UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A​

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Oshkosh Corporation

(Name of Registrant as Specified In Its Charter)​

 

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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March 27, 2025

Dear Fellow Oshkosh Corporation
Shareholder

Oshkosh continued to deliver strong performance in 2024, using our “Innovate. Serve. Advance.” strategy as our guide. Strong demand and operational improvements enabled us to deliver record revenue of  $10.7 billion and diluted earnings per share of $10.35, representing increases of 11% and 14%, respectively, compared to 2023.

Oshkosh’s commitment to our purpose — to make a difference in the lives of those who build, serve and protect communities across the globe — drives the Company’s success. We have leveraged our core capabilities in electrification to introduce first-of-their-kind products across the enterprise that deliver added value for our customers. Our new, all-electric, fully integrated McNeilus® Volterra ZSL™ refuse and recycling vehicle and our Next Generation Delivery Vehicle (NGDV) for the U.S. Postal Service are the latest examples of supporting sustainability initiatives of our customers while improving functionality for drivers and operators. We developed autonomous tactical vehicles for our military customers and leverage that capability now for commercial applications, where active safety and automation are critical to safe and efficient operation. We are also introducing our ClearSky Smart Fleet™ connected telematics platform across our product suite and continue to add features that enhance our customers’ experience with our products. We believe this focused pursuit of innovation has positioned us to deliver strong shareholder value in 2025 and beyond.

We have diversified our business into new markets and adjacent product lines over the past several years, reducing cyclicality and advancing our position as a leader in specialty equipment for the world’s toughest jobs. In the first full year under our ownership, AeroTech had record sales in 2024. With the recent acquisitions of Hinowa and AUSA, we have a stronger foothold in the European agriculture, material handling, construction, landscaping and specialty equipment markets and can leverage these companies’ broader product offerings in other geographies we serve. The Company has continued investing in growth through capital expenditures, including production capabilities at our facilities in Tennessee and South Carolina, and increased our research and development spend to position the Company for long-term value creation.

In 2024, Oshkosh was honored to be named one of the Ethisphere Institute’s World’s Most Ethical Companies for the ninth consecutive time. We were also named to the Dow Jones Sustainability World Index for the sixth consecutive year and selected as one of Fast Company’s 2024 World’s Most Innovative Companies; we are proud to receive numerous other accolades recognizing our long-term commitment to our People First culture, sustainability and market-leading technology.

Finally, after over a decade as a board member and consistent with the Company’s retirement age by-laws, I will not be standing for re-election to the Board. We have robust succession planning efforts, and I have tremendous confidence in this talented Board that will continue to support Oshkosh Corporation as it executes its strategy into the future.

On behalf of the Board and our approximately 18,500 Oshkosh Corporation team members, thank you for your continued support of Oshkosh Corporation. It has been an honor to serve the Company.

Sincerely,

 

OSHKOSH CORPORATION | 2025 PROXY STATEMENT

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Electronic delivery of proxy materials

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HELP US HELP THE ENVIRONMENT

We encourage all shareholders to voluntarily elect to receive all proxy materials electronically. This helps reduce the paper mailed to you and supports our goal of minimizing our environmental footprint.

OUR ENVIRONMENTAL IMPACT

In 2024, we had 35,447 investors enrolled in the e-delivery program. Electronic delivery is efficient, cost effective and the response rate is better than the receipt of full set and notice only. Our promotion of this method of delivery has resulted in a 13.25% increase in enrollment. Below are statistics that are representative of our efforts:

Environmental impact estimates are calculated using the Environmental Paper Network Paper Calculator.
For more information, visit www.papercalculator.org.

 

 

OSHKOSH CORPORATION | 2025 PROXY STATEMENT

 

Table of Contents

 

OSHKOSH CORPORATION | 2025 PROXY STATEMENT

 

 

OSHKOSH CORPORATION | 2025 PROXY STATEMENT

Proxy Statement Summary

To assist you in reviewing the proposals to be considered at the Annual Meeting, we call your attention to the following summary, which includes information about our 2024 financial performance. For more complete information, please review our 2024 Annual Report on Form 10-K and this entire Proxy Statement.

We mailed our Notice of Internet Availability of Proxy Materials and we are making available this Proxy Statement on March 27, 2025, to all Oshkosh shareholders of record as of the close of business on February 28, 2025, the record date for voting at the Annual Meeting.

Voting matters and recommendations

The following proposals are scheduled to be presented at the upcoming 2025 Annual Shareholders’ Meeting:

OSHKOSH STRENGTHS, STRATEGY AND 2024 HIGHLIGHTS

Oshkosh Corporation (Oshkosh or Company) is a global industrial technology company specializing in the design, development and manufacture of purpose-built vehicles and equipment. Our products enhance safety, maximize productivity, reduce total cost of ownership and simplify fleet management for professionals performing some of the world’s most demanding jobs. Driven by our purpose of making a difference in people’s lives, we leverage our strengths to support long-term growth in revenue, operating income and return on invested capital (ROIC). We believe our key strengths include:

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Market Leadership: We hold leading positions across our product and service categories.

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Strong Market Dynamics: Favorable industry trends are driving demand, with elevated backlogs in several businesses providing good visibility.

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Growth Opportunities: We pursue both organic and inorganic growth, including through strategic mergers and acquisitions (M&A).

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Disciplined Capital Allocation: Our financial strategy is designed to maximize shareholder value.

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Oshkosh delivered strong performance in 2024, reflecting the impact of strategic actions taken in recent years to enhance resilience and operational success. We believe we are well-positioned for long-term growth, supported by favorable market dynamics, backlog that provides visibility, and continued investments in industry-leading technology. The launch of new products, including the U.S. Postal Service’s Next Generation Delivery Vehicle (NGDV), along with strategic acquisitions such as Spanish equipment manufacturer AUSA in 2024, further strengthens our outlook.

In 2024, Oshkosh generated $10.7 billion in revenue, an 11.1% increase versus 2023, and achieved $1.01 billion in operating income, representing a 20.7% year over year increase. These strong results translated into diluted earnings per share of  $10.35. The charts below illustrate our revenue, operating income, and earnings per share performance over the past three years. We

 

Proxy Statement Summary

maintain a positive long-term outlook, supported by market fundamentals that we believe are strong, visibility that our backlogs provide and an expanding portfolio of innovative products.

We returned $236 million of cash to shareholders through a combination of dividends and share repurchases, including cash dividends totaling $120 million.

We announced an 11% increase in our quarterly dividend rate from $0.46 to $0.51 per share on January 30, 2025, which marks our eleventh straight year of double-digit percentage increases in the Company’s dividend rate and reflects the confidence we have in our business model and our longer-term outlook.

Highlights for 2024 Include:

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Reported record consolidated revenue of  $10.7 billion; and diluted earnings per share of  $10.35 driven by record segment revenues of  $5.2 billion in Access and $3.3 billion in Vocational.

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Secured strong orders that we believe drive good visibility into 2025 with year-end backlog of  $14.7 billion.

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Expanded our European presence with the acquisition of AUSA, a leading Spanish manufacturer of wheeled dumpers, rough terrain forklifts and telehandlers for the construction, material handling, agriculture, landscape and specialty equipment industries.

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Began low-rate production of the Next Generation Delivery Vehicle (NGDV) at our state-of-the-art facility in Spartanburg, South Carolina. These advanced delivery vehicles are supporting an extensive fleet update for the U.S. Postal Service.

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Began low-rate production of our revolutionary all-electric McNeilus® Volterra ZSL™ refuse and recycling collection vehicles at our new facility in Murfreesboro, Tennessee.

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Strengthened our operating resilience by investing in key manufacturing processes and increased capacity to serve vibrant end markets in several key businesses.

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Continued to ramp up the global launch of ClearSky Smart Fleet™, the industry’s first true, two-way fleet management and communication platform. We now have more than 100,000 connected assets out in the field, which is one of the largest connected fleets in the world.

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Added Matthew Field as the Executive Vice President and Chief Financial Officer. Former Chief Financial Officer Michael Pack transitioned to Executive Vice President and President, Vocational Segment.

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Continued our strong record of board refreshment by attracting talented directors who bring valuable and diverse experiences and perspectives, including the recent additions of Annette Clayton and William Burns.

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Continued to invest in technology focus areas including electrification, autonomy and active safety, intelligent and connected products, advanced analytics and digital manufacturing.

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Named to the Dow Jones Sustainability World Index for the sixth consecutive year.

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Proxy Statement Summary

HUMAN CAPITAL MANAGEMENT AND SUSTAINABILITY

Oshkosh fosters a People First culture, and we invest in programs to enable the engagement, safety, wellbeing and development of our team members.

Workforce Demographics. As of December 31, 2024, Oshkosh had approximately 18,500 team members, approximately 11,800 of whom were production team members. Approximately 2,900 of these team members were located outside the United States.

Our People First Culture. We believe in putting people first, which means caring for our team members, customers and communities, and building a company that understands that prioritizing people will enable us to deliver our strategy of  “Innovate. Serve. Advance.” Our strategy is grounded in our purpose — making a difference in people’s lives.

Communication and Engagement. We believe that an engaging culture enhances the perspectives and innovation that are critical to our strategy. Engaging, connecting with and developing team members is a central focus of our People First culture. We communicate regularly through town halls, newsletters and team-building events. We employ a continuous listening strategy through our engagement survey platform and methodology, which allows us to collect feedback on a bi-monthly basis for our professional workforce and annually for our production workforce. This has allowed us to respond dynamically to our team member feedback and make improvements. Our passion for serving our community continued with our Oshkosh team donating over 22,300 volunteer hours to local charities.

In 2024, the Company was named one of the World’s Most Ethical Companies by Ethisphere for the ninth consecutive year.

Workplace Safety, Health and Wellbeing. At Oshkosh, we are deeply committed to the safety, security, health and wellbeing of our team members. We offer a comprehensive benefits package which includes several programs to ensure that our team members and their families have opportunities to enhance their wellbeing, including incentives to engage in preventative care services. The Company prioritizes safe working conditions through enhanced hazard identification and risk mitigation practices to proactively reduce occupational injuries. In 2024, we reduced our recordable incident rate by more than 4% as compared to 2023. Building on this momentum, we are implementing targeted risk reduction initiatives for our leading injury causes to sustain and accelerate this trend. Together, we remain focused on creating a safer, healthier and more secure workplace for everyone.

Growth and Development. Our ability to attract, develop and retain world-class talent is critical to our business strategy. In 2024, we hosted multiple programs of Lens of Leadership, our signature in-person development program for team members at the director level and above. We also continued to host a series of leadership development events and expanded virtual learning opportunities to all managers on topics of leadership, fostering engagement and cultivating innovation and performance. The 2024 expansion of our enterprise Learning Management System led to a significant increase in the number of learning hours completed by our global team members. Across the Company, our team members logged over 253,000 learning hours in 2024.

Sustainability. We are proud to be a leader in sustainable business practices. We were recently named to the Dow Jones Sustainability World Index for the sixth consecutive year. We have received numerous awards and recognition for being a leader in sustainability and encourage you to read more about our commitment to responsible business practices in our Oshkosh Corporation Sustainability Report. We are not including the information contained in that report as a part of, or incorporating it by reference into, this Proxy Statement.

 

Proxy Statement Summary

SHAREHOLDER ENGAGEMENT

We are proud of our frequent and active shareholder engagement. In 2024, we continued our investor outreach throughout the year by participating in numerous investor conferences and investor meetings. A summary of in-person and virtual outreach in 2024 is listed below:

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participated in 14 investor conferences

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hosted five investor visits to Oshkosh facilities

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participated in six non-deal roadshows: five in the United States and one in Europe

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held discussions with investors at tradeshows and other events

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completed an investor perception study consisting of in-depth interviews of more than 25 current and prospective shareholders

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conducted more than 360 total company discussions with shareholders and prospective shareholders

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Our team uses a purposeful and deliberate approach to build better lines of communication between investors and management.

As we continue our efforts to build and strengthen our relationships with the investment community, we encourage you to contact us via any of the methods below:

 

Proxy Statement Summary

Forward-Looking Statements

This Proxy Statement contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Proxy Statement, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, are forward-looking statements. When used in this Proxy Statement, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project,” “confident” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the cyclical nature of the Company’s access equipment, fire apparatus, refuse and recycling collection and air transportation equipment markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the Company’s estimates of access equipment demand which, among other factors, is influenced by historical customer buying patterns and rental company fleet replacement strategies; the impact of orders and costs on the U.S. Postal Service contract; risks that a trade war and related tariffs could reduce the competitiveness of the Company’s products; the Company’s ability to increase prices to raise margins or to offset higher input costs; the Company’s ability to accurately predict future input costs associated with Defense contracts; the Company’s ability to attract and retain production labor in a timely manner; the Company’s ability to realize the anticipated benefits associated with the AeroTech acquisition; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; the Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; budget uncertainty for the U.S. federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms and the potential for shutdowns; the impact of any U.S. Department of Defense solicitation for competition for future contracts to produce military vehicles; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act; the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to data security threats and breaches impacting the Company; the Company’s ability to successfully identify, complete and integrate other acquisitions and to realize the anticipated benefits associated with the same; and risks related to the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning these, and other factors is contained in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K filed on February 20, 2025. The Company assumes no obligation, and disclaims any obligation, to update information contained in this document Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

 

Proposal 1

ELECTION OF DIRECTORS

Background to Board’s Recommendation for Director Nominees

Board composition, refreshment and diversity are priorities for our shareholders as well as for our Board. Our Board seeks to provide orderly refreshment while sustaining strong board composition and diversity. We define diversity broadly. In considering diversity (in all aspects of that term), our Board takes into account various factors and perspectives, including differences of viewpoint, professional experience, education, skill and other demographics. Our Board continues to review both its size and its composition to attract outstanding candidates while retaining the balance of skills and attributes needed to oversee our company’s complex, global operations.

The Board currently consists of 11 directors. Our Board has long been committed to effective succession planning which is key to the orderly refreshment of the Board. Stephen D. Newlin, a current director and Chair of the Board, having turned 72 years of age, is not standing for re-election in accordance with our Corporate Governance Guidelines relative to director retirement age. Since his election to the Board in 2013, our Company has benefited from Mr. Newlin’s leadership, experience and expertise. During 2024, in anticipation of Mr. Newlin not standing for re-election, our Board elected William J. Burns as an independent director. Further on February 18, 2025, the Board voted to decrease the size of the Board to ten directors effective at the close of the Annual Meeting.

Attributes, Qualifications and Experience of Nominees for Board of Directors

Our Board, upon the recommendation of the Governance Committee, defines the personal and professional qualifications that Board nominees must demonstrate. These criteria are described in the Corporate Governance Guidelines under the “Governance” tab located on our Investors website, www.investors.oshkoshcorp.com, and on pages 19 to 21 of this Proxy Statement. We are not including the information contained on our website as part of, or incorporating it by reference into, this Proxy Statement.

Our Board elected William J. Burns to the Board on July 23, 2024. Mr. Burns is the Chief Executive Officer of Zebra Technologies Corporation, a provider of enterprise asset intelligence solutions, helping businesses grow through asset visibility, connected frontline workers and intelligent automation. Mr. Burns joined Zebra in 2015 and has held positions of increasing responsibility, including Chief Product and Solutions Officer and Senior Vice President of Enterprise Visibility and Mobility. Prior to joining Zebra, Mr. Burns was the Chief Executive Officer for Embrane, Inc., a Silicon Valley based venture capital-backed privately held startup, and Spirent Communications plc, a global leader in hardware, software and cloud-based test and measurement solutions. He brings to our Board significant experience and thought leadership in innovation, sales, technology, executive leadership, cybersecurity and global business operations.

Egon Zehnder, the third-party executive search firm that we retained to assist us in the search for director candidates, recommended Mr. Burns to the Governance Committee as a well-qualified and credentialed candidate to serve on our Board following a national search. The Governance Committee recommended Mr. Burns for election to the Board on July 23, 2024, following its review of his qualifications in light of the criteria in our Corporate Governance Guidelines.

 

Proposal 1   |    ELECTION OF DIRECTORS

In addition to the brief biographies of each of our Board’s nominees presented on pages 10 to 15, below is a summary of the nominees’ attributes, qualifications and experience and knowledge that led our Board of Directors to conclude that each nominee should continue to serve as a director. If for some reason a nominee is unable to serve, the individuals named as proxies may vote for a substitute nominee recommended by the Board, and unless you indicate otherwise when voting, your shares will be voted in favor of our remaining nominees.

OVERVIEW OF OUR BOARD NOMINEES

QUALIFICATIONS, ATTRIBUTES AND SKILLS OF NOMINEES

In considering Board nominees, the Governance Committee considers an individual’s background and personal and professional experiences, in addition to general qualifications. Nominees are evaluated in the context of the Board as a whole, with a focus on achieving an appropriate mix of skills needed to lead the Company at the Board level. The Governance Committee regularly assesses and communicates with the Board about current and potential future skills and backgrounds to ensure the Board maintains an appropriate mix. These skills, their importance to Oshkosh and the nominees who exhibit these skills are reflected in the tables below.

 

Proposal 1   |    ELECTION OF DIRECTORS

    Denotes public company CEO experience​

    Denotes public company CFO experience​

 

Proposal 1   |    ELECTION OF DIRECTORS

CURRENT COMMITTEE MEMBERSHIPS

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(1)

Mr. Stephen D. Newlin, having attained the age of 72 years, is not standing for re-election to the Board. As part of the Board’s annual process of choosing the Chair of the Board, including succession planning for the Chair position, the Board chose to appoint Mr. Keith J. Allman to serve as Chair of the Board effective after the close of the Annual Meeting, if he is re-elected as a director.

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Proposal 1   |    ELECTION OF DIRECTORS

 

Proposal 1   |    ELECTION OF DIRECTORS

 

Proposal 1   |    ELECTION OF DIRECTORS

 

Proposal 1   |    ELECTION OF DIRECTORS

 

Proposal 1   |    ELECTION OF DIRECTORS

 

Proposal 1   |    ELECTION OF DIRECTORS

 

Proposal 1   |    ELECTION OF DIRECTORS

Board Recommendation

The Board recommends that shareholders vote FOR the election of the ten nominees identified above. The Board’s recommendation is based on carefully considered judgment that the skills, professional experience, education, backgrounds and attributes of the nominees make them the best candidates to serve on our Board.

 

Director Compensation

The table below summarizes the compensation paid to or earned by our non-employee directors during 2024.

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(1)

Mr. Pfeifer did not receive additional compensation for service on our Board of Directors. The compensation Mr. Pfeifer received as our Chief Executive Officer during and for 2024 is shown in the Summary Compensation Table on page 49.

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(2)

As SEC rules require, amounts in this column are based on the aggregate grant date fair value of awards to our directors under our 2024 Incentive Stock and Awards Plan. The amounts shown are not actual cash amounts paid to the directors or amounts the directors realized or will realize because of these awards. We computed the aggregate grant date fair value of these awards in accordance with FASB ASC Topic 718, based on the market price of the shares awarded on the date of grant. This amount includes the value of dividends that the holder of shares is entitled to receive.

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(3)

As of December 31, 2024, no current non-employee director held any stock options.

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(4)

The amounts in this column represent above-market interest on non-qualified deferred compensation computed on a quarter-by-quarter basis. The above-market interest rate is the percentage amount by which the interest rate earned on deferred compensation in 2024 exceeded 120% of the applicable federal long-term interest rate, with compounding, at the time the interest rate was set. The annual interest rate earned on deferred compensation for the first through third quarters of 2024 was 9.50% and for the fourth quarter was 9.00%. For the first through fourth quarters of 2024, 120% of the applicable long-term interest rate was 5.19%, 5.64%, 5.15%, and 5.34%, respectively.

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(5)

Mr. Burns was elected to the Board effective July 23, 2024.

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Ms. Clayton was elected to the Board effective May 7, 2024.

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(7)

Mr. Shiely resigned from the Board effective March 25, 2024.

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In 2024, each non-employee director was entitled to receive an annual retainer of  $107,500. The Chair of the Board is entitled to receive an additional retainer of  $170,000 in recognition of this position. Directors receive a fee of  $13,500 per year for each committee on which they serve. The Chairs of the Governance Committee and the Human Resources Committee each receive an additional annual retainer of  $15,000, and the Chair of the Audit Committee receives an additional annual retainer of  $20,000. We also reimburse directors for reasonable travel and related expenses they incur attending Board and Board committee meetings and continuing education programs.

 

Director Compensation

Stock Awards

We generally grant shares of stock to our non-employee directors at the meeting of our Board held on the date of our Annual Meeting of Shareholders or at the time a director joins our Board. Effective on election at our 2024 Annual Meeting, we granted to each of our then non-employee directors 1,460 shares of our common stock under the Oshkosh Corporation 2024 Incentive Stock and Awards Plan. We granted 1,266 shares to Mr. Burns upon his appointment to the Board effective July 23, 2024. The Human Resources Committee retained the services of Mercer US LLC (Mercer), an external compensation consultant, to advise regarding compensation of outside directors, and the amount of the stock awards was approximately at the 50th percentile of data that Mercer provided relating to non-employee director compensation.

Deferred Compensation Plan

Non-employee directors may elect to participate in our Deferred Compensation Plan for Directors and Executive Officers. This plan permits individual directors to defer any or all of their compensation from the Company, including their stock awards. A director who defers fees may elect to have deferred amounts credited to a fixed-income investment account or a stock account. Deferrals of stock awards must be credited to a stock account. Deferrals credited to a fixed-income investment account earn interest at the prime rate as published in The Wall Street Journal on the last business day of the immediately preceding quarter, plus 1%. Deferrals credited to a stock account are treated as though invested in our common stock. Any dividends earned on our common stock are reinvested in each director’s stock account. Payments from the Deferred Compensation Plan may be made in a lump sum or in annual installments for up to 10 years at the election of the director.

Payments generally commence when a director ceases to be a member of our Board. In the event of a change in control of our Company, as defined in the Deferred Compensation Plan, we will pay out the deferred compensation plan accounts of all directors in a single lump-sum cash payment.

Stock Ownership Guidelines for Directors

The Human Resources Committee has adopted stock ownership guidelines for non-employee directors to ensure they have a direct stake in the success of our Company. Under these guidelines, non-employee directors are encouraged to acquire and own our common stock in an amount equal to five times their respective annual cash retainers. Non-employee directors should achieve this stock ownership level within five years of becoming a director.

As of February 28, 2025, all independent directors have met the requisite stock ownership levels or are within five years of their initial election as a director. Mr. Pfeifer is subject to the stock ownership guidelines that apply to our executive officers.

Our Company has a policy that prohibits directors, officers, and all other employees from entering certain transactions for their individual accounts, including hedging or pledging our common stock. Without limitation, the prohibition on hedging includes any financial instruments or other transactions that hedge or offset, or are designed to hedge or offset, any position relating to company securities, including prepaid variable forward contracts, equity swaps, collars, puts, calls and other derivative instruments and exchange funds.

 

Governance of the Company

Board of Directors Independence

Except for our President and Chief Executive Officer, Mr. Pfeifer, all of the nominees for election to our Board are independent. The Board has determined that no non-employee director nominee has a material relationship with our Company and that all are independent under NYSE listing standards. Further, no director or executive officer has any family relationship with any other director or executive officer.

Meetings of the Board of Directors

The Board of Directors held five meetings during 2024, and committees of the Board held a total of 16 meetings. With the exception of Mr. John Shiely, who resigned from the Board effective March 25, 2024, each director attended 100% of the meetings of the Board and committees on which he or she served during 2024.

The Board expects directors to attend the Annual Meeting of Shareholders. All our directors who were then on the Board attended our 2024 virtual Annual Meeting, and we anticipate that all director nominees will attend the virtual Annual Meeting in 2025.

Our independent, non-employee directors met in executive session, without the presence of our officers, on five occasions during 2024. The independent Chair of the Board presided over all executive session meetings of the non-employee directors.

Shareholder Engagement and Say-on-Pay

Our shareholders are key participants in the governance of our Company. For this reason, we spend time meeting with our shareholders, listening to their concerns and responding to their feedback. During 2024, members of the management team met with shareholders and potential shareholders on many occasions. Our management also proactively reached out to shareholders following each of our four quarterly earnings releases. During these candid meetings, we discussed our Company’s performance and strategy and received shareholder feedback on a variety of topics.

We know that executive compensation is an important subject for shareholders. The Board is particularly pleased that, at our 2024 Annual Meeting, 95.5% of the votes cast were in favor of the advisory proposal to approve the compensation of our named executive officers (NEOs).

Majority Voting for Director Elections

Directors are elected through plurality voting, which means that the ten nominees who receive the most votes of all votes cast will be elected. However, in the absence of a contested election, any nominee for director who receives a greater number of votes “withheld” from their election than votes “for” such election must promptly tender a resignation to the Chair of the Board. The Governance Committee (or, under certain circumstances, another committee appointed by the Board) will promptly consider the matter and will recommend to the Board whether to accept or reject the tendered resignation based on all relevant factors.

The Board must act on that recommendation no later than 90 days after the annual meeting of shareholders at which the election took place. The Board’s decision, including a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation, will be disclosed in a Current Report on Form 8-K filed with the SEC.

Proxy Access

Our By-laws include a proxy access provision stating that shareholders who meet the requirements set forth in our By-laws may under certain circumstances include a specified number of director nominees in our proxy materials. Under the provision, any shareholder or group of up to 20 shareholders that beneficially owns at least 3% of our outstanding common stock continuously for three years is permitted to nominate candidates for election to the Board and to require the Company to list such nominees along with the Board’s nominees in the Company’s proxy statement. For purposes of this limitation, a group of funds under

 

Governance of the Company

common management and investment control is treated as one shareholder. The qualifying shareholder or group of shareholders may nominate up to 20% of the Board, rounding down to the nearest whole number of Board seats, but not less than two.

Communicating with the Board of Directors

We encourage you to share your opinions, interests, concerns and suggestions. If you would like to communicate with the Chair or with the Board as a whole, you may send correspondence to the Corporate Secretary, Oshkosh Corporation, 1917 Four Wheel Drive, Oshkosh, Wisconsin 54902. Your correspondence will be forwarded to the Board or the appropriate committee, as applicable.

Shareholder Right to Call a Special Meeting

Under Wisconsin law and our By-laws, shareholders holding 10% of our outstanding shares have the right to call a special meeting of our shareholders. As to this right, there are no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10% threshold and no limits on when a meeting can be called. Our By-laws include some procedural requirements relating to the exercise of this right.

Committees of the Board of Directors

Our Board of Directors has three standing committees: the Audit Committee, the Governance Committee and the Human Resources Committee. The members and responsibilities of these committees as of the date of the Notice of Annual Meeting of Shareholders are set forth below. The Board has determined that each member of each committee is an independent director as defined under NYSE listing standards and SEC rules, including rules specifically pertaining to members of audit committees and compensation committees.

Audit Committee

The Audit Committee met eight times during 2024.

The Audit Committee has a charter that specifies its responsibilities, and the Audit Committee believes it fulfills that charter. All members of the Audit Committee are independent directors and financially literate under the applicable NYSE listing standards, and the Board has determined that each of William J. Burns, Tyrone M. Jordan, Stephen D. Newlin, Duncan J. Palmer and Sandra E. Rowland is an “audit committee financial expert” as defined under SEC rules.

Our independent registered public accounting firm and internal auditor met with the Audit Committee with and without representatives of management present.

 

Governance of the Company

Governance Committee

The Governance Committee met four times during 2024.

Selection of Nominees for Election to the Board and Consideration of Shareholder-Recommended Candidates

The Governance Committee will consider candidates for nomination as a director recommended by shareholders, directors, officers, third-party search firms, and other sources and reviews all candidates in the same manner, regardless of the source of the recommendation. In evaluating candidates, the Governance Committee considers the needs of the Board and attributes of the individual candidates, including character, judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. The Board and the Governance Committee believe director candidates should possess the following minimum qualifications:

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The highest personal and professional ethics, integrity and values;

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The ability to make independent analytical inquiries and to exercise sound business judgment;

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Relevant expertise and experience and an understanding of our business environment, together with the ability to offer advice and guidance to the Board and executives based on that expertise, experience and understanding;

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Background as chief or other senior executive officer of a public company or leader of a major complex organization, including commercial, scientific, government, military, and educational and other non-profit institutions;

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Independence from any particular constituency, ability to represent all shareholders of our Company, and a commitment to enhancing long-term shareholder value; and

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Sufficient time available to devote to activities of the Board and to enhance their knowledge of our business.

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Unless otherwise determined by the Governance Committee, director nominees must be younger than 72. In addition, the Board and the Governance Committee believe at least one director should have the requisite experience and expertise to be designated an “audit committee financial expert” as defined by applicable SEC rules.

Any shareholder who wishes to recommend a director candidate must provide written notice to the attention of our Corporate Secretary at the address shown on page 4. Such notice must include the shareholder’s name and address; the class and number of shares of common stock owned; the name, age, business address, and principal occupation of the candidate; and the number of shares of common stock owned by the candidate, if any. The notice also must include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws. We may require any candidate to furnish additional information, within reason, to determine the candidate’s eligibility. A shareholder wishing to nominate a candidate for election as a director also must comply with the provisions of our By-laws described under “Additional Information Regarding the Annual Meeting  —  Shareholders intending to present business at the 2026 Annual Meeting”.

Diversity on the Board

Our Corporate Governance Guidelines have long provided that our Board is committed to a diversified membership. Our Board defines diversity broadly. We look for diversity of personal attributes of the individual directors as well as their diverse careers, areas of expertise and tenure on the Board. In considering diversity of the Board (in all aspects of that term), the Governance Committee takes into account various factors and perspectives, including differences of viewpoint, professional experience,

 

Governance of the Company

education, skills and other demographics. As part of its process of identifying potential nominees, the Governance Committee considers the attributes of existing directors and directs the third-party executive search firm that assists in identifying candidates to search for individuals who would contribute to the diversity of the Board. As part of its annual self-evaluation, the Governance Committee assesses the effectiveness of its efforts to attain diversity by considering whether it has an appropriate process for identifying and selecting director candidates.

Human Resources Committee

The Human Resources Committee met four times in 2024.

The Human Resources Committee retained the services of an external independent compensation consultant, Mercer, a business of Marsh & McLennan Companies, Inc. (MMC), to provide technical guidance regarding executive and director compensation matters. In 2024, the Company paid $160,800 in fees to Mercer for executive and director compensation consulting services which included:

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Analysis of peer company disclosures as well as general industry compensation data using Mercer’s US Executive Remuneration Database and updates of trends in executive compensation;

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Ongoing support regarding the latest relevant regulatory, technical and accounting considerations affecting executive compensation and benefit programs;

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Guidance on overall compensation program structure, executive compensation levels, comparator groups and executive employment agreements;

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Preparation for and attendance at selected management, committee and Board of Directors meetings; and

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Evaluation of competitive positioning of outside director compensation.

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The Human Resources Committee has sole authority to engage and terminate its external compensation consultant or any other compensation adviser; meet with its external compensation consultant without management being present; and evaluate the quality and objectivity of the services of its external compensation consultant annually. In addition, pursuant to SEC rules and NYSE listing standards regarding the independence of compensation committee advisers, the Human Resources Committee has the responsibility to consider the independence of its external compensation consultant.

The Company separately engaged Mercer in the ordinary course of business to provide services in areas other than executive and director compensation. The services, which are described below, were unrelated to services that Mercer provided to the Committee, and the employees who rendered the services were different persons than those serving as consultants to the Committee. These additional services included:

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Consulting services regarding investment options available under the United Kingdom employee pension plan;

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Actuarial analysis, valuation and trustee services for the United Kingdom pension plan;

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Providing benchmarking surveys for information on compensation and benefits for our employees generally; and

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Supporting configuration of one of the Company’s global information technology platforms.

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During 2024, the Company paid Mercer $470,929 for these additional services. United Kingdom pension services are paid in British pounds and have been converted to U.S. dollars using an average exchange rate of 1.28 U.S. dollars per British pound.

The Human Resources Committee considered the independence of Mercer’s individual representatives who serve as consultants to the Committee and concluded Mercer is independent and that Mercer’s performance of the unrelated services raises no

 

Governance of the Company

conflict of interest. The consolidated revenues of MMC were $24.5 billion in 2024, as reported by MMC in its Annual Report on Form 10-K. We provide additional information regarding the Human Resources Committee and our policies and procedures regarding executive compensation below under “Compensation Discussion and Analysis”.

Board, Committee and Director Evaluations

The Board believes it has robust evaluation processes for the Board, its three committees, individual directors and the Chair of the Board. In particular:

Corporate Governance Documents

We make the following governance-related documents available on the Corporate Governance page under the “Governance” tab in the Investor Relations section of our website, www.investors.oshkoshcorp.com:

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Our Corporate Governance Guidelines

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The written charters of the Audit Committee, the Governance Committee and the Human Resources Committee of our Board of Directors

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The Oshkosh Corporation Code of Ethics Applicable to Directors and Senior Executives, which applies to all officers at the vice president level or higher

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The Corporate Code of Ethics and Standards of Conduct, known as “The Oshkosh Way”, which applies to all our employees

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Each document also is available in print to any shareholder who requests it in writing from our Corporate Secretary.

 

Governance of the Company

Policies and Procedures Regarding Related Person Transactions

Our Board of Directors adopted the Oshkosh Way for all employees. Our directors and named executive officers are also required to acknowledge in writing that they have received, reviewed and understand the requirements of the Code of Ethics and further acknowledge that failure to fully comply with the Code of Ethics can subject them to discipline, up to and including removal from our Board of Directors or termination of employment.

The Oshkosh Corporation Code of Ethics requires the prompt disclosure to our Chief Ethics and Compliance Officer, Chief Legal Officer or the Chair of the Audit Committee of any proposed transaction or relationship that could create or appear to create a conflict of interest. Upon their review, recommended action can range from concluding that there is no conflict to review with the Board of Directors. Under the Code of Ethics, the phrase “conflict of interest” is broadly construed to include direct conflicts, indirect conflicts, potential conflicts, apparent conflicts, and any other personal, business or professional relationship or dealing that has a reasonable possibility of creating even the mere appearance of impropriety. The Code of Ethics also prohibits directors and senior executives from taking personal advantage of business opportunities that we typically would pursue or in which we may be interested. There is a firm bias against waivers of these restrictions.

 

Governance of the Company

Oversight of Risk Management by the Board of Directors

Our Organization Risk Management (ORM) Program plays a critical part in how we manage risks. The Program identifies potential exposure to current, emerging and potential risks, including economic conditions, disruptive technology, competitive threats, cybersecurity, human capital management, supply chain, climate change and change management. The Program is designed to: (i) provide an assessment of our potential exposure to material risks; (ii) inform as to how senior management addresses and mitigates potential material risks; and (iii) allow an evaluation as to how these risks may affect performance, operations and strategic plans and help ensure that senior management is implementing effective mitigation strategies as necessary. The Board and each of its committees have some role in risk oversight as follows:

 

Governance of the Company

Independent Chair of the Board

Under our By-laws and Corporate Governance Guidelines, our Chair of the Board must be a director who the Board has determined is independent in accordance with the listing standards of the NYSE and cannot have previously served as an executive officer of our Company. As a result, separate individuals serve as Chair of the Board and Chief Executive Officer. We believe this leadership structure fosters effective governance and oversight of our Company by: (i) providing the independent directors with control over the Board meeting agenda and discussion; (ii) assuring that independent directors control discussions about strategic alternatives; (iii) enabling an effective assessment of the Chief Executive Officer’s performance; (iv) providing an effective means for the Board to express its views on management, strategy and execution; and (v) positioning the Chair to obtain direct and meaningful feedback from shareholders.

 

Proposal 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR FOR 2025

The Audit Committee has appointed Deloitte & Touche LLP, an independent registered public accounting firm, to serve as our independent auditor for 2025.

Representatives of Deloitte & Touche LLP will attend the virtual Annual Meeting and will be available to respond to questions. They will have the opportunity to make a statement if they desire to do so.

We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent auditor. Although ratification is not required by our By-laws or otherwise, our Board is submitting the appointment of Deloitte & Touche LLP to our shareholders for ratification because we value our shareholders’ views on our independent auditor as a matter of good corporate practice. If our shareholders fail to ratify the appointment, the Audit Committee will view the vote as a direction to consider the appointment of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of our Company and our shareholders.

Audit and Non-Audit Fees

The following table presents fees for professional services rendered by Deloitte & Touche LLP for the audit of our annual consolidated financial statements for 2024 and 2023 and fees billed for other services rendered by Deloitte & Touche LLP during those periods.

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(1)

Audit fees consisted principally of fees for the audit of our annual consolidated financial statements, for reviews of the interim condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q, and for work in connection with the attestations required by Section 404 of the Sarbanes-Oxley Act of 2002 related to our internal control over financial reporting and statutory audits required internationally.

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(2)

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements or internal control over financial reporting and are not reported under “Audit fees.”

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(3)

Tax fees in 2024 consisted of fees billed for the preparation of an income tax return in New Zealand. Tax fees in 2023 consisted of fees billed for the preparation of an income tax return in New Zealand and South Africa.

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Proposal 2   |    RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR FOR 2025

Pre-approval of Services by the Independent Registered Public Accounting Firm

The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services to be provided by our independent registered public accounting firm. The Audit Committee will consider annually and, if appropriate, approve the provision of audit services by our independent registered public accounting firm and consider and, if appropriate, pre-approve the provision of certain defined audit and non-audit services. The Audit Committee will also consider on a case-by-case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved.

Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee Chair or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at the Audit Committee’s next regular meeting. The Audit Committee will regularly review summary reports detailing all services that our independent registered public accounting firm is providing to us.

Report of the Audit Committee

The Audit Committee of our Board of Directors is responsible for providing independent, objective oversight of our financial reporting and disclosure responsibilities, accounting functions and internal controls. The functions of the Audit Committee are described in greater detail in the Audit Committee’s written charter adopted by our Board of Directors. Each member of the Audit Committee is independent as defined by the NYSE’s listing standards and SEC rules.

The Audit Committee reviews our financial reporting process on behalf of our Board of Directors. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed our audited consolidated financial statements contained in the 2024 Annual Report on Form 10-K with our management and independent registered public accounting firm, Deloitte & Touche LLP. Management is responsible for the consolidated financial statements and the reporting process, including the system of internal control. Deloitte & Touche LLP is responsible for expressing an opinion on the conformity of those consolidated financial statements with accounting principles generally accepted in the United States and the effectiveness of the internal controls over financial reporting based upon the criteria established in Internal Control  —  Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Audit Committee discussed with Deloitte & Touche LLP matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301, Communications With Audit Committees. In addition, Deloitte & Touche LLP provided to the Audit Committee the written disclosures required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and the Audit Committee discussed with Deloitte & Touche LLP their independence.

The Audit Committee further considered the provision of non-audit services by Deloitte & Touche LLP and determined that the provision of such services is compatible with maintaining the independence of Deloitte & Touche LLP.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to our Board of Directors that our audited consolidated financial statements for 2024 be included in our Annual Report on Form 10-K for filing with the SEC.

Audit Committee

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Duncan J. Palmer, Chair

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William J. Burns

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Douglas L. Davis

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Tyrone M. Jordan

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Sandra E. Rowland

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Stephen D. Newlin, Alternate Member

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STOCK OWNERSHIP

STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND OTHER LARGE SHAREHOLDERS

The following table shows the beneficial ownership of common stock of each director, each named executive officer appearing in the Summary Compensation Table on page 49, each other shareholder owning more than 5% of our outstanding common stock, and the directors and executive officers (including the named executive officers who are current employees) as a group.

“Beneficial Ownership” means more than “ownership” as that term commonly is used. For example, a person “beneficially” owns stock if he or she owns it in his or her name, or if he or she has (or shares) the power to vote or sell the stock as trustee of a trust. Beneficial ownership also includes shares the directors and executive officers have a right to acquire within 60 days after February 27, 2025, through, for example, the exercise of a stock option.

Except as otherwise stated in the footnotes to the following table, information about common stock ownership is as of February 27, 2025. The percent of common stock beneficially owned is based on the number of shares outstanding on the record date for the Annual Meeting. At the close of business on February 27, 2025, the record date for the Annual Meeting, there were 64,626,815 shares of common stock outstanding. Our policies prohibit directors or named executive officers from pledging shares. Unless stated otherwise in the footnotes to the table, each person named in the table owns his or her shares directly and has sole voting and investment power over such shares.

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The amount shown is less than 1% of the outstanding shares of common stock.

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(1)

Amounts shown in this column are not included in the columns titled “Shares of Common Stock Beneficially Owned” or “Percent of Common Stock Beneficially Owned”. Amounts shown include restricted stock units (RSUs) awarded under our Stock Plan in 2022 through 2024 in the following amounts to the following individuals:

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15,168 units for Ignacio A. Cortina
53,557 units for Matthew A. Field
10,762 units for Jayanthi Iyengar
36,597 units for Mahesh Narang
21,008 units for Michael E. Pack
84,736 units for John C. Pfeifer
257,322 units for all executive officers as a group

 

STOCK OWNERSHIP

RSUs are subject to forfeiture until they vest (subject to retirement terms of the awards).

