HELIOS TECHNOLOGIES INC (HLIO)
Sector: Industrials
2026 Annual Meeting Analysis
HELIOS TECHNOLOGIES INC · Meeting: June 15, 2026
Directors FOR
1
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Dempsey Brown has served since April 2020, meaning her tenure fully overlaps the three-year period in which Helios shares returned only +13.2% while the company's own compensation peers returned a median of +88.5% — a gap of 75.3 percentage points, well above the 35-point trigger for companies with low positive absolute returns; the five-year record shows the same problem (58.1 points below the peer median), so the longer-term data does not provide a mitigating reprieve.
Mr. Chenanda has served since April 2020, so his tenure fully covers the three-year period in which Helios trailed its compensation peer group by 75.3 percentage points — far exceeding the 35-point threshold applicable when a company's absolute three-year return is between 0% and 20%; the five-year comparison also shows a 58.1-point shortfall versus the peer median, meaning the longer track record does not rescue the three-year result.
Dr. Schuetz has been a director since 2014 and bears full accountability for the three-year period in which Helios shares lagged its compensation peer group median by 75.3 percentage points — more than double the 35-point trigger; the five-year comparison similarly shows a 58.1-point gap below the peer median, confirming that underperformance is not a recent blip against an otherwise strong long-term record.
For Analysis
Mr. Walsh joined the board in June 2025, less than 24 months before this meeting, and is therefore exempt from the TSR underperformance trigger under the policy's new-director exemption; no other disqualifying factors — overboarding, attendance issues, independence concerns, or familial relationships — are present.
Three of the four director nominees (Dempsey Brown, Chenanda, Schuetz) are voted AGAINST because Helios shares have lagged the company's own compensation peer group by 75.3 percentage points over three years — well above the 35-point trigger for a company with low positive absolute returns — and the five-year data provides no mitigating relief; newly appointed Ian Walsh is exempt from the TSR trigger as he joined less than 24 months ago.
Say on Pay
✓ FORCEO
Sean Bagan
Total Comp
$3,383,351
Prior Support
99%%
CEO Sean Bagan received total compensation of approximately $3.38 million in fiscal 2025, which is reasonable for a CEO at a $2.2 billion industrial-machinery company and does not appear to exceed the 20% above-benchmark threshold that would trigger a No vote. The pay structure is well-designed: a majority of compensation is variable and at risk (performance-based stock options tied to three-year sales and adjusted EPS targets plus a relative total shareholder return modifier, and a cash bonus tied to EBITDA, sales, and free cash flow), and the 2023–2025 long-term performance awards paid out at zero because the company missed its targets, demonstrating that the incentive program actually withholds pay when results disappoint. The company also has a meaningful clawback policy and received 99% shareholder support in 2025, so there is no prior-year engagement failure to flag.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose the specific auditor fee table or Grant Thornton's tenure length in the text provided, so no fee-ratio or tenure trigger can be confirmed; in the absence of confirmed data the policy requires a FOR vote, and Grant Thornton is a large national firm appropriate for a $2.2 billion public company.
Overall Assessment
The 2026 Helios Technologies annual meeting ballot presents a mixed picture: three of four director nominees are voted AGAINST due to severe three-year stock underperformance versus the company's own compensation peers (a 75-point gap with no five-year reprieve), while the Say on Pay vote is supported because CEO pay is reasonable, the incentive structure is genuinely performance-linked, and the 2023–2025 long-term awards correctly paid out nothing when targets were missed. The auditor ratification receives a FOR vote in the absence of confirmed fee or tenure data that would trigger a concern.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing