DEF 14A of Toro Co, Feb 6, 2024

DEF 14A of Toro Co

Filed Feb 6, 2024 · FY20230000737758-24-000014

Open on EDGAR

  1. TABLE OF CONTENTS

    | EXECUTIVE COMPENSATION | 45 | | Summary Compensation Table | 45 | | All Other Compensation for Fiscal 2023 | 46 | | Grants of Plan-Based Awards for Fiscal 2023 | 47 | | Outstanding Equity Awards at Fiscal Year-End for 2023 | 49 | | Option Exercised and Stock Vested for Fiscal 2023 | 51 | | Nonqualified Deferred Compensation for Fiscal 2023 | 52 | | Pay Versus Performance (PvP) | 57 | | Potential Payments Upon Termination or Change in Control | 61 | | Pay Ratio Disclosure | 66 | | Compensation and Human Resources Committee Interlocks and Insider Participation | 66 | | STOCK OWNERSHIP | 67 | | Significant Beneficial Owners | 67 | | Directors and Executive Officers | 68 | | Stock Ownership Guidelines | 70 | | Anti-Hedging and Anti-Pledging Policies | 70 | | Delinquent Section 16(a) Reports | 70 | | EQUITY COMPENSATION PLAN INFORMATION | 71 | | OTHER INFORMATION | 71 | | Shareholder Proposals and Director Nominations for the 2025 Annual Meeting | 71 | | Householding of Annual Meeting Materials | 72 | | Annual Report | 72 | | Cost and Method of Solicitation | 72 |

  2. Information About our Board of Directors

    Information About our Board of Directors

  3. Information About our Board of Directors

    | Name and Title | Age | Director Since | Committee Memberships | | | | Other Public Boards | Racial/Gender Diversity | | | | | A | F | N&G | C&HR | | | | Director Nominees | | | | | | | | | | Gary L. Ellis – Lead Independent Director | | | | | | | | | | Retired Executive Vice President, Medtronic plc | 67 | 2006 | ✓ E | ✓ | | | 1 | | | Jill M. Pemberton | | | | | | | | ✓ | | Chief Financial Officer, North America LVMH Moët Hennessy Louis Vuitton | 53 | 2022 | C E | ✓ | | | | | | Continuing Directors | | | | | | | | | | Dianne C. Craig | | | | | | | | ✓ | | President, Lincoln, Ford Motor Company | 59 | 2024 | ✓ | ✓ | | | | | | Jeffrey L. Harmening | | | | | | | | | | Chairman and Chief Executive Officer, General Mills, Inc. | 57 | 2019 | ✓ | C | | | 1 | | | Joyce A. Mullen | | | | | | | | ✓ | | President and Chief Executive Officer, Insight Enterprises, Inc. | 60 | 2019 | | | ✓ | ✓ | 1 | | | Richard M. Olson | | | | | | | | | | Chairman, President and Chief Executive Officer, The Toro Company | 60 | 2016 | | | | | 1 | | | James C. O'Rourke | | | | | | | | | | Senior Advisor, The Mosaic Company | 63 | 2012 | | | ✓ | C | 2 | | | Eric P. Hansotia | | | | | | | | | | Chairman, President and Chief Executive Officer, AGCO Corporation | 55 | 2022 | | | ✓ | ✓ | 1 | ✓ | | D. Christian Koch | | | | | | | | | | Chairman, President and Chief Executive Officer, Carlisle Companies Incorporated | 59 | 2016 | | | C | ✓ | 1 | |

  4. Information About our Board of Directors

    | A: Audit | N&G: | Nominating & Governance | ✓: Member | E: | Audit Committee Financial Expert | | F: Finance | C&HR: | Compensation & Human Resources | C: Chair | | |

  5. Fiscal 2023 Executive Compensation Summary

    | What we do | ✓ | Emphasize long-term performance in our equity-based incentive awards | | | ✓ | Use a mix of performance measures in our incentive plans | | | ✓ | Establish threshold levels of performance and caps on payouts | | | ✓ | Maintain a robust clawback policy and provisions | | What we don't do | Х | No guaranteed salary increases | | | Х | No guaranteed bonuses | | | Х | No excessive perquisites | | | Х | No individual executive employment agreements | | | Х | No gross-up payments |

  6. Fiscal 2023 Executive Compensation Summary

    | Our fiscal 2023 financial performance resulted in the following: | | Annual cash incentives were paid at 29% of target. | | Three-year performance awards for the fiscal 2021 to fiscal 2023 performance period were paid at 130.7% of target. |

  7. Nominees for Director

    Nominees for Director The Board has nominated Gary L. Ellis and Jill M. Pemberton for election to the Board, each to serve for a three-year term ending at the 2027 Annual Meeting of Shareholders. Both Mr. Ellis and Ms. Pemberton are current members of the Board and have consented to serve if elected. Proxies only can be voted for the number of persons named as nominees in this proxy statement, which is two. If prior to the annual meeting the Board learns that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for that nominee will be voted for a substitute nominee as selected by the Board. Alternatively, at the Board's discretion, the proxies may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that either of the two nominees will be unable to serve.

  8. Nominees for Director

    | The Board of Directors Recommends a Vote FOR Each Nominee for Director | ☑ |

  9. Information About Director Nominees and Continuing Directors

    Information About Director Nominees and Continuing Directors The following pages provide information about the nominees for election to the Board at the annual meeting, both of whom are current Board members, and each of the other continuing members of the Board. We believe that all of our director nominees and continuing directors display: •personal and professional integrity; •appropriate levels of education and business experience; •strong business acumen; •an appropriate level of understanding of our business, industries and other relevant industries; •the ability and willingness to devote adequate time to the work of our Board and its committees; •a fit of skills and personality with those of our other directors that helps build a Board that is effective, collegial and responsive to the needs of our Company; •strategic thinking acumen and a willingness to share ideas; •a diversity of experiences, expertise and backgrounds, including racial, ethnic and gender diversity; and •the ability to represent the interests of all of our shareholders. All of our director nominees and continuing directors bring to our Board a wealth of executive leadership experience. The Board considers the following skills and experience to be integral to the success of our Company:

  10. Information About Director Nominees and Continuing Directors

    | Current/Former CEO. Current or former experience as a chief executive officer is important for providing unique insights on complex global organizations, strategy, risk management, and how to drive change and growth. Finance/Financial Oversight. A strong understanding of accounting and finance is important for ensuring the integrity of our financial reporting and critically evaluating our performance. Public Company Board (other than TTC). A deep understanding of the duties and responsibilities of a public company board of directors enhances board effectiveness and ensures independent oversight that is aligned with shareholder interests. Manufacturing/Supply Chain/Operations. Experience in manufacturing, supply chain and operations is important for providing oversight of optimal manufacturing processes, supplier relationships and the capital needs of the Company. Distribution Channel. Understanding our distribution channel is key to providing important perspectives on our relationships with our distribution partners. Strategic Planning. Strong strategic planning experience is vital to assisting us with our short- and long-term strategic planning and key strategic decisions Regulatory/Government. Significant governmental and policymaking experience play an increasingly important role on our Board as our products become more heavily regulated. | Health and Safety. Ability to provide oversight of our manufacturing operations and employee programs supports our focus on a culture of wellness and safety in our manufacturing facilities and office environments. Sustainability/Climate. Our commitment to integrating sustainability considerations across our businesses is enhanced by the Board’s ability to support these efforts. Mergers and Acquisitions. Experience with mergers and acquisitions is critical to sound decisions for strategically pursuing acquisitions that are complementary to our businesses and grow our customer base and geographic penetration. International Operations. Experience with international operations is important in light of our global footprint and desire to grow our international business. Information Systems/Cybersecurity. Board oversight of our information systems and cybersecurity risk is critical in light of the increasing prevalence of cyber attacks that could result in reputational, legal, and operational issues for the Company. Previously Resided Outside the United States. A solid understanding of our global workforce and customers assists the Company with further developing our international strategy. |

  11. Information About Director Nominees and Continuing Directors

    The following chart summarizes the key experience of each director nominee and continuing director in these critical areas, and provides certain demographic information:

  12. Information About Director Nominees and Continuing Directors

    | Experience as an Executive Leader in the Following Areas | Dianne Craig | Gary Ellis | Eric Hansotia | Jeffrey Harmening | D. Christian Koch | Joyce Mullen | Richard Olson | James O'Rourke | Jill Pemberton | | Current/Former CEO | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Finance/Financial Oversight | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Public Company Board (other than TTC) | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Manufacturing/Supply Chain/ Operations | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Distribution Channel | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Regulatory/Government | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Health and Safety | ✓ | | | ✓ | ✓ | | ✓ | ✓ | | | Sustainability/Climate | | ✓ | ✓ | | | | | | | | Mergers & Acquisitions | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | International Operations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Information Systems/ Cybersecurity | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Previously Resided Outside the United States | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Demographics | | | | | | | | | | | Race/Ethnicity | | | | | | | | | | | African American | | | | | | | | | ✓ | | Asian/Pacific Islander | | | ✓ | | | | | | | | White/Caucasian | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Hispanic/Latino | | | | | | | | | | | Native American | | | | | | | | | | | Gender | | | | | | | | | | | Male | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Female | ✓ | | | | | ✓ | | | ✓ |

  13. Information About Director Nominees and Continuing Directors

    The information presented on the following pages regarding each director nominee or continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board to conclude that he or she should serve as a director in light of our business and structure.

  14. Director Nominees for Election to the Board for a Term Ending at the 2027 Annual Meeting

    Director Nominees for Election to the Board for a Term Ending at the 2027 Annual Meeting

  15. Director Nominees for Election to the Board for a Term Ending at the 2027 Annual Meeting

    | Gary L. Ellis Age 67 Director since 2006 Lead Independent Director Committees •Audit •Finance | Background | | | | Gary L. Ellis retired from Medtronic plc, Dublin, Ireland (a global medical technology company). He held the following positions, all at Medtronic: •Executive Vice President, Global Operations, Information Technology and Facilities & Real Estate (June 2016 – December 2016) •Executive Vice President and Chief Financial Officer (April 2014 – June 2016) •Senior Vice President and Chief Financial Officer (May 2005 – April 2014) •Vice President, Corporate Controller and Treasurer (October 1999 – May 2005) Qualifications | | | | Mr. Ellis brings extensive financial leadership experience to provide oversight regarding capital structure, financial condition and policies, long-range financial objectives, tax strategies, financing requirements and arrangements, capital budgets and expenditures, risk-management, insurance coverage and strategic planning matters. As our lead independent director he provides balanced, collaborative and challenging support to both the Board and our Chairman and CEO. Mr. Ellis contributes enhanced knowledge of public company requirements and issues. Additionally, Mr. Ellis contributes his experience managing worldwide financial operations and analyzing financial implications of merger and acquisition transactions, as well as aligning business strategies and financial decisions. Other Public Company Boards | | | | Current | Past 5 Years | | | Inspire Medical Systems, Inc. | Hill-Rom Holdings, Inc. |

  16. Director Nominees for Election to the Board for a Term Ending at the 2027 Annual Meeting

    | Jill M. Pemberton Age 53 Director since 2022 Independent Committees •Audit (Chair) •Finance | Background | | | | Jill M. Pemberton is the Chief Financial Officer, North America of LVMH Moët Hennessy Louis Vuitton, Paris, France (a global luxury product company), a position she has held since July 2020. Prior to her current role, she held the following positions: •Senior Vice President, Corporate Financial Planning & Analysis, Viacom Inc. (now known as Paramount Global, a leading global media company) (July 2019 – January 2020) •Vice President, Finance, Source COE, Supply Chain (February 2017 – June 2019); Vice President, Finance, Global Franchise Organization, Consumer (March 2014 – February 2017; and Vice President, Finance (September 2013 – March 2014), all at Johnson & Johnson (a global health care company) Prior to these roles, Ms. Pemberton served in various finance roles of increasing responsibility at the Kraft Heinz Company, Delta Air Lines, Inc. and ZF Group Inc. She holds a Directorship Certification from the National Association of Corporate Directors. Qualifications | | | | Ms. Pemberton brings to our Board strong and broad financial experience and acumen, enterprise risk management knowledge including relating to cybersecurity and business continuity, investor perspective, strong brand experience and sourcing and supply chain oversight. In addition, she contributes a strategic perspective, with significant acquisition and integration experience, all of which assists our Board in providing guidance and oversight in these areas. As a female, black leader, Ms. Pemberton champions diversity, equity and inclusion initiatives as an Executive Sponsor of LVMH North America's Women and Black Employee Resource Groups and as a member of our Board. Other Public Company Boards | | | | Current | Past 5 Years | | | None | None |

  17. Continuing Members of the Board — Current Term Ending at the 2025 Annual Meeting

    | Jeffrey L. Harmening Age 57 Director since 2019 Independent Committees •Audit •Finance (Chair) | Background | | | | Jeffrey L. Harmening is the Chairman and Chief Executive Officer of General Mills, Inc., Minneapolis, Minnesota (a global manufacturer, marketer and supplier of food products). He holds or held the following positions, all at General Mills: •Chairman (since January 2018) •Chief Executive Officer (since June 2017) •President and Chief Operating Officer (July 2016 – May 2017) •Executive Vice President, Chief Operating Officer, U.S. Retail (May 2014 – June 2016) •Senior Vice President, Chief Executive Officer, Cereal Partners Worldwide (July 2012 – April 2014) Qualifications | | | | Mr. Harmening brings to our Board extensive experience as a seasoned executive with strong business and financial acumen and experience implementing the strategic direction for a complex and publicly traded company with extensive distribution channels and supply chain operations. Furthermore, he brings experience in driving growth through customer-valued products and acquisitions and advancing diversity, equity and inclusion matters. He demonstrates strong business discipline and commitment to best practices. In addition, he has significant experience managing operations around the world, including having lived in Europe for six years during his tenure at General Mills. Other Public Company Boards | | | | Current | Past 5 Years | | | General Mills, Inc. | None |

  18. Continuing Members of the Board — Current Term Ending at the 2025 Annual Meeting

    | Joyce A. Mullen Age 61 Director since 2019 Independent Committees •Compensation & Human Resources •Nominating & Governance | Background | | | | Joyce A. Mullen is the President and Chief Executive Officer of Insight Enterprises, Inc., Chandler, Arizona (an information technology company). She holds or has held the following positions at Insight: •President and Chief Executive Officer (since January 2022) •President of North American Businesses (October 2020 – December 2021) Previously, Ms. Mullen held the following positions at Dell Technologies (a digital technology solutions company): •President, Global Channel, OEM and IoT (November 2017 – August 2020) •Senior Vice President and General Manager, Global OEM and IoT Solutions (February 2015 – November 2017) •Vice President and General Manager, Global OEM Solutions (February 2012 – February 2015) Ms. Mullen also spent 10 years in leadership positions at Cummins Engine Company, including distribution, manufacturing and international business development. Qualifications | | | | Ms. Mullen brings to our Board significant executive leadership skills, technology and smart-connected products expertise, strategic and innovative thinking and strong international business experience. She also offers a valuable perspective with regard to evaluating and supporting talent. Additionally, she contributes substantial knowledge of worldwide manufacturing, distribution channels, cybersecurity, digital product development and supply chain strategies, including improving efficiencies in manufacturing operations using Six Sigma, Kaizen and Lean techniques. Other Public Company Boards | | | | Current | Past 5 Years | | | Insight Enterprises, Inc. | None |

