FRANKLIN ELECTRIC INC (FELE)
Sector: Industrials
2026 Annual Meeting Analysis
FRANKLIN ELECTRIC INC · Meeting: May 8, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Grizzle has served since 2020, meaning his full tenure overlaps the 3-year measurement period during which Franklin Electric's stock returned only +4.8% while the company's disclosed compensation peer group returned a median of +71.8% — a gap of 67.0 percentage points, which exceeds the 35-point trigger threshold for companies with low positive absolute returns. The 5-year check does not rescue this vote: FELE's 5-year return of +23.2% trails the peer 5-year median of +59.5% by 36.3 percentage points, which also exceeds the 35-point threshold, confirming this is sustained underperformance rather than a temporary dip.
Maskara has served since 2021, so his tenure fully covers the 3-year underperformance window; the same 67.0-percentage-point gap versus the peer median applies and exceeds the 35-point trigger. The 5-year TSR gap of 36.3 points versus the peer median also exceeds the threshold, so the 5-year mitigant does not apply and the Against vote stands.
For Analysis
Both nominees — Victor Grizzle (director since 2020) and Alok Maskara (director since 2021) — have tenures that fully overlap the 3-year period during which Franklin Electric's stock underperformed its own disclosed compensation peer group by 67.0 percentage points, well above the 35-point trigger threshold applicable to companies with low positive absolute 3-year returns. The 5-year check confirms the underperformance is sustained rather than transient, so neither director benefits from the 5-year mitigant. Both receive AGAINST votes under the policy.
Say on Pay
✓ FORCEO
Joseph A. Ruzynski
Total Comp
$5,072,064
Prior Support
93.8%%
CEO Ruzynski's total reported compensation of $5,072,064 is reasonable for a newly-promoted CEO at a $4.2 billion industrial manufacturer and is well within a defensible range for the role, title, and market cap band. The pay structure is appropriately performance-weighted: the company states that 55–66% of named executive officer target pay is variable and performance-based, with long-term equity split 50% performance stock awards, 25% stock options, and 25% restricted stock, and the 2025 annual bonus paid out at only 62% of target (below target) reflecting actual financial results that fell short of goals — a direct and credible pay-for-performance signal. The prior Say on Pay vote received 93.8% support, the company has a compliant clawback policy adopted in October 2023, and no individual executive compensation figures trigger the policy's excess thresholds, so the default FOR vote is confirmed.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table provided in the filing context did not contain extractable fee figures, so the non-audit fee ratio trigger cannot be evaluated; per policy, the tenure trigger also requires confirmed data to fire and tenure was not disclosed, so neither negative trigger applies. Deloitte & Touche is a Big 4 firm fully appropriate for a $4.2 billion public company, and no material restatements are disclosed, so the default FOR vote stands.
Overall Assessment
The 2026 Franklin Electric annual meeting presents a mixed ballot: the Say on Pay vote earns support given a below-target bonus payout and a well-structured performance-weighted pay program, and the auditor ratification is uncontested, but both director nominees receive AGAINST votes because Franklin Electric's stock has badly lagged its own peer group — trailing the peer median by 67 percentage points over three years — during the full tenure of each nominee, and the 5-year track record confirms this is sustained rather than temporary underperformance. There are no stockholder proposals on the ballot.
Compensation Peer Group
23 companies disclosed in 2026 proxy filing