James C. O'Rourke
TOROAbout James C. O’Rourke
James C. O’Rourke, age 64, has served as an independent director of The Toro Company since 2012 and is Chair of the Compensation & Human Resources Committee and a member of the Nominating & Governance Committee. He is the former CEO of The Mosaic Company (2015–2023) and served as Senior Advisor to Mosaic until his retirement in June 2024, bringing deep operating, EHS, and supply chain experience to Toro’s board . The Board has affirmatively determined he is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company | Senior Advisor | Until June 2024 | Advisory capacity through retirement |
| The Mosaic Company | Chief Executive Officer | Aug 2015 – Dec 2023 | Led global strategy/operations; public company leadership |
| The Mosaic Company | President | Aug 2015 – Aug 2023 | Executive leadership |
| The Mosaic Company | EVP–Operations & COO | Aug 2012 – Aug 2015 | Operations and supply chain oversight |
| The Mosaic Company | EVP–Operations | Jan 2009 – Aug 2012 | Manufacturing, distribution, EHS leadership |
External Roles
| Company | Role | Status |
|---|---|---|
| Rio Tinto plc | Director | Current |
| Weyerhaeuser Company | Director | Current |
| The Mosaic Company | Director | Past 5 years |
Board Governance
- Committee assignments: Chair, Compensation & Human Resources (C&HR); Member, Nominating & Governance (N&G)
- Committee activity (FY2024): C&HR (4 meetings; 4 executive sessions); N&G (3 meetings; 3 executive sessions)
- Independence: Board-determined independent; no material relationships and ordinary-course transactions of directors’ employers deemed pre-approved and immaterial
- Attendance: Board held 6 meetings; each incumbent director attended at least 75% of Board and committee meetings; non-employee directors held executive sessions at each regular Board meeting
- Election/tenure: Director since 2012; nominated for a term ending at the 2028 Annual Meeting
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees earned or paid in cash | $123,000 |
| Annual stock award (grant-date fair value) | $76,411 |
| Stock option award (grant-date fair value) | $54,975 |
| All other compensation | $0 |
| Total | $254,387 |
- Program structure (FY2024): Board retainer $95,000; committee member retainers—C&HR $7,000 and N&G $6,000; Chair retainers—C&HR $15,000; annual stock award $85,000; annual option award $55,000. Effective Nov 1, 2024, annual director stock award increased to $95,000 and N&G/Finance Chair retainers to $9,000 .
- Note: O’Rourke’s $123,000 cash aligns with program elements for Board retainer ($95,000) plus C&HR Chair ($15,000) and member fees (C&HR $7,000; N&G $6,000), consistent with the FY2024 director fee schedule .
Performance Compensation
Directors do not have performance-conditioned pay; equity is time-based to align with shareholders.
| Award | Grant date | Terms | Quantity/Price/Value |
|---|---|---|---|
| Stock award | Nov 1, 2023 | Fully vested at grant | 943 shares granted to each non-employee director; grant-date fair value measured at $81.03 per share (closing price); O’Rourke’s total stock award fair value: $76,411 |
| Stock options | Nov 1, 2023 | 3-year ratable vesting; 10-year term | 2,130 options to each non-employee director; exercise price $81.03; Black‑Scholes value $25.81; O’Rourke’s option award fair value: $54,975 |
- Change-in-control: Director stock options vest immediately and remain exercisable for their remaining term upon a change in control .
- Long-service feature: Directors with ≥10 full fiscal years of service (includes O’Rourke) continue vesting of unvested options post-board departure and have extended post-termination exercise periods, per plan terms .
Other Directorships & Interlocks
- Current public boards: Rio Tinto plc; Weyerhaeuser Company .
- Compensation committee interlocks: None reported for TTC’s C&HR Committee (FY2024) .
- Related-person transactions: None requiring disclosure; independence reaffirmed after review of ordinary-course dealings with employers of certain directors .
Expertise & Qualifications
- Former public company CEO with international operating experience; deep knowledge in manufacturing, distribution, supply chain, and environmental, health & safety (EHS) .
- Strong understanding of executive compensation and corporate governance (relevant as C&HR Chair) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 21, 2025) | 27,051 shares; <1% of outstanding |
| Options held (as of Oct 31, 2024) | 31,274 options (aggregate exercisable and unexercisable) |
| Deferred Plan for Directors units | 0 units |
| Anti-hedging/anti-pledging | Directors/officers prohibited from hedging and pledging company stock |
| Director stock ownership guideline | 5x annual Board retainer; hold until guideline met |
Governance Assessment
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Strengths and signals:
- Independent, experienced former CEO leading the C&HR Committee; committee met 4 times with executive sessions, uses an independent compensation consultant with no conflicts (Willis Towers Watson) .
- Strong shareholder support for executive compensation (Say‑on‑Pay approval >91% in 2024), reflecting alignment of the C&HR program with investor expectations .
- Robust trading policy (no hedging/pledging) and director stock ownership guidelines support alignment; equity awards and options reinforce long-term focus .
- Independence affirmed; no related-party transactions disclosed; meeting attendance threshold met by all incumbents .
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Watch items (ongoing):
- Multiple outside directorships require workload monitoring, though no interlocks or conflicts were disclosed; Board independence affirmed .
- Tenure since 2012—Board refreshment practices remain important; Board reports ongoing refreshment efforts and skills matrix coverage across critical areas .
No RED FLAGS disclosed: no related-party transactions, no hedging/pledging, no compensation committee interlocks, and no tax gross-ups under change-in-control policies .