| Nominee | Forecast | Background |
|---|---|---|
Independent | HEALTHY Prior 96.7% 70808793100 | John W. Altmeyer served as CEO of GAF from January 2023 to January 2026 and was President and CEO of Carlisle Construction Materials from 1997 to September 2018. |
Independent | WATCH Prior 99.8% 70808793100 | Dahl has held various leadership roles at Toro since 2007, currently serving as Vice President, International Business & Strategy, overseeing operations in over 125 countries. Governance flag: Non-independent director on the Audit Committee |
Not independent | WATCH Prior 93.4% 70808793100 | Guzzi has been CEO since 2011 and previously served as COO from 2004, also holding a leadership role at Carrier Corporation prior to joining the Company. |
Independent | HEALTHY Prior 98.8% 70808793100 | From 2013 to 2015, Johnson was Managing Director and CEO of the Tennenbaum Institute of Enterprise Transformation at Georgia Tech. |
Independent | HEALTHY Prior 99.4% 70808793100 | |
Independent | WATCH Prior 97.9% 70808793100 | From 2011 to May 2017, McEvoy served as CEO of Oceaneering International, Inc., a global provider of engineered services to the offshore oil and gas industry. |
Independent | HEALTHY Prior 99.3% 70808793100 | William P. Reid served as CEO of Ohmstede Ltd. and EMCOR Industrial Services, leading Ohmstede's acquisition by EMCOR in 2007. |
Independent | WATCH First-time at this board · prior vote history at other boards | Pat Roche has served as CEO of Moog since 2023 and previously held leadership roles including Executive Vice President and Chief Operating Officer from 2021 to 2023. |
Independent | WATCH Prior 99.1% 70808793100 | Schwarzwaelder served as a Director at McKinsey & Company for 27 years and held board positions at Cardinal Logistics Holdings, Dana Corporation, Nexeo Solutions, and MW Industries, Inc. Governance flag: Non-independent director on the Compensation Committee |
Independent | — | Walker-Lee served as Executive Vice President and General Counsel of TRW Automotive from 2010 to 2015 and held various leadership roles at General Motors from 2002 to 2010. |
| #1 | Election of Directors Filed by the board · Board recommends For Election of nine director nominees named in the proxy to serve until the next annual meeting and until their successors are duly elected and qualified. |
| #2 | Non-binding advisory vote on named executive officer compensation Filed by the board · Board recommends For A non-binding, advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related disclosures. Detail ›This non-binding management proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation as disclosed in the Compensation Discussion and Analysis and related tables and narrative. Management seeks this advisory approval to confirm stockholder support for its pay programs and to inform the Compensation Committee’s future design decisions; the Board emphasizes that incentives are structured to attract and retain executives and align pay with performance. The Company’s program mixes short-term cash incentives tied to adjusted diluted earnings per share and a cash-flow-to-operating-income metric with longer-term incentives under an LTIP that includes time-based restricted stock units (cliff vesting) and multi-year EPS-based cash awards, which together are intended to align management outcomes with stockholder value creation. The proxy discloses risk-mitigation features including caps on payout, vesting schedules, clawback/recoupment policy, and oversight by an independent Compensation Committee and external consultant (Mercer). The filing notes that the Compensation Committee may exercise negative discretion but waived that discretion for 2025 awards, and that in 2025 compensation outcomes reflected strong financial performance with maximum incentive payouts and significant LTIP payments tied to a three-year measurement period. The advisory vote is non-binding; however, management has stated it values the outcome and will consider voting results in future policy adjustments, and the Company previously received over 90% support on the advisory vote in 2025. For institutional investors evaluating this proposal, material considerations include the program’s explicit performance metrics, multi-year focus, independence of committee oversight, historical high shareholder support, potential areas of concern such as change-in-control and severance protections, and how compensation outcomes correlated with unusually strong EPS and TSR performance over recent years. |
| #3 | Ratification of Ernst & Young LLP as independent auditors Filed by the board · Board recommends For Ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026. |
| Holder | % of shares | Position value |
|---|---|---|
| VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | $2.14B |
| VANGUARD PORTFOLIO MANAGEMENT LLC | 4.50% | $1.48B |
| STATE STREET CORP | 4.35% | $1.43B |
| BlackRock, Inc. | 4.29% | $1.41B |
| FMR LLC | 4.13% | $1.36B |
| GEODE CAPITAL MANAGEMENT, LLC | 3.00% | $981M |
| BlackRock, Inc. | 2.32% | $762M |
| AQR CAPITAL MANAGEMENT LLC | 2.05% | $663M |
| VICTORY CAPITAL MANAGEMENT INC | 1.69% | $555M |
| FIRST TRUST ADVISORS LP | 1.42% | $465M |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
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