TIC SOLUTIONS INC (TIC)
Sector: Industrials
2026 Annual Meeting Analysis
TIC SOLUTIONS INC · Meeting: July 1, 2026
Directors FOR
7
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eleven Directors for a One-Year Term Expiring at the 2027 Annual Meeting of Stockholders
Against Analysis
Robert Franklin has served since 2023 and his tenure fully overlaps the severe underperformance period (TIC's stock fell 29% while peers gained 131% on average, a gap of nearly 160 percentage points against the 20pp trigger threshold); additionally, he has a direct familial relationship with Co-Chairman Sir Martin E. Franklin, raising independence and governance concerns, and the 5-year TSR gap of -81.5pp also exceeds the 20pp threshold confirming this is not a transient trough.
Sir Martin has been a director since the company's inception in December 2022, so his tenure fully covers the underperformance period; TIC's stock fell 29% while peers averaged +131%, a 160-percentage-point gap far exceeding the 20pp trigger threshold, and the 5-year check confirms sustained underperformance; his familial relationship with the Executive Chairman further compounds governance concerns.
Mr. Cullinan has served as Lead Independent Director since May 2023, meaning his tenure meaningfully overlaps the full period of severe underperformance; TIC's stock fell 29% while peers gained 131%, a 160-percentage-point gap against the 20pp trigger threshold, and the 5-year TSR check shows the same magnitude of underperformance confirming this is sustained, not transient.
Mr. Pizzey joined the board in July 2024 as CEO, a role he held until March 2026, making him directly accountable as the chief executive during the period of severe stock underperformance; TIC fell 29% while peers gained 131% (a 160-percentage-point gap against the 20pp trigger), and while he joined after underperformance had already begun, his role as CEO means he bears primary operating responsibility for the period he served; the 5-year TSR check also confirms sustained underperformance.
For Analysis
Ms. Bush joined in July 2024, which is less than 24 months before the July 2026 meeting date, so she qualifies for the new-director exemption from the TSR underperformance trigger; she brings relevant legal and board experience and meets all independence requirements.
Ms. Hepding joined in July 2024, which is less than 24 months before the July 2026 meeting, qualifying her for the new-director exemption; she brings finance and corporate strategy experience and satisfies independence standards.
Mr. Heraud joined the board in August 2025, less than 24 months before the meeting, qualifying for the new-director exemption from the TSR trigger; as the current CEO he brings direct operational expertise in the company's core testing and inspection business.
Mr. Hochfelder joined in July 2024, which is less than 24 months before the July 2026 meeting, qualifying for the new-director exemption; he has investment and board experience and serves as a designated audit committee financial expert.
Mr. Lillie joined in July 2024, which is less than 24 months before the July 2026 meeting, qualifying for the new-director exemption; he brings extensive operational and board experience, including as former CEO of Jarden Corporation.
Mr. Roth joined the board in August 2025, less than 24 months before the meeting, qualifying for the new-director exemption from the TSR trigger; he brings broad finance and capital markets experience as Executive Chairman of Roth Capital Partners.
Mr. Wright joined the board in August 2025, less than 24 months before the meeting, qualifying for the new-director exemption; he brings over 45 years of engineering company management experience, most recently as CEO and Chairman of NV5 Global.
Of the eleven nominees, four directors (Robert A. E. Franklin, Sir Martin E. Franklin, Rory Cullinan, and Talman Pizzey) warrant AGAINST votes due to the TSR underperformance trigger — TIC's stock fell 29% over three years while company-disclosed peers gained an average of 131%, a 160-percentage-point gap that far exceeds the 20pp policy threshold for companies with negative absolute returns; the 5-year check confirms this is sustained underperformance, not a temporary trough. The two Franklin directors carry an additional concern due to their familial relationship. Seven directors qualify for the new-director exemption (joining within the past 24 months) and receive FOR votes.
Say on Pay
✓ FORCEO
Benjamin Heraud
Total Comp
$986,249
Prior Support
N/A
The current CEO, Benjamin Heraud, received total compensation of $986,249 for 2025, which reflects only a partial year of service (he joined in August 2025 following the NV5 acquisition and was not appointed CEO until March 2026); this level is well within — and likely below — the benchmark for a CEO at a $1.9 billion industrials company, so the pay level check does not trigger a concern. The compensation program uses a meaningful mix of time-based and performance-based equity awards (approximately 76% of Mr. Heraud's 2025 pay was in equity), and the annual cash incentive plan was tied to an Adjusted EBITDA target that was not met in 2025, resulting in zero cash bonuses for eligible executives — demonstrating that the pay-for-performance mechanism actually worked as intended. The company also has a compliant clawback policy in place, and there is no prior-year Say on Pay vote result to factor in as this appears to be the first such vote.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
2 yrs
Audit Fees
$5,000,000
Non-Audit Fees
$2,015,000
PwC has served as TIC's auditor since 2024 (approximately two years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (tax fees of $2,013,000 plus other fees of $2,000) total $2,015,000 against audit fees of $5,000,000, a ratio of approximately 40%, which is within the 50% policy limit; PwC is a Big 4 firm appropriate for a company of TIC's size and complexity, and there are no disclosed material restatements.
Actual Vote Results
Meeting held July 1, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Byron Roth | 99.9% | 140.0M | 141,876 | ✓ Elected |
| Benjamin Heraud | 99.8% | 140.7M | 289,062 | ✓ Elected |
| Antoinette C. Bush | 99.8% | 140.5M | 328,970 | ✓ Elected |
| Talman Pizzey | 99.7% | 140.6M | 396,556 | ✓ Elected |
| Elizabeth Meloy Hepding | 99.6% | 140.3M | 516,364 | ✓ Elected |
| Peter Hochfelder | 99.6% | 140.3M | 580,624 | ✓ Elected |
| Robert A E. Franklin | 99.5% | 140.3M | 700,820 | ✓ Elected |
| Rory Cullinan | 99.5% | 140.2M | 703,750 | ✓ Elected |
| Sir Martin E. Franklin | 98.0% | 138.1M | 2.9M | ✓ Elected |
| Dickerson Wright | 97.1% | 136.9M | 4.1M | ✓ Elected |
| James E. Lillie | 89.7% | 126.4M | 14.5M | ✓ Elected |
Auditor Ratification
For 151.8M · Against 10.3M · Abstain 105,842
Other Proposals
Proposal 3
Advisory Vote on The Frequency of Future Advisory Votes to Approve Executive Compensation
Overall Assessment
The 2026 TIC Solutions annual meeting presents two formal proposals: director elections and auditor ratification; there is no Say on Pay proposal on the ballot (noted above is an analytical assessment of CEO compensation for context, but no formal advisory vote is included in the filing). Four of eleven director nominees — Robert Franklin, Sir Martin Franklin, Rory Cullinan, and Talman Pizzey — warrant AGAINST votes due to TIC's severe and sustained stock underperformance against its own disclosed peer group (a 160-percentage-point gap over three years), while the remaining seven directors qualify for the new-director exemption; PwC's ratification is straightforward given its short two-year tenure, Big 4 credentials, and non-audit fee ratio well within policy limits.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing