TORO CO

At the beginning of each fiscal year, the Compensation & Human Resources Committee reviews and approves compensation, including base salary, annual cash targets and long-term incentive targets, and the certification of incentive award payouts, for each of our executive officers. In so doing, the Compensation & Human Resources Committee evaluates information regarding:

•market base salary, total cash compensation, and total direct compensation data and analysis prepared by its independent external compensation consultant;

•total cash compensation to be paid for the fiscal year if annual cash incentive awards are achieved and paid at target;

•prior fiscal year target long-term incentive values; and

•total direct compensation for the fiscal year, assuming long-term incentive awards at target.

Additionally, the Committee obtains executive compensation recommendations from our Chairman and CEO, Vice President, Human Resources, and Managing Director, Total Rewards and Employee Services that reflect individual performance; future potential; corporate, group and/or division performance, as applicable; tenure in the position; comparison to market; level of professional experience; duties and responsibilities; internal pay equity comparisons; and outside market factors, including general economic conditions. As needed, the Committee reviews significant events that have occurred at our Company, including merger and acquisition activity, and assesses whether such events necessitate a change in compensation for our executive officers. No officers provide input or recommendations with respect to his or her own compensation. The Chair of the Committee is also responsible for coordinating a performance evaluation for the Chairman and CEO based on feedback from all non-employee directors in connection with the ratification of the Chairman and CEO's compensation by the Board. Information on the compensation of our named executive officers, or NEOs is found under "Executive Compensation."

The Compensation & Human Resources Committee retained Willis Towers Watson to assist in the evaluation and review of our executive compensation program during fiscal 2025. Additional information regarding the role of Willis Towers Watson during fiscal 2025 is found under "Compensation Discussion and Analysis—How We Make Compensation Decisions—Independent External Compensation Consultant." From time to time, the Committee also has engaged Willis Towers Watson to perform other compensation consulting services, including a review of non-employee director compensation.

For the services performed for us in fiscal 2025, the Committee assessed the independence of Willis Towers Watson pursuant to SEC and NYSE rules and concluded that the work of Willis Towers Watson did not raise any conflicts of interest. Representatives from Willis Towers Watson attended all of the Committee meetings in fiscal 2025, including executive sessions without management present, to act as a resource to the Committee in carrying out its responsibilities. The Committee, through its Chair, can request an independent meeting with representatives from our independent external compensation consultant at any time. The Committee also has the authority to obtain advice and assistance from external legal, accounting or other advisors.