PACCAR INC (PCAR)
Sector: Industrials
2026 Annual Meeting Analysis
PACCAR INC · Meeting: April 28, 2026
Directors FOR
11
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
John M. Pigott is the brother of Mark C. Pigott, who serves as Executive Chairman of the Company — a familial relationship to senior management that is a disqualifying factor under the voting policy regardless of his relevant experience or substantial stock ownership.
For Analysis
PACCAR's 3-year total shareholder return of 75.4% outpaces the S&P 500 (^GSPC — S&P 500) by +12.9 percentage points, well below the 65pp threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns identified.
Joined in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; brings strong CFO and finance credentials from Chevron and serves on two other boards (Southwest Airlines and Clorox), which is within the four-board limit for non-executive directors.
Long-tenured independent director with chartered accountant credentials and extensive international finance experience; TSR trigger does not apply as PACCAR's 3-year outperformance of the ^GSPC — S&P 500 is only +12.9pp, well below the 65pp threshold.
CEO and executive director since 2019; PACCAR's 3-year TSR of 75.4% outperforms the ^GSPC — S&P 500 by +12.9pp, far short of the 65pp threshold required to trigger an against vote for a director with strong positive absolute returns; also serves on Deere & Company board (one outside seat), within policy limits for a sitting CEO.
Independent director since 2008 with strong industrial manufacturing and CEO experience; serves on two other public boards (NextEra Energy and L3Harris), within the four-board limit; TSR trigger does not apply given strong relative outperformance.
Joined in 2024, within the 24-month new-director exemption; brings deep CFO and semiconductor finance expertise; no policy concerns identified.
Director since 2023, within the 24-month new-director exemption window; brings extensive operational and business system expertise from Blackstone, Fortive, and Danaher; no policy concerns identified.
Joined in 2024, within the 24-month new-director exemption; brings strong Brazilian business leadership and agribusiness executive experience relevant to PACCAR's international operations; no policy concerns identified.
Director since 2021 with broad industrial and technology executive background; TSR trigger does not apply as PACCAR's 3-year outperformance of the ^GSPC — S&P 500 is only +12.9pp, well below the 65pp threshold; no other policy concerns identified.
Long-tenured Supervisory Board member at DAF Trucks N.V. (PACCAR subsidiary) since 2014, bringing deep European industrial and M&A expertise relevant to PACCAR's European truck operations; TSR trigger does not apply; no other policy concerns identified.
Independent lead director since 2020 with 35 years of global automotive executive experience; TSR trigger does not apply given strong relative outperformance versus the ^GSPC — S&P 500; no overboarding or other policy concerns identified.
Eleven of twelve director nominees receive a FOR vote. John M. Pigott is flagged AGAINST solely because he is the brother of Executive Chairman Mark C. Pigott — a familial relationship to senior management that raises independence concerns under the voting policy. All other nominees pass TSR, overboarding, attendance, and qualifications screens; PACCAR's 3-year total shareholder return of 75.4% outperforms the ^GSPC — S&P 500 by +12.9 percentage points, well below the 65pp threshold required to trigger against votes on tenure-overlapping directors.
Say on Pay
✓ FORCEO
R. P. Feight
Total Comp
$12,618,865
Prior Support
93%%
The prior year Say on Pay vote received over 93% support, well above the 70% threshold that would require action. The pay program is heavily performance-oriented — approximately 68% of target total compensation for named executives is variable and tied to annual net income goals and multi-year metrics including three-year net income growth, return on sales, return on capital, and total shareholder return versus peers — satisfying the policy's 50-60% minimum variable pay requirement. CEO total compensation of approximately $12.6 million in 2025 reflects a year in which the annual incentive paid out at only 62.7% of target due to below-target net income, demonstrating that the incentive structure is working as intended to align pay with results, and PACCAR's 3-year total shareholder return of 75.4% meaningfully outperforms the ^GSPC — S&P 500 by +12.9 percentage points, confirming that above-benchmark long-term incentive pay is justified by shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP (EY)
Tenure
N/A
Audit Fees
$9,900,000
Non-Audit Fees
$1,130,000
Non-audit fees (audit-related $0.86M plus tax $0.27M = $1.13M) represent approximately 11.4% of audit fees ($9.90M), well below the 50% threshold that would trigger a concern; EY is a Big 4 firm appropriate for a $58.5B market-cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy and no material restatements are identified.
Overall Assessment
PACCAR's 2026 annual meeting ballot contains three management proposals: director elections, Say on Pay, and auditor ratification. Eleven of twelve director nominees receive a FOR vote — John M. Pigott is flagged AGAINST due to his familial relationship with Executive Chairman Mark C. Pigott — while Say on Pay and EY's reappointment both earn FOR votes based on strong pay-for-performance alignment, a well-structured incentive program, and clean auditor fee ratios.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing