CARLISLE COMPANIES INC (CSL)
Sector: Industrials
2026 Annual Meeting Analysis
CARLISLE COMPANIES INC · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Ms. Palmer joined the board in January 2025, well within the 24-month exemption window, so no TSR trigger applies; she brings over 35 years of building products industry experience as CEO of Taylor Morrison Home Corporation and holds no overboarding concerns with only one current outside public board seat.
Mr. Singh has served since December 2017 and CSL's 3-year price return of 54.5% is strongly positive; against the company's disclosed benchmark ^MDY (S&P MidCap 400), the proxy states CSL's 3-year TSR of 42.59% ranked at the 63.49th percentile of the index, indicating outperformance rather than underperformance, so no TSR trigger fires; he holds one outside public board seat (James Hardie Industries) and has no overboarding concern.
Both nominees pass all policy screens: neither is overboarded, both have relevant qualifications, all directors attended 100% of meetings in 2025, and CSL's 3-year TSR of approximately 42.6% ranked above the median of its disclosed ^MDY benchmark, so the TSR underperformance trigger does not fire for either director.
Say on Pay
✓ FORCEO
D. Christian Koch
Total Comp
$11,359,438
Prior Support
77%%
CEO total compensation of $11,359,438 is within a reasonable range for a CEO at a $13.9B industrial company, and the pay mix is heavily variable — roughly 80% of total pay is in stock awards, option awards, and incentive compensation, well above the 50-60% policy threshold. The prior year say-on-pay received 77% support (above the 70% no-action threshold), and the company engaged with shareholders representing approximately 60% of shares outstanding, explaining the one-time 2024 success payment that drove the lower vote; the Compensation Committee confirmed no structural changes were needed. Pay-for-performance alignment is strong: the 2025 performance share payout was 153.95% of target based on CSL's 3-year TSR ranking at the 63.49th percentile of the ^MDY (S&P MidCap 400) index, and no annual cash bonus was paid to the CEO or most executives because consolidated financial targets were missed, demonstrating that the incentive structure is functioning as intended.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific dollar amounts for audit and non-audit fees in the text provided, so the non-audit fee ratio trigger cannot be evaluated; however, per policy, the tenure trigger requires confirmed data to fire and tenure is not disclosed, so no trigger fires; Deloitte & Touche LLP is a Big 4 firm fully adequate for a $13.9B market cap company, and no material restatements are disclosed, supporting a FOR vote by default.
Overall Assessment
The 2026 Carlisle Companies annual meeting presents three standard proposals: election of two directors (Sheryl D. Palmer and Jesse G. Singh), advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor. All three proposals receive a FOR vote determination — the director nominees are qualified and not overboarded, the company's stock has outperformed the ^MDY (S&P MidCap 400) benchmark over the relevant period, executive pay is heavily performance-linked with the CEO receiving no annual cash bonus in 2025 due to missed targets, and no auditor independence concerns are identified.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing