Qnity Electronics, Inc.
For the period ended May 21, 2026. Filed Apr 8, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Apr 8, 2026
Contents
Committees
Committees perform many important functions. The responsibilities of each Committee are stated in their respective Committee charters which are available at https://ir.qnityelectronics.com. The Board, upon the recommendation of the Nomination and Governance Committee, elects members to each Committee and has the authority to change Committee chairs, membership and the responsibilities of any Committee as set forth in the Bylaws.
The Board currently has three Committees: Audit Committee; Nomination and Governance Committee; and People and Compensation Committee. All members of each of the three standing Committees of the Board are independent under the Company’s Corporate Governance Guidelines and applicable regulatory and NYSE listing standards.
| 2026 Proxy Statement | 21 |
|---|
Corporate Governance
Committee Membership
The following chart shows Committee membership as of the date of this Proxy Statement.
| Director | Independent | Audit | Nomination andGovernance | People andCompensation |
|---|---|---|---|---|
| Mark Blinn | CH | |||
| Shumeet Banerji | ● | |||
| Terrence R. Curtin | ● | |||
| Karin De Bondt | ● | |||
| Byron Green | ● | |||
| Kristina M. Johnson | ● | |||
| Jon Kemp | ||||
| Anne Noonan | CH | |||
| Yi Hyon Paik | ● | |||
| Steven M. Sterin | CH | |||
CH - Chair ● - Member
Committees
Brief descriptions of the responsibilities of the Committees are as follows:
| Audit Committee | |
|---|---|
| Held two meetings during 2025Steven M. Sterin (Class III) Chair*Members:Terrence R. Curtin (Class II)Karin De Bondt (Class I) Audit Committee Financial Expert | •Appoints, engages, oversees and replaces, as appropriate, the Company’s independent registered public accounting firm, subject to stockholder ratification, to audit the Company’s consolidated financial statements.•Reviews and approves the Audit Committee Pre-Approval Policy of audit and non-audit services provided by the Company’s independent registered public accounting firm (Pre-Approval Policy).•Provides oversight on the external reporting process and the adequacy of the Company’s internal controls.•Reviews effectiveness of the Company’s systems, procedures and programs designed to promote and monitor compliance with applicable laws and regulations and receives prompt reports on compliance matters that could adversely impact the Company’s external reporting process or adequacy of internal controls.•Reviews and approves the scope of the audit and permitted non-audit related activities of the independent registered public accounting firm and the Company’s internal auditors and appraises audit efforts of both.•Reviews services provided by the Company’s independent registered public accounting firm and other disclosed relationships as they bear on the independence of the Company’s independent registered public accounting firm.•Establishes procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters.A Summary of the Pre-Approval Policy is included as part of Agenda Item 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm. |
22
Corporate Governance
| Nomination and Governance Committee | |
|---|---|
| Held one meeting during 2025Mark Blinn (Class III)ChairMembers:Shumeet Banerji (Class III)Yi Hyon Paik (Class II) | •Develops, and recommends to the Board, and periodically reviews, a set of corporate governance guidelines for the Company.•Establishes the process for identifying and evaluating director nominees, determines the qualifications, qualities, skills and other expertise required to be a director, and recommends to the Board nominees for election to the Board.•Reviews periodically the size and structure of the Board and recommends to the Board any appropriate changes.•Monitors the functioning of Board Committees.•Oversees the Board’s new director orientation program.•Oversees the annual assessment of the Board, its Committees and individual directors.•Oversees the Company’s corporate governance practices, including reviewing and recommending to the Board for approval any changes to the Company’s Code of Conduct and Code of Financial Ethics, Certificate of Incorporation, Bylaws and Committee charters.•Reviews related person transactions and related policies and procedures.•Reviews stockholder communications and matters bearing on the Company and its stockholders.•Oversees the Company’s compliance programs, including the Code of Conduct and Code of Financial Ethics and legal and regulatory matters.•Reviews the Company’s actual and potential conflicts of interest. |
| People and Compensation Committee | |
|---|---|
| Held two meetings during 2025Anne Noonan (Class III)ChairMembers:Byron Green (Class I)Kristina M. Johnson (Class II) | •Assesses current and future senior leadership talent for Company officers.•Assists the Board in the CEO succession planning process.•Oversees the Company’s human capital management.•Reviews and approves the goals and objectives relevant to the CEO’s compensation, oversees the performance evaluation of the CEO based on such goals and objectives and, together with the other independent members of the Board, determines and approves the CEO’s compensation based on this evaluation.•Reviews and approves all compensation and employment arrangements, including severance agreements, of the Company’s executive officers other than the CEO.•Reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking and evaluates compensation policies and practices that could mitigate any such risk.•Reviews and considers the voting results of any say-on-pay or related stockholder proposals.•Recommends non-employee directors’ compensation to the Board for approval. |
| 2026 Proxy Statement | 23 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.