  19. Continuing Members of the Board — Current Term Ending at the 2025 Annual Meeting

    | Richard M. Olson Age 60 Director since 2016 Committees None | Background | | | | Richard M. Olson is our Chairman of the Board, President and Chief Executive Officer. He holds or held the following positions, all at The Toro Company: •Chairman (since November 2017) •Chief Executive Officer (since November 2016) •President (since September 2015) •Chief Operating Officer (September 2015 – October 2016) •Group Vice President, International Business, Micro Irrigation Business and Distributor Development (June 2014 – September 2015) •Vice President, International Business (March 2013 – June 2014) •Vice President, Exmark (March 2012 – March 2013) Qualifications | | | | In his more than 37 years with our Company, Mr. Olson has developed and brings to our Board rich knowledge of the Company, including, in particular, our global businesses and operations, manufacturing processes, supply chain, distribution and channel development, and product development strategies. In addition, the broad experience he has gained through his past leadership of various businesses and manufacturing operations provides him with a unique perspective regarding our growth initiatives and strategic direction. He contributes a deep commitment to quality, technological advancements, innovation, sustainability, diversity, ethical values and business conduct, and focus on customer service. As a result of his dual role as Chairman and CEO, Mr. Olson provides unique insight into our Company's future strategies, opportunities and challenges and serves as a unifying element between our Board and Management. Other Public Company Boards | | | | Current | Past 5 Years | | | Donaldson Company, Inc. | None |

  20. Continuing Members of the Board — Current Term Ending at the 2025 Annual Meeting

    | James C. O'Rourke Age 63 Director since 2012 Committees •Compensation & Human Resources (Chair) •Nominating & Governance | Background | | | | James C. O’Rourke is serving as Senior Advisor to The Mosaic Company, Tampa, Florida (a global producer and marketer of combined concentrated phosphate and potash crop nutrients for the global agriculture industry) until his anticipated retirement in mid-2024. Prior to his current position, he held the following positions, all at The Mosaic Company: •Chief Executive Officer (August 2015 – December 2023) •President (August 2015 – August 2023) •Executive Vice President—Operations and Chief Operating Officer (August 2012 – August 2015) •Executive Vice President—Operations (January 2009 – August 2012) Qualifications | | | | Mr. O'Rourke brings to our Board significant leadership skills, strategic and innovative thinking from a former chief executive officer perspective and strong international business expertise. He also contributes substantial knowledge of worldwide manufacturing, distribution and supply chain strategies and environmental, health and safety matters. In addition, as a public company director and executive, Mr. O'Rourke contributes a solid understanding of executive compensation and corporate governance matters. Other Public Company Boards | | | | Current | Past 5 Years | | | Rio Tinto plc | The Mosaic Company | | | Weyerhaeuser Company | |

  21. Continuing Members of the Board — Current Term Ending at the 2026 Annual Meeting

    | Dianne C. Craig Age 59 Director since 2024 Independent Committees •Audit •Finance | Background | | | | Dianne C. Craig is President, Lincoln, the luxury vehicle division of Ford Motor Company, Dearborn, Michigan (Ford Motor designs, manufactures and services cars, trucks, sport utility vehicles and electric vehicles worldwide). She holds or has held the following positions, all at Ford Motor: •President, Lincoln (since December 2022) •President, International Markets, Thailand (January 2021 – November 2022) •Chief Executive Officer, FordDirect (June 2018 – December 2020) •Executive Director, U.S. Sales (December 2016 – May 2018) •Chief Executive Officer, Ford Motor Company of Canada (November 2011 – November 2016 Qualifications | | | | Ms. Craig brings to our Board a deep and diverse range of executive leadership experience in an industry applicable to our Company. She contributes a strategic perspective on technology transitions, brand enhancement and operations. Furthermore, her extensive background in channel strategy, building dealer relationships and delivering best-in-class marketing solutions brings expertise in areas critical to the ongoing success of our Company. Other Public Company Boards | | | | Current | Past 5 Years | | | None | None |

  22. Continuing Members of the Board — Current Term Ending at the 2026 Annual Meeting

    | Eric P. Hansotia Age 55 Director since 2022 Independent Committees •Compensation & Human Resources •Nominating & Governance | Background | | | | Eric P. Hansotia is the Chairman, President and Chief Executive Officer of AGCO Corporation, Duluth, Georgia (a global leader in the design, manufacture and distribution of agricultural solutions). He holds or held the following positions at AGCO: •Chairman, President and Chief Executive Officer (since January 2021) •Chief Operating Officer (January 2019 – December 2020) •Senior Vice President, Global Crop Cycle and Fuse Connected Services (January 2015 – January 2019) •Senior Vice President, Global Harvesting and Advanced Technology Solutions (July 2013 – January 2015) Prior to joining AGCO, Mr. Hansotia spent 20 years at Deere & Company in various leadership positions including at the general manager, vice president and senior vice president levels. Qualifications | | | | Mr. Hansotia brings to our Board a strong strategic perspective and extensive executive leadership experience in areas critical to our Company's success, including engineering, quality, technology transitions and opportunities, manufacturing, product management, mergers and acquisitions, channel development and public company governance. He has significant international experience gained from leading global manufacturing and supply chain functions. As an individual of Indian descent, Mr. Hansotia champions diversity, equity and inclusion at AGCO and as a member of our Board. Other Public Company Boards | | | | Current | Past 5 Years | | | AGCO Corporation | None |

  23. Continuing Members of the Board — Current Term Ending at the 2026 Annual Meeting

    | D. Christian Koch Age 59 Director since 2016 Independent Committees •Compensation & Human Resources •Nominating & Governance (Chair) | Background | | | | D. Christian Koch is the Chairman, President and Chief Executive Officer of Carlisle Companies Incorporated, Scottsdale, Arizona (a diversified manufacturing company with a portfolio of building product businesses). He holds or held the following positions, all at Carlisle: •Chairman (since May 2020) •Chief Executive Officer (since January 2016) •President (since May 2014) •Chief Operating Officer (May 2014 – January 2016) •Group President, Carlisle Diversified Products (June 2012 – May 2014) •President, Carlisle Brake & Friction (January 2009 – June 2012) •President, Carlisle Asia-Pacific (February 2008 – January 2009) Qualifications | | | | Mr. Koch brings to our Board his experience as a seasoned executive with strong business acumen and significant experience managing distribution, supply chain, manufacturing and sales operations around the world as well as with mergers and acquisitions and long-range planning. In addition, as a public company director and executive, Mr. Koch contributes a solid understanding of financial oversight, strategic planning, executive compensation, talent development and corporate governance. Other Public Company Boards | | | | Current | Past 5 Years | | | Carlisle Companies Inc. | None |

  24. Board Committees

    | Compensation & Human Resources Committee | Key Committee Functions •Approves the annual base salaries, annual and long-term incentive opportunities and other compensation arrangements for the CEO and other executive officers •Reviews compensation policies and practices as they affect all employees and relate to risk management practices and risk-taking incentives •Oversees strategies for human capital management, including diversity, equity and inclusion initiatives •Reviews stock ownership guidelines for the CEO, other executive officers, senior management and the Board | •Evaluates the CEO's performance •Approves performance goals for performance based awards •Reviews with Management the Compensation Discussion and Analysis, the Committee report on executive compensation and any compensation-related proposals, including say-on-pay and frequency of say-on-pay proposals •Reviews non-employee director compensation components and amounts •Reviews succession planning and short-term contingency plans for emergencies for the CEO and other executive officers | Committee Members Mr. O'Rourke (Chair) Mr. Hansotia Mr. Koch Ms. Mullen During Fiscal 2023 Number of Meetings: 3 Number of Executive Sessions: 3 |

  25. Complaint Procedures

    | DIRECTOR COMPENSATION |

  26. Director Compensation Program for Fiscal 2023

    Director Compensation Program for Fiscal 2023 Overview. Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors and to provide equity-based compensation to align the interests of our directors with those of our shareholders. In fiscal 2023, our non-employee director compensation was comprised of equity compensation, in the form of annual stock and stock option awards, and cash compensation, in the form of annual retainers that are paid quarterly. Each of the components of our Board compensation is described in more detail below. The Board compensation program structure, together with the feature of the program that enables our directors to elect to receive a portion or all of their cash compensation in the form of our common stock, causes a substantial portion of our non-employee director compensation to be linked to our common stock performance. All equity-based compensation paid to our non-employee directors is granted under our then current shareholder-approved plan. As a current employee director, Mr. Olson does not receive any additional compensation for his service as a director. Process for Consideration and Determination of Director Compensation. The Board has delegated to the Compensation & Human Resources Committee the responsibility, among other things, to review and recommend to the Board any proposed changes in non-employee director compensation. In connection with such review, the Committee engages an independent external compensation consultant to provide analysis regarding non-employee director compensation. The Compensation & Human Resources Committee periodically engages Willis Towers Watson to review our non-employee director compensation, as was done prior to the Company's fiscal 2023 year. The Willis Towers Watson review consisted of, among other things, analysis of board and committee compensation trends, a competitive assessment based on a selected group of manufacturing companies operating in the United States that are similar in size to us from a revenue and market capitalization perspective, and a separate analysis of lead director compensation. In September 2022, prior to the beginning of fiscal 2023, the Committee considered this data and recommended to the Board and the Board approved certain changes to the non-employee director compensation program for fiscal 2023, including increases in the annual stock award, annual Board retainer and the annual Compensation & Human Resources Committee Chair retainer as compared to fiscal 2022. Elements of Our Non-Employee Director Compensation Program. The following table sets forth our fiscal 2023 non-employee director compensation program.

  27. Director Compensation Program for Fiscal 2023

    | Non-Employee Director Compensation | ($) | | Annual Stock Award Value | 85,000 | | Annual Stock Option Award Value | 55,000 | | Annual Board and Committee Member Retainers | | | Board | 95,000 | | Audit Committee Member | 12,500 | | Compensation & Human Resources Committee Member | 7,000 | | Nominating & Governance Committee Member | 6,000 | | Finance Committee Member | 6,000 | | Annual Lead Independent Director and Committee Chair Additional Retainers | | | Lead Independent Director | 30,000 | | Audit Committee Chair | 20,000 | | Compensation & Human Resources Committee Chair | 15,000 | | Nominating & Governance Committee Chair | 7,500 | | Finance Committee Chair | 7,500 |

  28. Director Compensation Program for Fiscal 2023

    The following summarizes our non-employee director compensation program:

  29. Director Compensation Program for Fiscal 2023

    | Element | Key Characteristics | | Annual Retainers | Paid quarterly for service on the Board, committees, committee chairs and Lead Independent Director. | | Stock Awards | On the first business day of our fiscal year, a stock award is automatically granted under our then current shareholder-approved plan. The number of shares is determined by dividing the stock award value by the average of the closing prices of our common stock during the three months prior to the grant. The shares are fully vested at the time of grant. | | Stock Option Awards | On the first business day of our fiscal year, a stock option to purchase shares of our common stock is automatically granted under our then current shareholder-approved plan. The number of stock options is determined by dividing the stock option award value by the grant date fair value of a stock option to purchase one share of our common stock. See below for additional information regarding vesting of stock option grants. | | Common Stock In Lieu of Annual Retainers | Non-employee directors may elect to convert a portion or all of their calendar year annual retainers otherwise payable in cash into shares of our common stock. Retainers earned after the date a director makes such election for a calendar year are issued in shares of our common stock in December of that year, the number of which is determined by dividing the dollar amount of the retainers earned in the calendar year and elected to be converted into shares of our common stock by the closing price of our common stock on the date that the shares are issued. | | Deferred Compensation Plan | Non-employee directors may elect to defer receipt of all or a part of his or her stock award and/or cash compensation on a calendar year basis under The Toro Company Deferred Compensation Plan for Non-Employee Directors, or the Deferred Plan for Directors. Because the value of a director's deferred compensation account fluctuates, as applicable, based on the market value of our common stock or based on a rate of return on funds that are comparable to funds available in The Toro Company Retirement Plan, or Retirement Plan, earnings on deferred compensation are not preferential. Dividends paid on our common stock are credited to a director's account as additional common stock units. A director is fully vested in his or her deferred compensation account. Distributions under the Deferred Plan for Directors are payable in accordance with the director participant's prior distribution elections upon the earliest of retirement, prior to retirement if a valid election has been made or in an unforeseeable financial emergency. | | Company Products | Each of our non-employee directors is entitled to receive certain Company products and related parts, service and accessories for his or her personal use, at no cost; provided, however, that directors are responsible for payment of applicable taxes attributable to the value of such items. The value is deemed to be our distributor net price or its equivalent, which is also the price at which such items are generally available to our employees for purchase. | | Charitable Giving | We offer a matching gift program for our non-employee directors, similar to the matching gift program offered to our employees, which provides that a gift or gifts by a director to one or more tax exempt 501(c)(3) charitable organizations located in the United States will be matched by us in an aggregate amount of up to $1,000 per director per year. | | Indemnification and D&O Insurance | Each non-employee director is a party to an indemnification agreement with us pursuant to which we have agreed to provide indemnification and advancement of expenses to the fullest extent permitted by Delaware law and our Restated Certificate of Incorporation and continued coverage under our D&O insurance. |

  30. Director Compensation Program for Fiscal 2023

    Stock Option Vesting. Except as described below, stock options granted to our non-employee directors vest in three equal installments on each of the first, second and third year anniversaries of the grant date and remain exercisable for a term of ten years after the grant date. If a director becomes disabled or dies, all outstanding unvested stock options will vest in full on the date the director's service ceases by reason of such disability or death and all outstanding stock options may be exercised up to the earlier of the date the stock options expire or one year after the date the director's service ceased by reason of such disability or death. If a director has served as a member of the Board for ten full fiscal years or longer and terminates his or her service on the Board, other than due to death or disability, his or her outstanding unvested stock options will continue to vest in accordance with their terms and the director may exercise the vested portions of the stock options for up to four years after the director's date of termination, but not later than the date the stock options expire. If a director has served as a member of the Board for less than ten full fiscal years and terminates his or her service on the Board, other than due to death or disability, his or her outstanding unvested stock options will expire and be canceled and the director may exercise any vested portions of the stock options for up to three months after the director's date of termination, but not later than the date the stock options expire. The following directors who served during all or part of fiscal 2023 have ten or more fiscal years of service: Janet K. Cooper, Gary L. Ellis, Jeffrey M. Ettinger, Katherine J. Harless and James C. O'Rourke. If there is a change in control of our Company, stock options held by directors will vest immediately and remain exercisable for the remaining term. The general definition of a change in control for these purposes is described under "Potential Payments upon Termination or Change in Control - Change in Control."

  31. Director Compensation for Fiscal 2023

    Director Compensation for Fiscal 2023 The following table provides summary information concerning the compensation of each individual non-employee director who served during fiscal 2023. Amounts in the table are not reduced to reflect elections, if any, by the non-employee directors to defer receipt of compensation. Deferral elections are described in more detail in the footnotes to the table. Earnings on nonqualified deferred compensation are not on a basis that is considered to be above-market or preferential.

  32. Director Compensation for Fiscal 2023

    | Name | Fees Earned or Paid in Cash ($)1, 2 | Stock Awards ($)3 | Option Awards ($)4, 5 | All Other Compensation ($)6 | Total ($) | | Janet K. Cooper | 133,500 | 98,708 | 54,976 | | 287,184 | | Gary L. Ellis | 148,790 | 98,708 | 54,976 | | 302,474 | | Jeffrey M. Ettinger7 | 86,625 | 98,708 | 54,976 | | 240,309 | | Eric P. Hansotia8 | 108,000 | 98,708 | 54,976 | | 261,684 | | Katherine J. Harless8, 9 | 56,750 | 98,708 | 54,976 | 1,645 | 212,079 | | Jeffrey L. Harmening | 121,000 | 98,708 | 54,976 | | 274,684 | | D. Christian Koch | 108,000 | 98,708 | 54,976 | | 261,684 | | Joyce A. Mullen8 | 108,000 | 98,708 | 54,976 | | 261,684 | | James C. O'Rourke | 123,000 | 98,708 | 54,976 | 304 | 276,988 | | Jill M. Pemberton8 | 113,500 | 98,708 | 54,976 | | 267,184 | | Michael G. Vale10 | 85,125 | 98,708 | 54,976 | | 238,809 |

  33. Director Compensation for Fiscal 2023

    1.Unless a director elected to defer receipt or convert a portion or all of his or her annual retainers into shares of our common stock, annual retainers were paid in cash at the beginning of each fiscal quarter. 2.The following directors elected to convert all or a portion of their calendar 2023 cash retainers into shares of our common stock, which number of shares received was based on the closing price of our common stock on December 15, 2023, of $87.40: Mr. Koch—1,235 shares; and Ms. Pemberton—1,298 shares. 3.On November 1, 2022, 939 shares of our common stock were granted to each non-employee director with the calculation as to the number of shares based on the average of the closing prices of our common stock during the three months prior to the grant, which was $90.47. However, the amount reported in the table represents the grant date fair value of $105.12, the closing price on the grant date, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 718. These stock awards were the only stock awards granted to directors during fiscal 2023. As of October 31, 2023, no directors held any restricted stock or other unvested stock awards. 4.On November 1, 2022, a stock option to purchase 1,670 shares of our common stock was granted to each non-employee director. The amount reported in the table represents the grant date fair value computed in accordance with FASB ASC Topic 718. The following is a summary of the specific assumptions used in the valuation of the option awards:

  34. Director Compensation for Fiscal 2023

    | Grant Date | Risk Free Rate | Expected Life | Expected Volatility | Expected Dividend Yield | Per Share Black-Scholes Value | | 11/1/2022 | 4.20% | 6.6 | 24.87% | 0.98% | $32.92 |

  35. Director Compensation for Fiscal 2023

    The exercise price per share is $105.12, which is equal to 100% of the fair market value of our common stock on the grant date, determined by the closing price on that date.The actual value of the stock option awards, if any, to be realized by a director depends upon whether the price of our common stock at exercise is greater than the exercise price on the stock options. These stock option awards were the only stock option awards granted to directors during fiscal 2023. 5.As of October 31, 2023, the aggregate number of stock options (exercisable and unexercisable) held by each director who served during all or part of fiscal 2023 was as follows: Ms. Cooper—24,106; Mr. Ellis—34,336; Mr. Ettinger—34,336; Mr. Hansotia—1,670; Ms. Harless—34,336; Mr. Harmening—10,827; Mr. Koch— 24,106; Ms. Mullen—10,827; Mr. O'Rourke—29,144; Ms. Pemberton—1,670; and Dr. Vale—zero. These numbers are different from the numbers set forth in the Stock Options column in footnote 2. to the Directors and Executive Officers stock ownership table which (i) sets forth information as of January 22, 2024 and (ii) does not include options that will become exercisable more than 60 days after January 22, 2024. 6.We generally do not provide perquisites and other personal benefits to our non-employee directors, other than Company products for personal use and occasional travel for guests of non-employee directors and officers. The amount reported for each of Ms. Harless and Mr. O'Rourke includes the value of products, parts, service or accessories, as described under Company Products above. 7.Mr. Ettinger resigned from our Board effective May 23, 2023, in connection with his acceptance of the position of Interim President of the University of Minnesota. 8.Under the Deferred Plan for Directors the following non-employee directors made deferral elections: Mr. Hansotia elected to defer receipt of his calendar 2022 retainers earned in fiscal 2023; Ms. Harless and Ms. Mullen elected to defer receipt of their (i) calendar 2022 and calendar 2023 retainers earned in fiscal 2023 and (ii) the annual stock award granted on November 1, 2022; Ms. Pemberton elected to defer receipt of her (a) calendar 2022 retainers earned in fiscal 2023 and (b) the annual stock award granted on November 1, 2022; and Dr. Vale elected to defer receipt of his (i) calendar 2023 retainers earned in fiscal 2023. 9.Ms. Harless retired from our Board upon expiration of her term at our Annual Meeting of Shareholders held on March 21, 2023. 10.Dr. Vale resigned from our Board on May 15, 2023.

  36. Director Compensation for Fiscal 2023

    | PROPOSAL TWO—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  37. Best Practices

    Best Practices •A substantial portion of total executive compensation is linked directly to performance. •All incentive compensation is subject to a clawback policy. •Our CEO and other executive officers do not have employment or severance agreements or arrangements, except as provided for in our change in control severance compensation policy, or CIC policy. •We do not provide tax “gross-up” payments under our CIC policy or in connection with any annual or long-term compensation, benefits or perquisites provided to our executive officers. •Our executive officers receive only modest perquisites. •We maintain stock ownership guidelines for our executive officers. •Our insider trading policy prohibits executive officers and directors from purchasing TTC securities on margin, borrowing against any account in which TTC securities are held, hedging, or pledging TTC securities as collateral for a loan. •We have an independent Compensation & Human Resources Committee. •We utilize an independent external compensation consultant. We believe that our executive compensation objectives and core principles have resulted in an executive compensation program and related decisions that have appropriately incentivized the achievement of financial goals and produced financial results that have benefited our Company and our shareholders and are expected to drive long-term shareholder value.

  38. Executive Summary: Fiscal 2023 Compensation Actions and Outcomes

    | Pay Element | Fiscal 2023 Actions | | Base Salary | •With the exception of Ms. Drake who was promoted on March 10, 2023, Ms. Totsky who joined our Company in June 2023 and Mr. Rodier who announced his retirement in January 2023, our NEOs received base salary increases on March 1, 2023. •Our Chairman and CEO received a base salary increase of 4.1% and our other NEOs received a base salary increase ranging from 2.4% to 4.1% on March 1, 2023. •Mr. Janey received a promotional base salary increase on November 1, 2022 and Ms. Drake received a promotional increase on March 10, 2023. | | Annual Cash Incentive | •Target annual cash incentive award opportunities as a percent of base salary were established for each of our NEOs, representing 130% of base salary for our Chaiman and CEO and ranging from 55% to 80% of base salary for our other NEOs. •In connection with her promotion, Ms. Drake received an increase from 55% to 65% in her target annual cash incentive award opportunity. Mr. Janey's target annual cash incentive award opportunity represented an increase from 55% to 6% in connection with his promotion. •Corporate performance measures, weightings and goals were established for all of our NEOs. Additionally, divisional performance measures weightings and goals were established for Ms. Dahl, who assumed the position of Vice President, International on March 1, 2023 •The corporate performance measures and weightings were as follows: |

  39. Executive Summary: Fiscal 2023 Compensation Actions and Outcomes

    | | Corporate Performance Measures | Weighting | | | Adjusted diluted EPS* | 50% | | | Revenue growth | 25% | | | Working capital as a percent of sales | 25% | | •Actual corporate performance was between threshold and target for adjusted diluted EPS and below threshold for revenue growth and working capital as a percent of sales. The resulting corporate payout percentage was 29.0% of target. | | | | * Non-GAAP financial measure. See fiscal 2023 investor presentation for definition and reconciliation to GAAP financial measure. | | |

  40. Executive Summary: Fiscal 2023 Compensation Actions and Outcomes

    | Pay Element | Fiscal 2023 Actions | | Long-Term Incentives | •All of our NEOs, other than Ms. Totsky had a target long-term incentive value established with the long-term mix consisting of 50% of the target value in stock options and 50% in performance share awards. •The stock options vest in annual installments over three years. •The performance share awards may vest and be paid out in shares of our common stock dependent upon the achievement of the following corporate performance measures over a three-year performance period from fiscal 2023 to fiscal 2025: |

  41. Executive Summary: Fiscal 2023 Compensation Actions and Outcomes

    | Performance Measures | Weighting | | Cumulative net income, plus after-tax interest | 50% | | Cumulative revenue | 25% | | Working capital as a percent of sales | 25% |

  42. Executive Summary: Fiscal 2023 Compensation Actions and Outcomes

    | | •Actual performance of our fiscal 2021-2023 performance share awards, which excluded the financial impacts of our January 2022 acquisition of Intimidator Group., was between target and maximum for cumulative net income plus after-tax interest, above maximum for cumulative revenue and below threshold for working capital as a percent of sales, resulting in a payout percentage was 130.7% of target. •In connection with her hiring, Ms. Totsky was granted a restricted stock unit award which vests in annual installments over three years. •In connection with their promotions, Ms. Drake and Mr. Janey were granted restricted stock unit awards which vest in annual installments over three years. | | Say-on-Pay Vote | •Our shareholders had the opportunity to vote on an advisory say-on-pay proposal at our 2023 Annual Meeting of Shareholders. Over 94% of votes cast were in favor of the proposal. •The Compensation & Human Resources Committee believes these results affirmed shareholder support of our approach to executive compensation. As a result, we did not believe it was necessary to, and, therefore, did not, make any significant structural changes to our executive compensation program in response to our Say-on-Pay vote last year. | | Other Compensation Related Actions | •In connection with her hiring, Ms. Totsky received a cash sign-on bonus and customary relocation benefits, in addition to her restricted stock unit award and other customary compensation. •Effective October 2, 2023, we revised our clawback policy to conform with final NYSE clawback rules that require clawback of erroneously awarded compensation as mandated under the Dodd-Frank Wall Street Reform and Protection Act. •In January 2024, we revised our stock ownership guidelines to increase the guideline for our Chairman and CEO and to add a holding requirement. |

  43. Compensation Highlights and Best Practices

    | What We Do | | | What We Don't Do | | ✓ | Structure our executive officer compensation so it is competitive, and a significant portion of pay is at risk | Х | No guaranteed salary increases | | ✓ | Emphasize long-term performance in our equity-based incentive awards | Х | No guaranteed bonuses, except on occasion to new hires | | ✓ | Use a mix of performance measures in our incentive plans | Х | No excessive perquisites | | ✓ | Establish threshold levels of performance and caps on payouts | Х | No individual employment agreements | | ✓ | Maintain a robust clawback policy and provisions | Х | No short sales or derivative transactions in TTC stock, including hedges, or pledging | | ✓ | Have robust stock ownership guidelines and holding requirements for executive officers | Х | No current payment of dividends on unvested awards | | ✓ | Require minimum vesting periods on equity awards | Х | No repricing of stock options | | ✓ | Hold an annual say-on-pay vote | Х | No excise or other tax gross-ups |

  44. Elements of Our Executive Compensation Program

    | Element | Key Characteristics | Purpose | Key Fiscal 2023 Actions | | Base Salary | A fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted. | Provide a source of fixed income that is market competitive and reflects scope and responsibility of the position held. | With the exception of Ms. Drake who was promoted on March 10, 2023, Ms. Totsky who joined our Company on June 19, 2023 and Mr. Rodier who announced his retirement in January 2023, our NEOs received base salary increases on March 1, 2023. Our Chairman and CEO received a base salary increase of 4.1% and our other NEOs received a base salary increase of 2.4% to 4.1% over their respective fiscal 2022 base salaries. Ms. Drake received a 36% base salary increase on March 10, 2023 in connection with her promotion to Vice President, Chief Financial Officer. Mr. Janey received a 9.7% base salary increase on November 1, 2022 in connection with his promotion to Group Vice President, Landscapes and Contractor. | | Annual Cash Incentive | A variable, short-term element of compensation, payable in cash based on achievement of pre-established annual financial goals. | Motivate and reward our executive officers for achievement of annual financial goals intended to drive overall company, division or business and / or operational performance. | At the beginning of fiscal 2023, a target award as a percent of base salary was established at 130% for our Chairman and CEO. Target awards for other NEOs were established between 55% and 80% of base salary. Ms. Drake's target award as a percent of base salary was increased from 55% to 65% in connection with her promotion to Vice President and Chief Financial Officer. Mr. Janey's target award as a percent of base salary was increased from 55% to 65% in connection with his promotion to Group Vice President, Landscapes and Contractor. Corporate performance measures, weightings and goals were established for all of our NEOs. Additionally, divisional performance measures, weightings and goals were established for Ms. Dahl, who assumed the position of Vice President, International on March 1, 2023. | | Long-Term Incentives | A variable, long-term element of compensation, provided in the form of performance share awards (payable based on achievement of three-year cumulative financial goals) and stock options, which vest annually over three years. | Align the interests of our executive officers with our shareholders; encourage focus on long-term company financial performance measures that are deemed strategically and operationally important to our Company; promote retention of our executive officers; and encourage significant ownership of our common stock. | All of our NEOs, other than Ms. Totsky, were granted performance share awards and stock options. In connection with her hiring, Ms. Totsky was granted a restricted stock unit award. In connection with their promotions, Ms. Drake and Mr. Janey were granted restricted stock unit awards. |

  45. Annual Cash Incentives

    Annual Cash Incentives General. To help ensure we meet our compensation program objective of linking pay to performance, we provide the opportunity for our executive officers to earn an annual cash incentive, which is designed to motivate attainment and reward accomplishment of annual financial goals. At the beginning of each fiscal year, during its regular meeting held in December, the Compensation & Human Resources Committee approves a target award expressed as a percentage of base salary for each executive officer and specific performance measures, weightings, goals and performance adjustment events, if any. For each performance measure, a threshold, target and maximum level of performance is defined, which have corresponding payout percentages. Following the end of the fiscal year, at the Committee's regular meeting held in December, Management presents a summary of, and the Committee certifies, actual performance as compared to the pre-established goals together with a corresponding payout percentage, which is expressed as a percent of target performance. Target Awards. When determining the target award for each executive officer, the Committee reviews the market 50th percentile for target total cash compensation (sum of base salary and target annual cash incentive) for the position in which such executive officer serves. Our objective is that when we achieve target levels of performance for each measure, resulting total cash compensation paid to our executive officers is within a reasonable range of the market 50th percentile. Actual total cash compensation will generally exceed the market 50th percentile if actual performance for each measure exceeds the pre-established target annual financial goals and will generally be less than the market 50th percentile if actual performance for each measure is below the pre-established target annual financial goals. In addition to considering the market data, the Committee also considers experience, tenure, scope and complexity of the executive officer's position, individual contributions and performance, as well as internal pay equity. Actual awards can range from 0% (if threshold levels of performance are not met) to 200% of the target award (if maximum levels of performance are met for all of the performance measures) and the resulting competitiveness of total cash compensation will also vary accordingly. Fiscal 2023 Awards. The fiscal 2023 target awards for our NEOs, any change in the target award percentage, the resulting cash incentive award, and actual target total cash compensation are below. The fiscal 2023 base salary earnings for Ms. Peterson and Mr. Rodier reflect earnings from the beginning of fiscal 2023 through their respective retirement dates and the fiscal base salary earnings for Ms. Totsky represent earnings from her hire date through the end of fiscal 2023.

