TORO CO
For the period ended Jan 30, 2024. Filed Feb 6, 2024.
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Jan 30, 2024 · Filed Feb 6, 2024
Contents
Elements of Our Executive Compensation Program
During fiscal 2023, our executive compensation program consisted of the following key elements, which are described in the table below and pages that follow, along with the key characteristics of and purpose for, each element and key actions taken during fiscal 2023.
| Element | Key Characteristics | Purpose | Key Fiscal 2023 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. | With the exception of Ms. Drake who was promoted on March 10, 2023, Ms. Totsky who joined our Company on June 19, 2023 and Mr. Rodier who announced his retirement in January 2023, our NEOs received base salary increases on March 1, 2023.Our Chairman and CEO received a base salary increase of 4.1% and our other NEOs received a base salary increase of 2.4% to 4.1% over their respective fiscal 2022 base salaries.Ms. Drake received a 36% base salary increase on March 10, 2023 in connection with her promotion to Vice President, Chief Financial Officer.Mr. Janey received a 9.7% base salary increase on November 1, 2022 in connection with his promotion to Group Vice President, Landscapes and Contractor. |
| 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 2023, 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 55% and 80% of base salary. Ms. Drake's target award as a percent of base salary was increased from 55% to 65% in connection with her promotion to Vice President and Chief Financial Officer.Mr. Janey's target award as a percent of base salary was increased from 55% to 65% in connection with his promotion to Group Vice President, Landscapes and Contractor.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, who assumed the position of Vice President, International on March 1, 2023. |
| 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, other than Ms. Totsky, were granted performance share awards and stock options.In connection with her hiring, Ms. Totsky was granted a restricted stock unit award. In connection with their promotions, Ms. Drake and Mr. Janey were granted restricted stock unit awards. |
| 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. |
In connection with her hiring in fiscal 2023, Ms. Totsky, our Vice President, General Counsel and Corporate Secretary received the following as a part of her employment offer:
A cash sign-on bonus of $150,000 to help offset forfeited compensation from her previous employer and which is was subject to repayment if Ms. Totsky voluntarily terminates her employment prior to June 19, 2024, her one-year anniversary with TTC;
A one-time restricted stock unit award of 13,878 shares, valued at $1.35 million intended to help offset forfeited equity value from her previous employer and which will vest in three annual installments over three years; and
Certain relocation benefits, in line with our standard relocation policy, including temporary living, shipment of household goods and automobile and home closing costs.
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