Sector: Industrials
OSHKOSH CORP · Meeting: May 5, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Ten Directors
Against Analysis
Mr. Jordan currently serves on four public company boards simultaneously (Oshkosh, Axalta Coating Systems, FuelCell Energy, and TPI Composites), which meets the policy's overboarding threshold of four or more public board seats for a non-executive director.
For Analysis
Director since 2015 with strong CEO-level industrial experience; OSK's 3-year return of 93% outperforms both the peer group median and the PSCI benchmark by a wide margin, so no TSR trigger fires; no overboarding, attendance, or independence concerns.
Director since 2024, fewer than 24 months of tenure, so the TSR trigger does not apply; brings current CEO-level technology and innovation expertise; no overboarding or independence concerns.
Director since 2024, fewer than 24 months of tenure, so the TSR trigger does not apply; brings deep operational and global manufacturing expertise; serves on two other public company boards (Duke Energy, NXP Semiconductors) which is within the policy limit.
Director since 2021 with relevant technology and autonomous vehicle expertise; OSK's 3-year TSR of 93% is 64.9 percentage points above the peer group median, well short of the 65-point trigger threshold for a strong-positive TSR company; no overboarding or independence concerns.
Director since 2016 with broad marketing and strategy expertise; OSK's strong 3-year TSR does not trigger the underperformance rule; no overboarding, attendance, or independence concerns.
Director since 2011 and Audit Committee Chair with deep CFO-level financial expertise; OSK's 3-year TSR of 93% is well above the peer median, so the TSR trigger does not fire; serves on two other public boards (AleAnna and Verde Clean Fuels), within policy limits.
Director since 2022 with unique defense industry and strategic leadership experience; OSK's strong outperformance versus the peer group means the TSR trigger does not apply; no overboarding or independence concerns.
CEO and director since 2021; OSK's 3-year price return of 93% outperforms the peer group median by 64.9 percentage points, just below the 65-point trigger threshold for strong-positive TSR companies, so the TSR trigger does not fire; serves on one outside public board (James Hardie Industries), within policy limits for a sitting CEO.
Director since 2018 with former CFO-level financial expertise; OSK's strong 3-year TSR means the TSR trigger does not apply; no overboarding or independence concerns.
Nine of the ten director nominees receive a FOR vote. Tyrone M. Jordan receives an AGAINST vote solely due to overboarding — he currently sits on four public company boards simultaneously (Oshkosh, Axalta Coating Systems, FuelCell Energy, and TPI Composites), which exceeds the policy's limit of three for non-executive directors. All other directors pass the TSR, overboarding, attendance, independence, and qualifications screens. OSK's 3-year total shareholder return of 93% outperforms the peer group median by approximately 64.9 percentage points, which is just below the 65-point trigger threshold applicable to strong-positive TSR companies, so no TSR-based AGAINST votes are warranted for any other director.
CEO
John C. Pfeifer
Total Comp
$12,935,995
Prior Support
92.8%%
CEO total compensation of approximately $12.9 million is within a reasonable range for a CEO of a $9.3 billion industrial manufacturer, and prior shareholder support was very strong at 92.8%, well above the 70% threshold that would require visible changes. The pay program is heavily weighted toward variable, performance-linked pay — roughly 90% of the CEO's target compensation comes from annual incentives and long-term stock awards, with base salary representing only about 10% of total pay, well below the 40% fixed-pay ceiling in our policy. Long-term equity awards use rigorous multi-year metrics (relative total shareholder return and relative return on invested capital versus industry peers), and the company's 3-year TSR of 93% significantly outperformed both the peer group median and the PSCI benchmark, validating that above-target incentive payouts were earned rather than handed out during poor performance. A formal clawback policy is in place, and there are no concerns about pay-for-performance misalignment.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$5,247,000
Non-Audit Fees
$39,000
Non-audit fees (audit-related fees of $27,000 plus tax fees of $12,000 = $39,000) represent less than 1% of core audit fees of $5,247,000, far below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $9+ billion market cap industrial company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. No material restatements are noted.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a long track record of submitting shareholder-friendly governance proposals, so this proposal deserves serious consideration on its merits. The proposal asks that any director who fails to receive a majority of votes in an uncontested election must leave the board within nine months — a reasonable structural governance improvement that gives the removal requirement real teeth, since the current by-law process allows the board to simply reject a tendered resignation with no binding consequence for the director. While the company's existing resignation process (90-day board review with public disclosure) provides some accountability, it ultimately leaves the decision entirely in the board's hands and does not guarantee removal, which weakens the signal shareholders send through a withheld-vote majority; supporting this proposal would strengthen shareholder accountability without materially harming board continuity given the nine-month transition window.
Oshkosh's 2026 ballot is largely uncontroversial: executive pay is well-structured and performance-aligned, the auditor relationship is clean, and most directors are well-qualified with strong stock performance backing their tenures. The two notable exceptions are an AGAINST vote on director Tyrone Jordan for sitting on four public company boards simultaneously, and a FOR vote on the Chevedden shareholder proposal to give director majority-vote failures binding removal consequences, which would add meaningful accountability beyond the current board-discretion resignation process.
16 companies disclosed in 2026 proxy filing
