David Perkins
OSHKOSHAbout David G. Perkins
Retired four-star U.S. Army General, age 67, serving as an independent director at Oshkosh since 2022. Perkins brings 38 years of leadership in defense operations, risk management, human capital, compensation, strategy, and cybersecurity from leading large, complex military organizations, including TRADOC; he retired in 2018 as a four-star General . He is independent under NYSE listing standards and is not the CEO; all non-employee nominees were determined independent and had no family relationships with executives/directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army Training and Doctrine Command (TRADOC) | Commander | 2014–2018 | Oversaw training, doctrine, and future requirements for Army systems/vehicles; established Cyber Center of Excellence . |
| U.S. Army Combined Arms Center; Commandant, U.S. Army Command and General Staff College | Commander/Commandant | 2011–2014 | Led leader development strategy; managed Army training support enterprises; developed/integrated doctrine used globally . |
| U.S. Army 4th Infantry Division | Commander | 2009–2011 | Division-level leadership and operations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CAE, Inc. | Former Public Company Director | Not disclosed | Listed as former public directorship . |
| U.S. Department of Defense | Member, multiple advisory boards | Ongoing (not dated) | Provides insights and recommendations on future technology/strategy . |
Board Governance
- Committee assignments: Human Resources Committee member; Governance Committee member; not a chair .
- Independence: Independent director under NYSE standards; no material relationships disclosed .
- Attendance and engagement: Board held 5 meetings in 2024; committees held 16; except one director who resigned, each director attended 100% of Board and committee meetings; independent directors held 5 executive sessions in 2024 .
- Committee activity: Human Resources met 4 times in 2024 and retained Mercer as independent compensation consultant; Mercer fees were $160,800 for executive/director compensation consulting and $470,929 for other services; the Committee assessed Mercer’s independence and concluded no conflict from unrelated services .
- Governance practices: Majority voting resignation policy for directors with more “withheld” than “for” votes; proxy access (up to 20 shareholders with 3% for 3 years may nominate up to 20% of Board); shareholders holding 10% can call special meetings .
Fixed Compensation
| Component | 2024 Terms | Amount (Perkins, 2024) |
|---|---|---|
| Annual cash retainer | $107,500 per non‑employee director | $131,125 fees earned |
| Committee membership fee | $13,500 per committee | Included in fees earned |
| Committee chair fees | Governance: +$15,000; Human Resources: +$15,000; Audit: +$20,000 | Not applicable (not a chair) |
| Board Chair retainer | +$170,000 (Chair) | Not applicable (not Chair) |
| Meeting fees | Not disclosed (structure uses retainers) | Not applicable |
Performance Compensation
| Year | Grant Date | Instrument | Shares Granted | Grant Date Fair Value | Notes |
|---|---|---|---|---|---|
| 2024 | At election, 2024 Annual Meeting | Common Stock | 1,460 shares to each non‑employee director | $170,061 (Perkins) | Aggregate grant date fair value per FASB ASC 718; no stock options outstanding as of 12/31/2024 . |
| 2025 | 2025-05-06 | Common Stock (Form 4 “A”) | 1,927 shares | $0 price (grant); post‑transaction ownership 6,770.72 shares | SEC Form 4: https://www.sec.gov/Archives/edgar/data/775158/000106299325008868/0001062993-25-008868-index.htm |
- Deferred compensation: Directors may defer fees/stock awards into fixed income (prime +1%) or stock accounts; change-in-pension/nonqualified deferred earnings for Perkins in 2024: $0 (no above-market interest credited) . Plan mechanics and payout on change-in-control summarized in proxy .
Other Directorships & Interlocks
| Company | Role | Current/Former | Interlock/Conflict Notes |
|---|---|---|---|
| CAE, Inc. | Director | Former | Defense training/simulation company; no Oshkosh related‑party transactions disclosed . |
| Zebra Technologies, Masco, etc. | Not applicable to Perkins | — | Listed for other directors; not Perkins . |
Expertise & Qualifications
- Defense industry, risk management, operations, cybersecurity, human capital/compensation, strategic leadership .
- Governmental relations; development of future requirements for Army ground/air systems and vehicles .
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | Percent of Outstanding | Stock Units Beneficially Owned | Notes |
|---|---|---|---|---|
| 2025-02-27 | 0 | <1% (“*”) | 4,843 | Stock units column not included in “shares” or “percent”; shares outstanding 64,626,815; anti-pledging and anti-hedging policy applies . |
- Ownership alignment: Director stock ownership guidelines require 5× annual cash retainer within 5 years; all independent directors either meet the guidelines or are within the 5‑year window as of 2025‑02‑28 (Perkins joined 2022) .
- Options: No current non-employee director held stock options as of 12/31/2024 .
- Insider transactions (recent): Awards of common stock on 2024-05-07 (1,460 shares; holdings after: 4,761.10 shares) and 2025-05-06 (1,927 shares; holdings after: 6,770.72 shares). SEC Form 4: https://www.sec.gov/Archives/edgar/data/775158/000106299324009796/0001062993-24-009796-index.htm; https://www.sec.gov/Archives/edgar/data/775158/000106299325008868/0001062993-25-008868-index.htm
Governance Assessment
- Strengths
- Independent director with 100% attendance across Board/committee meetings in 2024; robust engagement including five executive sessions of independent directors .
- Relevant oversight roles on Governance and Human Resources Committees; contributions include HR oversight of talent, compensation structures, and HCM programs; governance oversight of Board composition, charters, and related-party/conflict processes .
- Clear alignment mechanisms: annual equity grants; ownership guidelines (5× retainer within 5 years); anti-hedging and anti‑pledging policies .
- Pay structure and mix
- 2024: Cash fees $131,125; equity grant date fair value $170,061; total $301,186 . Director compensation program targets ~50th percentile via Mercer benchmarking; equity grants in common stock (not options) .
- Potential risks/RED FLAGS
- Dual engagement of Mercer (compensation consultant and separate corporate services). The HR Committee retains sole authority and concluded independence; fees: $160,800 (comp consulting) vs $470,929 (other services). Maintain monitoring for adviser independence and scope separation .
- No related‑party transactions or loans disclosed involving Perkins; governance processes require prompt disclosure and committee oversight of conflicts .
- Shareholder sentiment
- 2024 Say‑on‑Pay support was 95.5%, indicating positive investor confidence in compensation governance framework .
Overall, Perkins’ defense/cyber/operations background aligns with Oshkosh’s Defense segment oversight needs, with strong independence and attendance signals. Equity grants and ownership guidelines support alignment; no personal conflicts disclosed. Monitor consultant independence and continued adherence to anti‑hedging/pledging policies .