GRACO INC (GGG)
Sector: Industrials
2026 Annual Meeting Analysis
GRACO INC · Meeting: April 24, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Ms. Morfitt has served since 1995 and brings extensive CEO-level experience; Graco's 3-year TSR of +31.7% trails the peer median by only 4.9 percentage points, well below the 50-point threshold required to trigger a No vote given the company's strong positive absolute return, and no other policy flags apply.
Mr. Sheahan is the sitting CEO and executive director; the TSR trigger does not fire (3-year gap of -4.9pp is far below the 50pp threshold for strong-positive-TSR companies), and no other director policy flags apply.
Ms. Simon joined the board in December 2025 and has been a director for less than 24 months, making her exempt from the TSR trigger under policy; she brings strong financial expertise as a sitting CFO and has been designated an audit committee financial expert.
Mr. Wheeler has served since February 2020 and brings deep manufacturing and international experience; the TSR trigger does not apply (3-year gap of -4.9pp is well below the 50pp threshold), and no other policy flags are present.
All four nominees pass the policy screens: Graco's 3-year TSR of +31.7% trails the peer median by only 4.9 percentage points, far below the 50-point threshold required to trigger a No vote for a company with strong positive absolute returns. No directors are overboarded, all independent directors serving on audit or compensation committees are properly classified as independent, attendance averaged 99.2%, and no familial relationships with management were identified.
Say on Pay
✓ FORCEO
Mark W. Sheahan
Total Comp
$9,491,330
Prior Support
89.5%%
CEO total compensation of approximately $9.5 million is consistent with benchmark expectations for a CEO at a $14.5 billion industrial manufacturer, and prior shareholder support has been strong at 89.5% in 2025 and 89.6% in 2024, well above the 70% threshold that would require a response. The pay mix is sound — approximately 86% of the CEO's total target pay is variable and performance-based (cash bonus plus stock options), comfortably exceeding the 50-60% minimum required by policy. The incentive plan uses measurable financial targets (net sales and earnings per share) with pre-set thresholds and caps, and the company has adopted both a restatement-based clawback policy and a misconduct recoupment policy, satisfying the clawback requirement.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,669,000
Non-Audit Fees
$244,000
Non-audit fees (tax services only, totaling $244,000) represent approximately 14.6% of audit fees of $1,669,000, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $14.5 billion market-cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy; this is noted as a minor negative factor but does not override the otherwise clean record.
Overall Assessment
Graco's 2026 annual meeting ballot is straightforward with three standard proposals and no stockholder proposals. All four director nominees pass the policy screens, the auditor fee ratio is well within acceptable limits, and the executive compensation program features strong shareholder-aligned pay mix and robust prior-year support above 89%.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing