Darrin Siver
Executive Vice President at PCAR
Executive
About Darrin Siver
Darrin C. Siver is PACCAR’s Executive Vice President (EVP) since January 2023 and previously served as Senior Vice President from 2017–2022; he was 58 years old as of February 19, 2025 and announced his retirement effective January 5, 2026 after 32 years of service . His annual incentive metrics include Company net income and business unit profit/leadership, with awards achieved at 173.9% of target in 2023 and 117.4% of target in 2024, evidencing strong performance against goals . Company context: PACCAR delivered $33.66B in consolidated net sales & revenues, $4.16B net income, and 11% total shareholder return in 2024, metrics that inform executive pay-for-performance frameworks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PACCAR | Executive Vice President | Jan 2023–present | Role evaluated on Company net income and leadership via annual IC, and multi‑year net income/ROS/ROC/TSR vs peers via LTIP |
| PACCAR | Senior Vice President | 2017–2022 | Incentives included Company and business unit profit plus leadership components, aligning unit execution with corporate profitability |
External Roles
No public company board roles disclosed in filings reviewed; executive officers list details internal positions only .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 635,769 | 674,038 | 713,462 |
| All Other Compensation ($) | 15,250 | 16,500 | 17,250 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | 458 | 1,126,552 | 230,974 |
Performance Compensation
Annual Incentive Compensation (IC) structure and outcomes
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Award as % of Base Salary | 80% | 80% | 80% |
| Performance Measure Weights | 40% Company Profit; 30% Business Unit Profit; 30% Leadership | 40% Company Profit; 30% Business Unit Profit; 30% Leadership | 40% Company Profit; 30% Business Unit Profit; 30% Leadership |
| Award Achieved (% of Target) | Not separately disclosed | 173.9% | 117.4% |
| IC Cash Paid (reported) ($) | 1,426,543 (included in Non-Equity Incentive total) | 1,713,300 (IC+LTIP combined per SCT) | 671,528 (IC component for 2024, paid in 2025) |
IC payout scale: 0% at <70% of goal, 40% at 70%, 70% at 85%, 100% at 100%, 130% at 115%, 160% at 130%, 200% at ≥140% of goal . 2024 net income target was $3.7B (min $2.8B, max $4.9B); actual was $4.16B .
Long-Term Incentive Plan (LTIP) – cash awards (three-year cycles)
| LTIP Cycle | Metrics | Weighting (Siver) | LTIP Cash Award ($) |
|---|---|---|---|
| 2018–2020 | 3-yr change in net income, return on sales, return on capital vs peers | Company Performance + Business Unit + Leadership (company goal portion paid 150% of target for cycle) | 643,600 (approved 4/26/2021) |
| 2020–2022 | Same metrics; TSR added beginning with 2023–2025 cycle | 50% Company Performance; 25% Business Unit Profit; 25% Leadership | 636,680 (approved 4/24/2023) |
| 2022–2024 | Same metrics, including TSR | 50% Company Performance; 25% Business Unit Profit; 25% Leadership | 744,000 (approved 4/28/2025) |
Target LTIP cash award for Siver generally set at 100% of base salary; options targeted at 380% and restricted stock/RSUs at 110% of base salary in 2024 .
Equity awards – grants, vesting, and value
| Award Type | Grant Date | Quantity / Terms | Vesting | Expiration | Grant-Date or Settlement Value ($) |
|---|---|---|---|---|---|
| Stock Options | 2/5/2024 | 28,610 @ $104.16 | Full vest 1/1/2027 | 2/5/2034 | 574,488 (fair value) |
| Restricted Equity Rights (settled in RS/RSUs) | 2/5/2024 (rights) settled 2/3/2025 | 7,370 shares settled | Four equal tranches: first day of month after first anniversary, then each Jan 1 | N/A | 804,228 at $109.13 settlement price |
Performance metrics table (design)
| Metric | Weighting | Target | Actual | Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| Annual IC – Company Profit Goal (Net Income) | 40% | $3.7B (2024) | $4.16B (2024) | Contributes to 117.4% overall for Siver (2024) | Paid following year, subject to IC funding limit |
| Annual IC – Business Unit Profit | 30% | Not disclosed | 103.5% sub-goal achievement for Siver (2024) | Included in 117.4% overall (2024) | Paid following year |
| Annual IC – Leadership | 30% | Not disclosed | 105% sub-goal achievement for Siver (2024) | Included in 117.4% overall (2024) | Paid following year |
| LTIP – Company Performance vs Peers (3-yr net income, ROS, ROC, TSR) | 50% (Siver) | Target = above ≥50% of peers | Example: 2020–2022 cycle payout 150% on company goal (ranked 3rd of 11) | Cash award paid (see LTIP table above) | Paid post-cycle; change-in-control provides maximum/prorated awards |
Equity Ownership & Alignment
Beneficial ownership snapshot
| As of | Shares Beneficially Owned | Percent of Class | Key Components (footnote) |
|---|---|---|---|
| March 5, 2024 | 179,970 | * (does not exceed 1%) | Includes SIP shares 23,160; RSUs 12,164; options exercisable within 60 days 84,177; deferred stock units 3,942 |
| March 4, 2025 | 102,402 | * (does not exceed 1%) | Includes SIP shares 24,216; RSUs 11,669; deferred stock units 4,395 |
Executives must meet ownership guidelines: NEOs at 3x base salary; as of Jan 1, 2025 all executive officers either achieved thresholds or were within time allowed; hedging/pledging prohibited .
Outstanding equity awards (12/31/2024)
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Vest Date | Expiration | Unvested RS/RSUs (#) | Market Value of Unvested RS/RSUs ($) |
|---|---|---|---|---|---|---|---|
| Stock Options (multiple grants) | 19,167 | 38,900 | $45.79–$71.95 | Various (see filing) | 2028–2033 | 1,949 / 4,004 / 6,211 | 202,735 / 416,496 / 646,068 |
| Stock Options (2024 grant) | 0 | 28,610 | $104.16 | 1/1/2027 | 2/5/2034 | — | — |
2024 option exercises and stock vested
| Name | Options Exercised (#) | Value Realized on Exercise ($) | RS/RSUs Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Darrin C. Siver | 0 | 0 | 7,701 | 779,423 |
Ownership guidelines and restrictions
- Ownership guidelines: CEO 5x salary; NEOs 3x; other execs 1x; retention required for non-compliant executives until thresholds met .
- Hedging and pledging prohibited for directors and executive officers; no buy-out of underwater options; clawback may extend beyond SEC/Nasdaq if restatement caused by executive fraud .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment contracts | No written employment agreements for CEO or Named Executive Officers; benefits generally accrue with service and are not enhanced upon termination without cause |
| Severance | No severance or change-in-control agreements; separation pay plan for U.S. salaried employees provides up to six months base salary for job elimination (NEOs eligible on same terms as employees) |
| Change-in-control economics | Max IC (200% of target for year), max LTIP for completed cycle, max prorated LTIP for in-progress cycles; immediate vesting of restricted stock/RSUs; Compensation Committee may immediately vest all unvested stock options |
| Retirement eligibility | Siver eligible for reduced early retirement as of 12/31/2024; retirement triggers full vesting of restricted stock/RSUs and prorated vesting of certain options/long-term cash per age/service rules |
| Clawback | Company adopted Rule 10D-1/Nasdaq 5608-compliant policy; Board may recover excess incentive comp after restatement and in cases of executive fraud causing restatement |
| Tax gross-ups | Company states no excise tax gross-ups for executive officers |
Potential payments table references (retirement, death, change-in-control)
- Change-in-control values (12/31/2024 scenario): IC $1,144,000; LTIP cash $2,336,667; RS/RSUs $1,265,299 (Siver); total $4,745,966 .
- Retirement values (12/31/2024 scenario): IC $671,528; LTIP cash $480,000; RS/RSUs $1,265,299; total $2,416,827 (Siver) .
- Death values (12/31/2024 scenario): IC $671,528; LTIP cash $1,168,333; RS/RSUs $1,265,299; total $3,105,160 (Siver) .
Compensation Structure Analysis
- Pay mix emphasizes performance: target LTIP cash 100% of salary, stock options ~380%, RS/RSUs ~110% for Siver (2024), with IC target 80% of salary – a high “at‑risk” composition tied to profitability and multi-year peer-relative metrics .
- Annual IC centered on net income (not EBITDA), a rigorous shareholder-aligned metric; the funding limit equals 3% of net income and Committee can reduce awards within funding maxima .
- LTIP uses peer-relative 3‑yr change in net income, ROS, ROC and TSR; prior cycles achieved above-median outcomes (e.g., 2020–2022 company goal 150% payout) .
- No repricing/buy-out of underwater options; hedging/pledging prohibited; clawback exceeds baseline regulatory requirements in specified fraud/restatement scenarios .
Investment Implications
- Alignment: Strong pay-for-performance linkage (net income and peer-relative multi-year metrics) plus ownership guidelines and anti-hedging/pledging policies indicate robust alignment with shareholders .
- Retention risk: Siver’s announced retirement (effective Jan 5, 2026) and early retirement eligibility suggest elevated transition risk; however, no special severance exists, and benefits primarily arise from standard LTIP/RSU vesting mechanics .
- Selling pressure: 2024 included RSU vesting (7,701 shares, $779,423 value) with zero option exercises; RSU tranche schedules may create periodic liquidity events to cover taxes, but option exercise pressure appears muted near-term .
- Change-of-control sensitivity: Immediate vesting and maximum/prorated LTIP awards under change-in-control create potential acceleration; aggregate CoC payout indication for Siver ~$4.75M under the 12/31/2024 scenario .
- Ownership scale: Beneficial ownership below 1% of shares outstanding; compliance with ownership guidelines supports alignment but not control influence .