MANITOWOC INC (MTW)
Sector: Industrials
2026 Annual Meeting Analysis
MANITOWOC INC · Meeting: May 5, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Bélec has served since 2019, meaning her tenure fully covers the period during which MTW's stock fell 35.2% while the company's own compensation peer group (19 companies) rose 43.2% on average — a gap of 78.4 percentage points, far exceeding the 20-point trigger; the 5-year record is equally poor (gap of 71.7 points), so no long-term mitigant applies.
Ms. Davis joined the board in 2021 and has served for approximately four years, substantially overlapping the three-year underperformance window; MTW shareholders lost 35.2% while peer-group shareholders gained 43.2%, a 78-point gap that well exceeds the policy trigger, and the 5-year record offers no relief.
Mr. Krueger has served since 2004 as a long-tenured director and current Non-Executive Board Chair, making him directly accountable for the sustained underperformance; over three years MTW stock fell 35.2% against a peer group that rose 43.2%, and the five-year track record is equally poor, leaving no basis for a mitigant.
Mr. Malone joined in 2021 and his roughly four-year tenure substantially covers the period of severe underperformance; with MTW down 35.2% against peers up 43.2% and no improvement over five years, the TSR trigger fires with no available mitigant.
Mr. Myers has served since 2016, giving him a tenure that fully overlaps the underperformance period; MTW's stock declined 35.2% over three years while the peer group gained 43.2%, and the five-year comparison (MTW -47.1% vs peers +24.6%) is similarly poor, so no long-term mitigant applies.
As CEO and director since 2020, Mr. Ravenscroft bears direct executive responsibility for the company's performance; MTW's stock fell 35.2% over three years against a peer-group gain of 43.2%, and the five-year record is worse (MTW -47.1%), so the TSR trigger fires and no long-term mitigant is available — this director vote is separate from the Say on Pay evaluation.
For Analysis
Mr. Gwillim joined the board in 2024 and has served less than 24 months, making him exempt from the TSR trigger under policy; he also brings relevant financial expertise as a sitting CFO and certified public accountant.
Mr. Rourke joined the board in January 2026, well within the 24-month exemption window, so the TSR trigger does not apply; as a sitting public-company CEO he holds only one outside board seat (MTW), which does not exceed the policy limit of two outside seats.
Mr. Wood joined the board in January 2026, within the 24-month new-director exemption, so the TSR trigger does not apply; as a sitting public-company CEO he holds only one outside board seat (MTW), which does not exceed the policy limit.
Six of nine nominees — Bélec, Davis, Krueger, Malone, Myers, and Ravenscroft — receive AGAINST votes because MTW's stock has fallen 35.2% over three years while its own disclosed compensation peer group has gained 43.2%, a gap of 78 percentage points that far exceeds the 20-point policy trigger for negative absolute TSR; the five-year record (MTW -47.1% vs peers +24.6%) provides no mitigant; three nominees — Gwillim, Rourke, and Wood — are exempt because they joined the board within the past 24 months.
Say on Pay
✓ FORCEO
Aaron H. Ravenscroft
Total Comp
$5,052,437
Prior Support
83%%
The prior year Say on Pay vote received 83% support, well above the 70% threshold that would require visible changes; the CEO's total reported compensation of approximately $5.05 million sits below his $6.12 million target total direct compensation, reflecting a realizable pay figure that is about $1 million below target due to below-target short-term incentive payouts (70% of target) and stock price pressure — meaning incentive pay is actually being reduced in line with performance rather than inflated above benchmark. The pay mix is appropriate: 83% of the CEO's target pay is variable and at-risk, and the company maintains a Compensation Recovery (clawback) policy, both of which satisfy policy requirements.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,807,000
Non-Audit Fees
$47,250
Non-audit fees (tax fees of $47,250) represent only about 2.6% of audit fees ($1,807,000), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; Deloitte is a Big 4 firm appropriate for a company of MTW's size and complexity.
Overall Assessment
The 2026 MTW ballot is dominated by a severe director accountability issue: the stock has lost 35.2% over three years while the company's own peer group gained 43.2%, triggering AGAINST votes for six of nine director nominees who have been on the board long enough to be held accountable; the auditor ratification and Say on Pay proposals both pass policy screens and receive FOR votes.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing