D. Christian Koch
TOROAbout D. Christian Koch
D. Christian Koch (age 60) is an independent director of The Toro Company (TTC) since 2016. He is Chair, President and Chief Executive Officer of Carlisle Companies Inc. and serves on TTC’s Compensation & Human Resources Committee and is Chair of the Nominating & Governance Committee, bringing deep experience in distribution, supply chain, manufacturing, sales operations, M&A, and long-range planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlisle Companies Inc. | Chairman | Since May 2020 | Executive leadership and governance expertise |
| Carlisle Companies Inc. | Chief Executive Officer | Since Jan 2016 | Strategic planning, operational oversight |
| Carlisle Companies Inc. | President | Since May 2014 | Global leadership |
| Carlisle Companies Inc. | Chief Operating Officer | May 2014 – Jan 2016 | Operations and execution |
| Carlisle Diversified Products | Group President | Jun 2012 – May 2014 | Portfolio management |
| Carlisle Brake & Friction | President | Jan 2009 – Jun 2012 | Manufacturing leadership |
| Carlisle Asia-Pacific | President | Feb 2008 – Jan 2009 | International operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carlisle Companies Inc. | Director (as Chairman/CEO) | Current | Only current public company board; none in past 5 years |
Board Governance
- Independence: Affirmed independent, along with all current non-employee directors .
- Board activity: Board held six meetings in fiscal 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; independent directors met in executive session at each regular Board meeting, presided over by Lead Independent Director Gary L. Ellis .
- Insider trading and alignment: Anti-hedging/anti-pledging policy applies to all directors; pledging is prohibited, and publicly-traded options/short sales are prohibited .
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual board retainer; holding requirements added in Jan 2024 .
| Committee | Koch Role | FY 2024 Meetings | Executive Sessions | Key Oversight Areas |
|---|---|---|---|---|
| Compensation & Human Resources (C&HR) | Member | 4 | 4 | CEO/exec pay, performance goals, stock ownership guidelines, succession, say-on-pay |
| Nominating & Governance (N&G) | Chair | 3 | 3 | Board composition/refresh, director nominations, governance guidelines, ESG program |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 108,000 | 113,666 |
Program reference (for context): Annual Board retainer ($95,000), committee member retainers (Audit $12,500; C&HR $7,000; N&G $6,000; Finance $6,000), Lead Independent Director ($30,000), plus committee chair retainers (Audit $20,000; C&HR $15,000; N&G $7,500; Finance $7,500). Effective Nov 1, 2024: annual stock award increased to $95,000, and N&G/Finance Chair retainer to $9,000 .
Performance Compensation
| Equity Grant Detail | FY 2023 (granted 11/1/2022) | FY 2024 (granted 11/1/2023) |
|---|---|---|
| Stock awards (shares; grant-date fair value) | 939 shares; $105.12 per share fair value | 943 shares; $81.03 per share fair value |
| Stock options (count; exercise price; 10-year term; vesting) | 1,670 options; $105.12; 10-year; vest in 3 equal annual installments | 2,130 options; $81.03; 10-year; vest in 3 equal annual installments |
| Total equity values (per Director comp table) | Options $54,976; Stock $98,708 | Options $54,975; Stock $76,411 |
Additional equity alignment event: Koch elected to convert calendar 2024 cash retainers into 1,007 TTC shares at $86.36 (issued Dec 16, 2024) .
Compensation & incentive metric framework (for C&HR oversight context):
- Annual cash incentives (executives): Corporate measures and weightings (FY 2024): Adjusted diluted EPS 50%; Revenue growth 25%; Working capital as % of sales 25%. Results: EPS $4.17 (between threshold and target); Revenue growth 0.7% (below threshold); Working capital 25.90% (below threshold); Corporate payout 39.6% of target .
- 3-year performance shares (executives): FY 2022–2024 measures: cumulative net income + after-tax interest (50%), cumulative revenue (30%), working capital as % of sales (20%); payout 55.3% of target (Intimidator Group impacts excluded per predefined adjustments) .
Other Directorships & Interlocks
| Network | Potential Interlocks | Notes |
|---|---|---|
| Carlisle Companies Inc. | None disclosed at TTC | Independence affirmations considered transactions with employers of certain directors and deemed immaterial/pre-approved per guidelines |
Expertise & Qualifications
- Seasoned executive with global operations, distribution, supply chain, manufacturing, sales, M&A, and long-range planning experience; provides financial oversight, strategic planning, executive compensation, talent development, and corporate governance expertise to TTC .
Equity Ownership
| Metric (as of Jan 21, 2025) | Value |
|---|---|
| Beneficial ownership (shares) | 12,748 (includes shares held in trust) |
| Percent of class | <1% (asterisk, less than one percent) |
| Stock options | 28,403 |
| Units under Deferred Plan for Directors | 0 |
| Shares pledged as collateral | Prohibited under policy; none disclosed |
Insider Trades (Form 4)
Note: Records reflect director equity awards, cash-to-stock conversions, and gifts; “securitiesOwned” values are per filing records of post-transaction positions [ReadFile(/tmp/insider_trades_20251120_034028.json)].
Governance Assessment
- Alignment: Independent director; serves as N&G Chair and C&HR member—direct involvement in board refreshment, governance policy, ESG oversight, and pay-for-performance frameworks (including annual and 3-year performance metrics) .
- Ownership & incentives: Beneficial ownership of 12,748 shares plus significant options; anti-hedging/anti-pledging policy; director ownership guideline at 5x annual retainer with holding requirement; conversion of cash retainers into shares in 2024 indicates added alignment .
- Independence & conflicts: Board affirmed independence; related-person transaction policy in place with pre-approval criteria; no material relationships disclosed; no compensation committee interlocks reported .
- Attendance & engagement: Board met six times in FY 2024 with strong attendance (≥75% for each director) and regular independent executive sessions, supporting robust oversight .
- Shareholder signals: Strong say-on-pay support—91% at 2024 Annual Meeting; compensation program emphasizes performance, clawbacks, and no tax gross-ups, aligning with governance best practices .
RED FLAGS
- None disclosed: No pledging allowed; no related-party transactions requiring disclosure noted; no interlocks flagged; director compensation appears standard and equity-linked .
Positive Signals
- Chair of N&G and member of C&HR with clear oversight of governance and compensation; proactive equity alignment via cash-to-stock election; robust anti-hedging/anti-pledging and ownership guidelines; transparent performance metrics and payouts in executive compensation .