William Burns
OSHKOSHAbout William J. Burns
Independent director of Oshkosh Corporation since July 23, 2024; age 53. Chief Executive Officer of Zebra Technologies since 2023, with prior CEO roles at Embrane, Inc. (2014–2015) and Spirent Communications plc (2008–2013). Brings board-relevant expertise in innovation, sales, technology, executive leadership, cybersecurity, and global business operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zebra Technologies Corporation | Chief Executive Officer | 2023–present | Thought leadership in innovation, cybersecurity, global operations |
| Zebra Technologies Corporation | VP Enterprise Visibility & Mobility; Chief Products & Solutions Officer | 2015–2023 | Product/solutions leadership; enterprise visibility |
| Embrane, Inc. | Chief Executive Officer | 2014–2015 | Led VC-backed startup until acquisition by Cisco |
| Spirent Communications plc | Chief Executive Officer | 2008–2013 | Led global test and measurement solutions company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zebra Technologies Corporation | Director (public company board) | Not disclosed | Listed under Public Directorships |
| Spirent Communications plc | Former director | Not disclosed | Former public directorship |
| Embrane, Inc. | Former director | Not disclosed | Listed as former directorship |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 8 times in 2024 .
- Audit committee financial expert: Board determined Burns qualifies under SEC rules .
- Independence: Board determined he is independent under NYSE standards .
- Attendance: Board held 5 meetings and committees 16 in 2024; with the exception of one resigning director, each director attended 100% of Board and applicable committee meetings; all directors attended the 2024 virtual annual meeting; independent directors held 5 executive sessions led by the independent Chair .
- Director since: 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors, 2024) | $107,500 | Standard cash retainer |
| Committee membership fee (per committee, per year) | $13,500 | Audit/Human Resources/Governance |
| Audit Committee Chair retainer | $20,000 | Additional annual retainer |
| Human Resources Committee Chair retainer | $15,000 | Additional annual retainer |
| Governance Committee Chair retainer | $15,000 | Additional annual retainer |
| Chair of the Board additional retainer | $170,000 | Additional annual retainer |
| Burns—Fees Earned or Paid in Cash (2024) | $59,375 | Reflects service from July 23, 2024 |
Performance Compensation
| Equity Component | Grant Date | Shares | Grant Date Fair Value ($) | Vesting/Notes |
|---|---|---|---|---|
| Director stock award (upon appointment) | July 23, 2024 | 1,266 | 141,754 | Equity awards to non-employee directors; value computed per ASC 718; no options outstanding as of Dec 31, 2024 |
| Annual meeting grant (other non-employee directors) | 2024 Annual Meeting | 1,460 | Not individually enumerated | Reference point for equity program structure |
| Deferred compensation—above-market interest (Burns) | 2024 | — | 585 | Above-market interest on non-qualified deferred compensation; annual plan interest rates: 9.50% (Q1–Q3), 9.00% (Q4); 120% applicable long-term rates: 5.19%, 5.64%, 5.15%, 5.34 |
- Consultant: Mercer advised the Human Resources Committee; director stock award sizing approximately at the 50th percentile of non-employee director compensation data .
- Deferred Compensation Plan: Directors may defer cash and stock awards into fixed-income (prime +1%) or stock accounts; change-in-control triggers lump-sum payout of deferred balances .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock | Notes |
|---|---|---|---|
| Zebra Technologies Corporation | Current public directorship | None disclosed | Burns is CEO and listed as public director; no OSK-related transactions disclosed in proxy |
| Spirent Communications plc | Former public directorship | None disclosed | Prior role and former board service |
| Embrane, Inc. | Former directorship | None disclosed | Former role and board service |
- Related party/conflicts oversight: Governance Committee oversees related party transactions and conflicts; Code of Ethics mandates prompt disclosure and has a firm bias against waivers .
- No related person transactions involving Burns are disclosed in the proxy .
Expertise & Qualifications
- Innovation and technology leadership; executive leadership; cybersecurity oversight; global business operations .
- Board skill matrix indicates executive/leadership, innovation, cybersecurity, and other competencies across directors; Burns included among independent directors with these attributes .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Stock Units Beneficially Owned | Measurement Date |
|---|---|---|---|---|
| William J. Burns | 0 | <1% | 1,283 | As of Feb 27, 2025 (64,626,815 shares outstanding) |
- Ownership guidelines: Non-employee directors are encouraged to own ≥5x their annual cash retainer; achievement within 5 years of initial election. As of Feb 28, 2025, all independent directors have met the level or are within the 5-year window. Hedging and pledging of company stock are prohibited .
Governance Assessment
- Strengths: Independent director; Audit Committee member and designated audit committee financial expert; 100% attendance in 2024; robust engagement including executive sessions; equity compensation aligns director interests; anti-hedging/pledging policy and ownership guidelines reinforce alignment .
- Compensation mix: Balanced cash (retainer + committee fees) and equity (stock awards); no stock options outstanding for directors as of Dec 31, 2024; director equity sizing guided by Mercer at ~50th percentile, signaling market-typical structure .
- Conflicts: No related person transactions disclosed; formal oversight via Governance Committee and Code of Ethics reduces conflict risk .
- Shareholder signals: 95.5% say‑on‑pay approval in 2024 indicates broad investor support for compensation governance (executive program), indirectly supportive of board oversight quality .
- RED FLAGS: None observed in proxy specific to Burns—no pledging/hedging, no related-party transactions, full attendance, independent status .
Implication for investors: Burns’ technology and cybersecurity background, combined with Audit Committee financial expertise and strong attendance, supports board effectiveness in risk oversight and digital/operational transformation; compensation and ownership policies align director incentives while minimizing conflict risk .