OSHKOSH CORP

For the period ended May 6, 2025. Filed Mar 27, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2025 · Filed Mar 27, 2025

OSK$134.36-1.7%Stored close · as of Nov 6, 2026

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Contents

Equity-based long-term incentive awards

2024 Annual Incentive Award Payouts

Based on consolidated and segment results, performance payouts under the annual cash incentive plan to our NEOs were as follows:

· · · Target AnnualIncentiveAward($) (1) · · · · PayoutBased onConsolidatedOI($) · · · PayoutBased onConsolidatedFCFC($) · · · PayoutBased onSegmentOI($) · · · PayoutBased onSegmentFCFC ($) · · · Total($) · · · Payout Level(Percent ofTarget Payout)(2) ·
Mr. Pfeifer	1,793,361	2,206,910	338,407	N/A	N/A	2,545,317	141.9%
Mr. Field	27,541	33,892	5,197	N/A	N/A	39,089	141.9%
Mr. Pack	620,215	741,449	111,838	27,541	8.159	888,987	143.3%
Mr. Narang	580,000	254,910	N/A	390,340	150,800	796,050	137.3%
Mr. Cortina	472,540	581,509	89,168	N/A	N/A	670,677	141.9%
Ms. Iyengar	416,007	511,938	78,500	N/A	N/A	590,438	141.9%
Mr. Johnson (3)	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(1)

The target annual incentive award represents 2024 base salary earned multiplied by each NEO’s target award percentage.

(2)

Payout level is the sum of the results of each performance measure as a percentage of target performance multiplied by each measure’s respective weighting.

(3)

Mr. Johnson was not eligible for an annual incentive award payout due to his retirement.

Equity-Based Long-Term Incentive Awards

The Committee grants individual equity awards for executives on an annual basis at its February meeting. Equity awards we granted in 2024 prior to the 2024 Annual Meeting are subject to the terms of the 2017 Incentive Stock and Awards Plan, which shareholders approved at the 2017 Annual Meeting, and any grants we made after the 2024 Annual Meeting are subject to the terms of the 2024 Incentive Stock and Awards Plan, which shareholders approved at the 2024 Annual Meeting. Together, we refer to these plans as the stock plans.

In 2024, as we had done in the recent past, we provided two types of equity-based long-term incentive awards: performance shares and restricted stock units. The Committee believes equity-based long-term incentive awards are key components of our compensation program and appropriately align pay with performance. Long-term incentive awards serve the following three critical functions:

Motivate executives to focus on our long-term growth and performance;

Encourage and facilitate executive ownership of our common stock, which aligns executive objectives with those of shareholders; and

Help to attract and retain key executives, which we believe contributes to increased shareholder value.

For annual equity awards that the Committee granted in 2024, the Committee granted to each NEO (other than Mr. Field) long-term incentive awards. We reference the market median in Mercer’s compensation analysis when determining long-term incentive grant date award values and make individual decisions considering each executive’s scope, experience, skills, capabilities and performance. The awards provided a significant incentive for executives to execute our strategy, achieve long-term performance goals and deliver total shareholder return and also provided considerable retention value for key executives.

	OSHKOSH CORPORATION \| 2025 PROXY STATEMENT			39

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.