Brice Poplawski
Senior Vice President and Chief Financial Officer at PCAR
Executive
About Brice Poplawski
Brice J. Poplawski is Senior Vice President and Chief Financial Officer of PACCAR Inc, effective June 2, 2025; he previously served as Vice President and Controller since June 2023, and has 27 years at PACCAR, primarily in the Controllers organization. He is 61, a Certified Public Accountant, and holds a B.S. in Accounting (Central Michigan University) and an MBA (University of Washington) . Company performance context: PACCAR reported 2024 net sales and revenues of $33.66 billion, net income of $4.16 billion, 12.4% after‑tax return on revenues, and delivered a total stockholder return of 11% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PACCAR Inc | Senior Vice President & Chief Financial Officer (Principal Financial Officer) | Jun 2, 2025–present | Principal Financial Officer; executed SOX 302 and 906 certifications on Q2 and Q3 2025 10‑Qs, reinforcing disclosure controls and ICFR effectiveness . |
| PACCAR Inc | Vice President & Controller (Authorized Officer & Chief Accounting Officer) | Jun 2023–May 2025 | Authorized officer and Chief Accounting Officer on Q1 2025 10‑Q; oversight of financial reporting and accounting policies . |
| PACCAR Inc | Controllers Organization (positions of increasing responsibility) | 27‑year tenure (as of Apr 2025) | Progressive leadership across divisions within Controllers, underpinning deep operational finance expertise . |
External Roles
No external public company directorships were disclosed in the April 2, 2025 appointment 8‑K biography .
Fixed Compensation
- PACCAR does not use individual employment contracts; base salaries are set around market median and reviewed every 12–24 months .
- Executive pay mix balances salary with annual cash and long‑term equity/cash incentives; incentive‑based pay (pay‑for‑performance) is emphasized .
Benchmark for CFO role (FY2024 structure under prior CFO):
| Compensation Element | Target as % of Base Salary | Notes |
|---|---|---|
| Annual Incentive Cash (IC) – Target | 95% | Payout uses net income and business unit/leadership goals with a sliding scale . |
| Long‑Term Cash (LTIP) | 110% | 3‑year cycle versus peers on four metrics (Net Income change, ROS, ROC, TSR) . |
| Stock Options | 400% | Annual grants post Q4 earnings; 3‑year cliff vest on Jan 1 of year 3; 10‑year term . |
| Restricted Stock/RSUs | 120% | Granted if annual performance goal met; 25% vesting tranches over ~3 years . |
Performance Compensation
Annual IC mechanics (FY2024 program design):
| Metric | Target/Threshold/Max | Actual | Weighting (CFO role) | Payout Scale |
|---|---|---|---|---|
| Company Net Income (primary) | Target $3.7B; Threshold $2.8B; Max $4.9B | $4.16B | 40% of IC for CFO | <70% achievement=0%; 70%=40%; 85%=70%; 100%=100%; 115%=130%; 130%=160%; ≥140%=200% . |
| Business Unit Profit | Company‑set goals | Not disclosed by unit | 30% of IC for CFO | Same sliding scale as above . |
| Business Leadership | Qualitative objectives | Not disclosed | 30% of IC for CFO | Same sliding scale as above . |
FY2024 IC result (benchmark under prior CFO): Award achieved was 112.5% of target for the CFO position in 2024 based on goal attainment mix .
Long‑Term Incentive Cash (2024–2026 cycle, CFO weighting and payout mechanics):
| Metric | Weight (CFO) | Target Definition | Payout Scale |
|---|---|---|---|
| Company Performance Goal (3‑yr vs peers: Net Income change, ROS, ROC, TSR) | 50% | Above at least half of peer set for target; max if above all peers | <75%=0%; 75%=50%; 100%=100%; 125%=150%; ≥150%=200% of target . |
| Business Unit Profit | 30% | 3‑yr unit profitability goals | Same cycle scale . |
| Business Leadership | 20% | Strategic/leadership objectives | Same cycle scale . |
Restricted Stock/RSUs performance gate and vesting:
- Annual performance goal for 2024 awards was ≥5% after‑tax return on revenue; goal was achieved, and grants were approved February 3, 2025 with 25% tranches vesting thereafter .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5× base salary; other Named Executive Officers 3×; other executive officers 1×; 3‑year period to attain, with retention of all vested awards and ≥50% of after‑tax option exercise shares until compliant. As of Jan 1, 2025, all executive officers either achieved thresholds or were within allowed time .
- Hedging and pledging of PACCAR stock are prohibited for directors and executive officers; no buying on margin .
- Beneficial ownership for Poplawski was not itemized in the March 19, 2025 stock ownership table (he was not listed among directors/NEOs at that record date) .
Employment Terms
- No employment contracts, excise tax gross‑ups, or significant perquisites for executive officers; separation pay plan provides up to six months of base salary for U.S. salaried employees upon job elimination (executives eligible on same terms) .
- Change‑in‑control: Immediate vesting of restricted stock/RSUs; Committee has discretion to accelerate unvested options; maximum IC and LTIP cash payouts may apply per program terms; deferred compensation paid immediately post‑CIC under policy .
- Clawback: Complies with SEC/Nasdaq Rule 10D‑1; Board may recover incentive compensation beyond minimum if fraud causes a restatement; misconduct can lead to termination for cause and forfeiture of unpaid compensation .
- Deferred Compensation Plan: Optional deferral of IC/LTIP cash into income or stock unit accounts; Section 409A compliant; payout elections in lump sum or installments .
Performance & Track Record
- CFO appointment and governance: Promoted to SVP & CFO effective June 2, 2025; age 61; CPA with long‑tenured controllers background; Q2/Q3 2025 certifications under SOX 302/906 reflect accountability for controls and fair presentation .
- Strategic communications: As CFO, guided investors to 2025 capital expenditures of $750–$800 million and R&D of $450–$480 million, and 2026 ranges of $725–$775 million capex and $450–$500 million R&D; underscored investments in clean diesel, alternative powertrains, connected services, manufacturing, and ADAS .
- Risk oversight context: 2025 8‑K disclosed an additional $350.0 million pre‑tax charge related to EC litigation claims, with reconciliation to adjusted non‑GAAP net income and EPS; CFO was signatory on the related earnings 8‑K .
Compensation Committee Analysis
- Committee composition (independent): K. S. Hachigian (Chair), C. A. Niekamp, L. A. S. Pretti, G. Ramaswamy; five meetings in 2024 .
- Consultant: Mercer advised on competitiveness; assessed risk; no conflicts identified; salary structure midpoints adjusted to market median for 2025 .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 94% in favor .
- 2025 annual meeting outcomes: Item 2 (say‑on‑pay) approved (430,942,525 For; 27,601,495 Against; 3,190,670 Abstentions); Item 4 (golden parachute vote proposal) failed (145,604,574 For; 311,616,163 Against; 4,513,953 Abstentions) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; underwater option buy‑outs prohibited; no option repricing or backdating; equity awards granted on predetermined annual dates post‑earnings release .
- Legal exposure: EC‑related civil litigation charge updated with $350.0 million pre‑tax in Q1 2025; non‑GAAP adjustments disclosed to aid comparability .
- No executive employment contracts or tax gross‑ups, limiting parachute risk; separation plan applies broadly rather than executive‑specific packages .
Investment Implications
- Alignment: The CFO role is embedded in a conservative, pay‑for‑performance design with heavy weighting to company net income and 3‑year peer‑relative metrics, and stringent ownership and no‑hedging/pledging policies—reducing misalignment risk .
- Retention and vesting dynamics: 3‑year cliff vesting on options and multi‑tranche RSU vesting create retention hooks; separation plan is modest; CIC terms accelerate equity but within disciplined program limits—low severance inflation risk .
- Execution signals: Poplawski’s controllers pedigree, CPA credential, and timely SOX certifications, combined with clear capex/R&D guidance and disclosure on legal matters, point to disciplined financial stewardship; monitor 2025 proxy for his first NEO disclosure (salary, targets, grants) to update pay‑for‑performance and ownership analyses .