Viren Shah
AGCO CORP /DEAbout Viren Shah
Viren Shah, age 57, is Senior Vice President and Chief Digital & Information Officer at AGCO, having joined in January 2024 to lead the company’s digital vision across IT and data analytics . His background spans 20+ years in IT, supply chain, and digital roles, including Chief Digital Officer at GE Appliances since October 2018, CIO roles at Masco Cabinetry and Specialty Fashion Group, and earlier positions at Walmart; he holds an MBA from New York Institute and a computer science degree from the University of Mumbai . For performance context during his tenure, AGCO’s 2024 net sales were $11.662B (down 19.1% YoY), with adjusted operating margin of 8.9% and adjusted EPS of $7.50; reported net loss was $424.8M due to portfolio actions and restructuring amid a cyclical downturn . Company-wide executive incentives in 2024 paid at 27.5% of target given outcomes on adjusted operating margin, RONA, customer satisfaction, and employee engagement under a “sliding scale” framework designed to normalize for industry cyclicality .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Appliances | Chief Digital Officer | Oct 2018–Jan 2024 | Led enterprise digital transformation; senior leadership role prior to joining AGCO |
| Masco Cabinetry | Chief Information Officer | Not disclosed | Global CIO leadership role supporting manufacturing and operations |
| Specialty Fashion Group | Chief Information Officer | Not disclosed | Global CIO leadership role in retail/apparel technology |
| Walmart | Various technology and operations roles | Not disclosed | Foundational experience in large-scale IT and supply chain environments |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or board roles disclosed in the proxy biography |
Fixed Compensation
| Item | 2024 Detail |
|---|---|
| Base salary | Not disclosed for Shah (he is not a Named Executive Officer in the Summary Compensation Table) |
| Target bonus % | Not disclosed for Shah; 2024 AIP opportunities for NEOs ranged from 90% to 150% of salary depending on role (CEO 150%, CFO 100%, selected SVPs 90%) |
| Perquisites | Executives receive modest perquisites (e.g., car lease, club dues; broader detail shown for NEOs); CEO has limited aircraft personal use; no specific perquisites disclosed for Shah |
Performance Compensation
| Program | Metric | Weighting | Target Definition | 2024 Result/Payout |
|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted Operating Margin | 40% | Adjusted income from operations ÷ net sales; sliding scale vs industry cycle | Company achieved threshold on this metric for AIP; part of 27.5% total payout |
| Annual Incentive Plan (AIP) | Return on Net Assets (RONA) | 40% | Adjusted income from operations ÷ net assets; sliding scale vs industry cycle | Below threshold in 2024 |
| Annual Incentive Plan (AIP) | Customer Satisfaction (NPS) | 10% | Net Promoter Score | Above target (66% vs 65% target) |
| Annual Incentive Plan (AIP) | Employee Engagement | 10% | Annual survey index | Below target (67% vs 72% target) |
| AIP Mechanics (SVPs) | — | — | For 2024, NEOs and Senior Vice Presidents were 100% aligned to corporate goals (no individual goals) | Company-wide AIP paid 27.5% of target for 2024 |
| Long-Term Incentive (PSP) | 3-yr Revenue Growth | 50% | Year-over-year revenue growth each year over 3-year period; excludes FX, acquisitions, pricing; sliding adjustments for cyclicality | Structure applies company-wide; 2022–2024 PSP paid 126.2% after metrics and TSR review; future cycles continue same design |
| Long-Term Incentive (PSP) | 3-yr RONA | 50% | Sliding scale vs industry cycle; averaged across 3 years | As above; +/–20% relative TSR modifier vs MVIS Global Agribusiness Index |
| Long-Term Incentive (RSUs) | Time-based RSUs | 40% of LTI | 3-year ratable vesting | RSUs used primarily for retention |
Notes:
- The company states it has not granted stock options or SSARs since 2020; current LTI uses PSP and RSUs .
- 2022–2024 PSP outcomes: RONA actual 34.8% led to 156.7% of RONA shares; revenue growth 2.8% led to 95.6% of revenue-growth shares; TSR at 63rd percentile → no modifier; overall 126.2% of target .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock ownership guideline | Other executive officers (non-CEO) must hold AGCO equity equal to 3x base salary; compliance window is 5 years from appointment/promotion |
| Compliance status | As of Dec 31, 2024, all directors and executive officers were either in compliance or within the five-year transition period (individual status for Shah not broken out) |
| Hedging/Pledging | Hedging and pledging of AGCO equity is prohibited for directors and officers (with grandfathering of pre-12/3/2020 pledges; policy scope narrowed in 2020 for a specific director context); pledged shares do not count toward ownership requirements |
| Clawback | NYSE Rule 10D-1–compliant compensation recovery policy covers erroneously awarded incentive comp received in the 3 prior completed fiscal years following certain restatements |
| Ownership disclosure | The beneficial ownership table lists directors, NEOs, and group totals; no individual ownership line for Shah is disclosed in 2025 proxy |
Employment Terms
| Topic | What’s Disclosed | Applicability |
|---|---|---|
| Employment agreement | AGCO maintains employment agreements with each NEO (terms detailed below); the proxy does not specifically disclose Shah’s agreement | |
| Non-compete / non-solicit | NEO agreements include customary non-compete and non-solicitation covenants for two years post-employment; confidentiality for five years | |
| Severance (no change in control) | CEO: 2 years salary + 2x bonus (3-year average); other NEOs (e.g., SVPs): 1 year salary + pro‑rata bonus; COBRA/life insurance continuation; pro‑rata vesting on next RSU tranche and PSP at cycle end for 2024 grants | |
| Change-in-control (CIC) cash | CEO: 3x salary + 3x bonus (3-year average) + pro‑rata bonus; other NEOs (e.g., SVPs): 2x salary + 2x bonus (3-year average) + pro‑rata bonus; benefits continuation (3 years CEO; 2 years for others) | |
| CIC equity vesting | All unvested equity awards have “double trigger” vesting (CIC plus qualifying termination or non-assumption) for 2024 grants; PSP converts to time-based RSUs at target/actual on CIC, then vests pro‑rata on qualifying termination | |
| Tax gross-ups | No excise tax gross-ups on CIC benefits for executives with agreements from 2017 onward (including CEO); only retired NEO had legacy gross-up |
Investment Implications
- Pay-for-performance structure and 2024 payout at 27.5% suggest constrained near-term cash compensation for senior executives tied to corporate outcomes, dampening immediate selling pressure from bonus-driven liquidity needs .
- Equity alignment is reinforced by a 3x salary ownership guideline, five-year compliance window for new appointees like Shah (appointed Jan 2024), and strict anti-hedging/pledging policies; this supports long-term orientation and reduces pledging-related risk .
- LTI mix (60% performance shares with revenue and RONA plus TSR modifier; 40% RSUs) creates multi-year retention and performance linkage; note PSP cycles post-2023 may trend below target given 2024 conditions, moderating realized equity compensation absent a recovery in RONA/revenue growth .
- Governance protections include a NYSE-compliant clawback and double-trigger CIC equity treatment, reducing windfall risk and aligning with investor expectations; absence of tax gross-ups for current contracts is shareholder-friendly .
- AGCO’s 2024 downturn (net sales −19.1% YoY; adjusted operating margin 8.9%) underscores execution risk but also validates the “sliding scale” incentive design; Shah’s remit in digital and data analytics aligns with AGCO’s precision ag and operational efficiency focus through the cycle .