02/04/2025 | Press release | Distributed by Public on 02/04/2025 06:20
☐ | Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
☒ | No fee required | ||||
☐ | Fee paid previously with preliminary materials | ||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Worldwide Headquarters | ||
8111 Lyndale Avenue South | ||
Bloomington, MN 55420-1196 | ||
952-888-8801 |
Date: | Tuesday, March 18, 2025 | ||||
Time: | 2:00 p.m., Central Daylight Time | ||||
Location: |
Virtual
www.virtualshareholdermeeting.com/TTC2025
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Agenda: |
1. To elect as directors the four nominees named in the proxy statement: Jeffrey L. Harmening, Joyce A. Mullen, and James C. O'Rourke for a term of three years ending at the 2028 Annual Meeting of Shareholders; and to rebalance the classes of directors to achieve a more equal distribution of directors among classes, Richard M. Olson, for a term of two years ending at the 2027 Annual Meeting of Shareholders;
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2. To ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2025;
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3. To approve, on an advisory basis, our executive compensation; and
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4. To transact any other business properly brought before the annual meeting or any adjournment or postponement of the annual meeting.
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BY ORDER OF THE BOARD OF DIRECTORS | ||
Joanna M. Totsky
Vice President, General Counsel
and Corporate Secretary
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LETTER TO SHAREHOLDERS |
i
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NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS |
iii
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THE TORO COMPANY HIGHLIGHTS AND PROXY STATEMENT EXECUTIVE SUMMARY |
vii
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Business Overview |
vii
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Highlights of Our Financial, Operational and Strategic Achievements for Fiscal 2024 |
vii
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The Toro Company's Commitment to Sustainability |
viii
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2025 Annual Meeting of Shareholders |
viii
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Meeting Agenda, Voting Matters and Recommendations |
viii
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How to Cast Your Vote |
ix
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Corporate Governance Highlights |
ix
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Information About our Board of Directors |
x
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Executive Compensation |
xi
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Fiscal 2024 Executive Compensation Summary |
xi
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PROXY STATEMENT |
1
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GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING AND VOTING |
1
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on Tuesday, March 18, 2025 |
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When and Where Will the Annual Meeting Be Held? |
1
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Why is the Annual Meeting Being Held Virtually? |
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How Can I Attend the Virtual Annual Meeting? |
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What Are the Purposes of the Annual Meeting? |
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Are There Any Matters To Be Voted On at the Annual Meeting that Are Not Included in this Proxy Statement? |
2
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Who Is Entitled to Vote and How Many Shares Must Be Present to Hold the Annual Meeting? |
2
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How Do I Vote My Shares? |
2
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How Does the Board Recommend that I Vote and What Vote is Required for Each Proposal? |
3
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How Will My Shares Be Voted? |
3
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What Does It Mean If I Receive More Than One Notice or Set of Proxy Materials? |
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How Can I Revoke or Change My Vote? |
4
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Who Will Count the Votes? |
4
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How Will Business Be Conducted at the Annual Meeting? |
4
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How Can I Ask Questions In Advance of and During the Annual Meeting? |
4
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PROPOSAL ONE-ELECTION OF DIRECTORS
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5
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Current Board Size and Structure
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5
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Nominees for Director |
5
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Board Size and Structure After Annual Meeting |
5
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Board Recommendation |
6
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Information About Director Nominees and Continuing Directors
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6
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DIRECTOR COMPENSATION
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13
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Director Compensation Program for Fiscal 2024
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13
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Director Compensation for Fiscal 2024
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15
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CORPORATE GOVERNANCE
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17
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Corporate Governance Guidelines
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17
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Board Leadership Structure |
17
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Director Independence
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17
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Director Attendance; Executive Sessions
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18
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Board Committees
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18
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Board's Role in Risk Oversight
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20
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Executive Compensation Process
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21
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Director Nomination and Refreshment Process
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22
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Related Person Transactions and Policies and Procedures Regarding Related Person Transactions
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22
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Board of Directors Business Ethics Policy Statement
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23
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Code of Conduct and Code of Ethics for our CEO and Senior Financial Personnel
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23
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Communications with Directors
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23
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Complaint Procedures
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23
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Insider Trading Policy |
23
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PROPOSAL TWO-RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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24
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Selection of Independent Registered Public Accounting Firm
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24
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Audit, Audit-Related, Tax and Other Fees
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24
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Pre-Approval Policies and Procedures
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25
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Board Recommendation
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25
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Audit Committee Report
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26
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PROPOSAL THREE-ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION
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27
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Background
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27
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Our Pay Philosophy
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27
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Best Practices
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27
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Proposed Resolution
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28
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Next Say-on-Pay Vote
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28
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Board Recommendation
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28
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COMPENSATION DISCUSSION AND ANALYSIS
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29
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Executive Summary: Fiscal 2024 Compensation Actions and Outcomes
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30
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Compensation Philosophy
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31
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Compensation Highlights and Best Practices
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32
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Pay for Performance and Pay Mix
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32
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Elements of Our Executive Compensation Program
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33
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Employment, Severance and Change in Control Arrangements
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40
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Named Executive Officer Stock Ownership Guidelines
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41
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Anti-Hedging and Anti-Pledging
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41
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Tax Considerations
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41
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Risk Assessment
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41
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Clawback Policy and Provisions
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41
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Competitive Considerations and Use of Market Data
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41
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How We Make Compensation Decisions
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42
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Compensation and Human Resources Committee Report
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44
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EXECUTIVE COMPENSATION
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45
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Summary Compensation Table
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45
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All Other Compensation for Fiscal 2024
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46
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Grants of Plan-Based Awards for Fiscal 2024
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47
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Outstanding Equity Awards at Fiscal Year-End for 2024 |
48
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Option Exercised and Stock Vested for Fiscal 2024
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51
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Nonqualified Deferred Compensation for Fiscal 2024
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52
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Pay Versus Performance (PvP) |
56
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Potential Payments Upon Termination or Change in Control
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60
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Pay Ratio Disclosure
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65
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Compensation and Human Resources Committee Interlocks and Insider Participation
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65
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STOCK OWNERSHIP
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66
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Significant Beneficial Owners
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66
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Directors and Executive Officers
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67
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Stock Ownership Guidelines
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68
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Anti-Hedging and Anti-Pledging Policies
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68
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Delinquent Section 16(a) Reports
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69
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EQUITY COMPENSATION PLAN INFORMATION
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70
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OTHER INFORMATION
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70
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Shareholder Proposals and Director Nominations for the 2026 Annual Meeting
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70
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Householding of Annual Meeting Materials
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71
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Annual Report
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71
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Cost and Method of Solicitation
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71
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THE TORO COMPANY HIGHLIGHTS AND PROXY STATEMENT EXECUTIVE SUMMARY |
OUR PURPOSE
To help our customers enrich the beauty, productivity and sustainability of the land.
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OUR VISION
To be the most trusted leader in solutions for the outdoor environment. Every day. Everywhere.
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OUR MISSION
To deliver superior innovation and to deliver superior customer care.
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OUR GUIDING PRINCIPLES
Our success is founded on a long history of caring relationships based on trust and integrity. These relationships are the foundation on which we build market leadership with the best in innovative products and solutions to make outdoor environments beautiful, productive, and sustainable. We are entrusted to strengthen this legacy of excellence.
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Financial | |||||
$4.58 billion |
Net Sales
Achieved $4.58 billion in total net sales, consisting of professional segment net sales of $3.56 billion, and residential segment net sales of $998.3 million, up 16.9% from $854.2 million last year.
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$4.17 |
Adjusted Earnings Per Share
Achieved adjusted diluted earnings per share, or Adjusted EPS, of $4.17 per share.
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$0.36 share |
Quarterly Cash Dividend
Paid a $0.36 per share quarterly cash dividend, a 5.9% increase over our fiscal 2023 quarterly cash dividend, and announced a $0.38 per share quarterly cash dividend for fiscal 2025.
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Operational | |||||
✓ |
Sustainability
Released our Fiscal 2023 Sustainability Report in June 2024, which highlights key achievements, metrics and sustainability goals through the lens of our Product, People and Process sustainability pillars. The report builds on our longstanding commitment to making a positive impact financially, socially and environmentally worldwide.
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Strategic | |||||
✓ |
Accelerating Profitable Growth, Driving Productivity and Operational Excellence and Empowering our People
Continued our key strategic priorities of accelerating profitable growth, driving productivity and operational excellence, and empowering our people.
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✓ |
Research and Development Investment
We invested $173.1 million in R&D initiatives.
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✓ |
Continued Focus on Alternative Power, Smart-Connected Products and Autonomous Solutions
Our creative, hard-working teams drove innovative advancements in technology, focusing on alternative power, smart-connected products and autonomous solutions.
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✓Deeply rooted in our purpose and strategic business priorities
✓Continue to advance our sustainability goals through our focus on Product, Process and People, facilitated by Planning
✓Demonstrate our commitment with an executive leadership role leading our efforts and enhancing our focus
✓Released our Fiscal 2023 Sustainability Report in June 2024
✓Our priorities are in alignment with six United Nations Sustainable Development Goals to address environmental and social issues globally
✓Conducted an ESG double materiality assessment and Environmental Scenario Analysis to engage internal and external stakeholders to confirm our sustainability priorities
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PRODUCTS: Develop innovative, safe and high-quality products that yield performance, productivity and environmental benefits for our customers
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PROCESS: Continuously improve operational and resource efficiency; energy, water and waste management; and implement Lean management across our value chain
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PEOPLE: Promote the growth, development, health, safety and wellness of our employees and give back to the communities where we live and work
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Product Pillar Goal:
By 2025, increase battery and hybrid product sales to at least 20% of total adjusted net sales (motorized product sales)
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Process Pillar Goal:
By 2025, reduce absolute Scope 1 and 2 greenhouse gas (GHG) emissions by at least 15% compared to fiscal 2019
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People Pillar Goal:
By 2025, increase the number of women and racial and ethnic minorities in leadership positions by at least 20% compared to fiscal 2021
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PLANNING: Embed sustainability into our culture by enhancing our strategic approach to sustainability initiatives, providing more transparency and supporting our pillars and program development
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Date and Time
Tuesday, March 18, 2025
2:00 p.m. CDT
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Location
www.virtualshareholdermeeting.com/TTC2025
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Record Date
January 21, 2025
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Proposal One
To elect as directors the four nominees named in the proxy statement: Jeffrey L. Harmening, Joyce A. Mullen, and James C. O'Rourke for a term of three years ending at the 2028 Annual Meeting of Shareholders; and to rebalance the classes of directors to achieve a more equal distribution of directors among classes, Richard M. Olson, for a term of two years ending at the 2027 Annual Meeting of Shareholders.
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☑ |
FOR
each nominee
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Page 5
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Proposal Two
To ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2025.
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☑ | FOR |
Page 24
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Proposal Three
To approve, on an advisory basis, our executive compensation.
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☑ | FOR |
Page 27
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By Internet
Go to
www.proxyvote.com
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By Phone
Call
800-690-
6903
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By Mail
Return your proxy card
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By Mobile Device
Scan the QR code
|
By Attending the Meeting Virtually
Visit: www.virtualshareholdermeeting.com/TTC2025
|
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✓ Independent directors (other than CEO) and committee status
✓ Effective lead independent director structure
✓ Regular independent director executive sessions
✓ Anti-hedging and anti-pledging policy
✓ Clawback policy
✓ Codes of conduct and ethics
✓ Comprehensive director onboarding process
✓ Robust stock ownership guidelines
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✓ Meaningful Board strategy and risk oversight, including cybersecurity
✓ Annual Board and committee self-evaluations
✓ Strong Board and committee meeting attendance
✓ Board access to management
✓ Board oversight of sustainability matters
✓ Board refreshment efforts include diverse cultures and backgrounds
✓ No poison pill
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Average Age
60 years
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Average Tenure
6.9 years
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New Directors in the
Last 5 Years
3
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% of Directors who are
Racially/Ethnically Diverse
22%
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% of Directors who are
Women
33%
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Name and Title | Age | Director Since | Committee Memberships | Other Public Boards | Racial/Gender Diversity | |||||||||||||||||||||
A | F | N&G | C&HR | |||||||||||||||||||||||
Director Nominees | ||||||||||||||||||||||||||
Jeffrey L. Harmening | ||||||||||||||||||||||||||
Chairman and Chief Executive Officer,
General Mills, Inc.
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58 | 2019 | ✓ | C | 1 | |||||||||||||||||||||
Joyce A. Mullen | ||||||||||||||||||||||||||
President and Chief Executive Officer,
Insight Enterprises, Inc.
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62 | 2019 | ✓ |
✓
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1 | ✓ | ||||||||||||||||||||
Richard M. Olson | ||||||||||||||||||||||||||
Chairman, President and Chief Executive Officer, The Toro Company | 61 | 2016 | 1 | |||||||||||||||||||||||
James C. O'Rourke | ||||||||||||||||||||||||||
Retired, President and Chief Executive Officer, The Mosaic Company
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64 | 2012 | ✓ | C | 2 | |||||||||||||||||||||
Continuing Directors | ||||||||||||||||||||||||||
Gary L. Ellis - Lead Independent Director | ||||||||||||||||||||||||||
Retired Executive Vice President,
Medtronic plc
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68 | 2006 |
✓
E
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✓ | 1 | |||||||||||||||||||||
Jill M. Pemberton | ||||||||||||||||||||||||||
Chief Financial Officer, North America
LVMH Moët Hennessy Louis Vuitton
|
54 | 2022 |
C
E
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✓ | ✓ | |||||||||||||||||||||
Dianne C. Craig | ||||||||||||||||||||||||||
President, Lincoln, Ford Motor Company |
61 | 2024 |
✓
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✓ | ✓ | |||||||||||||||||||||
Eric P. Hansotia | ||||||||||||||||||||||||||
Chairman, President and Chief Executive Officer,
AGCO Corporation
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56 | 2022 | ✓ | ✓ | 1 | ✓ | ||||||||||||||||||||
D. Christian Koch | ||||||||||||||||||||||||||
Chairman, President and Chief Executive Officer, Carlisle Companies Incorporated | 60 | 2016 | C | ✓ | 1 |
A:Audit
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N&G: | Nominating & Governance |
✓:Member
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E: | Audit Committee Financial Expert | |||||||||||||||||||||
F: Finance
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C&HR: | Compensation & Human Resources |
C: Chair
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Executive Compensation Program Philosophy
Our executive compensation philosophy is to maintain a program that allows us to attract, retain, motivate and reward highly qualified and talented executive officers.
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Align interests of executive
officers with shareholder
interests
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Link pay to
performance
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Provide competitive target
total direct compensation
opportunities
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Chairman and CEO Target Total Direct Compensation Mix |
All Other Named Executive Officers Target Total Direct Compensation Mix |
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What we do | ✓ | Emphasize long-term performance in our equity-based incentive awards | ||||||
✓ | Use a mix of performance measures in our incentive plans | |||||||
✓ | Establish threshold levels of performance and caps on payouts | |||||||
✓ | Maintain a robust clawback policy and provisions | |||||||
What we
don't do
|
Х | No guaranteed salary increases | ||||||
Х | No guaranteed bonuses | |||||||
Х
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No excessive perquisites | |||||||
Х
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No individual executive employment agreements | |||||||
Х
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No gross-up payments |
Our fiscal 2024 financial performance resulted in the following: | ||
Annual cash incentives at the corporate level were paid at 39.6% of target. | ||
Three-year performance awards for the fiscal 2022 to fiscal 2024 performance period were paid at 55.3% of target. |
GENERAL INFORMATION ABOUT THE 2025 ANNUAL MEETING AND VOTING |
Proposal One | Election of Directors | ||||
Proposal Two | Ratification of Selection of Independent Registered Public Accounting Firm | ||||
Proposal Three | Advisory Approval of our Executive Compensation |
Vote by Internet | Go to www.proxyvote.com and follow the instructions for Internet voting shown on your Notice Regarding the Availability of Proxy Materials or proxy card. | |||||||
Vote by Telephone | Call 800-690-6903 and follow the instructions for telephone voting shown on your proxy card. | |||||||
Vote by Mail | Complete, sign, date and mail your proxy card in the envelope provided if you received paper proxy materials. If you vote by Internet, telephone or mobile device, please do not mail your proxy card. | |||||||
Vote by Mobile Device | Scan the QR code on your Notice Regarding the Availability of Proxy Materials or proxy card and follow the links. | |||||||
Vote at the Virtual Meeting | Attend our virtual meeting and vote your shares electronically by visiting www.virtualshareholdermeeting.com/TTC2025. You will need the 16-digit control number included on your proxy card voting instruction form or Notice Regarding the Availability of Proxy Materials to enter the annual meeting. |
Proposal |
Board
Recommendation
|
Available Voting
Selections
|
Voting Approval
Standard
|
Effect of
Withhold or
Abstention
|
Effect of
Broker Non-
Vote
|
||||||||||||
1.Election of four directors
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FOR each nominee
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FOR each nominee; WITHHOLD from each nominee; or WITHHOLD from one or more of the four nominees |
Plurality: the four individuals who receive the greatest number of votes cast "for" are elected as directors1
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No effect | No effect | ||||||||||||
2.Ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2025
|
FOR |
FOR; AGAINST;
or ABSTAIN
|
Majority of votes cast |
No effect
|
Not applicable2
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3.Approval of, on an advisory basis, our executive compensation3
|
FOR |
FOR; AGAINST;
or ABSTAIN
|
Majority of votes cast | No effect | No effect |
How Your Shares are Held
|
How Your Shares will be Voted If You
Specify How to Vote
|
How Your Shares will be Voted If You
Do Not Specify How to Vote
|
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Shares registered in your name | The named proxies will vote your shares as you direct |
The named proxies will vote FORall proposals
|
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Shares held in street name | Your broker will vote your shares as you direct |
Your broker may vote only on routine items in the absence of your instruction how to vote1
|
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Shares held in certain TTC employee benefit plans | The plan trustee will vote your shares confidentially as you direct | The plan trustee will vote your shares in the same proportion as the votes actually cast by participants |
How Your Shares are Held | Method to Revoke or Change Your Vote | ||||
Shares registered in your name |
•Submit another proper proxy with a more recent date than that of the proxy first given by following the Internet, telephone or mobile device voting instructions or complete, sign, date and mail a proxy card;
•Attend the annual meeting virtually and vote electronically at the meeting; or
•Send written notice of revocation to our General Counsel.
|
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Shares held in street name | Follow instructions provided by your broker, bank or other nominee. | ||||
Shares held in certain TTC employee benefit plans | Submit another proper proxy with a more recent date than that of the proxy first given by following the Internet, telephone or mobile device voting instructions or complete, sign, date and mail a proxy card. |
PROPOSAL ONE-ELECTION OF DIRECTORS |
Current Term Ending at
2025 Annual Meeting
|
Current Term Ending at
2026 Annual Meeting
|
Current Term Ending at
2027 Annual Meeting
|
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Jeffrey L. Harmening | Dianne C. Craig | Gary L. Ellis | ||||||
Joyce A. Mullen | Eric P. Hansotia | Jill M. Pemberton | ||||||
Richard M. Olson | D. Christian Koch | |||||||
James C. O'Rourke |
Proposed Three-Year Term Ending at 2028 Annual Meeting |
Proposed Two-Year Term Ending at 2027 Annual Meeting |
||||
Jeffrey L. Harmening | Richard M. Olson | ||||
Joyce A. Mullen | |||||
James C. O'Rourke |
Term Ending at 2026 Annual Meeting | Term Ending at 2027 Annual Meeting | Current Term Ending at 2028 Annual Meeting | ||||||
Dianne C. Craig | Gary L. Ellis | Jeffrey L. Harmening | ||||||
Eric P. Hansotia | Richard M. Olson | Joyce A. Mullen | ||||||
D. Christian Koch | Jill M. Pemberton | James C. O'Rourke |
The Board of Directors Recommends a Vote FOR Each Nominee for Director | ☑ |
Current/Former CEO.Current or former experience as a chief executive officer is important for providing unique insights on complex global organizations, strategy, risk management, and how to drive change and growth.
Finance/Financial Oversight.A strong understanding of accounting and finance is important in critically evaluating our performance and overseeing the integrity of our financial reporting.
Public Company Boards. Service on other public company boards leads to a deep understanding of the duties and responsibilities of a public company board of directors, promotes efficient and effective board processes, enhances board effectiveness and reinforces independent oversight that is aligned with shareholder interests.
Manufacturing/Supply Chain/Operations.Experience in manufacturing, supply chain and operations is important for providing oversight of optimal manufacturing processes, supplier relationships and the capital needs of the Company.
Distribution Channel.Understanding our distribution channel is key to providing important perspectives on our relationships with our distribution partners.
Strategic Planning.Strong strategic planning experience is vital to assisting us with our short- and long-term strategic planning and key strategic decisions
Regulatory/Government. Significant governmental and policymaking experience play an increasingly important role on our Board as our products become more heavily regulated.
|
Health and Safety.Ability to provide oversight of our manufacturing operations and employee programs supports our focus on a culture of wellness and safety in our manufacturing facilities and office environments.
Sustainability/Climate. Our commitment to integrating sustainability considerations across our businesses is enhanced by the Board's ability to support these efforts.
Mergers and Acquisitions.Experience with mergers and acquisitions is critical to sound decisions for strategically pursuing acquisitions that are complementary to our businesses and grow our customer base and geographic penetration.
International Operations.Experience with international operations is important in light of our global footprint and desire to grow our international business.
Information Systems/Cybersecurity.Board oversight of our information systems and cybersecurity risk is critical in light of the increasing prevalence of cyber attacks that could result in reputational, legal, and operational issues for the Company.
Previously Resided Outside the United States. A solid understanding of our global workforce and customers assists the Company with further developing our international strategy.
|
Experience as an Executive Leader in the Following Areas |
Dianne Craig |
Gary
Ellis
|
Eric Hansotia |
Jeffrey Harmening | D. Christian Koch |
Joyce Mullen |
Richard Olson | James O'Rourke | Jill Pemberton | ||||||||||||||||||||
Current/Former CEO | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||
Finance/Financial Oversight | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||
Public Company Boards | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||
Manufacturing/Supply Chain/ Operations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
Distribution Channel | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||
Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||
Regulatory/Government | ✓ | ✓ | ✓ |
✓
|
✓ | ✓ | ✓ | ||||||||||||||||||||||
Health and Safety | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||
Sustainability/Climate | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||
Mergers & Acquisitions | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
International Operations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||
Information Systems/ Cybersecurity | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
Previously Resided Outside the United States | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
Demographics | |||||||||||||||||||||||||||||
Race/Ethnicity | |||||||||||||||||||||||||||||
African American | ✓ | ||||||||||||||||||||||||||||
Asian/Pacific Islander | ✓ | ||||||||||||||||||||||||||||
White/Caucasian | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||
Hispanic/Latino | |||||||||||||||||||||||||||||
Native American | |||||||||||||||||||||||||||||
Gender | |||||||||||||||||||||||||||||
Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||
Female | ✓ | ✓ | ✓ |
Jeffrey L. Harmening
Age 58
Director since 2019
Independent
Committees
•Audit
•Finance (Chair)
|
Background | ||||||||||
Jeffrey L. Harmening is the Chairman and Chief Executive Officer of General Mills, Inc., Minneapolis, Minnesota (a global manufacturer, marketer and supplier of food products). He holds or held the following positions, all at General Mills:
•Chairman (since January 2018)
•Chief Executive Officer (since June 2017)
•President and Chief Operating Officer (July 2016 - May 2017)
•Executive Vice President, Chief Operating Officer, U.S. Retail (May 2014 - June 2016)
•Senior Vice President, Chief Executive Officer, Cereal Partners Worldwide (July 2012 - April 2014)
Qualifications
|
|||||||||||
Mr. Harmening brings to our Board extensive experience as a seasoned executive with strong business and financial acumen and experience implementing the strategic direction for a complex and publicly traded company with extensive distribution channels and supply chain operations. Furthermore, he brings experience in driving growth through customer-valued products and acquisitions and expertise in driving employee engagement through creating a culture of belonging. He demonstrates strong business discipline and commitment to best practices. In addition, he has significant experience managing operations around the world, including having lived in Europe for six years during his tenure at General Mills.
Other Public Company Boards
|
|||||||||||
Current | Past 5 Years | ||||||||||
General Mills, Inc. | None |
Joyce A. Mullen
Age 62
Director since 2019
Independent
Committees
•Compensation & Human Resources
•Nominating & Governance
|
Background | ||||||||||
Joyce A. Mullen is the President and Chief Executive Officer of Insight Enterprises, Inc., Chandler, Arizona (an information technology company). She holds or has held the following positions at Insight:
•President and Chief Executive Officer (since January 2022)
•President of North American Businesses (October 2020 - December 2021)
Previously, Ms. Mullen held various positions over a 21-year career at Dell Technologies (a digital technology solutions company), including:
•President, Global Channel, OEM and IoT (November 2017 - August 2020)
•Senior Vice President and General Manager, Global OEM and IoT Solutions (February 2015 - November 2017)
•Vice President and General Manager, Global OEM Solutions (February 2012 - February 2015)
Ms. Mullen also spent 10 years in leadership positions at Cummins Engine Company, including distribution, manufacturing and international business development.
Qualifications
|
|||||||||||
Ms. Mullen brings to our Board significant executive leadership skills, technology and smart-connected products expertise, strategic and innovative thinking and strong international business experience. She also offers a valuable perspective with regard to evaluating and supporting talent. Additionally, she contributes substantial knowledge of worldwide manufacturing, distribution channels, cybersecurity, digital product development and supply chain strategies, including improving efficiencies in manufacturing operations using Six Sigma, Kaizen and Lean techniques.
Other Public Company Boards
|
|||||||||||
Current | Past 5 Years | ||||||||||
Insight Enterprises, Inc. | None |
James C. O'Rourke
Age 64
Director since 2012
Committees
•Compensation & Human Resources (Chair)
•Nominating & Governance
|
Background | ||||||||||
James C. O'Rourke served as Senior Advisor to The Mosaic Company, Tampa, Florida (a global producer and marketer of combined concentrated phosphate and potash crop nutrients for the global agriculture industry) until his retirement in June 2024. He held the following positions, all at The Mosaic Company:
•Chief Executive Officer (August 2015 - December 2023)
•President (August 2015 - August 2023)
•Executive Vice President-Operations and Chief Operating Officer (August 2012 - August 2015)
•Executive Vice President-Operations (January 2009 - August 2012)
Qualifications
|
|||||||||||
Mr. O'Rourke brings to our Board significant leadership skills, strategic and innovative thinking from a former chief executive officer perspective and strong international business expertise. He also contributes substantial knowledge of worldwide manufacturing, distribution and supply chain strategies and environmental, health and safety matters. In addition, as a public company director and executive, Mr. O'Rourke contributes a solid understanding of executive compensation and corporate governance matters.
Other Public Company Boards
|
|||||||||||
Current | Past 5 Years | ||||||||||
Rio Tinto plc | The Mosaic Company | ||||||||||
Weyerhaeuser Company |
Richard M. Olson
Age 61
Director since 2016
Committees
None
|
Background | ||||||||||
Richard M. Olson is our Chairman of the Board, President and Chief Executive Officer. He holds or held the following positions, all at The Toro Company:
•Chairman (since November 2017)
•Chief Executive Officer (since November 2016)
•President (since September 2015)
•Chief Operating Officer (September 2015 - October 2016)
•Group Vice President, International Business, Micro Irrigation Business and Distributor Development (June 2014 - September 2015)
•Vice President, International Business (March 2013 - June 2014)
•Vice President, Exmark (March 2012 - March 2013)
Qualifications
|
|||||||||||
In his more than 38 years with our Company, Mr. Olson has developed and brings to our Board rich knowledge of the Company, including, in particular, our global businesses and operations, manufacturing processes, supply chain, distribution and channel development, and product development strategies. In addition, the broad experience he has gained through his past leadership of various businesses and manufacturing operations provides him with a unique perspective regarding our growth initiatives and strategic direction. He contributes a deep commitment to quality, technological advancements, innovation, sustainability, diversity, ethical values and business conduct, and focus on customer service. As a result of his dual role as Chairman and CEO, Mr. Olson provides unique insight into our Company's future strategies, opportunities and challenges and serves as a unifying element between our Board and Management.
Other Public Company Boards
|
|||||||||||
Current | Past 5 Years | ||||||||||
Donaldson Company, Inc. | None |
Gary L. Ellis
Age 68
Director since 2006
Lead Independent Director
Committees
•Audit
•Finance
|
Background | ||||||||||
Gary L. Ellis retired from Medtronic plc, Dublin, Ireland (a global medical technology company). He held the following positions, all at Medtronic:
•Executive Vice President, Global Operations, Information Technology and Facilities & Real Estate (June 2016 - December 2016)
•Executive Vice President and Chief Financial Officer (April 2014 - June 2016)
•Senior Vice President and Chief Financial Officer (May 2005 - April 2014)
•Vice President, Corporate Controller and Treasurer (October 1999 - May 2005)
Qualifications
|
|||||||||||
Mr. Ellis brings extensive financial leadership experience to provide oversight regarding capital structure, financial condition and policies, long-range financial objectives, tax strategies, financing requirements and arrangements, capital budgets and expenditures, risk-management, insurance coverage and strategic planning matters. As our lead independent director he provides balanced, collaborative and challenging support to both the Board and our Chairman and CEO. Mr. Ellis contributes enhanced knowledge of public company requirements and issues. Additionally, Mr. Ellis contributes his experience managing worldwide financial operations and analyzing financial implications of merger and acquisition transactions, as well as aligning business strategies and financial decisions.
Other Public Company Boards
|
|||||||||||
Current | Past 5 Years | ||||||||||
Inspire Medical Systems, Inc. | Hill-Rom Holdings, Inc. |
Jill M. Pemberton
Age 54
Director since 2022
Independent
Committees
•Audit (Chair)
•Finance
|
Background | ||||||||||
Jill M. Pemberton is the Chief Financial Officer, North America of LVMH Moët Hennessy Louis Vuitton, Paris, France (a global luxury product company), a position she has held since July 2020. Prior to her current role, she held the following positions:
•Senior Vice President, Corporate Financial Planning & Analysis, Viacom Inc. (now known as Paramount Global, a leading global media company) (July 2019 - January 2020)
•Vice President, Finance, Source COE, Supply Chain (February 2017 - June 2019); Vice President, Finance, Global Franchise Organization, Consumer (March 2014 - February 2017; and Vice President, Finance (September 2013 - March 2014), all at Johnson & Johnson (a global health care company)
Prior to these roles, Ms. Pemberton served in various finance roles of increasing responsibility at the Kraft Heinz Company, Delta Air Lines, Inc. and ZF Group Inc. She holds a Directorship Certification from the National Association of Corporate Directors.
Qualifications
|
|||||||||||
Ms. Pemberton brings to our Board strong and broad financial experience and acumen, enterprise risk management knowledge including relating to cybersecurity and business continuity, investor perspective, strong brand experience and sourcing and supply chain oversight. In addition, she contributes a strategic perspective, with significant acquisition and integration experience, all of which assists our Board in providing guidance and oversight in these areas. As a female, black leader, Ms. Pemberton champions inclusion and belonging initiatives as an Executive Sponsor of LVMH North America's Women and Black Employee Resource Groups and as a member of our Board.
Other Public Company Boards
|
|||||||||||
Current | Past 5 Years | ||||||||||
None | None |
Dianne C. Craig
Age 60
Director since 2024
Independent
Committees
•Audit
•Finance
|
Background | ||||||||||
Dianne C. Craig is President, Lincoln, the luxury vehicle division of Ford Motor Company, Dearborn, Michigan (a designer, manufacturer and servicer of cars, trucks, sport utility vehicles and electric vehicles worldwide). She holds or has held the following positions, all at Ford Motor:
•President, Lincoln (since December 2022)
•President, International Markets, Thailand (January 2021 - November 2022)
•Chief Executive Officer, FordDirect (June 2018 - December 2020)
•Executive Director, U.S. Sales (December 2016 - May 2018)
•Chief Executive Officer, Ford Motor Company of Canada (November 2011 - November 2016
Qualifications
|
|||||||||||
Ms. Craig brings to our Board a deep and diverse range of executive leadership experience in an industry applicable to our Company. She contributes a strategic perspective on digital technologies, brand enhancements and international operations. Furthermore, her extensive background in channel strategy, building dealer relationships and delivering best-in-class marketing solutions brings expertise in areas critical to the ongoing success of our Company.
Other Public Company Boards
|
|||||||||||
Current | Past 5 Years | ||||||||||
None | None |
Eric P. Hansotia
Age 56
Director since 2022
Independent
Committees
•Compensation & Human Resources
•Nominating & Governance
|
Background | ||||||||||
Eric P. Hansotia is the Chairman, President and Chief Executive Officer of AGCO Corporation, Duluth, Georgia (a global leader in the design, manufacture and distribution of agricultural solutions). He holds or held the following positions at AGCO:
•Chairman, President and Chief Executive Officer (since January 2021)
•Chief Operating Officer (January 2019 - December 2020)
•Senior Vice President, Global Crop Cycle and Fuse Connected Services (January 2015 - January 2019)
•Senior Vice President, Global Harvesting and Advanced Technology Solutions (July 2013 - January 2015)
Prior to joining AGCO, Mr. Hansotia spent 20 years at Deere & Company in various leadership positions including at the general manager, vice president and senior vice president levels.
Qualifications
|
|||||||||||
Mr. Hansotia brings to our Board deep industry experience and a strong strategic perspective and extensive executive leadership experience in areas critical to our Company's success, including engineering, quality, technology transitions and opportunities, manufacturing, product management, mergers and acquisitions, channel development and public company governance. He has significant international experience gained from leading global manufacturing and supply chain functions. As an individual of Indian descent, Mr. Hansotia champions diversity, equity and inclusion at AGCO and as a member of our Board.
Other Public Company Boards
|
|||||||||||
Current | Past 5 Years | ||||||||||
AGCO Corporation | None |
D. Christian Koch
Age 60
Director since 2016
Independent
Committees
•Compensation & Human Resources
•Nominating & Governance (Chair)
|
Background | ||||||||||
D. Christian Koch is the Chair, President and Chief Executive Officer of Carlisle Companies Incorporated, Scottsdale, Arizona (a portfolio of building product businesses). He holds or held the following positions, all at Carlisle:
•Chairman (since May 2020)
•Chief Executive Officer (since January 2016)
•President (since May 2014)
•Chief Operating Officer (May 2014 - January 2016)
•Group President, Carlisle Diversified Products (June 2012 - May 2014)
•President, Carlisle Brake & Friction (January 2009 - June 2012)
•President, Carlisle Asia-Pacific (February 2008 - January 2009)
Qualifications
|
|||||||||||
Mr. Koch brings to our Board his experience as a seasoned executive with strong business acumen and significant experience managing distribution, supply chain, manufacturing and sales operations around the world as well as with mergers and acquisitions and long-range planning. In addition, as a public company director and executive, Mr. Koch contributes a solid understanding of financial oversight, strategic planning, executive compensation, talent development and corporate governance.
Other Public Company Boards
|
|||||||||||
Current | Past 5 Years | ||||||||||
Carlisle Companies Inc. | None |
DIRECTOR COMPENSATION |
Non-Employee Director Compensation |
($)
|
||||
Annual Stock Award Value | 85,000* | ||||
Annual Stock Option Award Value | 55,000 | ||||
Annual Board and Committee Member Retainers | |||||
Board | 95,000 | ||||
Audit Committee Member | 12,500 | ||||
Compensation & Human Resources Committee Member | 7,000 | ||||
Nominating & Governance Committee Member | 6,000 | ||||
Finance Committee Member | 6,000 | ||||
Annual Lead Independent Director and Committee Chair Additional Retainers | |||||
Lead Independent Director | 30,000 | ||||
Audit Committee Chair | 20,000 | ||||
Compensation & Human Resources Committee Chair | 15,000 | ||||
Nominating & Governance Committee Chair | 7,500* | ||||
Finance Committee Chair | 7,500* |
Element | Key Characteristics | ||||
Annual Retainers | Annual cash retainers are paid quarterly for service on the Board, committees, committee chairs and Lead Independent Director. | ||||
Annual Stock Awards | On the first business day of our fiscal year, a stock award is automatically granted under our then current shareholder-approved plan. The number of shares is determined by dividing the stock award value by the average of the closing prices of our common stock during the three months prior to the grant. The shares are fully vested at the time of grant. | ||||
Annual Stock Option Awards | On the first business day of our fiscal year, a stock option to purchase shares of our common stock is automatically granted under our then current shareholder-approved plan. The number of stock options is determined by dividing the stock option award value by the grant date fair value of a stock option to purchase one share of our common stock. See below for additional information regarding vesting of stock option grants. | ||||
Common Stock In Lieu of Annual Retainers
|
Non-employee directors may elect to convert a portion or all of their calendar year annual retainers otherwise payable in cash into shares of our common stock. Retainers earned after the date a director makes such election for a calendar year are issued in shares of our common stock in December of that year, the number of which is determined by dividing the dollar amount of the retainers earned in the calendar year and elected to be converted into shares of our common stock by the closing price of our common stock on the date that the shares are issued. | ||||
Deferred Compensation Plan | Non-employee directors may elect to defer receipt of all or a part of his or her stock award and/or cash compensation on a calendar year basis under The Toro Company Deferred Compensation Plan for Non-Employee Directors, or the Deferred Plan for Directors. Because the value of a director's deferred compensation account fluctuates, as applicable, based on the market value of our common stock or based on a rate of return on funds that are comparable to funds available in The Toro Company Retirement Plan, or Retirement Plan, earnings on deferred compensation are not preferential. Dividends paid on our common stock are credited to a director's account as additional common stock units. A director is fully vested in his or her deferred compensation account. Distributions under the Deferred Plan for Directors are payable in accordance with the director participant's prior distribution elections upon the earliest of retirement, prior to retirement if a valid election has been made or in an unforeseeable financial emergency. | ||||
Company Products | Each of our non-employee directors is entitled to receive certain Company products and related parts, service and accessories for his or her personal use, at no cost; provided, however, that directors are responsible for payment of applicable taxes attributable to the value of such items. The value is deemed to be our distributor net price or its equivalent, which is also the price at which such items are generally available to our employees for purchase. | ||||
Charitable Giving | We offer a matching gift program for our non-employee directors, similar to the matching gift program offered to our employees, which provides that a gift or gifts by a director to one or more tax exempt 501(c)(3) charitable organizations located in the United States will be matched by us in an aggregate amount of up to $1,000 per director per year. | ||||
Indemnification and D&O Insurance | Each non-employee director is a party to an indemnification agreement with us pursuant to which we have agreed to provide indemnification and advancement of expenses to the fullest extent permitted by Delaware law and our Restated Certificate of Incorporation and continued coverage under our D&O insurance. |
Name |
Fees Earned or
Paid in Cash
($)1, 2
|
Stock Awards
($)3
|
Option Awards
($)4, 5
|
All Other
Compensation
($)6
|
Total
($)
|
|||||||||||||||||||||||||||
Janet K. Cooper7
|
47,679 | 76,411 | 54,975 | 179,066 | ||||||||||||||||||||||||||||
Dianne C. Craig | 95,076 | 0 | 0 | 95,076 | ||||||||||||||||||||||||||||
Gary L. Ellis | 146,875 | 76,411 | 54,975 | 278,262 | ||||||||||||||||||||||||||||
Eric P. Hansotia
|
108,000 | 76,411 | 54,975 | 1,000 | 240,387 | |||||||||||||||||||||||||||
Jeffrey L. Harmening | 121,000 | 76,411 | 54,975 | 1,220 | 253,607 | |||||||||||||||||||||||||||
D. Christian Koch | 113,666 | 76,411 | 54,975 | 245,053 | ||||||||||||||||||||||||||||
Joyce A. Mullen8
|
108,000 | 76,411 | 54,975 | 239,387 | ||||||||||||||||||||||||||||
James C. O'Rourke | 123,000 | 76,411 | 54,975 | 254,387 | ||||||||||||||||||||||||||||
Jill M. Pemberton
|
128,610 | 76,411 | 54,975 | 259,996 |
Grant Date | Risk Free Rate | Expected Life | Expected Volatility | Expected Dividend Yield | Per Share Black-Scholes Value | ||||||||||||
11/1/2023 | 4.88% | 6.7 | 26.01% | 1.41% | $25.81 |
CORPORATE GOVERNANCE |
Audit
Committee
|
Key Committee Functions
•Oversees the accounting and financial reporting processes, audits of consolidated financial statements and internal controls over financial reporting
•Selects, compensates, evaluates and reviews critical audit matters with independent external auditor
•Reviews with Management and external auditor Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and earnings releases
•Reviews and approves internal audit's functions and effectiveness; reviews scope and performance of internal audit's plans; and oversees internal audit's significant findings, including responses from Management
•Reviews Information Technology strategy and security activities
|
•Reviews general policies and procedures with respect to accounting and financial matters, internal controls and disclosure controls and procedures, and sustainability metrics and disclosures
•Reviews Code of Conduct and Code of Ethics for CEO and Senior Financial Personnel, and policies and procedures for the receipt, retention and treatment of complaints from employees on accounting, internal accounting controls or auditing matters
•Provides oversight for the Enterprise Risk Management, or ERM, process
|
Committee Members1
Ms. Pemberton (Chair)
Ms. Craig
Mr. Ellis
Mr. Harmening
During Fiscal 2024
Number of Meetings: 10
Number of Executive Sessions:
with Committee - 7
with Management - 6
with internal auditor - 5
with external auditor - 5
|
Compensation
& Human Resources Committee
|
Key Committee Functions
•Approves the annual base salaries, annual and long-term incentive opportunities and other compensation arrangements for the CEO and other executive officers
•Reviews compensation policies and practices as they affect all employees and relate to risk management practices and risk-taking incentives
•Oversees strategies for human capital management, including diversity, equity and inclusion initiatives
•Reviews stock ownership guidelines for the CEO, other executive officers, senior management and the Board
|
•Evaluates the CEO's performance
•Approves performance goals for performance based awards
•Reviews with Management the Compensation Discussion and Analysis, the Committee report on executive compensation and any compensation-related proposals, including say-on-pay and frequency of say-on-pay proposals
•Reviews non-employee director compensation components and amounts
•Reviews succession planning and short-term contingency plans for emergencies for the CEO and other executive officers
|
Committee Members
Mr. O'Rourke (Chair)
Mr. Hansotia
Mr. Koch
Ms. Mullen
During Fiscal 2024
Number of Meetings: 4
Number of Executive Sessions: 4
|
Nominating & Governance Committee |
Key Committee Functions
•Reviews and recommends to the Board the size and composition of the Board and its committees
•Identifies individuals qualified to become Board members
•Recommends to the Board director nominees for election at the annual meeting
•Oversees the annual evaluation of the Board
•Oversees sustainability program
|
•Reviews and recommends to the Board any proposed amendments or changes to Restated Certificate of Incorporation or Amended and Restated Bylaws
•Reviews Corporate Governance Guidelines and recommends to the Board any changes
•Monitors corporate governance trends
|
Committee Members
Mr. Koch (Chair)
Mr. Hansotia
Ms. Mullen
Mr. O'Rourke
During Fiscal 2024
Number of Meetings: 3
Number of Executive Sessions: 3
|
Finance
Committee
|
Key Committee Functions
•Reviews, and recommends to the Board as required, capital structure and related financial policies and long-range objectives, capital expenditures, tax strategies and restructuring projects, financing arrangements and cash or any special dividends
•Reviews and recommends to the Board the authorization for the issuance or repurchase of equity or long-term debt
|
•Reviews use of derivative, hedging and similar instruments to manage financial, currency and interest rate exposure
•Evaluates, and recommends to the Board as required, financing implications of certain proposed merger, acquisition, divestiture, joint venture and other business combination transactions or investments
•Oversees investor relations program, including sustainability engagement and disclosures
|
Committee Members
Mr. Harmening (Chair)
Ms. Craig
Mr. Ellis
Ms. Pemberton
During Fiscal 2024
Number of Meetings: 2
Number of Executive Sessions: 2
|
PROPOSAL TWO-RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Fiscal 2024
($)
|
Fiscal 2023
($)
|
|||||||||||||
Audit Fees1
|
2,366,480 | 2,347,305 | ||||||||||||
Audit-Related Fees2
|
66,500 | 59,500 | ||||||||||||
Tax Fees3
|
156,992 | 174,592 | ||||||||||||
All Other Fees4
|
135,000 | 0 |
The Board of Directors Recommends a Vote FOR Ratification of the Selection of
KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal 2025
|
☑ |
PROPOSAL THREE-ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION |
The Board of Directors Recommends a Vote FOR Approval, on an
Advisory Basis, of our Executive Compensation, or Say-On-Pay Vote.
|
☑ |
COMPENSATION DISCUSSION AND ANALYSIS |
Richard M. Olson
Chairman of the Board,
President and
Chief Executive Officer
|
Angela C. Drake
Vice President and
Chief Financial Officer
|
Kevin N. Carpenter
Vice President, Global Operations and Integrated Supply Chain
|
Amy E. Dahl
Vice President,
International
|
Joanna M. Totsky
Vice President,
General Counsel and Corporate Secretary
|
Pay Element | Fiscal 2024 Actions | ||||
Base Salary
|
•Our Chairman and CEO received a base salary increase of 3.9%.
•Our other NEOs received a base salary increase ranging from 4.0% to 4.1% with the exception of Mr. Carpenter, who received a base salary increase of 7.3% to increase his competitive market positioning.
|
||||
Annual Cash Incentive |
•Target annual cash incentive opportunities were established for each of our NEOs, representing 130% of base salary for our Chairman and CEO and ranging from 65% to 70% of base salary for our other NEOs.
•Corporate performance measures, weightings and goals were established for all of our NEOs. The corporate performance measures and weightings, which remained unchanged from the prior fiscal year were as follows:
|
Corporate Performance Measures | Weighting | ||||||||||
Adjusted diluted EPS* | 50% | ||||||||||
Revenue growth | 25% | ||||||||||
Working capital as a percent of sales | 25% | ||||||||||
•Actual corporate performance was between threshold and target for adjusted diluted EPS and below threshold for revenue growth and working capital as a percent of sales, resulting in a corporate payout percentage of 39.6% of target.
|
|||||||||||
•Divisional performance measures, weightings and goals were established for Ms. Dahl, who serves as our Vice President, International. The international division performance measures and weightings were as follows:
|
|||||||||||
Divisional Performance Measures | Weighting | ||||||||||
Controllable profit contribution* | 50% | ||||||||||
Revenue growth | 25% | ||||||||||
Days inventory outstanding | 25% | ||||||||||
•Actual performance for the international division was between target and maximum for controllable profit contribution and between threshold and target for revenue growth and days inventory outstanding, resulting in a divisional payout percentage of 131.3% of target.
|
|||||||||||
* Non-GAAP financial measure. See fiscal 2024 investor presentation for definition and reconciliation to GAAP financial measure. |
Pay Element | Fiscal 2024 Actions | ||||
Long-Term Incentives |
•All of our NEOs received long-term incentives with 50% of the target value delivered in stock options and 50% delivered in performance share awards.
•The stock options vest in annual installments over three years.
•The performance share awards will vest only upon achievement of corporate performance measures over a three-year performance period and will be paid out in shares of our common stock.
•For the fiscal 2024-2026 performance period, the below performance measures and weightings were established. Payout will be based on performance against the performance goals and determined in December 2026.
|
Performance Measures | Weighting | ||||
Return on invested capital | 60% | ||||
Cumulative revenue | 40% |
•For fiscal 2022-2024, the below performance measures and weightings were established.
|
Performance Measures | Weighting | ||||
Cumulative net income, plus after-tax interest | 50% | ||||
Cumulative revenue | 30% | ||||
Working capital as a percent of sales | 20% |
•Actual performance of our fiscal 2022-2024 performance share awards, which excluded the financial impacts of our January 2022 acquisition of Intimidator Group, was between threshold and target for cumulative net income plus after-tax interest and cumulative revenue and below threshold for working capital as a percent of sales, resulting in a payout percentage of 55.3% of target.
|
|||||
Other Compensation Related Actions |
•Effective January 16, 2024, our stock ownership guidelines were amended to include holding requirements; additionally, the multiple for the Chairman and CEO was increased from 5x to 6x annual base salary.
•For fiscal 2024, the timing of our equity grants was revised to be the fourth trading day following the filing of our Annual Report on Form 10-K (with the first day being the filing date.
|
||||
Say-on-Pay Vote |
•Our shareholders had the opportunity to vote on an advisory say-on-pay proposal at our 2024 Annual Meeting of Shareholders. Over 91% of votes cast were in favor of the proposal.
•The Compensation & Human Resources Committee believes these results affirmed shareholder support of our approach to executive compensation. As a result, we did not believe it was necessary to, and, therefore, did not, make any significant structural changes to our executive compensation program in response to our say-on-pay vote last year.
|
Align with Shareholder Interests | ✓ | Our executive compensation program is designed to align the interests of our executive officers with shareholder interests | ||||||
✓ | At least two-thirds of our executive compensation is tied to TTC performance and the market value of our common stock | |||||||
✓ | Our stock ownership guidelines strengthen alignment of our executive officers interests with those of our shareholders | |||||||
Link Pay to Performance | ✓ | At least two-thirds of our executive compensation is tied to TTC performance | ||||||
✓ | Our annual cash incentive targets align with our annual financial goals | |||||||
✓ | Our long-term incentives align with our long-term growth strategy | |||||||
Provide Competitive Pay | ✓ | We obtain market data from our independent external consultant | ||||||
✓ |
We typically target pay opportunities within a competitive range of the market 50thpercentile
|
What We Do | What We Don't Do | ||||||||||
✓ | Structure our executive officer compensation so it is competitive, and a significant portion of pay is at risk | Х | No guaranteed salary increases | ||||||||
✓ | Emphasize long-term performance in our equity-based incentive awards | Х | No guaranteed bonuses, except on occasion to new hires | ||||||||
✓ | Use a mix of performance measures in our incentive plans | Х | No excessive perquisites | ||||||||
✓ | Establish threshold levels of performance and caps on payouts | Х | No individual employment agreements | ||||||||
✓ | Maintain a robust clawback policy and provisions | Х | No short sales or derivative transactions in TTC stock, including hedges, or pledging | ||||||||
✓ | Have robust stock ownership guidelines and holding requirements for executive officers | Х | No current payment of dividends on unvested awards | ||||||||
✓ | Require minimum vesting periods on equity awards | Х | No repricing of stock options | ||||||||
✓ | Hold an annual say-on-pay vote | Х | No excise or other tax gross-ups |
Chairman and CEO Target Total Direct Compensation Mix |
All Other Named Executive Officers Target Total Direct Compensation Mix |
|||||||
Element | Key Characteristics | Purpose | Key Fiscal 2024 Actions | ||||||||
Base Salary |
A fixed amount, paid in cash and reviewed annually and,
if appropriate, adjusted.
|
Provide a source of fixed income that is market competitive and reflects scope and responsibility of the position held. |
Our NEOs received base salary increases on March 1, 2024.
Our Chairman and CEO received a base salary increase of 3.9% and our other NEOs received a base salary increase of 4.0% to 7.3% over their respective fiscal 2023 base salaries.
|
||||||||
Annual Cash Incentive | A variable, short-term element of compensation, payable in cash based on achievement of pre-established annual financial goals. | Motivate and reward our executive officers for achievement of annual financial goals intended to drive overall company, division or business and / or operational performance. |
At the beginning of fiscal 2024, a target award as a percent of base salary was established at 130% for our Chairman and CEO. Target awards for other NEOs were established between 65% and 70% of base salary.
Corporate performance measures, weightings and goals were established for all of our NEOs. Additionally, divisional performance measures, weightings and goals were established for Ms. Dahl, as Vice President, International.
|
||||||||
Long-Term Incentives | A variable, long-term element of compensation, provided in the form of performance share awards (payable based on achievement of three-year cumulative financial goals) and stock options, which vest annually over three years. | Align the interests of our executive officers with our shareholders; encourage focus on long-term company financial performance measures that are deemed strategically and operationally important to our Company; promote retention of our executive officers; and encourage significant ownership of our common stock. |
All of our NEOs were granted performance share awards and stock options.
Additionally, Mr. Carpenter was granted a restricted stock unit award for retention purposes, which vests in full on the third anniversary of the date of grant.
|
||||||||
Health and Welfare Benefits | Includes medical and dental insurance, life and disability insurance and certain voluntary benefits. | Provide competitive health and welfare benefits. | No significant changes were made to our health and welfare benefits. | ||||||||
Retirement Plans | Includes a defined contribution retirement plan and certain nonqualified retirement plans. | Provide an opportunity for employees to save and prepare financially for retirement. | No significant changes were made to our retirement plans. | ||||||||
Perquisites | Includes a financial planning allowance, Company products, company-leased automobile, executive physical and certain travel costs for spouses in connection with certain off-site business related meetings in which it is appropriate for a spouse to attend. | Assist in promoting the personal financial security of our executive officers; promote personal use of our products by our executive officers and the attraction, retention and wellbeing of our executive officers. | No significant changes were made to perquisites. |
Name |
New Base Salary as of March 1, 2024
($)
|
Percent Increase Over Previous Base Salary
(%)
|
||||||
Mr. Olson | 1,190,000 | 3.9 | ||||||
Ms. Drake | 587,500 | 4.0 | ||||||
Mr. Carpenter | 515,000 | 7.3 | ||||||
Ms. Dahl | 553,000 | 4.1 | ||||||
Ms. Totsky | 572,000 | 4.0 |
Name |
Fiscal 2024
Base Salary Earnings
($)
|
Fiscal 2024
Award at Target
(% of base salary)
|
Fiscal 2024
Target Award
Percentage
Change
|
Fiscal 2024
Target Annual Cash
Incentive Award
($)
|
Fiscal 2024
Target Total Cash
Compensation
($)
|
|||||||||||||||||||||||||||
Mr. Olson | 1,174,609 | 130 | % | No Change | 1,526,992 | 2,701,601 | ||||||||||||||||||||||||||
Ms. Drake | 579,813 | 70 | % | +5% | 405,869 | 985,682 | ||||||||||||||||||||||||||
Mr. Carpenter | 503,025 | 65 | % | +5% | 326,966 | 829,991 | ||||||||||||||||||||||||||
Ms. Dahl | 545,477 | 65 | % | No Change | 354,560 | 900,036 | ||||||||||||||||||||||||||
Ms. Totsky | 564,474 | 65 | % | No Change | 366,908 | 931,382 |
Corporate Performance Measures | |||||
Adjusted diluted EPS* | 50% | ||||
Corporate revenue growth | 25% | ||||
Corporate working capital as a percent of sales | 25% | ||||
* Non-GAAP financial measure. See fiscal 2024 investor presentation for definition and reconciliation to GAAP financial measure. |
Corporate:
Fiscal 2024 Performance Measures
|
Threshold
(40% payout)
|
Target
(100% payout)
|
Maximum
(200% payout)
|
Actual | ||||||||||
50% adjusted diluted EPS | $3.58 | $4.48 | $4.93 |
$4.17
(between threshold and target)
|
||||||||||
25% corporate revenue growth | 2.1% | 5.1% | 8.1% |
0.7%
(below threshold)
|
||||||||||
25% corporate working capital as a percent of sales | 24.75% | 22.50% | 20.25% |
25.90%
(below threshold)
|
||||||||||
Corporate performance payout | 39.6% of target |
International Division:
Fiscal 2024 Performance Measures
|
Threshold
(40% payout)
|
Target
(100% payout)
|
Maximum
(200% payout)
|
Actual | ||||||||||
50% controllable profit contribution | $96,853 | $121,066 | $133,173 |
$129,280 (between target and maximum) |
||||||||||
25% revenue growth | 1.0% | 6.0% | 11.0% |
5.9% (between threshold and target) |
||||||||||
25% days inventory outstanding | 166.33 | 151.21 | 136.09 |
153.70 (between threshold and target) |
||||||||||
International division performance payout | 131.3% of target |
Name |
Fiscal 2024
Base Salary Earnings
($)
|
Fiscal 2024 Total Annual Cash Incentive Award Payout ($) |
Fiscal 2024
Total Cash
Compensation
($)
|
|||||||||||||||||
Mr. Olson | 1,174,609 | 604,994 | 1,779,603 | |||||||||||||||||
Ms. Drake | 579,813 | 160,805 | 740,618 | |||||||||||||||||
Mr. Carpenter | 503,025 | 129,544 | 632,569 | |||||||||||||||||
Ms. Dahl | 545,477 | 302,954 | 848,431 | |||||||||||||||||
Ms. Totsky | 564,474 | 145,369 | 709,843 |
Performance Measures | Weighting | ||||
Return on invested capital | 60% | ||||
Corporate revenue | 40% |
Adjustment Event | Size | Impact Effect | ||||||
Acquisitions (as determined by projected first 12 months of revenue) | Acquisition is ≥ $50 million | Excluded | ||||||
Acquisition is < $10 million | Included | |||||||
Acquisition is between $10 million and $50 million |
Included, if transaction closes in first year of performance period
Excluded, if transaction closes in second or third year of performance period
|
|||||||
Change in Accounting Principles or Standards | Cumulative net impact on the payout of all accounting adjustments is > 2% | Excluded |
Fiscal 2022 to Fiscal 2024
Performance Measures
|
Threshold
(40% payout)
|
Target
(100% payout)
|
Maximum
(200% payout)
|
Actual | ||||||||||||||||||||||
50% cumulative corporate net income plus
after-tax interest (in thousands)
|
$1,266,348 | $1,582,935 | $1,899,522 |
$1,497,214
(between threshold and target)
|
||||||||||||||||||||||
30% cumulative corporate revenue
(in thousands)
|
$13,192,703 | $14,224,049 | $14,781,800 |
$13,275,564
(between threshold and target)
|
||||||||||||||||||||||
20% corporate working capital as a % of sales | 14.11 | % | 12.82 | % | 11.54 | % |
25.90%
(below threshold)
|
|||||||||||||||||||
Fiscal 2022 to fiscal 2024 performance share award payout | 55.3% of target |
Name |
Fiscal 2024 Target Total
Direct Compensation
($)
|
|||||||
Mr. Olson | 8,537,000 | |||||||
Ms. Drake | 2,348,750 | |||||||
Mr. Carpenter | 1,499,750 | |||||||
Ms. Dahl | 1,732,450 | |||||||
Ms. Totsky | 1,743,800 |
Stock Ownership Guidelines | |||||
Chairman and CEO | Other Executive Officers | ||||
6x annual base salary | 3x annual base salary |
Responsible Party | Roles and Responsibilities | ||||
Compensation & Human Resources Committee
(Comprised solely of independent directors and reports to the Board of Directors)
|
•Oversees all aspects of our executive compensation program.
•Annually reviews and approves our corporate goals and objectives relevant to Chairman and CEO compensation.
•Evaluates Chairman and CEO's performance in light of such goals and objectives, and determines and approves his compensation based on this evaluation, subject to ratification by the Board of Directors.
•Reviews and approves all executive officer compensation, including base salary, annual cash incentive awards, long-term incentive awards and their payouts.
•Oversees our equity and incentive compensation plans and reviews and approves equity awards and executive incentive payouts.
•Ensures our incentive compensation arrangements are reviewed to confirm they do not encourage unnecessary risk-taking.
•Evaluates market competitiveness reviews of each executive officer's compensation (in total and by each individual element).
•Evaluates proposed changes to our executive compensation program.
•Has sole authority to hire consultants, approve their fees and determine the nature and scope of their work.
|
||||
Independent External Compensation Consultant
(Willis Towers Watson)
(Independent under NYSE listing standards and reports to the Compensation & Human Resources Committee)
|
•Provides advice and guidance on the appropriateness and competitiveness of our executive compensation program relative to our performance and market practice.
•Reviews total compensation strategy and pay levels for executives.
•Examines our executive compensation program to ensure that each element supports our business strategy.
•Assists in gathering competitive market data.
•Provides advice with respect to our incentive plans, performance measures and equity compensation mix.
•Periodically assesses risk as it related to our incentive plans.
•Reviews structure and competitiveness of our non-employee director compensation program.
•Regularly attends Compensation & Human Resources Committee meetings.
|
||||
Management
(Chairman and CEO, Vice President, Human Resources and Managing Director, Total Rewards and Employee Services)
|
•Provides compensation information to Compensation & Human Resources Committee and external compensation consultant to assist them in making and recommending compensation.
•Confers with the Compensation & Human Resources Committee and external compensation consultant concerning design and development of compensation and benefit plans.
•Provides analysis and recommendations on executive officer compensation to the Compensation & Human Resources Committee.
•Reviews performance of executive officers.
•Provides no input or recommendations with respect to their own compensation.
|
EXECUTIVE COMPENSATION |
Name and
Principal Position
|
Fiscal
Year
|
Salary1
($)
|
Bonus2
($)
|
Stock Awards3
($)
|
Option Awards4
($)
|
Non-Equity Incentive Plan Compensation5
($)
|
All Other Compensation6
($)
|
Total
($)
|
|||||||||||||||||||||||||||||||||||||||
Richard M. Olson,
Chairman of the Board, President
and Chief Executive Officer
|
2024 | 1,174,609 | 0 | 3,207,120 | 3,162,586 | 604,994 | 129,130 | 8,278,439 | |||||||||||||||||||||||||||||||||||||||
2023 | 1,129,958 | 0 | 3,599,694 | 3,692,052 | 425,260 | 178,847 | 9,025,811 | ||||||||||||||||||||||||||||||||||||||||
2022 | 1,086,778 | 0 | 2,489,773 | 2,507,118 | 974,698 | 253,586 | 7,311,953 | ||||||||||||||||||||||||||||||||||||||||
Angela C. Drake,
Vice President,
and Chief Financial Officer7
|
2024 | 579,813 | 0 | 747,000 | 736,792 | 160,805 | 68,113 | 2,292,523 | |||||||||||||||||||||||||||||||||||||||
2023 | 510,777 | 0 | 1,063,014 | 223,146 | 91,957 | 75,810 | 1,964,704 | ||||||||||||||||||||||||||||||||||||||||
Kevin N. Carpenter,
Vice President, Global Operations
and Integrated Supply Chain
|
2024 | 503,025 | 0 | 1,008,508 | 355,908 | 129,544 | 77,056 | 2,074,041 | |||||||||||||||||||||||||||||||||||||||
2023 | 473,313 | 0 | 325,206 | 334,719 | 61,661 | 39,700 | 1,234,599 | ||||||||||||||||||||||||||||||||||||||||
2022 | 422,858 | 450,000 | 1,986,129 | 236,694 | 170,823 | 114,754 | 3,381,258 | ||||||||||||||||||||||||||||||||||||||||
Amy E. Dahl,
Vice President, International
|
2024 | 545,477 | 0 | 458,160 | 446,446 | 302,954 | 89,672 | 1,842,709 | |||||||||||||||||||||||||||||||||||||||
2023 | 523,981 | 0 | 504,630 | 520,674 | 135,656 | 100,348 | 1,785,289 | ||||||||||||||||||||||||||||||||||||||||
2022 | 503,397 | 0 | 383,799 | 388,362 | 225,741 | 115,530 | 1,616,829 | ||||||||||||||||||||||||||||||||||||||||
Joanna M. Totsky,
Vice President, General Counsel and Corporate Secretary7
|
2024 | 564,474 | 0 | 438,240 | 437,080 | 145,369 | 77,243 | 1,662,406 | |||||||||||||||||||||||||||||||||||||||
2023 | 200,967 | 150,000 | 1,349,913 | 0 | 37,817 | 119,245 | 1,857,942 |
Name |
Grant Date Fair Value at
Maximum Levels of Performance
($)
|
|||||||
Mr. Olson | 6,414,240 | |||||||
Ms. Drake | 1,494,000 | |||||||
Mr. Carpenter | 717,120 | |||||||
Ms. Dahl | 916,320 | |||||||
Ms. Totsky | 876,480 |
Grant Date |
Risk Free
Rate
|
Expected
Life
|
Expected
Volatility
|
Expected
Dividend Yield
|
Per Share
Black-Scholes
Value
|
|||||||||||||||||||||||||||
12/26/2023 | 3.91 | % | 6.7 years | 26.50 | % | 1.13 | % | $ | 31.22 | |||||||||||||||||||||||
12/22/2022 | 3.77 | % | 6.6 years | 24.94 | % | 0.94 | % | $ | 33.81 | |||||||||||||||||||||||
12/16/2021 | 1.31 | % | 6.4 years | 23.75 | % | 0.93 | % | $ | 22.98 |
Element | Description | ||||
Retirement
Benefits
|
Under our Retirement Plan in calendar year 2024, we matched one dollar for each employee dollar contribution, up to an employee maximum of 4%. Additionally, the Company may make a discretionary investment fund contribution. Employees are eligible to participate in the plan after 30 days of service. For employees whose compensation exceeds the IRS limit, we also provide a contribution into our nonqualified deferred compensation plans, the Supplemental Benefit Plan or the Deferred Plan, as applicable. Our nonqualified deferred compensation plans are described under Nonqualified Deferred Compensation for Fiscal 2024. | ||||
Perquisites |
We provide our executive officers with modest perquisites, including:
•Company-leased automobile--We pay all costs associated with leasing, operating, maintaining and insuring a company-leased automobile up to certain thresholds.
•Financial planning-We encourage our executive officers to receive professional advice regarding their financial, tax and estate planning needs. Therefore, we pay up to a maximum defined amount for each of our executive officers to cover tax planning, tax return preparation, financial counseling and estate planning.
•Annual executive physical--To help ensure the health of our executive officers, we generally pay up to a certain amount for approved physical exam expenses not covered by the executive officer's health insurance.
•Company products--To enable our executive officers the opportunity to become more familiar with our products and use those products on a regular basis, we provide certain Company products and related accessories for personal use at no cost; provided, however, that executive officers are responsible for applicable taxes attributable to the value of such products. The value is generally deemed to be our distributor net price or its equivalent, which is the price at which products are available to employees for purchase.
•Travel expenses--During fiscal 2024, we paid certain travel costs for spouses of our executive officers in connection with certain off-site, business-related meetings in which it was appropriate for a spouse to attend.
|
Charitable Giving |
We support charitable organizations for our employees through our matching gift program. The program for our executive officers provides that a gift or gifts by an executive officer and/or his or her spouse to one or more tax exempt 501(c)(3) charitable organizations located in the United States will be matched by us in an aggregate amount of up to $3,000 per year. | ||||
Relocation Benefits | We maintain a standard, market competitive relocation policy. Relocation expenses reimbursed and/or paid typically include: shipment of household goods, automobile shipment, home finding trip, temporary living, destination home purchase assistance, and a "gross-up" to help offset the tax impact of these expenses that are reimbursed and/or paid. |
Name |
Retirement Plan
Contributions1
($)
|
Nonqualified Plan
Contributions2
($)
|
Charitable
Giving3
($)
|
Perquisites4
($)
|
Relocation Benefits5
($)
|
|||||||||||||||
Mr. Olson | 20,544 | 92,612 | 0 | 15,974 | 0 | 129,130 | ||||||||||||||
Ms. Drake | 20,544 | 23,898 | 1,500 | 22,171 | 0 | 68,113 | ||||||||||||||
Mr. Carpenter | 20,544 | 18,115 | 0 | 38,397 | 0 | 77,056 | ||||||||||||||
Ms. Dahl | 20,544 | 30,334 | 3,000 | 35,794 | 0 | 89,672 | ||||||||||||||
Ms. Totsky | 19,190 | 18,411 | 0 | 39,402 | 239 | 77,242 |
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards1
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards2
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
|
All Other
Option
Awards:
Number of
Securities
Underlying
|
Exercise
or Base
Price of
Option
|
Grant
Date Fair
Value of
Stock and
Option
|
|||||||||||||||||||||||||||||||||
Name |
Grant
Date
|
Approval
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Units3
(#)
|
Options4
(#)
|
Awards5
($/Sh)
|
Awards6
($)
|
||||||||||||||||||||||||||
Richard M. Olson | ||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive | 610,797 | 1,526,992 | 3,053,983 | |||||||||||||||||||||||||||||||||||
Performance Shares | 12/26/23 | 12/12/23 | 12,880 | 32,200 | 64,400 | 3,207,120 | ||||||||||||||||||||||||||||||||
Stock Options | 12/26/23 | 12/12/23 | 101,300 | 99.60 | 3,162,586 | |||||||||||||||||||||||||||||||||
Angela C. Drake | ||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive | 162,348 | 405,869 | 811,738 | |||||||||||||||||||||||||||||||||||
Performance Shares | 12/26/23 | 12/12/23 | 3,000 | 7,500 | 15,000 | 747,000 | ||||||||||||||||||||||||||||||||
Stock Options | 12/26/23 | 12/12/23 | 23,600 | 99.60 | 736,792 | |||||||||||||||||||||||||||||||||
Kevin N. Carpenter | ||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive | 130,787 | 326,966 | 653,933 | |||||||||||||||||||||||||||||||||||
Performance Shares | 12/26/23 | 12/12/23 | 1,440 | 3,600 | 7,200 | 358,560 | ||||||||||||||||||||||||||||||||
Stock Options | 12/26/23 | 12/12/23 | 11,400 | 99.60 | 355,908 | |||||||||||||||||||||||||||||||||
Restricted Stock Units | 01/23/24 | 12/12/23 | 6,935 | 93.72 | 649,948 | |||||||||||||||||||||||||||||||||
Amy E. Dahl | ||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive | 141,824 | 354,560 | 709,120 | |||||||||||||||||||||||||||||||||||
Performance Shares | 12/26/23 | 12/12/23 | 1,840 | 4,600 | 9,200 | 458,160 | ||||||||||||||||||||||||||||||||
Stock Options | 12/26/23 | 12/12/23 | 14,300 | 99.60 | 446,446 | |||||||||||||||||||||||||||||||||
Joanna M. Totsky | ||||||||||||||||||||||||||||||||||||||
Annual Cash Incentive | 146,763 | 366,908 | 733,816 | |||||||||||||||||||||||||||||||||||
Performance Shares | 12/26/23 | 12/12/23 | 1,760 | 4,400 | 8,800 | 438,240 | ||||||||||||||||||||||||||||||||
Stock Options | 12/26/23 | 12/12/23 | 14,000 | 99.60 | 437,080 |
Option Awards | Stock Awards | |||||||||||||||||||||||||
Name |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable1
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units that
Have Not
Vested2
(#)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested3
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have
Not Vested4
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have
Not Vested5
($)
|
||||||||||||||||||
Richard M. Olson | ||||||||||||||||||||||||||
Stock Options | 44,400 | 0 | 38.8200 | 12/04/2025 | ||||||||||||||||||||||
119,400 | 0 | 56.5400 | 12/09/2026 | |||||||||||||||||||||||
102,400 | 0 | 65.9300 | 12/08/2027 | |||||||||||||||||||||||
137,100 | 0 | 58.5300 | 12/07/2028 | |||||||||||||||||||||||
152,900 | 0 | 76.5300 | 12/19/2029 | |||||||||||||||||||||||
134,300 | 0 | 93.3300 | 12/17/2030 | |||||||||||||||||||||||
72,733 | 36,367 | 99.3400 | 12/16/2031 | |||||||||||||||||||||||
36,400 | 72,800 | 111.1500 | 12/22/2032 | |||||||||||||||||||||||
0 | 101,300 | 99.6000 | 12/26/2033 | |||||||||||||||||||||||
F23-F25 Performance Shares | 12,840 | 1,033,363 | ||||||||||||||||||||||||
F24-F26 Performance Shares | 12,880 | 1,036,582 | ||||||||||||||||||||||||
Angela C. Drake | ||||||||||||||||||||||||||
Stock Options | 1,634 | 0 | 76.5300 | 12/19/2029 | ||||||||||||||||||||||
7,500 | 0 | 93.3300 | 12/17/2030 | |||||||||||||||||||||||
3,800 | 1,900 | 99.3400 | 12/16/2031 | |||||||||||||||||||||||
2,200 | 4,400 | 111.1500 | 12/22/2032 | |||||||||||||||||||||||
0 | 23,600 | 99.6000 | 12/26/2033 | |||||||||||||||||||||||
Restricted Stock Units | 5,327 | 428,686 | ||||||||||||||||||||||||
F23-F25 Performance Shares | 760 | 61,165 | ||||||||||||||||||||||||
F24-F26 Performance Shares | 3,000 | 241,440 | ||||||||||||||||||||||||
Kevin N. Carpenter | ||||||||||||||||||||||||||
Stock Options | 6,866 | 3,434 | 99.3400 | 12/16/2031 | ||||||||||||||||||||||
3,300 | 6,600 | 111.1500 | 12/22/2032 | |||||||||||||||||||||||
0 | 11,400 | 99.6000 | 12/26/2033 | |||||||||||||||||||||||
Restricted Stock Units | 13,079 | 1,052,630 | ||||||||||||||||||||||||
F23-F25 Performance Shares | 1,160 | 93,357 | ||||||||||||||||||||||||
F24-F26 Performance Shares | 1,440 | 115,891 | ||||||||||||||||||||||||
Amy E. Dahl | ||||||||||||||||||||||||||
Stock Options | 17,200 | 0 | 38.8200 | 12/04/2025 | ||||||||||||||||||||||
16,600 | 0 | 56.5400 | 12/09/2026 | |||||||||||||||||||||||
13,200 | 0 | 65.9300 | 12/08/2027 | |||||||||||||||||||||||
16,200 | 0 | 58.5300 | 12/07/2028 | |||||||||||||||||||||||
20,800 | 0 | 76.5300 | 12/19/2029 | |||||||||||||||||||||||
21,300 | 0 | 93.3300 | 12/17/2030 | |||||||||||||||||||||||
11,266 | 5,634 | 99.3400 | 12/16/2031 | |||||||||||||||||||||||
5,133 | 10,267 | 111.1500 | 12/22/2032 | |||||||||||||||||||||||
0 | 14,300 | 99.6000 | 12/26/2033 | |||||||||||||||||||||||
F23-F25 Performance Shares | 1,800 | 144,864 | ||||||||||||||||||||||||
F24-F26 Performance Shares | 1,840 | 148,083 | ||||||||||||||||||||||||
Joanna M. Totsky | ||||||||||||||||||||||||||
Stock Options | 0 | 14,000 | 99.6000 | 12/26/2033 | ||||||||||||||||||||||
Restricted Stock Units | 9,443 | 759,995 | ||||||||||||||||||||||||
F24-F26 Performance Shares | 1,760 | 141,645 |
Name | Grant Date | 12/16/24 | 12/22/24 | 12/26/24 | 12/22/25 | 12/26/25 | 12/26/26 | Option Expiration Date | ||||||||||||||||||
Mr. Olson | 12/16/21 | 36,367 | 12/16/31 | |||||||||||||||||||||||
12/22/22 | 36,400 | 36,400 | 12/22/32 | |||||||||||||||||||||||
12/26/23 | 33,766 | 33,767 | 33,767 | 12/26/33 | ||||||||||||||||||||||
Ms. Drake | 12/16/21 | 1,900 | 12/16/31 | |||||||||||||||||||||||
12/22/22 | 2,200 | 2,200 | 12/22/32 | |||||||||||||||||||||||
12/26/23 | 7,866 | 7,867 | 7,867 | 12/26/33 | ||||||||||||||||||||||
Mr. Carpenter | 12/16/21 | 3,434 | 12/16/31 | |||||||||||||||||||||||
12/22/22 | 3,300 | 3,300 | 12/22/32 | |||||||||||||||||||||||
12/26/23 | 3,800 | 3,800 | 3,800 | 12/26/33 | ||||||||||||||||||||||
Ms. Dahl | 12/16/21 | 5,634 | 12/16/31 | |||||||||||||||||||||||
12/22/22 | 5,133 | 5,134 | 12/22/32 | |||||||||||||||||||||||
12/26/23 | 4,766 | 4,767 | 4,767 | 12/26/33 | ||||||||||||||||||||||
Ms. Totsky | 12/26/23 | 4,666 | 4,667 | 4,667 | 12/26/33 |
Option Awards1
|
Stock Awards2
|
|||||||||||||
Name |
Number of
Shares
Acquired
On Exercise
(#)
|
Value
Realized
On Exercise
($)
|
Number of
Shares
Acquired
on Vesting
(#)
|
Value
Realized on
Vesting
($)
|
||||||||||
Richard M. Olson | ||||||||||||||
Stock Option Exercises | 20,000 | 1,276,300 | ||||||||||||
F22-F24 Performance Share Award Payout | 13,990 | 1,139,346 | ||||||||||||
Angela C. Drake | ||||||||||||||
Stock Option Exercises | N/A | N/A | ||||||||||||
F22-F24 Performance Share Award Payout | 718 | 58,474 | ||||||||||||
Restricted Stock Units | 2,630 | 233,246 | ||||||||||||
Kevin N. Carpenter | ||||||||||||||
Stock Option Exercises | N/A | N/A | ||||||||||||
F22-F24 Performance Share Award Payout | 1,327 | 108,071 | ||||||||||||
Restricted Stock Units | 5,959 | 494,586 | ||||||||||||
Amy E. Dahl | ||||||||||||||
Stock Option Exercises | 4,460 | 263,854 | ||||||||||||
F22-F24 Performance Share Award Payout | 2,156 | 175,585 | ||||||||||||
Joanna M. Totsky | ||||||||||||||
Stock Option Exercises | N/A | N/A | ||||||||||||
F22-F24 Performance Share Award Payout | N/A | N/A | ||||||||||||
Restricted Stock Units | 4,701 | 450,073 |
Executive
Contributions
in Last FY1
($)
|
Registrant
Contributions
in Last FY2
($)
|
Aggregate
Earnings in
Last FY3
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at
Last FYE4
($)
|
|||||||||||||
Richard M. Olson | |||||||||||||||||
Deferred Plan | 0 | 0 | 429,450 | 0 | 2,130,659 | ||||||||||||
Deferred Plan for Officers | 0 | 0 | -440,138 | 0 | 13,416,754 | ||||||||||||
Supplemental Benefit Plan | 0 | 92,612 | 322,219 | 0 | 1,742,414 | ||||||||||||
Angela C. Drake | |||||||||||||||||
Deferred Plan | 0 | 0 | 107,636 | 0 | 509,937 | ||||||||||||
Deferred Plan for Officers | 0 | 0 | 705 | 0 | 59,517 | ||||||||||||
Supplemental Benefit Plan | 0 | 23,898 | 17,069 | 0 | 126,711 | ||||||||||||
Kevin N. Carpenter | |||||||||||||||||
Deferred Plan | 122,819 | 0 | 29,421 | 0 | 313,945 | ||||||||||||
Deferred Plan for Officers | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Supplemental Benefit Plan | 0 | 18,115 | 10,166 | 0 | 82,002 | ||||||||||||
Amy E. Dahl | |||||||||||||||||
Deferred Plan | 336,309 | 0 | 317,737 | 0 | 1,977,163 | ||||||||||||
Deferred Plan for Officers | 0 | 0 | -78,555 | 0 | 1,490,145 | ||||||||||||
Supplemental Benefit Plan | 0 | 30,334 | 79,533 | 0 | 398,586 | ||||||||||||
Joanna M. Totsky | |||||||||||||||||
Deferred Plan | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Deferred Plan for Officers | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Supplemental Benefit Plan | 0 | 18,411 | 0 | 0 | 18,411 |
Name | Deferrals | Amount ($) | ||||||
Mr. Carpenter | 15% of base salary from November 2023 through December 2023 | 11,076 | ||||||
20% of base salary from January 2024 through October 2024 | 85,835 | |||||||
20% of the fiscal 2024 annual cash incentive award | 25,908 | |||||||
Ms. Dahl | 20% of base salary from November 2023 through December 2023 | 16,338 | ||||||
20% of base salary from January 2024 through October 2024 | 92,756 | |||||||
75% of the fiscal 2024 annual cash incentive award | 227,215 | |||||||
100% of the fiscal 2022 to 2024 performance share award | 175,585 |
Fund Name | Change from Fiscal 2023 | ||||
American Funds Europacific Growth Fund R6 | 23.52 | % | |||
Artisan Mid Cap Investor Fund | 24.98 | % | |||
Fidelity Treasury Only Money Market Fund | 5.03 | % | |||
Fidelity US Bond Index | 10.53 | % | |||
Goldman Sachs Small Cap Value Institutional Fund | 27.31 | % | |||
JPMorgan Mid Cap Value I Fund | 32.70 | % | |||
PGIM Total Return Bond R6 | 12.71 | % | |||
PIMCO International Bond Fund (Unhedged) | 11.70 | % | |||
T. Rowe Price International Discovery Fund | 24.63 | % | |||
The Toro Company | 1.09 | % | |||
Vanguard Explorer Fund Admiral Shares | 31.76 | % | |||
Vanguard Institutional Index Fund Institutional Shares | 37.97 | % | |||
Vanguard Mid Cap Index Fund Admiral Shares | 34.61 | % | |||
Vanguard Small Cap Index Fund Admiral Shares | 34.34 | % | |||
Vanguard Target Retirement 2020 Fund | 18.00 | % | |||
Vanguard Target Retirement 2025 Fund | 21.13 | % | |||
Vanguard Target Retirement 2030 Fund | 23.41 | % | |||
Vanguard Target Retirement 2035 Fund | 25.12 | % | |||
Vanguard Target Retirement 2040 Fund | 26.76 | % | |||
Vanguard Target Retirement 2045 Fund | 28.35 | % | |||
Vanguard Target Retirement 2050 Fund | 29.58 | % | |||
Vanguard Target Retirement 2055 Fund | 29.61 | % | |||
Vanguard Target Retirement 2060 Fund | 29.60 | % | |||
Vanguard Target Retirement 2065 Fund | 29.61 | % | |||
Vanguard Target Retirement Income Fund | 15.80 | % |
Name | Amount ($) | ||||
Mr. Olson | 0 | ||||
Ms. Drake | 0 | ||||
Mr. Carpenter | 0 | ||||
Ms. Dahl | 0 | ||||
Ms. Totsky | 0 |
Name | Amount ($) | ||||
Mr. Olson | 437,213 | ||||
Ms. Drake | 0 | ||||
Mr. Carpenter | |||||
Ms. Dahl | 0 | ||||
Ms. Totsky | 75,920 |
Year | PEO | Non-PEO NEOs | ||||||
2024 | Richard M. Olson | Angela C. Drake, Kevin N. Carpenter, Amy E. Dahl and Joanna M. Totsky | ||||||
2023 | Richard M. Olson | Angela C. Drake, Renee J. Peterson, Amy E. Dahl, Joanna M. Totsky, Greg Janey and Richard W. Rodier | ||||||
2022 | Richard M. Olson | Renee J. Peterson, Kevin N. Carpenter, Richard W. Rodier and Amy E. Dahl | ||||||
2021 | Richard M. Olson | Renee J. Peterson, Richard W. Rodier, Amy E. Dahl and Bradley A. Hamilton |
Year |
Summary Compensation Table Total for PEO ($) |
Compensation Actually Paid to PEO1
($)
|
Average Summary Compensation Table Total for Non-PEO NEOs ($) |
Average Compensation Actually Paid to Non-PEO NEOs1
($)
|
Value of Initial Fixed $100 Investment Based On: |
Net Income4
($)
|
Adjusted Diluted EPS5
($)
|
|||||||||||||||||||
Total Shareholder Return2
($)
|
Peer Group Total Shareholder Return3
($)
|
|||||||||||||||||||||||||
2024 | 8,278,439 | 3,733,008 | 1,967,920 | 1,268,683 | 103 | 171 | 418.9 | 4.17 | ||||||||||||||||||
2023 | 9,025,811 | 547,678 | 1,905,612 | 485,389 | 102 | 125 | 329.7 | 4.21 | ||||||||||||||||||
2022 | 7,311,953 | 10,442,137 | 2,316,841 | 2,831,673 | 132 | 115 | 443.3 | 4.16 | ||||||||||||||||||
2021 | 8,629,851 | 14,493,119 | 2,244,282 | 3,334,008 | 118 | 132 | 409.9 | 3.62 |
Year |
SCT Total for PEO ($) |
SCT Reported Equity Award Value for PEO ($) |
Equity Award Adjustments for PEO1
($)
|
Change in the Actuarial Present Value of Pension Benefits for PEO ($) |
Pension Benefit Adjustments for PEO ($) |
Compensation Actually Paid to PEO ($) |
||||||||||||||
2024 | 8,278,439 | (6,369,706) | 1,824,275 | 0 | 0 | 3,733,008 | ||||||||||||||
2023 | 9,025,811 | (7,291,746) | (1,186,387) | 0 | 0 | 547,678 | ||||||||||||||
2022 | 7,311,953 | (4,996,891) | 8,127,075 | 0 | 0 | 10,442,137 | ||||||||||||||
2021 | 8,629,851 | (5,187,602) | 11,050,870 | 0 | 0 | 14,493,119 |
Year | Year-End Fair Value of Unvested Equity Awards Granted in the Year ($) |
Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) |
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) |
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | ||||||||||||||||
2024 | 1,824,413 | (3,571) | 0 | 3,433 | 0 | 0 | 1,824,275 | ||||||||||||||||
2023 | 2,824,764 | (2,977,151) | 0 | (1,034,000) | 0 | 0 | (1,186,387) | ||||||||||||||||
2022 | 6,061,704 | 2,062,723 | 0 | 2,648 | 0 | 0 | 8,127,075 | ||||||||||||||||
2021 | 6,964,945 | 2,408,829 | 0 | 1,677,096 | 0 | 0 | 11,050,870 |
Year |
Average SCT Total for
Non-PEO NEOs
($)
|
Average SCT Reported Equity Award Value for Non-PEO NEOs ($) |
Average Equity Award Adjustments for Non-PEO NEOs1
($)
|
Average Change in the Actuarial Present Value of Pension Benefits for Non-PEO NEOs ($) |
Average Pension Benefit Adjustments for Non PEO-NEOs ($) |
Average Compensation Actually Paid to Non-PEO NEOs ($) |
||||||||||||||
2024 | 1,967,920 | (1,157,034) | 457,797 | 0 | 0 | 1,268,683 | ||||||||||||||
2023 | 1,905,612 | (1,297,243) | (122,980) | 0 | 0 | 485,389 | ||||||||||||||
2022 | 2,316,841 | (1,315,478) | 1,830,310 | 0 | 0 | 2,831,673 | ||||||||||||||
2021 | 2,244,282 | (1,020,368) | 2,110,094 | 0 | 0 | 3,334,008 |
Year | Average Year-End Fair Value of Unvested Equity Awards Granted in the Year ($) |
Average Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) |
Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) |
Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
Average Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Average Total Equity Award Adjustments ($) | ||||||||||||||||
2024 | 426,285 | (2,349) | 0 | 22,961 | 0 | 10,900 | 457,797 | ||||||||||||||||
2023 | 466,643 | (327,514) | 0 | (120,273) | (144,551) | 2,716 | (122,980) | ||||||||||||||||
2022 | 1,533,967 | 329,900 | 0 | (38,169) | 0 | 5,885 | 1,831,583 | ||||||||||||||||
2021 | 1,369,547 | 434,551 | 0 | 304,589 | 0 | 1,407 | 2,110,094 |
Performance Measures
|
||
Adjusted diluted EPS | ||
Revenue and revenue growth | ||
Working capital as a percent of sales | ||
Net income plus after-tax interest
|
||
Return on invested capital |
Change in Control | ||||||||||||||||||||||||||||||||||||||
Name/Payment Type |
Voluntary Resignation /
Retirement(1)
($)
|
Disability or
Death
($)
|
Involuntary
Termination by
TTC
($)
|
Termination
by TTC for
Cause
($)
|
No Termination
Event
($)
|
Termination Without Cause by TTC or by Executive for Good
Reason
($)
|
||||||||||||||||||||||||||||||||
Richard M. Olson | ||||||||||||||||||||||||||||||||||||||
Cash Severance Payment2
|
0 | 0 | 0 | 0 | 0 | 8,211,000 | ||||||||||||||||||||||||||||||||
Unvested & Accelerated Stock Options3
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Performance Share Award Payouts | 382,441 | (4) | 382,441 | (4) | 0 | 0 | 2,586,064 | (5) | 2,586,064 | (5) | ||||||||||||||||||||||||||||
Welfare Plan Benefits6
|
0 | 0 | 0 | 0 | 0 | 71,169 | ||||||||||||||||||||||||||||||||
Outplacement Services7
|
0 | 0 | 0 | 0 | 0 | 30,000 | ||||||||||||||||||||||||||||||||
Perquisites8
|
26,671 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Total | 409,112 | 382,441 | 0 | 0 | 2,586,064 | 10,898,233 | ||||||||||||||||||||||||||||||||
Angela C. Drake | ||||||||||||||||||||||||||||||||||||||
Cash Severance Payment2
|
0 | 0 | 0 | 0 | 0 | 1,997,500 | ||||||||||||||||||||||||||||||||
Unvested & Accelerated Stock Options3
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Unvested & Accelerated Restricted Stock Units9
|
0 | 0 | 0 | 0 | 428,686 | 428,686 | (9) | |||||||||||||||||||||||||||||||
Performance Share Award Payouts | 22,543 | (4) | 22,534 | (4) | 0 | 0 | 300,351 | (5) | 300,351 | (5) | ||||||||||||||||||||||||||||
Welfare Plan Benefits6
|
0 | 0 | 0 | 0 | 0 | 68,784 | ||||||||||||||||||||||||||||||||
Outplacement Services7
|
0 | 0 | 0 | 0 | 0 | 30,000 | ||||||||||||||||||||||||||||||||
Perquisites8
|
30,229 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Total | 52,772 | 22,534 | 0 | 0 | 729,037 | 2,825,321 | ||||||||||||||||||||||||||||||||
Kevin N. Carpenter | ||||||||||||||||||||||||||||||||||||||
Cash Severance Payment2
|
0 | 0 | 0 | 0 | 0 | 1,699,500 | ||||||||||||||||||||||||||||||||
Unvested & Accelerated Stock Options3
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Unvested & Accelerated Restricted Stock Units9
|
0 | 0 | 0 | 0 | 1,052,630 | 1,052,630 | (9) | |||||||||||||||||||||||||||||||
Performance Share Award Payouts | 34,526 | (4) | 34,526 | (4) | 0 | 0 | 252,144 | (5) | 252,144 | (5) | ||||||||||||||||||||||||||||
Welfare Plan Benefits6
|
0 | 0 | 0 | 0 | 0 | 42,981 | ||||||||||||||||||||||||||||||||
Outplacement Services7
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Perquisites8
|
37,732 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Total | 72,258 | 34,526 | 0 | 0 | 1,304,774 | 3,047,255 | ||||||||||||||||||||||||||||||||
Change in Control | ||||||||||||||||||||||||||||||||||||||
Name/Payment Type |
Voluntary Resignation /
Retirement(1)
($)
|
Disability or
Death
($)
|
Involuntary
Termination by
TTC
($)
|
Termination
by TTC for
Cause
($)
|
No Termination
Event
($)
|
Termination Without
Cause by TTC or by
Executive for Good
Reason
($)
|
||||||||||||||||||||||||||||||||
Amy E. Dahl | ||||||||||||||||||||||||||||||||||||||
Cash Severance Payment2
|
0 | 0 | 0 | 0 | 0 | 1,824,900 | ||||||||||||||||||||||||||||||||
Unvested & Accelerated Stock Options3
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Performance Share Award Payouts | 53,600 | (4) | 53,600 | (4) | 0 | 0 | 364,816 | (5) | 364,816 | (5) | ||||||||||||||||||||||||||||
Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 22,104 | ||||||||||||||||||||||||||||||||
Outplacement Services7
|
0 | 0 | 0 | 0 | 0 | 30,000 | ||||||||||||||||||||||||||||||||
40,849 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Total | 94,449 | 53,600 | 0 | 0 | 364,816 | 2,241,820 | ||||||||||||||||||||||||||||||||
Joanna M. Totsky | ||||||||||||||||||||||||||||||||||||||
Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 1,887,600 | ||||||||||||||||||||||||||||||||
Unvested & Accelerated Stock Options3
|
0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Unvested & Accelerated Restricted Stock Units9
|
0 | 0 | 0 | 0 | 759,995 | 759,995 | (9) | |||||||||||||||||||||||||||||||
Performance Share Award Payouts | N/A | (4) | N/A | (4) | 0 | 0 | N/A | (5) | N/A | (5) | ||||||||||||||||||||||||||||
Welfare Plan Benefits6
|
0 | 0 | 0 | 0 | 0 | 43,209 | ||||||||||||||||||||||||||||||||
Outplacement Services7
|
0 | 0 | 0 | 0 | 0 | 30,000 | ||||||||||||||||||||||||||||||||
Perquisites8
|
39,088 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||
Total | 39,088 | 0 | 0 | 0 | 759,995 | 2,720,804 |
STOCK OWNERSHIP |
Title of Class |
Name and Address
of Beneficial Owner
|
Amount and Nature
of Beneficial Ownership
|
Percent
of Class1
|
|||||||||||||||||
Common Stock |
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
|
10,491,4092
|
10.10% | |||||||||||||||||
Common Stock |
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
|
9,385,0563
|
9.00% | |||||||||||||||||
Common Stock |
BlackRock, Inc.
55 East 52nd St.
New York, NY 10055
|
10,392,0664
|
8.30% | |||||||||||||||||
Common Stock |
Select Equity Group, L.P.
380 Lafayette St.
New York, NY 10003
|
5,557,1795
|
5.30% |
Title of Class | Name of Beneficial Owner |
Amount and Nature of
Beneficial Ownership
1 2 3 4
|
Percent of Class5
|
|||||||||||||||||
Non-Employee Directors: | ||||||||||||||||||||
Common Stock | Dianne C. Craig | 2,530 | * | |||||||||||||||||
Common Stock | Gary L. Ellis | 38,136 | * | |||||||||||||||||
Common Stock | Eric P. Hansotia | 2,983 | * | |||||||||||||||||
Common Stock | Jeffrey L. Harmening | 8,113 | * | |||||||||||||||||
Common Stock | D. Christian Koch | 12,748 | * | |||||||||||||||||
Common Stock | Joyce A. Mullen | 5,580 | * | |||||||||||||||||
Common Stock | James C. O'Rourke | 27,051 | * | |||||||||||||||||
Common Stock | Jill M. Pemberton | 5,856 | * | |||||||||||||||||
Named Executive Officers: | ||||||||||||||||||||
Common Stock | Richard M. Olson | 206,496 | * | |||||||||||||||||
Common Stock | Angela C. Drake | 12,832 | * | |||||||||||||||||
Common Stock | Joanna M. Totsky | 11,858 | * | |||||||||||||||||
Common Stock | Amy E. Dahl | 43,365 | * | |||||||||||||||||
Common Stock | Kevin N. Carpenter | 14,999 | * | |||||||||||||||||
All Current Directors and Executive Officers as a Group (13) | 392,547 | 0.39% |
Name |
Stock
Options
|
Retricted Stock Units | Retirement Plan |
Units under the
Deferred Plan
for Directors
|
Units under the
Deferred Plan
for Officers
|
|||||||||||||||||||||||||||
Non-Employee Directors: | ||||||||||||||||||||||||||||||||
Dianne C. Craig | 2,167 | - | - | 0 | - | |||||||||||||||||||||||||||
Gary L. Ellis | 33,441 | - | - | 4,094 | - | |||||||||||||||||||||||||||
Eric P. Hansotia | 5,967 | - | - | 0 | - | |||||||||||||||||||||||||||
Jeffrey L. Harmening | 15,124 | - | - | 0 | - | |||||||||||||||||||||||||||
D. Christian Koch | 28,403 | - | - | 0 | - | |||||||||||||||||||||||||||
Joyce A. Mullen | 15,124 | - | - | 5,607 | - | |||||||||||||||||||||||||||
James C. O'Rourke | 33,441 | - | - | 0 | - | |||||||||||||||||||||||||||
Jill M. Pemberton | 5,967 | - | - | 972 | - | |||||||||||||||||||||||||||
Named Executive Officers: | ||||||||||||||||||||||||||||||||
Richard M. Olson | 1,098,955 | 0 | 17,455 | - | 167,518 | |||||||||||||||||||||||||||
Angela C. Drake | 67,624 | 5,352 | 275 | - | 743 | |||||||||||||||||||||||||||
Joanna M. Totsky | 14,000 | 9488 | 1 | - | 0 | |||||||||||||||||||||||||||
Amy E. Dahl | 151,900 | 0 | 4,077 | - | 18,580 | |||||||||||||||||||||||||||
Kevin N. Carpenter | 41,389 | 7,055 | 1 | - | 0 | |||||||||||||||||||||||||||
All Current Directors and Executive Officers as a Group (13) | 1,513,502 | 21,895 | 21,809 | 10,673 | 186,840 |
Stock Ownership Guidelines by Position | ||||||||
Non-Employee Directors | Chairman and CEO | Other Executive Officers | ||||||
5x annual board retainer | 6x annual base salary | 3x annual base salary |
EQUITY COMPENSATION PLAN INFORMATION |
Plan Category |
Number of Securities to
be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities reflected
in column (a))
(c)
|
|||||||||||||||||
Equity compensation plans approved by
security holders
|
3,931,5501
|
$83.69 |
2,399,2053
|
|||||||||||||||||
Equity compensation plans not
approved by security holders
|
N/A | N/A | N/A | |||||||||||||||||
Total |
3,931,5501
|
$83.69 |
2,399,2053
|
OTHER INFORMATION |
BY ORDER OF THE BOARD OF DIRECTORS | ||||||||
Joanna M. Totsky
Vice President, General Counsel
and Corporate Secretary
|
VOTE BY INTERNET- www.proxyvote.comor scan the QR code above
Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on March 17, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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8111 LYNDALE AVENUE SOUTH
BLOOMINGTON, MN 55420-1196
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During The Meeting- Go to www.virtualshareholdermeeting.com/TTC2025
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You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on March 17, 2025. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS
|
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DETACH AND RETURN THIS PORTION ONLY
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THE TORO COMPANY
|
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The Board of Directors recommends you vote FOR the following:
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To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.
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1.
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Election of Directors:
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Nominees:
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For
All
|
Withhold All
|
For All Except
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
01)
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Jeff L. Harmening
|
o
|
o
|
o
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02)
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Joyce A. Mullen
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03)
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Richard M. Olson
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04)
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James C. O'Rourke
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The Board of Directors recommends you vote FOR proposals 2 and 3:
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For
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Against
|
Abstain
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2.
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Ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2025.
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o
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o
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o
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3.
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Approval of, on an advisory basis, our executive compensation.
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o
|
o
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o
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NOTE:In their discretion, the proxies are authorized to vote on any other business properly brought before the annual meeting or any adjournment or postponement of the annual meeting.
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Please sign exactly as your name(s) appear(s) on this proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
|
||
The Notice & Proxy Statement for the Annual Meeting of Shareholders on March 18, 2025, and
our 2024 Annual Report are available at www.thetorocompany.com/proxy
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8111 Lyndale Avenue South
Bloomington, MN 55420
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Proxy
|
||||||||||||||||||||||
This proxy is solicited on behalf of the Board of Directors for use at the Annual Meeting on March 18, 2025.
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The shares of stock held in this account will be voted as you specify on the reverse side or by telephone or Internet. Shares held in employee benefit plans for which a proxy is not received will be voted by the trustee in the same proportion as votes actually cast by plan participants.
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If no choice is specified, the proxy will be voted "For" all nominees for Director and "For" Proposals 2 and 3.
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By signing, dating and returning this proxy card, you revoke all prior proxies, including any proxy previously given by telephone or Internet, and appoint R. M. Olson and J. M. Totsky, or either of them, with full power of substitution, to vote these shares on the matters shown on the reverse side and on any other business properly brought before the annual meeting or any adjournment or postponement of the annual meeting.
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Continued and to be signed on reverse side
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