  46. Annual Cash Incentives

    | Name | Fiscal 2023 Base Salary Earnings ($) | Fiscal 2023 Award at Target (% of base salary) | Fiscal 2023 Target Award Percentage Change | Fiscal 2023 Target Annual Cash Incentive Award ($) | Fiscal 2023 Target Total Cash Compensation ($) | | Mr. Olson | 1,129,958 | 130% | No Change | 1,468,945 | 2,598,903 | | Ms. Drake1 | 510,777 | 65% | +10% | 317,640 | 828,417 | | Ms. Peterson | 482,716 | 80% | No Change | 386,173 | 868,888 | | Ms. Totsky | 200,967 | 65% | N/A | 130,628 | 331,595 | | Ms. Dahl | 523,981 | 65% | No Change | 340,587 | 864,568 | | Mr. Janey | 431,519 | 65% | +10% | 280,487 | 712,007 | | Mr. Rodier | 284,221 | 75% | No Change | 213,166 | 497,387 |

  47. Annual Cash Incentives

    1.Ms. Drake's target annual cash incentive award and target total cash compensation are calculated based on base salary earnings and the target award as a percent of base salary in effective for her time period as Vice President Finance from November 1, 2022 through March 9, 2023 and Vice President, Chief Financial Officer from March 10, 2023 through the end of fiscal 2023. We believe the fiscal 2023 target annual cash incentive awards when combined with the annual base salaries are within a reasonable range of the market 50th percentile and that the differentiation of target awards among our NEOs was appropriate given the scope and responsibility of their respective positions. The target award for Ms. Drake was established at 55% at the beginning of fiscal 2023 and then increased to 65% effective on March 10, 2023 in connection with her promotion to Vice President, Finance and Chief Financial Officer. The target award for Mr. Janey was increased from 55% to 65% at the beginning of fiscal 2023 in connection with his promotion to Group Vice President, Landscapes and Contractor. These changes were made to bring their target total cash compensation closer to the market 50th percentile for their respective positions. Performance Measures, Weightings and Goals. Each year, the Committee determines performance measures, weightings, goals and performance adjustment events, if any, for the annual cash incentive awards. We believe that in order to motivate our executive officers to achieve annual financial goals, it is important to select performance measures aligned with our annual financial goals, as well as drive shareholder value. Key elements for fiscal 2023 included profitability, revenue growth, and asset efficiency; and, accordingly, the corporate performance measures for fiscal 2023 and their weightings were intended to support these key elements. The corporate performance measures and weightings for fiscal 2023 were as follows:

  48. Annual Cash Incentives

    | Corporate Performance Measures | | | Adjusted diluted EPS* | 50% | | Corporate revenue growth | 25% | | Corporate working capital as a percent of sales | 25% | | * Non-GAAP financial measure. See fiscal 2023 investor presentation for definition and reconciliation to GAAP financial measure. | |

  49. Annual Cash Incentives

    While the corporate performance measures were the same as last year, the weighting for corporate revenue growth was decreased by 5% and the weighting for working capital as a percent of sales was increased by 5% to increase focus on asset efficiency a bit more than last year. At its meeting in December 2022, the Committee's first meeting of fiscal 2023, threshold, target and maximum goals were established by the Committee for each corporate performance measure. Target levels of performance were established based on our annual financial goals, which takes into account our prior fiscal year actual financial results, our competitive situation and the general outlook for our business for fiscal 2023. As in past years, the adjusted diluted EPS threshold goal, which was set at 80% of plan, must have been met in order for there to be any payout for corporate participants. The Committee established specific adjustment events for determining corporate performance payouts. The impact of an acquisition on the payouts was determined by the size of the acquisition based on projected annual revenue for the first twelve months following the closing of an acquisition, as follows: •The impact of any acquisition greater than $10 million was to be excluded from the payout calculation, unless such acquisition was included in the fiscal 2023 goals; and •The impact of any acquisition less than $10 million was to be included in the payout calculation. In addition, any externally driven changes in accounting principles and standards were to be excluded if the cumulative net impact on the payout of all such accounting adjustments affected the award payout by more than 2%. Performance Measures and Goals. Our executive officers with all corporate responsibilities, which includes all of our NEOs other than Ms. Dahl, had 100% of their annual cash incentive tied to corporate performance to encourage an enterprise-wide performance perspective. Ms. Dahl's annual cash incentive was 100% tied to corporate performance during the period from November 2022 through February 2023 and was tied 50% to corporate performance and 50% tied to performance of the international division in light of her new role as Vice President, International commencing in March 2023. The table below summarizes the fiscal 2023 corporate performance measures and goals applicable to our NEOs. The fiscal 2023 corporate performance measures, weightings, goals and actual performance levels are reflected in the table below.

  50. Annual Cash Incentives

    | Corporate: Fiscal 2023 Performance Measures | Threshold (40% payout) | Target (100% payout) | Maximum (200% payout) | Actual | | 50% adjusted diluted EPS | $3.92 | $4.90 | $5.88 | $4.21 (between threshold and target) | | 25% corporate revenue growth | 7.6% | 10.6% | 13.6% | 0.9% (below threshold) | | 25% corporate working capital as a percent of sales | 19.02% | 16.54% | 14.06% | 23.3% (below threshold) | | Corporate performance payout | | | | 29.0% of target |

  51. Annual Cash Incentives

    The international division performance measures, weightings, goals and actual performance applicable to Ms. Dahl are reflected in the table below.

  52. Annual Cash Incentives

    | International Division: Fiscal 2023 Performance Measures | Threshold (40% payout) | Target (100% payout) | Maximum (200% payout) | Actual | | 50% Controllable Profit Contribution | $86,411 | $108,013 | $129,616 | $108,213 (between target and maximum) | | 25% Revenue Growth | 2.0% | 7.0% | 12.0% | 0.4% (below threshold) | | 16.5% Days Inventory Outstanding | 143.86 | 130.78 | 117.70 | 158.44 (below threshold) | | 8.5% Days Sales Outstanding | 106.72 | 97.02 | 87.32 | 93.79 (between target and maximum) | | International division performance payout | | | | 61.8% of target |

  53. Annual Cash Incentives

    Discussion and Analysis. All of our NEOs, other than Ms. Dahl had 100% of their annual cash incentive awards tied to corporate performance for all of fiscal 2023; and therefore, their annual cash incentive award payouts were at 29.0% of target. Applying the corporate performance payout to their individual target awards, this translated to payouts of fiscal year base salaries of approximately 40% for Mr. Olson and approximately 20% to 25% for the other NEOs. Ms. Dahl had 100% of her annual cash incentive award for a part of fiscal 2023 in which she served as Vice President, General Counsel and Corporate Secretary and her award was tied 50% to corporate performance and 50% to international division performance from March 1, 2023 through the remainder of fiscal 2023, which is the time period in which she served as Vice President, International. Actual Cash Compensation Discussion and Analysis. Fiscal 2023 actual total cash compensation (which represents the sum of actual fiscal 2023 base salary earnings and actual fiscal 2023 total annual cash incentive award payout) is reflected in the table below. The fiscal 2023 base salary earnings for Ms. Peterson and Mr. Rodier reflect earnings through their respective retirement dates and the fiscal 2023 base salary earnings for Ms. Totsky represent earnings from her employment start date of June 19, 2023 through the end of fiscal 2023. The corporate payout was less than target at 29.0% and the international division payout was less than target at 61.8%, which aligns with our pay for performance philosophy.

  54. Annual Cash Incentives

    | Name | Fiscal 2023 Base Salary Earnings ($) | Fiscal 2023 Total Annual Cash Incentive Award Payout ($) | Fiscal 2023 Total Cash Compensation ($) | | Mr. Olson | 1,129,958 | 425,260 | 1,555,217 | | Ms. Drake | 510,777 | 91,957 | 602,734 | | Ms. Peterson | 482,716 | 111,797 | 594,513 | | Ms. Totsky | 200,967 | 37,817 | 238,784 | | Ms. Dahl | 523,981 | 135,656 | 659,637 | | Mr. Janey | 431,519 | 81,201 | 512,720 | | Mr. Rodier | 284,221 | 61,712 | 345,933 |

  55. Long-Term Incentives

    Long-Term Incentives General. We believe our use of long-term incentives tied to our common stock, along with our stock ownership guidelines, align the interests of our executive officers with the interest of our shareholders. Therefore, we provide the opportunity for our executive officers to earn market competitive long-term incentives in the form of annual stock options and performance share awards. In determining the size of these long-term incentive awards for each executive officer, we consider market data, the scope and complexity of the executive's position, experience, tenure, internal pay comparisons, function, division, and individual performance and historical targeted grant levels. Generally, one-half of the long-term incentive value is delivered in the form of stock options and one-half is delivered in the form of performance share awards, both of which are approved by the Compensation & Human Resources Committee at its regular meeting held in December. We believe this equity mix strikes the appropriate balance between rewarding achievement of Company specific performance measures and delivering long-term incentive value based on stock price appreciation. Actual value realized from our long-term incentive awards may vary from the market 50th percentile based on the price of our common stock and performance against the three-year cumulative financial goals for the performance share awards. In addition to stock options and performance share awards, we occasionally use restricted stock unit awards in connection with the hiring of new executive officers, mid-year promotions of existing executive officers, leadership transition or retention purposes. Stock Options. As the Committee's meeting is generally held before the announcement of our financial results for the recently completed fiscal year, annual stock options for fiscal 2023 were granted on the second business day following such announcement (with the first day being the announcement date), and have a per share exercise price equal to the closing price of our common stock on the grant date. For fiscal 2024, this timing was revised to be the fourth trading day following the filing of our annual report on Form 10-K (with the first day being the filing date). We believe our stock options are performance based - if we deliver strong shareholder returns, our stock price presumably will increase, thereby increasing the value of the stock options and executive officer resulting total compensation. If shareholder value is not delivered and our stock price does not increase, the options will have no value. To determine the number of annual stock options to award our executive officers, we start with a total target value of options and divide that value by the expected value of an option, using a Black-Scholes option pricing method. Our annual stock options vest in annual equal installments over three years, which three-year schedule is consistent with the three-year performance period for our performance share awards. We believe the three-year period for our long-term incentive awards provides retention value and focuses our executive officers on attainment of long-term performance. Occasionally the Committee will grant stock options for use in certain situations, including hiring of new executive officers, mid-year promotions of existing executive officers, leadership transition or retention purposes. Vesting for these options is generally time-based. Performance Share Awards. Performance share awards are granted each year at the December Committee meeting and then paid out in shares of our common stock following completion of a three-year performance period if certain performance goals are achieved as determined by the Committee. The Committee establishes performance measures, weightings, goals and performance adjustment events, if any, for the entire three-year performance period, as well as thresholds and maximums. Factors the Committee considers when establishing the performance goals for the three-year period include our prior fiscal year actual financial business results, our longer-term strategic plan outlook, including our projections for performance for years two and three of the three-year award term, and of our competitive situation and outlook. At the end of the three-year performance period, Management presents a summary of, and the Committee certifies, performance against the performance goals, including the applicability of any adjustment events, and a corresponding payout, which is expressed as a percent of target. Actual payouts can range from 0% (if the threshold performance levels are not met) to 200% of the target award (if maximum performance levels are met). To determine the number of target performance share awards to be granted to our executive officers, we start with a total target value of performance share awards to be delivered. That value is divided by an expected value per share to determine the number of performance share awards to grant at target. The expected value per share is equal to the average closing price of our common stock over the last three months of the prior fiscal year to help smooth out any price volatility in our common stock. Restricted Stock Unit Awards. Occasionally, the Committee will grant restricted stock unit awards for use in certain situations, including hiring of new executive officers, mid-year promotions of existing executive officers, leadership transition or retention purposes. Vesting may be either performance-based or time-based. Fiscal 2023 Grants. The number of stock options and performance share awards granted to our NEOs for fiscal 2023 can be found in the "Grants of Plan-Based Awards for Fiscal 2023" table. This table also reflects the number of performance shares at threshold and maximum levels of performance. The grant date fair value of those awards can also be found in the "Summary Compensation Table." In addition to our annual grants, we granted restricted stock unit awards to Ms. Totsky, as a part of her employment offer and upon commencement of her employment, as well as to Mr. Janey and Ms. Drake in connection with their respective promotions. All of these restricted stock unit awards vest in annual installments over three years. Detail regarding these grants also can be found in the "Grants of Plan-Based Awards for Fiscal 2023" table and the grant date fair value of those awards also are included in the "Summary Compensation Table." Performance Measures for the Performance Period Beginning in Fiscal 2023. For the fiscal 2023 to fiscal 2025 performance share awards, the following corporate performance measures and weightings were established for all of our executive officers:

  56. Long-Term Incentives

    | Performance Measures | Weighting | | Cumulative net income, plus after-tax interest | 50% | | Cumulative revenue | 25% | | Working capital as a percent of sales | 25% |

  57. Long-Term Incentives

    While the corporate performance measures for the fiscal 2023 to fiscal 2025 performance share awards were the same as last year, the weighting for corporate revenue growth was decreased by 5% and the weighting for corporate working capital as a percent of sales was increased by 5% to increase focus on asset efficiency a bit more than last year. At its meeting in December 2022, threshold, target and maximum goals were established for the fiscal 2023 to fiscal 2025 performance share awards. The specific performance goals for the three-year award period are maintained by us as proprietary and confidential. The Committee believes that disclosure of these specific performance goals would represent competitive harm to us as such cumulative corporate goals and results are not publicly disclosed and are competitively sensitive. For each performance measure, the target goal reflects the cumulative three-year financial plan set at the corporate level. Based on historical performance, the Committee believes the attainment of target performance levels, while uncertain, could be reasonably anticipated. Threshold goals represent the minimum level of performance necessary for there to be a payout for that performance measure and the Committee believes the threshold goals are likely to be achieved. Maximum goals represent the performances at which payouts are 200% of the target award. Even if actual results exceed the maximum goals, the payouts are capped at 200% of the target award. Maximum goals represent levels of performance at which the Committee determined a payout of 200% of target would be appropriate. The Committee believes that the maximum goals established are more aggressive goals. Adjustment Events. In addition to approving performance measures, goals and weightings, the Committee also established specific corporate adjustment events for determining payouts under the fiscal 2023 to fiscal 2025 performance share awards, including the following:

  58. Long-Term Incentives

    | Adjustment Event | Size | Impact Effect | | Acquisitions (as determined by projected first 12 months of revenue) | Acquisition is ≥ $50 million | Excluded | | | Acquisition is < $10 million | Included | | | Acquisition is between $10 million and $50 million | Included, if transaction closes in first year of performance period Excluded, if transaction closes in second or third year of performance period | | Change in Accounting Principles or Standards | Cumulative net impact on the payout of all accounting adjustments is > 2% | Excluded |

  59. Long-Term Incentives

    Performance Measures for the Performance Period Ending in Fiscal 2023. The performance share awards that were granted in fiscal 2021 for the fiscal 2021 to fiscal 2023 performance period were approved for payout upon the Committee's certification of performance against the goals and impact of any predefined adjustment events at its meeting on December 12, 2023. Pursuant to the predefined adjustment events, all financial impacts related to our acquisition of Intimidator Group in January 2022 were excluded from the payout calculation. The payout for our fiscal 2021 to fiscal 2023 performance share awards was 130.7% of target. The table below outlines the corporate performance measures and weightings, as well as threshold, target and maximum goals that were established by the Committee at the beginning of fiscal 2021, along with actual levels of performance when factoring in adjustment events, for the fiscal 2021 to fiscal 2023 performance share awards.

