Ignacio Cortina
OSHKOSHAbout Ignacio Cortina
Executive Vice President, Chief Legal & Administrative Officer and Secretary at Oshkosh Corporation (promoted effective November 10, 2024; previously EVP, Chief Legal Officer and Secretary since February 2023; EVP, General Counsel and Secretary 2016–2023; joined Oshkosh in 2003) . Age disclosed as 51 in July 2023 when appointed to Alliant Energy boards, indicating early-50s currently; extensive legal and administrative leadership across OSK’s operations . Compensation design ties pay to consolidated adjusted operating income (OI), consolidated free cash flow conversion (FCFC), relative total shareholder return (TSR), relative return on invested capital (ROIC), and sustainability goals (female/BIPOC leadership representation and GHG reduction), with Cortina’s annual incentive paying 141.9% of target for 2024 and performance shares paying based on ROIC and GHG outcomes . Oshkosh notes strong 2024 performance with backlogs, product launches (NGDV), and acquisitions (AUSA) supporting growth .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oshkosh Corporation | EVP, Chief Legal & Administrative Officer and Secretary | Nov 10, 2024–present | Elevated remit (legal + admin), aligns governance, risk, and corporate admin with growth strategy |
| Oshkosh Corporation | EVP, Chief Legal Officer and Secretary | Feb 2023–Nov 2024 | Led legal function during M&A and technology launches; signed multiple SEC filings |
| Oshkosh Corporation | EVP, General Counsel and Secretary | 2016–2023 | Oversaw legal affairs during significant executive transitions and bylaw updates |
| Oshkosh Corporation | Roles of increasing responsibility | 2003–2016 | Long-tenured operator; institutional knowledge supports execution continuity |
External Roles
| Organization | Role | Years | Committees / Strategic impact |
|---|---|---|---|
| Alliant Energy Corp.; Interstate Power and Light; Wisconsin Power and Light | Director | Appointed Jul 14, 2023 | Compensation & Personnel; Operations Committees; cross-industry board experience in regulated utilities |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 536,124 | 558,697 | 588,602 |
| All Other Compensation ($) | 66,603 | 47,374 | 110,156 |
| Deferred Plan – Registrant Contributions ($) | — | 17,674 | 63,386 |
Base salary adjustments: +5.0% (3/1/23), +4.0% (3/1/24), plus an additional +10% upon promotion on Nov 10, 2024 .
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,503,994 | 1,500,244 | 1,500,085 |
| Non-Equity Incentive ($) | 65,364 | 810,867 | 670,677 |
| Total Compensation ($) | 2,172,085 | 2,917,182 | 2,869,520 |
Annual Cash Incentive – 2024 Design and Outcomes
| Measure | Weighting | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Consolidated Adjusted OI ($mm) | 70% | 830 | 1,000 | 1,170 | 1,129 |
| Consolidated FCFC (%) | 30% | 35.0% | 70.0% | 105.0% | 44.0% |
| Component | Target Award ($) | Payout – OI ($) | Payout – FCFC ($) | Total Payout ($) | Payout % of Target |
|---|---|---|---|---|---|
| 2024 Annual Incentive (Cortina) | 472,540 | 581,509 | 89,168 | 670,677 | 141.9% |
Notes:
- Corporate NEO annual incentives (including Cortina) are based on consolidated OI (70%) and consolidated FCFC (30%) .
- FCFC definitions emphasize converting earnings to cash, reinforcing capital discipline .
Long-Term Incentives – Structure (2024 grants)
| Award Type | Weight of LTI | Performance Basis | Payout Curve |
|---|---|---|---|
| RSUs | 50% | Time-based, 3-year ratable vesting | 1/3 per year; accelerated on qualified retirement (pro-rata if <1 year) |
| Performance Shares – TSR | 25% | Relative TSR vs S&P MidCap 400 | 0% at <25th; 100% at 50th; 200% at 75th; 400% value cap |
| Performance Shares – ROIC | 15% | Relative ROIC vs comparator group | 0% at <25th; 100% at 50th; 200% at 85th; 400% value cap |
| Performance Shares – Sustainability | 10% | Female/BIPOC leadership, GHG per sales | Threshold/Target/Max goals as below |
Performance share outcomes tied to FY22 grants (paid in 2025):
- ROIC: Company at 63rd percentile; payout 138% of target; Cortina payout $303,113 .
- Sustainability (GHG): Company achieved 26.2% reduction normalized for sales; payout 200% of target; Cortina payout $96,567 .
| Sustainability Metric (2024 PS) | Weight | Threshold (50%) | Target (100%) | Max (200%) |
|---|---|---|---|---|
| Global Female (Director+ US/global) | 3.4% | 21.0% | 22.0% | 23.0% |
| U.S. BIPOC (Director+) | 3.3% | 9.0% | 10.0% | 11.0% |
| GHG emissions per sales (from 2023 baseline) | 3.3% | (7.0)% | (8.25)% | (10.0)% |
RSU Vesting Schedule (as of Dec 31, 2024)
| Vesting Date | Units |
|---|---|
| 2/19/2025 | 2,329 |
| 2/20/2025 | 2,827 |
| 2/21/2025 | 2,359 |
| 2/19/2026 | 2,330 |
| 2/20/2026 | 2,827 |
| 2/19/2027 | 2,330 |
2024 Stock Vested and Option Exercises (realized)
| Item | Quantity | Value ($) |
|---|---|---|
| RSUs vested (shares) | 11,938 | 863,178 |
| Options exercised | — | — |
Equity Ownership & Alignment
| Ownership Element | Value |
|---|---|
| Common shares beneficially owned | 71,960 (<1%) |
| Stock units beneficially owned (RSUs + deferred units) | 15,168 (RSUs) |
| Options exercisable within 60 days (as of Feb 27, 2025) | 18,475 |
| Unvested RSUs (Dec 31, 2024) | 15,002; market value $1,426,240 |
| Unearned performance shares (Dec 31, 2024) | 19,535; payout/market value $1,857,192 |
| Stock ownership guideline | 3x base salary; in compliance as of Feb 28, 2025 |
| Hedging/pledging policy | Prohibited for directors/officers/employees |
Option profile (all fully vested): 5,225 @ $86.59 expiring 11/20/2027; 7,500 @ $66.09 expiring 11/19/2028; 5,750 @ $90.28 expiring 11/18/2029 .
Employment Terms
- Executive Severance Policy (non-CEO NEOs): If terminated without cause or resign for good reason, entitled to approx. one-year salary + target bonus, pro-rata bonus for year of termination (based on actual performance), one year of welfare benefits; subject to release of claims .
- Change-in-Control – KEESA (double-trigger): For Cortina, cash termination payment equals base salary at change-in-control + highest annual bonus in prior 3 years multiplied by years remaining in employment period (up to 2 years), plus outplacement and 2 years of welfare benefits; payments reduced to avoid excess parachute payments or executive pays excise tax if more favorable; 18-month non-compete/confidentiality obligations . No 280G gross-up .
Potential payments (as of Dec 31, 2024; per-share value $95.07):
| Scenario | Cash Termination Payment ($) | Welfare Benefits ($) | Outplacement ($) | Legal/Accounting ($) | Unvested PS ($) | Unvested RS/Options ($) | Pro-rata Annual Incentive ($) | Total Pre-tax Benefit ($) |
|---|---|---|---|---|---|---|---|---|
| Death | — | — | — | — | 771,905 | 1,426,240 | — | 2,198,145 |
| Disability | — | — | — | — | 771,905 | 1,426,240 | — | 2,198,145 |
| Retirement | — | — | — | — | — | — | 1,806,665 | 1,806,665 |
| Involuntary Termination Without Cause / Good Reason | 1,116,383 | 19,605 | 96,576 | 5,000 | — | — | 670,677 | 2,916,939 |
| Change in Control (no termination) | — | — | — | — | 1,018,159 | 1,426,240 | 472,540 | 2,916,939 |
| Change in Control + Termination Without Cause / Good Reason | 2,909,420 | 51,814 | 96,576 | 5,000 | 1,018,159 | 1,426,240 | 472,540 | 5,979,749 |
Clawback Policy: Mandatory recovery of erroneously awarded incentive compensation upon certain accounting restatements under SEC/NYSE rules .
