Sandra Rowland
OSHKOSHAbout Sandra E. Rowland
Independent director of Oshkosh Corporation since 2018; age 53. Former public-company CFO (Xylem Inc. 2020–Oct 2023; Harman International 2015–2020) and currently Senior Advisor to Xylem (since Oct 2023). Designated an SEC “audit committee financial expert,” with deep experience in finance, M&A, risk management, international operations, and integrating sustainability into corporate strategy .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xylem Inc. | Senior Advisor | Oct 2023–present | Public water technology company |
| Xylem Inc. | Senior Vice President & CFO | 2020–Oct 2023 | Finance leadership at public issuer |
| Harman International Industries | EVP & CFO | 2015–2020 | Led acquisitions; instrumental in Samsung’s acquisition of Harman (2017) |
| Harman International Industries | Corp. Development & Investor Relations | 2012–2014 | Strategy and capital markets roles |
| Eastman Kodak Company | Accounting & Finance roles | 2000–2012 | Progressively senior finance roles |
| PricewaterhouseCoopers LLP | Assurance | 1993–2000 | Foundational audit/finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amentum Holdings, Inc. | Director | Not disclosed | Public company directorship per proxy biography |
Board Governance
- Committee assignments: Audit Committee (member), Human Resources Committee (member); not a committee chair .
- Audit committee financial expert designation under SEC rules .
- Independence: Board determined all non-employee nominees (including Rowland) are independent under NYSE standards .
- Attendance: Board held 5 meetings and committees 16 in 2024; each director (except one who resigned) attended 100% of their meetings . Independent directors held five executive sessions in 2024 .
- Governance structure: Independent Chair (separate from CEO) mandated by bylaws; proxy access; majority voting resignation policy; shareholder right to call special meetings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $124,500 | $134,500 |
- Director cash structure: Annual retainer $107,500; $13,500 per committee; Audit Chair +$20,000; Governance and Human Resources Chairs +$15,000; Chair of the Board +$170,000 .
Performance Compensation
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Shares granted to non-employee directors | 2,047 shares | 1,460 shares |
| Stock Awards (grant-date fair value, $) | $160,014 | $170,061 |
- Deferrals: Directors may defer fees and stock awards; fixed-income account credits interest at prime +1%; stock account treated as invested in OSK stock; lump sum or up to 10 annual installments; change-in-control triggers lump-sum payout of deferred accounts .
- Ownership alignment: Director stock ownership guideline = 5x annual cash retainer; all independent directors met or are within five years of initial election; hedging and pledging of company stock prohibited .
Other Directorships & Interlocks
| Entity | Relationship to OSK | Potential Interlock/Conflict Commentary |
|---|---|---|
| Amentum Holdings, Inc. | Unrelated public company | Operates in government services adjacent to defense; OSK has defense contracts. No related-party transactions disclosed; Governance Committee oversees conflicts policy . |
Expertise & Qualifications
- Public-company CFO and audit expertise; designated audit committee financial expert .
- International business, risk management, M&A; sustainability integration into corporate strategy .
- Human capital and compensation oversight via HR Committee service .
Equity Ownership
| Metric | 2024 (record date Feb 29, 2024) | 2025 (record date Feb 27, 2025) |
|---|---|---|
| Shares Beneficially Owned | 9,322 | 10,782 |
| Stock Units Beneficially Owned | 0 | 0 |
| Shares Outstanding (for % calc) | 65,577,213 | 64,626,815 |
- Ownership as % of shares outstanding: approximately 0.014% (2024) and 0.017% (2025), based on shares held vs shares outstanding .
- No director or NEO pledged shares; Section 16(a) filing compliance reported for 2024 .
Governance Assessment
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Board effectiveness: Strong—Rowland is an experienced former CFO, audit financial expert, with 100% attendance and service on Audit and HR committees. No committee chair role currently, but composition supports robust oversight .
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Alignment and incentives: Balanced director pay mix (cash + equity) with guideline requiring 5x cash retainer ownership and prohibition on hedging/pledging—supports shareholder alignment .
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Conflicts and related-party risk: No related-party transactions disclosed; comprehensive Code of Ethics requires prompt disclosure and oversight; Governance Committee monitors conflicts . External board at Amentum introduces defense-adjacent exposure but no specific transactions disclosed with OSK .
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Shareholder confidence signals: Strong say-on-pay support (95.5% in 2024; 96.7% in 2023), rigorous clawback policy for executive incentives, independent compensation consultant (Mercer) with independence affirmed .
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RED FLAGS: None identified specific to Rowland—no hedging/pledging, no related-party exposure disclosed, full attendance, independent status .
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Year-over-year director pay shift: For Rowland, cash increased from $124,500 (2023) to $134,500 (2024); equity fair value increased from $160,014 to $170,061—consistent with board-wide retainer increase and annual equity grant practices at ~50th percentile per Mercer .