Sector: Industrials
ALLISON TRANSMISSION HOLDINGS INC · Meeting: May 6, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
To elect nine directors to serve until the 2027 annual meeting of stockholders
Director since February 2019; ALSN's 3-year total return of 181.3% outperforms the company's disclosed peer group median of 51.1% by +130.2 percentage points, well above the 65-point trigger threshold for strong-positive TSR, so no TSR underperformance flag applies; no overboarding, attendance, independence, or other governance concerns identified.
Director since May 2022; ALSN's 3-year outperformance versus the disclosed peer group (+130.2pp) far exceeds the 65pp trigger threshold, so no TSR concern applies; Barbour is a sitting CEO at ADS and holds only one outside public board seat (Allison), within the two-outside-board limit for sitting CEOs; no other governance flags identified.
Director since August 2022; strong peer-relative TSR performance removes any underperformance concern; serves on Broadwind board (one outside seat as a non-CEO), no overboarding; no independence or attendance issues identified.
Director since August 2014; ALSN's strong 3-year outperformance versus peers eliminates any TSR trigger; serves on Brunswick and Corteva boards (two outside seats total), within the four-board limit for non-executive directors; no other governance concerns identified.
CEO and director since May 2018; as an executive director he is subject to the same TSR test as all other directors, but ALSN's +130.2pp outperformance versus the peer group median far exceeds the 65pp trigger threshold, so no TSR-based against vote is warranted; the Say on Pay analysis also supports the overall compensation program.
Director since November 2018; ALSN's peer-relative TSR is strongly positive, well above the trigger threshold; serves on Enviri Corporation board (one outside seat), no overboarding; no independence, attendance, or qualifications concerns identified.
Director since August 2022; strong TSR outperformance versus the disclosed peer group clears the policy threshold by a wide margin; no overboarding or other governance flags; brings relevant technology and automotive expertise to the board.
Director since August 2022; ALSN's 3-year TSR outperformance versus peers is +130.2pp, well above the 65pp trigger; serves on Almonty Industries board (one outside seat), no overboarding; relevant defense industry expertise aligns with Allison's defense end market.
Director since August 2022; serves on Ranger Energy Services and Stem Inc. boards (two outside seats), within the four-board limit; strong ALSN peer-relative TSR eliminates any underperformance trigger; qualifies as audit committee financial expert with extensive CFO and finance background.
All nine director nominees receive a FOR vote. Allison's 3-year total shareholder return of 181.3% outperforms the company's disclosed compensation peer group median of 51.1% by +130.2 percentage points, which far exceeds the 65-percentage-point trigger threshold applicable when a company's absolute 3-year return is above 20%. No director is overboarded, and all committees are composed entirely of independent directors with no attendance concerns disclosed.
CEO
David S. Graziosi
Total Comp
$8,028,346
Prior Support
93%%
CEO total compensation of $8,028,346 is within a reasonable range for a company of Allison's size (~$9.9B market cap) in the industrial/consumer cyclical sector, and approximately 80% of named executive officer pay was performance-based, well above the 50-60% policy threshold for variable compensation. The annual incentive paid out at only 65.38% of target because the company missed its revenue goal in a challenging year, demonstrating genuine pay-for-performance alignment rather than guaranteed payouts. The prior-year Say on Pay vote received 93% support, well above the 70% threshold that would require a negative response, and the company's 3-year total shareholder return of 181.3% strongly supports the above-benchmark incentive compensation earned through the performance unit program.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,364,250
Non-Audit Fees
$30,000
Non-audit fees of $30,000 represent approximately 1.3% of audit fees of $2,364,250, far below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Allison's size (~$9.9B market cap); auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are noted.
Allison Transmission's 2026 annual meeting ballot presents three standard proposals — director elections, auditor ratification, and Say on Pay — all of which receive FOR votes under the policy. The company's exceptional 3-year total shareholder return of 181.3% (outperforming its peer group median by over 130 percentage points), a pay program that genuinely paid out below target when revenue goals were missed, and clean auditor fee ratios provide a straightforward basis for supporting all management-backed proposals.
16 companies disclosed in 2026 proxy filing
