REDWIRE CORP (RDW)
Sector: Industrials
2026 Annual Meeting Analysis
REDWIRE CORP · Meeting: May 20, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Dr. Brothers has served since September 2021 and the stock performance trigger does not apply — Redwire's 3-year price return of +240.3% outperforms the XLI sector ETF by +159.6 percentage points, well above the 65-point threshold required to trigger an against vote; he holds two public company board seats (RDW and DRS, plus YSS added January 2026) which does not reach the four-board overboarding limit, and he attended at least 75% of meetings in 2025.
Mr. Greene joined the board in July 2025, which is less than 24 months before the meeting date, making him fully exempt from the TSR underperformance trigger under the new-director exemption; he has relevant private equity and portfolio management experience appropriate for an industrial-sector company, and no overboarding, attendance, or independence concerns are identified.
Ms. Hayes joined the board in October 2025, which is less than 24 months before the meeting date, making her fully exempt from the TSR underperformance trigger; she has deep financial expertise — including former roles as Corporate Controller and Chief Accounting Officer at Intuit and Agilent — and has been designated an audit committee financial expert, satisfying the SEC qualification requirement for her audit committee chair role.
All three Class II director nominees receive a FOR vote. The company's 3-year stock return of +240.3% substantially outperforms the XLI sector ETF fallback benchmark by +159.6 percentage points, far exceeding the 65-point trigger threshold for the strong-positive TSR tier, so the TSR trigger does not fire for any director. The two newer nominees (Greene and Hayes) are additionally protected by the 24-month new-director exemption. No overboarding, attendance failures, or independence concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Peter Cannito
Total Comp
$4,432,562
Prior Support
N/A
This is the company's first Say on Pay vote (2026 proxy states shareholders will vote 'beginning in 2026'), so there is no prior-year support threshold to evaluate. CEO Peter Cannito's total reported compensation of $4,432,562 is reasonable for a CEO of a $1.8B market cap industrial/defense company, and the pay mix is heavily weighted toward variable compensation — approximately 83% of his total pay consists of stock awards and performance-based bonuses (equity awards of $3,656,333 plus incentive pay of $189,585 versus base salary of $574,500), well above the 50-60% variable pay threshold required by policy. The company uses a mix of time-based and performance-based stock awards with meaningful conditions including TSR-linked vesting tied to the Russell 2000 index, which represents genuine pay-for-performance alignment; a clawback policy consistent with Dodd-Frank requirements is disclosed in the proxy.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,958,035
Non-Audit Fees
$1,154,318
The non-audit fee ratio (audit-related fees of $1,105,000 plus all other fees of $49,318, totaling approximately $1,154,318, divided by audit fees of $3,958,035) is approximately 29%, well below the 50% threshold that would trigger a no vote; KPMG's tenure is not disclosed in the proxy so the tenure trigger cannot fire; KPMG is a Big Four firm appropriate for a $1.8B market cap company; and no material financial restatements are disclosed.
Overall Assessment
Redwire's 2026 annual meeting ballot is straightforward with no major governance concerns — all three director nominees receive FOR votes driven by strong 3-year stock outperformance versus the XLI ETF benchmark and the new-director exemption for the two recently added nominees, and the auditor and Say on Pay proposals both pass policy screens cleanly. The company's first-ever Say on Pay vote reflects a pay structure that is appropriately variable and performance-linked, and KPMG's non-audit fee ratio of approximately 29% is well within acceptable bounds.