Kimberley Metcalf-Kupres
OSHKOSHAbout Kimberley Metcalf-Kupres
Independent director of Oshkosh Corporation since 2016; age 63; currently Chair of the Governance Committee. Former Vice President and Chief Marketing Officer at Johnson Controls with global responsibility for strategy, product management, innovation and business transformation; holds CERT certification in Cybersecurity Oversight. Attended 100% of Board and committee meetings in 2024; designated independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls | Vice President & Chief Marketing Officer; responsible for strategy, product management, innovation, business transformation | Retired 2017 (served as CMO 2013–2017) | Founding member of the Women’s Resource Network; leadership in corporate responsibility and sustainability |
| Johnson Controls – Power Solutions | Vice President, Strategy, Marketing and Sales | 2007–2013 | Led global strategy, marketing and sales |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vantage Elevator Solutions | Board Member | Since July 2022 | Private company board role |
| Alverno College | Member, Board of Trustees | Dec 2014 – Jun 2019 | Higher education trustee service |
| Pro Football Hall of Fame | Board Member | Feb 2017 – Oct 2017 | Non-profit board service |
Board Governance
- Committee assignments: Governance Committee Chair; Governance Committee responsibilities include director nominations, Board/committee self-evaluations, governance charters, maintaining corporate governance guidelines, oversight of sustainability and corporate responsibility; Governance Committee met 4 times in 2024. Membership: Metcalf-Kupres (Chair), Clayton, Jordan, Perkins; Newlin as alternate.
- Independence: All non-employee director nominees (including Metcalf-Kupres) are independent; no material relationships; no family relationships with directors or executive officers.
- Attendance and engagement: Board met 5 times in 2024; committees met 16 times; each director (except one who resigned pre-year-end) attended 100% of meetings of the Board and committees on which he/she served; independent directors held five executive sessions in 2024.
- Leadership structure: Independent Chair of the Board required by by-laws; Board appointed Keith J. Allman to serve as Chair effective after the 2025 Annual Meeting (subject to re-election).
- Shareholder votes: 2025 Annual Meeting director election—Metcalf-Kupres received 52,081,123 votes for, 550,111 withheld (broker non-votes 4,477,964); say-on-pay received 48,711,404 for, 3,774,105 against, 145,725 abstentions (broker non-votes 4,477,964).
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $124,500 | $135,625 |
| Stock Awards ($) | $160,014 | $170,061 |
| Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | $22,533 | $24,008 |
| Total ($) | $307,047 | $329,694 |
| Annual Director Cash Retainer ($) | $97,500 (structure) | $107,500 (structure) |
| Committee Membership Fee ($/committee/year) | $13,500 | $13,500 |
| Committee Chair Fee ($/year) | Governance Chair: $15,000 | Governance Chair: $15,000 |
| Audit Committee Chair Fee ($/year) | $20,000 | $20,000 |
| Chair of the Board Additional Retainer ($) | $170,000 | $170,000 |
Director equity grant details:
- 2023: Each non-employee director granted 2,047 shares at the Annual Meeting under the 2017 Plan (grant-date value targeted at Mercer 50th percentile).
- 2024: Each then non-employee director granted 1,460 shares under the 2024 Plan; new appointee (Burns) granted 1,266 shares on appointment.
Deferred Compensation Plan for Directors:
- Directors may defer fees and stock awards; fixed-income account earns prime + 1% (quarterly reset); stock account tracks OSK stock with reinvested dividends. Above-market interest recognized for disclosure; 2024 quarterly prime inputs yielded above-market rates (e.g., 9.5% in Q1–Q3, 9.0% in Q4 vs 120% AFR of 5.19%, 5.64%, 5.15%, 5.34%). Change-in-control triggers lump-sum payout of deferred accounts.
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Director Equity Grant (Shares of Common Stock) | 2,047 per non-employee director | 1,460 per non-employee director |
| Options Outstanding (Directors) | None as of year-end | None as of year-end |
Oshkosh does not use performance-based equity (PSUs/options) for directors; grants are service-based shares under director compensation policy.
Other Directorships & Interlocks
| Company/Institution | Public or Private | Role | Potential Conflict/Interlock |
|---|---|---|---|
| Vantage Elevator Solutions | Private | Board Member | No Oshkosh-related transactions disclosed; no related-party items reported in proxy. |
| Alverno College | Non-profit | Trustee (former) | N/A |
| Pro Football Hall of Fame | Non-profit | Board Member (former) | N/A |
| Oshkosh Corporation | Public | Independent Director; Governance Chair | Oversight of governance and related-party policy administration. |
No related-party transactions or conflicts involving Metcalf-Kupres are disclosed in Oshkosh’s proxy; policies require prompt disclosure and strict review of conflicts with bias against waivers.
Expertise & Qualifications
- Sales, marketing, international business, strategy, innovation, government relations, leadership development, corporate responsibility in global technology-driven contexts.
- CERT Cybersecurity Oversight certification.
- Recognized champion of sustainability and high-performance teams.
Equity Ownership
| Metric | As of Feb 29, 2024 | As of Feb 27, 2025 |
|---|---|---|
| Shares of Common Stock Beneficially Owned | 3,175 | 3,175 |
| Percent of Shares Outstanding | <1% | <1% (64,626,815 shares outstanding) |
| Stock Units (Deferred/RSUs under plan) | 11,964 | 13,657 |
| Options (Exercisable/Unexercisable) | None | None (no current non-employee director held options at 12/31/2024) |
| Hedging/Pledging | Prohibited by policy for directors/officers/employees | Prohibited by policy |
| Director Stock Ownership Guideline | 5× annual cash retainer; achieve within 5 years | All independent directors met or are within the 5-year window |
Governance Assessment
- Board effectiveness: Strong engagement (100% attendance in 2024), independent leadership structure, regular executive sessions; Governance Committee led by an experienced chair (Metcalf-Kupres). Positive for investor confidence.
- Compensation alignment: Director pay balanced between cash retainer/committee fees and annual share grants; no options; equity grants at ~50th percentile per Mercer; modest YoY increase in cash retainer from $97,500 to $107,500.
- Ownership alignment: Holds common shares and significant deferred stock units; complies with stringent director ownership guidelines; hedging/pledging prohibited.
- Shareholder support: Strong say-on-pay approval (95.5% in 2024) and robust director election support in 2025; indicates broad confidence in governance.
- Conflicts/related-party risk: No related-person transactions disclosed; robust Code of Ethics and Governance Committee oversight of conflict matters.
RED FLAGS
- None disclosed regarding attendance, hedging/pledging, or related-party transactions. Long tenure (director since 2016) warrants ongoing refreshment consideration, though Board shows active refreshment with additions in 2024–2025.