Keith Allman
OSHKOSHAbout Keith J. Allman
Keith J. Allman, age 62, has served on Oshkosh’s Board since 2015 and is designated independent; he currently chairs the Human Resources Committee and has been selected to serve as independent Chair of the Board effective after the close of the 2025 Annual Meeting, if re-elected . His credentials include CEO experience and deep expertise in automotive industry operations, finance/accounting, product development, risk management, supply chain and strategic planning, stemming from his leadership roles at Masco Corporation and Delta Faucet Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masco Corporation | President & Chief Executive Officer | 2014–present | Led portfolio transformation and process improvement as a change agent |
| Masco Corporation | Group President, Plumbing & Cabinetry | 2011–2014 | Strategic oversight across product categories |
| Masco/Delta Faucet Company | Group VP, Plumbing Products; President, Delta Faucet | 2009–2011 | Product development, operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masco Corporation | Director | Not specified | Public company directorship; governance experience |
Board Governance
- Independence and leadership: Independent director since 2015; Human Resources Committee Chair; selected to become independent Chair of the Board post-2025 Annual Meeting, reinforcing separation of Chair/CEO per bylaws .
- Committee service and financial expert status: Chairs Human Resources Committee; not designated an audit committee financial expert (experts identified: Burns, Jordan, Palmer, Rowland) .
- Attendance and engagement: Board met 5 times; committees met 16 times in 2024; all directors (except one who resigned) attended 100% of meetings; independent directors held 5 executive sessions .
- Shareholder support: Re-elected May 6, 2025 with 51,964,949 votes for and 666,285 withheld; robust say-on-pay support (2025 advisory vote: 48,711,404 for; 2024 say-on-pay 95.5% approval) .
| Governance Attribute | Status |
|---|---|
| Independence | Yes |
| Current OSK Committees | Human Resources (Chair) |
| Anticipated Board Role | Independent Chair of the Board (effective post-2025 AGM, if re-elected) |
| 2024 Attendance | 100% of Board/assigned committees |
| Executive Sessions (2024) | 5 sessions of non-employee directors |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $107,500 | |
| Committee membership fee | $13,500 per committee per year | |
| Committee chair fees | Governance & Human Resources: +$15,000; Audit: +$20,000 | |
| Chair of the Board retainer | +$170,000 (independent Chair) | |
| 2024 Fees Earned (Allman) | $136,000 | |
| Above-market interest (deferred comp) | $54,127 | |
| All Other Compensation | $0 | |
| 2024 Total (cash + stock + interest) | $360,188 |
Performance Compensation
| Equity Grant Feature | Detail | Source |
|---|---|---|
| Annual stock grant (NEDs) | 1,460 shares granted to each non-employee director at 2024 Annual Meeting | |
| Prorated stock grant (new director) | 1,266 shares to W. Burns (appointed July 23, 2024) | |
| Stock awards (Allman, 2024) | $170,061 grant-date fair value | |
| Options outstanding (NEDs) | None, as of Dec 31, 2024 | |
| Performance metrics for director equity | None disclosed; director equity is full-value stock (no performance conditions) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Risk |
|---|---|---|
| Masco Corporation | Director | No OSK-related party dealings disclosed; Governance Committee oversees conflicts |
Expertise & Qualifications
- CEO experience; change leadership and process improvement; automotive and industrial domain expertise; finance/accounting, marketing, operations, product development, risk management, supply chain, and strategic planning .
- Governance depth: Human capital oversight and compensation governance as Human Resources Committee Chair; involvement in pay-for-performance architecture and consultant independence reviews .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 1,375 | <1% of outstanding shares |
| Stock units (Deferred Compensation Plan) | 19,538 | Vested or free of restrictions; non-voting; distributable in stock after Apr 27, 2025 |
| Options (exercisable/unexercisable) | 0 | No options for non-employee directors |
| Hedging/pledging | Prohibited for directors | |
| Director ownership guideline | 5x annual cash retainer; achieve within 5 years | |
| Compliance status (Feb 28, 2025) | All independent directors met or are within five years |
Governance Assessment
-
Strengths
- Independent leadership and anticipated elevation to independent Chair enhances board oversight and investor confidence .
- Full attendance and strong re-election vote indicate engagement and shareholder support .
- Clear director ownership guidelines, anti-hedging/pledging, and no options outstanding align incentives and reduce risk .
- As HRC Chair, oversees pay-for-performance and consultant independence; Mercer engaged with detailed independence review and minimal conflicts (comp consulting: $160,800; other services: $470,929; Committee concluded independence) .
-
Watch items / potential red flags
- No explicit Item 404 related party transaction disclosures for Allman in the proxy; monitor future filings for any Masco/OSK dealings given external directorship (Governance Committee oversees conflicts; Code requires prompt disclosure and has a bias against waivers) .
- Not designated an audit committee financial expert; ensure continued strength in financial oversight through Audit Committee composition .
Director election and say-on-pay signals: 2025 director election support for Allman (51.97M for vs. 0.67M withheld) and strong 2025 say-on-pay approval (48.71M for) sustain governance credibility with investors .