Jill M. Pemberton
TOROAbout Jill M. Pemberton
Independent director of The Toro Company (TTC) since 2022; age 54. She is Chief Financial Officer, North America, at LVMH Moët Hennessy Louis Vuitton (since July 2020) and holds a National Association of Corporate Directors (NACD) Directorship Certification. Her core credentials include broad finance leadership, enterprise risk management (including cybersecurity and business continuity), brand expertise, sourcing and supply chain oversight, M&A integration experience, and she is designated an Audit Committee financial expert at TTC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LVMH Moët Hennessy Louis Vuitton | CFO, North America | Jul 2020 – Present | Executive sponsor of Women and Black ERGs; finance, ERM, cybersecurity competencies |
| Viacom Inc. (Paramount Global) | SVP, Corporate FP&A | Jul 2019 – Jan 2020 | Corporate planning/analysis leadership |
| Johnson & Johnson | VP Finance, Source COE, Supply Chain | Feb 2017 – Jun 2019 | Supply chain finance leadership |
| Johnson & Johnson | VP Finance, Global Franchise Organization, Consumer | Mar 2014 – Feb 2017 | Consumer franchise finance oversight |
| Johnson & Johnson | VP Finance | Sep 2013 – Mar 2014 | Corporate finance leadership |
| Kraft Heinz; Delta Air Lines; ZF Group | Various finance roles | Not disclosed | Progressive finance roles |
External Roles
| Category | Current | Prior 5 Years |
|---|---|---|
| Public company boards | None | None |
Board Governance
- Committees: Audit Committee Chair; Finance Committee member. Audit Committee met 10 times in FY2024 (7 executive sessions), and Finance Committee met 2 times (2 executive sessions). She is designated an “audit committee financial expert.”
- Independence: Board determined she is independent; independence review includes ordinary-course, immaterial transactions with employers of certain directors deemed pre-approved under Corporate Governance Guidelines.
- Attendance: Board held six meetings in FY2024; each incumbent director attended at least 75% of Board and committee meetings; non-employee directors met in executive session at each regular Board meeting.
- Tenure: Continuing director with current term ending at the 2027 annual meeting.
- Lead Independent Director structure in place (Gary L. Ellis), with regular executive sessions.
Fixed Compensation
| Non-Employee Director Program Elements (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 95,000 | Paid quarterly; directors may elect stock in lieu of cash |
| Committee member retainers | Audit 12,500; C&HR 7,000; N&G 6,000; Finance 6,000 | Per committee per year |
| Chair retainers | Audit 20,000; C&HR 15,000; N&G 7,500; Finance 7,500 | N&G & Finance Chairs increased to $9,000 effective Nov 1, 2024 |
| Annual stock award | 85,000 | Increased to $95,000 effective Nov 1, 2024 |
| Annual stock option award | 55,000 | Options granted first business day of fiscal year |
| Vesting terms | — | Options vest 1/3 annually over 3 years; 10-year term; immediate vest on change-in-control |
| Jill M. Pemberton – Director Compensation (FY2024) | Amount ($) | Details |
|---|---|---|
| Fees earned/paid in cash | 128,610 | Converted retainers into 1,547 shares at $86.36 (Dec 16, 2024) |
| Stock awards | 76,411 | 943 shares granted Nov 1, 2023; GAAP FV at $81.03 close |
| Option awards | 54,975 | 2,130 options (Nov 1, 2023); strike $81.03; 10-year term; 3-year vest |
| All other compensation | — | Not disclosed for her |
| Total | 259,996 | Sum of components |
| 2023 Grant Specifics | Value | Notes |
|---|---|---|
| Stock award shares | 943 | Pricing basis: 3-month average $90.06; GAAP FV uses $81.03 close |
| Option grant (shares) | 2,130 | Black-Scholes per-share $25.81; risk-free 4.88%; expected life 6.7; vol 26.01%; dividend 1.41%; strike $81.03 |
Performance Compensation
| Annual Cash Incentive Metrics (Corporate – FY2024) | Threshold (40%) | Target (100%) | Maximum (200%) | Actual |
|---|---|---|---|---|
| Adjusted diluted EPS (50%) | $3.58 | $4.48 | $4.93 | $4.17 (btw threshold & target) |
| Corporate revenue growth (25%) | 2.1% | 5.1% | 8.1% | 0.7% (below threshold) |
| Working capital as % of sales (25%) | 24.75% | 22.50% | 20.25% | 25.90% (below threshold) |
| Corporate payout | — | — | — | 39.6% of target |
| Performance Share Program Metrics (FY2022–FY2024) | Threshold (40%) | Target (100%) | Maximum (200%) | Actual |
|---|---|---|---|---|
| Cumulative net income + after-tax interest (50%) | $1,266,348k | $1,582,935k | $1,899,522k | $1,497,214k (btw threshold & target) |
| Cumulative revenue (30%) | $13,192,703k | $14,224,049k | $14,781,800k | $13,275,564k (btw threshold & target) |
| Working capital as % of sales (20%) | 14.11% | 12.82% | 11.54% | 25.90% (below threshold) |
| Payout | — | — | — | 55.3% of target |
| Performance Share Program Metrics (FY2024–FY2026) | Weighting | Notes |
|---|---|---|
| Return on invested capital (ROIC) | 60% | Targets confidential; adjustment events defined (acquisitions, accounting) |
| Corporate revenue | 40% | Targets confidential; adjustment events defined |
Note: TTC does not disclose performance metrics for director pay; director equity is time-based (stock fully vested at grant; options vest ratably) and is intended to align with shareholder value rather than specific performance targets.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Prior five-year public boards | None |
| Compensation Committee interlocks | None; no relationships requiring Item 404(a) disclosure |
Expertise & Qualifications
- Financial acumen; investor perspective; ERM including cybersecurity and business continuity; sourcing and supply chain oversight; strategic M&A and integration; brand leadership; NACD Directorship Certification.
