Michael Pack
OSHKOSHAbout Michael Pack
Executive Vice President and President, Vocational Segment at Oshkosh Corporation; served as CFO through December 15, 2024 before transitioning to the segment president role on June 3, 2024 . Under his finance leadership, Oshkosh delivered record 2024 revenue of $10.73B (+11.1% YoY), operating income of $1.01B (+21% YoY), and diluted EPS of $10.35 (+14% YoY) . Company three‑year TSR for 2022–2024 ranked at the 33rd percentile (payout 66% of target), while relative ROIC measured at 30.49% (63rd percentile; payout 138% of target) . 2024 segment results relevant to Pack’s role included Vocational OI at $445M vs $340M target and FCFC at 93.7% (target 90%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oshkosh Corporation | Executive Vice President & CFO | 2021–2024 | Finance leadership during period culminating in record 2024 revenue, OI and EPS |
| Oshkosh Corporation | Executive Vice President & President, Vocational Segment | 2024–present | Led Vocational segment performance; 2024 OI $445M vs $340M target and FCFC 93.7% |
External Roles
No external directorships or board roles disclosed for Michael Pack in the available filings.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $561,002 | $608,471 | $687,247 |
| Target Bonus % of Salary | Not disclosed for 2022 | 80% | 90% (increased from 80%) |
| Actual Annual Incentive ($) | $68,397 | $883,875 | $888,987 |
| Stock Awards Granted ($, grant-date fair value) | $1,255,331 | $1,500,244 | $2,250,352 |
Performance Compensation
Annual Cash Incentive – 2024 Design and Results
Pack had two measurement frameworks in 2024: consolidated measures while serving as CFO through Dec 15, and segment measures after becoming Vocational President.
-
CFO period (Consolidated):
- Consolidated OI: Weight 70%; Threshold $830M; Target $1,000M; Max $1,170M; Actual $1,129M
- Consolidated FCFC: Weight 30%; Threshold 35.0%; Target 70.0%; Max 105.0%; Actual 44.0%
-
Vocational President period (Segment):
- Vocational OI: Weight 50%; Threshold $295M; Target $340M; Max $385M; Actual $445M
- Vocational FCFC: Weight 25%; Threshold 70.0%; Target 90.0%; Max 110.0%; Actual 93.7%
- Consolidated OI component remained at 25% for segment presidents
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Notes |
|---|---|---|---|---|---|---|
| Consolidated OI (CFO period) | 70% | $830M | $1,000M | $1,170M | $1,129M | Achieved > target |
| Consolidated FCFC (CFO period) | 30% | 35.0% | 70.0% | 105.0% | 44.0% | Below target |
| Consolidated OI (segment period) | 25% | $830M | $1,000M | $1,170M | $1,129M | Achieved > target |
| Vocational OI | 50% | $295M | $340M | $385M | $445M | Above max |
| Vocational FCFC | 25% | 70.0% | 90.0% | 110.0% | 93.7% | Above target |
Total payout under the annual plan for Pack: $888,987 (143.3% of target) .
Long-Term Incentives – Structure and Outcomes
- Mix: 50% RSUs; 50% performance shares split among Relative TSR (25%), Relative ROIC (15%), Sustainability scorecard (10%) .
- Pack’s LTI grant values: $1,500,244 (2023) and $1,750,275 (2024) .
Performance share outcomes for the 2022–2024 cycle:
| Measure | Three-Year Performance | Payout vs Target | Pack Payout ($) |
|---|---|---|---|
| Relative TSR (vs S&P MidCap 400) | 33rd percentile | 66% | $153,930 |
| Relative ROIC (vs comparator group) | 63rd percentile | 138% | $254,417 |
| Sustainability (GHG normalized for sales) | 26.2% reduction (max) | 200% | $80,473 |
| Sustainability (Female/BIPOC representation) | Below threshold | 0% | $0 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficially owned shares | 32,028 (<1% of shares outstanding) |
| Stock units beneficially owned (incl. RSUs and deferred units) | 21,008 |
| Options outstanding (historical, as of FY2022) | 2,025 @ $86.59 exp. 11/20/27; 4,025 @ $66.09 exp. 11/19/28; 2,025 @ $90.28 exp. 11/18/29 |
| Stock ownership guideline | 3x base salary (reduced from 4x with role change on Dec 16, 2024); in compliance |
| Hedging/pledging | Prohibited by policy |
RSU Vesting Schedule (Unvested units as of Dec 31, 2024)
| Vesting Date | Units |
|---|---|
| 2/19/2025 | 2,717 |
| 2/20/2025 | 2,827 |
| 2/21/2025 | 1,966 |
| 2/19/2026 | 2,718 |
| 2/20/2026 | 2,827 |
| 2/19/2027 | 2,719 |
| 7/22/2027 (cliff grant) | 4,597 |
Performance Share Vesting Windows (held at 12/31/2024)
Indicative targets by tranche for Pack based on assumed performance outcomes provided (TSR 2025/2026; ROIC max in 2025/2026; Sustainability thresholds/targets): counts by category shown in the filing (e.g., TSR tranches 12/31/25: 3,505; 12/31/26: 3,045; ROIC tranches 12/31/25: 5,119; 12/31/26: 4,928) .
Employment Terms
Severance (non‑CIC)
- Executive Severance Policy: one year salary + target annual incentive, prior-year bonus if not paid, pro‑rata current-year bonus, and welfare benefits if terminated without cause or for good reason (subject to release) .
Change‑in‑Control (KEESA)
- Multiple: 2x base salary and bonus; continued welfare benefits for 2 years; outplacement and legal support; no 280G tax gross‑up; “best‑net” approach (cut to avoid excise or pay full) .
Potential Payments (as of 2/28/2025 illustration)
| Scenario | Cash Termination | Insurance | Outplacement | Legal | Unvested Perf Shares | Unvested RSUs | Pro‑rata Annual Incentive | Total Pre‑tax |
|---|---|---|---|---|---|---|---|---|
| Death | — | — | — | — | $805,843 | $1,936,671 | — | $2,742,514 |
| Disability | — | — | — | — | $805,843 | $1,936,671 | — | $2,742,514 |
| Retirement | — | — | — | — | — | — | $888,987 | $2,228,807 |
| Involuntary Termination (non‑CIC) | $1,320,215 | $19,605 | — | — | — | — | $620,215 | $3,625,534 |
| CIC + Termination | $3,167,750 | $52,029 | $105,000 | $5,000 | $1,068,648 | $1,936,671 | $620,215 | $6,955,313 |
Other Key Policies
- Clawback: recovery of erroneously awarded incentive comp upon required accounting restatement .
- Grant timing: annual February grants; no timing around MNPI .
- Perquisites: limited; personal aircraft use primarily for CEO; executives eligible for comprehensive physicals and relocation benefits (with tax reimbursements) .
Investment Implications
- Pay‑for‑performance alignment: High—majority of Pack’s compensation is at‑risk via OI/FCFC annual metrics and multi‑year TSR/ROIC/sustainability PSUs; 2024 payout of 143% of target driven by over‑achievement in OI and segment cash conversion .
- Retention vs. selling pressure: Multiple RSU tranches vest annually through 2027, including a 4,597‑unit cliff vest in July 2027; expect predictable vest‑related Form 4 activity near 2/19–2/21 each year and 7/22/2027, potentially creating minor insider selling pressure windows .
- Ownership alignment: In compliance with 3x salary stock ownership guideline (post‑role change), with prohibition on hedging/pledging—positive for alignment and governance risk .
- Change‑in‑control economics: 2x salary+bonus and accelerated equity imply meaningful CIC protection; while shareholder‑friendly (no gross‑up), total illustrated benefits approach $7.0M, reducing departure risk but raising takeover‑related dilution considerations .
- Company execution backdrop: Strong 2024 fundamentals (record revenue/earnings; backlog $14.7B) and segment over‑performance support incentive realizations; three‑year TSR lagging peers but ROIC outperforming—mixed signal for equity holders .
- Say‑on‑pay and governance: 95.5% support in 2024; independent comp consultant (Mercer) and clawback policy reduce governance risk .