COLUMBUS MCKINNON CORP (CMCO)
Sector: Industrials
2026 Annual Meeting Analysis
COLUMBUS MCKINNON CORP · Meeting: August 14, 2026
Directors FOR
5
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Colella has served since November 2021, meaning his tenure fully overlaps with the period during which CMCO's stock fell 63.3% while the company's own peer group rose 45.2% — a gap of 108.5 percentage points, far exceeding the 20-point trigger; the 5-year record is equally poor and provides no mitigating relief.
Ms. Roedel has been a director since October 2017, well predating the underperformance period, and her full tenure overlaps with CMCO's 63.3% stock decline against a peer group that gained 45.2%; the 5-year TSR gap of 113.2 percentage points provides no mitigation.
Mr. Abraham joined in November 2021 and his full tenure coincides with CMCO's severe stock underperformance — down 63.3% while peers gained 45.2% — a 108.5 percentage point gap that far exceeds the policy trigger, and the 5-year record offers no relief.
Mr. Aghili has been a director since May 2018, his tenure fully covers the underperformance period, and the stock has lost 63.3% over three years while company-selected peers gained 45.2%; the 5-year comparison is similarly poor with no mitigating relief available.
Ms. Beliveau-Dunn joined in March 2020, her tenure fully covers the 3-year underperformance window, and the 108.5 percentage point gap versus the company's own peer group exceeds the policy trigger; the 5-year record is equally weak and provides no mitigation.
Mr. Dastoor joined in May 2021, and his tenure fully overlaps with the period in which CMCO's shares declined 63.3% against a peer group that rose 45.2% — a gap of 108.5 percentage points well above the 20-point threshold; the 5-year record provides no mitigating relief.
As President and CEO and director since June 2020, Mr. Wilson bears primary responsibility for the company's strategy during the full underperformance period; CMCO's stock fell 63.3% over three years while company-selected peers gained 45.2%, and the 5-year record shows an even larger gap, providing no mitigation — a No vote as a director is warranted independently of the Say on Pay determination.
For Analysis
Mr. Campelli was appointed to the board in February 2026, less than 24 months before the August 2026 annual meeting, so he is exempt from the TSR underperformance trigger under the policy's new-director exemption; no other disqualifying factors were identified.
Mr. Lamach was appointed in February 2026, less than 24 months before the meeting, making him exempt from the TSR trigger; he brings relevant industrial and public-company governance experience and no other disqualifying factors apply.
Mr. Sleeper was appointed in February 2026, less than 24 months before the meeting, and is therefore exempt from the TSR underperformance trigger; no overboarding, attendance, or qualification concerns were identified.
Mr. Stephens joined in March 2024, meaning his tenure covers less than half of the 3-year underperformance window; under policy guidance the trigger is flagged but a No vote is not automatic, and given his short tenure and the fact that the stock's severe decline was already well established before he joined, a FOR vote is warranted.
Ms. Yeung joined in January 2023, covering less than half of the 3-year underperformance window, and the stock's severe decline was already well established before she joined; policy guidance calls for flagging rather than an automatic No vote in this circumstance, so a FOR vote is appropriate.
Seven of twelve director nominees (Colella, Roedel, Abraham, Aghili, Beliveau-Dunn, Dastoor, and Wilson) receive AGAINST votes because their tenures of more than 24 months fully overlap with a period in which CMCO's stock fell 63.3% while the company's own peer group rose 45.2% — a 108.5 percentage point gap that far exceeds the 20-point policy trigger for negative absolute TSR, and the 5-year record provides no mitigation. Three nominees (Campelli, Lamach, Sleeper) receive FOR votes under the new-director exemption as they joined in February 2026. Two nominees (Stephens, Yeung) receive FOR votes because their tenures cover less than half of the underperformance period and the decline was already established before they joined.
Say on Pay
✗ AGAINSTCEO
David J. Wilson
Total Comp
$5,325,938
Prior Support
N/A
CMCO's stock fell 63.3% over the past three years while the company's own peer group gained 45.2% on average — a gap of over 100 percentage points — yet the CEO received his full target annual bonus ($925,000, 100% of target), stock awards of $3.1 million, and option awards of $925,000, for a total of nearly $6 million in fiscal 2026 reported pay; the policy requires a No vote when variable pay is above benchmark while TSR underperforms peers by more than 20 percentage points, and the 108.5 percentage point gap here represents a clear failure of pay-for-performance alignment. Additionally, the CEO's total reported pay of $5,971,066 appears elevated relative to what a CEO at a company now valued at only $417 million in market capitalization would typically earn, reinforcing the concern that the incentive structure is not adequately reflecting shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,538,000
Non-Audit Fees
$553,000
Non-audit fees (tax fees of $532,000 plus audit-related fees of $13,000 plus other fees of $8,000 = $553,000) represent approximately 12.2% of audit fees of $4,538,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so no tenure trigger can be confirmed; Ernst & Young is a Big 4 firm appropriate for a company of CMCO's size and complexity; no material restatements were identified.
Overall Assessment
This ballot presents significant governance concerns at Columbus McKinnon: seven of twelve directors, including the CEO, receive AGAINST votes because the company's stock fell 63.3% over three years while company-selected peers gained 45.2%, a gap that far exceeds the policy's threshold and is not mitigated by the longer 5-year record; Say on Pay also receives an AGAINST vote because executives received full target bonuses and large equity grants despite this severe underperformance, representing a fundamental breakdown in pay-for-performance alignment. The auditor ratification passes cleanly with non-audit fees well within acceptable limits, and three newly appointed directors receive FOR votes under the new-director exemption.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing