Sector: Industrials
PACCAR INC · Meeting: April 28, 2026
Directors FOR
11
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
John M. Pigott is the brother of Mark C. Pigott, who serves as Executive Chairman of the Company — a familial relationship to senior management that is a disqualifying factor under the voting policy regardless of his relevant experience or substantial stock ownership.
For Analysis
PACCAR's 3-year total shareholder return of 75.4% outpaces the S&P 500 (^GSPC — S&P 500) by +12.9 percentage points, well below the 65pp threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns identified.
Joined in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; brings strong CFO and finance credentials from Chevron and serves on two other boards (Southwest Airlines and Clorox), which is within the four-board limit for non-executive directors.
Long-tenured independent director with chartered accountant credentials and extensive international finance experience; TSR trigger does not apply as PACCAR's 3-year outperformance of the ^GSPC — S&P 500 is only +12.9pp, well below the 65pp threshold.
CEO and executive director since 2019; PACCAR's 3-year TSR of 75.4% outperforms the ^GSPC — S&P 500 by +12.9pp, far short of the 65pp threshold required to trigger an against vote for a director with strong positive absolute returns; also serves on Deere & Company board (one outside seat), within policy limits for a sitting CEO.
Independent director since 2008 with strong industrial manufacturing and CEO experience; serves on two other public boards (NextEra Energy and L3Harris), within the four-board limit; TSR trigger does not apply given strong relative outperformance.
Joined in 2024, within the 24-month new-director exemption; brings deep CFO and semiconductor finance expertise; no policy concerns identified.
Director since 2023, within the 24-month new-director exemption window; brings extensive operational and business system expertise from Blackstone, Fortive, and Danaher; no policy concerns identified.
Joined in 2024, within the 24-month new-director exemption; brings strong Brazilian business leadership and agribusiness executive experience relevant to PACCAR's international operations; no policy concerns identified.
Director since 2021 with broad industrial and technology executive background; TSR trigger does not apply as PACCAR's 3-year outperformance of the ^GSPC — S&P 500 is only +12.9pp, well below the 65pp threshold; no other policy concerns identified.
Long-tenured Supervisory Board member at DAF Trucks N.V. (PACCAR subsidiary) since 2014, bringing deep European industrial and M&A expertise relevant to PACCAR's European truck operations; TSR trigger does not apply; no other policy concerns identified.
Independent lead director since 2020 with 35 years of global automotive executive experience; TSR trigger does not apply given strong relative outperformance versus the ^GSPC — S&P 500; no overboarding or other policy concerns identified.
Eleven of twelve director nominees receive a FOR vote. John M. Pigott is flagged AGAINST solely because he is the brother of Executive Chairman Mark C. Pigott — a familial relationship to senior management that raises independence concerns under the voting policy. All other nominees pass TSR, overboarding, attendance, and qualifications screens; PACCAR's 3-year total shareholder return of 75.4% outperforms the ^GSPC — S&P 500 by +12.9 percentage points, well below the 65pp threshold required to trigger against votes on tenure-overlapping directors.
CEO
R. P. Feight
Total Comp
$12,618,865
Prior Support
93%%
The prior year Say on Pay vote received over 93% support, well above the 70% threshold that would require action. The pay program is heavily performance-oriented — approximately 68% of target total compensation for named executives is variable and tied to annual net income goals and multi-year metrics including three-year net income growth, return on sales, return on capital, and total shareholder return versus peers — satisfying the policy's 50-60% minimum variable pay requirement. CEO total compensation of approximately $12.6 million in 2025 reflects a year in which the annual incentive paid out at only 62.7% of target due to below-target net income, demonstrating that the incentive structure is working as intended to align pay with results, and PACCAR's 3-year total shareholder return of 75.4% meaningfully outperforms the ^GSPC — S&P 500 by +12.9 percentage points, confirming that above-benchmark long-term incentive pay is justified by shareholder outcomes.
Auditor
Ernst & Young LLP (EY)
Tenure
N/A
Audit Fees
$9,900,000
Non-Audit Fees
$1,130,000
Non-audit fees (audit-related $0.86M plus tax $0.27M = $1.13M) represent approximately 11.4% of audit fees ($9.90M), well below the 50% threshold that would trigger a concern; EY is a Big 4 firm appropriate for a $58.5B market-cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy and no material restatements are identified.
Meeting held April 28, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| B. B. Hulit | 99.8% | 457.5M | 1.1M | ✓ Elected |
| B. A. Hill | 99.6% | 456.8M | 1.7M | ✓ Elected |
| D. A. Scheiter | 99.6% | 456.6M | 2.0M | ✓ Elected |
| L. A. S. Pretti | 99.4% | 455.7M | 2.8M | ✓ Elected |
| G. Ramaswamy | 99.4% | 455.6M | 2.9M | ✓ Elected |
| R. P. Feight | 99.3% | 455.6M | 3.2M | ✓ Elected |
| J. M. Pigott | 98.7% | 453.0M | 5.9M | ✓ Elected |
| M. C. Pigott | 98.2% | 450.4M | 8.4M | ✓ Elected |
| P. R. Breber | 97.2% | 445.6M | 13.0M | ✓ Elected |
| A. J. Carnwath | 95.4% | 437.4M | 21.2M | ✓ Elected |
| K. S. Hachigian | 95.1% | 436.0M | 22.5M | ✓ Elected |
| M. A. Schulz | 86.1% | 393.7M | 63.7M | ✓ Elected |
Say on Pay
For 432.0M · Against 25.8M · Abstain 1.3M
Auditor Ratification
For 459.3M · Against 22.0M · Abstain 484,701
PACCAR's 2026 annual meeting ballot contains three management proposals: director elections, Say on Pay, and auditor ratification. Eleven of twelve director nominees receive a FOR vote — John M. Pigott is flagged AGAINST due to his familial relationship with Executive Chairman Mark C. Pigott — while Say on Pay and EY's reappointment both earn FOR votes based on strong pay-for-performance alignment, a well-structured incentive program, and clean auditor fee ratios.
10 companies disclosed in 2026 proxy filing
