#) | Actual (#) | Attainment (1) (%) | Metric Pay (%) | | Sales | Q1 | 865 | 897 | 103.70 | 2.67 | | | Q2 | 1,023 | 1,030 | 100.68 | 2.58 | | | Q3 | 981 | 971 | 98.98 | 2.53 | | | Q4 | | | 0.83 | 0.83 | | | Total | | | | 8.61 | | NPI Revenue | Q1 | 356 | 402 | 112.92 | 2.92 | | | Q2 | 444 | 491 | 110.59 | 2.87 | | | Q3 | 488 | 509 | 104.30 | 2.67 | | | Q4 | | | 0.83 | 0.83 | | | Total | | | | 9.29 | | Operating Income | Q1 | 216 | 225 | 104.17 | 2.67 | | | Q2 | 261 | 257 | 98.47 | 2.50 | | | Q3 | 246 | 251 | 102.03 | 2.61 | | | Q4 | | | 0.83 | 0.83 | | | Total | | | | 8.61 | | Earned Award | | | | | 26.51 |
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
1.Calculation for the fourth quarter of 2025 was prorated at target based on the number of days before the Spin-off. Based on the results above and the assessment of their individual performance, Mr. Dormo and Dr. Mawson each received a cash retention payment equal to 26.51% of his March 2025 base salary, as noted below.
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
| NEO | Base Salary(1) ($) | Target Award ($) | Attainment (%) | Earned Award ($) | | Jeffrey Dormo | 485,300 | 148,502 | 26.51 | 128,653 | | Simon Mawson | 450,000 | 137,700 | 26.51 | 119,295 |
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
1.Base salary as of the time of the agreement, March 28, 2025. In addition, upon the recommendation of Solstice’s Chief Executive Officer and Chief Human Resources Officer, Mr. Dormo received a discretionary payment in the amount of $31,496, in recognition of his exemplary leadership in connection with executing the Spin-off on a timely basis with operational excellence related to the RAS business.
PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
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PAYOUT OF 2023-2025 PCU PERFORMANCE AWARDS
OTHER COMPENSATION AND BENEFITS PROGRAMS
NON-QUALIFIED DEFERRED COMPENSATION PLANS
NON-QUALIFIED DEFERRED COMPENSATION PLANS Solstice executives, including our NEOs, may choose to participate in the Solstice Deferred Compensation Plan (“Solstice DC Plan”) to permit retirement savings in a tax-efficient manner. Executives can elect to defer eligible base salary that cannot be contributed to Solstice’s 401(k) plan due to IRS limitations. These amounts are matched by Solstice only to the extent required to make up for a shortfall in the available match under the 401(k) savings plan due to IRS limitations. Executives can also defer from 1% to 100% of their annual incentive compensation plan awards. Deferred compensation balances including matching contributions earn interest at a fixed rate based on Solstice’s 15-year cost of borrowing, which is subject to change on an annual basis (4.91% for 2025). Solstice requires the payment of the Solstice DC Plan account balances to begin shortly after termination of employment in a lump sum unless the participant leaves Solstice after reaching retirement (age 55 with 10 years of service).
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS
POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS Solstice does not schedule the grant of stock options or other equity awards in anticipation of the disclosure of material nonpublic information, and Solstice does not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards. Solstice has not adopted a formal policy that would require Solstice to grant, or to avoid granting, equity awards at certain times. In practice, however, as part of Solstice’s regular annual long-term incentive (LTI) grant process, the Solstice Compensation Committee generally expects to grant equity awards to its executives at the Compensation Committee meeting in or around February of each year. The full Solstice Board of Directors is responsible for determining Chairman and CEO compensation, which includes the granting their equity awards. Similarly, annual grants of equity awards to Solstice’s non-employee directors will generally be made by Solstice’s board of directors each year at its meeting on the date of the annual meeting of shareowners. The dates for the Solstice Compensation Committee and Solstice Board of Directors meetings generally are set well in advance and on a fairly consistent cadence from year to year. However, the Solstice Compensation Committee and the Solstice Board of Directors are also authorized to grant equity awards at other times during the year, such as in connection with new hires and promotions.
Executive Compensation Tables
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | David Sewell President and Chief Executive Officer | 2025 | 680,493 | — | 6,400,276 | — | 860,690 | — | 38,466 | 7,979,925 | | Tina Pierce SVP, Chief Financial Officer | 2025 | 589,296 | — | 1,760,144 | 560,477 | 588,200 | 159,723 | 50,402 | 3,708,242 | | Jason Clifford SVP and Chief Human Resources Officer(7) | 2025 | 262,603 | 130,000 | 2,275,261 | — | 236,340 | — | 12,765 | 2,916,969 | | Jeffrey Dormo SVP, Refrigerants & Applied Solutions (8) | 2025 | 500,347 | 31,496 | 1,653,716 | 313,965 | 498,499 | — | 36,867 | 3,034,890 | | | 2024 | 474,110 | — | 517,450 | 153,341 | 347,746 | — | 33,688 | 1,526,335 | | Simon Mawson SVP, Electronic & Specialty Materials | 2025 | 460,909 | — | 1,772,314 | 204,106 | 385,378 | — | 34,066 | 2,856,773 | | | 2024 | 437,266 | — | 91,842 | 91,695 | 272,400 | — | 31,481 | 924,684 |
Executive Compensation Tables
| Named Executive Officer | Change in Pension Value(a) ($) | NQDC Interest ($) | Total Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | David Sewell | — | — | — | | Tina Pierce | 159,723 | — | 159,723 | | Jason Clifford | — | — | — | | Jeffrey Dormo | — | — | — | | Simon Mawson | — | — | — |
OUTSTANDING LONG-TERM INCENTIVE AWARDS
OUTSTANDING LONG-TERM INCENTIVE AWARDS Treatment of outstanding stock plan awards following termination of employment generally depends on the terms of the applicable award agreement and the plan under which the awards were granted.
OUTSTANDING LONG-TERM INCENTIVE AWARDS
| Plan | Treatment of Stock Options, RSUs, and Performance Plan Awards | | 2025 Stock Incentive Plan of Solstice Advanced Materials Inc. and Its Affiliates | •RSUs generally become vested in full upon death or disability. •Following termination of employment, unless otherwise agreed by the Company pursuant to the terms of the plan, participants (or their beneficiaries) generally have until the earlier of the original expiration date or the following period in which to exercise vested options: ◦Three years in the event of death, disability, or a voluntary or involuntary termination (other than for cause) after qualifying for “early retirement” (age 55 and 10 years of service) or “full retirement” (age 60 and 10 years of service); ◦One year in the case of any other involuntary termination without cause; and ◦30 days in the case of a voluntary termination. •In the event of a Change in Control, double trigger vesting generally will apply to apply to unvested stock options and RSUs under this plan. Double trigger vesting also applies to performance awards granted under this plan where the awards are rolled over or replaced by the successor, with vesting on a pro rata basis at target for incomplete performance periods, and based on the actual earned award for completed performance cycles. •There generally is no acceleration of vesting of awards upon reaching retirement age. Unvested RSUs and a prorated amount of a performance plan award generally will be paid upon a termination due to death or disability. Unvested stock options generally vest upon a termination due to death or disability. |
OUTSTANDING LONG-TERM INCENTIVE AWARDS
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INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES
INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES The following table summarizes benefits payable to our NEOs if a termination of employment or a change in control occurred on December 31, 2025:
INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES
| Payments and Benefits | Named Executive Officer | Termination by the Company Without Cause ($) | Death ($) | Disability ($) | Change in Control - No Termination of Employment ($) | Change in Control - Termination of Employment by Company Without Cause, by NEO for Good Reason, or Due to Disability ($) | | Cash Severance (Base Salary + Bonus) | David Sewell | 4,770,000 | — | — | — | 7,155,000 | | | Tina Pierce | 1,125,000 | — | — | — | 2,250,000 | | | Jason Clifford | 787,500 | — | — | — | 1,575,000 | | | Jeffrey Dormo | 901,250 | — | — | — | 1,802,500 | | | Simon Mawson | 831,250 | — | — | — | 1,662,500 | | ICP (Year of Termination) | David Sewell | — | — | — | 860,690 | 860,690 | | | Tina Pierce | — | — | — | 478,040 | 478,040 | | | Jason Clifford | — | — | — | 236,340 | 236,340 | | | Jeffrey Dormo | — | — | — | 326,530 | 326,530 | | | Simon Mawson | — | — | — | 222,620 | 222,620 | | Performance Cash Units | David Sewell | — | — | — | — | — | | | Tina Pierce | — | 272,920 | 272,920 | — | 272,920 | | | Jason Clifford | — | — | — | — | — | | | Jeffrey Dormo | — | 150,696 | 150,696 | — | 150,696 | | | Simon Mawson | — | 108,938 | 108,938 | — | 108,938 | | Benefits and Perquisites | David Sewell | 3,665 | — | — | — | 5,497 | | | Tina Pierce | 4,165 | — | — | — | 8,331 | | | Jason Clifford | 5,657 | — | — | — | 11,313 | | | Jeffrey Dormo | 9,868 | — | — | — | 19,736 | | | Simon Mawson | 9,799 | — | — | — | 19,597 | | Outstanding Equity Awards | David Sewell | — | 6,176,170 | 6,176,170 | — | 6,176,170 | | | Tina Pierce | — | 3,370,306 | 3,370,306 | — | 3,370,306 | | | Jason Clifford | — | 2,126,201 | 2,126,201 | — | 2,126,201 | | | Jeffrey Dormo | — | 2,656,895 | 2,656,895 | — | 2,656,895 | | | Simon Mawson | — | 2,183,841 | 2,183,841 | — | 2,183,841 | | Total | David Sewell | 4,773,665 | 6,176,170 | 6,176,170 | 860,690 | 14,197,357 | | | Tina Pierce | 1,129,165 | 3,643,226 | 3,643,226 | 478,040 | 6,379,597 | | | Jason Clifford | 793,157 | 2,126,201 | 2,126,201 | 236,340 | 3,948,854 | | | Jeffrey Dormo | 911,118 | 2,807,591 | 2,807,591 | 326,530 | 4,956,357 | | | Simon Mawson | 841,049 | 2,292,778 | 2,292,778 | 222,620 | 4,197,496 |
INVOLUNTARY TERMINATION OR CHANGE IN CONTROL VALUES
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DEFINED TERMS USED IN THIS SECTION
| Fiscal Year | Summary Comp Table Total for PEO(1)(2) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Avg. Summary Compensation Table Total for Non-PEO NEOs(1)(2) ($) | Avg. Compensation Actually Paid to Non-PEO NEOs(1)(3) ($) | Value of an initial $100 Investment | | Net Income(6) ($ Millions) | CSM: Adjusted EBITDA(7) ($ Millions) | | | | | | | Total Shareowner Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2025 | 7,979,925 | 6,366,047 | 3,129,218 | 1,955,167 | 99.67 | 105.57 | 285 | 957 |
DEFINED TERMS USED IN THIS SECTION
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year 2025 ($) | | Summary Compensation Table Total | 7,979,925 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | (6,400,276) | | (Minus): Change in Pension Value | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 4,790,960 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (4,562) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — |
DEFINED TERMS USED IN THIS SECTION
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year 2025 ($) | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | — | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | | Compensation Actually Paid | 6,366,047 |
DEFINED TERMS USED IN THIS SECTION
| Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2025 ($) | | Summary Compensation Table Total | 3,129,218 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | (2,134,996) | | (Minus): Change in Pension Value | (39,931) | | Plus: Pension Service Cost and Associated Prior Service Cost | 14,980 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 1,018,079 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (32,183) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | — | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | | Compensation Actually Paid | 1,955,167 |
PAY VERSUS PERFORMANCE RELATIONSHIP DISCLOSURES
PAY VERSUS PERFORMANCE RELATIONSHIP DISCLOSURES We completed our separation and became a fully independent publicly traded company on October 30, 2025. We believe the compensation paid to our PEO and Non-PEO NEOs in 2025 reflects our pay-for-performance philosophy. As described in the Compensation Discussion and Analysis, a significant portion of annual target compensation awarded to our NEOs is at risk because it depends on the Company’s performance against pre-established performance goals under our incentive plans. The relationship between the financial measures in the table above and compensation actually paid will expand as we build history as a standalone public company. 2025 CAP to our PEO of $6.4 million was lower compared to the Summary Compensation Table total of $7.9 million, and the average CAP for our Non-PEO NEOs of $2.0 million was lower compared to the Avg. Summary Compensation Table total of $3.0 million. For the period from October 30, 2025 through December 31, 2025, our TSR was 5.6% lower than the TSR of the S&P 500 Materials Index. The primary driver of these differences was the decrease in our stock price from the separation to December 31, 2025. Net Income for 2025 was $285 million and Adjusted EBITDA for 2025 was $957 million. The graphs below illustrate the relationships over the last fiscal year between, respectively, CAP and our TSR, CAP and our net income, and CAP and the CSM. CAP VERSUS TSR The chart below includes the PEO and Avg. Non-PEO NEO CAP values with our TSR for the applicable fiscal year:
PAY VERSUS PERFORMANCE RELATIONSHIP DISCLOSURES
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PAY VERSUS PERFORMANCE RELATIONSHIP DISCLOSURES
CAP VERSUS NET INCOME The chart below includes the PEO and Avg. Non-PEO NEO CAP values with our Net Income for the applicable fiscal year: CAP VERSUS ADJUSTED EBITDA The chart below includes the PEO and Avg. Non-PEO NEO CAP values with our CSM, Adjusted EBITDA for the applicable fiscal year:
PAY VERSUS PERFORMANCE RELATIONSHIP DISCLOSURES
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