LEGENCE CORP CLASS A (LGN)
Sector: Industrials
2026 Annual Meeting Analysis
LEGENCE CORP CLASS A · Meeting: June 11, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Coghlan joined the board in December 2025 — well within the 24-month new-director exemption — so the TSR trigger does not apply; he brings extensive relevant executive and advisory experience in industrial/mechanical services companies including prior CEO tenure at Watts Water Technologies.
Khan joined in January 2025 and is within the 24-month new-director exemption from the TSR trigger; he has broad infrastructure and energy investment experience through his senior role at Blackstone Private Equity and multiple relevant board seats, providing meaningful strategic oversight capability.
Both Class I nominees are exempt from the TSR performance trigger due to tenures of less than 24 months; no overboarding, attendance, independence, or qualification concerns were identified, and the policy default of FOR applies to both.
Say on Pay
✓ FORCEO
J. Sprau
Total Comp
$8,281,845
Prior Support
N/A
CEO Jeffrey Sprau's total reported pay of approximately $8.3 million is within a reasonable range for a CEO at a $13 billion industrial services company, and the pay structure is heavily weighted toward variable compensation — base salary of $1 million represents only about 12% of total compensation, well below the 40% fixed-pay threshold. The annual bonus plan used quantitative targets (75% weighted to EBITDA, 5% to safety metrics) that were clearly disclosed, and the company significantly exceeded its EBITDA target ($370M actual vs. $328M target), justifying the above-target payouts of approximately 158% of the bonus target for the CEO. This is the company's first Say on Pay vote following its September 2025 IPO so there is no prior-year support benchmark to consider, and the company's stock has outperformed the XLI sector ETF benchmark by approximately 133 percentage points over the past year, demonstrating strong pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$11,312,000
Non-Audit Fees
$0
All non-audit fees (audit-related, tax, and other) were zero in 2025, so the non-audit fee ratio is 0% — well within the 50% threshold; auditor tenure is not disclosed so the tenure trigger cannot fire per policy; Deloitte is a Big 4 firm fully appropriate for a $13B market-cap company; no material restatements were identified.
Overall Assessment
The 2026 Legence Corp. annual meeting presents a straightforward ballot: both director nominees are newly appointed and exempt from the TSR trigger, the auditor has no non-audit fees and passes all applicable screens, and the CEO's pay program is heavily performance-based with results that clearly justified above-target payouts given strong EBITDA outperformance and exceptional stock price gains. No policy triggers fire across any of the standard proposals, supporting FOR votes on directors, Say on Pay, and auditor ratification.