Clifton Pemble
GARMINAbout Clifton Pemble
Clifton A. Pemble, age 59, is President and CEO of Garmin Ltd. and has served on the Board since August 2004; he joined Garmin in 1989 and became CEO on January 1, 2013. He holds BA degrees in Mathematics and Computer Science from MidAmerica Nazarene University, and has held successive engineering and operating leadership roles including Vice President of Engineering and Chief Operating Officer before becoming CEO, reflecting deep product and operating expertise . In 2024, Garmin delivered record revenue of $6.30B (+20% YoY) and record operating income of $1.59B (+46% YoY), and the pay-versus-performance disclosure shows a $100 TSR investment in Garmin grew to $239.08 in 2024, indicating strong shareholder value creation during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Garmin International (subsidiary) | Software Engineer | 1989–1995 | Early product software development in GPS/wearables |
| Garmin International | Software Engineering Manager | 1995–2002 | Scaled engineering management for product roadmap |
| Garmin International | Director of Engineering | 2003–2005 | Directed product design and development |
| Garmin International | Vice President, Engineering | 2005–Oct 2007 | Drove technology innovation and product quality |
| Garmin International | Chief Operating Officer | Oct 2007–Dec 2012 | Led operations and execution across segments |
| Garmin Ltd. | President | Oct 2007–Dec 2012 | Oversaw corporate strategy and performance |
| Garmin Ltd. | President & CEO | Jan 2013–Present | Long-term strategy, capital allocation, product innovation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No other boards in last five years disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,225,962 | $1,350,962 | $1,400,000 |
| Annual Holiday Bonus ($) | $333 | $333 | $358 |
| All Other Compensation ($) | $35,848 | $39,348 | $40,473 |
Notes:
- Garmin does not pay material annual cash bonuses; executives receive a modest annual holiday bonus, consistent with the broader employee population .
Performance Compensation
Equity Awards (Grant Values)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs – Grant Date Fair Value ($) | $1,749,938 | $2,699,956 | $2,899,922 |
| PC‑RSUs – Grant Date Fair Value ($) | $1,573,514 | $2,450,067 | $2,900,152 |
2024 Grant Details (Counts and Vesting)
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs | 12/15/2024 | — | — | — | $2,899,922 |
| RSUs – Units | 12/15/2024 | — | — | — | 13,821 units |
| PC‑RSUs | 2/25/2024 | 5,573 | 22,290 | 39,008 | $2,900,152 |
Vesting mechanics:
- RSUs vest one‑third per year on the first, second, and third anniversaries of the grant date .
- PC‑RSUs: Once the Compensation Committee certifies fiscal-year performance, earned units vest in three equal installments: within 30 days of certification and on the first and second anniversaries thereafter .
Performance Metrics Tied to PC‑RSUs (Certification Outcomes)
| Performance Period | Metric | Weighting | Target | Actual | Payout % | Certification |
|---|---|---|---|---|---|---|
| 2022 Fiscal Year | Revenue | 50% | $5.25B | $4.86B | 0% | Feb 2023 |
| 2022 Fiscal Year | Operating Income | 25% | $1.25B; 75% max with interpolation | $1.03B | 0% | Feb 2023 |
| 2023 Fiscal Year | Revenue | 25% | $4.60B; up to 25% with interpolation to $5.00B | $5.228B | 25% | |
| 2023 Fiscal Year | Operating Income | 25% | $1.020B; up to 75% with interpolation to $1.095B | $1.092B | 72.2% (of 75%) | |
| 2023 Awards – Total Payout | — | — | — | — | 147.2% | Feb 2024 |
| 2024 Fiscal Year | Revenue | 25% | $5.250B; up to 50% with interpolation to $6.000B | $6.297B | 50% | |
| 2024 Fiscal Year | Operating Income | 25% | $1.150B; up to 75% with interpolation to $1.250B | $1.594B | 75% | |
| 2024 Awards – Total Payout | — | — | — | — | 175% | Feb 2025 |
Structural policies:
- No stock options have been granted to Named Executive Officers since 2014 and the Compensation Committee does not currently plan to grant options; equity incentives are RSUs and PC‑RSUs .
- Change‑of‑control vesting is “double‑trigger” (requires a termination without cause or resignation for good reason within 12 months of change‑of‑control for acceleration) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 75,413 shares (includes any RSUs vesting within 60 days; 255 shares held by a child in the same household) |
| Shares Outstanding (eligible to vote, as of 4/11/2025) | 192,641,210 |
| Ownership as % of Outstanding | ~0.039% (75,413 ÷ 192,641,210 ) |
| Unvested RSUs (as of 12/28/2024) | 6,684 (12/15/2022); 14,914 (12/15/2023); 13,821 (12/15/2024) |
| Market Value of Unvested RSUs (12/27/2024 close $209.36) | $1,399,362; $3,122,395; $2,893,565 |
| Unvested PC‑RSUs (as of 12/28/2024) | 25,884 (2/25/2023); 22,290 (2/25/2024) |
| Market Value of Unvested PC‑RSUs | $5,419,074; $4,666,634 |
| Shares Acquired on Vesting in 2024 | 37,037 shares; $6,477,995 value realized |
| Hedging/Pledging | Prohibited for directors and Named Executive Officers |
| Executive Stock Ownership Guidelines | None; executives own significant shares via equity awards |
Employment Terms
- Severance: No severance agreements with Named Executive Officers (no cash severance on termination) .
- Change‑of‑Control: Double‑trigger equity acceleration for unvested RSUs/PC‑RSUs within 12 months of change‑of‑control; no separate cash change‑of‑control payments .
- Clawback: Incentive Compensation Recovery Policy effective Oct 2, 2023 requires recovery of excess incentive compensation upon required restatement; prior discretionary clawback policy applies to earlier awards .
- Non‑compete/Articles update: Under Swiss law updates reflected in Garmin’s Articles, post‑termination non‑compete consideration for Executive Management is capped at the average of the prior three years’ compensation (governance framework, not a disclosed individual contract) .
Board Governance
- Board service: Director since 2004; proposed for re‑election to 2026; serves as President & CEO, not Chairman; Min H. Kao is Executive Chairman .
- Independence and committees: Four of six directors are independent; only independent directors serve on Audit, Compensation, and Nominating committees. CEO is not a member of these committees .
- Lead Independent Director: None; Board cites small size and equal engagement of all independent directors, with regular executive sessions .
- Meetings/attendance: In 2024, Board held five meetings; independent directors held four executive sessions; all directors attended at least 75% of Board and committee meetings .
- Director compensation: CEO receives no additional pay for Board service; Executive Chairman’s pay is part of the Board’s aggregate compensation proposal per Swiss law .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | $973,585,000 | $1,289,636,000 | $1,411,436,000 |
| Operating Income ($) | $1,027,845,000 | $1,092,160,000 | $1,593,994,000 |
| Garmin TSR – value of $100 initial investment | $100.81 | $144.25 | $239.08 |
Highlights:
- 2024 record results across all segments; revenue +20% YoY to $6.30B; operating income +46% YoY to $1.59B .
- PC‑RSUs paid 175% for 2024 based on revenue and operating income outperformance; 147.2% for 2023; 0% for 2022, demonstrating pay outcomes aligned to audited financial performance .
Compensation Structure Analysis
- Mix shift towards performance equity: Larger PC‑RSU awards and higher payouts in 2023–2024 following strong operating results; no options since 2014 reduces risk of repricing concerns .
- Guaranteed vs at‑risk: Base salary increases are modest (2023→2024 +3.6%) while the majority of CEO compensation is equity‑based (2024 stock awards $5.80M vs salary $1.4M) .
- Governance features: Double‑trigger CoC vesting; anti‑hedging/pledging; clawback compliant with SEC/NYSE rules; no cash CoC; no severance; no supplemental retirement plans .
Related Party Transactions
- One family member of Mr. Pemble employed at a Garmin subsidiary with compensation between $120,000 and $350,000 in 2024; reviewed and approved by the Audit Committee under the related person policy .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory Say‑on‑Pay approval: Over 94% in favor; committee continued practices without changes in direct response .
- Binding votes under Swiss law: 2025 max aggregate for Executive Management approved previously; 2026 proposed max aggregate compensation for Executive Management is $19,000,000 (salaries/benefits $4.06M; stock comp at target $11.95M; other/contingencies $2.99M) .
Compensation Peer Group (Benchmarking)
- Comparator group includes: Acushnet, Brunswick, Deckers, DexCom, HEICO, Logitech, NetApp, Polaris, Teledyne, Textron, Trimble, Visteon, Winnebago, YETI, Zebra; reviewed annually with Meridian Compensation Partners .
Expertise & Qualifications
- Technical/product depth: Led engineering prior to COO/CEO roles; strong background in technology product design and development .
- Board qualifications: Executive leadership, technology product development; not designated as independent due to CEO status .
Investment Implications
- Alignment: Strong linkage of pay to audited revenue and operating income via PC‑RSUs; 2022 zero payout demonstrates downside accountability, while 2023–2024 outperformance drove 147–175% payouts, indicating robust sensitivity of equity awards to performance .
- Overhang/pressure: Significant annual vesting (37,037 shares vested in 2024; $6.48M realized) can create ongoing supply, but hedging/pledging is prohibited; no insider Form 4 data included here to assess sale behavior .
- Retention risk: Long tenure and three‑year vesting cadence on RSUs/PC‑RSUs support retention; absence of severance and cash CoC payments reduces change‑of‑control cash burdens, while double‑trigger acceleration protects unvested equity and encourages continuity during strategic events .
- Governance: Board separation of CEO and Chair, independent committees, and strong Say‑on‑Pay support (>94%) lower governance risk; lack of a lead independent director is mitigated by equal engagement of independent directors and regular executive sessions .