TORO CO
For the period ended Oct 31, 2025. Filed Feb 3, 2026.
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Oct 31, 2025 · Filed Feb 3, 2026
Contents
Summary Compensation Table
The following table summarizes compensation for each of the last three fiscal years awarded to, earned by or paid to individuals who served as our principal executive officer and principal financial officer during fiscal 2025, and the other three most highly compensated executive officers during fiscal 2025. We collectively refer to these officers as our “named executive officers,” or NEOs.
Amounts in this Summary Compensation Table are not reduced to reflect any elections to defer receipt of base salary, annual cash incentive award payouts or performance share award payouts. Elections to defer these forms of compensation are described in more detail under “Nonqualified Deferred Compensation for Fiscal 2025.” Earnings on nonqualified deferred compensation are not on a basis that is considered to be above-market or preferential. The “Compensation Discussion and Analysis” provides additional information about compensation paid to our NEOs.
| Name andPrincipal Position · FiscalYear · Salary1($) · Bonus2($) · Stock Awards3($) · Option Awards4($) · Non-Equity Incentive Plan Compensation5($) · All Other Compensation6($) · Total ($) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Richard M. Olson,Chairman of the Board and Chief Executive Officer | 2025 | 1,239,816 | 0 | 3,300,642 | 2,326,224 | 1,315,197 | 254,599 | 8,436,478 | |||||||
| 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 | ||||||||
| Angela C. Drake, Vice President and Chief Financial Officer | 2025 | 612,605 | 0 | 839,157 | 591,406 | 349,920 | 102,048 | 2,495,136 | |||||||
| 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 | ||||||||
| Edric C. Funk,Presidentand Chief Operating Officer7 | 2025 | 515,970 | 0 | 2,059,347 | 394,271 | 389,280 | 134,845 | 3,493,713 | |||||||
| Peter D. Moeller, Group Vice President,Underground and Specialty Construction + International7 | 2025 | 443,469 | 0 | 2,003,424 | 354,844 | 330,686 | 133,250 | 3,265,673 | |||||||
| Gregory S. Janey, Group Vice President, Landscapes and Contractor7 | 2025 | 474,513 | 0 | 2,003,424 | 354,844 | 100,673 | 73,609 | 3,007,063 | |||||||
| 2024 | 446,844 | 0 | 438,240 | 437,080 | 115,076 | 54,972 | 1,492,212 | ||||||||
| 2023 | 431,519 | 0 | 603,428 | 382,053 | 81,201 | 68,147 | 1,566,348 | ||||||||
Amounts reflect actual salary earnings throughout the fiscal year.
We generally do not pay discretionary bonuses or bonuses that are subjectively determined and did not pay any such bonuses to any of our NEOs in any of the last three most recently completed fiscal years. Annual cash incentive award payouts based on performance against pre-established financial performance goals are reported in the Non-Equity Incentive Plan Compensation column.
Amounts reported for fiscal 2025 represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of performance share awards granted for the fiscal 2025 to fiscal 2027 performance period assuming target levels of performance for all NEOs and also restricted stock unit awards, in the case of Messrs. Funk, Moeller and Janey. The table below sets forth grant date fair value of performance share awards for the fiscal 2025 to fiscal 2027 performance period assuming maximum levels of performance, which value is calculated using the number of shares reflected in the Maximum column of the Estimated Future Payouts Under Equity Incentive Plan Awards section of the Grants of Plan-Based Awards for Fiscal 2025 table and the closing price of our common stock on December 23, 2024, the grant date, of $80.21.
| Name | Grant Date Fair Value atMaximum Levels of Performance($) |
|---|---|
| Mr. Olson | 6,601,284 |
| Ms. Drake | 1,678,314 |
| Mr. Funk | 1,118,770 |
| Mr. Moeller | 1,006,956 |
| Mr. Janey | 1,006,956 |
- Amounts reported represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of option awards granted each fiscal year. The table below sets forth the specific assumptions used in the valuation of the option awards.
| Grant Date | Risk FreeRate | ExpectedLife | ExpectedVolatility | ExpectedDividend Yield | Per ShareBlack-ScholesValue |
|---|---|---|---|---|---|
| 12/23/2024 | 4.51% | 6.8 years | 27.67% | 1.41% | $26.18 |
| 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 |
Amounts reported represent annual cash incentive awards earned for each fiscal year, but paid during the following fiscal year or deferred. Annual cash incentive awards are calculated and paid based on performance against financial performance goals.
Amounts for fiscal 2025 are set forth below under All Other Compensation for Fiscal 2025.
Messrs. Funk and Moeller became NEOs in fiscal 2025; therefore, their information is provided for fiscal 2025 only. Mr. Janey was an NEO in fiscal 2025 and fiscal 2023; therefore, his information is provided for all three fiscal years.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.