Roger Batkin
AGCO CORP /DEAbout Roger Batkin
Roger N. Batkin (age 56) is Senior Vice President, General Counsel, Chief ESG Officer and Corporate Secretary at AGCO. He has served in this role since January 2022, after joining AGCO in 2000 as European Legal Counsel; prior to AGCO, he was an Associate at an international law firm. He supports and counsels the Board on governance and legal matters, leads sustainability, oversees global governmental affairs, and chairs the AGCO Agriculture Foundation . During his current tenure, AGCO delivered record results in 2023 and executed major portfolio actions (closing the PTx Trimble JV and divesting most of Grain & Protein in 2024) while navigating an industry downturn with resilient margins; long-term incentive cycles paid above target based on multi‑year revenue/RONA with positive relative TSR .
Company performance context:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Sales ($B) | 14.4 | 11.7 |
| Adjusted Operating Margin (%) | 12.0 | 8.9 |
| Adjusted EPS ($) | 15.55 | 7.50 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AGCO | Senior Vice President, General Counsel, Chief ESG Officer and Corporate Secretary | Jan 2022–present | Leads legal, ethics/compliance, M&A/JVs, governance; supports Board; leads ESG; chairs AGCO Agriculture Foundation . |
| AGCO | European Legal Counsel (subsequent legal leadership roles) | 2000–2021 | Built global legal capability; progressed to corporate leadership . |
| International law firm | Associate | Pre‑2000 | Foundational legal training; transactional and advisory work . |
External Roles
- None disclosed in company filings for public company boards or external directorships. Chair of the AGCO Agriculture Foundation (internal foundation role) .
Fixed Compensation
- Not individually disclosed for Mr. Batkin in the 2024–2025 proxy statements (he is not listed as a Named Executive Officer). AGCO targets executive total compensation around market median, with increases performance‑driven (program philosophy) .
Performance Compensation
Annual Incentive Plan (AIP) structure and 2024 outcome (applies to NEOs and senior vice presidents):
- Metrics/weights: Adjusted Operating Margin 40%, Return on Net Assets (RONA) 40%, Employee Engagement 10%, Customer Satisfaction 10%; sliding‑scale targets adjust to industry cyclicality .
- 2024 corporate payout factor: 27.5% of target, reflecting threshold performance on margin, below‑threshold RONA, and mixed non‑financial outcomes (NPS above target; engagement below) .
| AIP Component | Weight | 2024 Result Summary |
|---|---|---|
| Adjusted Operating Margin | 40% | Threshold level achieved . |
| Return on Net Assets (RONA) | 40% | Below threshold (32.4% vs 42.8% threshold) . |
| Customer Satisfaction (NPS) | 10% | 66% vs 65% target (above target) . |
| Employee Engagement | 10% | 67% vs 72% target (below target) . |
| Total AIP Payout Factor | — | 27.5% of target . |
Long-Term Incentive (LTI) design:
- Mix: Performance Share Plan (PSP) ~60%, RSUs ~40% of target LTI. PSP metrics: 3‑year Revenue Growth (50%) and 3‑year RONA (50%), with ±20% relative TSR modifier; RSUs vest ratably over 3 years. Equity uses “double‑trigger” change‑in‑control vesting .
PSP recent cycle outcomes (company‑wide):
- 2021–2023: Payout 174.8% of target; TSR at 80th percentile (modifier +20%) .
- 2022–2024: Payout 126.2% of target; TSR at 63rd percentile (no modifier) .
| PSP Cycle | RONA Actual vs Scale | Revenue Growth Actual vs Scale | TSR Percentile | Payout |
|---|---|---|---|---|
| 2021–2023 | 34.1% → 131.4% of RONA shares | 4.8% → 160.0% of revenue shares | 80th → +20% | 174.8% |
| 2022–2024 | 34.8% → 156.7% of RONA shares | 2.8% → 95.6% of revenue shares | 63rd → 0% | 126.2% |
Note: Individual grant values/targets for Mr. Batkin are not disclosed; structure applies to senior vice presidents (including legal) .
Equity Ownership & Alignment
| Policy/Practice | Detail |
|---|---|
| Stock ownership guidelines | Other Executive Officers (includes SVPs): 3x base salary; CEO: 6x; Directors: 5x retainer. 5‑year compliance window. As of Dec 31, 2024, all directors and executive officers were in compliance or within transition period . |
| Clawback (compensation recovery) | NYSE‑compliant policy effective Dec 1, 2023 to recover erroneously awarded incentive pay after certain restatements . |
| Hedging and pledging | Hedging and pledging of AGCO equity by officers/directors prohibited; policy was further narrowed in 2024 only for cases where the insider controls the pledging entity (TAFE‑related carve‑out) . |
| LTI vesting features | RSUs vest in equal annual installments over 3 years; PSP vests on 3‑year performance with relative TSR modifier; double‑trigger acceleration on change of control . |
Employment Terms
- Company practice for NEO agreements (indicative framework): 2‑year non‑compete and non‑solicit post‑employment; confidentiality for 5 years; change‑in‑control features include double‑trigger equity and severance multiples (CEO 3x salary/bonus; other NEOs 2x) with continued benefits; no excise tax gross‑ups for executives with agreements 2017+ (none remaining after Mr. Crain’s retirement) . Exact severance terms for Mr. Batkin are not disclosed in the proxy.
Performance & Track Record
- Transaction execution and conflict resolution: Signed, as AGCO’s senior legal officer/director of AGCO subsidiaries, multiple definitive agreements with TAFE in 2025 (Cooperation, Buyback, Litigation/Arbitration settlements, Intellectual Property), enabling resolution of disputes and facilitating capital allocation (company plans to deploy $300M in repurchases in 4Q25, funded in part by after‑tax proceeds from the TAFE ownership sale) .
- Portfolio reshaping and technology: 2024 close of PTx Trimble JV (AGCO 85% ownership) and divestiture of most of Grain & Protein; legal oversight would have been central to closing and integration .
- Governance and ESG: As Corporate Secretary and Chief ESG Officer, leads governance processes, advises Board, and leads sustainability initiatives including reporting alignment and oversight .
Compensation Structure Analysis
- Strong pay-for-performance tilt: Over 70% of senior executive pay is variable on average; AIP and PSP designs tie to operating margin, RONA, and multi‑year revenue growth with relative TSR modifier, aligning with shareholder value creation across cycles .
- Cyclicality control: Sliding‑scale targets tied to 10‑year industry sales manage ag‑cycle volatility; in 2024 the corporate AIP paid 27.5% of target, demonstrating downside sensitivity when conditions deteriorate .
- Shareholder‑friendly safeguards: Robust clawback, hedging/pledging ban, double‑trigger vesting, and elimination of excise tax gross‑ups for post‑2017 contracts (none remaining as of 2025) .
Compensation Peer Group (Benchmarking)
- AGCO benchmarks to a machinery/industrial peer set; current (2025) group includes 17 companies such as CNH Industrial, PACCAR, Textron, Trane, Parker Hannifin, Rockwell Automation, and others; target pay levels near market median with upside for strong performance .
Investment Implications
- Alignment and risk: Batkin’s incentives are tied to enterprise‑level outcomes (AIP corporate metrics apply to SVPs), reducing idiosyncratic risk and reinforcing cross‑functional execution focus; 2024’s 27.5% payout implies low cash bonus pressure near term, with RSU/PSP vesting spread over multiple years and double‑trigger acceleration mitigating forced‑sale risk .
- Governance quality and retention: Ownership guidelines (3x salary), hedging/pledging ban, and clawback support shareholder alignment and risk control; while individual severance terms for Batkin are not disclosed, company‑standard protections for senior leaders (as seen for NEOs) suggest moderate retention and change‑in‑control continuity incentives without shareholder‑unfriendly tax gross‑ups .
- Execution credibility: His signature role across complex settlements (TAFE) and major transactions (PTx Trimble close) underscores capacity to de‑risk legal exposures and enable strategic capital deployment—positive for governance, capital returns, and strategy execution .
Notes: Individual base salary, bonus targets, and equity grant values for Mr. Batkin are not disclosed in the 2024–2025 AGCO proxy statements. Analysis above relies on disclosed enterprise compensation design/policies that apply to senior vice presidents and on transaction/governance disclosures where Mr. Batkin is an authorized signatory.