GRACO INC
For the period ended Apr 24, 2026. Filed Mar 11, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2026 · Filed Mar 11, 2026
Contents
Pay Versus Performance
Pay Versus Performance Table
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation
S-K,
the table below discloses, for the last five fiscal years: (i) the total compensation paid (as reported in the Summary Compensation Table (“SCT”)) and the compensation actually paid (“CAP”) to the individuals who served as the Company’s CEOs; (ii) the average of the total compensation paid (as reported in the SCT) and the average CAP to the individuals who served as
non-CEO
NEOs; (iii) the cumulative total shareholder return of the Company and peer group cumulative total shareholder return; (iv) net income; and (v) net sales.
| Year · SummaryCompensationTable Totalfor CurrentCEO(1)($) · CompensationActually Paidto CurrentCEO(1)(4)($) · SummaryCompensationTable Totalfor FormerCEO(2)($) · CompensationActually Paidto FormerCEO(2) ($) · AverageSummaryCompensationTable Totalfor Non-CEONEOs(3)($) · AverageCompensationActually Paidto Non-CEONEOs(3)(4)($) · Value of Initial Fixed $100Investment(5) Based On: · NetIncome (inthousands)($) · NetSales(7)(inthousands)($) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn($) · Peer GroupTotalShareholderReturn(6)($) | ||||||||||
| 2025 | 9,491,330 | 6,140,949 | — | — | 1,584,626 | 1,279,874 | 122 | 170 | 521,839 | 2,236,604 |
| 2024 | 8,361,979 | 4,763,001 | — | — | 1,216,886 | 1,247,444 | 171 | 177 | 486,084 | 2,133,316 |
| 2023 | 9,236,066 | 10,871,942 | — | — | 1,948,817 | 2,226,741 | 175 | 160 | 506,511 | 2,195,606 |
| 2022 | 6,417,072 | 6,011,113 | — | — | 1,324,147 | 1,237,294 | 134 | 126 | 460,645 | 2,143,521 |
| 2021 | 5,422,139 | 5,758,222 | 1,686,160 | 2,042,742 | 1,901,127 | 1,896,267 | 158 | 144 | 439,866 | 1,987,608 |
| (1) | Mark W. Sheahan became President and Chief Executive Officer effective June 10, 2021. |
| (2) | Patrick J. McHale served as President and Chief Executive Officer from June 2007 through June 9, 2021. |
| (3) | The non-CEO NEOs were as follows: David M. Lowe, Angela F. Wordell, Peter O’Shea and Ronita Banerjee (2025); David M. Lowe, Dale D. Johnson, Peter O’Shea and Ronita Banerjee (2024); David M. Lowe, Dale D. Johnson, Christian E. Rothe and Caroline M. Chambers (2023); and David M. Lowe, Dale D. Johnson, Christian E. Rothe and Jeffrey P. Johnson (2022 and 2021). |
| (4) | The table below sets forth the amounts deducted from and added to SCT total compensation to calculate CAP to Mr. Sheahan and average CAP to the non-CEO NEOs for 2025. |
| Adjustments | Current CEO($) | Average of Non-CEONEOs($) |
|---|---|---|
| Total Compensation from SCT | 9,491,330 | 1,584,626 |
| Adjustments for defined benefit and actuarial pension plans: | ||
| Subtract aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the SCT | 1,364,000 | 106,218 |
| Add service cost | 300,000 | 36,500 |
| Add prior service cost | 0 | 0 |
| Adjustments for stock and option awards: | ||
| Subtract SCT amounts of stock and option awards | 5,749,775 | 630,999 |
| Add fair value at 2025 fiscal year-end of awards granted during fiscal year 2025 that are outstanding and unvested at year-end | 4,951,645 | 543,410 |
| +/- The difference between fair value of awards from the end of fiscal year 2024 to the end of fiscal year 2025 for awards granted in any prior fiscal year that are outstanding and unvested at year-end | (1,670,177) | (167,744) |
| Add the fair value as of the vesting date for awards granted and vesting during fiscal year 2025 | 0 | 0 |
| +/- The change in fair value from the end of fiscal year 2024 to the vesting date for awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during fiscal year 2025 | 181,925 | 20,299 |
| Subtract fair value at end of fiscal year 2024 for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during fiscal year 2025 | 0 | 0 |
| Add dividends or other earnings paid on stock or option awards in 2024 prior to vesting if not otherwise included in total compensation for fiscal year 2025 | 0 | 0 |
| Compensation Actually Paid (as calculated) | 6,140,949 | 1,279,874 |
| (5) | Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on the last trading day of fiscal 2020 through and including the end of each fiscal year reported in the table. |
| (6) | The peer group used in this Pay Versus Performance table is the Dow Jones U.S. Industrial Machinery Index, which is the same peer group the Company uses for purposes of the stock performance graph in our Annual Report on Form 10-K. |
| (7) | Our Company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2025 to our Company’s performance, is Net Sales, as reported in our Annual Report on Form 10-K. |
Most Important Financial Measures
The table below lists the most important financial performance measures used by the Company to link CAP to the Company’s NEOs to Company performance.
Most Important Financial Performance Measures
Net Sales
Incentive Earnings Per Share
Divisional Net Sales
Divisional Incentive Earnings Per Share
As further described in the Compensation Discussion and Analysis section of this Proxy Statement, Incentive Bonus Plan targets are weighted 60% corporate Net Sales and 40% corporate Incentive EPS for the CEO, CFO and function executives; 36% corporate Net Sales, 24% corporate Incentive EPS, 24% divisional Net Sales and 16% divisional Incentive EPS for NEOs with divisional leadership responsibility.
Incentive EPS and divisional Incentive EPS exclude certain purchase accounting and
one-time
transaction costs related to acquisitions and divestitures, the initial valuation of acquisitions and potential earn out adjustments, and the effects of excess tax benefits from stock option exercises.
Description of Certain Relationships
The charts below provide a graphic description of the relationship between: (i) the Company’s cumulative total shareholder return and peer group cumulative total shareholder return; (ii) CAP to the CEOs and the average CAP to the
non-CEO
NEOs; (iii) the Company’s net income; and (iv) the Company’s Net Sales.
Supplemental Pay Versus Performance Disclosure
As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, paying for performance is the cornerstone of the Company’s compensation philosophy and program. The MOCC uses Net Sales and Incentive EPS as the sole metrics for our short-term cash incentive plan, and stock options as the sole vehicle for our long-term incentive plan, to motivate our executives to attain annual and long-term goals and operational growth for the Company, and to align our executives’ interests with our shareholders’ interests in creating long-term shareholder value. As depicted in the chart below, over the past 10 years the Company’s cumulative total shareholder return has been 289% versus 298% for the S&P 500 and 317% for the Dow Jones U.S. Industrial Machinery Index. The MOCC believes that the use of Net Sales and Incentive EPS as the sole metrics in our short-term incentive program, and stock options as the sole vehicle in our long-term incentive program, have been highly effective in aligning our executives’ interests with our shareholders’ interests in creating shareholder value over the long term.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.