ALLISON TRANSMISSION HOLDINGS INC (ALSN)
Sector: Industrials
2026 Annual Meeting Analysis
ALLISON TRANSMISSION HOLDINGS INC · Meeting: May 6, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
To elect nine directors to serve until the 2027 annual meeting of stockholders
Director since February 2019; ALSN's 3-year total return of 181.3% outperforms the company's disclosed peer group median of 51.1% by +130.2 percentage points, well above the 65-point trigger threshold for strong-positive TSR, so no TSR underperformance flag applies; no overboarding, attendance, independence, or other governance concerns identified.
Director since May 2022; ALSN's 3-year outperformance versus the disclosed peer group (+130.2pp) far exceeds the 65pp trigger threshold, so no TSR concern applies; Barbour is a sitting CEO at ADS and holds only one outside public board seat (Allison), within the two-outside-board limit for sitting CEOs; no other governance flags identified.
Director since August 2022; strong peer-relative TSR performance removes any underperformance concern; serves on Broadwind board (one outside seat as a non-CEO), no overboarding; no independence or attendance issues identified.
Director since August 2014; ALSN's strong 3-year outperformance versus peers eliminates any TSR trigger; serves on Brunswick and Corteva boards (two outside seats total), within the four-board limit for non-executive directors; no other governance concerns identified.
CEO and director since May 2018; as an executive director he is subject to the same TSR test as all other directors, but ALSN's +130.2pp outperformance versus the peer group median far exceeds the 65pp trigger threshold, so no TSR-based against vote is warranted; the Say on Pay analysis also supports the overall compensation program.
Director since November 2018; ALSN's peer-relative TSR is strongly positive, well above the trigger threshold; serves on Enviri Corporation board (one outside seat), no overboarding; no independence, attendance, or qualifications concerns identified.
Director since August 2022; strong TSR outperformance versus the disclosed peer group clears the policy threshold by a wide margin; no overboarding or other governance flags; brings relevant technology and automotive expertise to the board.
Director since August 2022; ALSN's 3-year TSR outperformance versus peers is +130.2pp, well above the 65pp trigger; serves on Almonty Industries board (one outside seat), no overboarding; relevant defense industry expertise aligns with Allison's defense end market.
Director since August 2022; serves on Ranger Energy Services and Stem Inc. boards (two outside seats), within the four-board limit; strong ALSN peer-relative TSR eliminates any underperformance trigger; qualifies as audit committee financial expert with extensive CFO and finance background.
All nine director nominees receive a FOR vote. Allison's 3-year total shareholder return of 181.3% outperforms the company's disclosed compensation peer group median of 51.1% by +130.2 percentage points, which far exceeds the 65-percentage-point trigger threshold applicable when a company's absolute 3-year return is above 20%. No director is overboarded, and all committees are composed entirely of independent directors with no attendance concerns disclosed.
Say on Pay
✓ FORCEO
David S. Graziosi
Total Comp
$8,028,346
Prior Support
93%%
CEO total compensation of $8,028,346 is within a reasonable range for a company of Allison's size (~$9.9B market cap) in the industrial/consumer cyclical sector, and approximately 80% of named executive officer pay was performance-based, well above the 50-60% policy threshold for variable compensation. The annual incentive paid out at only 65.38% of target because the company missed its revenue goal in a challenging year, demonstrating genuine pay-for-performance alignment rather than guaranteed payouts. The prior-year Say on Pay vote received 93% support, well above the 70% threshold that would require a negative response, and the company's 3-year total shareholder return of 181.3% strongly supports the above-benchmark incentive compensation earned through the performance unit program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,364,250
Non-Audit Fees
$30,000
Non-audit fees of $30,000 represent approximately 1.3% of audit fees of $2,364,250, far below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Allison's size (~$9.9B market cap); auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are noted.
Overall Assessment
Allison Transmission's 2026 annual meeting ballot presents three standard proposals — director elections, auditor ratification, and Say on Pay — all of which receive FOR votes under the policy. The company's exceptional 3-year total shareholder return of 181.3% (outperforming its peer group median by over 130 percentage points), a pay program that genuinely paid out below target when revenue goals were missed, and clean auditor fee ratios provide a straightforward basis for supporting all management-backed proposals.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing