Dianne C. Craig
TOROAbout Dianne C. Craig
Dianne C. Craig is an independent director of The Toro Company (TTC), serving since 2024. She is President of Lincoln, the luxury vehicle division of Ford Motor Company, and brings deep executive experience in digital technologies, brand, channel strategy, and international operations. Age: 60; Committees: Audit and Finance; Independence affirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | President, Lincoln | Dec 2022–present | Brand, digital technologies, international operations impact |
| Ford Motor Company | President, International Markets, Thailand | Jan 2021–Nov 2022 | International market leadership |
| FordDirect | Chief Executive Officer | Jun 2018–Dec 2020 | Digital channel strategy; dealer relationships |
| Ford Motor Company | Executive Director, U.S. Sales | Dec 2016–May 2018 | U.S. sales leadership |
| Ford Motor Company of Canada | Chief Executive Officer | Nov 2011–Nov 2016 | Country leadership; channel strategy |
External Roles
| Organization | Current Role | Tenure | Notes |
|---|---|---|---|
| Ford Motor Company | President, Lincoln | Dec 2022–present | No current public company directorships |
Board Governance
- Independence: The Board determined Craig is independent; Olson (CEO) is not .
- Committees: Audit (member) and Finance (member). Audit met 10 times in FY2024; Finance met 2 times; both held executive sessions .
- Attendance: The Board held six meetings in FY2024; each incumbent director attended at least 75% of Board and committee meetings on which they served. Non‑employee directors met in executive session at each regular Board meeting .
- Term and class: Continuing member with current term ending at the 2026 Annual Meeting .
Fixed Compensation
| Component | TTC Program Amount (FY2024) | Craig FY2024 Actual | Notes |
|---|---|---|---|
| Board annual retainer (cash) | $95,000 | $95,076 (Fees Earned) | Paid quarterly; directors can elect stock in lieu of cash |
| Audit Committee member retainer | $12,500 | Not broken out | Member |
| Finance Committee member retainer | $6,000 | Not broken out | Member |
| Annual stock award (fully vested) | $85,000 (FY2024); increased to $95,000 effective Nov 1, 2024 | $0 (none granted FY2024) | Grants occur first business day of fiscal year; Craig joined after FY2024 grant date |
| Annual stock option award | $55,000 grant value (FY2024) | $0 (none granted FY2024) | FY2024 grant date Nov 1, 2023 |
| Total director compensation (FY2024) | N/A | $95,076 |
Additional alignment: Craig elected to convert some or all calendar 2024 cash retainers into 1,429 shares at $86.36 on Dec 16, 2024 .
Performance Compensation
Non‑employee director pay has no performance metrics; structure is fixed retainers plus equity to align with shareholders .
Vesting and terms for director options:
- Options vest in three equal annual installments; 10‑year term .
- Change‑in‑control: director options vest immediately and remain exercisable for the remaining term .
- Disability/death: unvested options vest; exercisable up to earlier of expiry or 1 year post‑cessation .
- Post‑termination (≥10 full fiscal years of service): unvested options continue to vest; exercisable up to 4 years (not later than expiry). <10 years: unvested expire; vested exercisable up to 3 months (not later than expiry) .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Prior 5‑year public company boards | None |
| Compensation committee interlocks (Item 407(e)(4)) | None in FY2024 or prior years |
Expertise & Qualifications
- Executive leadership across CEO/President roles; strategic planning; finance; manufacturing/supply chain; distribution channels; regulatory; health & safety; international operations per Board skills matrix .
- Board profile highlights expertise in digital technologies, brand enhancements, dealer relationships, and international operations .
Equity Ownership
| As of | Beneficial Shares | Percent of Class | Stock Options (exercisable within 60 days) | Units under Deferred Plan for Directors | Notes |
|---|---|---|---|---|---|
| Jan 21, 2025 | 2,530 | <1% | 2,167 | 0 | Converted 1,429 shares from calendar 2024 cash retainers on Dec 16, 2024 |
Ownership policies:
- Director stock ownership guidelines: 5x annual board retainer; with holding requirements until guideline met (amended Jan 2024) .
- Anti‑hedging and anti‑pledging: Directors prohibited from hedging or pledging TTC securities; also prohibited from short sales and publicly traded options in TTC stock .
- Section 16(a) compliance: All directors and officers complied with filing requirements in FY2024 .
Governance Assessment
- Positive signals: Independent status; Audit and Finance committee roles with robust agendas (cybersecurity, IT security, sustainability metrics, ERM oversight; capital structure, investor relations, ESG engagement) . Share conversion of cash retainers to stock increases ownership alignment . Director stock ownership and anti‑pledging/hedging policies further align interests .
- Engagement: Board met 6 times; all incumbents met ≥75% attendance; non‑employee director executive sessions held at each regular meeting, led by Lead Independent Director .
- Potential conflicts: Craig is a senior Ford executive. TTC’s independence assessment reviewed transactions with employers of directors and found no material relationships; related‑person transactions must be pre‑approved and ordinary‑course, arm’s‑length, non‑material, with no personal benefit to the director . No related‑party transactions requiring disclosure were noted.
- Compensation alignment: Director program emphasizes equity and allows conversion of cash to stock; FY2025 increases to stock award value reflect ongoing alignment emphasis . No discretionary or performance‑based director pay, reducing pay‑for‑performance conflict risk .
Overall, Craig’s independence, committee workload, and ownership alignment support board effectiveness; her external executive role brings valuable distribution/channel and international insights, with controls in place to mitigate related‑party risk .