Form 4: Mativ Director Defers Compensation into Phantom Stock

Mativ Holdings Director William M. Cook increased his indirect beneficial ownership by deferring quarterly retainers and dividends into phantom stock units.

Summary

• William M. Cook, a Director at Mativ Holdings, Inc. (MATV), reported changes in his beneficial ownership.
• He deferred his Q2 quarterly meeting retainer and committee retainers, acquiring 2,108 phantom stock units on July 1, 2025.
• In-kind dividends resulted in the acquisition of 439 phantom stock units on October 1, 2025.
• His Q3 quarterly meeting retainer and committee retainers were also deferred, leading to the acquisition of 1,271 phantom stock units on October 1, 2025.
• These phantom stock units convert to common stock upon his retirement from the Board or termination as a Director, in accordance with the Company's Non-Employee Directors Deferred Compensation Plan.
• Following these transactions, Cook directly owns 26,436 shares of common stock and indirectly beneficially owns 56,924 phantom stock units.

Sentiment

Score: 7

Explanation: The deferral of director compensation into phantom stock units indicates a positive alignment of the director's interests with the company's long-term performance and shareholder value. It suggests confidence in the company's future prospects.

Positives

• Director William M. Cook elected to defer compensation into phantom stock, indicating continued alignment of his interests with those of shareholders.
• The deferral mechanism is part of a formal Non-Employee Directors Deferred Compensation Plan, suggesting structured corporate governance.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The filing reports actions taken by Director William M. Cook in accordance with the company's Non-Employee Directors Deferred Compensation Plan.

Industry Context

Deferral of director compensation into company equity is a common practice across various industries, aligning director incentives with long-term shareholder value. This practice is generally viewed favorably as it demonstrates confidence in the company's future.

Comparison to Industry Standards

• Deferring director compensation into phantom stock is a standard corporate governance practice, aligning director interests with shareholder value. Many public companies, such as Apple Inc. (AAPL) and Microsoft Corp. (MSFT), offer similar equity-based compensation plans for their non-employee directors to foster long-term commitment and performance alignment.

Corporate Governance

Related Party Transactions

• William M. Cook, a Director, deferred his compensation and dividends into phantom stock units of Mativ Holdings, Inc., which constitutes a transaction between a related party (director) and the company.

Stakeholder Impact

• Shareholders: The deferral of director compensation into equity aligns the director's financial interests with those of shareholders, potentially fostering long-term value creation.
• Director (William M. Cook): His compensation structure now includes a greater equity component, tying his personal wealth more directly to the company's stock performance.

Next Steps

• The phantom stock units will convert to common stock upon William M. Cook's retirement from the Board or termination as a Director.

Key Dates

Recommendation

The filing reports routine director compensation deferrals into phantom stock, which is a positive sign of alignment but does not provide new information warranting a change in investment recommendation. It reinforces a 'hold' stance for investors already in Mativ Holdings, Inc. (MATV), as it indicates continued director confidence without presenting new catalysts for significant upside or downside.

Keywords

Mativ Holdings, MATV, Form 4, Insider Trading, Beneficial Ownership, Phantom Stock, Deferred Compensation, Director Compensation, William M. Cook, SEC Filing