Matthew Field
OSHKOSHAbout Matthew Field
Matthew A. Field, age 52, was appointed Executive Vice President and Chief Financial Officer of Oshkosh Corporation effective December 16, 2024, after serving as CFO & Treasurer of Joby Aviation and spending over 20 years at Ford Motor Company in senior finance roles including CFO—North America and CFO—Lincoln Motor Company . Oshkosh delivered strong 2024 operating results—revenue grew 11.1% to $10.73B, consolidated operating income rose 21% to $1.01B (9.4% margin), and diluted EPS increased 14% to $10.35—providing a favorable backdrop for pay-for-performance calibration and CFO incentive alignment . Field is the principal financial officer signing Sarbanes‑Oxley Section 302 and 906 certifications for OSK’s Q3 2025 Form 10-Q, indicating direct accountability for disclosure controls and internal control over financial reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Joby Aviation, Inc. | Chief Financial Officer & Treasurer | Mar 2021–Dec 2024 | Not disclosed |
| Ford Motor Company | CFO — North America | Oct 2018–Mar 2021 | Not disclosed |
| Ford Motor Company | Corporate General Auditor | Jan 2018–Oct 2018 | Not disclosed |
| Ford Motor Company | CFO — Lincoln Motor Company | Nov 2014–Dec 2017 | Not disclosed |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base salary earned ($) | $13,462 |
| Target bonus (%) | 90% of base salary |
| Threshold bonus (%) | 45% of base salary |
| Maximum bonus (%) | 180% of base salary |
| Actual annual cash incentive paid ($) | $39,089 |
| Sign‑on cash bonus ($) | $500,000 (to offset forfeited equity at prior employer) |
| Relocation/perquisites ($) | $12,963 moving & relocation; $3,143 tax reimbursement on relocation income |
| Defined contribution plan contributions ($) | $808 (qualified plan) |
Performance Compensation
Annual Cash Incentive (FY 2024 design and outcomes)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout ($) | Payout Level (% of Target) |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted Operating Income (OI) | 70% | $830M | $1,000M | $1,170M | $1,129M | $33,892 | 141.9% |
| Consolidated Free Cash Flow Conversion (FCFC) | 30% | 35.0% | 70.0% | 105.0% | 44.0% | $5,197 | 141.9% |
Notes:
- OI and FCFC measures were introduced/retained to align incentives with margins, cash conversion, and ROIC; definitions and adjustments are disclosed in the proxy .
Equity Awards
| Award Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 12/16/2024 | 45,409 | $4,500,032 | One-third annually over three years | One-time sign‑on grant to offset forfeited equity from prior employer |
Long-term incentive design (context for OSK NEOs in 2024; Field did not receive annual LTI PSUs in 2024) :
- Allocation: 50% RSUs, 50% performance shares (PSUs) .
- PSU measures and weights: Relative TSR (50.0%), Relative ROIC (30.0%), Sustainability (Global Female Leadership 6.8%, U.S. BIPOC Leadership 6.6%, Normalized GHG/CO2 Reduction 6.6%) with targets and periods as below .
| PSU Metric | Weight (of PSUs) | Target Band | Measurement Period |
|---|---|---|---|
| Relative TSR | 50.0% | 25th–75th percentile | 3 years ending Dec 31, 2026 |
| Relative ROIC | 30.0% | 25th–85th percentile | 11 quarters ending Sep 30, 2026 |
| Global Female Leadership Representation | 6.8% | 21.0%–23.0% | Dec 31, 2026 |
| U.S. BIPOC Leadership Representation | 6.6% | 9.0%–11.0% | Dec 31, 2026 |
| Normalized GHG/CO2 Reduction | 6.6% | 7.0%–10.0% | Dec 31, 2026 |
RSU policy features (context):
- RSUs vest one‑third each year; qualified retirement enables accelerated vesting but settlement stays on original schedule; qualified retirement defined as age ≥55 and ≥5 years of service .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Stock Units Beneficially Owned | Ownership Guideline (CFO) | Compliance Status | Hedging/Pledging Policy |
|---|---|---|---|---|---|---|
| Feb 27, 2025 | 0 | <1%* | 53,557 | 4× annual base salary | Yes (as of Feb 28, 2025) | Hedging and pledging prohibited |
Notes:
- OSK’s policy requires meeting ownership guidelines within five years; executives not meeting guidelines may be restricted from selling or exercising unless net proceeds are reinvested in common stock .
- “*” indicates less than 1% of outstanding shares .
Employment Terms
- Change-in-control severance (KEESA): If terminated other than for death, disability, or cause following a change in control, Field is entitled to 2× base salary and bonus, continued welfare benefits for 2 years, plus outplacement/legal; no Section 280G excise tax gross‑up; payments are reduced or paid in full with executive bearing tax depending on higher after‑tax benefit . Field will enter a two‑year KEESA and participate in the Executive Severance Policy as CFO .
- Clawback: Company must recover erroneously awarded incentive compensation tied to financial reporting if a restatement is required under SEC rules .
- Insider trading, hedging, pledging: Prohibited for directors, officers, and employees; includes derivatives and exchange funds .
- Equity grant timing: Annual grants at February HR Committee meeting; newly hired/promoted executives receive grants effective on date of hire/promotion .
Compensation Structure Analysis
- Mix and risk: OSK emphasizes variable, performance‑driven compensation; in aggregate, ~77% of other NEO compensation was variable in 2024, with measures centered on OI, FCFC, TSR, and ROIC .
- Peer benchmarking: HR Committee uses Mercer analysis and a 16‑company peer group (e.g., Parker-Hannifin, Ingersoll Rand, TransDigm, Xylem) to set competitive targets; 2024 kept this peer group and introduced FCFC in place of DNWC to reinforce cash conversion focus .
- Governance signals: OSK avoids single‑trigger CIC features and excise tax gross‑ups; requires minimum stock ownership; maintains clawback and anti‑hedging/pledging policies .
Performance & Track Record (Company context relevant to CFO role)
- 2024 financial performance: Revenue +11.1% to $10.73B; consolidated OI +21% to $1.01B (9.4% margin); diluted EPS +14% to $10.35; year‑end backlog $14.7B . 2024 highlights included NGDV low‑rate production, AUSA acquisition, and adding Field as CFO .
- Annual incentive outcomes (company measures): Consolidated OI actual $1,129M and FCFC 44.0% supported above‑target payouts for corporate NEOs .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 95.5% support at 2024 Annual Meeting for 2023 NEO compensation; OSK maintained its compensation program structure in 2024 reflecting strong investor support .
Investment Implications
- High alignment, low pledging risk: Field is in compliance with a 4× salary stock ownership guideline, and OSK prohibits hedging and pledging—reducing alignment risks and curbing leverage‑related selling pressures .
- Retention secured via multi‑year RSUs: The $4.5M sign‑on RSU grant (45,409 units) vests one‑third annually over three years, explicitly designed to offset forfeited equity—suggesting near‑term retention stability and staggered vest‑related supply over 2025–2027 .
- Incentives tied to cash and margins: Annual bonus weightings (70% OI; 30% FCFC) and PSU metrics (TSR, ROIC, sustainability) support disciplined margin expansion and cash conversion, aligning CFO decision‑making with shareholder value drivers .
- Balanced CIC protection without gross‑ups: Two‑times salary+bonus severance under KEESA with no 280G gross‑ups and established clawback policy limits shareholder‑unfriendly outcomes while preserving executive retention through change‑of‑control scenarios .
- Watch perquisite tax reimbursements: Modest tax reimbursements on relocation (and for some executives, annual physicals) exist; while not material, they warrant monitoring for governance optics versus broader policy consistency .