Jennifer Peterson
About Jennifer Peterson
Executive Vice President, General Counsel and Secretary at The Manitowoc Company since August 2022; previously Interim General Counsel and Assistant Secretary (May 2022), Vice President & Associate General Counsel (April 2021), and Associate General Counsel – Litigation & Product Safety (January 2018). Prior experience includes Director of Litigation (Americas) at Adient plc (2016–2018), Senior Group Counsel – Litigation (Americas) at Johnson Controls (2014–2016), Deputy General Counsel at Journal Communications (2009–2014), attorney at Godfrey & Kahn (2002–2009), and law clerk to Justice N. Patrick Crooks on the Wisconsin Supreme Court (2001–2002); B.A. in Public Communications (UW–Eau Claire) and J.D. (UW Law) . Company performance in 2024: net sales decreased 2.2% to $2,178.0M, adjusted EBITDA declined 26.8% to $128.4M, adjusted ROIC 6.0% vs. 11.2% prior year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Manitowoc Company | Interim General Counsel & Assistant Secretary | 2022 | Led legal, risk, compliance through transition to permanent GC |
| The Manitowoc Company | VP & Associate General Counsel | 2021–2022 | Oversaw corporate legal matters, governance |
| The Manitowoc Company | Associate GC – Litigation & Product Safety | 2018–2021 | Managed product safety and litigation for global cranes business |
| Adient plc | Director of Litigation, Americas | 2016–2018 | Led complex commercial/product liability litigation across Americas |
| Johnson Controls, Inc. | Senior Group Counsel – Litigation, Americas | 2014–2016 | Managed disputes and litigation strategy in automotive components |
| Journal Communications, Inc. | Deputy General Counsel | 2009–2014 | Corporate and media law; governance, transactions |
| Godfrey & Kahn, S.C. | Attorney | 2002–2009 | Private practice across IP, commercial litigation |
| Wisconsin Supreme Court | Law Clerk to Justice N. Patrick Crooks | 2001–2002 | Appellate research and drafting |
External Roles
No public company directorships disclosed for Peterson in MTW’s executive management profiles .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $327,930 | $423,411 | $457,600 |
| Base Salary Rate | 2023 | 2024 | Change (%) |
|---|---|---|---|
| Jennifer L. Peterson ($) | $427,900 | $463,000 | 7.6% |
Performance Compensation
Short-Term Incentive Plan (STIP) – Design, Targets, Results (Company-level; 2024)
| Metric (Weighting) | Threshold (50% payout) | Target (100%) | Maximum (200%) | 2024 Actual | Payout Result |
|---|---|---|---|---|---|
| Adjusted EBITDA (50%) | $154M | $170M | $208M | $128.4M | 0.0% |
| Net Working Capital as % of Sales (30%) | 21.0% | 20.0% | 19.0% | 21.2% | 0.0% |
| Sustainability Metrics (20%) | ESG goals | ESG goals | ESG goals | Achieved | 150.0% |
| Total Payout vs Target | 30.0% |
| Individual STIP Outcome (2024) | Base Salary ($) | STIP Target (%) | STIP Target ($) | Payout Factor (%) | Payout ($) |
|---|---|---|---|---|---|
| Jennifer L. Peterson | $463,000 | 65% | $300,950 | 30% | $90,285 |
Long-Term Incentive Plan (LTIP) – 2024 Grants
| Award Type | Grant Date | Threshold | Target | Maximum | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | 02/27/2024 | 10,461 sh | 20,921 sh | 41,842 sh | $300,007 |
| RSUs | 02/27/2024 | — | 19,486 sh | — | $252,698 |
| STIP (for reference) | 2024 Plan | $150,475 | $300,950 | $601,900 | — |
Vesting mechanics: RSUs vest ratably over three years on grant-date anniversaries; PSUs cliff vest at three years based on performance with potential 0–200% payout and relative TSR modifier .
LTIP – 2022–2024 PSU Performance Outcomes
| Measure (Weighting) | Threshold | Target | Maximum | Resulting Payout (% of weighted target) |
|---|---|---|---|---|
| Adjusted EBITDA Average (60%) | 6.0% | 7.0% | 8.0% | 56.1% |
| Non-New Machine Sales (40%) | $455M | $551M | $625M | 80.0% |
| Relative TSR Modifier | Below 25th–40th = -10% | 40th–60th = 0% | ≥75th = +20% | -10% |
| Total Payout vs Target | 122.5% |
| NEO | Target PSUs Granted (#) | Payout Factor (%) | PSUs Earned (#) |
|---|---|---|---|
| Jennifer L. Peterson | 2,067 | 122.5% | 2,532 |
Equity Ownership & Alignment
| Ownership Item | Value | Notes |
|---|---|---|
| Beneficially owned common shares | 50,875 sh | Less than 1% of outstanding; includes 3,473 shares acquirable within 60 days under 2013 plan |
| Shares pledged as collateral | None | Company prohibits pledging/margin accounts |
| Stock ownership guideline | 3× base pay target | Actual 1.1× as of 12/31/2024; within 5-year window to comply |
| Retention until compliance | Required (net-of-tax from option exercises/RSU/PSU vesting) | Unvested PSUs do not count toward guideline |
Outstanding equity awards (as of 12/31/2024):
- Options: 1,721 sh @ $32.98 exp. 02/20/2028; 1,752 sh @ $18.40 exp. 02/27/2029 . Based on MTW $9.13 close on 12/31/2024, these options were out-of-the-money .
- RSUs unvested: 4,016 sh ($36,666); 14,868 sh ($135,745); 19,486 sh ($177,907) .
- PSUs unearned: 2,532 sh ($23,117); 17,913 sh ($163,546); 20,921 sh ($191,009) (2023 and 2024 shown at target; 2022 shown at 122.5%) .
| Grant | Type | Shares Unvested/Unearned | Market/Payout Value ($) |
|---|---|---|---|
| 02/18/2022 | RSU | 4,016 | $36,666 |
| 02/08/2023 | RSU | 14,868 | $135,745 |
| 02/27/2024 | RSU | 19,486 | $177,907 |
| 02/18/2022 | PSU | 2,532 | $23,117 |
| 02/08/2023 | PSU | 17,913 | $163,546 |
| 02/27/2024 | PSU | 20,921 | $191,009 |
2025 Contingent Annual Equity Awards (subject to shareholder approval of 2025 Plan):
- Peterson: 54,766 units (mix of time-vesting RSUs and PSUs at 100% performance; PSUs capped at 200% of target) .
Employment Terms
- Employment Agreement: entered August 2022; provides severance before/after change of control, standard duties/responsibilities, and eligibility for STIP/LTIP; includes confidentiality and restrictive covenants (non-solicit, non-compete, non-interference, non-disparagement) .
- Severance (termination without cause or for good reason, not in connection with CoC; as of 12/31/2024): Base salary 1× ($463,000), annual incentive 1× target ($300,950), pro-rata bonus for year of termination (per agreement), pro-rata RSU/PSU acceleration ($136,534 RSUs; $121,202 PSUs) and 12 months COBRA/outplacement ($54,477); total $1,076,163 .
- Change-of-Control (double-trigger: CoC coupled with termination; as of 12/31/2024): Base salary 2× ($926,000), annual incentive 2× target ($601,900), RSU acceleration ($350,318), PSU acceleration ($377,672), benefits/outplacement ($82,798); total $2,338,688 .
- Governance protections: No excise tax gross-ups upon CoC; no single-trigger cash severance; hedging, short sales, margin accounts or pledging prohibited; Compensation Recovery (clawback) Policy maintained; options not repriced/reloaded .
Compensation Structure Details
Target Total Direct Compensation (2024)
| Component | Amount |
|---|---|
| Base Salary | $463,000 |
| STIP Target (%) | 65% |
| STIP Target ($) | $300,950 |
| LTIP Target ($) | $600,000 |
| Target TDC | $1,363,950 |
Summary Compensation (Reported)
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $220,031 | $600,847 | $552,705 |
| Non-Equity Incentive ($) | $198,974 | $434,586 | $90,285 |
| All Other Compensation ($) | $34,535 | $34,381 | $80,111 |
| Total ($) | $781,470 | $1,493,225 | $1,180,701 |
All other compensation (2024) breakdown:
- 401(k) contributions $20,700; Deferred Compensation Plan contributions $39,731; Disability insurance premiums $1,910; Car allowance $10,800; Executive physical $6,970 .
Performance Metrics Tied to Pay
- STIP (annual): Adjusted EBITDA, Net Working Capital as % of Sales, Sustainability metrics; capped at 200% of target; 2024 payout at 30% of target given below-target EBITDA and NWC, above-target ESG .
- LTIP: 50% PSUs and 50% RSUs; PSUs measured on multi-year Adjusted EBITDA Average and Non-New Machine Sales with relative TSR modifier; negative TSR caps TSR portion at 100% of target . RSUs time-based, three-year ratable vesting .
Compensation Peer Group (used for benchmarking 2024 decisions)
Alamo Group; Allison Transmission; Astec Industries; Custom Truck One Source; Enviri; Federal Signal; Flowserve; H&E Equipment Services; Hyster-Yale; ITT; Kennametal; REV Group; SPX Technologies; Tennant; Terex; Greenbrier; Timken; Trinity Industries; Wabash National .
Compensation Committee & Governance
- Compensation Committee chaired by Anne M. Cooney; independent consultant WTW supports program design .
- “What We Do / Don’t Do” governance: heavy performance-based pay mix; multiple performance measures; payout caps; clawback policy; no hedging/pledging; no CoC excise tax gross-ups; no single-trigger cash severance; no option repricing .
Equity Ownership & Alignment Table
| Item | Detail |
|---|---|
| Beneficial ownership (%) | <1% of outstanding shares |
| Options exercisable within 60 days | 3,473 sh (sum of 1,721 @ $32.98 exp. 02/20/2028 and 1,752 @ $18.40 exp. 02/27/2029) |
| Ownership guideline status | 3× salary target; actual 1.1× at 12/31/2024; within 5-year compliance window; retention of net shares required until compliant |
| Pledging/hedging | Prohibited; none pledged |
Employment Terms
| Provision | Non-CoC Termination | CoC + Termination (Double Trigger) |
|---|---|---|
| Salary multiple | 1× ($463,000) | 2× ($926,000) |
| Bonus multiple (target) | 1× ($300,950) | 2× ($601,900) |
| Equity acceleration | Pro-rata RSUs $136,534; PSUs $121,202 | RSUs $350,318; PSUs $377,672 |
| Benefits/outplacement | 12 months COBRA + up to $25,000 outplacement ($54,477) | 24 months benefits + up to $25,000 outplacement ($82,798) |
| Restrictive covenants | Confidentiality; non-solicit; non-compete; non-disparagement | Same |
| Clawback policy | Compensation Recovery Policy in place | Compensation Recovery Policy in place |
Performance & Track Record
- 2024 Company performance: net sales $2,178.0M (-2.2% YoY), adjusted EBITDA $128.4M (-26.8% YoY), adjusted ROIC 6.0% (vs. 11.2% prior year). Non-new machine sales reached $629.1M (record; +$16.5M YoY), +67% since 2020; safety and ESG gains (Scope 1&2 emissions -6% YoY; recordable injury rate 1.19 per 200k hours) .
- PSU cycle 2022–2024 paid at 122.5% of target after TSR modifier (-10%), evidencing mixed financial/aftermarket execution with shareholder-relative constraints .
Say-on-Pay & Shareholder Feedback
- 2023 advisory vote to approve NEO compensation: approved; votes For 18,364,173; Against 5,992,567; Abstentions 55,824; Broker non-votes 4,114,687 .
Investment Implications
- Pay-for-performance alignment: 2024 STIP paid 30% of target, reflecting underperformance on EBITDA and working capital, with ESG overachievement; PSU framework uses multi-year EBITDA/aftermarket growth plus relative TSR modifier, curbing payouts when shareholder returns lag, and negative TSR cap at 100% for TSR portion .
- Retention and ownership: Peterson is at 1.1× vs. 3× ownership guideline but within 5-year compliance window and subject to net share retention from vesting/exercises, reducing near-term selling pressure; no pledging or hedging permitted .
- Upcoming equity supply dynamics: Material unvested RSUs/PSUs outstanding and 2025 contingent awards (54,766 units, subject to plan approval) imply scheduled vesting/issuance over the next three years; options outstanding are out-of-the-money at $9.13 reference price, limiting exercise-driven supply .
- Downside protections and CoC economics: Double-trigger CoC severance at 2× salary and target bonus plus equity acceleration and benefits provides retention but creates moderate change-of-control cost; no excise tax gross-ups, no single-trigger cash severance—shareholder-friendly features .