Jayanthi Iyengar
OSHKOSHAbout Jayanthi Iyengar
Executive Vice President and Chief Technology & Strategic Sourcing Officer at Oshkosh Corporation; age 63; joined OSK in January 2022 after senior technology leadership roles at CNH Industrial and Xylem; currently serves as a director of Array Technologies, Inc. . Tenure at OSK ~3 years as of Feb 20, 2025, with compensation heavily tied to operating income, free cash flow conversion, relative TSR, and relative ROIC performance . For 2022–2024 PSU cycles paid in 2025, OSK’s TSR ranked 33rd percentile (66% payout) with Iyengar’s TSR payout of $98,527; ROIC ranked 63rd percentile (138% payout) with Iyengar’s ROIC payout of $160,945; 2024 sustainability scorecard payout for Iyengar was $51,895 .
Past Roles
| Organization | Role | Years | Focus (per title) |
|---|---|---|---|
| CNH Industrial N.V. | Chief Technology & Quality Officer | 2019–Jan 2022 | Technology and quality leadership |
| Xylem Inc. | SVP, Chief Innovation & Technology Officer | 2015–2019 | Innovation and technology leadership |
| Eaton Corporation | VP, Aerospace Engineering & Technology Officer | 2012–2015 | Aerospace engineering & technology leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| Array Technologies, Inc. | Director | Current (as of Feb 20, 2025) |
Fixed Compensation
Multi-year compensation (amounts as reported):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $519,808 | $552,424 | $593,309 |
| Bonus ($) | $275,000 | — | — |
| Stock Awards ($) | $4,253,725 | $850,155 | $1,000,178 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan ($) | $56,231 | $701,546 | $590,438 |
| All Other Compensation ($) | $50,239 | $50,958 | $102,673 |
| Total ($) | $5,155,003 | $2,155,083 | $2,286,598 |
Target annual incentive opportunity:
| Year | Threshold (% of salary) | Target (% of salary) | Maximum (% of salary) |
|---|---|---|---|
| 2022 | 35% | 70% | 140% |
| 2024 | 35% | 70% | 140% |
Key “All Other Compensation” items:
- 2024 Defined Contribution Executive Retirement Plan benefit for Iyengar: $57,044 .
- 2024 annual physical exam reimbursement $8,224 and related tax reimbursement $6,355 .
- 2022 relocation $7,919 + related tax reimbursement $1,370 .
Performance Compensation
2024 Annual Cash Incentive metrics and payout (corporate NEO design: Consolidated OI 70%, Consolidated FCFC 30%):
| Metric | Weighting | Target | Actual | Payout contribution ($) |
|---|---|---|---|---|
| Consolidated Operating Income | 70% | $1,000M | $1,129M | $511,938 |
| Consolidated Free Cash Flow Conversion | 30% | 70.0% | 44.0% | $78,500 |
| Total Payout | — | — | — | $590,438 (141.9% of target) |
2024 Grants of Plan-Based Awards (granted 2/19/2024):
| Award Type | Threshold | Target | Maximum | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Annual Cash Incentive ($) | $208,004 | $416,007 | $832,014 | — |
| Performance Shares (Total across TSR, ROIC, Sustainability) (#) | 2,005 | 4,009 | 8,018 | Included in fair value |
| Restricted Stock Units (#) | — | — | — | $1,000,178 (4,602 units) |
Long-term Incentives design and realized outcomes:
- Structure: 50% RSUs; 50% performance shares (25% relative TSR vs S&P MidCap 400, 15% relative ROIC, 10% sustainability scorecard); 3-year vesting; payouts 0–200% of target .
- 2022 grant performance paid in 2025: TSR payout (66% of target overall) → Iyengar $98,527; ROIC payout (138% of target overall) → Iyengar $160,945; Sustainability payout 200% for GHG reduction measure, Iyengar $51,895 .
RSU vesting schedule (units held at 12/31/2024):
| Vest Date | Units |
|---|---|
| 1/3/2025 | 10,617 |
| 2/19/2025 | 1,552 |
| 2/20/2025 | 1,601 |
| 2/21/2025 | 1,258 |
| 2/19/2026 | 1,553 |
| 2/20/2026 | 1,603 |
| 2/19/2027 | 1,554 |
Performance shares vesting framework (3-year period ending 12/31/2026; payout curves and measurement windows) .
