Torsten Dehner
AGCO CORP /DEAbout Torsten Dehner
Torsten R.W. Dehner (age 57) is Senior Vice President and General Manager, Fendt/Valtra at AGCO, a role he has held since January 2022; he joined AGCO in 2010 after 12 years at Behr GmbH & Co. KG. He holds an Aeronautical Engineering degree from the University of Stuttgart and an MBA from the University of Reutlingen . Under his and peers’ leadership, AGCO executed major portfolio actions in 2024 (PTx Trimble JV; G&P divestiture) amid a downcycle, delivering adjusted operating margin of 8.9% on ~$11.7B net sales (adjusted EPS $7.50), with company TSR values indicating a volatile but generally positive multi‑year trajectory (Value of $100: 2021 $156.50; 2022 $195.59; 2023 $180.19; 2024 $143.46) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AGCO | SVP & GM, Fendt/Valtra | Jan 2022 – present | Leads global growth and positioning of Fendt and Valtra brands . |
| AGCO | SVP & GM, Europe & Middle East | Pre-2022 (most recent prior role) | Ran the EME region P&L before brand GM role . |
| AGCO | VP, Global Parts and EME Parts & Services | 2018 – 2021 | Drove aftermarket growth and service execution in EME and globally . |
| AGCO | VP, Purchasing & Materials, EME | 2010 – 2018 | Joined AGCO to lead regional purchasing and materials management for EME . |
| Behr GmbH & Co. KG | Group VP, Purchasing (global) and other international leadership roles | ~1998 – 2010 (12-year tenure) | Led global purchasing across Europe, the Americas, APAC & South Africa; broad supply chain leadership . |
Fixed Compensation
Multi-year reported compensation for 2021–2023 (U.S. dollars):
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | 551,599 | 528,293 | 568,653 |
| All Other Compensation ($) | 23,364 | 29,870 | 42,209 |
| Perquisites detail (2023) | — | — | Car lease/maintenance $39,946; spouse airfare $2,263 |
Notes:
- “All Other Compensation” 2023 components include car lease/maintenance and spouse airfare as disclosed; no aircraft personal use for Dehner .
Performance Compensation
Program design and 2023 realized elements:
- Annual Incentive Plan (AIP) design for executives: Corporate-only weighting in 2024, with metrics Adjusted Operating Margin (40%), RONA (40%), Employee Engagement (10%), Customer Satisfaction (10%), using sliding scale to address industry cyclicality .
- Long-Term Incentive (LTI): 60% Performance Share Plan (PSP: 50% 3‑yr revenue growth, 50% 3‑yr RONA; +/-20% relative TSR vs MVIS Agribusiness), 40% time‑vested RSUs, 3‑year ratable vesting .
2023 Dehner-specific grants and payouts:
| Instrument | Grant/Performance Detail | Values/Shares |
|---|---|---|
| AIP (2023) | Target opportunity (plan-based awards table) | $511,787 target; $255,894 threshold; $1,023,575 max |
| AIP (2023) actual | Non-Equity Incentive Plan Compensation (payout) | $967,278 |
| RSU (1/30/2023 grant) | Number of RSUs; vesting | 2,740 RSUs; vest in equal annual installments on first 3 anniversaries |
| RSU (2023) fair value | Grant date fair value (ASC 718) | $371,346 |
| PSP (2023–2025 cycle grant) | Target shares; threshold/max shares | 4,110 target; 1,370 threshold; 8,220 max |
| PSP (2023) fair value | Grant date fair value (ASC 718) | $592,826 |
| 2021–2023 stock awards (reported) | Stock Awards (RSUs+PSPs, ASC 718) | 2021: $979,018; 2022: $960,378; 2023: $964,172 |
2024 company AIP result context (applies to executives generally; NEO payouts shown, not Dehner): aggregate 2024 payout factor was 27.5% of target, with Adjusted Operating Margin at threshold (9.2%), RONA below threshold, Customer Satisfaction above target (66% vs 65%), Employee Engagement below target (67% vs 72%) .
Equity Ownership & Alignment
Outstanding/vested status and award mechanics:
| Category | Detail | Status/Value |
|---|---|---|
| RSUs outstanding (as of 12/29/2023) | 2021: 1,093 ($132,701); 2022: 2,111 ($256,297); 2023: 2,740 ($332,663). Market value based on $121.41 close . | Unvested counts and market values as disclosed |
| PSP unearned (as of 12/29/2023) | 2022 PSP: 9,500 units; 2023 PSP: 8,220 units (unearned) | Performance-based, subject to TSR modifier |
| SSARs (options) | 2020 grant: 2,550 exercisable + 2,550 unexercisable; strike $72.74; expire 1/22/2027; vest 25% annually over 4 years | Mixed exercisable/unexercisable as of YE 2023 |
| Hedging/Pledging | Company policy prohibits hedging and pledging of AGCO securities (narrowed carve-out relates to a former director’s affiliated holdings) | Prohibited |
| Ownership guidelines | CEO 6x base; other executive officers 3x base salary | Applies to Dehner as an executive officer |
Employment Terms
Key contractual and severance economics:
- Employment and Severance Agreement on file (governed by Swiss law; Swiss courts have exclusive jurisdiction). Company policies incorporated by reference include the management incentive plans and code of conduct .
- Restrictive covenants: non-compete, non-solicit of customers, non-recruitment of employees for two years post-termination per executive agreements .
- Change-in-control (double-trigger) benefits for executives (excluding CEO specifics): Lump sum equal to (i) 2x base salary, (ii) pro‑rata current year bonus, and (iii) 2x the three‑year average bonus; continuation of life, disability, and healthcare benefits for two years; no excise tax gross‑up for Dehner .
- Estimated post-employment payments for Dehner (assumes 12/31/2023 termination and $121.42 stock price) :
- Change in Control: $8,336,642 total (includes $2,906,100 severance; $1,032,031 bonus; $2,997,195 equity; $1,401,316 retirement/benefit components; no gross-up) .
- Involuntary Without Cause/Good Reason resignation: $3,005,741 total .
- Retirement: $1,597,459 (equity vesting components) .
- Death: $6,464,464; Disability: $2,973,074; Voluntary w/o Good Reason: $1,401,316 .
- Clawback: NYSE-compliant compensation recovery policy for erroneously awarded incentive compensation applies to executive officers .
- Deferred compensation/pension: Participant in Swiss Life Collective BVG Foundation; 13.08 credited years; present value of accumulated benefit $1,324,938 as of 12/31/2023; normal retirement age 65 (Swiss law); early retirement from 58; 100% vested .
Performance & Track Record
- Role scope: As SVP & GM, Fendt/Valtra since Jan 2022, responsible for global growth of two core brands .
- Company execution under leadership team (2024): Closed PTx Trimble JV (85% stake), merged Precision Planting into PTx; divested majority of Grain & Protein; initiated restructuring to lower structural costs and streamline operations .
- 2024 financial context: Net sales ~$11.7B (down ~19.1% YoY); adjusted operating margin 8.9%; adjusted EPS $7.50 (reported EPS $(5.69)) amid industry downcycle and G&P sale/impairments .
- TSR context (value of $100 investment): 2021 $156.50; 2022 $195.59; 2023 $180.19; 2024 $143.46 vs peer index (MVIS Global Agribusiness) 2021 $142.11; 2022 $130.62; 2023 $119.43; 2024 $105.90 .
Compensation Structure Analysis
- Cash vs equity mix: LTI is majority PSP (60%) with performance metrics; RSUs (40%) remain for retention; no stock options issued in 2021–2023, though legacy SSARs remain outstanding .
- Metric rigor and cyclicality: Sliding-scale targets (AIP and PSP RONA) normalize for agricultural equipment cycles; 2024 AIP paid well below target (27.5%) as operating margin hit threshold while RONA and engagement missed targets—indicating structural downside sensitivity aligned with cyclical downturns .
- Shareholder-aligned safeguards: Double‑trigger CoC vesting; clawback; no hedging/pledging; no excise tax gross-ups (except legacy for a retired NEO; not applicable to Dehner) .
Compensation Peer Group (for benchmarking)
The Talent & Compensation Committee benchmarks NEO/executive pay to median of a machinery/industrial peer set; 2024 review added CNH Industrial and Otis, removed Flowserve; current peers include BorgWarner, CNH Industrial, Cummins, Dana, Dover, Illinois Tool Works, Oshkosh, Otis, PACCAR, Parker Hannifin, Rockwell Automation, Stanley Black & Decker, Textron, Thor Industries, Trane Technologies, Wabtec, Xylem .
Investment Implications
- Alignment: High at‑risk mix with performance‑weighted PSP and corporate-only AIP metrics; sliding-scale design dampens overpayment in downturns and maintains hurdle integrity in upturns .
- Vesting and selling pressure: RSUs vest ratably over 3 years (potential periodic liquidity), PSPs cliff-vest on 3‑year performance cycles; legacy SSARs (2020, strike $72.74) expire in 2027—watch for exercises near expiry if in‑the‑money .
- Retention/turnover risk: Two‑year non‑compete/non‑solicit and double‑trigger CoC protection help retention through strategic cycles and M&A; absence of gross‑ups removes windfall optics while maintaining competitive severance economics .
- Governance risk flags: Company prohibits hedging and pledging; robust clawback in place; no disclosed pledging by Dehner; ownership guideline of 3x salary applies—monitor compliance status when disclosed in future filings .