  60. Long-Term Incentives

    | Fiscal 2021 to Fiscal 2023 Performance Measures | Threshold (40% payout) | Target (100% payout) | Maximum (200% payout) | Actual | | 50% cumulative corporate net income plus after-tax interest (in thousands) | $1,028,327 | $1,285,409 | $1,542,491 | $1,391,296 (between target and maximum) | | 30% cumulative corporate revenue (in thousands) | $10,881,606 | $11,664,792 | $12,207,664 | $12,711,072 (above maximum) | | 20% corporate working capital as a % of sales | 20.48% | 18.62% | 16.76% | 22.90% (below threshold) | | Fiscal 2021 to fiscal 2023 performance share award payout | | | | 130.7% of target |

  61. Long-Term Incentives

    Discussion and Analysis. In applying the actual performance when factoring in the defined adjustment events against the weightings of the performance measures, the fiscal 2021 to fiscal 2023 payout was 130.7% of target. Target Total Direct Compensation. When analyzing compensation, we look at base salary, target total cash compensation and target total direct compensation in comparison to the market 50th percentile when establishing base salary levels, target annual cash incentive awards and long-term incentive awards. Actual value realized from long-term incentives is dependent on actual payout of performance share awards at the end of the three-year term, which is dependent on actual cumulative performance against established performance goals and the stock price at the time of exercise for stock option grants. Therefore, it is difficult to assess actual total direct compensation on an annual basis in comparison to the market since the market data may have changed significantly when actual long-term incentive results are fully realized. Additionally, grant date fair value of long-term incentive awards as reflected in the Summary Compensation Table can vary significantly from the target long-term incentive value we use to calculate the number of performance share awards and stock options to grant. This is because the grant date fair value is determined based on the value of our common stock on the grant date of the awards; whereas, we use a three-month average closing price of our common stock to convert the target long-term incentive values into the number of performance share awards and stock options to grant. We believe it is important to continue to review target total direct compensation when establishing long-term incentive grants. The fiscal 2023 target total direct compensation (sum of actual base salary, target annual cash incentive and target value of equity awards), for our Chairman and CEO is in the table below.

  62. Long-Term Incentives

    | Name | Fiscal 2023 Target Total Direct Compensation ($) | | Mr. Olson | 8,433,500 |

  63. Employment, Severance and Change in Control Arrangements

    Employment, Severance and Change in Control Arrangements None of our executive officers have any employment or severance agreements or arrangements other than as provided for in our Change-in-Control (CIC) policy and other than certain change in control provisions in our equity plans. Accordingly, our executive officers do not have the right to cash severance or additional benefits in connection with a termination of employment except in connection with a change in control of our Company as described under "Potential Payments Upon Termination or Change in Control." Each executive officer is a party to our standard confidentiality, invention and non-compete agreement. We believe our CIC policy and other change in control arrangements are important because they provide retention incentives and additional monetary motivation to complete a transaction that the Board believes is in the best interests of our Company and shareholders. We believe it is in the best interests of our Company and our shareholders to assure that we will have the continued dedication of our executives, notwithstanding the possibility, threat or occurrence of a change in control. We also believe it is imperative to diminish any distraction of our executives by virtue of the personal uncertainties and risks, including personal financial risks, created by a pending or threatened change in control of the Company. Our CIC policy incorporates a "double trigger" mechanism and provides for a severance payment for an executive officer if within three years after a change in control an executive officer's employment is terminated by us without just cause or the executive officer terminates his or her employment for good reason, or if such termination occurs at the request of a third party who had taken steps reasonably calculated to effect the change in control. Our CIC policy does not provide a "gross-up" for 280G excise taxes and, as a condition to the payment of any severance payment, the executive officer must execute a release of claims against us. In addition to our CIC policy, we also have change in control provisions in our 2022 Plan and prior equity plans and individual award agreements that apply to our executives, as well as other employees, that provide for immediate vesting acceleration upon a change in control. More information regarding these provisions is also provided under "Potential Payments Upon Termination or Change in Control—Change in Control." Because the immediate vesting of stock options, restricted stock units and certain other awards is triggered by the change in control itself, and is not dependent upon a termination of employment within a certain protection period, these acceleration provisions are known as a "single trigger" change in control arrangements. We believe these "single trigger" change in control arrangements for equity awards granted provide important retention incentives during what can often be an uncertain time for employees and provide executives with additional monetary motivation to focus on and complete a transaction that our Board believes is in the best interests of our shareholders rather than seeking new employment opportunities. If an executive were to leave prior to the completion of the change in control, non-vested options or other awards held by the executive would terminate. The Committee reviews our change of control arrangements periodically to ensure that they remain appropriate.

  64. Competitive Considerations and Use of Market Data

    Competitive Considerations and Use of Market Data Since one of the objectives of our executive compensation program is to provide market competitive compensation opportunities, the Committee uses market data provided by Willis Towers Watson to help evaluate and make compensation decisions. Market data, which is size-adjusted, is provided by Willis Towers Watson through its executive compensation database, which includes roughly 500 participating companies. We believe that the market for our executive officer talent is not limited to the manufacturing industry; therefore, we do not focus specifically on manufacturing companies within the database, nor do we identify a separate group of peer companies within the manufacturing industry for executive compensation purposes. The market data provided by Willis Towers Watson was in aggregate form and, therefore, individual data for participating companies in the survey was not considered when determining executive officer compensation in total or for any individual officer or element. We typically target pay opportunities within a competitive range of the market 50th percentile for each element of compensation and in total; however, variance around the market 50th percentile is dependent on a number of factors, including an executive's level of professional experience, the executive's duties and responsibilities, individual performance, future potential, tenure in the position, corporate and/or division performance, as applicable, internal pay comparisons, and outside market factors, including general economic and labor conditions.

  65. How We Make Compensation Decisions

    | Responsible Party | Roles and Responsibilities | | Compensation & Human Resources Committee (Comprised solely of independent directors and reports to the Board of Directors) | •Oversees all aspects of our executive compensation program. •Annually reviews and approves our corporate goals and objectives relevant to Chairman and CEO compensation. •Evaluates Chairman and CEO's performance in light of such goals and objectives, and determines and approves his compensation based on this evaluation, subject to ratification by the Board of Directors. •Reviews and approves all executive officer compensation, including base salary, annual cash incentive awards, long-term incentive awards and their payouts. •Oversees our equity and incentive compensation plans and reviews and approves equity awards and executive incentive payouts. •Ensures our incentive compensation arrangements are reviewed to confirm they do not encourage unnecessary risk-taking. •Evaluates market competitiveness reviews of each executive officer's compensation (in total and by each individual element). •Evaluates proposed changes to our executive compensation program. •Has sole authority to hire consultants, approve their fees and determine the nature and scope of their work. | | Independent External Compensation Consultant (Willis Towers Watson) (Independent under NYSE listing standards and reports to the Compensation & Human Resources Committee) | •Provides advice and guidance on the appropriateness and competitiveness of our executive compensation program relative to our performance and market practice. •Reviews total compensation strategy and pay levels for executives. •Examines our executive compensation program to ensure that each element supports our business strategy. •Assists in gathering competitive market data. •Provides advice with respect to our incentive plans, performance measures and equity compensation mix. •Periodically assesses risk as it related to our incentive plans. •Reviews structure and competitiveness of our non-employee director compensation program. •Regularly attends Compensation & Human Resources Committee meetings. | | Management (Chairman and CEO, former Vice President, Human Resources and General Counsel, current Vice President, Human Resources and Managing Director, Total Rewards and Employee Services) | •Provides compensation information to Compensation & Human Resources Committee and external compensation consultant to assist them in making and recommending compensation. •Confers with the Compensation & Human Resources Committee and external compensation consultant concerning design and development of compensation and benefit plans. •Provides analysis and recommendations on executive officer compensation to the Compensation & Human Resources Committee. •Reviews performance of executive officers. •Provides no input or recommendations with respect to their own compensation. |

  66. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation for each of the last three fiscal years awarded to, earned by or paid to individuals who served as our principal executive officer and principal financial officer during fiscal 2023, each of the other three most highly compensated executive officers during fiscal 2023 and one former executive officer who would have been one of the three mostly highly compensated executive officers had he still been serving as an executive officer at the end of fiscal 2023. We collectively refer to these as our “named executive officers,” or NEOs. Amounts in this Summary Compensation Table are not reduced to reflect any elections to defer receipt of base salary, annual cash incentive award payouts or performance share award payouts. Elections to defer these forms of compensation are described in more detail under “Nonqualified Deferred Compensation for Fiscal 2023.” Earnings on nonqualified deferred compensation are not on a basis that is considered to be above-market or preferential. The “Compensation Discussion and Analysis” provides additional information about compensation paid to our NEOs.

  67. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary1 ($) | Bonus2 ($) | Stock Awards3 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation5 ($) | All Other Compensation6 ($) | Total ($) | | Richard M. Olson, Chairman of the Board, President and Chief Executive Officer | 2023 | 1,129,958 | 0 | 3,599,694 | 3,692,052 | 425,260 | 178,847 | 9,025,811 | | | 2022 | 1,086,778 | 0 | 2,489,773 | 2,507,118 | 974,698 | 253,586 | 7,311,953 | | | 2021 | 1,045,930 | 0 | 2,536,520 | 2,651,082 | 2,095,541 | 300,778 | 8,629,851 | | Angela C. Drake, Vice President and Chief Financial Officer | 2023 | 510,777 | 0 | 1,063,014 | 223,146 | 91,957 | 75,810 | 1,964,704 | | Renee J. Peterson, Former Vice President and Chief Financial Officer | 2023 | 482,716 | 0 | 930,762 | 953,442 | 111,797 | 105,793 | 2,584,510 | | | 2022 | 595,089 | 0 | 659,347 | 661,824 | 328,441 | 148,911 | 2,393,612 | | | 2021 | 566,066 | 0 | 634,130 | 663,264 | 756,083 | 187,432 | 2,806,975 | | Joanna M. Totsky, Vice President, General Counsel and Corporate Secretary7 | 2023 | 200,967 | 150,000 | 1,349,913 | 0 | 37,817 | 119,245 | 1,857,942 | | Amy E. Dahl, Vice President, International | 2023 | 523,981 | 0 | 504,630 | 520,674 | 135,656 | 100,348 | 1,785,289 | | | 2022 | 503,397 | 0 | 383,799 | 388,362 | 225,741 | 115,530 | 1,616,829 | | | 2021 | 480,635 | 0 | 398,596 | 420,462 | 521,604 | 147,740 | 1,969,037 | | Gregory S. Janey, Group Vice President, Landscapes & Contractor8 | 2023 | 431,519 | 0 | 603,428 | 382,053 | 81,201 | 68,147 | 1,566,348 | | Richard W. Rodier, Former Group Vice President, Construction Businesses | 2023 | 284,221 | 0 | 616,770 | 635,628 | 61,712 | 76,547 | 1,674,878 | | | 2022 | 537,054 | 0 | 472,368 | 473,388 | 277,885 | 114,968 | 1,875,663 | | | 2021 | 515,545 | 0 | 561,658 | 584,304 | 602,528 | 127,192 | 2,391,227 |

  68. Summary Compensation Table

    1.Amounts reflect actual salary earnings throughout the fiscal year. 2.We generally do not pay discretionary bonuses or bonuses that are subjectively determined; we did not pay any such bonuses to any of our NEOs in any of the last three most recently completed fiscal years, other than a sign-on bonus to Ms. Totsky as part of her employment offer and upon commencement of her employment with us. Annual cash incentive award payouts based on performance against pre-established financial performance goals are reported in the Non-Equity Incentive Plan Compensation column. 3.Amounts reported for fiscal 2023 for our NEOs, other than for Ms. Totsky, represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of performance share awards granted for the fiscal 2023 to fiscal 2025 performance period assuming target levels of performance. The amount reported for Ms. Totsky reflects the grant date fair value of a restricted stock unit award granted to her in June 2023 as part of her employment offer. The amount reported for Ms. Drake also includes the grant date fair value of a restricted stock unit award granted to her in March 2023 in connection with her promotion to Vice President and Chief Financial Officer. The amount reported for Mr. Janey also includes the grant date fair value of a restricted stock unit award granted to him in November 2022 in connection with his promotion to Group Vice President, Landscapes and Contractor. Amounts reported for fiscal 2023 are set forth in the Grants of Plan-Based Awards for Fiscal 2023 table in the Grant Date Fair Value of Stock and Option Awards column. Provided below is the fiscal 2023 grant date fair value of performance share awards for the fiscal 2023 to fiscal 2025 performance period assuming maximum levels of performance. The maximum value is calculated using the number of shares reflected in the Maximum column of the Estimated Future Payouts Under Equity Incentive Plan Awards section of the Grants of Plan-Based Awards for Fiscal 2023 table and the closing price of our common stock on December 13, 2022, the grant date, of $112.14.

  69. Summary Compensation Table

    | Name | Grant Date Fair Value at Maximum Levels of Performance ($) | | Mr. Olson | 7,199,388 | | Ms. Drake | 426,132 | | Ms. Peterson | 1,861,524 | | Ms. Totsky | N/A | | Ms. Dahl | 1,009,260 | | Mr. Janey | 740,124 | | Mr. Rodier | 1,233,540 |

  70. Summary Compensation Table

    4.Amounts reported represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of option awards granted each fiscal year. Summarized in the table below are the specific assumptions used in the valuation of the option awards.

