Michael Arnold
AGCO CORP /DEAbout Michael C. Arnold
Independent director and Lead Director of AGCO; age 68; director since October 2013 and Lead Director since January 2021. Former President & CEO of Ryerson Inc., with a prior 30-year career at The Timken Company (roles included EVP; President, Bearings & Power Transmission; President, Industrial Group). Recognized for manufacturing, distribution, supply chain, M&A and capital allocation expertise, and substantial international experience. Determined independent by AGCO’s Board under NYSE and company standards (all directors independent except the CEO and Ms. Srinivasan) .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Ryerson Inc. | President & Chief Executive Officer | Led transformation under PE ownership; took company public in 2014 | Led operational transformation and IPO execution |
| The Timken Company | Multiple senior roles (EVP; President Bearings & Power Transmission; President Industrial Group; VP Bearings & Business Process Advancement; Director roles; Director Manufacturing & Technology EMEA) | 1979–2010 | Built deep manufacturing/distribution expertise; supplier to agriculture industry |
External Roles
| Organization | Role | Tenure/Notes | Committees |
|---|---|---|---|
| Kaiser Aluminum Corporation | Lead Independent Director | Current | Executive Committee member; Chair, Nominating & Governance Committee |
| Gardner Denver, Inc. (former) | Independent Director | Former | Involved in sale of company to KKR |
Board Governance
- Current AGCO Board roles: Lead Director; Chair, Governance Committee; Member, Executive Committee .
- Committee meetings held in 2024: Executive (4), Governance (6). Board held 5 meetings; each director attended at least 75% of Board and committee meetings while serving; all incumbent directors attended the April 2024 Annual Meeting in person .
- Independence: Board determined Mr. Arnold is independent (only Mr. Hansotia and Ms. Srinivasan are non-independent) .
- Lead Director structure: Robust authority (presides over executive sessions each regular meeting; agenda input; approves Board information and schedules; CEO evaluation lead; can call meetings of independent directors; authority to retain advisors). Five-year term limit for Lead Director and committee chairs, reinforcing refresh and oversight strength .
- Share ownership policy for directors: 5× annual retainer; as of Dec 31, 2024, all directors were in compliance or within the five‑year transition period .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard non-employee director retainer |
| Lead Director fee | $40,000 | Annual fee for Lead Director |
| Committee chair fee (Governance Chair) | $17,500 | Annual chair retainer |
| Meeting fees | None disclosed | Company does not pay meeting fees; no director consulting arrangements |
| Total cash (2024) | $192,500 | Sum of cash components above |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares | Grant Date Fair Value | Vesting/Restrictions |
|---|---|---|---|---|
| Restricted Stock (annual grant) | April 25, 2024 | 1,572 | $185,000 | Restricted as to transferability for one year following award; restriction lapses upon Board departure |
The director equity program is time-based restricted stock; there are no performance metrics, options, or performance conditions for non-employee director awards .
Other Directorships & Interlocks
- Current public company board: Kaiser Aluminum Corporation (Lead Independent Director; Exec Committee; Chair, Nominating & Governance) .
- Interlocks: AGCO discloses no compensation committee interlocks; none of AGCO’s executive officers serve on the board of any company where an AGCO director is an executive officer .
Expertise & Qualifications
- Public company leadership and transformation (Ryerson CEO; IPO leadership) .
- Manufacturing, distribution, supply chain, and global operations; supplier experience to agriculture at Timken and Ryerson .
- M&A and capital allocation, strategy and technology exposure; significant international leadership .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 20,465 | As of March 7, 2025; includes 1,572 restricted shares from 2024 grant |
| Shares outstanding (reference) | 74,582,029 | As of March 7, 2025 |
| Ownership as % of outstanding | ~0.03% | Calculated as 20,465 / 74,582,029 (for reference) |
| Hedging/pledging | Prohibited for directors (policy applies; grandfathered pre‑Dec 3, 2020 pledges permitted until terminated; pledged shares do not count toward ownership) | |
| Stock ownership guidelines | 5× annual retainer; compliance or within transition period as of Dec 31, 2024 |
Related Party & Conflicts Review
- No consulting arrangements with directors; Company states no director consulting fees .
- TAFE-related party matters (purchases/sales, letter agreement, litigation) pertain to Ms. Srinivasan/TAFE and not to Mr. Arnold; Board independence determinations exclude only Mr. Hansotia and Ms. Srinivasan .
- Hedging/pledging restricted per policy; Company maintains a related party transaction policy requiring independent director approval above $120,000 .
Director Compensation Mix (2024)
| Pay Element | Amount ($) | Mix |
|---|---|---|
| Cash (retainers/fees) | 192,500 | 51.0% of total |
| Equity (restricted stock) | 185,000 | 49.0% of total |
| Total | 377,500 | 100% |
| Source: 2024 Director Compensation table . |
Governance Assessment
- Strengths:
- Robust Lead Director role and clear oversight responsibilities; five-year rotation policy for Lead Director and key committee chairs supports refresh and independence .
- Chair of Governance Committee, signaling central role in board composition, refresh, and governance updates; active review of ownership requirements, committee structure, and shareholder engagement .
- Independence affirmed; attendance thresholds met; compliance with stringent hedging/pledging prohibitions; director ownership guidelines in place and satisfied or in transition .
- Watch items:
- Long tenure (since 2013) balanced by formal rotation limits for Lead Director/chairs and ongoing board refresh (five independent directors added since 2021) .
- Broader company context includes TAFE-related governance complexities; not tied to Mr. Arnold but relevant to overall board dynamics .
Overall, Mr. Arnold’s roles as Lead Director and Governance Chair, coupled with manufacturing/M&A depth and independence, are supportive of board effectiveness and investor confidence; no director-specific red flags (attendance, related-party, or hedging/pledging) were disclosed .