Mark Pigott
About Mark Pigott
Mark C. Pigott (age 71) is Executive Chairman of PACCAR, serving in this role since April 2014; he previously served as Chairman & CEO (1997–2014), Vice Chairman (1995–1996), Executive Vice President (1993–1995), Senior Vice President (1990–1993), and Vice President (1988–1989). He has been a PACCAR director since 1994 and holds engineering and business degrees from Stanford; the proxy highlights his 46 years at PACCAR and an “outstanding record of profitable growth” and industry‑leading stockholder returns under his leadership . Company performance in 2024 included $33.66B in consolidated net sales and revenues, $4.16B net income, 12.4% after‑tax return on revenues, and an 11% total shareholder return (TSR); PACCAR’s average annual TSR exceeded the S&P 500 over the 5‑, 20‑, and 30‑year periods ended December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PACCAR | Executive Chairman | Apr 2014–Present | Oversight of strategy and governance; board leadership; continuity of long‑term value creation |
| PACCAR | Chairman & CEO | Jan 1997–Apr 2014 | Led period cited for “industry‑leading stockholder returns” and profitable growth |
| PACCAR | Vice Chairman | Jan 1995–Dec 1996 | Senior leadership transition role |
| PACCAR | Executive Vice President | Dec 1993–Jan 1995 | Enterprise operations leadership |
| PACCAR | Senior Vice President | Jan 1990–Dec 1993 | Business unit and corporate management |
| PACCAR | Vice President | Oct 1988–Dec 1989 | Executive leadership initiation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in the 2025 proxy for Mark C. Pigott |
Fixed Compensation
- Executive Chairman compensation is not itemized in the Named Executive Officer (NEO) “Summary Compensation” tables; PACCAR’s executive compensation program for executive officers is composed of base salary, annual incentive cash, and long‑term incentives (cash, stock options, and restricted stock/RSUs) .
- Base salary ranges for executive officers are set around the market median per Mercer’s peer analysis; adjustments consider responsibility, experience, tenure, and performance .
Performance Compensation
- PACCAR emphasizes pay‑for‑performance with incentive metrics applied to executive officers: annual incentives are tied to net income; long‑term incentives include three‑year change in net income, return on sales, return on capital, and, beginning with the 2023–2025 cycle, TSR relative to peers .
- Hedging or pledging of company stock is prohibited for directors and executive officers; clawback policy adopted per SEC Rule 10D‑1/Nasdaq 5608 and expanded for fraud‑related restatements .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net Income (Annual IC) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual cash; pays following year |
| 3‑yr Change in Net Income (LTIP) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Cash LTIP; cycles (e.g., 2023–2025) |
| Return on Sales (LTIP) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | As above |
| Return on Capital (LTIP) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | As above |
| TSR vs Peers (LTIP) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Introduced in 2023–2025 cycle |
Equity Ownership & Alignment
- Stock ownership: Mark C. Pigott beneficially owns 5,811,585 PACCAR shares (1.11% of outstanding), including 170,268 shares allocated in the Savings Investment Plan (SIP) and 373,120 deferred cash awards accrued as stock units (settle in common shares); includes shares held in spouse/children names with beneficial ownership disclaimed .
- Shares outstanding at record date were 524,934,768 .
- Executive officers must meet stock ownership guidelines (CEO 5× salary; other executive officers 3×); all executive officers achieved or were within allowed time to meet thresholds as of January 1, 2025 .
- Hedging/pledging is prohibited for directors and executive officers; insider trading policies are in place .
| Ownership Measure | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 5,811,585 | Includes SIP and deferred stock units; 1.11% of class |
| Percent of shares outstanding | 1.11% | Based on 524,934,768 shares outstanding |
| SIP shares | 170,268 | Sole voting/investment power |
| Deferred stock units | 373,120 | From Deferred Compensation and LTIP; settle in shares |
| Hedging/pledging status | Prohibited | Applies to directors and executive officers |
Employment Terms
- Contracts: PACCAR states no written employment agreement for the CEO or NEOs; severance arrangements are not provided to NEOs. Separation pay plan for all U.S. salaried employees provides a single payment up to six months of base salary upon job elimination (NEOs eligible on same terms) .
- Change‑of‑control: Long‑term cash incentives pay at maximum; annual restricted stock/RSUs fully vest at retirement, death, or change‑in‑control; maximum IC equals 200% of target; LTIP awards for partial cycles prorated; deferred compensation paid immediately following change‑in‑control per plan; the committee may accelerate unvested options at discretion .
- Clawbacks: Required recovery of excess incentive compensation for restatements; discretionary recovery for fraud causing restatements .
- Tax gross‑ups/perqs: No excise tax gross‑ups or significant perquisites for executive officers .
| Provision | Term |
|---|---|
| Separation pay (U.S. salaried employees) | Up to six months base salary; applies broadly; NEOs eligible on same terms |
| RSU/restricted stock vesting | Fully vested at retirement, death, or change‑in‑control |
| LTIP cash under change‑in‑control | Maximum for completed cycle; prorated max for in‑flight cycles; IC at 200% of target |
| Clawback | SEC/Nasdaq compliant; expanded for fraud‑related restatements |
| Hedging/pledging | Prohibited for directors/executive officers |
Board Governance
- Board service: Director since 1994; Executive Chairman since 2014; family relationship: brother John M. Pigott is a director .
- Committees: Member of the Executive Committee (chairs listed first in the committee tables); the Executive Committee acts on routine board matters between sessions and met once in 2024 .
- Independence: 75% of director nominees are independent; list of independent directors excludes executive officers (including the Executive Chairman) per Nasdaq rule definitions .
- Lead Independent Director: Mark A. Schulz, elected to a three‑year term beginning January 2023; presides over independent director executive sessions .
- Meetings/attendance: Board met four times in 2024; each member attended at least 75% of combined board and committee meetings; all directors attended the 2024 annual meeting .
- Proxy designation: Mark C. Pigott is a designated proxy holder for the 2025 Annual Meeting .
Director Compensation (Non‑Employee Program context)
- Non‑employee directors receive cash retainers (annual retainer increased to $140,000 effective Oct 1, 2024; committee and chair retainers detailed) and annual RSU/restricted stock awards ($175,000 effective Jan 1, 2025; $165,000 prior); RSUs vest after three years or upon retirement/death/disability; stock ownership guideline is ≥5× annual cash retainer .
- As Executive Chairman, Mark C. Pigott is not in the non‑employee director compensation table .
Compensation Committee Analysis
- Committee composition and independence maintained; 2024 meetings: five .
- Consultant: Mercer retained to evaluate executive salaries and total compensation; paid $129,000; separate Company services totaled $134,889; independence assessment found no conflict .
- Program highlights: Approx. 67% of NEO target total compensation is incentive‑based; equity‑based incentives with multi‑year vesting; no employment agreements; ownership guidelines enforced .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote to approve executive compensation (“say on pay”): 94% in favor .
Related‑Party & Controls
- Related‑person transactions reviewed/approved by the Audit Committee under written procedures; the proxy discusses governance policies and procedures .
- Family relationship disclosure: Mark C. Pigott is the brother of director John M. Pigott .
Risk Indicators & Red Flags
- Positive: Prohibition of hedging/pledging; policy against discounting/backdating/repricing options; strong clawback language; majority independent board with separate Executive Chairman and CEO roles; lead independent director structure .
- Potential watch‑items: Executive Chairman serving on Executive Committee plus family relationship on the board; independence mitigants include lead independent director and independent key committees .
Investment Implications
- Alignment: Significant ownership (5.81M shares; 1.11%) plus deferred stock units ties Pigott’s wealth to equity outcomes; hedging/pledging prohibitions and ownership guidelines strengthen alignment and reduce risk of misaligned incentives .
- Incentive design: Company‑wide metrics (net income and multi‑year profitability/returns plus TSR) suggest robust pay‑for‑performance frameworks; change‑in‑control terms include max payouts and accelerated vesting—important for modeling event risk and potential supply of shares from vesting/settlement .
- Governance: Dual‑role concerns are mitigated by separation of Executive Chairman and CEO, strong lead independent director, and independent committees; continue to monitor related‑party safeguards given family ties and Executive Committee role .
- Trading signals: Deferred stock unit settlements and full‑vesting triggers at retirement or change‑in‑control can create episodic supply; however, pledging/hedging ban reduces forced‑sale risk; say‑on‑pay support (94%) indicates strong shareholder endorsement of incentive design .