Duncan Palmer
OSHKOSHAbout Duncan J. Palmer
Independent director since 2011 (age 59) and Chair of the Audit Committee. Former public company Global CFO with deep international finance, accounting, M&A, risk management, and global operations experience; designated as an “audit committee financial expert.” Attended 100% of Board and committee meetings in 2024; Board held five meetings and committees held 16, with five executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cushman & Wakefield | Global Chief Financial Officer | 2014–2021 | Led global finance; strategic operations . |
| Reed Elsevier Group plc | Group Finance Director | 2012–2014 | Portfolio management; risk oversight . |
| Owens Corning | Chief Financial Officer | 2007–2012 | Transformation and capital discipline . |
| Royal Dutch/Shell Group | Various finance roles incl. VP Upstream Commercial Finance, VP Finance Global Lubricants | ~20 years | Global finance, commercial, operations . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| AleAnna, Inc. | Director | Current | Public directorship . |
| Verde Clean Fuels Inc. | Director | Current | Public directorship . |
| Bluescape Opportunities Acquisition Corp. | Director | Former | Former public directorship . |
Board Governance
- Independence: Yes; no material relationship; no family relationships; all nominees (except CEO) independent under NYSE and SEC rules .
- Committee assignments: Audit Committee Chair; Audit met eight times in 2024; all members independent and financially literate; Palmer designated “audit committee financial expert” .
- Board structure: Independent Chair requirement; Board appointed Keith J. Allman to serve as independent Chair after the 2025 Annual Meeting (if re-elected) .
- Attendance and engagement: 100% attendance by each director in 2024 (except one director who resigned March 25, 2024); five executive sessions of independent directors .
- Risk oversight: Audit oversees ORM, compliance, ethics, and cybersecurity; Governance oversees related party/conflict matters; HR oversees human capital and compensation risk .
Fixed Compensation (Director Pay – 2024)
| Component | Amount ($) | Basis/Notes |
|---|---|---|
| Annual cash retainer | 107,500 | Standard non-employee director retainer . |
| Committee membership fee (Audit) | 13,500 | Per committee served . |
| Audit Committee Chair retainer | 20,000 | Chair premium . |
| Total cash fees earned | 141,000 | Matches Director Compensation table . |
- No per-meeting fees; reasonable travel/education expenses reimbursed .
- Deferred Compensation Plan available: directors may defer fees and stock awards; fixed-income account credits prime +1%, stock account tracks OSK common stock; lump-sum payout upon change-in-control .
- Above-market interest is disclosed for participants; Palmer had no above-market interest in 2024 (shown as “—”) .
Performance Compensation (Equity)
| Grant Type | Shares Granted | Grant Date/Event | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|
| Common stock (time-based) | 1,460 | Effective on election at 2024 Annual Meeting | 170,061 | Standard annual grant to non-employee directors; value computed per ASC 718 . |
- As of December 31, 2024, no current non-employee director held stock options .
- Equity awards for directors are shares (not performance-based PSUs); deferral to stock account permitted .
Other Directorships & Interlocks
- Current public boards: AleAnna, Inc.; Verde Clean Fuels Inc. .
- Former: Bluescape Opportunities Acquisition Corp. .
- No related-party transactions disclosed in the proxy excerpts; Governance Committee oversees related party/conflict matters; robust policy requires prompt disclosure and review with firm bias against waivers .
Expertise & Qualifications
- Public company CFO experience; audit committee financial expert; extensive background in global operations, portfolio management, risk management, M&A, and commercial finance .
- Financial literacy and independence affirmed by Board; Audit Committee charter responsibilities actively executed (auditor independence, PCAOB communications, internal controls) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Stock Units Beneficially Owned |
|---|---|---|---|
| Duncan J. Palmer | 0 | * | 36,523 . |
- Record date: February 27, 2025; 64,626,815 shares outstanding; “*” denotes less than 1% .
- Stock ownership guidelines: directors encouraged to own ≥5x annual cash retainer within five years; as of Feb 28, 2025, all independent directors met or are within five-year window .
- Hedging/pledging prohibited for directors, officers, and employees (prepaid forwards, swaps, collars, derivatives, exchange funds) .
Governance Assessment
- Strengths: Independent Audit Chair with CFO pedigree and “financial expert” designation; perfect attendance; strong anti-hedging/anti-pledging policy; majority voting with resignation policy; proxy access (3%/3 years, up to 20% seats); active risk oversight including cybersecurity; strong shareholder alignment signal (95.5% Say-on-Pay approval in 2024) .
- Pay alignment: Balanced cash retainer plus equity; use of independent consultant (Mercer) to benchmark director pay around 50th percentile; annual grant in shares reinforces alignment; no options outstanding for directors reduces risk of repricing concerns .
- Watch items: Mercer provided unrelated services to the Company in 2024 ($470,929) in addition to compensation consulting ($160,800); HR Committee concluded Mercer was independent, but dual engagements warrant ongoing monitoring for advisor conflicts .
- Conflicts: No specific related-party transactions involving directors disclosed in the cited sections; robust policies and Governance Committee oversight mitigate conflict risk .
- Overall: Palmer’s finance expertise and leadership of the Audit Committee enhance board effectiveness and investor confidence; compensation and ownership policies support alignment; governance structures (independent chair, executive sessions, proxy access) are shareholder-friendly .