Eric P. Hansotia
TOROAbout Eric P. Hansotia
Eric P. Hansotia, age 56, has served as an independent director of The Toro Company (TTC) since 2022. He is Chairman, President and Chief Executive Officer of AGCO Corporation, bringing deep industry and operating expertise across engineering, manufacturing, technology transitions, and global supply chains. TTC’s Board has affirmatively determined he is independent under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AGCO Corporation | Chairman, President & CEO | Jan 2021–present | Leads global ag equipment leader; deep experience across engineering, manufacturing, technology transitions, M&A, channel development, and governance |
| AGCO Corporation | Chief Operating Officer | Jan 2019–Dec 2020 | Oversaw global operations |
| AGCO Corporation | SVP, Global Crop Cycle & Fuse Connected Services | Jan 2015–Jan 2019 | Led smart/connected services strategy |
| AGCO Corporation | SVP, Global Harvesting & Advanced Technology Solutions | Jul 2013–Jan 2015 | Drove advanced tech and product leadership |
| Deere & Company | Multiple leadership roles | ~20 years (prior to 2013) | Progressively senior roles including GM, VP, and SVP-level positions |
External Roles
| Organization | Role | Tenure | Board Committees | Notes |
|---|---|---|---|---|
| AGCO Corporation | Director (Chairman, President & CEO) | Current | Not disclosed | Only current public company board listed; none in past 5 years |
Board Governance
- Committee assignments (TTC): Compensation & Human Resources (member); Nominating & Governance (member). He does not serve as chair.
- Committee activity: C&HR met 4 times (4 executive sessions); N&G met 3 times (3 executive sessions) in FY2024.
- Independence: Board determined he is independent; determinations included a review of transactions with directors’ employers, deemed pre‑approved when ordinary-course, arm’s length, and immaterial with no personal benefit.
- Attendance: The Board held 6 meetings in FY2024; each incumbent director attended at least 75% of the aggregate meetings of the Board and committees on which he/she served. Non‑employee directors met in executive session at each regular Board meeting.
- Say‑on‑pay context: 2024 say‑on‑pay received over 91% support, indicating broad shareholder backing of TTC’s pay practices.
Fixed Compensation
- FY2024 non‑employee director compensation (Hansotia):
- Cash fees (Board/committee retainers): $108,000
- All other compensation (matching charitable gift): $1,000
- Program structure and 2025 updates:
- Standard annual Board retainer: $95,000; Committee retainers: Audit $12,500; C&HR $7,000; N&G $6,000; Finance $6,000; Lead Director $30,000; Committee chair retainers: Audit $20,000; C&HR $15,000; N&G $7,500; Finance $7,500. Effective Nov 1, 2024, the annual stock award increased to $95,000 (from $85,000) and N&G/Finance chair retainers to $9,000.
- Directors may elect to take retainers in stock; in 2024, elections were disclosed for Koch, Craig, and Pemberton (Hansotia not listed among electors).
| Director Compensation – FY2024 (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $108,000 |
| Stock Awards | $76,411 |
| Option Awards | $54,975 |
| All Other Compensation | $1,000 |
| Total | $240,387 |
Performance Compensation
- Annual equity grants to non‑employee directors:
- Stock grant: on 11/1/2023, 943 shares were granted to each non‑employee director (grant-date closing price $81.03; valuation per ASC 718). Shares fully vested at grant.
- Stock options: on 11/1/2023, 2,130 options per director (10‑year term; 3‑year ratable vesting; exercise price $81.03; Black‑Scholes $25.81; risk‑free 4.88%, expected life 6.7 yrs, vol 26.01%, dividend yield 1.41%).
- Hansotia outstanding options (aggregate, exercisable + unexercisable) as of 10/31/2024: 3,800.
| Director Equity Mechanics | Detail |
|---|---|
| Annual Stock Award (FY2024 program) | $85,000 value; fully vested at grant; increased to $95,000 effective 11/1/2024 |
| Annual Option Award (FY2024 program) | $55,000 value; vests 1/3 annually over 3 years; 10‑year term |
| FY2024 Grants (per director) | 943 RS; 2,130 options; exercise price $81.03; Black‑Scholes $25.81 |
Other Directorships & Interlocks
- Public company boards: AGCO (current). None other listed in prior five years.
- Compensation committee interlocks: TTC discloses no C&HR Committee interlocks or insider participation.
Expertise & Qualifications
- Deep industry experience in engineering, quality, technology transitions (including connected services), manufacturing, product management, M&A, channel development, and public company governance; significant international experience.
- Board skills matrix reflects executive leadership, finance/financial oversight, manufacturing/supply chain/operations, strategic planning, sustainability/climate, M&A, international operations, and information systems/cybersecurity across directors.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (common shares) | 2,983 shares; less than 1% of outstanding |
| Of which, held in trust (estate planning) | 1,882 shares included in beneficial ownership |
| Stock Options (within 60 days) | 5,967 options (non‑employee director) |
| Deferred Director Units | 0 units (Deferred Plan for Directors) |
| Anti‑hedging/pledging | Directors prohibited from hedging and pledging TTC shares |
| Stock ownership guidelines | Non‑employee directors: 5x annual Board retainer (holding required until met) |
Governance Assessment
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Strengths supporting investor confidence
- Independent director with CEO‑level operating depth in adjacent equipment industries; serves on C&HR and N&G committees central to pay, succession, governance, and sustainability oversight.
- Attendance and engagement: Board met 6 times (FY2024); all incumbents ≥75% attendance; regular executive sessions of independent directors.
- Pay alignment signals: non‑employee director mix includes meaningful equity; options vest over 3 years; directors can elect stock for cash retainers; no meeting fees.
- Broader pay/governance context: say‑on‑pay received >91% support; independent compensation consultant (WTW) with no conflicts; robust clawback policy and anti‑hedging/pledging.
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Conflicts and related‑party review
- Board affirmed his independence; related‑person transaction policy in place; independence review considered transactions with directors’ employers and found no material relationships; no specific related‑party transactions disclosed for him.
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Watch items
- Dual role as a sitting public‑company CEO (AGCO) can heighten time and bandwidth demands; however, TTC disclosures indicate strong overall attendance and structured committee workloads (C&HR: 4 meetings; N&G: 3).
No RED FLAGS identified in disclosures regarding low attendance, pledging/hedging, related‑party transactions, or option repricings for Mr. Hansotia.