Joanna M. Totsky
TOROAbout Joanna M. Totsky
Vice President, General Counsel and Corporate Secretary of The Toro Company (TTC) since June 2023; age 56 as of December 11, 2024 . Previously Chief Legal and Transformation Officer at Cooper‑Standard Holdings and held senior legal leadership roles from 2016–2023 . TTC’s fiscal 2024 performance context for incentive design: net sales $4.58B and adjusted diluted EPS $4.17; annual cash incentives paid companywide at 39.6% of target, and 3‑year performance awards (FY22–FY24) paid at 55.3% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooper‑Standard Holdings | Senior Vice President, Chief Legal and Transformation Officer and Secretary | Nov 2022 – May 2023 | Led legal and transformation initiatives supporting restructuring and governance |
| Cooper‑Standard Holdings | Senior Vice President, Chief Legal and Compliance Officer and Secretary | Jul 2019 – Oct 2022 | Oversight of legal, compliance, corporate governance |
| Cooper‑Standard Holdings | Vice President, Deputy General Counsel | Oct 2016 – Jun 2019 | Senior legal counsel; supported corporate legal matters and transactions |
External Roles
No external public company directorships disclosed in TTC executive biographies/filings .
Fixed Compensation
| Metric | Fiscal 2023 | Fiscal 2024 |
|---|---|---|
| Base Salary Earnings ($) | 200,967 | 564,474 |
| Target Bonus (% of Salary) | 65% | 65% |
| Actual Annual Cash Incentive Payout ($) | 37,817 | 145,369 |
| Corporate Payout (% of Target) | 29.0% | 39.6% |
| Base Salary Rate as of 3/1/2024 ($) | — | 572,000 |
Performance Compensation
Annual Cash Incentive Structure (Fiscal 2024)
| Metric | Weighting | Target | Actual | Payout impact | Vesting |
|---|---|---|---|---|---|
| Adjusted diluted EPS | 50% | $4.48 | $4.17 | Between threshold and target | Cash (annual) |
| Corporate revenue growth | 25% | 5.1% | 0.7% | Below threshold | Cash (annual) |
| Corporate working capital as % of sales | 25% | 22.50% | 25.90% | Below threshold | Cash (annual) |
| Corporate payout result | — | — | — | 39.6% of target | — |
Long‑Term Incentives and Grants (Fiscal 2024 awards)
| Award Type | Grant Date | Quantity | Exercise/Reference Price | Vesting |
|---|---|---|---|---|
| Performance Share Units (FY2024–FY2026) | 12/26/2023 | Target: 4,400; Threshold: 1,760; Max: 8,800 | $99.60 close on grant date (fair value basis) | Pays in shares based on 3‑year goals; vest upon performance certification |
| Stock Options | 12/26/2023 | 14,000 | $99.60 per share | 1/3 annually on 1st, 2nd, 3rd anniversaries; 10‑year term |
| Sign‑on Restricted Stock Units (RSUs) | 06/20/2023 | 13,878 (grant value $1.35M) | — | 3 equal annual installments from grant date |
Long‑Term Performance Metrics
| PSU Performance Period | Metric | Weighting | Targets disclosed? | Notes |
|---|---|---|---|---|
| FY2024–FY2026 | Return on invested capital | 60% | No (proprietary) | Adjustment events for M&A and accounting changes apply |
| FY2024–FY2026 | Corporate revenue | 40% | No (proprietary) | Payout range 0–200% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 11,858; less than 1% of shares outstanding |
| Stock options (unexercisable at FY2024 YE) | 14,000 |
| RSUs unvested (and market value) | 9,443; $759,995 |
| In‑progress PSUs (count and value at 10/31/2024) | 1,760; $141,645 |
| Shares pledged as collateral | Prohibited by Insider Trading Policy (anti‑pledging) |
| Hedging policy | Hedging prohibited (collars, swaps, etc.) |
| Ownership guidelines | 3× annual base salary for executive officers; holding requirement until met |
Vesting Schedule Detail
| Security | Schedule | Upcoming Tranches |
|---|---|---|
| 2023 Options (14,000) | Vest 1/3 annually over 3 years; 10‑year term | 4,666 on 12/26/2024; 4,667 on 12/26/2025; 4,667 on 12/26/2026 |
| 2023 RSU grant (13,878) | 3 equal annual installments on each anniversary of 06/20/2023 | Next installments: 06/20/2025 and 06/20/2026 |
Employment Terms
- Current role start date: June 19, 2023; Vice President, General Counsel & Corporate Secretary .
- No individual employment or severance agreement; party to TTC’s standard confidentiality, invention, and non‑compete agreement .
- Change‑in‑Control (CIC) economics (double trigger):
- Cash severance: 2× (salary + target bonus); quantified for Ms. Totsky at $1,887,600 .
- Pro‑rated target bonus for year of termination; welfare benefit continuation estimate $43,209; outplacement services $30,000 .
- Equity: under the 2022 Plan, awards vest upon change in control (single trigger) at greater of target or actual for in‑progress performance awards; options vest immediately .
- RSU acceleration value in CIC scenario (no termination): $759,995 .
- No 280G excise tax gross‑up; payments may be reduced for optimal after‑tax result .
- Clawbacks: NYSE/Dodd‑Frank compliant clawback for erroneous pay; discretionary clawback for egregious conduct; plan‑level forfeiture/recoupment for competitive activity within one year of termination .
- Deferred compensation: Company contribution to Supplemental Benefit Plan $18,411; aggregate balance $18,411 at FY2024 YE .
- Perquisites (FY2024): $39,402 (auto lease, financial planning, executive physical, company products, limited spousal travel); relocation benefits $239 (policy includes tax gross‑up for taxable relocation items) .
Investment Implications
- Pay‑for‑performance linkage is explicit: 2024 corporate payout at 39.6% reflects sensitivity to EPS/revenue/working capital targets, reducing cash incentives when results underperform .
- Alignment safeguards: 3× salary ownership guideline with holding requirements, and strict anti‑hedging/anti‑pledging increase long‑term equity exposure and reduce misalignment risk .
- Retention dynamics: material unvested equity from 2023 RSU sign‑on and 2023 option grant, plus favorable CIC protections (2× cash severance and single‑trigger equity vesting at change in control) support near‑term retention and may moderate voluntary turnover risk .
- Governance and risk controls: robust clawbacks and absence of excise tax gross‑ups are shareholder‑friendly; single‑trigger equity vesting on CIC is a potential dilution/overhang consideration in M&A scenarios .