Independent
Tenure on this board
31.4 yrs
Also a director at
Lululemon Athletica Inc (LULU)Olaplex Holdings Inc (OLPX)
4 nominees · 3 ballot items.
Election of four directors for three-year terms; ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026; an advisory (non-binding) vote to approve the Company’s executive compensation; and consideration of other business properly brought before the meeting.
Elect four nominees (Martha A. Morfitt, Mark W. Sheahan, Andrea H. Simon and Kevin J. Wheeler) to the Board of Directors for three-year terms expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as Graco Inc.’s independent registered public accounting firm for the fiscal year 2026.
An advisory, non-binding proposal to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative in the Proxy Statement.
This non-binding management proposal asks shareholders to approve the Company’s executive compensation disclosures and program as presented in the proxy. Management is seeking an advisory endorsement to validate its compensation philosophy and program design, which emphasize pay-for-performance through a mix of base salary, short-term cash incentives tied to Net Sales and Incentive EPS, and long-term incentives delivered primarily as stock options. The Compensation Discussion and Analysis explains that short-term incentives were weighted 60% Net Sales and 40% Incentive EPS for 2025, with Incentive EPS excluding certain one-time acquisition and tax benefits, and that long-term incentives are intended to align executives’ interests with shareholders via option-based awards. The board and the Management Organization and Compensation Committee (MOCC) point to prior strong shareholder support (approximately 89% in recent say-on-pay votes) and to governance mechanisms—such as benchmarking to peer groups, independent compensation consultants, recoupment/recoupment policies, stock ownership guidelines, double-trigger change-in-control provisions, and annual MOCC risk reviews—as rationale for the program. The proposal is advisory and non-binding, but the Board commits to consider the voting outcome when evaluating future compensation decisions. Relevant context includes the Company’s consistent use of stock options as the sole long-term vehicle for decades, recent increases in executive payouts tied to above-target 2025 performance, and the MOCC’s explicit assessment that the compensation program does not encourage excessive risk-taking. For sophisticated evaluation, the proposal raises questions about reliance on a limited set of financial metrics (Net Sales and Incentive EPS), the exclusive use of options rather than a mix of equity vehicles, and the potential dilution from large option grants; the Board’s governance safeguards and historical shareholder approval mitigate, but do not eliminate, these concerns. Overall, a ‘for’ vote supports management’s view that the current mix and governance of executive pay appropriately aligns with long-term shareholder interests while a significant ‘against’ vote would signal investor concern about design or pay levels that the MOCC would need to address.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.91% | 9,802,564 | $830M |
| 2 | STATE STREET CORP | 4.82% | 7,995,352 | $677M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.80% | 7,962,957 | $674M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 7,383,240 | $625M |
| 5 | BlackRock, Inc. | 3.00% | 4,975,305 | $421M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.55% | 4,228,708 | $357M |
| 7 | MAIRS POWER INC | 2.30% | 3,815,684 | $323M |
| 8 | PineStone Asset Management Inc. | 2.18% | 3,625,540 | $307M |
| 9 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 2.05% | 3,407,890 | $288M |
| 10 | Fiera Capital Corp | 1.73% | 2,869,955 | $243M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.