Joyce A. Mullen
TOROAbout Joyce A. Mullen
Joyce A. Mullen (age 62) has been an independent director of The Toro Company since 2019. She is President and Chief Executive Officer of Insight Enterprises, Inc., bringing deep technology, channel, supply chain and international operating experience to TTC’s board . She is standing for re‑election to a three‑year term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insight Enterprises, Inc. | President & CEO | Jan 2022–present; President, North America Oct 2020–Dec 2021 | Leads a global IT solutions provider; operating and strategic leadership |
| Dell Technologies | President, Global Channel, OEM & IoT; SVP/GM, Global OEM & IoT; VP/GM, Global OEM Solutions | 2012–Aug 2020 (various roles); 21‑year career | Technology, cybersecurity, smart‑connected products, global supply chain and distribution channels |
| Cummins Engine Company | Leadership roles in distribution, manufacturing, international biz development | ~10 years | Manufacturing, international operations, Six Sigma/Lean expertise |
External Roles
| Company | Capacity | Status | Notes |
|---|---|---|---|
| Insight Enterprises, Inc. | Director (public company board) | Current | Only public company board listed in past five years |
Board Governance
- Independence: The board affirmatively determined Ms. Mullen is independent under NYSE and SEC standards .
- Committees: Compensation & Human Resources (member); Nominating & Governance (member) .
- Attendance and engagement: In FY2024 the board met 6 times and each incumbent director attended at least 75% of aggregate board and applicable committee meetings; non‑employee directors met in regular executive sessions led by the Lead Independent Director .
- Re‑election: Nominee for a three‑year term ending in 2028 .
| Committee | FY2024 Meetings | FY2024 Executive Sessions | Current Members (incl. Mullen) |
|---|---|---|---|
| Compensation & Human Resources | 4 | 4 | O’Rourke (Chair), Hansotia, Koch, Mullen |
| Nominating & Governance | 3 | 3 | Koch (Chair), Hansotia, Mullen, O’Rourke |
Fixed Compensation
- Director compensation structure (FY2024): cash retainers plus equity (stock and options). Effective Nov 1, 2024, annual stock award increased to $95,000; Finance and Nominating & Governance Chair retainers increased to $9,000 .
| Element | Amount (FY2024) |
|---|---|
| Annual stock award value | $85,000 (increased to $95,000 effective 11/1/2024) |
| Annual stock option award value | $55,000 |
| Board retainer | $95,000 |
| Committee retainers (member): Audit $12,500; C&HR $7,000; N&G $6,000; Finance $6,000 | |
| Additional retainers: Lead Independent Director $30,000; Audit Chair $20,000; C&HR Chair $15,000; N&G Chair $7,500→$9,000; Finance Chair $7,500→$9,000 |
- Director equity terms: stock options vest in three equal annual installments; 10‑year term; options accelerate and remain exercisable upon change‑in‑control; stock awards fully vested at grant .
| Term | Detail |
|---|---|
| Annual stock award (granted first business day of fiscal year) | Shares determined by dividing award value by 3‑month average closing price; fully vested at grant |
| Annual option award (same timing) | Options determined by dividing option value by Black‑Scholes value; 3‑year ratable vesting; 10‑year term; CIC acceleration |
- Ms. Mullen’s FY2024 director compensation and elections:
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Joyce A. Mullen | 108,000 | 76,411 | 54,975 | — | 239,387 |
- Deferrals/ownership alignment: Ms. Mullen elected to defer receipt of her calendar 2023 and calendar 2024 retainers earned in FY2024 and the annual stock award granted Nov 1, 2023 under the Deferred Plan for Directors .
Performance Compensation
- Non‑employee director equity is not performance‑conditioned; stock awards are fully vested at grant and option vesting is time‑based. No TSR/EPS performance metrics apply to director equity grants .
- FY2024 director equity grant specifics (for each non‑employee director): 943 shares granted on Nov 1, 2023 (grant date fair value measured at $81.03 close); 2,130 options granted with $81.03 exercise price; Black‑Scholes value $25.81; 3‑year ratable vesting; 10‑year term .
| Grant | Quantity/Term | Valuation |
|---|---|---|
| Stock award (11/1/2023) | 943 shares (fully vested) | Grant date close $81.03; table fair value $76,411 for Ms. Mullen |
| Option award (11/1/2023) | 2,130 options; $81.03 strike; 10‑year term; 3‑yr vest | Black‑Scholes $25.81; table fair value $54,975 for Ms. Mullen |
Other Directorships & Interlocks
- Current public boards: Insight Enterprises, Inc. .
- Compensation committee interlocks: None during FY2024 .
Expertise & Qualifications
- Strategic and operating leadership as a sitting public‑company CEO; technology and smart‑connected products expertise; cybersecurity; global distribution channels; manufacturing and supply chain; Six Sigma/Lean; international business .
Equity Ownership
| Measure | Value | Date/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 5,580 shares | As of Jan 21, 2025; “<1%” of outstanding |
| Stock options (outstanding) | 15,124 | As reported in ownership breakdown table |
| Units under Deferred Plan for Directors | 5,607 | As of Jan 21, 2025 |
| Ownership % of shares outstanding | <1% | Company disclosure uses “*” for <1% |
| Pledging/Hedging | Prohibited for directors | Insider Trading Policy prohibits hedging and pledging |
| Director ownership guideline | 5x annual board retainer | Must hold until guideline multiple met |
Related Party/Conflicts
- Independence affirmed after review of any transactions between TTC and employers of certain directors; such transactions were deemed ordinary‑course, arm’s‑length, not material, and conferred no personal benefit to directors .
- No director compensation consultant conflicts (Willis Towers Watson assessed independent) .
- Insider trading policy prohibits short sales, derivatives, hedging and pledging by directors .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval exceeded 91% of votes cast; the board and C&HR Committee considered this supportive of the company’s pay approach .
Governance Assessment
- Strengths: Clear independence; active service on two core governance committees; full board/committee attendance thresholds met across the board; equity mix fosters alignment; voluntary deferral of retainers and stock award signals long‑term orientation and alignment; robust anti‑hedging/pledging and stock ownership guidelines .
- Potential risk/conflict watch‑outs: As a sitting CEO of a large IT solutions provider, oversight is warranted for any TTC engagements involving significant IT spend; however, the board’s independence review and related‑party policy mitigate risk and no material related‑party transactions were disclosed .
- Red flags: None disclosed regarding attendance shortfalls, related‑party transactions, option repricing, or pledging. No compensation committee interlocks reported .