Qnity Electronics (Q) Proxy filing summary

Executive summary

• Achieved 10% net sales growth to $4.75B, 11% adjusted pro forma operating EBITDA growth to $1.4B, and 12% adjusted pro forma EPS growth to $3.35 in 2025, following a spin-off from DuPont.

• Focused on innovation, operational excellence, and customer partnerships across the semiconductor value chain, with a strategy targeting 6-7% annual net sales growth and strong free cash flow conversion.

• Board emphasizes independent oversight, accountability, and alignment with shareholder interests, with a diverse and highly qualified director slate.

• Capital allocation priorities include reinvestment for organic growth, maintaining a strong balance sheet, and disciplined capital returns to shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors, an advisory say-on-pay vote, the frequency of future say-on-pay votes (recommended annually), and ratification of PricewaterhouseCoopers LLP as independent auditor.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR annual say-on-pay votes, and FOR auditor ratification.

• Proxy access allows groups of up to 20 shareholders owning 3%+ for 3 years to nominate up to 20% of the board.

Board of directors and corporate governance

• Board consists of 10 directors, 9 of whom are independent; features gender, ethnic, and international diversity.

• Board committees (Audit, People and Compensation, Nomination and Governance) are fully independent.

• Board leadership is separated, with an independent Chair and CEO.

• Classified board structure will phase out by 2028, after which all directors will be elected annually.

• Annual board and committee evaluations, robust codes of conduct, overboarding restrictions, and mandatory retirement at 75.