Kevin N. Carpenter
TOROAbout Kevin N. Carpenter
Kevin N. Carpenter is Vice President, Global Operations and Integrated Supply Chain at Toro Company (TTC). He joined TTC on November 30, 2021, with his role explicitly linked to operational and corporate performance metrics in incentive design (EPS, revenue growth, working capital, and an operations efficiency goal) . TTC’s program emphasizes pay-for-performance with annual cash incentives at 65% of base for Carpenter in FY2024 and long-term incentives based on three-year cumulative financial goals; the FY2022–FY2024 performance share cycle paid out at 55.3% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Toro Company (TTC) | Vice President, Global Operations and Integrated Supply Chain | Nov 30, 2021 – Present | Direct accountability for operations efficiency metric used in FY2022 annual incentive; corporate metrics in cash incentive framework |
External Roles
- No public-company external directorships disclosed in available filings .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | 422,858 | 473,313 | 503,025 |
| Bonus ($) | 450,000 | 0 | 0 |
| Stock Awards ($) | 1,986,129 | 325,206 | 1,008,508 |
| Option Awards ($) | 236,694 | 334,719 | 355,908 |
| Non-Equity Incentive ($) | 170,823 | 61,661 | 129,544 |
| All Other Compensation ($) | 114,754 | 39,700 | 77,056 |
| Total ($) | 3,381,258 | 1,234,599 | 2,074,041 |
| FY2024 Target Cash Compensation Inputs | Value |
|---|---|
| Base Salary Earnings ($) | 503,025 |
| Target Annual Cash Incentive (% of base) | 65% |
| Target Annual Cash Incentive ($) | 326,966 |
| Target Total Direct Compensation ($) | 1,499,750 |
Performance Compensation
| Annual Cash Incentive Framework (FY2022) | Metric Details |
|---|---|
| Corporate performance portion | 37.5% adjusted diluted EPS; 22.5% corporate revenue growth; 20% working capital as % of sales (total 80% weighting) |
| Operations goal (20% weighting) | Consolidated variable spend per standard hour; Threshold $80.35, Target $69.87, Max $59.39; Actual $76.74 (between threshold and target) |
| FY2022 payout impact | Corporate payout at 69% of target for other NEOs; Carpenter’s annual cash incentive payout equaled 40% of base salary |
| FY2024 Plan-Based Awards (Granted Dec 26, 2023 unless noted) | Threshold | Target | Max | Units/Options | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Performance Shares (F24–F26) | 1,440 | 3,600 | 7,200 | — | — | 358,560 |
| Stock Options | — | — | — | 11,400 | 99.60 | 355,908 |
| RSU (Retention; granted Jan 23, 2024) | — | — | — | 6,935 | — | 649,948 |
| FY2024 Annual Cash Incentive Target | $130,787 | $326,966 | $653,933 | — | — | — |
| Long-Term Performance Outcomes | Carpenter |
|---|---|
| F22–F24 PSU cycle payout (% of target) | 55.3% |
| F22–F24 PSU shares vested (FY2024) | 1,327 |
| F22–F24 PSU value realized (FY2024) ($) | 108,071 |
| RSUs vested (FY2024) (#) | 5,959 |
| RSUs value realized (FY2024) ($) | 494,586 |
Equity Ownership & Alignment
| Beneficial Ownership (as of Jan 21, 2025) | Amount | Percent of Class |
|---|---|---|
| Shares beneficially owned | 14,999 | <1% |
| Ownership Breakdown (as of Jan 21, 2025) | Units |
|---|---|
| Stock Options (eligible to acquire within 60 days) | 41,389 |
| Restricted Stock Units | 7,055 |
| Retirement Plan shares | 1 |
| Units under Deferred Plan for Officers | 0 |
| Outstanding Equity Awards at FY-End (Oct 31, 2024) | Count/Value |
|---|---|
| Options – Exercisable (#) | 6,866 |
| Options – Unexercisable (#) | 3,434 |
| Options – Exercisable/Unexercisable at later grants (#) | 3,300/6,600 (12/22/2022 grant) |
| Options – Unexercisable (#) | 11,400 (12/26/2023 grant) |
| RSUs unvested (#) | 13,079 |
| RSUs market value ($) | 1,052,630 (at $80.48/share on Oct 31, 2024) |
| Performance Shares in progress (#) | 1,160 (F23–F25), 1,440 (F24–F26) |
| Performance Shares value in progress ($) | 93,357 (F23–F25), 115,891 (F24–F26) |
| Upcoming Option Vesting Schedule (per proxy schedule) | 12/16/2024 | 12/22/2024 | 12/26/2024 | 12/22/2025 | 12/26/2025 | 12/26/2026 |
|---|---|---|---|---|---|---|
| Carpenter | 3,434 (from 12/16/21 grant) | 3,300 (from 12/22/22 grant) | 3,800 (from 12/26/23 grant) | 3,300 (from 12/22/22 grant) | 3,800 (from 12/26/23 grant) | 3,800 (from 12/26/23 grant) |
- Options vest in three equal annual installments; RSUs: 11/30/2021 grant vests in three equal annual installments; 1/23/2024 retention RSU vests in full on the third anniversary .
- Anti-hedging and anti-pledging policies prohibit hedging and pledging by officers; stock ownership guidelines require 3x base salary for executive officers (holding requirement until guideline met; CEO 6x) .
- As of Oct 31, 2024, TTC’s closing price was $80.48; Carpenter’s option exercise prices are $99.34, $111.15, and $99.60, indicating options were out-of-the-money at that date, reducing near-term selling pressure from options .
Employment Terms
- No individual employment or severance agreements; executives are party to standard confidentiality/invention/non-compete agreements .
- Change-in-Control (CIC) policy: double-trigger cash severance (two times salary + target bonus for NEOs; three times for CEO), pro‑rated target bonus, three years of health coverage continuation (reimbursed), and two years of outplacement; no 280G tax gross‑ups .
- Equity plans include single‑trigger acceleration upon CIC for options, RSUs, annual cash incentives, and performance shares as described (greater of target or actual-to-date for performance awards) .
- Clawback: NYSE-compliant mandatory clawback for erroneously awarded compensation (effective Oct 2, 2023) and discretionary clawback for egregious conduct; plan-level clawback allows forfeiture and disgorgement for competitive employment or injurious conduct within one year post-termination .
| Potential Payments – Carpenter (as if event occurred Oct 31, 2024) | No Termination Event | Termination Without Cause/Good Reason (CIC double trigger) |
|---|---|---|
| Cash Severance Payment ($) | 0 | 1,699,500 |
| Unvested & Accelerated Stock Options ($) | 0 | 0 |
| Unvested & Accelerated RSUs ($) | 1,052,630 | 1,052,630 |
| Performance Share Award Payouts ($) | 252,144 | 252,144 |
| Welfare Plan Benefits ($) | 0 | 42,981 |
| Outplacement Services ($) | 0 | 0 |
| Perquisites ($) | 37,732 | 0 |
| Total ($) | 1,342,506 | 3,047,255 |
Investment Implications
- Pay-for-performance alignment: FY2024 target bonus at 65% of base, long-term incentives tied to multi-year financial goals, and an F22–F24 PSU payout at 55.3% of target indicate performance-contingent pay outcomes rather than guaranteed rewards .
- Retention risk: Significant unvested RSUs ($1.05M at FY2024 year-end) and scheduled option vesting through 2026, plus a 2024 retention RSU vesting in full at three years, support continued tenure; double‑trigger CIC benefits add transaction‑related retention protections .
- Insider selling pressure: RSU vesting creates periodic supply, but options were out-of-the-money at $80.48 FY2024 close versus strikes at ~$99–$111, limiting option‑driven selling near term; monitoring RSU vest dates is more relevant for flow analysis .
- Alignment and governance: Strict anti-hedging/pledging, ownership guidelines (3x base for executives), robust clawback, no tax gross‑ups, and absence of individual employment contracts mitigate governance red flags and enhance shareholder alignment .
Overall, Carpenter’s incentives are tightly linked to TTC’s financial and operational metrics, with meaningful unvested equity providing retention hooks and limited near-term option monetization, suggesting moderate retention risk and manageable insider selling pressure absent a CIC event .