  71. Summary Compensation Table

    | Grant Date | Risk Free Rate | Expected Life | Expected Volatility | Expected Dividend Yield | Per Share Black-Scholes Value | | 12/22/2022 | 3.77% | 6.6 years | 24.94% | 0.94% | $33.81 | | 12/16/2021 | 1.31% | 6.4 years | 23.75% | 0.93% | $22.98 | | 12/17/2020 | 0.58% | 6.4 years | 23.13% | 0.85% | $19.74 |

  72. Summary Compensation Table

    5.Amounts reported represent annual cash incentive awards earned for each fiscal year, but paid during the following fiscal year or deferred. Annual cash incentive awards are calculated and paid based on performance against financial performance goals. 6.Amounts for fiscal 2023 are set forth below under All Other Compensation for Fiscal 2023. 7.Ms. Totsky joined the Company on June 19, 2023; therefore, her information is provided only for fiscal 2023. 8.Mr. Janey was not a named executive officer in fiscal 2022 or fiscal 2021; therefore, his information is only provided for fiscal 2023.

  73. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023 During fiscal 2023, plan-based awards granted to our NEOs included annual cash incentive awards, performance share awards, restricted stock unit awards, and stock option awards. The following table summarizes all plan-based awards granted to our NEOs during fiscal 2023.

  74. Grants of Plan-Based Awards for Fiscal 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units3 (#) | Options4 (#) | Awards5 ($/Sh) | Awards6 ($) | | Richard M. Olson | | | | | | | | | | | | | | Annual Cash Incentive | | | 587,578 | 1,468,945 | 2,937,890 | | | | | | | | | Performance Shares | 12/13/22 | 12/13/22 | | | | 12,840 | 32,100 | 64,200 | | | | 3,599,694 | | Stock Options | 12/22/22 | 12/13/22 | | | | | | | | 109,200 | 111.15 | 3,692,052 | | Angela C. Drake | | | | | | | | | | | | | | Annual Cash Incentive | | | 127,056 | 317,640 | 635,280 | | | | | | | | | Performance Shares | 12/13/22 | 12/13/22 | | | | 760 | 1,900 | 3,800 | | | | 213,066 | | Stock Options | 12/22/22 | 12/13/22 | | | | | | | | 6,600 | 111.15 | 223,146 | | Restricted Stock Units | 03/10/23 | 02/13/23 | | | | | | | 7,777 | | | 849,948 | | Renee J. Peterson | | | | | | | | | | | | | | Annual Cash Incentive | | | 154,469 | 386,173 | 772,346 | | | | | | | | | Performance Shares | 12/13/22 | 12/13/22 | | | | 3,320 | 8,300 | 16,600 | | | | 930,762 | | Stock Options | 12/22/22 | 12/13/22 | | | | | | | | 28,200 | 111.15 | 953,442 | | Joanna M. Totsky | | | | | | | | | | | | | | Annual Cash Incentive | | | 52,252 | 130,629 | 261,258 | | | | | | | | | Restricted Stock Units | 6/20/23 | 5/8/23 | | | | | | | 13,878 | | | 1,349,913 | | Amy E. Dahl | | | | | | | | | | | | | | Annual Cash Incentive | | | 136,235 | 340,588 | 681,176 | | | | | | | | | Performance Shares | 12/13/22 | 12/13/22 | | | | 1,800 | 4,500 | 9,000 | | | | 504,630 | | Stock Options | 12/22/22 | 12/13/22 | | | | | | | | 15,400 | 111.15 | 520,674 | | Gregory S. Janey | | | | | | | | | | | | | | Annual Cash Incentive | | | 94,934 | 237,335 | 474,670 | | | | | | | | | Performance Shares | 12/13/22 | 12/13/22 | | | | 1,320 | 3,300 | 6,600 | | | | 370,062 | | Stock Options | 12/22/22 | 12/13/22 | | | | | | | | 11,300 | 111.15 | 382,053 | | Restricted Stock Units | 11/01/22 | 09/20/22 | | | | | | | 2,200 | | | 231,264 | | Richard W. Rodier | | | | | | | | | | | | | | Annual Cash Incentive | | | 85,266 | 213,166 | 426,332 | | | | | | | | | Performance Shares | 12/13/22 | 12/13/22 | | | | 2,200 | 5,500 | 11,000 | | | | 616,770 | | Stock Options | 12/22/22 | 12/13/22 | | | | | | | | 18,800 | 111.15 | 635,628 |

  75. Grants of Plan-Based Awards for Fiscal 2023

    1.Amounts reported represent the range of payouts of annual cash incentive awards for fiscal 2023. Actual payout amounts for fiscal 2023 are included in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. 2.Amounts reported represent the range of performance share award payouts for the fiscal 2023 to fiscal 2025 performance period. Information regarding the performance share awards is set forth within the Compensation Discussion and Analysis under Long-Term Incentives—Performance Share Awards. 3.Amounts reported for Ms. Drake represents a restricted stock unit award granted to her in March 2023 in connection with her promotion to Vice President and Chief Financial Officer. Amount reported for Ms. Totsky represents a restricted stock unit award granted in June 2023 in connection with her hiring to help offset equity forfeited by departing her previous employer. Amount reported for Mr. Janey represents a restricted stock unit award granted in November 2022 in connection with his promotion to Group Vice President, Landscapes and Contractor. 4.Amounts reported represent stock options granted during fiscal 2023, which grant date was December 22, 2022. All of these options have a ten-year term and vest in three equal installments on each of the first, second and third year anniversaries of the grant date. 5.Amounts reported represent the exercise price of stock options granted during fiscal 2023, which equals the closing price of our common stock on December 22, 2022, of $111.15. 6.Amounts reported represent the grant date fair value of performance share awards at target granted for the fiscal 2023 to fiscal 2025 performance period and option awards for all NEOs, each as computed in accordance with FASB ASC Topic 718. The grant date fair value of the performance share awards is based on the closing price of our common stock on December 13, 2022, the grant date, of $112.14. These amounts are also set forth in the Summary Compensation Table in the Stock Awards column. The grant date fair value of the option awards is based on a Black-Scholes model valuation of $33.81 per share for options granted on December 22, 2022. The grant date fair value of the restricted stock unit award granted to Ms. Drake is based on the closing price of our common stock on March 10, 2023, the grant date, of $109.29. The grant date fair value of the restricted stock unit award granted to Ms. Totsky is based on the closing price of our common stock on June 20, 2023, the grant date, of $97.27. The grant date fair value of the restricted stock unit award granted to Mr. Janey is based on the closing price of our common stock on November 1, 2022, the grant date, of $105.20. These amounts are also set forth in the Summary Compensation Table in the Stock Awards column. The specific assumptions used in the valuation of the options are included in footnote 4 to the Summary Compensation Table. The option amounts are also set forth in the Summary Compensation Table in the Option Awards column.

  76. Outstanding Equity Awards at Fiscal Year-End for 2023

    Outstanding Equity Awards at Fiscal Year-End for 2023 The following table summarizes all outstanding equity awards previously granted to our NEOs that were outstanding on October 31, 2023, the last day of fiscal 2023. Specifically, it reflects exercisable and unexercisable stock options, unvested restricted stock unit awards and unvested performance share awards.

  77. Outstanding Equity Awards at Fiscal Year-End for 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable1 (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units that Have Not Vested2 (#) | Market Value of Shares or Units of Stock that Have Not Vested3 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested4 (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested5 ($) | | Richard M. Olson | | | | | | | | | | Stock Options | 20,000 | 0 | 31.3750 | 12/05/2024 | | | | | | | 44,400 | 0 | 38.8200 | 12/04/2025 | | | | | | | 119,400 | 0 | 56.5400 | 12/09/2026 | | | | | | | 102,400 | 0 | 65.9300 | 12/08/2027 | | | | | | | 137,100 | 0 | 58.5300 | 12/07/2028 | | | | | | | 152,900 | 0 | 76.5300 | 12/19/2029 | | | | | | | 89,534 | 44,767 | 93.3300 | 12/17/2030 | | | | | | | 36,366 | 72,734 | 99.3400 | 12/16/2031 | | | | | | | 0 | 109,200 | 111.1500 | 12/22/2032 | | | | | | F22-F24 Performance Shares | | | | | | | 20,999 | 1,697,559 | | F23-F25 Performance Shares | | | | | | | 16,371 | 1,323,432 | | Angela C. Drake | | | | | | | | | | Stock Options | 1,634 | 0 | 76.5300 | 12/19/2029 | | | | | | | 5,000 | 2,500 | 93.3300 | 12/17/2030 | | | | | | | 1,900 | 3,800 | 99.3400 | 12/16/2031 | | | | | | | 0 | 6,600 | 111.1500 | 12/22/2032 | | | | | | Restricted Stock Units | | | | | 7,859 | 635,322 | | | | F22-F24 Performance Shares | | | | | | | 1,079 | 87,226 | | F23-F25 Performance Shares | | | | | | | 969 | 78,334 | | Renee J. Peterson | | | | | | | | | | Stock Options | 24,200 | 0 | 56.5400 | 12/09/2026 | | | | | | | 28,400 | 0 | 65.9300 | 12/08/2027 | | | | | | | 33,400 | 0 | 58.5300 | 12/07/2028 | | | | | | | 33,900 | 0 | 76.5300 | 12/19/2029 | | | | | | | 22,400 | 11,200 | 93.3300 | 12/17/2030 | | | | | | | 9,600 | 19,200 | 99.3400 | 12/16/2031 | | | | | | F22-F24 Performance Shares | | | | | | | 3,089 | 249,715 | | Joanna M. Totsky | | | | | | | | | | Restricted Stock Units | | | | | 13,933 | 1,126,344 | | |

  78. Outstanding Equity Awards at Fiscal Year-End for 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable1 (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units that Have Not Vested2 (#) | Market Value of Shares or Units of Stock that Have Not Vested3 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested4 (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested5 ($) | | Amy E. Dahl | | | | | | | | | | Stock Options | 2,230 | 0 | 31.3750 | 12/05/2024 | | | | | | | 2,230 | 0 | 31.3750 | 12/05/2024 | | | | | | | 17,200 | 0 | 38.8200 | 12/04/2025 | | | | | | | 16,600 | 0 | 56.5400 | 12/09/2026 | | | | | | | 13,200 | 0 | 65.9300 | 12/08/2027 | | | | | | | 16,200 | 0 | 58.5300 | 12/07/2028 | | | | | | | 20,800 | 0 | 76.5300 | 12/19/2029 | | | | | | | 14,200 | 7,100 | 93.3300 | 12/17/2030 | | | | | | | 5,633 | 11,267 | 99.3400 | 12/16/2031 | | | | | | | 0 | 15,400 | 111.1500 | 12/22/2032 | | | | | | F22-F24 Performance Shares | | | | | | | 3,237 | 261,679 | | F23-F25 Performance Shares | | | | | | | 2,295 | 185,528 | | Gregory S. Janey | | | | | | | | | | Stock Options | 1,630 | 0 | 31.3750 | 12/05/2024 | | | | | | | 1,630 | 0 | 31.3750 | 12/05/2024 | | | | | | | 1,940 | 0 | 38.8200 | 12/04/2025 | | | | | | | 1,940 | 0 | 38.8200 | 12/04/2025 | | | | | | | 1,750 | 0 | 56.5400 | 12/09/2026 | | | | | | | 1,750 | 0 | 56.5400 | 12/09/2026 | | | | | | | 6,600 | 0 | 65.9300 | 12/08/2027 | | | | | | | 8,100 | 0 | 58.5300 | 12/07/2028 | | | | | | | 8,700 | 0 | 76.5300 | 12/19/2029 | | | | | | | 6,000 | 3,000 | 93.3300 | 12/17/2030 | | | | | | | 2,733 | 5,467 | 99.3400 | 12/16/2031 | | | | | | | 0 | 11,300 | 111.1500 | 12/22/2032 | | | | | | Restricted Stock Units | | | | | 2,229 | 180,192 | | | | F22-F24 Performance Shares | | | | | | | 1,577 | 127,485 | | F23-F25 Performance Shares | | | | | | | 1,683 | 136,054 | | Richard W. Rodier | | | | | | | | | | Stock Options | 5,800 | 0 | 38.8200 | 12/04/2025 | | | | | | | 6,400 | 0 | 56.5400 | 12/09/2026 | | | | | | | 6,600 | 0 | 65.9300 | 12/08/2027 | | | | | | | 9,000 | 0 | 58.5300 | 12/07/2028 | | | | | | | 18,200 | 0 | 76.5300 | 12/19/2029 | | | | | | | 25,300 | 0 | 65.7700 | 05/19/2030 | | | | | | | 19,733 | 9,867 | 93.3300 | 12/17/2030 | | | | | | | 6,866 | 13,734 | 99.3400 | 12/16/2031 | | | | | | F22-F24 Performance Shares | | | | | | | 1,881 | 152,060 |

  79. Outstanding Equity Awards at Fiscal Year-End for 2023

    1. Stock options have a ten-year term and vest in three equal installments on each of the first, second and third year anniversaries of the grant date. The vesting schedule for options unexercisable as of October 31, 2023 is as follows:

  80. Outstanding Equity Awards at Fiscal Year-End for 2023

    | Name | Grant Date | 12/16/23 | 12/17/23 | 12/22/23 | 12/16/24 | 12/22/24 | 12/22/25 | | | Mr. Olson | 12/17/20 | | 44,767 | | | | | 12/17/30 | | | 12/16/21 | 36,367 | | | 36,367 | | | 12/16/31 | | | 12/22/22 | | | 36,400 | | 36,400 | 36,400 | 12/22/32 | | Ms. Drake | 12/17/20 | | 2,500 | | | | | 12/17/30 | | | 12/16/21 | 1,900 | | | 1,900 | | | 12/16/31 | | | 12/22/22 | | | 2,200 | | 2,200 | 2,200 | 12/22/32 | | Ms. Peterson | 12/17/20 | | 11,200 | | | | | 12/17/30 | | | 12/16/21 | 9,600 | | | 9,600 | | | 12/16/31 | | Ms. Dahl | 12/17/20 | | 7,100 | | | | | 12/17/30 | | | 12/16/21 | 5,633 | | | 5,634 | | | 12/16/31 | | | 12/22/22 | | | 5,133 | | 5,133 | 5,134 | 12/22/32 | | Mr. Janey | 12/17/20 | | 3,000 | | | | | 12/17/30 | | | 12/16/21 | 2,733 | | | 2,734 | | | 12/16/31 | | | 12/22/22 | | | 3,766 | | 3,767 | 3,767 | 12/22/32 | | Mr. Rodier | 12/17/20 | | 9,867 | | | | | 12/17/30 | | | 12/16/21 | 6,867 | | | 6,867 | | | 12/16/31 |

  81. Outstanding Equity Awards at Fiscal Year-End for 2023

    2.Amounts reported represent the number of unvested restricted stock units held by Ms. Drake and Ms. Totsky, including dividend equivalents earned on those restricted stock units. Ms. Drake's unvested restricted stock units were granted on March 10, 2023 and vest in three approximately equal installments on each anniversary of the grant date. Ms. Totsky's unvested restricted stock units were granted on June 20, 2023 and vest in three approximately equal installments on each anniversary of the grant date. Mr. Janey's unvested restricted stock units were granted on November 1, 2022 and vest in three approximately equal installments on each anniversary of the grant date. 3.Amounts reported represent the value of unvested restricted stock units based on the closing price of our common stock on October 31, 2023 of $80.84 per share. 4.Amounts reported represent the number of performance share awards that were in progress based on actual levels of performance for fiscal 2022 and fiscal 2023 and financial plan levels of performance for fiscal 2024 and fiscal 2025. The fiscal 2022 to fiscal 2024 performance share awards will vest solely based on the accomplishment of the performance goals established for the three-year performance period, which will end on October 31, 2024. The fiscal 2023 to fiscal 2025 performance share awards will vest solely based on the accomplishment of the performance goals established for the three-year performance period, which will end on October 31, 2025. Amounts for fiscal 2022 to fiscal 2024 for Ms. Peterson and Mr. Rodier have been pro-rated to reflect full fiscal months of employment completed during the 36-month award term. Amounts for fiscal 2023 to fiscal 2025 for Ms. Peterson and Mr. Rodier were fully forfeited as they did not work 12 months or more of the 36-month award term. 5.Amounts reported represent the value of performance share awards that were in progress based on the closing price of our common stock on October 31, 2023 of $80.84 per share.

  82. Option Exercises and Stock Vested for Fiscal 2023

    Option Exercises and Stock Vested for Fiscal 2023 The following table summarizes all of the stock options exercised during fiscal 2023, restricted stock units vested during fiscal 2023 and performance share awards that were paid out or deferred by our NEOs for the fiscal 2021 to fiscal 2023 performance period.

  83. Option Exercises and Stock Vested for Fiscal 2023

    | | Option Awards1 | | Stock Awards2 | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Richard M. Olson | | | | | | Stock Option Exercises | 12,000 | 955,838 | | | | F21-F23 Performance Share Award Payout | | | 36,596 | 3,557,497 | | Angela C. Drake | | | | | | Stock Option Exercises | N/A | N/A | | | | F21-F23 Performance Share Award Payout | | | 2,091 | 203,266 | | Restricted Stock Units | | | 379 | 41,624 | | Renee J. Peterson | | | | | | Stock Option Exercises | 51,500 | 3,521,693 | | | | F21-F23 Performance Share Award Payout | | | 8,132 | 790,512 | | Joanna M. Totsky | | | | | | Stock Option Exercises | N/A | N/A | | | | F21-F23 Performance Share Award Payout | | | N/A | N/A | | Amy E. Dahl | | | | | | Stock Option Exercises | 4,460 | 385,357 | | | | F21-F23 Performance Share Award Payout | | | 5,750 | 558,958 | | Gregory S. Janey | | | | | | Stock Option Exercises | 3,260 | 266,625 | | | | F21-F23 Performance Share Award Payout | | | 2,483 | 241,372 | | Richard W. Rodier | | | | | | Stock Option Exercises | 6,000 | 464,438 | | | | F21-F23 Performance Share Award Payout | | | 6,527 | 634,490 | | Restricted Stock Units | | | 553 | 57,932 |

  84. Option Exercises and Stock Vested for Fiscal 2023

    1.The number of shares acquired upon exercise reflects the gross number of shares acquired absent any netting for shares surrendered to pay the option exercise price and/or satisfy tax withholding requirements. The value realized on exercise represents the gross number of shares acquired on exercise multiplied by the market price of our common stock on the exercise date, less the per share exercise price. 2.The number of shares acquired upon vesting reflects the gross number of shares acquired absent any netting of shares surrendered to satisfy tax withholding requirements. The value realized on vesting for performance share awards represents the gross number of shares acquired multiplied by the closing price of our common stock on December 20, 2023 (the payout date for the fiscal 2021 to fiscal 2023 performance share awards) of $97.21. The value of vested restricted stock units realized for Ms. Drake represents the gross number of shares acquired multiplied by the closing price of our common stock on April 4, 2023 (the vesting and settlement date) of $109.74 The value of vested restricted stock units for Mr. Rodier represents the gross number of shares acquired multiplied by the closing price of our common stock on April 14, 2023 (the vesting and settlement date) of $104.76. Amounts are not reduced to reflect any elections by our NEOs to defer receipt of performance share award payouts. Under the Deferred Plan for Officers, Messrs. Olson and Janey and Ms. Dahl each deferred receipt of 100% of the fiscal 2021 to fiscal 2023 performance share award payouts. The material terms of the Deferred Plan for Officers are described under Nonqualified Deferred Compensation for Fiscal 2023 set forth below.

  85. Nonqualified Deferred Compensation for Fiscal 2023

    Nonqualified Deferred Compensation for Fiscal 2023 We maintain three nonqualified deferred compensation plans in which our NEOs are eligible to participate. The Toro Company Deferred Compensation Plan. This plan allows a select group of management or highly compensated employees, including our executive officers, to defer on a pre-tax basis his or her calendar year base salary and/or fiscal year annual cash incentive payout to a date in the future. Participants can defer up to 50% of calendar year base salary and up to 100% of the fiscal year annual cash incentive award payout. Deferred amounts are credited to a participant's account and the participant may elect the deemed investment of such deferred amounts in an array of funds that are consistent with or comparable to funds provided in the Retirement Plan. Deferral elections are made on an annual basis, before the beginning of the new fiscal year. Participants must elect a distribution date that is at least two years later than the date the compensation otherwise would have been received. Participants elect the frequency of payments and the number of payments to receive at the time of distribution. Participants are always 100% vested in their accounts. The Toro Company Deferred Compensation Plan for Officers. This plan allows key employees that receive performance share awards, including our executive officers, an opportunity to defer receipt of shares of our common stock paid out under such awards to a date in the future. Participants can defer up to 100% of the common stock payout. Each year, before the third fiscal year of the three-year performance period begins, participants are given the opportunity to elect to defer the receipt of those shares to some point in the future. Participants must elect a distribution date that is at least two years later than the date the shares would have been received. Participants elect the frequency of payment and the number of payments to receive at the time of distribution. Participants are always 100% vested in their deferred payout. The Toro Company Supplemental Benefit Plan. This plan is maintained for the purpose of providing to a select group of management or highly compensated employees, including our executive officers, benefits in excess of the limitations on benefits and contributions imposed by Code Sections 401(a)(17) and 415. Our credits under this plan are made on a calendar year basis, usually in the first calendar quarter following the end of the prior calendar year. Amounts are credited to the Supplemental Benefit Plan for earnings above the compensation limit for all forms of employer contributions, which may include Company matching, investment savings and ESOP contribution amounts. For calendar year 2023, employer matching contributions and an investment savings contribution were made. Amounts credited are placed into a participant's account and the participant may elect the deemed investment of such deferred amounts in an array of funds that are consistent with or comparable to funds provided in the Retirement Plan. Participants elect the funds into which these contributions are allocated, as well as the frequency of payments and the number of payments to receive. Participants are always 100% vested in their accounts. Nonqualified Deferred Compensation for Fiscal 2023 Table. The following table reflects any NEO contributions and Company contributions for fiscal 2023 to our nonqualified deferred compensation plans.

  86. Nonqualified Deferred Compensation for Fiscal 2023

    | Name | Executive Contributions in Last FY1 ($) | Registrant Contributions in Last FY2 ($) | Aggregate Earnings in Last FY3 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE4 ($) | | Richard M. Olson | | | | | | | Deferred Plan | 106,315 | 0 | 75,386 | 0 | 1,701,209 | | Deferred Plan for Officers | 3,557,497 | 0 | (2,955,460) | 0 | 13,856,892 | | Supplemental Benefit Plan | 0 | 132,056 | 52,742 | 0 | 1,336,424 | | Angela C. Drake | | | | | | | Deferred Plan | 0 | 0 | 25,649 | | 402,301 | | Deferred Plan for Officers | 0 | 0 | (22,454) | | 58,812 | | Supplemental Benefit Plan | 0 | 28,392 | 2,805 | | 90,471 | | Renee J. Peterson | | | | | | | Deferred Plan | 188,008 | 0 | 137,423 | 0 | 4,036,087 | | Deferred Plan for Officers | 0 | 0 | (2,045,302) | 0 | 7,127,615 | | Supplemental Benefit Plan | 0 | 24,672 | 25,543 | 0 | 741,678 | | Joanna M. Totsky | | | | | | | Deferred Plan | 0 | 0 | 0 | 0 | 0 | | Deferred Plan for Officers | 0 | 0 | 0 | 0 | 0 | | Supplemental Benefit Plan | 0 | 0 | 0 | 0 | 0 | | Amy E. Dahl | | | | | | | Deferred Plan | 206,537 | 0 | 66,581 | 0 | 1,318,985 | | Deferred Plan for Officers | 558,957 | 0 | (262,249) | 0 | 1,393,115 | | Supplemental Benefit Plan | 0 | 34,859 | 1,736 | 0 | 293,620 | | Gregory S. Janey | | | | | | | Deferred Plan | 20,300 | 0 | 12,808 | 0 | 328,716 | | Deferred Plan for Officers | 241,372 | 0 | (71,704.00) | 0 | 458,182 | | Supplemental Benefit Plan | 0 | 18,963 | 4,834 | 0 | 96,618 | | Richard W. Rodier | | | | | | | Deferred Plan | 41,769 | 0 | 92,277 | 0 | 2,244,840 | | Deferred Plan for Officers | 0 | 0 | (144,343) | 0 | 503,016 | | Supplemental Benefit Plan | 0 | 8,545 | 12,422 | (328,132) | 8,545 |

  87. Nonqualified Deferred Compensation for Fiscal 2023

    1.Executive contributions of base salary and annual cash incentive award payouts are included in the Salary column and the Non-Equity Incentive Plan Compensation column, respectively, of the Summary Compensation Table. Executive contributions of the fiscal 2021 to fiscal 2023 performance share award payouts are included in the Value Realized on Vesting column of the Option Exercises and Stock Vested for Fiscal 2023 table, but are not included in the Summary Compensation Table as that table reflects the grant of the fiscal 2023 to fiscal 2025 performance share awards at target value. Our NEOs deferred the following components of compensation during fiscal 2023:

  88. Nonqualified Deferred Compensation for Fiscal 2023

    | Name | Deferrals | Amount ($) | | Mr. Olson | 25% of the fiscal 2023 annual cash incentive award | 106,314 | | | 100% of the fiscal 2021 to 2023 performance share award | 3,557,497 | | Ms. Peterson | 32% of base salary from November 2022 through December 2022 | 29,785 | | | 32% of base salary from January 2023 through October 2023 | 124,684 | | | 30% of the fiscal 2023 annual cash incentive award | 33,539 | | Ms. Dahl | 20% of base salary from November 2022 through December 2022 | 15,692 | | | 20% of base salary from January 2023 through October 2023 | 89,103 | | | 75% of the fiscal 2023 annual cash incentive award | 101,742 | | | 100% of the fiscal 2021 to 2023 performance share award | 558,958 | | Mr. Janey | 25% of the fiscal 2023 annual cash incentive award | 20,300 | | | 100% of the fiscal 2021 to 2023 performance share award | 241,372 | | Mr. Rodier | 50% of base pay from November 2022 through December 2022 | 41,769 |

  89. Nonqualified Deferred Compensation for Fiscal 2023

    2.Amounts reported represent Company contributions to the Supplemental Benefit Plan in fiscal 2023. These amounts are included in the All Other Compensation column of the Summary Compensation Table and the related footnote. 3.Aggregate earnings comprise interest, dividends, capital gains and appreciation/depreciation of investment results during the fiscal year based on each NEO's selected fund allocation. None of these amounts are included in the Summary Compensation Table because earnings were not preferential or above-market. The funds listed below are consistent with or comparable to those funds provided in our Retirement Plan and do not include any preferential or above-market interest. The rates for fiscal 2023 are provided in the following table:

  90. Nonqualified Deferred Compensation for Fiscal 2023

    | Fund Name | Change from Fiscal 2022 | | American Funds Europacific Growth Fund R6 | 10.43% | | Artisan Mid Cap Investor Fund | 1.31% | | Fidelity Treasury Only Money Market Fund | 4.36% | | Fidelity US Bond Index | 0.34% | | Goldman Sachs Small Cap Value Institutional Fund | (9.31)% | | JPMorgan Mid Cap Value I Fund | (3.68)% | | PGIM Total Return Bond R6 | 2.39% | | PIMCO International Bond Fund (Unhedged) | 3.90% | | T. Rowe Price International Discovery Fund | 5.14% | | The Toro Company | (22.26)% | | Vanguard Explorer Fund Admiral Shares | (2.24)% | | Vanguard Institutional Index Fund Institutional Shares | 10.10% | | Vanguard Mid Cap Index Fund Admiral Shares | (1.14)% | | Vanguard Small Cap Index Fund Admiral Shares | (3.58)% | | Vanguard Target Retirement 2020 Fund | 5.01% | | Vanguard Target Retirement 2025 Fund | 6.00% | | Vanguard Target Retirement 2030 Fund | 6.62% | | Vanguard Target Retirement 2035 Fund | 7.31% | | Vanguard Target Retirement 2040 Fund | 8.07% | | Vanguard Target Retirement 2045 Fund | 8.81% | | Vanguard Target Retirement 2050 Fund | 9.15% | | Vanguard Target Retirement 2055 Fund | 9.14% | | Vanguard Target Retirement 2060 Fund | 9.16% | | Vanguard Target Retirement 2065 Fund | 9.15% | | Vanguard Target Retirement Income Fund | 3.83% |

  91. Nonqualified Deferred Compensation for Fiscal 2023

    4.Amounts reported represent the total balance at October 31, 2023, the last day of fiscal 2023, plus any NEO's or Company contributions for fiscal 2023 that were paid, or expected to be paid, after October 31, 2023. Includes the following amounts reported in the Summary Compensation Table in the Base Salary or Non-Equity Incentive Plan Compensation column for fiscal years 2021 and 2022:

  92. Nonqualified Deferred Compensation for Fiscal 2023

    | Name | Amount ($) | | Mr. Olson | 733,439 | | Ms. Drake | 0 | | Ms. Peterson | 897,981 | | Ms. Totsky | 0 | | Ms. Dahl | 928,651 | | Mr. Janey | 0 | | Mr. Rodier | 1,394,211 |

  93. Nonqualified Deferred Compensation for Fiscal 2023

    Includes the following amounts reported in the "Summary Compensation Table" in the "All Other Compensation" column for fiscal years 2021 and 2022.

