GENTEX CORP (GNTX)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
GENTEX CORP · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors
Against Analysis
Ms. Brown has served since 2016, giving her full overlap with the 3-year and 5-year underperformance periods; Gentex's stock lost about 15% over three years while the company's own compensation peer group gained 36% on average (a gap of about 51 percentage points, well above the 20-point trigger), and the 5-year record is similarly poor, so the longer track record does not provide a mitigating offset.
As CEO and a director since 2020, Mr. Downing has full overlap with the underperformance period; the company's stock fell roughly 15% over three years while the disclosed peer group rose 36% on average (a 51-point gap), and the five-year record is worse (-32% vs. +31% for peers, a 63-point gap), so there is no longer-term track record to provide relief — the TSR trigger fires and is not mitigated.
Mr. Schaum has served since 2011 and chairs both the board and the compensation committee, giving him the longest tenure and greatest accountability for the company's sustained underperformance; Gentex's stock lost about 15% over three years while peers gained 36%, and the five-year comparison is equally poor, so no long-term track record offsets the trigger.
Ms. Starkoff has served since 2018, giving her full overlap with both the three-year and five-year underperformance periods; with Gentex down roughly 15% over three years against a peer median gain of 36%, and a five-year picture showing a 32% loss against peer gains of 31%, there is no adequate longer-term record to offset the trigger.
Mr. Walker has served since 2018 and sits on both the audit and compensation committees, giving him full accountability for the underperformance period; Gentex's three-year stock return of -15% against a peer median of +36% (a 51-point gap) and five-year return of -32% against peer gains of +31% both exceed the policy threshold, with no mitigating longer-term record.
Dr. Zang joined in 2021 and has served for approximately four years, giving him substantial overlap with the three-year underperformance window; Gentex's stock declined roughly 15% over three years while the peer group median rose 36% (a 51-point gap exceeding the 20-point trigger), and while his tenure is shorter than some other directors, it is well beyond the 24-month exemption and covers most of the underperformance period.
For Analysis
Mr. Deur joined the board in 2023, meaning his tenure overlaps with less than half of the three-year underperformance period; the policy flags but does not automatically vote against directors whose tenure covers less than half the underperformance window, and he brings relevant financial and industry expertise as a former executive of the company and a CPA.
Mr. Kennedy is a new nominee who has not yet served on the board, so the TSR underperformance trigger does not apply; he brings 40+ years of executive experience across automotive, industrial, and medical device sectors, including prior CFO and audit-partner roles that are relevant to the company's needs.
Dr. Pink was appointed in 2024 and falls within the 24-month exemption period for new directors, so the TSR underperformance trigger does not apply; no other policy flags were identified.
The TSR underperformance trigger fires for six of the nine nominees: Gentex's 3-year stock return of -14.9% trails the company's own disclosed compensation peer group median of +36.0% by 50.9 percentage points, far exceeding the 20-point threshold that applies when absolute 3-year TSR is negative. The 5-year comparison (-32.0% vs. peer median +30.6%, a 62.6-point gap) confirms there is no longer-term record to provide relief. We vote FOR only three nominees: new nominee Kennedy (exempt as a non-incumbent), Dr. Pink (within the 24-month new-director exemption), and Mr. Deur (joined 2023, tenure covers less than half the underperformance period).
Say on Pay
✓ FORCEO
Steve Downing, President and CEO
Total Comp
$5,945,970
Prior Support
96%%
CEO total compensation of approximately $5.9 million is not clearly above benchmark for a $4.9 billion Consumer Cyclical company, and the prior year say-on-pay vote received 96% support indicating broad shareholder acceptance of the program structure. The pay mix is sound — the proxy states 83% of the CEO's target compensation is performance-based, well above the 60% threshold, with incentives tied to objective multi-year metrics (3-year cumulative EBITDA and ROIC for long-term awards, and revenue/operating income/EPS for annual bonuses). While Gentex's stock has significantly underperformed its peer group, the incentive awards are tied to internal financial metrics rather than simply being granted regardless of outcomes, and the variable pay level is not clearly above benchmark, so the pay-for-performance alignment check does not require a No vote under the policy.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,699,202
Non-Audit Fees
$35,750
Non-audit fees (audit-related IT implementation services of $35,750) represent only about 2% of total fees paid to Ernst & Young, well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for Gentex's size and complexity; no material restatements were disclosed; and while auditor tenure is not explicitly stated in the proxy, the absence of confirmed tenure data means the tenure trigger does not fire under the policy.
Overall Assessment
The most significant issue at Gentex's 2026 annual meeting is sustained stock price underperformance: Gentex's shares have declined roughly 15% over three years and 32% over five years while the company's own disclosed compensation peer group gained 36% and 31% respectively, triggering against votes for six of nine director nominees under the TSR underperformance policy. The say-on-pay vote receives a FOR determination because the pay program is structurally sound with strong performance-based pay mix and CEO pay that is not clearly above benchmark, the auditor ratification is straightforward with minimal non-audit fees, and the equity plan proposal falls outside the scope of the current policy.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing