ALLEGION PLC (ALLE)
Sector: Industrials
2026 Annual Meeting Analysis
ALLEGION PLC · Meeting: June 4, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Annual Election of Directors
Ms. Main joined the board in 2023 (under 24 months ago at the time of the 2025 AGM, now approximately 2.7 years tenure), has strong financial expertise as a former CFO of Teledyne Technologies, serves as Audit Committee Chair and financial expert, holds one outside public board seat (well within limits), and the TSR trigger does not apply given ALLE's 3-year gap of -10.1pp versus the peer median is far below the 65pp threshold required for a strong-positive-TSR company.
Mr. Mizell has served since 2020 (6.3 years tenure), brings deep human capital management expertise as a former CHRO of Merck, holds two outside public board seats (within the three-board limit for non-employee directors), and the TSR trigger does not apply as the 3-year peer underperformance gap of -10.1pp is well below the 65pp threshold.
Ms. Parent Haughey has served since 2017 (8.8 years tenure), brings broad operational and M&A strategy experience, holds one outside public board seat, and the TSR trigger does not apply as the 3-year peer underperformance gap of -10.1pp is far below the 65pp threshold for a strong-positive-TSR company.
Ms. Peters has served since 2021 (4.9 years tenure), serves as independent Non-Executive Chair, is a CPA and audit committee financial expert, holds two outside public board seats (within limits), and the TSR trigger does not apply as the 3-year peer underperformance gap of -10.1pp is well below the 65pp threshold.
Ms. Rubin joined the board in 2023 (3.2 years tenure), brings technology and entrepreneurial expertise as a serial tech founder, holds no current outside public board seats (one prior directorship), and the TSR trigger does not apply as the 3-year peer underperformance gap of -10.1pp is far below the 65pp threshold.
Mr. Sengstack joined the board in 2024 (1.5 years tenure), which is within the 24-month new-director exemption period from the TSR trigger, and he brings relevant industrial company CEO experience; he holds three outside public board seats which is at the maximum allowed under company policy but does not exceed the policy's four-board overboarding threshold.
Mr. Stone is the sitting CEO and has served as a director since 2022 (3.9 years tenure); as a sitting CEO he holds only one outside public board seat (Cummins), which is within the policy limit of one outside board for sitting CEOs, and the TSR trigger does not apply as the 3-year peer underperformance gap of -10.1pp is far below the 65pp threshold.
Mr. Vardhan has served since 2020 (5.6 years tenure), brings deep strategy and global business expertise from a 28-year career at McKinsey, holds no current outside public board seats, and the TSR trigger does not apply as the 3-year peer underperformance gap of -10.1pp is well below the 65pp threshold.
All eight directors receive a FOR vote. Allegion's 3-year total shareholder return of +47.8% is solidly positive, and the company's underperformance versus the compensation peer group median over three years is only -10.1 percentage points, far below the 65-percentage-point threshold required to trigger a negative vote for a company with strong positive returns. No director is overboarded under policy limits, all committees are fully independent, attendance exceeded 80% for all nominees, and the board discloses a comprehensive skills matrix. The one newer director (Sengstack, 1.5 years) is within the 24-month new-director TSR exemption period.
Say on Pay
✓ FORCEO
John H. Stone
Total Comp
$9,155,073
Prior Support
94%%
CEO John H. Stone received total compensation of $9,155,073 in 2025, which is reasonable for the CEO of a $12.5 billion industrial company and does not appear to exceed the +20% individual benchmark threshold. Pay mix is strongly performance-oriented: roughly 88% of the CEO's target direct compensation is variable (annual cash incentive at 125% of salary plus long-term equity awards totaling $5.8 million), well above the 50-60% minimum required by policy. Pay-for-performance alignment is solid — the company delivered record revenue ($4.07 billion, up 7.8%), strong adjusted EPS growth, and a 52.7% total shareholder return over the 2023-2025 performance period, with the annual incentive paying out at 131% of target and performance stock awards paying out at 125% of target based on pre-established goals. The prior say-on-pay vote received approximately 94% support, the company maintains a meaningful clawback policy covering both time-based and performance-based awards, and no equity dilution concerns were identified.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers (PwC)
Tenure
N/A
Audit Fees
$5,116,726
Non-Audit Fees
$932,694
Non-audit fees (tax fees of $865,694 plus audit-related fees of $65,000 plus other fees of $2,000 totaling $932,694) represent approximately 18% of audit fees ($5,116,726), well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for Allegion's $12.5 billion market cap and global complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy — absence of disclosure is noted as a minor negative factor but does not warrant a negative vote. No material financial restatements were identified.
Overall Assessment
The 2026 Allegion annual meeting ballot is straightforward with no contested proposals or significant governance concerns. All eight director nominees receive a FOR vote given no overboarding, strong attendance, a well-disclosed skills matrix, and 3-year peer TSR underperformance of only -10.1 percentage points against a 65-percentage-point trigger threshold; the say-on-pay vote receives a FOR based on strong pay-for-performance alignment, 94% prior-year support, and a compensation structure where approximately 88% of CEO target pay is variable and tied to pre-established financial and TSR goals; and PwC ratification receives a FOR with non-audit fees at only 18% of audit fees.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing