Angela C. Drake
TOROAbout Angela C. Drake
Angela C. Drake, 52, is The Toro Company’s Vice President and Chief Financial Officer (CFO), serving as CFO since March 2023 after roles as VP Finance (Jul 2022–Feb 2023), VP Construction (Apr 2020–Jun 2022), Senior Managing Director, Integration (Apr 2019–Mar 2020), and previously CFO of The Charles Machine Works (2011–2019) prior to TTC’s acquisition . TTC’s fiscal 2024 performance context: net sales were $4.58B and adjusted diluted EPS was $4.17, with corporate annual incentive metrics focused on adjusted EPS, revenue growth, and working capital efficiency . TTC shareholders supported executive pay with 91% approval in 2024 say‑on‑pay and 94% in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Toro Company | VP, Chief Financial Officer | Mar 2023–present | Oversees enterprise finance; leads capital allocation and reporting; signatory on SOX certifications . |
| The Toro Company | VP, Finance | Jul 2022–Feb 2023 | Prepared CFO transition; aligned finance operations . |
| The Toro Company | VP, Construction | Apr 2020–Jun 2022 | Led Underground & Specialty Construction finance/operations . |
| The Toro Company | Sr. Managing Director, Integration | Apr 2019–Mar 2020 | Drove integration of The Charles Machine Works post acquisition . |
| The Charles Machine Works, Inc. | Chief Financial Officer | Feb 2011–Mar 2019 | Built financial systems and performance discipline ahead of TTC acquisition . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Charles Machine Works, Inc. (pre‑acquisition) | Chief Financial Officer | 2011–2019 | CFO of the Ditch Witch parent prior to TTC’s 2019 acquisition . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary – New annual rate (effective date) | $565,000 (Mar 10, 2023) | $587,500 (Mar 1, 2024) |
| Target Annual Cash Incentive (% of base) | 65% (raised from 55% upon CFO promotion) | 70% (up 5 pts vs. FY23) |
| Target Annual Cash Incentive ($) | $317,640 | $405,869 |
| Actual Base Salary Earned | $510,777 | $579,813 |
| Actual Annual Incentive Payout | $91,957 (corporate payout 29% of target) | $160,805 (corporate payout 39.6% of target) |
| Total Cash Compensation (Actual) | $602,734 | $740,618 |
Performance Compensation
| Element | Design (Metrics/Weight) | FY 2024 Targets & Results | FY 2022–2024 LTI Result |
|---|---|---|---|
| Annual Incentive (corporate) | Adjusted diluted EPS 50%; Revenue growth 25%; Working capital % of sales 25% | EPS: Target $4.48 vs actual $4.17 (between threshold and target); Revenue growth: 0.7% (below threshold); Working capital % sales: 25.9% (below threshold). Corporate payout: 39.6% of target | N/A |
| LTI Performance Shares (FY24–FY26) | ROIC 60%; Corporate revenue 40% | Goals not disclosed; payout in Dec 2026; adjustment events defined for M&A/accounting | FY22–FY24 payout certified at 55.3% of target (net income+AT interest: between threshold/target; cumulative revenue: between threshold/target; WC%: below threshold) |
| Stock Options | 3‑year pro‑rata vesting; 10‑year term | Grant date 12/26/2023; exercise price $99.60; Black‑Scholes $31.22 | N/A |
| RSUs (retention/promotion) | Time‑based vesting 3 equal annual installments | Drake’s RSUs from 3/10/2023 vest on each anniversary | FY2024 RSU vested: 2,630 sh, $233,246 value; no option exercises (N/A) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Jan 21, 2025) | 12,832 shares; <1% of outstanding |
| Shares outstanding (record date) | 100,625,924 |
| Ownership as % of SO | ~0.013% (12,832 / 100,625,924) |
| Breakdown (positions as of Oct 31, 2024) | Options outstanding: 67,624; RSUs: 5,352; Retirement Plan: 275; Deferred Plan for Officers units: 743 |
| Unvested RSUs (count/value) | 5,327 sh; $428,686 (closing $80.48) |
| Performance shares in progress | FY23–FY25: 760 sh, $61,165; FY24–FY26: 3,000 sh, $241,440 |
| Options outstanding by grant | 12/16/21: 3,800 ex/1,900 unex @ $99.34; 12/22/22: 2,200 ex/4,400 unex @ $111.15; 12/26/23: 23,600 unex @ $99.60 |
| Ownership guidelines | Executive officers: 3× annual base salary; holding requirement until guideline met (amended Jan 16, 2024) |
| Hedging/pledging | Prohibited for officers/directors under Insider Trading Policy |
| Trading controls | Open window periods, pre‑clearance requirement for officers; event‑specific restrictions possible |
Employment Terms
| Provision | Terms |
|---|---|
| Employment / Severance agreements | No individual employment or severance agreements; covered by Change‑in‑Control (CIC) policy; confidentiality/invention/non‑compete agreements apply . |
| CIC policy (cash) | Double‑trigger; severance = 2× (base + target bonus) for executive officers (CEO 3×); Drake estimate: $1,997,500 . |
| CIC equity (single trigger) | Immediate vesting of stock options; in‑flight annual/PS awards vest at greater of target or actual to date; RSUs time‑based vesting accelerates . |
| Welfare/outplacement (CIC) | Welfare plan continuation (est.) $68,784; Outplacement $30,000 . |
| Clawback | Robust clawback policy conforming with NYSE/Dodd‑Frank; plan award provisions allow discretionary clawback for egregious conduct . |
| Anti‑hedging/pledging | No margin accounts or pledging; no hedging/derivatives; limit orders restricted; Rule 10b5‑1 plan allowed with pre‑clearance . |
Executive Compensation (Multi‑Year Summary)
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Salary | $510,777 | $579,813 |
| Bonus | $0 | $0 |
| Stock Awards | $1,063,014 | $747,000 |
| Option Awards | $223,146 | $736,792 |
| Non‑Equity Incentive | $91,957 | $160,805 |
| All Other Compensation | $75,810 | $68,113 |
| Total | $1,964,704 | $2,292,523 |
Performance Compensation – Design vs. Payout (FY 2024)
| Metric | Weight | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Adjusted diluted EPS | 50% | $4.48 | $4.17 (btwn threshold/target) | Contributes to 39.6% corporate payout . |
| Corporate revenue growth | 25% | 5.1% | 0.7% (below threshold) | Reduces payout . |
| Working capital % of sales | 25% | 22.50% | 25.90% (below threshold) | Reduces payout . |
SAY‑ON‑PAY & Governance Signals
- Say‑on‑pay approval: 91% (2024) and 94% (2023), indicating broad shareholder support for pay design .
- Independent comp consultant (Willis Towers Watson); target pay opportunities set near market 50th percentile and heavy pay‑for‑performance mix .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for officers; pre‑clearance and trading windows reduce opportunistic selling risk .
- No excise tax gross‑ups under CIC policy; clawback policy reinforced (NYSE/Dodd‑Frank) .
- No option repricing; minimum vesting periods; robust stock ownership and holding requirements .
Investment Implications
- Alignment: Drake’s incentives are strongly tied to adjusted EPS, ROIC, revenue, and working capital efficiency, with a 3× salary ownership guideline and anti‑hedging/pledging, supporting shareholder alignment and disciplined capital stewardship .
- Retention/pressure: No option exercises in FY2024 and meaningful unvested RSUs/performance shares indicate retention hooks; CIC is double‑trigger with single‑trigger equity acceleration, moderating flight risk but ensuring continuity through transactions .
- Pay outcomes vs. performance: Below‑target FY2024 corporate payout (39.6%) and FY22–24 LTI payout (55.3%) reflect pay‑for‑performance discipline during a year of modest EPS and revenue outcomes; shift to ROIC in LTI heightens focus on capital efficiency .
- Ownership: Beneficial ownership is modest (~0.013% of SO), typical for non‑founder CFOs; the holding requirement and multi‑year equity mix (options + PSUs) help reinforce longer‑term alignment despite low absolute ownership .
Note: Education credentials are not disclosed in available filings and therefore omitted.