HEICO CORP (HEI)
Sector: Industrials
2026 Annual Meeting Analysis
HEICO CORP · Meeting: March 13, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Proposal to Elect Directors (Proposal No. 1)
New director appointed December 2025, well within the 24-month exemption window, with strong aerospace industry credentials from his 30+ year career at Eaton Corporation.
Director since 2014 with deep aerospace and defense industry experience; HEICO's 3-year stock gain of 68.6% is strong positive territory and the 19.0pp gap versus peer median does not reach the 50pp threshold required to trigger a no vote.
Director since 2022 with relevant banking and aviation finance background; her tenure is relatively short and the TSR underperformance versus peers does not breach the 50pp trigger for strong-positive-TSR companies.
Director since 2011 with extensive finance, banking, and public company CEO experience; serves as audit committee financial expert, and the TSR gap versus peers at -19.0pp is well within the 50pp threshold.
Director since 2008 with legal and corporate governance expertise; attends 100% of meetings and the TSR underperformance of 19.0pp does not trigger the 50pp threshold applicable to companies with strong positive 3-year returns.
Co-CEO and director since 1992 with deep operational expertise as architect of HEICO's Flight Support Group; TSR underperformance of 19.0pp versus peer median does not breach the 50pp trigger for strong-positive-TSR companies, and no other policy flags apply.
Co-CEO and director since 1996 who founded HEICO's Electronic Technologies Group; TSR underperformance of 19.0pp versus peer median does not breach the 50pp trigger, and no other policy flags apply.
Director since 2014 with broad finance, wealth management, and private equity expertise; 100% meeting attendance and the TSR gap does not meet the trigger threshold.
Director since 1984 with deep science, technology, and senior management experience; the TSR underperformance of 19.0pp does not reach the 50pp threshold required to trigger a no vote for a company with strong positive 3-year returns.
All nine nominees pass the policy screens. HEICO's 3-year stock return of +68.6% is solidly positive, and the 19.0pp gap versus the compensation peer group median falls well short of the 50pp underperformance threshold that applies when a company has delivered strong positive returns. All directors attended 100% of meetings, no overboarding issues are present, the board publishes a skills matrix, and the audit committee has a designated financial expert. The two family-member directors (Eric and Victor Mendelson) are inside directors explicitly designated as non-independent, consistent with their executive roles, and neither sits on the audit or compensation committee.
Say on Pay
✓ FORCEO
Eric A. Mendelson
Total Comp
$13,029,835
Prior Support
95%%
Shareholders gave HEICO's pay program an overwhelming 95% approval rate at the 2025 annual meeting, reflecting strong investor satisfaction. The company has made meaningful improvements in response to prior shareholder feedback — stock options granted to executives in fiscal 2025 now vest only if HEICO grows net income by at least 5% per year, and the long-term retirement plan contributions were similarly tied to performance conditions, addressing two key concerns raised by investors in prior years. Eric Mendelson's total compensation of approximately $13 million, while substantial, is broadly consistent with expectations for a Co-CEO of a $40 billion aerospace and defense company that delivered record revenues of $4.5 billion, 24% operating income growth, and a 68.6% three-year stock return; the pay mix includes roughly 64% in long-term components and meaningful performance-based elements, and the company has a clawback policy in place.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
35 yrs
Audit Fees
$4,821,973
Non-Audit Fees
$383,330
Deloitte has served as HEICO's auditor since 1990, a 35-year relationship that exceeds our 25-year tenure threshold. The non-audit fee ratio is well within acceptable limits (roughly 8% of audit fees), and there are no material restatements, but the proxy provides no specific rationale — such as a recent lead partner rotation plan or exceptional audit quality disclosure — that would justify continuing with an auditor that has been in place for three and a half decades. Long auditor tenures raise concerns about whether the auditor is truly independent and willing to challenge management, which is why we apply this threshold.
Overall Assessment
The 2026 HEICO annual meeting presents three proposals: a director election slate of nine candidates, an advisory vote on executive compensation, and ratification of the auditor. The director election and say-on-pay proposals both pass our policy screens and earn FOR recommendations; however, we recommend AGAINST ratifying Deloitte & Touche LLP solely because the firm's 35-year continuous tenure as auditor far exceeds our 25-year threshold and no compelling justification for continued engagement is disclosed in the proxy.
Compensation Peer Group
10 companies disclosed in 2026 proxy filing