Compensation Peer Group (for benchmarking; Mercer analysis)
| Peer Companies (2024) |
|---|
| AECOM; AGCO Corporation; Dover Corporation; EMCOR Group, Inc.; Fortive Corporation; Howmet Aerospace, Inc.; Illinois Tool Works, Inc.; Ingersoll Rand, Inc.; Parker-Hannifin Corporation; Stanley Black & Decker, Inc.; Textron, Inc.; The Timken Company; The Toro Company; TransDigm Group Incorporated; Westinghouse Air Brake Technologies Corporation; Xylem, Inc. |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 95.5% of votes cast supported NEO compensation .
- Prohibitions on hedging/pledging; robust stock ownership guidelines; multiple performance measures and incentive caps noted as risk mitigation features by the Human Resources Committee .
Equity Ownership & Alignment (Detailed Outstanding Awards as of Dec 31, 2024)
| Award Type | Quantity | Value ($) | Notes |
|---|---|---|---|
| Options – Exercisable | 5,225 @ $86.59 (exp 11/20/27); 7,500 @ $66.09 (exp 11/19/28); 5,750 @ $90.28 (exp 11/18/29) | — | All options fully vested; 10-year duration |
| RSUs – Unvested | 15,002 | 1,426,240 | Value as of $95.07 stock price |
| Performance Shares – Unearned | 19,535 | 1,857,192 | Subject to TSR/ROIC/Sustainability outcomes |
Performance & Track Record
- Annual incentive paid above target in 2024 driven by strong adjusted OI and FCFC outcomes; Cortina’s payout at 141.9% of target reflects corporate performance .
- ROIC performance (FY22 grant) at 63rd percentile led to 138% payout; Cortina earned $303,113 on ROIC performance shares .
- Sustainability performance (GHG) exceeded maximum with a 26.2% reduction per sales; Cortina earned $96,567 on GHG-linked awards .
- Company’s compensation CD&A highlights strong 2024 operational execution and strategic initiatives underpinning growth outlook .
Compensation Structure Analysis
- Mix remains weighted to variable, performance-based: RSUs (50% of LTI), PSUs (50% of LTI with TSR/ROIC/sustainability split), annual incentive tied to OI/FCFC .
- Target bonus % for Cortina maintained at 80% of base salary; payout exceeded target in 2024 .
- No 280G gross-ups; double-trigger vesting for PSUs on change-in-control; payout caps on TSR/ROIC to limit windfalls .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for all insiders; mitigates alignment risk .
- Double-trigger vesting and clawback policy reduce governance risk; no 280G tax gross-ups for KEESAs .
- Strong say-on-pay support (95.5%) indicates investor acceptance of pay design .
Employment Terms (Additional Detail)
- Non-compete/confidentiality obligations for 18 months post-employment under KEESA .
- Equity grant timing practices avoid use of MNPI; annual awards granted at February committee meeting; grants on hire/promotion dates for new executives .
Investment Implications
- Alignment: Meaningful unvested RSUs (15,002 units) and performance shares (19,535 units) plus strict ownership/anti-hedging policies enhance alignment; Cortina is in compliance with 3x salary guideline .
- Retention risk: Multi-year RSU schedule through 2027 and fully vested options expiring 2027–2029 create ongoing retention and potential exercise/settlement timing considerations; severance and KEESA protections reduce turnover risk but are double-trigger for equity .
- Trading signals: Near-term RSU vesting dates (Feb 2025–2027) and realized 2024 vesting ($863k) suggest periodic supply; however, sale approvals are restricted if ownership guidelines are unmet, and hedging/pledging is prohibited .
- Pay-for-performance: Above-target cash incentive payout and ROIC/GHG PS outcomes tie realized pay to operating performance and capital efficiency, supporting confidence in execution .