OSHKOSH CORP (OSK)
Sector: Industrials
2026 Annual Meeting Analysis
OSHKOSH CORP · Meeting: May 5, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors
Director since 2015 with strong CEO-level industrial experience; OSK's 3-year return of +89.7% outpaces PSCI (Invesco S&P SmallCap Industrials ETF) by +21.7pp, well below the 65pp threshold to trigger an against vote; no overboarding, attendance, or independence concerns.
Director since 2024, joined within the 24-month new-director exemption window; exempt from TSR trigger; serves as CEO of Zebra Technologies (one outside public board seat, within limits); brings relevant technology and innovation expertise.
Director since 2024, joined within the 24-month new-director exemption window; exempt from TSR trigger; currently holds two public board seats (Duke Energy, NXP Semiconductors) plus OSK, within overboarding limits as she is not a sitting CEO; brings strong CEO-level industrial and operational expertise.
Director since 2021; OSK's 3-year outperformance vs. PSCI (Invesco S&P SmallCap Industrials ETF) of +21.7pp is far below the 65pp trigger threshold; no overboarding or attendance issues; brings valuable technology and autonomous systems expertise as Human Resources Committee Chair.
Director since 2019; currently listed with three public board seats (Axalta Coating Systems, FuelCell Energy, TPI Composites) in addition to OSK, totaling four seats — right at the policy limit of four; no trigger fires as the policy threshold is four or more seats, so this is at but not over the limit; TSR performance vs. PSCI (Invesco S&P SmallCap Industrials ETF) does not trigger an against vote; vote is FOR with a note that any additional board seat would cross the overboarding threshold.
Director since 2016; OSK's strong 3-year TSR outperformance vs. PSCI (Invesco S&P SmallCap Industrials ETF) of +21.7pp is well below the 65pp trigger threshold; no overboarding concerns; serves as Governance Committee Chair with relevant marketing and strategy expertise.
Director since 2011 with deep CFO-level financial expertise; serves as Audit Committee Chair; OSK's 3-year TSR vs. PSCI (Invesco S&P SmallCap Industrials ETF) does not breach the 65pp trigger; holds two other public board seats (AleAnna, Verde Clean Fuels), within limits; 100% meeting attendance.
Director since 2022; OSK's strong positive 3-year TSR of +89.7% against PSCI (Invesco S&P SmallCap Industrials ETF) does not trigger an against vote at the +21.7pp gap vs. the 65pp threshold; brings unique defense and risk management experience relevant to OSK's military vehicle business; no overboarding or attendance concerns.
President and CEO since 2021; as an executive director he is subject to the same TSR trigger as other directors — OSK's 3-year TSR outperforms PSCI (Invesco S&P SmallCap Industrials ETF) by +21.7pp, well below the 65pp threshold; holds one outside public board seat (James Hardie Industries), within limits for a sitting CEO; 100% meeting attendance.
Director since 2018 with former CFO experience; OSK's 3-year TSR vs. PSCI (Invesco S&P SmallCap Industrials ETF) does not approach the 65pp trigger threshold; holds one outside public board seat (Amentum Holdings), within limits; 100% meeting attendance.
All ten director nominees pass the voting policy screens. OSK's 3-year price return of +89.7% outpaces the PSCI (Invesco S&P SmallCap Industrials ETF) by +21.7 percentage points, which is far below the 65pp underperformance threshold required to trigger an against vote under the strong-positive TSR tier. All directors attended 100% of meetings. Burns and Clayton joined in 2024 and are within the 24-month new-director exemption. Jordan holds four total public board seats (including OSK), which is at but not over the four-board overboarding limit. The board is well-qualified with relevant industry, financial, and operational expertise.
Say on Pay
✓ FORCEO
John C. Pfeifer
Total Comp
$12,935,995
Prior Support
92.8%%
CEO total compensation of approximately $12.9 million is consistent with benchmarks for a CEO at a large-cap industrials company with OSK's market cap of $8.8 billion, and the pay program is heavily weighted toward variable, performance-based pay — with base salary representing roughly 10% of total compensation and over 85% delivered through equity awards and annual cash incentives tied to operating income, free cash flow conversion, relative TSR, and relative ROIC. The prior Say on Pay vote received 92.8% shareholder support, well above the 70% threshold, indicating broad shareholder satisfaction. The annual cash incentive payout to the CEO was 70.4% of target (reflecting below-target operating income and free cash flow results), demonstrating that the incentive structure is functioning as intended and pay moved in line with performance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$5,247,000
Non-Audit Fees
$39,000
Non-audit fees (audit-related fees of $27,000 plus tax fees of $12,000 = $39,000) represent less than 1% of audit fees of $5,247,000, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a company of OSK's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy. No material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal — Directors Who Fail to Obtain a Majority Vote
John Chevedden is a well-known individual governance activist with a long track record of submitting legitimate shareholder rights proposals, and this proposal addresses a genuine governance concern: under the current bylaws, the board retains discretion to reject a director resignation even after a majority-withheld vote, with no firm deadline for removal. The proposal would require a director who fails to win majority support to leave the board within nine months — a straightforward accountability improvement that closes the gap in the current 'majority voting lite' framework. The company's argument that its existing 90-day board-decision process is adequate understates the problem: a board can still decide to keep a rejected director indefinitely, which dilutes the meaning of a majority-withheld vote; imposing a firm outside deadline of nine months is a modest but meaningful upgrade to shareholder accountability.
Overall Assessment
Oshkosh Corporation's 2026 annual meeting presents a clean ballot with no significant governance red flags. All ten director nominees are supported, the auditor passes fee ratio and adequacy tests, the Say on Pay program is well-structured and received 92.8% support in 2025, and the sole shareholder proposal — from credible governance activist John Chevedden — warrants support as it would close a meaningful gap in board accountability following failed director elections.