Sector: Industrials
POWER SOLUTIONS INTERNATIONAL INC · Meeting: July 23, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Zhang has served since March 2023 (less than 24 months at the time of the 3-year measurement window) and brings over 20 years of engine industry experience; the TSR trigger does not fire given PSIX's extraordinary 3-year return of 1,229% versus the XLI ETF fallback benchmark, which outperforms by over 1,151 percentage points, far exceeding any threshold.
Yang joined in October 2025, well within the 24-month new-director exemption, and no TSR or other policy trigger applies; he brings extensive executive experience in the power and engines industry.
Simpkins has served since 2017 and chairs the Audit Committee with clear financial expertise as a former CFO and CPA; PSIX's 3-year TSR of 1,229% vastly exceeds the XLI ETF benchmark by over 1,151 percentage points, so the TSR underperformance trigger does not apply.
Shea joined in July 2025, well within the 24-month new-director exemption, and no TSR or other policy trigger applies; she brings substantial finance, auditing, and risk management experience.
He has served since 2019 and chairs the Compensation Committee with clear financial expertise as a certified management accountant and CPA; PSIX's exceptional 3-year TSR far exceeds the XLI benchmark, so no TSR underperformance trigger applies.
Jin joined in October 2025, well within the 24-month new-director exemption, and no TSR or other policy trigger applies; he brings experience in international sales and operations in the power and engine industry.
Yu has served since July 2023 (approximately 36 months), bringing accounting and finance experience from multiple engine manufacturer roles; PSIX's 3-year TSR of 1,229% outperforms the XLI ETF benchmark by over 1,151 percentage points, so the TSR trigger does not apply.
All seven director nominees receive a FOR vote. PSIX's 3-year total shareholder return of approximately 1,229% massively outperforms the XLI industrials ETF fallback benchmark (the proxy discloses no named compensation peer group) by over 1,151 percentage points — far exceeding even the most conservative trigger threshold of 30 percentage points — so no TSR-based concerns apply to any director. Three nominees (Yang, Shea, Jin) are exempt from the TSR trigger entirely as they joined within the past 24 months. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
C. Dino Xykis
Total Comp
$2,425,216
Prior Support
N/A
The CEO's total reported compensation of $2,425,216 for 2025 is reasonable for an industrial company of PSIX's market cap and consists primarily of variable pay (salary of $598,276 is roughly 25% of total, well below the 40% fixed-pay threshold). However, the Long-Term Incentive plan structure deserves scrutiny because 50% of the LTI target amount is guaranteed and not tied to any performance condition — meaning that portion is effectively fixed pay dressed as a performance incentive — which is a yellow flag under policy. Despite this structural concern, the company delivered exceptional 2025 results (revenue of $704.7 million and pre-tax income of $103.4 million, both exceeding the 300% and 277% targets respectively), the KPI plan paid out based on clearly disclosed, measurable metrics with genuine threshold/target/maximum structure, and the company maintains a compliant clawback policy; on balance, the pay-for-performance alignment is strong given the company's extraordinary stock performance (3-year TSR of 1,229%) and the variable incentive payout is justified by actual business results.
Auditor
BDO USA, P.C.
Tenure
N/A
Audit Fees
$1,439,335
Non-Audit Fees
$0
BDO charged only audit fees of $1,439,335 in 2025 with zero non-audit, tax, or other fees, so the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. BDO is a large national firm appropriate for a company of PSIX's size and complexity.
This is a straightforward annual meeting ballot with no contested elections or major governance concerns. All seven director nominees receive a FOR vote supported by PSIX's extraordinary 3-year total shareholder return of 1,229% (over 1,151 percentage points above the XLI industrials ETF benchmark), the auditor receives a clean FOR vote with zero non-audit fees, and the say-on-pay vote also receives a FOR despite a structural concern about the guaranteed portion of the long-term incentive plan, because actual 2025 business performance strongly justified the variable payouts.
