Jeffrey L. Harmening
TOROAbout Jeffrey L. Harmening
Jeffrey L. Harmening (age 58) has served as an independent director of The Toro Company since 2019; he currently chairs the Finance Committee and sits on the Audit Committee . He is Chairman and Chief Executive Officer of General Mills, Inc., with prior senior operating roles and six years of international experience in Europe, bringing CEO-level strategy, finance, supply chain, and global operations expertise to TTC’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | Chairman | Jan 2018 – present | CEO oversight; public company governance |
| General Mills, Inc. | Chief Executive Officer | Jun 2017 – present | Strategy, capital allocation, global operations |
| General Mills, Inc. | President & COO | Jul 2016 – May 2017 | Enterprise operating leadership |
| General Mills, Inc. | EVP & COO, U.S. Retail | May 2014 – Jun 2016 | P&L, distribution channels, supply chain |
| General Mills, Inc. | SVP & CEO, Cereal Partners Worldwide | Jul 2012 – Apr 2014 | International JV leadership; lived in Europe ~6 years |
External Roles
| Organization | Capacity | Public Company Board | Committees |
|---|---|---|---|
| General Mills, Inc. | Chairman & CEO | Current | Not disclosed in TTC proxy |
Board Governance
- Independence: The TTC Board affirmatively determined Harmening is independent under SEC and NYSE standards, with no material relationship to TTC, its management, auditor, compensation consultants, or external compensation legal advisers .
- Committees: Finance Committee (Chair) and Audit Committee member .
- Committee activity: Audit Committee met 10 times (7 executive sessions; sessions with management, internal audit, and external auditor), Finance Committee met 2 times (2 executive sessions) in fiscal 2024 .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings; non-employee directors held executive sessions at each regular Board meeting in fiscal 2024 (presided by Lead Independent Director) .
- Lead Independent Director: Gary L. Ellis (coordinates agendas, presides over executive sessions, leads Board self-evaluation) .
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $95,000 | Paid quarterly; directors may elect stock in lieu |
| Audit Committee member retainer | $12,500 | Paid quarterly |
| Finance Committee member retainer | $6,000 | Paid quarterly |
| Finance Committee Chair retainer | $7,500 | Increased to $9,000 effective Nov 1, 2024 |
| Fees earned or paid in cash (Harmening actual) | $121,000 | Reflects Board + Audit member + Finance member + Finance Chair |
| Other compensation (Harmening actual) | $1,220 | Company products value; taxable to director |
Director compensation summary (fiscal 2024 – Harmening):
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $121,000 |
| Stock Awards | $76,411 |
| Option Awards | $54,975 |
| All Other Compensation | $1,220 |
| Total | $253,607 |
Program features:
- Non-employee director compensation uses cash retainers plus equity awards; directors may elect to receive retainers in TTC common stock and may defer compensation under the director deferred plan .
- Independent consultant (Willis Towers Watson) reviews director compensation annually; 2025 program increased stock award to $95,000 and raised Finance/N&G chair retainers to $9,000 .
Performance Compensation
| Equity Element | Grant | Quantity/Price | Vesting | Valuation/Terms |
|---|---|---|---|---|
| Annual stock award | Nov 1, 2023 | 943 shares; grant-date close $81.03; number based on 3-month avg price $90.06 | Fully vested at grant | Grant-date fair value reported; shares issued under shareholder-approved plan |
| Annual stock option | Nov 1, 2023 | 2,130 options; exercise price $81.03 | Vests 1/3 on 1st, 2nd, 3rd anniversary; 10-year term | Black-Scholes per-option $25.81 (risk-free 4.88%, life 6.7 yrs, vol 26.01%, div 1.41%) |
| Change-in-control treatment (director options) | — | — | Immediate vesting on CIC | Options remain exercisable for remaining term |
Notes: Director equity awards are time-based; no performance metrics apply to director grants; options vest pro-rata over three years; CIC accelerates vesting of director options .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transactions | Independence Outcome |
|---|---|---|---|
| General Mills, Inc. | Chairman & CEO; director | TTC reviewed transactions involving employers of certain directors; deemed pre-approved if ordinary course, arm’s length, immaterial, and no personal interest/benefit | Board determined Harmening independent; no material relationships identified |
Expertise & Qualifications
- CEO experience, finance/financial oversight, manufacturing/supply chain/operations, distribution channels, strategic planning, regulatory/government, health and safety, sustainability/climate, M&A, international operations, and information systems/cybersecurity; previously resided outside the U.S. .
- TTC biography emphasizes growth through customer-valued products and acquisitions, employee engagement and culture, and global operations experience, including six years in Europe .
Equity Ownership
| Holder | Shares Owned | Options (exercisable within 60 days) | Units (Director Deferred Plan) | Ownership % |
|---|---|---|---|---|
| Jeffrey L. Harmening | 8,113 | 15,124 | 0 | <1% |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual Board retainer; executive guidelines updated with holding requirements in Jan 2024 (CEO 6x salary; other executives 3x) .
- Anti-hedging/anti-pledging: Directors and officers prohibited from hedging or pledging TTC securities; no short sales or derivative trading; limits on standing/limit orders to avoid appearance of impropriety .
Governance Assessment
- Committee leadership and financial oversight: As Finance Committee Chair and Audit Committee member, Harmening contributes capital structure, risk oversight (including cybersecurity), investor relations, and sustainability disclosures; committee cadence indicates regular engagement (Audit: 10 meetings; Finance: 2) .
- Independence and conflicts: Board’s formal independence determination and related-party transaction policy review mitigate conflict risk stemming from his external CEO role; no material related-party transactions disclosed .
- Attendance and engagement: At least 75% attendance threshold met by all incumbents; independent director executive sessions at each regular Board meeting support board effectiveness and independent oversight .
- Compensation alignment: Director pay mix balances cash retainers with equity (fully vested stock plus time-vested options), aligning interests with shareholder value; equity grant sizing uses market practice with WTW input; modest perquisites with clear tax treatment .
- Shareholder signals: Say-on-Pay support (91% approval in 2024) indicates broader investor alignment with TTC’s compensation governance and practices .
RED FLAGS
- None disclosed: No hedging/pledging, no material related-party transactions, no tax gross-ups, and strong independence/attendance disclosures .