Mahesh Narang
OSHKOSHAbout Mahesh Narang
Executive Vice President and President, Access Segment at Oshkosh (joined November 13, 2023); age 49, previously senior leader at Cummins (President – Components; President – Cummins Emission Solutions). Under his leadership, the Access segment delivered 2024 adjusted operating income of $820M and FCFC of 80.8%, while Oshkosh reported record 2024 revenue of $10.73B, operating income of $1.01B and diluted EPS of $10.35 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cummins Inc. | President – Components | 2021–Oct 2023 | Led global Components strategy and operations across filtration, aftertreatment, turbochargers, electronics, fuel systems, transmissions, axles, drivelines, brakes and suspension systems |
| Cummins Inc. | President – Cummins Emission Solutions | 2017–2021 | Ran global designer/integrator/manufacturer of exhaust aftertreatment systems and components |
| Cummins Inc. | Various roles of increasing responsibility | 2003–2017 | Progressive leadership across operations and product businesses |
| Oshkosh Corporation | EVP & President, Access Segment | Nov 2023–present | Segment leader; Access segment OI $820M and FCFC 80.8% in 2024 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MOOG Inc. | Director | Current | Public company board service; industry insights in motion/control technologies |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 83,654 | 725,001 |
| Target Bonus % of Base | 80% | 80% |
| Base Salary Adjustment (%) | N/A (new hire) | 0.0% (maintained) |
| Non-Qualified Exec Retirement Plan – Company Contribution ($) | — (not earned in 2023) | 26,786 |
| 401(k)/Qualified DC Plan Contribution ($) | 4,183 | — (not disclosed separately for 2024) |
Performance Compensation
2024 Annual Cash Incentive – Structure and Outcomes
| Metric | Weighting | Target | Actual | Component Payout ($) | Vesting |
|---|---|---|---|---|---|
| Consolidated Adjusted Operating Income | 25% | $1,000M | $1,129M | 254,910 | Annual cash (paid following year-end) |
| Access Segment Adjusted Operating Income | 50% | $780M | $820M | 390,340 | Annual cash |
| Access Segment Free Cash Flow Conversion | 25% | 80.0% | 80.8% | 150,800 | Annual cash |
| Total Payout ($) | — | — | — | 796,050 (137.3% of target) | Annual cash |
Long-Term Incentive Design (2024 Grants)
| Incentive Type | Metric | Weighting | Target Definition | Vesting |
|---|---|---|---|---|
| Performance Shares | Relative TSR | 25% | 50th percentile of S&P MidCap 400 TSR over 3 years; 0–200% payout scale | 3-year performance; cliff vest (pro-rata on qualified retirement) |
| Performance Shares | Relative ROIC | 15% | 50th percentile vs defined ROIC comparator group over 3 years; 0–200% payout scale | 3-year performance; cliff vest |
| Performance Shares | Sustainability scorecard | 10% | Female (Director+): 22.0% target; U.S. BIPOC (Director+): 10.0% target; GHG intensity reduction: (8.25)% target; 0–200% payout scales | 3-year performance; cliff vest |
| Restricted Stock Units (RSUs) | Stock price-linked | 50% | Time-based, ties to share price | Vests one-third annually over 3 years; accelerated on qualified retirement (pro-rata if <1 year), settles per schedule |
2024 Grants of Plan-Based Awards (Mahesh Narang)
| Item | Threshold | Target | Maximum | RSUs (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Equity Incentive Plan Awards (PSUs – total) (#) | 3,908 | 7,816 | 15,632 | 8,974 | 1,950,165 |
Equity Ownership & Alignment
| Metric | As of |
|---|---|
| Shares Beneficially Owned | 15,903 (less than 1%) |
| Stock Units Beneficially Owned (RSUs/Deferred) | 36,597 |
| Unvested RSUs (#) and Market Value ($) | 30,546; $2,904,008 |
| Unearned PSUs (#) and Payout Value ($) | 11,611; $1,103,858 |
| Stock Options | None disclosed for Narang; no option awards outstanding |
| Ownership Guideline | 3x base salary for EVPs; in compliance as of Feb 28, 2025 |
| Hedging/Pledging | Prohibited by company policy; no pledging allowed |
Employment Terms
| Provision | Key Terms | Specific 2024 Quantifications |
|---|---|---|
| Employment Agreement | None; standard NEO policies apply | — |
| Executive Severance Policy (non-CIC) | If terminated without cause or for good reason: approximately 1x salary + target bonus; pro-rata current-year bonus; welfare benefits | Cash termination payment $1,305,000; continued benefits $19,795; outplacement $108,750; legal $5,000; pro-rata bonus $796,050; total pre-tax $2,120,845 (involuntary termination) |
| Change-in-Control (KEESA) | Double-trigger; 2x base salary + bonus; continued benefits for 2 years; outplacement/legal; no 280G tax gross-up (best-net or cutback) | CIC-only totals (no termination): $3,878,365; CIC + termination totals: $7,425,143 (includes RSU/PSU acceleration values) |
| Clawback | SEC/NYSE-compliant recovery policy for erroneously awarded incentive compensation upon restatement | |
| Start Date & Tenure | Joined OSK November 13, 2023; EVP & President, Access Segment |
Investment Implications
- Strong pay-for-performance linkage: 2024 annual incentive drove above-target payout (137.3%) on segment OI and FCFC, aligning with Access margin (16.0%) and cash conversion execution; LTI mix balances TSR/ROIC with sustainability goals .
- Retention risk appears low near term: substantial unvested RSUs ($2.9M) and PSUs ($1.1M) plus standard severance/CIC protections; prohibited hedging/pledging and ownership guidelines support alignment .
- Insider selling pressure: RSUs vest one-third annually (time-based), suggesting a measured cadence of deliveries; no options outstanding mitigates additional exercise-driven supply .
- Execution context: Access is the most global segment and thus most exposed to tariff/supply chain costs; continued focus on sourcing/negotiation mitigations is key for margins under Narang’s leadership .
- Corporate backdrop: Oshkosh delivered record 2024 results (revenue $10.73B, OI $1.01B, EPS $10.35) and maintained high say-on-pay support (95.5%), supporting incentive credibility and investor confidence .