GENERAC HOLDINGS INC (GNRC)
Sector: Industrials
2026 Annual Meeting Analysis
GENERAC HOLDINGS INC · Meeting: June 11, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Director since 2019 with relevant human capital and industrial company experience; no overboarding, attendance, or TSR trigger concerns — GNRC's 3-year return of +147.7% outperforms the peer group median by +94.5 percentage points, far above the 65-point threshold needed to trigger a negative vote.
Director since 2013 serving as Lead Independent Director with deep operational experience in consumer durable goods; no overboarding, attendance, or TSR trigger concerns given GNRC's strong 3-year outperformance versus peers.
Director since 2017 with extensive finance and CEO-level experience; holds two other public board seats (MEKO Group AB and WillScot Holdings), which is within the policy limit of four for non-executive directors; no TSR trigger concerns given strong peer outperformance.
All three Class II director nominees pass the policy screens: GNRC's 3-year total shareholder return of +147.7% outperforms the disclosed compensation peer group median of +53.2% by approximately +94.5 percentage points, well above the 65-point threshold required to trigger a negative vote for companies with strong positive absolute returns. No overboarding, attendance failures, independence issues, or familial relationships were identified.
Say on Pay
✓ FORCEO
Aaron Jagdfeld
Total Comp
$8,809,765
Prior Support
96%%
The CEO's total reported compensation of $8,809,765 is within a reasonable range for a CEO of a $14.8 billion industrial company, and the pay structure is well-designed: on average at least 75% of named executive pay is variable or at-risk, with 50% in performance stock awards tied to multi-year revenue growth, adjusted profit margin, and free cash flow conversion goals, and 25% each in time-vested stock and options. The prior year advisory vote received overwhelming 96% support, well above the 70% threshold, signaling strong shareholder alignment. The annual bonus payout for the CEO was only 46% of target in 2025 reflecting a challenging year — a clear demonstration that the incentive structure penalizes executives when the company misses its financial targets, consistent with pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
10 yrs
Audit Fees
$2,241,000
Non-Audit Fees
$1,066,000
Non-audit fees (tax fees of $1,024,000 plus audit-related fees of $38,000 plus other fees of $4,000 = $1,066,000) represent approximately 47.6% of audit fees ($2,241,000), which falls just below the 50% threshold that would trigger a negative vote; Deloitte has served since 2016 (approximately 10 years), well under the 25-year tenure threshold; and no material restatements were identified.
Overall Assessment
The 2026 Generac annual meeting presents three standard proposals: election of three Class II directors, ratification of Deloitte & Touche as auditor, and an advisory vote on executive pay. All three proposals pass the policy screens and receive FOR votes — the director slate shows no overboarding or TSR concerns given GNRC's exceptional 3-year stock outperformance, the auditor's non-audit fee ratio is just below the 50% trigger, and the executive pay program demonstrates genuine pay-for-performance alignment with the CEO receiving only 46% of target bonus in a down year.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing