Luis Felli

About Luis Felli

Luis F. S. Felli, 59, is Senior Vice President and General Manager, Massey Ferguson (global brand lead) at AGCO, a role he has held since January 2022 after joining AGCO in 2018 to lead South America strategy, operations, and execution . He holds an Agronomist Engineering degree from ESALQ/University of São Paulo and an MBA from Columbia University, and previously ran a large family soy farming operation in Brazil, bringing both operator and executive perspectives to AGCO’s portfolio and go-to-market execution . Under the company’s pay-for-performance framework, 2024 corporate incentive goals were driven by adjusted operating margin (40%), RONA (40%), customer satisfaction (10%), and employee engagement (10%), with the company’s 2024 AIP payout at 27.5% of target and long-term PSP (2022–2024) paying 126.2% with TSR at the 63rd percentile versus the MVIS Global Agribusiness Index . AGCO reported 2024 net sales of ~$11.7B with adjusted operating margin of 8.9% amid a downcycle; incentive targets used “sliding scale” adjustments to account for industry cyclicality .

Past Roles

External Roles

No external public company directorships or committee roles are listed in Mr. Felli’s company biography in the 2025 proxy’s “Certain Officers” section .

Fixed Compensation

• Individual base salary, target bonus percentage, and perquisites for Mr. Felli are not itemized in the proxy (he is not a Named Executive Officer). However, AGCO targets executive total compensation at median of a peer set and designs cash/equity mix to be majority variable and performance-linked .
• Executive stock ownership requirements: CEO 6x base salary; other executive officers (which include SVPs) 3x base salary .
• Hedging and pledging of AGCO securities are prohibited under policy (with a narrow technical carve-out not applicable to typical individual ownership) .

Performance Compensation

AGCO applies the same AIP and LTI design to NEOs and senior vice presidents; in 2024 all NEOs and SVPs were measured 100% on corporate AIP goals (no brand/regional goals) .

• 2024 AIP design and results (corporate factor applied to NEOs and SVPs): | Metric | Weight | Targeting approach | 2024 outcome vs target | Payout contribution | |---|---:|---|---|---:| | Adjusted Operating Margin | 40% | Sliding scale by industry conditions | Achieved threshold at 9.2% (would have been 8.9% including JV) | 20.0% | | Return on Net Assets (RONA) | 40% | Sliding scale by industry conditions | Below threshold at 32.4% (would have been 20.1% incl. JV) | 0.0% | | Customer Satisfaction (NPS) | 10% | Fixed threshold target | 66% vs 65% target | 7.5% | | Employee Engagement | 10% | Fixed threshold target | 67% vs 72% target | 0.0% | | Total | 100% | — | Corporate AIP payout factor determined at 27.5% of target | 27.5% |

• Long-Term Incentive structure (executives incl. SVPs):

  • PSP (≈60% of LTI): 3-year Revenue Growth (50%) and 3-year RONA (50%) with a +/-20% relative TSR modifier vs MVIS Global Agribusiness Index; goal-setting uses sliding scale for RONA to address cyclicality .
  • RSUs (≈40% of LTI): 3-year ratable vesting; retention-focused .
  • Change-in-control: “double trigger” equity vesting .

• PSP (2022–2024) results applied company-wide: Weighted RONA earned 78.4% and Revenue Growth 47.8%; relative TSR in the 63rd percentile (no modifier); total PSP payout at 126.2% of target .

Equity Ownership & Alignment

• Insider transactions and holdings (latest available): | Date | Security | Transaction | Shares | Price | Post-trade holdings | Source | |---|---|---|---:|---:|---:|---| | 2025-08-08 | Common | Sale (S) | 5,000 | $111.50 | 26,189 | | | 2025-08-11 | Common | Sale (S) | 10,000 | $109.40 weighted avg (range ~$109.34–$109.50) | 16,189 | |

• Ownership as a % of shares outstanding: 16,189 / 74,582,029 ≈ 0.022% (outstanding shares as of March 7, 2025) .

