MSA SAFETY INC (MSA)
Sector: Industrials
2026 Annual Meeting Analysis
MSA SAFETY INC · Meeting: May 8, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors for a term expiring in 2029
Director since 2007 with strong relevant experience as a former MSA CEO; MSA's 3-year return of +29.3% trails the peer group median by only 18.7 percentage points, well below the 65-point threshold required to trigger a vote against given MSA's strong-positive absolute return; attendance and independence requirements are met.
Director since 2004 with financial and operational expertise; the peer-group TSR gap of -18.7 percentage points over three years does not meet the 65-point trigger threshold for a strong-positive absolute return company, and all other policy screens (attendance, independence, qualifications) are clear.
Director since 2017 serving as Non-Executive Chairman; the 3-year peer underperformance gap of -18.7 percentage points is well short of the 65-point threshold that would trigger a vote against, and no other policy flags (overboarding, attendance, independence) apply.
All three nominees pass the TSR trigger test — MSA's 3-year absolute return of +29.3% places it in the strong-positive tier, requiring a 65-percentage-point gap versus the peer median to trigger a vote against; the actual gap is only 18.7 points. No overboarding, attendance, or independence concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Steven C. Blanco
Total Comp
$6,430,363
Prior Support
97.2%%
CEO total compensation of $6.43 million is reasonable for a $6.4 billion industrial safety company and does not appear to exceed benchmarks for this title, sector, and market-cap band by a concerning margin. The pay program is well-structured: the CEO has 70.5% of total pay in performance-based components (well above the 50-60% policy threshold), incentive metrics include multi-year performance stock awards tied to EBITDA margin, revenue growth, and relative total shareholder return, and the company maintains two robust clawback policies. Shareholders overwhelmingly approved this program at 97.2% in the prior year, and no pay-for-performance misalignment triggers — such as above-benchmark variable pay alongside significant stock underperformance — are present.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table in the text provided, so the non-audit fee ratio trigger cannot be evaluated; per policy, the tenure trigger requires confirmed data to fire and tenure is not disclosed in the available text, so no negative trigger applies. Ernst & Young is a Big 4 firm fully adequate for a $6.4 billion public company, and no material restatements are disclosed.
Overall Assessment
MSA Safety's 2026 annual meeting presents a clean ballot with three standard proposals and no stockholder-submitted proposals. All director nominees pass the TSR underperformance test, the CEO pay program is well-structured with strong variable pay emphasis and robust clawbacks, and Ernst & Young is an appropriate auditor for a company of MSA's size.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing