Annette Clayton
OSHKOSHAbout Annette K. Clayton
Annette K. Clayton (age 61) is an independent director of Oshkosh Corporation and has served on the Board since 2024 (elected effective May 7, 2024). She is the retired Chairwoman and Chief Executive Officer of Schneider Electric North America (CEO 2016–2023) and holds Carnegie Mellon’s CERT Certification in Cybersecurity Oversight; she was named to Time’s Top 100 Climate list for driving business to real climate action. Her core credentials span chief executive leadership, strategy, risk management, digital technology, sustainable global operations and supply chain management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schneider Electric North America | Chairwoman | 2024 | — |
| Schneider Electric North America | Chief Executive Officer | 2016–2023 | Led NA’s largest operating region, sustainability leadership recognized by Time 100 Climate |
| Schneider Electric North America | President & CEO | 2016–2022 | — |
| Schneider Electric (Hong Kong) | EVP, Supply Chain | 2011–2016 | Global supply chain leadership |
| Dell Technologies (Singapore/US) | VP Global Supply Chain Operations (Singapore); VP Operations for the Americas | Not disclosed | Digital/operations and supply chain leadership |
| General Motors | Multiple roles of increasing responsibility in operations and quality | 23 years | Global operations/quality leadership |
External Roles
| Company | Role | Current/Past | Committees |
|---|---|---|---|
| Duke Energy Corporation | Director | Current | Not disclosed here |
| Nordson Corporation | Director | Current | Not disclosed here |
| NXP Semiconductors N.V. | Director | Current | Not disclosed here |
| Polaris, Inc. | Director | Former | Not disclosed here |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under NYSE standards; no material relationship with the Company |
| OSK Committee Assignments | Governance Committee (member) |
| Attendance | 100% of Board and applicable committee meetings in 2024 (all directors except one resigned director achieved 100%) |
| Board/Committee Meetings | Board met 5 times; committees met 16 times in 2024 |
| Executive Sessions | Independent directors held 5 executive sessions in 2024 |
| Board Leadership | Independent Chair structure mandated; Chair must be independent and not a former executive |
| Governance/Sustainability Oversight | Governance Committee oversees governance guidelines, Board/committee evaluations, director nominations, Code of Ethics admin, and sustainability/corporate responsibility program |
| Conflicts Oversight | Governance Committee oversees conflicts of interest/related party matters; Code of Ethics mandates prompt disclosure and strict conflict controls |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,768 | Pro-rated for 2024 service; elected May 7, 2024 |
| Stock Awards (grant date fair value) | $170,061 | Non-employee director equity under 2024 plan |
| Change in Pension Value/Nonqualified Deferred Comp Earnings | $1,130 | Above-market interest on deferred compensation |
| All Other Compensation | — | — |
| Total | $251,959 | — |
Director pay structure (policy):
- Annual cash retainer: $107,500; Committee membership fee: $13,500 per committee; Committee Chair retainers: Audit $20,000; Governance $15,000; Human Resources $15,000; Board Chair additional retainer: $170,000 .
- 2024 annual equity grant: 1,460 shares to each non-employee director at the Annual Meeting; new appointees receive a pro-rata grant (e.g., 1,266 shares granted to a July 2024 appointee) .
- Deferred Compensation Plan available; directors may defer cash and/or stock awards into fixed-income (prime +1%) or stock accounts; 2024 plan interest rates: 9.50% (Q1–Q3) and 9.00% (Q4) with above-market portion reported for proxy purposes .
Performance Compensation
- Not applicable: Non-employee director equity is delivered as share grants (no options outstanding as of 12/31/2024; directors did not hold stock options), and there are no performance metrics for director pay .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current Public Boards | Duke Energy; Nordson; NXP Semiconductors (see External Roles) |
| Potential Interlocks/Conflicts | Governance Committee oversees conflicts and related party transactions; strict Code of Ethics on conflicts and corporate opportunity waivers |
| Hedging/Pledging | Prohibited for directors and employees (hedging, pledging, and derivative strategies) |
Expertise & Qualifications
- Chief executive leadership and strategy; risk management; digital technology; sustainable global operations; supply chain management; CERT Certification in Cybersecurity Oversight; recognized on Time’s Top 100 Climate list for climate leadership.
Equity Ownership
| Metric (as of 2/27/2025) | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 0 | Directly owned shares |
| Stock Units Beneficially Owned | 1,485 | Deferred Compensation Plan stock units (vested/free of restrictions) |
| Percent of Shares Outstanding | <1% | As defined in proxy; below 1% |
| Director Ownership Guideline | 5x annual cash retainer within 5 years of becoming a director | Applies to all non-employee directors |
| Compliance Status | All independent directors met the guideline or are within five-year window | Ms. Clayton elected in 2024; within build period |
| Hedging/Pledging | Prohibited | Policy prohibits hedging/pledging of Company stock |
Governance Assessment
- Board effectiveness and independence: Independent director; Governance Committee member; 100% attendance; Board operates with an independent chair and regular executive sessions, supporting robust oversight and independence.
- Compensation alignment: Director pay is balanced between cash retainer and annual share grants; independent market benchmarking via Mercer; no stock options; hedging/pledging prohibited; director stock ownership guideline of 5x cash retainer fosters alignment (within five-year ramp for newer directors).
- Conflicts oversight: Governance Committee explicitly oversees conflicts/related party matters; Code of Ethics requires prompt disclosure and has a bias against waivers, mitigating related-party risk.
- Shareholder sentiment: Say-on-Pay support at the 2024 Annual Meeting was 95.5%, and the company reports extensive investor engagement, signaling a favorable governance climate.
- Compensation committee advisor independence: Mercer advised on executive and director compensation (fees: $160,800) with additional unrelated company engagements (fees: $470,929); the committee concluded Mercer’s independence and no conflict of interest.
No red flags identified in the proxy related to independence, attendance, hedging/pledging, or related-party transactions in the sections reviewed; Ms. Clayton currently shows 0 directly owned shares but holds stock units via the director deferral plan and is within the five-year window to meet the ownership guideline given her May 2024 election.