Sector: Industrials
KARMAN HOLDINGS INC · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class I Directors
Ms. Petryszyn joined the board in May 2025 (less than 24 months ago), making her exempt from the TSR underperformance trigger; she brings deep aerospace and defense experience from senior roles at Northrop Grumman, Raytheon, and Hughes Aircraft, and her attendance exceeded the 75% threshold.
Mr. Twitty joined the board in February 2025 (less than 24 months ago), making him exempt from the TSR underperformance trigger; he brings relevant defense industry expertise from 40 years of military service and board roles at defense and technology companies, and his attendance exceeded the 75% threshold.
Both Class I director nominees joined the board in early-to-mid 2025, placing them within the 24-month new-director exemption from the TSR underperformance trigger. The company's 3-year stock return of +192% beats the XLI benchmark by +111.3 percentage points, well above the 65-percentage-point threshold required to trigger a vote against directors — so even without the new-director exemption, the TSR test would pass. Both nominees have strong and relevant defense/aerospace backgrounds, and all directors attended at least 90% of meetings. No overboarding, independence, or familial relationship concerns were identified for either nominee.
CEO
Tony Koblinski
Total Comp
$814,077
Prior Support
N/A
Karman is an emerging growth company and is explicitly exempt from the requirement to hold a Say on Pay vote under the JOBS Act, so no formal advisory vote appears on this ballot. The CEO's total reported compensation of $814,077 for 2025 (consisting of $400,000 base salary and a $400,000 performance bonus tied to an Adjusted EBITDA target that was met, plus $14,077 in 401(k) matching and a home rental stipend) appears modest and well-structured relative to an $11.6 billion market cap industrial company. The incentive pay was earned against a disclosed, measurable performance target (Adjusted EBITDA of $140 million; actual of approximately $145 million), and the company has a clawback policy in place; there are no red flags on pay structure or level.
Auditor
Baker Tilly US, LLP
Tenure
1 yrs
Audit Fees
$2,435,518
Non-Audit Fees
$981,227
The non-audit fees paid to Baker Tilly (audit-related fees of $125,592 plus tax fees of $855,635, totaling $981,227) represent approximately 40% of audit fees on their own face, but when combined they represent roughly 40% — however, under the policy, audit-related fees that are not part of the statutory audit scope are included in the non-audit calculation: total non-audit fees of $981,227 divided by audit fees of $2,435,518 equals approximately 40%, which is below the 50% threshold. Recalculating: $981,227 / $2,435,518 = 40.3%, which is below 50%, so the non-audit fee ratio trigger does NOT fire. Baker Tilly only formally became auditor in June 2025 following the merger with Moss Adams, giving them a tenure of less than one year — well below the 25-year concern threshold. No material restatements were disclosed, and Baker Tilly, as a large national firm, is adequate for a company of Karman's size and complexity. Accordingly, the vote is FOR.
The 2026 Karman Holdings annual meeting features a single formal voting proposal — the election of two Class I directors (Mary Petryszyn and Stephen Twitty), both of whom are recommended FOR based on strong defense-industry credentials, less than 24 months of board tenure (exempting them from the TSR trigger), and the company's outstanding stock performance (+192% over three years, beating the XLI benchmark by over 111 percentage points). Auditor ratification is not a formal agenda item on this ballot, but Baker Tilly's fee structure (non-audit fees at approximately 40% of audit fees) and short tenure present no concerns; no Say on Pay vote is required as Karman qualifies as an emerging growth company.
