Solstice Advanced Materials Inc.
For the period ended May 22, 2026. Filed Apr 2, 2026.
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May 22, 2026 · Filed Apr 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Solstice Advanced Materials Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Letter From the Chairman
It is my privilege to serve as the first non-executive Chairman of the Board of Solstice Advanced Materials. As a former long-time Honeywell leader whose tenure included leadership of the businesses that are now part of Solstice, I have seen these businesses perform exceptionally well over the past two decades. They have grown consistently despite challenging economic cycles at times. Solstice’s businesses have achieved this growth thanks to their deeply talented and experienced workforce, their broad technology portfolio and strong intellectual property positions – with more than 5,700 patents and pending applications – and their ability to collaborate with customers to bring exciting new solutions to market.
Solstice’s 20 global manufacturing plants and four dedicated research and development centers enable our company to produce innovative market-leading specialty materials and chemicals at scale that meet the demanding quality standards required by our customers. Solstice is also well-positioned to support several exciting secular growth trends such as environmental and energy evolution, the growth of advanced computing, personal safety and defense, and improving health outcomes. These global trends are all expected to generate growth in excess of global GDP over the coming decade.
Honeywell positioned Solstice for success by putting in place an exceptionally strong leadership team, led by President and CEO David Sewell. David joined us in March 2025 after successful leadership roles at WestRock Company, Sherwin-Williams, and GE Plastics. David’s team has quickly implemented the strategies, operating model, and cultural elements needed to drive continued growth and innovation. Supporting David is a talented leadership team that averages approximately 25 years of experience, primarily in advanced materials and specialty chemicals. In addition, the company is supported by an experienced, knowledgeable, and independent Board of Directors.
Solstice has a history of over 130 years of innovation and industry leadership. At the same time, Solstice’s spin-off into an independent company can enable it to achieve the agility of a start-up, responding quickly to current and future customer needs through investments in high-return organic growth projects and bolt-on acquisitions. In addition to funding projects that support near-term growth, Solstice intends to increase its R&D spending and further its work on the boundaries of science to develop the next generation of industry-leading materials and chemicals.
At its heart, Solstice is a pioneering company, with a proud history but an even brighter future thanks to its great people and differentiated technologies. We look forward to sharing many stories of our growth and innovation over the coming years.
Sincerely,
Dr. Rajeev Gautam
Chairman of the Board
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Message From Our
Chief Executive Officer
Having completed our spin-off from Honeywell on October 30, 2025, Solstice Advanced Materials is advancing toward our goal of becoming the world’s premier specialty materials company. And we’re just getting started.
We are excited about our prospects for growth. Solstice sits at the inflection point of several secular trends that we believe will fuel growth well in excess of global GDP in their respective markets over the coming decade and beyond. For example:
Environmental and energy evolution. The nuclear industry is projecting tremendous growth over the next 25 years. We are well-positioned as the sole U.S. supplier of uranium hexafluoride (UF₆) – a critical and irreplaceable component in the production of nuclear fuel – and we are in the process of expanding our production capacity. In addition, we have a strong IP-protected portfolio of low global warming potential refrigerants, blowing agents, aerosols, and solvents that help customers achieve high performance and energy efficiency while complying with government regulations. Our portfolio of Solstice-branded hydrofluoroolefin (HFO) technologies represent the outcome of $1 billion of investment in research, development, and new capacity to help businesses transition to a lower-carbon future while delivering outstanding performance. Our HFOs support a wide array of applications and industries, including supermarkets, cold storage, food processing, chillers, heat pumps, and comfort cooling and heating.
Growth of advanced computing. Advanced computing and the overwhelming demand for AI are expected to drive double-digit growth in demand for both data center capacity and high-performance semiconductor chips over the coming decade. Solstice has a wide array of specialty materials to support the increasing demands for ever-smaller and more powerful semiconductor chips as well as solutions to cool both these chips and data centers. We recently announced a $200 million investment at our Spokane Valley, Washington, facility that is expected to double our production capacity by 2029 for sputtering targets that are essential to support next-generation semiconductor chips.
Personal safety and defense. Our advanced Spectra® fiber and composites have been used in bullet-resistant materials to protect military and law enforcement personnel for over three decades, and demand for Spectra materials continues to grow as countries around the globe prioritize defense spending. We recently announced a $220 million-plus investment in partnership with the Commonwealth of Virginia to expand Spectra production capacity to support surging demand across defense and industrial markets.
Improving health outcomes. We also have an array of solutions to meet the demands of the growing health care industry for advanced materials that support next-generation medical applications. Our right to win includes offerings such as low global warming potential metered-dose inhalers, medical packaging, and high-purity research chemicals in support of lab science and medical discovery.
We have a 130-year history of solving complex challenges that our customers face every day. Our biggest competitive advantage is our people and the sheer level of expertise they bring to their jobs. We have over 300 technologists and engineers worldwide working on the boundaries of science and a portfolio of over 5,700 patents and pending applications. We have an unmatched ability to collaborate with our customers around the world on the solutions they need to serve their respective markets. We have a proven track record of executing on those solutions at scale – whether they are specialty materials or chemicals – and meeting the most exacting quality standards.
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SOLSTICE AS AN INDEPENDENT COMPANY
Solstice has greatly benefited from its experience operating within Honeywell. From 2017 through 2025, our business achieved a compounded annual sales growth rate of 4.5%, with market-leading margins and return on invested capital. (See Figure 1.) This organic growth was achieved through broad economic cycles, including challenging macroeconomic periods at times. The resilient performance of this business provided a strong foundation for its successful spin-off from Honeywell. In turn, Solstice as an independent company is well positioned to unleash our potential by investing in our customers and in our accelerated growth.
With nearly $4 billion in sales and approximately 4,100 employees worldwide, Solstice goes to market through two reportable segments, Refrigerants and Applied Solutions (“RAS”), and Electronic and Specialty Materials (“ESM”). Together, these businesses sell into approximately 120 countries and territories around the world and serve over 3,000 customers. Our customer set is diverse, with our largest customer accounting for less than 3% of our sales in 2025.
We also have a very strong balance sheet, with net leverage of approximately 1.5 times and strong cash flow. We have implemented a rigorous capital deployment process that will prioritize investments in high-return organic growth projects, supported by our robust new product pipeline. In addition, we will look for bolt-on acquisitions and M&A in adjacent markets and technologies that add to our portfolio to unleash other opportunities for growth. Should there be excess capital, we will look at opportunities to return capital to shareowners such as our first quarterly dividend payment in March 2026.
We believe that Solstice – as an independent company – will be able to be more responsive to customer needs and to make investments that directly benefit customers by helping solve their challenges. We have 20 manufacturing sites around the world, many of which also contain research and development teams. These sites are located close to our customers and are supported by four dedicated research and development centers. In the United States, approximately 95% of our sales are manufactured in the United States. Internationally, approximately 70% of our sales are manufactured in the countries where our customers are.
Our customers rely on us for assurance of supply, and we have delivered consistently to their expectations. We align with blue chip customers that are leaders in their space, and we work with them over multiple years on projects that reflect an understanding of what they need to win now and in the future.
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SOLSTICE OPERATING MODEL AND CULTURE
To ensure we have the rigor and discipline to meet our goals as a growth and innovation company, we are implementing a fit-for-purpose operating model. This model links the various elements of our organization ranging from R&D to our commercial teams to our manufacturing sites to our integrated supply chain and other support functions with a common purpose of supporting our customers.
Bringing new products to market is a critical element of our growth strategy. We are increasing our spending on R&D to further enable our team to deliver solutions that address our customers’ needs. We are working not only on today’s technical challenges but also on the challenges our industries will face in the future, with the objective of capturing both organic growth within our current markets and growth through adjacent markets. We have often solved a problem in one industry with an innovative, IP-protected technology and then leveraged our solution in another industry to help another set of customers.
Also, among our first priorities since separating from Honeywell has been to define and reinforce a strong culture within Solstice that makes us a great place to work and empowers every employee to make the right decisions to serve our customers and grow our company. To define the culture we aspire to and the type of company we want to be, we gathered input from employees and directors throughout the company and benchmarked ourselves against others in our industry. Our resulting Mission, Values, and Behaviors reflect the degree of customer focus, agility, purposeful collaboration, and innovation we intend to bring to our daily work – all underpinned by a commitment to integrity, employee empowerment, and leadership through trust and humbleness. (See Figure 2.)
Figure 2: Solstice’s Mission, Values, and Behaviors
Across the organization, safety is at the cornerstone of everything we do. The safety of our employees and the protection of the environments in which we work is always top priority. In addition, we consistently emphasize the need for integrity and compliance at all levels of the organization. Every year, each Solstice employee must certify their compliance with our Code of Business Conduct. We make it clear to everyone that if we cannot do something the right way, we won’t do it.
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Our cultural principles are a great fit with where Solstice is heading, and our employees have responded positively. Getting our culture right means everybody at Solstice can understand how they contribute to our success.
IN CONCLUSION
As we move into our first fiscal year of independent operations, Solstice is well positioned to be a differentiated company, both in our technologies and in the unique capabilities of our workforce. Many of the industries we support are expected to grow faster than GDP. Everything we do is underpinned by our collaborative relationships with customers, our outstanding workforce, and our strong intellectual property platform.
At Solstice, we have a long history of innovation and compelling leadership positions in extremely attractive markets to serve. We could not be more excited about the future of our company.
Sincerely,
David Sewell
President and Chief Executive Officer
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Notice of Annual Meeting
of Shareowners
MEETING DETAILS
| DateMay 22, 2026 | Time10:30 a.m. EDT | Placewww.virtualshareholdermeeting.com/SOLS2026The meeting will be held in virtual format only. Please see page 93 of the Proxy Statement for additional details. | Record DateClose of business on March 23, 2026 |
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MEETING AGENDA
| 1 | Election to the Board of Directors of four Class I director nominees listed in the Proxy Statement for a two-year term expiring at the 2028 Annual Meeting of Shareowners |
| 2 | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 |
| 3 | An advisory, non-binding vote to approve executive compensation |
| 4 | An advisory, non-binding vote to approve the frequency of the advisory vote on executive compensation |
| 5 | Transact any other business that may properly come before the meeting |
| Vote by TelephoneIn the U.S. or Canada, you can vote your shares by calling 1-800-690-6903. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. | Vote by InternetYou can vote your shares online at www.proxyvote.com. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. | Vote by ScanningYou can vote your shares online by scanning the QR code on your Notice of Internet Availability or proxy card. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. Additional software may need to be downloaded. | Vote by MailYou can vote by mail by marking, dating, and signing your proxy card or voting instruction form, and returning it in the postage-paid envelope. | Vote During the Virtual Meeting of ShareownersYou can vote your shares during the virtual meeting. You will need the 16-digit control number on the Notice of Internet Availability or your proxy card. |
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IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
The Securities and Exchange Commission’s “Notice and Access” rule enables Solstice to deliver a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) to shareowners in lieu of a paper copy of the Proxy Statement and related materials, including the Annual Report to Shareowners. The Notice of Internet Availability contains instructions on how to access the Proxy Statement and Annual Report to Shareowners and how to vote online.
Shares cannot be voted by marking, writing on, and/or returning the Notice of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes.
Solstice encourages shareowners to vote promptly as this will save the expense of additional proxy solicitation. Shareowners of record on the record date are entitled to vote prior to the meeting by telephone, by mail, online at www.proxyvote.com, or by scanning the QR code on your proxy card or Notice of Internet Availability and to vote online at the virtual meeting.
MEETING ADMISSION
You are entitled to attend the virtual Annual Meeting of Shareowners, vote, and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/SOLS2026 and entering 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. You will only be entitled to vote and submit questions at the Annual Meeting if you are a shareowner as of the close of business on March 23, 2026, the record date. More details on how to participate in this year’s virtual Annual Meeting can be found under “Virtual Annual Meeting” beginning on page 93.
This Notice of Annual Meeting of Shareowners and related proxy materials are being distributed or made available to shareowners beginning on or about April 2, 2026.
By Order of the Board of Directors,
Brian Rudick
Senior Vice President, General Counsel, and Corporate Secretary
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| About Solstice | 1 |
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| 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 |
Reconciliation, notes, and definitions of non-GAAP financial measures used in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement, other than as part of disclosure of target levels, can be found on page 69 or in Appendix A.
Unless the context otherwise requires, the terms “Solstice,” the “Company,” “we,” “our,” and “us” refer to Solstice Advanced Materials Inc. and its subsidiaries.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.