LEGGETT & PLATT INC (LEG)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
LEGGETT & PLATT INC · Meeting: May 21, 2026
Directors FOR
0
Directors AGAINST
8
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Eight Directors
Against Analysis
Ms. Barbee has served since 2022 and her tenure fully overlaps a period of severe stock underperformance — Leggett's shares fell about 67% over three years while the company's own compensation peer group gained about 32% on average, a gap of roughly 98 percentage points, which far exceeds the 20-point threshold required to trigger a vote against a director; the five-year record is equally poor, so no mitigating long-term track record applies.
Mr. Brunner has served since 2009 and his lengthy tenure encompasses the entire period of severe underperformance — Leggett's shares lost about 67% over three years while the peer group gained roughly 32%, a gap far exceeding the 20-point trigger threshold; the five-year record shows an even larger gap of about 100 percentage points, so there is no longer-term track record to soften the concern.
Ms. Campbell has served since 2019 and her full tenure coincides with the period of severe stock underperformance — Leggett's three-year return of about -67% trails the peer group median of about +32% by roughly 98 percentage points, far above the 20-point threshold; the five-year comparison confirms the pattern with a gap of about 100 percentage points, eliminating any mitigating effect from a stronger longer-term record.
Mr. Glassman serves as both CEO and Board Chairman and has been a director since 2002, meaning his tenure fully covers the period of severe underperformance; as the policy requires, executive directors are subject to the same TSR trigger as independent directors, and the roughly 98-percentage-point gap in three-year returns far exceeds the threshold; this vote against him as a director is separate from the Say on Pay evaluation.
Mr. McClanathan has served since 2005 and his tenure fully encompasses the period of deep underperformance — Leggett's shares fell about 67% over three years while peers gained roughly 32%, a gap of about 98 percentage points against a 20-point trigger; the five-year gap of about 100 percentage points confirms sustained underperformance with no mitigating long-term track record.
Mr. Padmanabhan has served since 2018 and his tenure covers the full period of severe stock underperformance; the roughly 98-percentage-point three-year gap against Leggett's own peer group far exceeds the 20-point threshold for negative absolute TSR, and the five-year comparison shows an equally wide gap, leaving no basis for a mitigating longer-term track record.
Mr. Shah has served since 2019 and his tenure spans the entire period of severe underperformance; with Leggett's three-year total return about 98 percentage points below the peer group median — far above the 20-point trigger for negative absolute TSR — and the five-year gap being even wider, there is no mitigating track record to consider.
Ms. Wood has served since 2005 and her lengthy tenure covers the full period of deep stock underperformance; the three-year gap of roughly 98 percentage points between Leggett's return and the peer group median is far above the 20-point trigger, and the five-year data confirms sustained underperformance of about 100 percentage points, with no longer-term outperformance period to act as a mitigant.
For Analysis
All eight director nominees receive a vote AGAINST. Leggett's shares lost about 67% over the past three years while the company's own disclosed compensation peer group gained roughly 32% on average — a gap of approximately 98 percentage points that far exceeds the 20-point underperformance threshold applicable when absolute three-year returns are negative. The five-year comparison confirms the trend with an even larger gap of about 100 percentage points, eliminating the potential mitigant available when three-year underperformance is a recent departure from a solid long-term record. Every nominee has served more than 24 months and is therefore fully subject to the TSR trigger.
Say on Pay
✓ FORCEO
Karl G. Glassman
Total Comp
$10,893,870
Prior Support
95%%
The CEO's total reported compensation of approximately $10.9 million is broadly consistent with benchmark expectations for a CEO at a roughly $1–2 billion market-cap consumer cyclical manufacturer, and the pay structure is heavily weighted toward variable, performance-linked pay — the proxy states 87% of target CEO pay is variable, well above the 50–60% minimum threshold. The incentive plan design uses meaningful multi-year performance conditions (three-year EBITDA, ROIC, and relative TSR multiplier for the long-term equity awards), and the 2023 performance stock awards actually paid out at zero because the company missed its EBITDA and ROIC thresholds, demonstrating that the plan holds executives accountable for underperformance. Prior shareholder support was 95% in 2025, well above the 70% threshold that would require a response, and there are no structural concerns such as single-trigger change-in-control vesting, tax gross-ups, or absence of a clawback policy.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
35 yrs
Audit Fees
$2,911,061
Non-Audit Fees
$442,975
PwC has been Leggett's auditor continuously since 1991 — approximately 35 years — which exceeds the 25-year tenure threshold in the voting policy; the proxy does not provide a specific and compelling justification for continuing the relationship (such as a concrete multi-year rotation plan or exceptional independently verified audit quality metrics), so the tenure trigger applies and a vote against ratification is warranted; the non-audit fee ratio of about 15% (non-audit fees of roughly $443,000 against audit fees of about $2.9 million) is well within the 50% limit and raises no independence concern on its own.
Overall Assessment
The 2026 Leggett & Platt ballot presents a mixed picture: the Say on Pay proposal earns a FOR vote because the compensation structure is genuinely performance-linked and the 2023 long-term awards paid out at zero when financial targets were missed, but all eight director nominees receive AGAINST votes due to Leggett's severe and sustained stock underperformance — roughly 98 percentage points below the company's own peer group median over three years — and PwC's ratification is opposed on auditor tenure grounds, as the firm has served continuously for approximately 35 years without a compelling case for continuation disclosed in the proxy.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing