Gary L. Ellis
TOROAbout Gary L. Ellis
Gary L. Ellis, age 68, is The Toro Company’s Lead Independent Director and has served on TTC’s board since 2006. He is a retired Medtronic executive, including service as Executive Vice President and Chief Financial Officer, and is designated an Audit Committee Financial Expert. He brings deep finance, risk oversight, and global operations experience to TTC’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | Executive Vice President, Global Operations, IT, and Facilities & Real Estate | Jun 2016 – Dec 2016 | Oversight of worldwide operations and infrastructure |
| Medtronic plc | Executive Vice President & Chief Financial Officer | Apr 2014 – Jun 2016 | Financial leadership, capital structure, risk management |
| Medtronic plc | Senior Vice President & Chief Financial Officer | May 2005 – Apr 2014 | Long‐term financial objectives, M&A finance |
| Medtronic plc | Vice President, Corporate Controller & Treasurer | Oct 1999 – May 2005 | Accounting, treasury, internal controls |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Inspire Medical Systems, Inc. | Director | Current | Other public company board service |
| Hill-Rom Holdings, Inc. | Director | Past 5 Years | Former public company board service |
Board Governance
| Item | Status | Evidence |
|---|---|---|
| Lead Independent Director | Yes | Responsibilities include setting agendas with Chair/CEO, presiding over executive sessions, leading board self-evaluation, coordinating CEO performance review with C&HR chair |
| Independence | Independent | Board affirmatively determined Ellis is independent |
| Committees | Audit; Finance | Audit (member, financial expert); Finance (member) |
| Audit Committee Financial Expert | Yes | Designated as financial expert |
| Attendance | At least 75% | Each incumbent director attended ≥75% of aggregate board and committee meetings in FY2024; non-employee directors held executive sessions at each regular meeting (presided by Lead Independent Director) |
| Executive Sessions | Regular | Independent directors met in executive session at each regular meeting; LID presided |
Fixed Compensation
- TTC non-employee director program (FY2024): Annual cash retainers and equity grants; directors may elect to receive retainers in stock and/or defer compensation. Elements and values: Board retainer $95,000; Audit member $12,500; C&HR member $7,000; N&G member $6,000; Finance member $6,000; Lead Independent Director $30,000; Audit Chair $20,000; C&HR Chair $15,000; N&G Chair $7,500; Finance Chair $7,500. Annual stock award $85,000; annual stock option award $55,000. Effective Nov 1, 2024: stock award increased to $95,000; Finance Chair and N&G Chair retainers increased to $9,000.
| Gary L. Ellis – Director Compensation (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 146,875 |
| Stock Awards (Grant-date fair value) | 76,411 |
| Option Awards (Grant-date fair value) | 54,975 |
| All Other Compensation | — |
| Total | 278,262 |
Program features: directors may convert all/part of cash retainers to common stock (based on closing price at issuance); may defer stock or cash under the Deferred Compensation Plan for Non-Employee Directors; receive certain company products for personal use; matching charitable gifts up to $1,000/year; indemnification and D&O insurance.
Performance Compensation
- Equity grant mechanics (FY2024 directors): On Nov 1, 2023, each non-employee director received 943 shares; grant-date closing price $81.03 used for fair value; options granted (2,130 shares) with $81.03 strike, 10-year term, vest in three equal annual installments; Black-Scholes per-option value $25.81; risk-free rate 4.88%, expected life 6.7 years, expected volatility 26.01%, dividend yield 1.41%.
| Equity Awards Detail (FY2024 director grants) | Shares/Options | Price/Value | Vesting |
|---|---|---|---|
| Common Stock grant (11/1/2023) | 943 shares | Grant date close $81.03; program stock award value $85,000 | Fully vested at grant |
| Stock Options (11/1/2023) | 2,130 options | Strike $81.03; Black-Scholes $25.81 per option | 1/3 vest annually over 3 years; 10-year term |
Option vesting acceleration provisions: disability/death (immediate vest; one year to exercise), retirement after ≥10 fiscal years of board service (continues to vest; up to four years to exercise), change in control (immediate vest; remain exercisable).
Other Directorships & Interlocks
- Current public company board: Inspire Medical Systems, Inc.
- Past 5-year public company board: Hill-Rom Holdings, Inc.
- Compensation committee interlocks: none reported for FY2024.
Related-party safeguards: independence determinations considered transactions with employers of certain directors; pre-approved ordinary-course, arm’s-length, immaterial transactions with no personal benefit; related person transactions reviewed by N&G Committee.
Expertise & Qualifications
- Finance/Financial Oversight: Former Medtronic CFO; audit committee financial expert designation; experience across capital structure, policies, tax strategies, risk, insurance, strategic planning.
- Global Operations/Strategic Planning: Medtronic EVP role covering global operations and IT; M&A and international financial operations.
- Board Leadership: Lead Independent Director responsibilities spanning agendas, executive sessions, CEO evaluation, board self-assessment.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (Common Shares) | 38,136 shares |
| Ownership as % of Shares Outstanding | ~0.038% (38,136 / 100,625,924) |
| Stock Options (exercisable within 60 days) | 33,441 options |
| Deferred Plan for Directors (units) | 4,094 units |
Stock ownership guidelines: non-employee directors must hold shares equal to 5x annual board retainer, with holding requirements until guideline multiple is met (amended Jan 2024). Anti-hedging and anti-pledging policies prohibit short sales, options, hedging transactions, and pledging company stock.
Governance Assessment
- Board effectiveness: Ellis’ LID role, audit financial expertise, and long tenure support strong independent oversight of CEO evaluation, risk, and financial reporting; independent status confirmed by the board.
- Committee engagement: Active membership on Audit and Finance committees; Audit held 10 meetings with frequent executive sessions with committee, management, internal audit and external auditor—indicative of robust oversight cadence.
- Alignment and incentives: Director compensation includes meaningful equity (stock and options) and ability to convert cash retainers into stock, enhancing alignment; option vesting over three years encourages longer-term perspective.
- Attendance and independence signals: All incumbents met ≥75% attendance; independent director executive sessions held at each regular meeting with Ellis presiding—positive governance practice.
- Potential conflicts: Current external board at Inspire Medical Systems has no disclosed related-party transactions with TTC; TTC policies require N&G Committee review of related person transactions, with arm’s‑length, immaterial dealings pre‑approved; hedging/pledging prohibited—low conflict risk.
- Compensation trend: Board approved increases effective Nov 1, 2024 to stock award ($95,000) and certain chair retainers, following consultant review—reflects regular benchmarking and market alignment.
RED FLAGS: None disclosed relating to hedging/pledging, related-party transactions, Section 16(a) delinquencies, or low say‑on‑pay support (exec say‑on‑pay approval was >91% in 2024).