MANITOWOC INC (MTW)
Sector: Industrials
2026 Annual Meeting Analysis
MANITOWOC INC · Meeting: May 5, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Bélec has served since 2019, giving her full overlap with Manitowoc's severe 3-year stock underperformance — the stock fell 35% while the company's own compensation peer group rose 43% on average, a gap of 78 percentage points that far exceeds our 20-percentage-point trigger for companies with negative absolute returns, and the 5-year record does not rescue the picture.
Ms. Davis has served since 2021, covering the bulk of Manitowoc's period of severe underperformance relative to its own peer group — a 78-percentage-point gap against peers over three years — and the 5-year comparison similarly fails to clear the threshold, so the policy trigger applies.
Mr. Krueger has been on the board since 2004, giving him the longest tenure of any director during Manitowoc's sustained underperformance, and as Non-Executive Board Chair bears particular responsibility for governance outcomes; the stock's 78-percentage-point 3-year gap versus peers is severe, the 5-year record does not improve the picture, and he additionally sits on two other public company boards.
Mr. Malone has served since 2021, overlapping meaningfully with Manitowoc's period of deep underperformance versus peers, and the 5-year comparison confirms this is not a transient trough, so the TSR trigger applies.
Mr. Myers has served since 2016, giving him full overlap with Manitowoc's sustained multi-year underperformance against its peer group, with a 78-percentage-point 3-year gap that is not rescued by the 5-year record.
Mr. Ravenscroft has served as both CEO and director since 2020, giving him substantial overlap with the company's severe underperformance — down 35% while peers rose 43% over three years — and as CEO he bears direct responsibility for operational outcomes; the policy applies the same TSR trigger to executive directors independently of the Say on Pay vote.
For Analysis
Mr. Gwillim joined the board in 2024 and falls within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; he has not had sufficient time to influence the company's performance trajectory.
Mr. Rourke joined the board in January 2026 and is within the 24-month new-director exemption; as a sitting CEO he holds only one outside public board seat (Manitowoc), which is within the policy's limit of fewer than two outside seats for sitting CEOs.
Mr. Wood joined the board in January 2026 and is within the 24-month new-director exemption; as a sitting CEO he holds only one outside public board seat (Manitowoc), which is within the policy's limit.
Seven of nine nominees receive an AGAINST vote due to severe, sustained stock underperformance — Manitowoc's shares fell 35% over three years while the company's own compensation peer group rose 43%, a 78-percentage-point gap that far exceeds the 20-point trigger for companies with negative absolute returns. The two newest directors (Rourke and Wood, both joined January 2026) are exempt from the trigger as they have served fewer than 24 months. The 5-year record (-47% for MTW vs. +25% peer median) confirms the underperformance is not transient, so the 5-year mitigant does not apply.
Say on Pay
✓ FORCEO
Aaron H. Ravenscroft
Total Comp
$5,052,437
Prior Support
83%%
The prior year Say on Pay vote received 83% support, well above the 70% threshold that would require visible changes. The CEO's total reported compensation of approximately $5.05 million is below the target of $6.12 million disclosed in the proxy, reflecting actual pay-for-performance alignment (STIP paid out at 70% of target and equity values declined with the stock price). The pay mix is strong — 83% of CEO target pay is variable and at-risk — and the company maintains a meaningful clawback policy and uses multiple performance metrics including relative TSR, so the pay structure itself meets policy standards even though the stock has underperformed.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,807,000
Non-Audit Fees
$47,250
Non-audit fees (tax fees of $47,250) represent approximately 2.6% of audit fees ($1,807,000), well within the 50% threshold; Deloitte is a Big 4 firm appropriate for a company of Manitowoc's size and complexity; auditor tenure is not disclosed in the proxy but the trigger requires confirmed data to fire, so no negative tenure flag applies.
Overall Assessment
The 2026 Manitowoc ballot presents a significantly troubled governance picture: seven of nine director nominees receive an AGAINST vote because the stock has fallen 35% over three years while the company's own compensation peer group rose 43%, a gap nearly four times the policy trigger threshold, and the 5-year record confirms this is sustained underperformance rather than a temporary dip. The auditor ratification and Say on Pay votes both pass policy screens — non-audit fees are negligible and the pay structure is genuinely performance-linked with prior-year shareholder support at 83% — but the director accountability concern dominates the ballot.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing