R. Preston Feight
About R. Preston Feight
R. Preston Feight, age 57, is PACCAR’s Chief Executive Officer (CEO) since July 2019 and a director since 2019; his prior roles include Executive Vice President (2018–2019), President of DAF Trucks (2016–2018), General Manager of Kenworth and PACCAR Vice President (2015–2016), Kenworth Assistant GM for Marketing and Sales (2012–2014), and Kenworth Chief Engineer (2008–2012) . He holds a B.S. in mechanical engineering (Northern Arizona University) and an M.S. in engineering management (University of Colorado) and has served on Deere & Company’s board since 2024, adding external industry perspective . Under his leadership in 2024, PACCAR delivered net sales and revenues of $33.66B, net income of $4.16B, a 12.4% after-tax return on revenues, and 11% total shareholder return (TSR) for the year; PACCAR’s average annual TSR has exceeded the S&P 500 over 5-, 20-, and 30-year periods ended Dec. 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PACCAR | Chief Executive Officer | 2019–present | Company-wide leadership; delivered $33.66B revenues and $4.16B net income in 2024 . |
| PACCAR | Executive Vice President | 2018–2019 | Corporate-level oversight ahead of CEO succession . |
| DAF Trucks (PACCAR) | President | 2016–2018 | Led European operations; deepened global commercial vehicle expertise . |
| Kenworth (PACCAR) | General Manager; PACCAR VP | 2015–2016 | Business leadership at Kenworth; market/operations execution . |
| Kenworth (PACCAR) | Assistant GM, Marketing & Sales | 2012–2014 | Commercial execution and market share focus . |
| Kenworth (PACCAR) | Chief Engineer | 2008–2012 | Product and engineering leadership; technology development . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Deere & Company | Director | 2024–present | Peer industry exposure; potential interlock considerations with peer group comparisons . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 1,646,154 | 22,114 (incl. tax prep $4,864; SIP match $17,250) | CEO; employee director (director cash/RSU program applies to non-employee directors) . |
| 2023 | 1,544,231 | 21,364 (incl. tax prep $4,864; SIP match $16,500) | |
| 2022 | 1,400,000 | 20,250 |
Performance Compensation
Annual Incentive (IC) – 2024
| Metric | Weighting | Target Award (% of Base) | Performance vs Target | Payout (% of Target) | Notes |
|---|---|---|---|---|---|
| Company Net Income (target $3.7B; actual $4.16B) | 75% | 125% | 115.4% | 128.1% | Threshold $2.8B; max $4.9B; sliding scale 0–200% . |
| Leadership Goals | 25% | 125% | 110% | 128.1% total combined outcome | Committee exercised downward discretion under IC funding limits . |
Long-Term Incentive (LTIP) Structure and Outcomes
| Cycle | Company Performance Metrics | CEO Weighting | Outcome | Notes |
|---|---|---|---|---|
| 2021–2023 | Three-year change in net income, return on sales, return on capital, TSR vs peers (equal weights) | 75% Company Performance; 25% strategic goals (market share and zero-emissions strategy) | Ranked 3rd; 160% payout on Company Performance; 150.0% overall for Feight | Multi-year peer comparison used for >15 years; target achieved if above at least half of peers . |
| 2024–2026 (in-progress) | Same metric set (add TSR vs peers begun in 2023–2025 cycle) | 75% Company Performance; 25% leadership | Not determined as of proxy | Funding limit and pool allocations disclosed; payouts 0–200% scale . |
LTIP Equity Grants and Vesting
| Grant Type | Grant Date | CEO Quantity/Value | Vesting | Exercise/Settlement Details |
|---|---|---|---|---|
| Stock Options | Feb 5, 2024 | 104,244 options; $2,093,216 grant-date FV; $104.16 strike | 100% on Jan 1, 2027; 10-year term to Feb 5, 2034 | Annual grant after Q4 release; no repricing; vest acceleration on change-in-control discretionary . |
| Restricted Stock/RSUs (for 2024 goal achieved) | Feb 3, 2025 settlement | 38,654 shares/units; $4,218,311 at $109.13 close | 25% first day of month after first anniversary; then 25% each Jan 1 thereafter | 2024 goal: ≥5% after-tax return on revenue; achieved Jan 31, 2025 . |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Mar 4, 2025) | 396,644 shares (<1% of class) | Includes SIP shares, RSUs, and options exercisable within 60 days; “<1%” denoted by asterisk . |
| SIP Shares (sole voting/investment) | 17,019 | 401(k) Savings Investment Plan allocation . |
| RSUs (to be settled in stock; no voting) | 65,305 | From LTIP and deferred programs . |
| Options Exercisable within 60 days | 102,330 | Part of total beneficial ownership . |
| Unvested RSUs at 12/31/2024 | 14,211; 29,194; 32,577 tranches | Market value $1,478,228; $3,036,760; $3,388,660 at $104.02 . |
| Stock Ownership Guideline | 5x base salary (CEO) | Must retain all vested stock awards and ≥50% of after-tax option shares until guideline met . |
| Compliance Status | All execs achieved or within time allowed as of Jan 1, 2025 | Annual review of compliance . |
| Hedging/Pledging Policy | Prohibited for directors and executive officers | Alignment safeguard; no margin purchases . |
Insider activity indicators:
- Options exercised in 2024: 144,762 shares; value realized $6,007,055 .
- Stock vested in 2024: 51,041 shares; value realized $5,127,927 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Contracts | None for CEO or any NEO . |
| Severance | No executive severance agreements; standard separation pay plan for U.S. salaried employees up to six months base salary in restructuring . |
| Change-in-Control (CIC) | RSUs vest immediately; IC and LTIP cash pay at maximums with prorating for in-progress cycles; Committee can accelerate unvested options; deferred comp paid immediately (income in cash; stock units in whole shares) . |
| Clawback | Recovery of excess incentive comp upon restatement under SEC/Nasdaq rules; discretionary recovery for fraud-related restatements . |
| Non-Compete/Non-Solicit | Not disclosed in proxy; SRP forfeiture for termination for cause . |
Selected CIC economics (as of 12/31/2024):
| Component | CEO Amount ($) |
|---|---|
| IC (max for 2024) | 4,125,000 |
| LTIP Cash (max incl. prorated cycles) | 14,916,667 |
| Restricted Stock/RSUs (immediate vest) | 7,903,648 |
| Total | 26,945,315 |
Retirement/death scenarios:
- Retirement: IC paid per 2024 award; LTIP cash for incomplete cycles prorated after age 62 with 15 years; unvested RSUs vest; prorated unvested options vest and remain exercisable; see quantified amounts table .
- Death: RSUs vest; LTIP cash for in-progress cycles prorated; quantified amounts provided .
Pension benefits (present value as of 12/31/2024):
| Plan | Years Credited | Present Value ($) |
|---|---|---|
| Retirement Plan | 26 | 1,081,446 |
| Supplemental Retirement Plan (SRP) | 26 | 14,775,499 |
Board Governance
- Role: CEO and director since 2019; not Executive Chairman (that role held by Mark C. Pigott); independent Lead Director in place (Mark A. Schulz) .
- Independence: Feight is management director; 75% of director nominees are independent under Nasdaq rules; Board meets in executive session without management; Lead Director presides .
- Committees: Audit, Compensation, and Nominating & Governance committees are composed of independent directors; Feight is not listed as a committee member; Executive Committee comprises Pigott, J. M. Pigott, and Schulz .
- Attendance: Board met four times in 2024; each member attended ≥75% of combined Board/committee meetings; all directors attended the 2024 annual meeting .
- Policy safeguards: Hedging/pledging prohibited for directors/executives; option grant timing avoids MNPI windows; no option repricing/backdating .
Compensation Mix and Peer Benchmarking
- CEO 2024 total compensation: $12,184,223 (salary $1,646,154; stock awards $4,537,500; options $2,093,216; non-equity incentive $2,642,063; pension value change $1,243,176; other comp $22,114) .
- Incentive-heavy design: ~67% of NEO target comp is incentive-based; ~50% long-term and ~17% annual .
- Annual IC uses net income; LTIP uses three-year change in net income, return on sales, return on capital, and TSR vs defined peer group (AGCO, Caterpillar, Cummins, Daimler Truck, Deere, Eaton, Iveco, Oshkosh, Terex, TRATON, AB Volvo) .
- Say-on-pay approval: 94% in 2024, affirming compensation approach .
Director Compensation
- Non-employee director program only: cash retainers and RSU grants; CEO Feight is not included among non-employee director recipients in the director comp tables .
Performance & Track Record
| Measure | 2024 Outcome |
|---|---|
| Net sales and revenues | $33.66B |
| Net income | $4.16B |
| After-tax return on revenues | 12.4% |
| TSR (cumulative from $100 at 12/31/2019) | PACCAR: 237.19; Peer Group: 260.91; S&P 500: 197.02 |
| Pay vs Performance (PEO compensation actually paid) | $14,674,324 in 2024; linkage to TSR and profitability metrics disclosed . |
Equity Ownership & Alignment (Detail)
| Category | Detail |
|---|---|
| Ownership guideline | CEO 5x salary; retention of 100% of vested equity and ≥50% of after-tax option shares until met . |
| Compliance | All executives compliant or within window by Jan 1, 2025 . |
| Hedging/pledging | Prohibited for directors/executives; mitigates misalignment/credit risk . |
Compensation Structure Analysis
- Mix shifts: Stock options and RSUs continue as core long-term equity; annual RSU performance trigger tied to after-tax return on revenue; no option repricing or retroactive grants .
- At-risk emphasis: Peer-based LTIP metrics and high weighting to company performance drive payouts; IC anchored to net income with clear thresholds and maximums .
- Consultant independence: Mercer engaged; independence assessed with no conflicts; salary midpoints raised to market median effective Jan 1, 2025 .
Risk Indicators & Red Flags
- Employment agreements/severance: None for CEO/NEOs; standard separation plan only; reduces golden parachute risk .
- CIC acceleration: Immediate vesting of RSUs and maximum IC/LTIP payouts; Committee discretion to accelerate options could create payout concentration in CIC scenarios; quantified amounts disclosed .
- Clawback: SEC/Nasdaq-compliant recovery policy plus additional fraud-based recovery .
- Hedging/pledging: Prohibited; alignment positive .
- Say-on-pay: Strong support (94%) indicates low governance friction .
Employment & Contracts
| Item | Status |
|---|---|
| Contract term/expiration | No employment agreement disclosed . |
| Severance multiples | Not applicable; no executive severance agreements; standard up to six months for salaried workforce . |
| CIC trigger type | Single-trigger vesting for RSUs; maximum cash awards; option acceleration discretionary; detailed payout terms disclosed . |
| Deferred compensation | CEO had no balance as of 12/31/2024 . |
Board Service History and Dual-Role Implications
- Board service: Director since 2019; management director, not independent .
- Leadership structure: Separate Executive Chairman and CEO; Lead Independent Director (three-year term) supports independent oversight; majority independent Board and independent key committees mitigate CEO dual-role concerns .
- Attendance: Board met four times; directors ≥75% attendance; all attended 2024 annual meeting .
Equity Grants Outstanding (CEO as of 12/31/2024)
| Type | Quantity | Vesting | Expiration | Market Value Basis |
|---|---|---|---|---|
| Options (exercisable) | 136,440 @ $62.87; 0 @ $71.95; 0 @ $104.16 | 1/1/2025; future tranches vest later | 2/7/2032; 2/8/2033; 2/5/2034 | |
| Options (unexercisable) | 141,038 @ $71.95; 104,244 @ $104.16 | 1/1/2026; 1/1/2027 | 2/8/2033; 2/5/2034 | |
| Unvested RSUs | 14,211; 29,194; 32,577 | Four-tranche vesting structure | N/A | $104.02 close → $1,478,228; $3,036,760; $3,388,660 . |
Director Interlocks & External Boards
- Deere & Company (peer group member) directorship since 2024; potential informational interlock—PACCAR Compensation Committee oversees peer comparisons and independence safeguards; Lead Director and independent committees mitigate governance conflicts .
Investment Implications
- Strong pay-for-performance alignment: CEO’s incentives are heavily tied to net income and multi-year peer-relative metrics (ROS, ROC, TSR), with transparent thresholds and disciplined grant timing—supportive of long-term value creation and disciplined capital allocation .
- Limited severance/golden parachute risk: Absence of executive employment/severance agreements and prohibition on hedging/pledging reduce shareholder downside; CIC terms concentrate payouts but are fully disclosed and subject to committee discretion for options .
- Ownership alignment: Material equity holdings, strict CEO ownership guideline (5x salary), and vesting schedules encourage retention; 2024 option exercises and vesting indicate normal liquidity events without pledging risk .
- Governance quality: Separate Chair/CEO, strong independent oversight, high say-on-pay approval (94%), and robust clawback policy lower governance risk premia; ongoing peer benchmarking with Mercer supports competitive yet conservative pay practices .