- Audit Committee financial expert; enhances oversight of financial reporting, internal control, audit, and sustainability metrics/disclosures.
Equity Ownership
| As of Jan 21, 2025 | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 5,856 | Less than 1% of outstanding shares |
| Stock options (exercisable within 60 days) | 5,967 | Included in beneficial ownership calculation per SEC rules |
| Units under Deferred Plan for Directors | 972 | Credited common stock units |
| Shares held in trust | 4,889 | Shared voting and investment power with spouse |
| Pledging/Hedging | Prohibited by TTC Insider Trading Policy | Applies to all directors and officers |
| Ownership guidelines for non-employee directors | 5× annual board retainer | Holding requirement until guideline met |
Insider Trades (Form 4)
Note: “fees in stock” entry aligns with her election to receive cash retainers in TTC shares (1,547 shares at $86.36 on Dec 16, 2024). SEC URLs above.
Fixed Compensation Governance Notes
- Common stock in lieu of retainers permitted; non-employee directors may defer stock and/or cash under the Deferred Compensation Plan for Non-Employee Directors; dividends on deferred stock credited as additional stock units.
- Company products for personal use provided (value at distributor net price); matching charitable gift program up to $1,000 per year.
- Indemnification agreements and D&O insurance coverage for non-employee directors.
Compensation Committee Analysis Context
- Committee composition (independent): James C. O’Rourke (Chair), Eric P. Hansotia, D. Christian Koch, Joyce A. Mullen; uses Willis Towers Watson as independent consultant; Committee concluded no conflicts of interest.
- Executive pay philosophy targets market 50th percentile; robust clawback policy; prohibits hedging/pledging; annual say‑on‑pay.
- Non-employee director compensation reviewed against manufacturing companies similar in revenue/market cap; increases approved for FY2025 (stock award to $95,000; Finance/N&G chair retainers to $9,000).
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: Over 91% of votes cast supported; Committee made no significant structural changes in response.
- 2025 say‑on‑pay results: For 79,967,327; Against 6,073,139; Abstain 802,207; Broker non‑vote 6,160,066. (Approval computed from votes cast; counts per 8‑K.)
Related Party Transactions & Conflicts
- Corporate Governance Guidelines require prior review by Nominating & Governance Committee for related person transactions; ordinary-course, arm’s‑length, immaterial transactions with unaffiliated corporations where a director is an officer are pre‑approved. No related party transactions involving Jill M. Pemberton are disclosed.
- Insider Trading Policy prohibits pledging, hedging, short sales, and exchange-traded derivatives by directors.
Governance Assessment
- Board effectiveness: As Audit Chair and financial expert, Pemberton’s oversight spans financial reporting integrity, internal controls, audit quality, ERM, and sustainability metrics/disclosures; high committee engagement (10 Audit meetings) supports effective oversight.
- Independence and conflicts: Board affirmed independence; no related-party transactions disclosed; policies pre‑approve only immaterial, arm’s‑length transactions with employers of directors, reducing perceived conflict risk given her LVMH role.
- Alignment: She elected to take retainers in stock, holds deferred stock units, and receives equity awards consistent with director program, aligning incentives with shareholder value. Ownership guidelines require 5× board retainer holdings; individual compliance status not disclosed.
- Shareholder confidence signals: Strong say‑on‑pay support in 2024 and robust 2025 support by count; independent compensation committee, external consultant without conflicts, clawback and anti‑pledging policies support governance quality.
RED FLAGS: None disclosed regarding related-party transactions, pledging, or attendance. Potential perceived conflict from external executive role (LVMH) appears mitigated by independence determination and transaction pre‑approval policy for immaterial ordinary‑course dealings.