Sector: Industrials
TIC SOLUTIONS INC · Meeting: July 1, 2026
Directors FOR
10
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Election of eleven (11) directors for a one-year term expiring at the 2027 Annual Meeting of Stockholders
Against Analysis
Robert A. E. Franklin is the son of Co-Chairman Sir Martin E. Franklin, creating a familial relationship with a senior board member at the founder-controlled company; the policy calls for an AGAINST vote where a director has a familial relationship to senior management, as this relationship undermines independent oversight.
For Analysis
Sir Martin is a co-founder and Co-Chairman classified as non-independent with no committee assignments; the TSR trigger does not apply as the company has been listed less than three years, attendance is disclosed as satisfactory, and no other policy trigger is met.
Ms. Bush is an independent director with relevant legal and board experience, joined in 2024, attendance meets the 75% threshold, and the 3-year TSR trigger does not apply given the company's limited listing history.
Mr. Cullinan is the Lead Independent Director and Audit Committee Chair with strong financial and executive credentials, attendance meets the 75% threshold, and no policy trigger is met; the 3-year TSR trigger does not apply.
Ms. Hepding is an independent director with corporate strategy and finance experience relevant to TIC's industrials business, attendance meets the 75% threshold, and no policy trigger is met.
Mr. Heraud became CEO and joined the board in August 2025, well within the 24-month exemption window for the TSR trigger, and his technical industry experience is directly relevant; no other policy trigger is met.
Mr. Hochfelder is an independent director serving on the Audit and Compensation Committees with investment and board experience, attendance meets the 75% threshold, and no policy trigger is met.
Mr. Lillie is an independent director with extensive operational leadership experience and serves on the Compensation and Nominating Committees, attendance meets the 75% threshold, and no policy trigger is met.
Mr. Pizzey served as CEO until March 2026 and is classified as non-independent with no committee assignments; the 3-year TSR trigger does not apply given the company's limited listing history, and no other policy trigger fires.
Mr. Roth joined in August 2025, well within the 24-month new-director exemption from the TSR trigger, and brings broad finance and governance experience; no policy trigger is met.
Mr. Wright joined in August 2025, well within the 24-month new-director exemption from the TSR trigger, and brings over 45 years of engineering company management experience directly relevant to TIC's business; no policy trigger is met.
Ten of eleven directors receive a FOR vote. Robert A. E. Franklin receives an AGAINST vote solely because of his familial relationship with Co-Chairman Sir Martin E. Franklin, which raises concerns about independent oversight at this founder-influenced company. The 3-year TSR accountability trigger does not apply to any director because TIC Solutions has been listed for less than three years and a full 3-year return record is not yet available. All directors met the 75% meeting attendance threshold. Three directors who joined in August 2025 — Heraud, Roth, and Wright — are within the 24-month new-director exemption window regardless.
CEO
Benjamin Heraud
Total Comp
$986,249
Prior Support
N/A
The current CEO, Benjamin Heraud, received total compensation of $986,249 for 2025 — but this covers only approximately five months of service following his appointment in August 2025 at a $550,000 annualized base salary, making a direct full-year benchmark comparison impractical; annualized, his compensation is well within market norms for a CEO at a $1.6 billion industrials company. The pay program is structured appropriately, with 50% time-based and 50% performance-based equity awards, and the company's Adjusted EBITDA miss in 2025 correctly resulted in zero cash bonuses being paid under the annual incentive plan — demonstrating that the pay-for-performance mechanism is functioning as intended. A meaningful clawback policy is in place, no prior Say on Pay vote history exists to trigger a response requirement, and no individual executive pay levels breach the policy thresholds; the overall structure warrants support.
Auditor
PricewaterhouseCoopers LLP
Tenure
2 yrs
Audit Fees
$5,000,000
Non-Audit Fees
$2,015,000
PwC's non-audit fees for 2025 totaled $2,015,000 (tax fees of $2,013,000 plus other fees of $2,000) against audit fees of $5,000,000, producing a non-audit fee ratio of approximately 40% — which on its own is within the acceptable range. However, when audit-related fees are properly excluded from the audit fee base per policy guidance and the tax and other advisory fees are considered as the non-audit component, the ratio is $2,015,000 / $5,000,000 = approximately 40%, which is below the 50% trigger. Correcting the calculation: non-audit fees ($2,015,000) divided by audit fees ($5,000,000) equals 40.3%, which is below the 50% threshold. PwC's tenure is approximately 2 years (appointed November 2024), well below the 25-year concern threshold, and no material restatements have been disclosed; the vote is therefore FOR.
Meeting held July 1, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Byron Roth | 99.9% | 140.0M | 141,876 | ✓ Elected |
| Benjamin Heraud | 99.8% | 140.7M | 289,062 | ✓ Elected |
| Antoinette C. Bush | 99.8% | 140.5M | 328,970 | ✓ Elected |
| Talman Pizzey | 99.7% | 140.6M | 396,556 | ✓ Elected |
| Elizabeth Meloy Hepding | 99.6% | 140.3M | 516,364 | ✓ Elected |
| Peter Hochfelder | 99.6% | 140.3M | 580,624 | ✓ Elected |
| Robert A E. Franklin | 99.5% | 140.3M | 700,820 | ✓ Elected |
| Rory Cullinan | 99.5% | 140.2M | 703,750 | ✓ Elected |
| Sir Martin E. Franklin | 98.0% | 138.1M | 2.9M | ✓ Elected |
| Dickerson Wright | 97.1% | 136.9M | 4.1M | ✓ Elected |
| James E. Lillie | 89.7% | 126.4M | 14.5M | ✓ Elected |
Auditor Ratification
For 151.8M · Against 10.3M · Abstain 105,842
Other Proposals
Proposal 3
Advisory Vote on The Frequency of Future Advisory Votes to Approve Executive Compensation
TIC Solutions' 2026 annual meeting ballot contains two formal proposals — director elections and auditor ratification — with no Say on Pay or stockholder proposals on the ballot. The primary governance concern is the familial relationship between Executive Chairman Robert A. E. Franklin and Co-Chairman Sir Martin E. Franklin, which warrants an AGAINST vote on Robert Franklin; all other directors receive FOR votes as no TSR trigger applies given the company's sub-three-year listing history, and PwC's ratification is supported given its short tenure, clean audit record, and a non-audit fee ratio of approximately 40% that falls below the policy's 50% threshold.
16 companies disclosed in 2026 proxy filing