• No derivative (options/SSAR) positions were reported in the above August 2025 Form 4 submission; transactions were in common stock only .

• Stock ownership guidelines apply: other executive officers are required to hold stock equal to 3x base salary (compliance status by individual executive not disclosed) .

• Hedging/pledging: Policy generally prohibits both, which mitigates misalignment risks (no pledging by Mr. Felli is disclosed) .

Employment Terms

• Incentive recovery (clawback): Policy compliant with NYSE listing standards requiring recoupment of erroneously awarded incentive compensation upon certain restatements .
• Change-in-control treatment: Executive equity uses “double trigger” vesting (CIC plus qualifying termination) .
• Tax gross-ups: The company states that current NEOs do not receive excise tax gross-ups on CIC severance; post-2017 contracts, including CEO, avoid gross-ups as a practice signal (not specific to Mr. Felli) .
• Nonqualified retirement savings: In December 2024, eligibility to the Executive Non-Qualified Defined Contribution Plan was broadened to U.S.-based Vice Presidents and Senior Vice Presidents effective Jan 1, 2025 (participation by any individual executive not disclosed) .

Performance & Track Record

• 2024 performance context: Net sales ~$11.7B (down ~19.1% YoY), adjusted operating margin 8.9%; management highlighted resilience and cost control during the downcycle and portfolio transformation (PTx Trimble JV; divestiture of most of Grain & Protein) .
• Pay-for-performance calibration: Sliding-scale targets for AIP (Adjusted Operating Margin, RONA) and LTI RONA normalize for industry cyclicality; 2024 AIP paid 27.5% of target; 2022–2024 PSP paid 126.2% with TSR 63rd percentile .
• Governance/process: Talent & Compensation Committee (Chair Suzanne P. Clark; members Sondra Barbour, David Sagehorn, Matthew Tsien) oversees executive pay and succession; committee met 5 times in 2024 .
• Peer benchmarking: Peer group refined in 2024 included CNH Industrial and Otis, among others (e.g., Cummins, PACCAR, Parker Hannifin, Rockwell Automation, Trane) to target median market positioning .

Compensation Structure Analysis

• Cash vs equity mix: For executives, over 70% of compensation is “at-risk” via AIP and LTI; for SVPs like Felli, structure mirrors NEO design (AIP 100% corporate goals in 2024; LTI 60% PSP/40% RSU) aligning pay with multi-year value creation .
• Metric rigor and cyclicality: Sliding-scale adjustments for Adjusted Operating Margin and RONA help avoid over/underpay due to cycle swings; 2024 produced low AIP payouts despite structural easing, signaling downside alignment .
• Equity terms: Double-trigger CIC and three-year RSU vesting promote retention and orderly transition risk management .
• Clawback and prohibitions on hedging/pledging add downside accountability and alignment .

Investment Implications

• Alignment: Felli’s incentives are tied directly to corporate profitability (Adjusted Operating Margin), capital efficiency (RONA), and strategic health metrics (NPS, engagement), with multi-year PSP further tethered to Revenue Growth and relative TSR; 2024 AIP paid 27.5% and PSP (2022–2024) at 126.2% confirm a design that flexes with cycle and performance .
• Retention and selling pressure: RSUs vest over three years, supporting retention; August 2025 open-market sales of 15,000 shares at ~$109–$112 left Felli with 16,189 shares (~0.022% of shares outstanding)—a modest absolute stake; sales could reflect diversification or tax/cash needs rather than negative signal, but should be monitored for 10b5‑1 plan usage and cadence .
• Governance quality: No individual pledging disclosed; clawback, ownership guidelines (3x salary), and double-trigger CIC mitigate red flags; compensation oversight by an independent committee with active shareholder outreach reduces governance risk .
• Execution risk: As brand GM, Felli’s impact routes through Massey Ferguson execution within AGCO’s portfolio; given 2024 downcycle and restructuring, continued delivery on margin, RONA, and precision ag integration (PTx) are the levers most likely to drive incentive outcomes and share performance .