ZURN ELKAY WATER SOLUTIONS CORP (ZWS)
Sector: Industrials
2026 Annual Meeting Analysis
ZURN ELKAY WATER SOLUTIONS CORP · Meeting: April 30, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2013 with relevant business experience; ZWS 3-year TSR of +111.2% outperforms the peer median by +61.3 percentage points, well above the 50-point threshold required to trigger a concern, and no overboarding, attendance, or independence issues are present.
Director since 2023 (less than 24 months at the time of the 2026 meeting), so she is exempt from the TSR performance trigger under the new-director exemption; her HR and executive compensation expertise is directly relevant to the board's needs.
Director since 2019 with substantial CEO-level leadership experience; ZWS's strong 3-year outperformance of its peer group clears the TSR trigger threshold by a wide margin, and no other policy flags are present.
All three nominees pass the TSR trigger (ZWS 3-year return of +111.2% exceeds the peer median by +61.3 percentage points, comfortably above the 50-point threshold for strong positive TSR), no overboarding concerns are identified, all directors attended at least 75% of meetings, independence designations appear consistent, and the board discloses a skills matrix. The full slate receives a FOR recommendation.
Say on Pay
✓ FORCEO
Todd A. Adams
Total Comp
$11,603,760
Prior Support
N/A
CEO Todd Adams received total compensation of approximately $11.6 million in 2025, which is within a reasonable range for a CEO of a $7.7 billion industrials company given his base salary has been frozen since 2020 and 90% of his target direct pay is performance-based. The pay mix is strong: 100% of his long-term equity awards are performance stock awards tied to measurable three-year goals (free cash flow conversion, return on invested capital, and sales growth), and his annual cash bonus is tied to pre-set financial targets that the company genuinely exceeded. Pay-for-performance alignment is solid — ZWS's 3-year stock return of +111.2% outpaced the peer group median by +61.3 percentage points, meaning shareholders were rewarded in line with or better than executives. The company has a robust clawback policy, active stockholder outreach, and no prior-year say-on-pay concern to address.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
$1,501,458
Non-Audit Fees
$169,539
Non-audit fees (tax services of $169,539) represent approximately 11% of audit fees ($1,501,458), well below the 50% threshold that would raise independence concerns; EY's tenure of approximately 24 years is just below the 25-year threshold that would trigger a no vote; and no material financial restatements attributable to audit failure are disclosed.
Overall Assessment
The 2026 Zurn Elkay annual meeting presents a straightforward ballot of three management proposals — director elections, say-on-pay, and auditor ratification — with no stockholder proposals submitted for this year's meeting. All three proposals receive FOR recommendations: the director slate is supported by strong company stock performance and clean governance profiles, the compensation program is genuinely performance-oriented and well-aligned with shareholder returns, and EY's audit relationship shows no independence or tenure concerns.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing