Kirk Hachigian
About Kirk S. Hachigian
Kirk S. Hachigian, age 65, is an independent director of PACCAR (PCAR) who has served on the board since 2008. He was Executive Chairman of JELD-WEN (2016–2019), Chairman & CEO of JELD-WEN (2014–2016), and Chairman & CEO of Cooper Industries PLC (2005–2012), following eight years as an executive at General Electric with international assignments; he holds a B.S. in Mechanical Engineering (UC Berkeley) and an MBA (Wharton). His current external public boards include Allegion plc (since 2013; prior service as chair, lead director and chair of corporate governance & nominating), NextEra Energy Inc. (since 2013; chair of compensation committee), and L3Harris Technologies, Inc. (since 2023) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JELD-WEN Holding, Inc. | Executive Chairman | 2016–2019 | Global manufacturer of windows and doors |
| JELD-WEN Holding, Inc. | Chairman & CEO | 2014–2016 | Led post-IPO governance and operations |
| Cooper Industries PLC | Chairman & CEO | 2005–2012 | Global manufacturer of electrical products |
| General Electric Company | Executive | ~8 years (prior to 2005) | International assignments in Mexico and Asia |
External Roles
| Company | Role | Since | Committee Leadership/Notes |
|---|---|---|---|
| Allegion plc | Director (prior service as Chair, Lead Director, and Chair of Corporate Governance & Nominating) | 2013 | Extensive governance leadership experience |
| NextEra Energy Inc. | Director; Chair, Compensation Committee | 2013 | Oversees executive pay and incentives |
| L3Harris Technologies, Inc. | Director | 2023 | Defense/tech sector expertise |
Board Governance
- Independence: Determined independent under Nasdaq rules for 2024 .
- Committee assignments (2024): Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Board leadership/structure: Executive Chairman separate from CEO, with an independent lead director (Mark A. Schulz) and regular executive sessions; directors/officers prohibited from hedging or pledging PACCAR stock .
- Attendance and engagement: The Board met four times in 2024; each member attended at least 75% of combined Board and committee meetings; all directors attended the April 2024 annual meeting .
- Committee meeting cadence (2024): Audit (6), Compensation (5), Nominating & Governance (4), Executive (1) .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Fees Earned or Paid in Cash) | $168,750 | Actual cash paid to Hachigian in 2024 |
| Annual Board retainer | Policy: $140,000 effective 10/1/2024 ($125,000 prior) | Paid quarterly |
| Committee membership retainers | Policy: $15,000 per year for each of Compensation and Nominating & Governance | Paid quarterly |
| Committee chair retainer | Policy: $17,500 per year (Compensation Committee Chair) | Paid quarterly |
| All Other Compensation | $5,000 | PACCAR Foundation charitable contribution selection |
Performance Compensation (Director and Compensation Chair Oversight)
| Equity/Program Element | Detail |
|---|---|
| 2024 Director stock award (grant date fair value) | $165,010 (grant on Jan 2, 2024 to non-employee directors) |
| Unvested RSUs held at 12/31/2024 | 7,017 units (Hachigian) |
| 2025 program change (directors) | Annual director equity grant increased to $175,000 effective Jan 1, 2025; vests after three years or upon retirement, death, or disability; RSUs get dividend equivalents, no voting rights |
Executive incentive programs overseen by the Compensation Committee (illustrative metrics and results):
- Annual Incentive (IC) – 2024 Company Net Income metric: Threshold $2.8B; Target $3.7B; Maximum $4.9B; Actual $4.16B; payout curves scale from 0% <70% to 200% ≥140% of target .
- LTIP (2021–2023 cycle) – Company ranked 3rd among 11 peers; payout at 160% of target on Company Performance Goal; LTIP metrics include 3-year change in net income, return on sales, return on capital, and TSR vs. peers (equal weight) .
- Compensation consultant: Mercer retained in 2024; paid $129,000; affiliates provided other services ($134,889); independence assessment found no conflict .
- Say-on-Pay: 94% approval in 2024 .
Other Directorships & Interlocks
| Company | Industry | Role | Committee Roles |
|---|---|---|---|
| Allegion plc | Security products | Director | Prior Chair; Lead Director; Chair, Corporate Governance & Nominating |
| NextEra Energy Inc. | Utilities/Energy | Director | Chair, Compensation Committee |
| L3Harris Technologies, Inc. | Defense/Technology | Director | — |
Related-party oversight: PACCAR’s Audit Committee reviews and must approve related-person transactions; company has procedures to identify and escalate such matters .
Expertise & Qualifications
- Former CEO/Chairman of two global industrials (Cooper Industries; JELD-WEN) with GE operating pedigree and international experience, supporting operational and strategic oversight .
- Engineering and finance training: B.S. Mechanical Engineering (UC Berkeley) and MBA (Wharton), aligning with industrial/manufacturing governance needs .
- Deep compensation/governance experience as Compensation Committee Chair at NextEra and prior governance leadership at Allegion; current Chair of PACCAR’s Compensation Committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares/units) | 73,535 | Includes RSDC Plan shares (voting, no investment power) and deferred stock units (no voting rights) |
| Percent of class | <1% | Denoted with “*” in ownership table |
| Unvested RSUs (12/31/2024) | 7,017 | Held under non-employee director program |
| Hedging/Pledging | Prohibited for directors and executive officers | Per Corporate Governance Guidelines |
| Ownership guideline | 5x annual cash retainer; all non-employee directors with ≥5 years meet requirement as of Jan 1, 2025 | Hachigian has served since 2008 |
Governance Assessment
- Positive indicators: Independent director; Chair of Compensation Committee and member of Nominating & Governance; board/committee structures with regular executive sessions and an independent lead director; prohibition on hedging/pledging; strong say-on-pay support (94% in 2024) .
- Engagement: Board met 4x in 2024; each member ≥75% attendance; Compensation Committee met 5x; Nominating & Governance Committee met 4x .
- External board service: Concurrent directorships at Allegion, NextEra (Comp Chair), and L3Harris broaden network and benchmarking relevant to compensation and governance practices .
- Oversight of pay-for-performance: Committee employs multi-year, peer-relative LTIP metrics and rigorous annual net income goals; consultant independence reviewed; no repricing/backdating; clawback policy compliant with SEC/Nasdaq .
Red flags observed: None disclosed in the proxy related to attendance shortfalls, related-party transactions, hedging/pledging, or pay practices affecting directors; board recommends against a shareholder proposal for votes on “excessive golden parachutes,” noting PACCAR has no NEO employment/severance agreements or golden parachutes and maintains conservative change-in-control treatment tied to existing plans .