Timothy Millwood
AGCO CORP /DEAbout Timothy Millwood
Timothy O. Millwood is Senior Vice President and Chief Supply Chain Officer at AGCO, serving since August 2022. He is 55 and holds a bachelor’s degree in industrial engineering from the Georgia Institute of Technology, following a 30+ year career at Cummins culminating as Vice President, Global Manufacturing with multiple international assignments leading purchasing and manufacturing . Company performance metrics tied to his incentives include adjusted operating margin, Return on Net Assets (RONA), and revenue growth; AGCO reported 2024 adjusted operating margin of 8.9%, adjusted EPS of $7.50, and a 2024–2022 PSP cycle payout of 126.2% driven by RONA of 34.8%, revenue growth of 2.8%, and TSR in the 63rd percentile versus the MVIS Global Agribusiness Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cummins Inc. | Vice President, Global Manufacturing | More than 30 years tenure | Led global purchasing and manufacturing; multiple international assignments, senior leadership over past decade |
External Roles
- Not disclosed in AGCO filings reviewed .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $508,820 | Effective May 1, 2024; first disclosed as NEO in 2024 |
| All Other Compensation | $168,719 | Defined contribution match $132,643; life insurance $2,395; car lease/maintenance $25,440; other $8,241 |
Performance Compensation
| Program | Metric | Weight | Target/Structure | 2024 Actual | Payout |
|---|---|---|---|---|---|
| Annual Incentive (AIP) | Adjusted Operating Margin | 40% | Sliding scale vs industry cycle | Achieved threshold at 9.2% | Contributed to aggregate 27.5% achievement |
| Annual Incentive (AIP) | RONA | 40% | Sliding scale vs industry cycle | 32.4% below threshold | 0% contribution |
| Annual Incentive (AIP) | Customer Satisfaction (NPS) | 10% | NPS target 65% | 66% (above target) | Positive contribution |
| Annual Incentive (AIP) | Employee Engagement | 10% | Survey-based index | 67% (below target) | 0% contribution |
| Annual Incentive (AIP) | Individual Award | — | Target 90% of salary | Achievement 27.5% of target | $124,332 paid (25% of salary) |
| Long-Term Incentive (PSP 2022–2024) | RONA | 50% | Threshold 27.1%, Target 33.1%, Max 36.1% | 34.8% actual (156.7% of metric) | Weighted 78.4% of PSP shares |
| Long-Term Incentive (PSP 2022–2024) | Revenue Growth | 50% | Threshold 0%, Target 3%, Max 6% | 2.8% actual (95.6% of metric) | Weighted 47.8% of PSP shares |
| Long-Term Incentive (PSP 2022–2024) | TSR Modifier | +/-20% | Relative to MVIS Global Agribusiness Index | 63rd percentile → no modifier | Cycle paid at 126.2% of target; Millwood received 1,291 shares vs 1,023 target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,628 common shares; less than 1% of shares outstanding |
| Shares Outstanding (reference) | 74,582,029 as of March 7, 2025 |
| Stock Ownership Guideline | 3x base salary for executive officers; 5-year compliance window; all execs in compliance or within transition as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors/officers; pledged shares not counted toward ownership; grandfathered exceptions only from prior policy |
| Clawback Policy | NYSE-compliant recovery of erroneously awarded incentive compensation upon certain restatements; effective late 2023 |
| Outstanding Unvested/Unearned Awards (12/31/2024) | RSUs: 3,067 shares (2024 grant); PSP (2024–2026): 4,601 target shares; RSUs: 3,277 (2023 grant); PSP (2023–2025): 3,068 target shares |
| Market Values (12/31/2024) | RSUs: $286,703 (2024 grant); PSP unearned payout value: $430,101 (2024 grant) using $93.48 close |
Vesting Schedules and Upcoming Events
- RSUs vest in equal annual installments on the first three anniversaries of grant; 2024 grant vests on 1/31/2025, 1/31/2026, 1/31/2027; 2023 grant vests on 1/30/2024, 1/30/2025, 1/30/2026 .
- PSP awards for 2023–2025 and 2024–2026 cycles vest based on three-year revenue growth and RONA, subject to a relative TSR modifier of +/-20% versus MVIS Global Agribusiness Index; grants trend below target through 2024 but remain performance-contingent .
Employment Terms
| Provision | Millwood Terms |
|---|---|
| Employment Agreement | Includes base salary, participation in AIP and LTI, severance, noncompete/non-solicit (2 years), confidentiality (5 years) |
| Severance (No COC) | 1x base salary; pro-rata bonus; life insurance and up to 18 months COBRA at active rates |
| Change-of-Control (Double Trigger) | 2x base salary and 2x bonus (3-year average); pro-rata current-year bonus; 2 years of life/disability/health benefits; equity accelerates if not assumed or upon qualifying termination within 2 years post-COC |
| Equity Vesting (No COC) | Pro-rata vesting of next RSU tranche; PSP pro-rata based on actual performance at period end, subject to release of claims (beginning with 2024 grants) |
| COC Equity Treatment | Unvested awards convert/accelerate under double-trigger terms; PSPs convert to time-based RSUs at greater of target or actual on COC, then vest pro-rata on qualifying termination within 2 years |
| Specific Scenario Values (as of 12/31/2024, stock $93.48) | Involuntary w/o cause: $508,820 severance; $124,332 bonus; $238,935 equity; $14,500 benefits → $886,587 total |
| Death/Disability | Death: $127,205 severance; $124,332 bonus; $506,716 equity; life insurance $3,052,920 → $3,811,173 total; Disability: $124,332 bonus; $506,716 equity; disability insurance $798,600 → $1,429,648 total |
| Retirement Treatment | Pro-rata RSU next tranche; PSP remains outstanding and settles pro-rata at end of cycle based on actual performance |
| Deferred/Retirement Programs | Nonqualified Defined Contribution Plan contributions of $113,668 in last FY; aggregate balance at FYE $195,986; earnings $2,570 |
Performance & Track Record
- Operational execution: Workplace ergonomics initiative in South America using VelocityEHS AI-driven Industrial Ergonomics; Total Case Incident Rate dropped by more than 50% at deployment sites, reflecting supply chain safety and productivity improvements under his leadership as SVP, Chief Supply Chain Officer .
- Company transformation: 2024 actions included PTx Trimble JV closing, portfolio refocus away from Grain & Protein, and restructuring for cost control; compensation metrics tied to these outcomes via sliding scale targets to manage cyclicality .
Compensation Structure Analysis
- Mix: Over 70% of NEO compensation is variable and long-term linked; Millwood’s 2024 compensation comprised base salary, AIP cash, PSP and RSUs with modest perquisites .
- Metrics rigor: Sliding scale for AIP and PSP RONA builds cyclicality management into targets; relative TSR modifier strengthens pay-for-performance alignment .
- Governance: Double-trigger COC, prohibition on hedging/pledging, NYSE-compliant clawback; no excise tax gross-ups in Millwood’s contract .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Direct shares owned | 3,628 |
| Vested vs Unvested | Unvested RSUs and PSPs detailed above; no stock options outstanding |
| Pledging/Hedging | Prohibited for officers; no pledging counted toward ownership; policy narrowed only for specific legacy contexts, not applicable to Millwood |
| Ownership guideline compliance | Executives are compliant or within 5-year transition as of 12/31/2024; Millwood subject to 3x salary requirement |
Employment Contracts, Severance, and Change-of-Control Economics
| Element | Term |
|---|---|
| Non-compete, Non-solicit | 2 years post-employment; confidentiality 5 years |
| Severance (no COC) | 1x base salary; pro-rata AIP; benefits continuation up to 18 months |
| COC severance | 2x base and 2x bonus; pro-rata bonus; 2 years benefits |
| Equity under COC | Double-trigger acceleration; PSP conversion to time-based RSUs at greater of target/actual |
| Tax gross-ups | None for Millwood |
Investment Implications
- Alignment: Strong pay-for-performance architecture with sliding scale targets and TSR modifier aligns incentives to margin discipline and capital returns; ownership guidelines and clawback reduce agency risk .
- Selling pressure: Upcoming RSU vest dates (Jan 31 annually) and PSP settlements create calendar-linked potential liquidity events; hedging/pledging bans and ownership requirements temper misalignment risk .
- Retention risk: Contracted severance and double-trigger COC protections are standard industrial terms; severance economics are moderate (2x base/bonus under COC), suggesting balanced retention without excessive golden parachute features .
- Execution: Documented safety and ergonomics improvements indicate operational execution in the supply chain function; broader 2024 transformation ties directly to incentive metrics used in AIP and PSP, supporting future performance linkage .