C. Michael Dozier

About C. Michael Dozier

C. Michael Dozier is Executive Vice President at PACCAR (since January 2023), previously Senior Vice President (2020–2022) and Vice President & General Manager of Kenworth (2016–2019) . He is age 59 per PACCAR’s FY2024 Form 10-K and has been a senior leader across truck operations and corporate functions . During his tenure, PACCAR delivered $33.66B net sales and revenues and $4.16B net income in 2024, with 11% total shareholder return, and long-term returns exceeding the S&P 500 across multi-decade periods .

Past Roles

Organization	Role	Years	Strategic Impact
PACCAR	Executive Vice President	Jan 2023–present	Enterprise-wide leadership; Named Executive Officer in pay-for-performance programs tied to net income, ROS, ROC, TSR
PACCAR	Senior Vice President	Jan 2020–Dec 2022	Led business unit profit and leadership goals used in LTIP; focus areas included Kenworth and PACCAR Australia
PACCAR	Vice President (Corporate)	Aug 2019–Dec 2019	Transition from Kenworth GM into corporate executive track
Kenworth (PACCAR)	Vice President & General Manager	Apr 2016–Jul 2019	Ran Kenworth operations; foundation for subsequent business unit profit metrics in incentives

Fixed Compensation

Multi-year summary compensation (USD):

Component	2022	2023	2024
Salary ($)	635,769	674,038	713,462
Stock Awards (Restricted Stock/RSUs) ($)	528,000	816,750	865,150
Option Awards ($)	189,032	512,148	574,488
Non-Equity Incentive Plan Compensation ($)	1,353,964	1,730,400	813,956 (IC) ; +$708,000 LTIP 2022–2024 (8‑K update)
Change in Pension Value & Deferred Comp Earnings ($)	0	1,385,504	459,082
All Other Compensation ($)	15,250	16,500	17,250
Total ($)	2,722,015	5,135,340	4,151,388 (updated to include LTIP)

Additional fixed-pay context:

2024 base salary increase approved by Compensation Committee: +5.9% for Dozier .
Non-cash perquisites are minimal (below $10K threshold for NEOs) .

Performance Compensation

Annual Incentive (IC) – 2024:

Structure: Target award 80% of base salary; weighted 40% Company Profit Goal, 30% Business Unit Profit, 30% Leadership .
Company performance metric: Net income (not EBITDA); 2024 target $3.7B; threshold $2.8B; max $4.9B; actual $4.16B .
Dozier payout: 142.3% of target; achieved 140% of business unit profit goals and 100% leadership goals (majority tied to company net income performance) .

Long-Term Incentive Plan (LTIP) – Cash Awards:

Metrics (equal weight): 3-year change in net income, return on sales, return on capital, and TSR vs peer group; 2024–2026 weights for Dozier: 50% Company Performance Goal, 25% Business Unit Profit, 25% Leadership .
Payout scale: <75% = 0%; 75% = 50%; 100% = 100%; 125% = 150%; ≥150% = 200% of target .
Most recent completed cycle (2021–2023): Company ranked 3rd among 11 peers; Company Performance Goal payout 160%; Dozier overall LTIP payout 162.5% of target .

Equity Awards and Vesting:

2024 Option Grant: 28,610 options at $104.16; granted Feb 5, 2024; vests Jan 1, 2027; expires Feb 5, 2034 .
2024 Restricted Equity Rights: Target $786,500; max $865,150; settled Feb 3, 2025 into 7,370 restricted shares/RSUs valued at $804,288 (closing price $109.13) with 25% vest after first anniversary and 25% each Jan 1 thereafter .

Equity Ownership & Alignment

Beneficial ownership and holdings (as of Mar 4, 2025):

Beneficially owned shares: 101,761 (includes SIP, RSUs, and options exercisable within 60 days) .
Shares outstanding: 524,934,768 .
Ownership as % of shares outstanding: ~0.019% (computed from 101,761 / 524,934,768) .
Breakdown (as footnoted):
- SIP shares: 19,659 (sole voting/investment power) .
- RSUs to be settled in common stock: 11,669 .
- Options exercisable within 60 days: 40,176 .

Outstanding awards (Dec 31, 2024):

Unvested RSUs/Stock Awards and market value:
- 1,949 units; $202,735 .
- 4,004 units; $416,496 .
- 6,211 units; $646,068 .
Options:
- Exercisable: 20,682 @ $61.26 (vested 1/1/2024; exp 2/2/2031); 19,494 @ $62.87 (vested 1/1/2025; exp 2/7/2032) .
- Unexercisable: 38,900 @ $71.95 (vests 1/1/2026; exp 2/8/2033); 28,610 @ $104.16 (vests 1/1/2027; exp 2/5/2034) .
2024 equity activity: 0 options exercised; 7,562 shares/RSUs vested (value $765,849) .
Ownership guidelines: NEOs must hold ≥3x base salary; executives not yet compliant must retain vested awards and 50% of post-tax option exercises; as of Jan 1, 2025 all executives either met or are within allowed time .
Hedging and pledging: Prohibited for directors and executive officers .

Employment Terms

Contract and severance:

No employment agreements, severance agreements, or golden parachute contracts for NEOs; broad separation pay plan provides up to 6 months of base salary for U.S. salaried employees in restructuring/RIF scenarios (NEOs eligible on same terms) .
Clawback: Company will recover excess incentive comp after restatements; may claw back incentive comp if fraud causes restatement, in addition to SEC/Nasdaq rules .

Change in control and termination economics (scenario values as of 12/31/2024):

Retirement (over age/years thresholds): IC payment, prorated LTIP cash, and vesting of all outstanding restricted stock/RSUs; stock options vest/prorate per age/service rules .
Dozier estimated payments:
- Retirement: IC $813,956; LTIP cash $480,000 (target for incomplete cycle, prorated); RSUs/restricted stock $1,265,299; Total $2,559,255 .
- Death: IC $813,956; LTIP cash $1,168,333 (prorated); RSUs/restricted stock $1,265,299; Total $3,247,588 .
- Change in control: IC $1,144,000 (max for 2024); LTIP cash $2,336,667 (max including prorations); RSUs/restricted stock $1,265,299; Total $4,745,966; Committee has discretion to immediately vest all unvested options (value of unvested options for Dozier: $2,049,765) .
Excise tax gross-ups: None for executive officers .

Performance Compensation – Detailed Table

Program	Metric	Weight	Target	Actual	Payout	Vesting
Annual IC (2024)	Company Net Income	40%	$3.7B target; threshold $2.8B; max $4.9B	$4.16B	142.3% overall for Dozier; business unit profit 140%; leadership 100%	Cash, paid in 2025
LTIP Cash (2024–2026 cycle)	3-year Δ Net Income, ROS, ROC, TSR vs peers	50% Company; 25% BU Profit; 25% Leadership	Above ≥50% of peers yields target; max if above all peers	In-cycle	0–200% scale (<75%=0%; 100%=100%; ≥150%=200%)	Cash at cycle end (with plan funding limits)
LTIP Cash (2021–2023 cycle, paid 2024)	Company peer rank	—	Rank 3/11 peers → 160% Company component	Achieved	Dozier overall 162.5%	Cash (paid April–May 2024)

Equity Award Grant Details (2024)

Award	Grant Date	Quantity/Value	Exercise/Settlement	Vesting	Expiration
Stock Options	Feb 5, 2024	28,610 options	$104.16 strike	Full vest Jan 1, 2027	Feb 5, 2034
Restricted Equity Rights (settled as shares/RSUs)	Feb 3, 2025 (for 2024 performance)	7,370 units; $804,288 at $109.13 close	Share/RSU settlement	25% after first anniversary; 25% each Jan 1 thereafter	N/A

Compensation Peer Group and Say-on-Pay

Peer group used for performance and pay benchmarking: PACCAR, AGCO, Caterpillar, Cummins, Daimler Truck, Deere, Eaton, Iveco, Oshkosh, Terex, TRATON, AB Volvo .
Say-on-Pay support: 94% approval in 2024; 2025 vote passed with majority support (430.9M For; 27.6M Against; 3.2M Abstain) .

Investment Implications

Strong pay-for-performance alignment: Annual IC centered on net income; LTIP based on multi-year profitability and TSR versus peers; recent LTIP cycle paid above target (Dozier 162.5%)—a positive execution signal .
Limited near-term selling pressure: Dozier exercised zero options in 2024; upcoming vest dates are concentrated on Jan 1, 2026 and Jan 1, 2027 for sizable option tranches, which can create predictable technical supply around those dates .
Alignment safeguards: Hedging/pledging prohibited and stock ownership guidelines enforced (≥3x salary), mitigating misalignment risk; no severance/golden parachute contracts reduce moral hazard, though plan-based CoC acceleration exists and can crystallize value in a sale .
Pension and deferred benefits are meaningful, supporting retention; Compensation Committee uses independent consultant reviews (Mercer) and maintains conservative practices (no option repricing), lowering governance risk .