Equity Ownership & Alignment
| Ownership element | Detail |
|---|---|
| Shares of common stock beneficially owned | 21,008; less than 1% of outstanding shares |
| Stock units beneficially owned (RSUs + deferred) | 12,584 |
| Unvested RSUs at 12/31/2024 | 19,738 units; $1,876,492 value (using $95.07) |
| Unearned PSUs at 12/31/2024 | 11,968 units; $1,137,798 value (using $95.07) |
| Stock ownership guideline | 3x base salary for EVPs; Iyengar in compliance as of Feb 28, 2025 |
| Hedging/Pledging | Prohibited for directors/officers/employees |
| Insider transactions (recent) | Form 4 filings reflect award vestings/payouts; e.g., Feb 21–25, 2025 filings related to 2022–2024 PSU period |
Stock ownership table notes also list RSU and deferred unit counts (10,762 RSUs; 1,822 deferred units) for Iyengar within broader ownership disclosures .
Employment Terms
Change-in-control (KEESA) and severance structure:
- Executive Severance Policy (non-CIC): For NEOs other than CEO, one year of salary + target bonus; prior-year bonus if unpaid; pro-rata bonus for year of termination; one year welfare benefits (release required) .
- Change-in-control agreements (double trigger): Iyengar entitled to 2x base salary and bonus; up to 2 years of continued benefits; no 280G excise tax gross-ups (payments reduced or executive pays excise tax whichever yields greater after-tax) .
- KEESA non-compete/confidentiality: 18-month non-compete; confidentiality for same period; board may waive conditions .
- CIC definition and “cause/good reason” standards included (25% ownership change, board composition change, merger with reduced shareholder control, liquidation/sale; detailed cause/good reason definitions) .
Estimated potential payments (as if event on 12/31/2024; $95.07 share price):
| Scenario | Cash Termination Payment ($) | Continued Benefits ($) | Outplacement ($) | Legal/Accounting ($) | Unvested PSUs ($) | Unvested RSUs ($) | Pro-rata Annual Incentive ($) | Total Pre-tax Benefit ($) |
|---|---|---|---|---|---|---|---|---|
| Death | — | — | — | — | $457,862 | $1,876,492 | — | $2,334,354 |
| Disability | — | — | — | — | $457,862 | $1,876,492 | — | $2,334,354 |
| Retirement | — | — | — | — | — | — | — | $1,621,175 |
| Involuntary termination (without cause or for good reason) | $1,016,007 | $14,730 | $90,000 | $5,000 | $607,348 | $1,876,492 | $590,438 | $2,899,847 |
| CIC and termination (double trigger) | $2,603,092 | $42,931 | $90,000 | $5,000 | $607,348 | $1,876,492 | $416,007 | $5,640,870 |
Clawback (Recovery) policy:
- Company must recover erroneously awarded incentive compensation tied to financial reporting measures if a restatement is required under SEC/NYSE rules (effective Oct 1, 2023 update) .
- Awards under stock plans expressly subject to recoupment/clawback policy and applicable law; repricing of options prohibited without shareholder approval .
Deferred compensation (2024 balances):
| Executive | Registrant Contributions ($) | Aggregate Earnings ($) | Aggregate Balance at Year End ($) |
|---|---|---|---|
| Jayanthi Iyengar | $57,044 | $1,502 | $91,297 |
Investment Implications
- Pay-for-performance alignment: Annual incentives tied to adjusted operating income and free cash flow conversion; LTI split between RSUs and PSUs with rigorous TSR/ROIC/sustainability targets; 3-year vesting supports retention .
- Upcoming vest flow: RSU tranches vest across Jan/Feb 2025–2027; expect periodic Form 4 conversions around these dates; potential supply from net-share settlements without pledging (pledging prohibited) .
- Alignment and risk: Iyengar meets 3x salary ownership guideline; hedging/pledging prohibited; clawback policy in place; CIC protection is double-trigger at 2x salary+bonus (no excise gross-ups), which is moderate relative to peers and reduces opportunistic departure risk while preserving shareholder alignment .
- Governance sentiment: Say-on-pay approval of 95.5% at 2024 annual meeting indicates broad shareholder support for OSK’s compensation framework .