Amounts shown also include stock units under our Deferred Compensation Plan for Directors and Executive Officers, all of which are vested or were free of restrictions, in the following amounts to the following individuals:

19,538 units for Keith J. Allman
1,283 units for William J. Burns
1,485 units for Annette K. Clayton
5,745 units for Douglas L. Davis
1,822 units for Jayanthi Iyengar
8,887 units for Tyrone M. Jordan
13,657 units for Kimberley Metcalf-Kupres
25,851 units for Stephen D. Newlin
36,523 units for Duncan J. Palmer
4,843 units for David G. Perkins
119,634 units for all directors and executive officers as a group

The units described in this footnote do not carry the right to vote. In each case, amounts are distributable in the form of shares of our common stock on a one-for-one basis. However, no such distribution will occur before April 27, 2025.

(2)

Amounts shown include the following amounts that the listed individuals have the right to acquire pursuant to stock options exercisable between February 27, 2025 and April 27, 2025:

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18,475 shares for Ignacio A. Cortina
9,950 shares for John C. Pfeifer
56,834 shares for all executive officers as a group

(3)

Amount shown is as described in the Schedule 13G/A that Aristotle Capital Management, LLC filed with the SEC on February 14, 2024. Aristotle Capital Management, LLC is located at 11100 Santa Monica Blvd., Suite 1700, Los Angeles, California 90025. Aristotle Capital Management, LLC reported beneficial ownership of 6,590,915 shares and had sole voting power over 6,039,742 shares, shared voting power over no shares, sole investment power over 6,590,915 shares and shared investment power over no shares.

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(4)

Amount shown is as described in the Schedule 13G/A that BlackRock, Inc. filed with the SEC on January 23, 2024. BlackRock, Inc. is located at 55 East 52nd Street, New York, New York 10055. BlackRock, Inc. reported beneficial ownership of 8,459,041 shares and had sole voting power over 7,772,218 shares, shared voting power over no shares, sole investment power over 8,459,041 shares and shared investment power over no shares.

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(5)

Amount shown is as described in the Schedule 13G/A that The Vanguard Group filed with the SEC on November 12, 2024. The Vanguard Group is located at 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group reported beneficial ownership of 7,964,920 shares and had sole voting power over no shares, shared voting power over 23,419 shares, sole investment power over 7,874,584 shares and shared investment power over 90,336 shares.

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Delinquent Section 16(a) Reports

The Securities Exchange Act of 1934 requires our directors, executive officers and controller to file reports with the SEC regarding their ownership and changes in ownership of our common stock. Based upon our review of copies of these reports and certifications given to us by such persons, we believe our directors, executive officers and controller have complied with their filing requirements for 2024.

 

Compensation Discussion and Analysis

EXECUTIVE SUMMARY

Introduction and Overview

This Compensation Discussion and Analysis explains our compensation program and policies for 2024 and details the compensation decisions we made with respect to our named executive officers, or NEOs, and how their 2024 compensation aligns with our pay-for-performance philosophy. For 2024, our NEOs identified in the Summary Compensation Table are as follows:

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(1)

Mr. Field was hired as our Executive Vice President and Chief Financial Officer effective December 16, 2024. Mr. Pack served as our Chief Financial Officer in 2024 prior to that time.

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(2)

Mr. Johnson stepped down from his role as Executive Vice President and President, Vocational Segment, on June 1, 2024 and retired from the Company on June 30, 2024 following the Company’s termination of his employment. Although he was not an officer on December 31, 2024, SEC rules require us to include him as an NEO based on the amount of compensation that we paid to him in 2024.

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Oshkosh Strategy, Strengths and 2024 Highlights

We describe our strategy with three simple words: Innovate. Serve. Advance. We believe this strategy provides the necessary framework to drive long-term, sustainable growth and is grounded in our purpose of making a difference in the lives of people in our communities who do the toughest work. Our People First culture drives our strategy by cultivating an environment that embraces differences and ensures team members feel valued and respected. When our team members thrive, innovation thrives.

We are committed to creating value for shareholders and are driven by our powerful purpose of making a difference in people’s lives. Our many strengths contribute to our positive outlook and support our plans to grow revenue, operating income (OI) and return on invested capital (ROIC) over the next several years. We believe these strengths include:

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Leading market positions for our products and services;

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Favorable market dynamics signaling increased demand for our products;

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Opportunities for organic and inorganic growth that our M & A strategy supports; and

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Disciplined capital allocation designed to balance our investments and deliver shareholder value.

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Compensation Discussion and Analysis

Oshkosh delivered strong performance in 2024. We believe Oshkosh is well positioned for long-term growth which we believe the following support: market dynamics in key end markets that we believe are solid, visibility that our backlogs provide, which we believe is strong, significant investments in market leading technology, the launch of new products, including the U.S. Postal Service’s Next Generation Delivery Vehicle (NGDV), and the benefits of strategic acquisitions, like AUSA, which we completed in 2024.

Financial highlights for the year include:

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We grew revenue in 2024 by 11.1%, or $1.07 billion, from $9.66 billion in 2023 to $10.73 billion in 2024.

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We booked strong orders in 2024 and ended the year with a consolidated backlog of  $14.7 billion, which we believe supports a solid outlook moving forward.

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We grew consolidated operating income by 21%, or $173 million, from $838 million in 2023 to $1.01 billion in 2024. Consolidated operating income in 2024 was 9.4% of sales, an improvement of 70 basis points compared to 8.7% in 2023.

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We delivered diluted earnings per share growth of  $1.27 from $9.08 in 2023 to $10.35 in 2024, a 14% increase.

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We returned $236.0 million of cash to shareholders through a combination of dividends and share repurchases, including cash dividends totaling $120.0 million.

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We maintain a positive long-term outlook based on our belief that there are strong sector-specific market fundamentals, visibility that our backlogs provides and a comprehensive offering of innovative new products.

Pay for Performance

A fundamental principle underlying our compensation program is that we pay for performance. Our compensation program for 2024 supported performance by providing appropriate performance-based incentives to our executives.

Overall, we allocate a greater portion of NEO compensation to incentive-based pay that varies based on company and segment performance (annual incentive and long-term equity incentives) than to fixed compensation (base salary) as the graphics below illustrate. We also limit benefits that NEOs receive that are not broadly available to Oshkosh employees to those related to business need.

TARGET COMPENSATION MIX

We review target total direct compensation, as well as individual compensation components, by referring to the market median in the compensation analysis that Mercer provides and set individual compensation targets based on each executive’s scope, experience, skills, capabilities and performance.

2024 Target Compensation CEO

We display 2024 target total direct compensation for Mr. Pfeifer in the graphic below.

 

Compensation Discussion and Analysis

2024 Target Compensation for Other NEOs

We display 2024 average target total direct compensation for all other NEOs in the graphic below. These averages exclude Mr. Field to better represent target annual compensation as we hired him late in the year. The averages also exclude Mr. Johnson as a former executive.

Say-on-Pay

At our 2024 Annual Meeting, shareholders strongly supported our executive compensation program with 95.5% of the votes cast in favor of the annual advisory proposal on the 2023 compensation of our NEOs. Due to strong shareholder support for our executive compensation program, we did not make significant changes for 2024. We engage frequently with our shareholders to listen and learn so we can understand what our investors view as important. As we discussed above on page 4, we engage on subjects such as our company performance, corporate governance, sustainability, human capital management, capital allocation and executive compensation. We continue to review our shareholder engagement program and refine it, if appropriate, to ensure it aligns with Company objectives and our shareholders’ interests.

2024 Performance Measures — Annual Cash Incentive Awards

For 2024, we used consolidated and segment adjusted operating income (OI) as performance measures for our annual cash incentive awards and introduced consolidated and segment free cash flow conversion (FCFC) to replace consolidated and segment days net working capital (DNWC), which we had used in 2023. We calculate consolidated free cash flow conversion as cash from operations, adjusted to remove the impact of changes in Pierce customer advances, less cash used for the purchase of property, plant and equipment, divided by net income. We calculate segment free cash flow conversion as cash from operations excluding the impact of intercompany interest, transfer pricing and income taxes, adjusted to remove the impact of changes in Pierce customer advances, less cash used for the purchase of property, plant and equipment, divided by pre-tax income excluding the impact of intercompany interest and transfer pricing. This new measure enhances our collective focus on converting earnings into cash that we can reinvest into our business or return to shareholders. These performance measures together provide focus on our “Innovate. Serve. Advance.” strategy and reinforce strong capital management, robust cash flow and growth in earnings per share. We weighted these measures as follows:

We discuss and explain these performance measures in greater detail below under “COMPENSATION DECISIONS FOR 2024 — Annual Cash Incentive Awards.” We continue to believe it is important to provide business segment presidents the opportunity to be rewarded for results primarily tied to their business segment.

2024 Performance Measures — Long-Term Incentive Awards

For 2024, we maintained relative total shareholder return (TSR); relative ROIC; and our sustainability scorecard for our long-term incentive performance share awards. The relative TSR and ROIC awards reinforce the importance of outperforming peer companies in similar industries through market cycles and macroeconomic events. The sustainability awards reinforce our commitment to limiting our impact on climate change and our belief that a leadership team with a broad range of expertise, backgrounds, and perspectives is critical to long-term business success.

 

Compensation Discussion and Analysis

We discuss and explain our performance measures in greater detail below under “COMPENSATION DECISIONS FOR 2024 — Performance Share Awards. We allocate our long-term incentive awards as follows:

HUMAN RESOURCES COMMITTEE OVERSIGHT RESPONSIBILITIES

The Human Resources Committee establishes, oversees and approves the compensation program, awards, practices and procedures for our executive officers. The Committee makes annual compensation decisions using a thoughtful and deliberate process based on performance, open discussion and competitive market information that Mercer provides in a compensation analysis. The Committee also recommends to the Board of Directors the competitive pay package for its directors.

COMPENSATION PHILOSOPHY AND OBJECTIVES

A fundamental principle underlying our compensation program is that we pay for performance. The objective of our compensation program is to incentivize the achievement of both short- and long-term results through the alignment of pay with performance goals that we set rigorously. We intend this approach to attract, retain, motivate and sustain high performing executive talent. The Committee strives to clearly link pay to performance and align incentive compensation opportunities with the long-term interests of our shareholders. As a result, we designed our compensation program to reward executives for annual financial results as well as sustained long-term Company performance.

Checklist of Compensation Practices

 

Compensation Discussion and Analysis

Consistent with the objectives of our compensation program, the Committee has designed cash and equity awards that have varying timeframes for earning and payment and include a substantial proportion of pay that is “at risk” and dependent on future performance. The primary components of our executive compensation program in 2024 were as follows:

In certain circumstances, such as for newly hired or promoted executives or for retention purposes, we may also provide compensation outside of these compensation components. We discuss such compensation for the NEOs in 2024 below under “New Officer Compensation” and “Other Compensation” on page 44.

ANNUAL COMPENSATION PROGRAM DESIGN REVIEW

The Committee annually evaluates our compensation program to determine if it is appropriate to adjust the program design, types of awards, or levels of pay. For 2024, this evaluation included a review of the analysis that Mercer provided of both peer group data and general industry compensation data from Mercer’s US Executive Remuneration Database. As we describe in more detail below, this compensation analysis from Mercer gives the Committee comparative references and enhances the Committee’s understanding of each executive’s compensation package. We believe our executive compensation program positions us to compete effectively when recruiting, selecting and seeking to retain key executives. The Committee believes that retaining a high-performing executive team is important for the long-term success of the business.

The Committee decided to continue to use consolidated adjusted OI and to introduce consolidated FCFC to replace consolidated DNWC as performance measures for the 2024 annual cash incentive awards for NEOs other than segment presidents. Retaining consolidated OI as a measure allows for a continued emphasis on maximizing income. Introducing consolidated FCFC as a measure for NEOs other than segment presidents reinforces strong consolidated cash management and capital budgeting. The FCFC measure for corporate NEOs also aligns with the measures that we assign to our segment presidents. For our segment presidents, the Committee decided to use consolidated OI, segment OI and segment FCFC measures for the 2024 annual cash incentive award, introducing segment FCFC to replace segment DNWC. Like ROIC, which is a measure we use in our long-term incentive awards, FCFC promotes a focus on managing the balance sheet to maximize cash flow as well as efficient conversion of earnings into cash.

The OI and FCFC measures align with our value drivers of sales growth, operating margin, and ROIC.

 

Compensation Discussion and Analysis

ANALYSIS OF PEER GROUP AND INDUSTRY DATA

For 2024, the Committee reviewed and decided to continue using the executive compensation peer group that it adopted for 2023. The Committee directed Mercer to consider this peer group to assess the competitiveness of executive compensation levels and program design, as well as compensation for newly hired executives. The peer group is comprised of the following 16 public companies based on revenue range, business performance, global footprint and operational complexity.

Mercer supplemented the peer group data with general industry compensation data from its US Executive Remuneration Database, a survey that includes compensation for more than 1,600 organizations, to produce a holistic analysis of competitive executive compensation.

In addition to the market data, the Committee also considers, in a subjective manner, the annual evaluation of each executive officer’s scope, experience, skills, capabilities and performance when determining base salary, annual incentive awards and long-term incentive awards.

COMPENSATION DECISIONS FOR 2024

Base Salary

In November 2023, the Committee reviewed Mercer’s compensation analysis by position to evaluate the competitiveness of the NEOs’ base salaries, while considering each individual’s scope, experience, skills, capabilities and performance. The Committee reviewed Mr. Pfeifer’s performance and reviewed the performance evaluations of the other NEOs, which Mr. Pfeifer prepared, to ensure that base salary decisions for each executive reflected the executive’s scope, experience, skills, capabilities and performance and were otherwise consistent with our compensation goals. After considering Mercer’s compensation analysis and performance information for each executive, the Committee decided to provide a 13.4% base salary increase to Mr. Pack to recognize his strong performance and growth in scope, skills and capabilities since assuming the role of Chief Financial Officer. The Committee decided to provide increases to Mr. Pfeifer, Mr. Cortina, Ms. Iyengar and Mr. Johnson reflecting individual performance through 2023 and also to maintain competitive positioning given their respective roles, skills and experience. The Committee maintained Mr. Narang’s base salary through 2024, having assessed the competitiveness of his salary at the time of his hiring in November 2023.

Based on our philosophy for establishing base salaries, the Committee used a similar analysis to determine the appropriate base salary to provide to Mr. Cortina upon his promotion to Executive Vice President, Chief Legal and Administrative Officer and Secretary effective November 10, 2024, and also to Mr. Field upon his hiring effective December 16, 2024.

Summary of 2024 Base Salary Adjustments

Base salary adjustments for 2023 and 2024 were as follows:

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(1)

We hired Mr. Field effective December 16, 2024, and he did not receive additional base salary increases within 2024.

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Compensation Discussion and Analysis

(2)

We hired Mr. Narang effective November 13, 2023 and he did not receive additional base salary increases within 2023 or 2024.

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(3)

Mr. Cortina received an additional 10% increase in his base salary effective November 10, 2024, in conjunction with his promotion to Executive Vice President, Chief Legal and Administrative Officer and Secretary.

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(4)

Ms. Iyengar was not an NEO for 2023.

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Annual Cash Incentive Awards

Our annual cash incentive plan links cash awards to the achievement of specific short-term corporate performance goals that the Committee approves each year. These awards tie a significant portion of an executive’s annual compensation to our Company’s performance. For 2024, awards were dependent on our performance under a combination of two measures for NEOs other than segment presidents: consolidated adjusted OI and consolidated FCFC; and three measures for segment presidents: consolidated adjusted OI, segment adjusted OI, and segment FCFC.

After the Committee reviewed Mercer’s compensation analysis, the Committee assigned each executive a threshold, target and maximum annual cash incentive award payment level, as a percentage of base salary, for 2024. We reference the market median in Mercer’s compensation analysis when setting the annual cash incentive award opportunity, and set the award opportunity based on the individual’s scope, experience, skills, capabilities and performance. Based on this analysis for 2024, the Committee maintained target percentages consistent with 2023 levels for Messrs. Pfeifer, Narang, Cortina, Johnson and Ms. Iyengar and increased the target percentage for Mr. Pack as we note in the table below. Based on our philosophy for establishing target percentages, the Committee used the same analysis to determine the appropriate target percentage to provide to Mr. Field upon his hiring effective December 16, 2024. The payout opportunities for the NEOs for 2024 are set forth in the table below:

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(1)

Mr. Field was not an employee during 2023.

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(2)

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

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Annual Cash Incentive Awards – Operating Income and 2024 Results

The Committee structured our annual cash incentive awards for 2024 with OI targets that reflected the acquisition of AeroTech as well as expected improvements in supply chain performance. Actual 2024 results for the annual cash incentive plan performance measures, based on the definitions below (which may differ from reported results based on U.S. Generally Accepted Accounting Principles) appear in the last column of the chart below.

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(1)

Mr. Pack was eligible for Consolidated performance measures through December 15, 2024. Upon the hiring of Mr. Field effective December 16, 2024, Mr. Pack became eligible for Vocational segment performance measures.

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Compensation Discussion and Analysis

Consolidated OI equals operating income based on U.S. Generally Accepted Accounting Principle adjusted to exclude intangible asset amortization ($65 million), intangible asset impairments ($52 million), amortization of inventory step-up related to acquisitions ($4 million) and costs related to the acquisition of AUSA ($1 million), less operating income associated with the AUSA acquisition excluding intangible asset amortization and the amortization of inventory step-up ($4 million).

Vocational segment OI equals Vocational operating income based on U.S. Generally Accepted Accounting Principle adjusted to exclude intangible asset amortization ($48 million).

Access segment OI equals Access operating income based on U.S. Generally Accepted Accounting Principle adjusted to exclude intangible asset amortization ($13 million), amortization of inventory step-up related to acquisitions ($4 million) and costs related to the acquisition of AUSA ($1 million), less operating income associated with the AUSA acquisition excluding intangible asset amortization and the amortization of inventory step-up ($4 million).

The 2024 results satisfied the annual incentive plan requirement that we achieve a minimum 3% OI margin on a consolidated or segment basis, as applicable, in 2024 for participants to receive a payment based on OI that is above target. Actual OI margin in 2024 was 10.5% on a consolidated basis, 13.4% for the Vocational segment and 16.0% for the Access segment, in each case using amounts based on the definitions above (which may differ from reported results).

Annual Cash Incentive Awards – Free Cash Flow Conversion and 2024 Results

The Committee established the targets for FCFC based on our forecasted financial performance, as indicated below. Actual 2024 results based on the definitions below appear in the last column in the chart below.

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(1)

Mr. Pack was eligible for Consolidated performance measures through December 15, 2024. Upon the hiring of Mr. Field effective December 16, 2024, Mr. Pack became eligible for Vocational segment performance measures.

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Consolidated Free Cash Flow Conversion is FCFC (cash from operations, adjusted to remove cash used by Pierce customer advances of  $45 million and operating cash flow used by AUSA since acquisition of  $3 million, less cash used for the purchase of property, plant, and equipment excluding AUSA purchased of property, plant and equipment of  $1 million) divided by net income, adjusted for intangible asset impairments, net of tax, of  $39 million, and net loss related to AUSA of  $3 million.

Vocational segment Free Cash Flow Conversion is FCFC (cash from operations excluding intercompany interest and intercompany transfer pricing, adjusted to remove cash used by Pierce customer advances of  $45 million, less cash used for the purchase of property, plant, and equipment) divided by Vocational segment income from continuing operations before income taxes, equity in earnings of unconsolidated affiliates, intercompany interest and intercompany transfer pricing.

Access segment Free Cash Flow Conversion is FCFC (cash from operations excluding intercompany interest and intercompany transfer pricing, adjusted to remove operating cash flow used by AUSA since acquisition of  $2 million (excluding income taxes, intercompany interest and intercompany transfer pricing), less cash used for the purchase of property, plant, and equipment excluding AUSA purchased of property, plant and equipment of  $1 million) divided by Access segment income from continuing operations before income taxes, equity in earnings of unconsolidated affiliates, intercompany interest and intercompany transfer pricing, adjusted to remove losses from continuing operations before income taxes, equity in earnings of unconsolidated affiliates, intercompany interest and intercompany transfer pricing related to AUSA of  $4 million.

 

Compensation Discussion and Analysis

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:

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(1)

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

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(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.

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(3)

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

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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:

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

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

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

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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.

 

Compensation Discussion and Analysis

The following table summarizes target long-term incentive grant date award values that we used for awards to NEOs for 2023 and 2024.

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(1)

We hired Mr. Field effective December 16, 2024, and he did not receive an annual long-term incentive award for 2024.

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(2)

We hired Mr. Narang effective November 13, 2023 and he did not receive an annual long-term incentive award for 2023.

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For the 2024 grants, the Committee approved the delivery of the target award value by awarding to each executive:

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50% of the target value in the form of performance shares (25% on relative TSR, 15% on relative ROIC and 10% on sustainability) and

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50% in the form of restricted stock units.

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Performance Share Awards

All performance share awards will require our company performance to exceed certain thresholds to deliver a payout. For 2024 grants, performance shares accounted for a total combined weight of approximately 50% of the target award value for each NEO’s long-term incentives. We granted to each NEO performance shares with 25% of the annual long-term incentive target award value allocated to relative TSR, 15% allocated to relative ROIC and 10% allocated to sustainability scorecard measures. The Committee valued TSR performance shares using a Monte Carlo simulation model from a third-party provider. The Committee valued ROIC and sustainability performance shares using the fair market value of the underlying common stock on the date of grant.

These awards reinforced our pay-for-performance philosophy by providing target (100%) payout only if we achieve at least 50th percentile performance for our relative TSR and ROIC measures and improvement in our sustainability scorecard measures. Executives can earn up to a maximum payout of 200% of target on each measure for outstanding performance. In addition to being performance-based, our performance shares vest only after three years of continuous employment (subject to additional terms in the event of retirement) which provides a retention incentive during the full vesting period.

Upon a qualified retirement, a pro-rata portion of the performance shares will vest. Mr. Johnson was and Mr. Pfeifer is eligible to retire under the stock plans as of December 31, 2024. The definition of a qualified retirement is that the executive is at least 55 years of age and has completed five years of service with the Company.

Total Shareholder Return

The 2024 TSR-based performance share awards measure performance based on the Company’s TSR relative to the TSR results of an index of similarly-sized companies over a three-year performance period. Executives benefit from these 2024 performance share grants only if our TSR compares favorably to the TSR of companies in the Standard & Poor’s MidCap 400 Index. TSR is defined as stock price appreciation plus dividends over three fiscal years. The final number of shares an executive receives at the end of the three-year performance period can range from zero to double the target number of performance shares, depending on our relative TSR, subject to the payout cap that we describe below. Performance shares support the Committee’s objective of increasing executives’ ownership interest in our Company and giving them incentive to enhance shareholder value.

The table below reflects the percent of target performance shares that an NEO could earn at the end of the three-year period from January 1, 2024 to December 31, 2026 based on our relative TSR performance, with the payout prorated for performance

 

Compensation Discussion and Analysis

between the listed outcomes. This award is subject to a payout cap, using our share price on the last day in the performance period, equal to 400% of the aggregate value of the number of shares the executive would have received for relative TSR performance at the 50th percentile using our share price on the date we awarded performance shares. If the award value exceeds the payout cap, we reduce the shares that we deliver to the value of the payout cap.

The Committee continues to use the Standard & Poor’s MidCap 400 Index for these awards rather than the more targeted comparator group that we used for ROIC purposes because using the index reflects the Committee’s view that there is a broad range of investment options available to shareholders.

TSR – Results that Impacted 2024

For performance share awards that we granted in 2022 relating to performance from January 1, 2022 through December 31, 2024, our TSR of  -16.64% resulted in a rank at the 33rd percentile relative to the TSR of companies in the Standard & Poor’s MidCap 400 Index. This percentile ranking resulted in a payout at 66% of target for these awards, which resulted in payouts to the participating NEOs at the values shown below.

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(1)

Mr. Field and Mr. Narang did not receive performance share awards in 2022 and therefore did not receive a payout for the performance period ending in 2024.

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(2)

Mr. Johnson was eligible for retirement under the stock plans and therefore received prorated payouts for 2022, 2023, and 2024 performance share awards based on relative TSR performance as of June 30, 2024, which was 96%, 151%, and 98% of target, respectively.

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(3)

Dollar values reflect the closing price of our stock on February 21, 2025, which was the date of payout for the performance share awards, times the number of shares of common stock that the NEO earned, plus accumulated dividends.

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(4)

Dollar value reflects the closing price of our stock on August 14, 2024, which was the date of payout for his prorated performance share awards following his retirement from the Company, times the number of share of common stock that Mr. Johnson earned, plus accumulated dividends.