Kevin Baney
Executive Vice President at PCAR
Executive
About Kevin Baney
Kevin D. Baney, age 54, is Executive Vice President at PACCAR (since January 2025), after serving as Senior Vice President in 2024 and previously as Vice President and General Manager of Kenworth Truck Company (2019–2023). Earlier roles include Assistant General Manager – Sales & Marketing at Kenworth (2017–2019) and Kenworth Chief Engineer (2012–2016), evidencing deep product and operating expertise across engineering and commercial leadership . During 2024, PACCAR delivered net sales and revenues of $33.66B, net income of $4.16B, and 11% total shareholder return; compensation programs for NEOs are tightly linked to net income and multi‑year peer-relative metrics (3‑year change in net income, ROS, ROC, TSR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PACCAR | Executive Vice President | 2025–present | Top enterprise leadership across global truck and parts businesses |
| PACCAR | Senior Vice President | 2024 | Enterprise-level operations leadership |
| Kenworth (PACCAR) | Vice President & General Manager | 2019–2023 | Led Kenworth’s commercial and operational performance; market-facing product execution |
| Kenworth (PACCAR) | Assistant GM – Sales & Marketing | 2017–2019 | Drove commercial strategy and market share initiatives |
| Kenworth (PACCAR) | Chief Engineer | 2012–2016 | Led product engineering and technology programs |
External Roles
No public external directorships or board roles disclosed for Baney in company filings. (Not disclosed)
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $602,885 |
| Target Annual Bonus (% of base) | 70% |
| Actual Annual Bonus Paid ($, IC Plan) | $545,468 |
Notes:
- Annual IC uses company net income as the primary metric; 2024 net income target $3.7B (threshold $2.8B, max $4.9B), actual $4.16B .
- NEO salary structure was reviewed by Mercer; PACCAR adjusted salary midpoints to market median effective January 1, 2025 .
Performance Compensation
Annual Incentive (IC) – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company Profit (Net Income) | 30% | $3.7B target; 0–200% sliding scale | $4.16B | Incorporated in total award | Cash paid in 2025 |
| Business Unit Profit | 30% | Internally set | Internally assessed | Incorporated in total award | Cash paid in 2025 |
| Business Leadership | 40% | Internally set | Internally assessed | Incorporated in total award | Cash paid in 2025 |
| Total IC Award vs Target | — | 100% of target | 128.8% of target | 128.8% | — |
IC scale: <70% achievement=0%; 70%=40%; 85%=70%; 100%=100%; 115%=130%; 130%=160%; ≥140%=200% of target .
Long-Term Incentive (LTIP) – 2024–2026 Cycle
| Component | Metric | Weighting | Target Payout | Actual (latest determined) | Vesting/Payment |
|---|---|---|---|---|---|
| Cash | Peer-relative: 3-yr change in net income, ROS, ROC, TSR | 50% | 100% if ≥median peer rank | 2021–2023 cycle paid at 172% overall (company perf. 160% + indiv. goals) | Paid after cycle completion |
| Cash | Business Unit Profit | 25% | As set | Included in 172% overall | After cycle |
| Cash | Leadership | 25% | As set | Included in 172% overall | After cycle |
| Stock Options | Equity | Target: 200% of base salary | n/a | Granted 12,742 options @ $104.16 (2/5/2024) | Vest 1/1/2027; expire 2/5/2034 |
| Restricted Stock/RSUs | Performance goal: ≥5% after-tax return on revenue | Target: 80% of base salary | Achieved | Granted 4,948 RSUs (2/3/2025) valued $539,975 | 25% post-1st anniversary, then Jan 1 each year; accelerates at CIC |
Option Awards Detail (Selected 2024 grant)
| Grant Date | # Options | Strike ($) | Vest Date | Expiration |
|---|---|---|---|---|
| 2/5/2024 | 12,742 | $104.16 | 1/1/2027 | 2/5/2034 |
RSU Awards Detail (2024 performance, granted 2025)
| Grant Date | # RSUs | Fair Value ($) | Performance Goal | Vesting |
|---|---|---|---|---|
| 2/3/2025 | 4,948 | $539,975 | ≥5% after-tax return on revenue | 25% after 1st anniversary; then Jan 1 each year; CIC acceleration |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 54,830; “Does not exceed one percent” of class |
| Breakdown – SIP shares | 5,732 |
| Breakdown – RSUs (settle in stock) | 6,442 |
| Options exercisable within 60 days | 32,364 |
| Unvested Options (examples) | 10,806 (71.95 strike; vest 1/1/2026), 12,742 (104.16 strike; vest 1/1/2027) |
| Unvested RSUs (counts, 12/31/2024) | 1,152; 2,162; 2,476 units |
| Insider exercises/vesting (2024) | 17,097 options exercised ($1,038,548 value); 3,971 RSUs vested ($398,704) |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Ownership Guidelines | CEO 5x salary; other NEOs 3x; 3 years to comply; retain all vested awards and ≥50% after-tax shares until compliant |
| Compliance Status | As of 1/1/2025, all executive officers either met threshold or within allowed time |
Employment Terms
| Topic | Provision |
|---|---|
| Employment Contract | None; no individual severance or CIC agreements for NEOs |
| Separation Pay Plan | Up to 6 months base salary for U.S. salaried employees in restructuring/force reduction (NEOs eligible on same terms) |
| Clawback | SEC/Nasdaq-compliant recovery policy; additional clawback for fraud causing restatement |
| CIC Treatment – Cash | IC (max) and prorated LTIP (max) for open cycles; paid immediately post-CIC |
| CIC Treatment – Equity | RSUs fully vest; options may be accelerated at Committee discretion; estimated immediate vest value for unvested options (Baney): $822,857 |
| CIC Lump-Sum Illustrative Totals | Annual IC $847,000; LTIP cash $1,431,000; RSUs $602,276; Total $2,880,276 |
| Pension/SRP (Present Value, 12/31/2024) | Retirement Plan: $1,111,164; SRP: $2,532,404; 30 years credited service |
| Deferred Compensation | Aggregate balance $0 in 2024; plan allows deferral to income or stock unit accounts (forfeiture if terminated for cause or refuse to provide advice/counsel post-termination) |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Tax Gross-Ups | No excise tax gross-ups for executive officers |
Compensation Structure Analysis
- High at-risk pay: Target LTIP cash, options, and RSUs equal 80%/200%/80% of base salary for Baney, reinforcing long-term alignment; IC target 70% of base, primarily driven by net income .
- Peer-relative rigor: LTIP compares 3-year performance vs a 12-company peer group (AGCO, CAT, CMI, Daimler Truck, Deere, Eaton, Iveco, Oshkosh, Terex, TRATON, AB Volvo). Target paid at ≥median; max only if leading all peers .
- Minimal guaranteed pay/perks: No employment contracts, no excise tax gross-ups, and perquisites below $10,000; ownership guidelines and anti-hedging/pledging policies strengthen alignment .
- Discretion applied to caps: Committee exercised discretion to reduce maximum funding amounts under IC and LTIP pools when determining payouts, limiting windfalls .
Governance, Peer Group, and Say-on-Pay
- Compensation Committee: Independent directors; Mercer engaged in 2024 for benchmarking and risk assessment; no conflicts found .
- Compensation Peer Group (FY2024 revenue) and use: See peer list; PACCAR performance evaluated against peers for LTIP cash .
- Say-on-Pay support: 94% approval in 2024, indicating strong investor endorsement of pay-for-performance design .
Investment Implications
- Alignment: Baney’s pay mix is predominantly at-risk and equity-linked (options/RSUs + multi-year cash tied to peer-relative metrics), with strict anti-hedging/pledging and stock ownership requirements—supportive for long-term shareholder alignment .
- Retention/CIC risk: No employment or CIC contracts and modest separation benefits reduce “parachute” risk; however, RSU full vesting and potential option acceleration at CIC create notable event-driven payout sensitivity (illustrative CIC total $2.88M; unvested option acceleration value $0.82M) .
- Trading signals: 2024 option exercises (17,097; $1.04M value realized) plus RSU vesting show periodic monetization, but overall beneficial ownership and unvested equity indicate continued exposure; monitor future Form 4s for selling cadence near vest dates and grant schedules .
- Execution track record: Above-target payouts (128.8% IC in 2024; 172% overall LTIP for 2021–2023 cycle) reflect strong delivery against financial and business unit goals; macro TSR and profitability remain robust, though 2024 revenues moderated from 2023 records, warranting ongoing scrutiny of cycle-normalization .