ARCOSA INC (ACA)
Sector: Industrials
2026 Annual Meeting Analysis
ARCOSA INC · Meeting: May 13, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine (9) Directors
Independent director with relevant industrial/steel executive experience; no overboarding concerns (3 current public boards); TSR trigger does not apply as ACA's 3-year return of +75.7% trails the peer median by only 9.0pp, well below the 65pp threshold for strong positive TSR; attendance satisfactory per proxy disclosure.
Independent non-executive Chairman with deep industrial leadership experience; holds only 1 current public board seat (Texas Pacific Land); TSR trigger does not apply (9.0pp gap vs. peer median, threshold is 65pp); no attendance or qualification concerns.
CEO and inside director; subject to TSR trigger as an executive director but trigger does not apply given ACA's strong positive 3-year TSR of +75.7% trailing the peer median by only 9.0pp against a 65pp threshold; no overboarding concern (1 outside public board seat as of the filing, transitioning to non-executive Chair at NRG).
Independent Audit Committee Chair with clear financial expertise (former CFO and CEO); 2 current public board seats, no overboarding; TSR trigger does not apply; strong qualifications for the role.
Independent director with relevant engineering and industrial CEO experience; tenure since 2023 means less than 3 years on the Arcosa board but more than 24 months, so the trigger is applied proportionally — however the gap of 9.0pp against the 65pp threshold does not fire; the board has disclosed his Amentum commitment and assessed it as manageable.
Independent director with financial expert designation and relevant industrial executive background; recently transitioned to Senior Advisor at Helmerich & Payne and stepped off that public board as of March 2026, leaving only the Arcosa seat — no overboarding; TSR trigger does not apply.
Independent director with CEO, legal, and energy industry experience; holds 2 current public board seats, no overboarding; TSR trigger does not apply; no attendance or qualification concerns.
Independent director with financial expert designation and strong CFO/supply chain background including prior Ernst & Young experience; holds 2 current public board seats, no overboarding; TSR trigger does not apply.
Independent Governance & Sustainability Committee Chair with legal and risk management expertise; holds 2 current public board seats, no overboarding; TSR trigger does not apply.
All nine nominees are recommended FOR. Arcosa's 3-year price return of +75.7% trails the company-disclosed compensation peer median by only 9.0 percentage points, far below the 65pp underperformance threshold that applies when absolute 3-year TSR exceeds +20%. The board discloses a full skills matrix, all committees are 100% independent, all members attended at least 75% of meetings, and no director is overboarded under the policy's standards.
Say on Pay
✓ FORCEO
Antonio Carrillo
Total Comp
$8,092,216
Prior Support
99%%
CEO Antonio Carrillo's total reported compensation of $8,092,216 is consistent with market expectations for a CEO at an industrial company with a $5.2B market cap, and the pay structure is strongly performance-oriented — approximately 86% of his pay is at risk through performance stock awards, time-based equity, and annual incentive. The annual incentive plan uses clear, pre-set financial metrics (Adjusted EBITDA, EBITDA margin, leverage, and strategic initiatives) with no-payout thresholds, and the long-term equity program ties 60% of equity grants to a three-year performance period including a relative total shareholder return component benchmarked against the S&P SmallCap 600 Index. Shareholders gave the program 99% support at the 2025 annual meeting, no prior-year engagement failure exists, and the pay-for-performance alignment is supported by record financial results in 2025 — Adjusted EBITDA grew 30% year-over-year — alongside a strong 3-year stock return of +75.7%.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,159,139
Non-Audit Fees
$313,164
Non-audit fees (audit-related fees of $7,675 plus tax fees of $305,489, totaling $313,164) represent approximately 9.9% of audit fees of $3,159,139, well below the 50% threshold that would raise independence concerns. Ernst & Young is a Big 4 firm appropriate for a $5.2B market cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative but does not change the vote. No material financial restatements were identified.
Overall Assessment
The 2026 Arcosa annual meeting presents a clean ballot with three standard proposals: election of nine directors, ratification of Ernst & Young as auditor, and an advisory say-on-pay vote. All three proposals are recommended FOR — the director slate is well-qualified with no overboarding or TSR trigger concerns, auditor fees are well within independence thresholds, and the executive pay program is strongly performance-linked with 99% shareholder support in 2025.
Compensation Peer Group
23 companies disclosed in 2026 proxy filing