CARLISLE COMPANIES INC (CSL)
Sector: Industrials
2026 Annual Meeting Analysis
CARLISLE COMPANIES INC · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Palmer joined the board in January 2025, which is less than 24 months ago, so she is exempt from the TSR performance trigger; she brings over 35 years of building products and homebuilding experience directly relevant to Carlisle's core business, holds no apparent overboarding issues (one public board seat at Taylor Morrison), and attended all meetings in 2025.
Singh has served since December 2017 and CSL's 3-year absolute TSR of +50.3% is strong positive, requiring a 65-percentage-point gap versus the XLI ETF fallback benchmark to trigger a No vote — the actual gap is only -27.7pp, well below that threshold; he brings directly relevant building products CEO experience from AZEK and holds only one current outside public board seat (James Hardie), so no overboarding concern applies.
Both nominees pass all policy screens: neither is overboarded, both have relevant qualifications, all directors attended 100% of meetings in 2025, and CSL's strong positive 3-year TSR of +50.3% means the ETF underperformance gap of -27.7pp is far below the 65pp threshold required to trigger a No vote for companies with strong positive absolute returns.
Say on Pay
✓ FORCEO
D. Christian Koch
Total Comp
$11,359,438
Prior Support
77%%
The prior year say-on-pay vote received approximately 77% support, which is above the 70% threshold that would require visible remediation — the company engaged with shareholders representing 60% of shares outstanding and explained the one-time success payment that drove the dip, and shareholders were satisfied with the explanation. The CEO's total compensation of approximately $11.4 million is within a reasonable range for a CEO of a $14.4 billion market cap industrial company, the pay mix is heavily performance-oriented (roughly two-thirds of total pay comes from stock options, performance shares tied to relative TSR versus the S&P MidCap 400, and restricted shares), and nearly all named executives received zero annual cash bonus in 2025 because the company missed its performance targets, demonstrating that the pay-for-performance structure is actually working. The clawback policy meets SEC and NYSE requirements, performance share vesting is tied to meaningful multi-year relative TSR metrics, and no structural red flags are present.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose the specific fee breakdown table in the text provided, so the non-audit fee ratio cannot be calculated — per policy, when tenure is not disclosed or cannot be confirmed, the tenure trigger does not fire; Deloitte is a Big 4 firm fully appropriate for a $14.4 billion market cap industrial company; no material restatements are disclosed, so all policy screens pass and the default FOR vote applies.
Overall Assessment
The 2026 Carlisle Companies annual meeting ballot is straightforward with three standard proposals — director elections, say-on-pay, and auditor ratification — and no stockholder-submitted proposals. All three proposals pass policy screens and receive FOR votes: the director nominees are qualified and not overboarded, the company's strong 3-year TSR of +50.3% means performance-related triggers do not apply, and the executive compensation program demonstrates genuine pay-for-performance discipline with most executives receiving zero cash bonus in 2025 due to missed targets.