  94. Nonqualified Deferred Compensation for Fiscal 2023

    | Name | Amount ($) | | Mr. Olson | 437,213 | | Ms. Drake | 0 | | Ms. Peterson | 156,963 | | Ms. Totsky | 0 | | Ms. Dahl | 75,920 | | Mr. Janey | 0 | | Mr. Rodier | 81,795 |

  95. Pay Versus Performance (PvP)

    Pay Versus Performance (PvP) As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the “Compensation Actually Paid” (CAP) for PvP purposes to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. Due to the valuation component of CAP, the dollar amounts do not reflect the actual amounts of compensation earned or paid during the year. The PvP table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the fiscal years 2021, 2022 and 2023. For our NEOs other than our principal executive officer (PEO), compensation is reported as an average. For purposes of the tables below, the principal executive officer (PEO) and non-PEO named executive officers for fiscal 2021, 2022 and 2023 are the following:

  96. Pay Versus Performance (PvP)

    | Year | PEO | Non-PEO NEOs | | 2023 | Richard M. Olson | Angela C. Drake, Renee J. Peterson, Amy E. Dahl, Joanna M. Totsky and Richard W. Rodier | | 2022 | Richard M. Olson | Renee J. Peterson, Kevin N. Carpenter, Richard W. Rodier and Amy E. Dahl | | 2021 | Richard. M. Olson | Renee J. Peterson, Richard W. Rodier, Amy E. Dahl and Bradley A. Hamilton |

  97. Pay Versus Performance (PvP)

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)1 | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)1 | Value of Initial Fixed $100 Investment Based On: | | Net Income($)4 | Adjusted Diluted EPS($)5 | | | | | | | Total Shareholder Return ($)2 | Peer Group Total Shareholder Return ($)3 | | | | 2023 | 9,025,811 | 547,678 | 1,905,612 | 485,389 | 102 | 125 | 329.7 | 4.21 | | 2022 | 7,311,953 | 10,442,137 | 2,316,841 | 2,831,673 | 132 | 115 | 443.3 | 4.16 | | 2021 | 8,629,851 | 14,493,119 | 2,244,282 | 3,334,008 | 118 | 132 | 409.9 | 3.62 |

  98. Pay Versus Performance (PvP)

    1.The dollar amounts reported in this column represent the amount of "compensation actually paid" as computed in accordance with Item 402(v) of Regulation S-K. Details on these amounts can be found in the PEO Compensation and Average Non-PEO NEO Compensation information on the following pages. The dollars amounts do not reflect the actual amount of compensation earned by or paid to our PEO or NEOs during the applicable fiscal year. 2.Total Shareholder Return (TSR) assumes $100 is invested as of October 31, 2020. TSR represents cumulative return over the applicable period and is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. 3.The Peer Group TSR used for this calculation is based on the S&P 500 Industrial Machinery Index, which we also use for purposes of our stock performance graph in our most recent annual report on Form 10-K for the fiscal year ended October 31, 2023. The peer group TSR is calculated using the same methodology as describe in footnote 2 above, with the returns of each component company of this group weighted according to the respective company's stock market capitalization at the beginning of each period for which a return is indicated. 4.Amounts reported represent the amount of net earnings reflected in our audited consolidated financial statements for the applicable fiscal year, as reported in our annual report on Form 10-K for the such fiscal year. 5.Amounts reports represent the amount of adjusted diluted EPS, which is a non-GAAP financial measure that is calculated by taking adjusted net Earnings and dividing by diluted shares outstanding. While we use several financial performance measures for purposes of evaluating performance for our compensation programs, we have determined that the adjusted diluted EPS is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) that we use to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. Note that adjusted diluted EPS for fiscal 2022 as used as a financial performance measure to link compensation actually paid to our NEOs is different than adjusted diluted EPS as presented in our earnings release since the adjusted diluted EPS used as a financial performance measure to link compensation actually paid to our NEOs reflects an adjustment of $(.04) based on defined acquisition-related adjustment events at the beginning of the fiscal year and approved by the Compensation & HR Committee. PEO Compensation. To determine the amounts in column (c) in the PvP table, the following adjustments were made to the PEO's total compensation as reported in the Summary Compensation Table, in accordance with Item 402(v) of Regulation S-K.

  99. Pay Versus Performance (PvP)

    | Year | SCT Total for PEO ($) | SCT Reported Equity Award Value for PEO ($) | Equity Award Adjustments for PEO ($)1 | Change in the Actuarial Present Value of Pension Benefits for PEO ($) | Pension Benefit Adjustments for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 9,025,811 | (7,291,746) | (1,186,387) | 0 | 0 | 547,678 | | 2022 | 7,311,953 | (4,996,891) | 8,127,075 | 0 | 0 | 10,442,137 | | 2021 | 8,629,851 | (5,187,602) | 11,050,870 | 0 | 0 | 14,493,119 |

  100. Pay Versus Performance (PvP)

    1.Represents the year-over-year change in the fair value of equity awards provided to the PEO as summarized below.

  101. Pay Versus Performance (PvP)

    | Year | Year End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 2,824,764 | (2,977,151) | 0 | (1,034,000) | 0 | 0 | (1,186,387) | | 2022 | 6,061,704 | 2,062,723 | 0 | 2,648 | 0 | 0 | 8,127,075 | | 2021 | 6,964,945 | 2,408,829 | 0 | 1,677,096 | 0 | 0 | 11,050,870 |

  102. Pay Versus Performance (PvP)

    In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Average Non-PEO NEO Compensation. To determine the amounts in column (e) in the PvP table, the following adjustments were made to the Non-PEO NEO’s average total compensation as reported in the Summary Compensation Table, in accordance with Item 402(v) of Regulation S-K.

  103. Pay Versus Performance (PvP)

    | Year | SCT Total for Non-PEO NEOs ($) | SCT Reported Equity Award Value for Non-PEO NEOs ($) | Equity Award Adjustments for Non-PEO NEOs ($)1 | Change in the Actuarial Present Value of Pension Benefits for Non-PEO NEOs($) | Pension Benefit Adjustments for Non PEO-NEOs($) | Compensation Actually Paid to Non-PEO NEOs($) | | 2023 | 1,905,612 | (1,297,243) | (122,980) | 0 | 0 | 485,389 | | 2022 | 2,316,841 | (1,315,478) | 1,831,583 | 0 | 0 | 2,831,673 | | 2021 | 2,244,282 | (1,020,368) | 2,110,094 | 0 | 0 | 3,334,008 |

  104. Pay Versus Performance (PvP)

    1.Represents the average of the year-over-year change in the fair value of equity awards to our Non-PEO NEOs as summarized below:

  105. Pay Versus Performance (PvP)

    | Year | Year End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2023 | 466,643 | (327,514) | 0 | (120,273) | (144,551) | 2,716 | (122,980) | | 2022 | 1,533,967 | 329,900 | 0 | (38,169) | 0 | 5,885 | 1,831,583 | | 2021 | 1,369,547 | 434,551 | 0 | 304,589 | 0 | 1,407 | 2,110,094 |

  106. Pay Versus Performance (PvP)

    In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Company-Selected Measure and Other Financial Performance Measures. The following financial performance measures are used to link NEO CAP to company performance during the most recently completed fiscal year.

  107. Pay Versus Performance (PvP)

    | Performance Measures | | Adjusted Diluted EPS | | Revenue and Revenue Growth | | Working Capital as a Percent of Sales | | Net Income Plus After-Tax Interest |

  108. Pay Versus Performance (PvP)

    Relationship of Compensation Actually Paid and Performance Measures. The following charts describe the relationship of CAP to the performance measures listed in the PvP Table above. Generally, CAP has low correlation with the financial measures for the years shown in the charts below. We place significant emphasis on equity compensation and at least two-thirds of our executive compensation is tied to TTC performance and the market value of our common stock. Due to the sensitivity of CAP to stock price changes, the timing of the grants and the changes in stock price thereafter significantly influence the Compensation Actually Paid each year, as determined under Item 402(v) of Regulation S-K.

  109. Compensation Actually Paid (CAP) vs. Net Income

    Compensation Actually Paid (CAP) vs. Net Income

  110. Compensation Actually Paid (CAP) vs. Adjusted Diluted EPS

    Compensation Actually Paid (CAP) vs. Adjusted Diluted EPS

  111. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control Overview. The following discussion describes the payments and benefits to which our NEOs are entitled in various termination of employment and change in control situations. The intent of this discussion is to describe those payments and benefits for which the amount, vesting or time of payment is altered by the termination of employment or change in control situation. Therefore, this discussion does not describe all payments and benefits an NEO may receive following a termination or change in control, such as the following accrued, vested or non-forfeitable compensation and benefits: •Payment of individual contributions to our Deferred Plan and Deferred Plan for Officers in accordance with prior distribution elections, as described under “Nonqualified Deferred Compensation for Fiscal 2023”; •Payment of Company contributions on behalf of the NEO under our Supplemental Benefit Plan, as described under “Nonqualified Deferred Compensation for Fiscal 2023”; •Payment of individual contributions and vested Company investment fund contributions on behalf of the NEO under our Retirement Plan, as described under “Health, Welfare and Retirement Benefits and All Other Compensation—Retirement Benefits”; •Payment of annual cash incentive awards if employed on the last day of the fiscal year and if threshold levels are met and at the percentage of the target achieved, as described under “Annual Cash Incentives”; •Payout for performance share awards if employed on the last day of the performance period and if threshold levels are met and at the percentage of the target achieved, as described under “Long-Term Incentives—Performance Share Awards”; •Exercise of stock options that had vested prior to the date of termination; and •Payouts under, and continuation of, health and welfare benefits under plans generally applicable to our U.S.-based office salaried employees. None of our executive officers have any employment or severance agreements or arrangements other than as provided for in our CIC policy and other than certain change in control provisions in our equity plans. Accordingly, our NEOs do not have the right to cash severance or additional benefits in connection with a termination of employment except in connection with a change in control of our Company, as described under "Potential Payments Upon Termination or Change in Control—Change in Control". Each of our executive officers is a party to our standard confidentiality, invention and non-compete agreement. Voluntary Resignation and Retirement. In the event of an NEO's voluntary resignation or retirement, we would not be obligated to pay or provide any additional payments or benefits, unless the NEO meets the criteria for "retirement" in connection with his or her voluntary resignation. For purposes of our compensation arrangements, "retirement" generally means the voluntary termination of employment at or after the age of 55 and with a number of years of service that, when added together with the NEO's age, equals at least 65. If an NEO meets the criteria for "retirement" in connection with his or her voluntary resignation, the NEO generally would be entitled to or, in the case of annual cash incentive awards and performance share awards, may receive upon approval by the Compensation & Human Resources Committee, the following additional payments and benefits: •Extended vesting and exercise period of four additional years (or the remaining term of the option, whichever is shorter) after the retirement date for all outstanding stock options held on the retirement date; •Extended perquisites consisting of reimbursement for amounts incurred for: (i) one additional year of financial planning expenses; (ii) one additional executive physical; (iii) twelve additional months, or through the end of the lease term, whichever is shorter, of lease payments for a Company-leased automobile; and (iv) certain Company products for personal use at no cost for five years following the NEO’s retirement; provided, however, that the NEO is responsible for payment of applicable taxes attributed to the value of such products; •Prorated payment of an outstanding annual cash incentive award if the NEO retires prior to the date payment is made in settlement of the annual cash incentive award, which is typically in early December, but only (i) if threshold levels are met and at the percentage of the target achieved; and (ii) in an amount that is proportionate to the portion of the fiscal year performance period that was completed as of the retirement date; and •Prorated payment of outstanding performance share awards if the NEO retires after completion of at least one fiscal year of our current three-fiscal year performance period, but only (i) if threshold levels are met and at the percentage of the target achieved and (ii) in an amount that is proportionate to the portion of the performance period based on the number of months or years that the NEO was employed or performed services during the performance period as of the NEO’s retirement date. Any such payment for any prorated annual cash incentive or performance share awards would be made at the same time payments are made to our other executive officers after the certification of performance achieved by the Compensation & Human Resources Committee at the meeting following the completion of the applicable performance period. Disability or Death. In the event of a termination as the result of the disability or death of an NEO, the NEO, or his or her beneficiary, would be entitled to or, in the case of annual cash incentive awards and performance share awards, may receive upon approval by the Compensation & Human Resources Committee, the following additional payments and benefits: •Immediate vesting of all outstanding stock options held as of the termination date and stock options may be exercised for a period of up to one year (or the remaining term of the option, whichever is shorter) after the termination date; •Prorated payment of an outstanding annual cash incentive award if the termination of the NEO is prior to the date payment is made in settlement of the annual cash incentive award, but only (i) if threshold levels are met and at the percentage of the target achieved; and (ii) in an amount that is proportionate to the portion of the fiscal year performance period that was completed as of the termination date; and •Prorated payment of outstanding performance share awards if the NEO was employed for at least one fiscal year of our current three-fiscal year performance period, but only (i) if threshold levels are met and at the percentage of the target achieved and (ii) in an amount that is proportionate to the portion of the performance period based on the number of months or years that the NEO was employed or performed services during the performance period as of the NEO’s termination date. Any such payment for any prorated annual cash incentive or performance share awards would be made at the same time payments are made to our other executive officers after the certification of performance achieved by the Compensation & Human Resources Committee at the meeting following the completion of the applicable performance period. Involuntary Termination by TTC. Since our NEOs do not have employment or severance agreements or arrangements other than as provided for in our CIC policy, we would not be obligated to provide any additional payments or benefits to our NEOs in the event of an involuntary termination of employment by us. Any negotiated separation arrangement typically requires that the NEO sign a release and waiver of claims and comply with confidentiality and non-compete restrictions.

  112. Potential Payments Upon Termination or Change In Control

    Termination by TTC for Cause. In the event of a termination of an NEO's employment by us for cause, we would not be obligated to provide any additional payments or benefits to the executive. In addition, we may have certain clawback rights, as described below under "Clawback Provisions." Change in Control. We have a CIC policy generally applicable to our executive officers. Our CIC policy incorporates a "double trigger" mechanism and provides for a cash severance payment and certain other benefits if within three years after a change in control the NEO's employment is terminated by us without just cause or the NEO terminates his or her employment for good reason, or if such termination occurs at the request of a third party who had taken steps reasonably calculated to effect the change in control. The payments and benefits the NEO would be entitled to receive include: •a lump sum cash severance payment equal to two times (or three times for the CEO) the sum of the NEO’s then current annual base salary and target annual cash incentive award; •a lump sum cash payment in an amount equal to the NEO’s pro-rated target annual cash incentive award for the fiscal year in which the termination date occurs, reduced by any amounts paid under the terms of the applicable equity compensation policy for the same period of time; •eligibility for continuation coverage under our medical, dental and other group health plans for a period of three years following the termination date and reimbursement for any costs incurred in securing such continuation coverage that are in excess of costs that would have been incurred by the NEO immediately prior to his or her termination date to obtain such coverage; and •two years of outplacement services. Our CIC policy does not provide a "gross-up" for 280G excise tax and, as a condition to the payment of any severance payment, the NEO must execute a release of claims against us. If a change in control, as generally defined below, has not occurred, our Board may terminate our CIC policy after two years' advance notice of such termination. In addition to our CIC policy, our 2022 Plan provides that if we experience a change in control, as generally defined below, and if outstanding awards are continued, assumed, or substituted, whether or not there is a qualifying termination of employment: •all stock options immediately vest, become exercisable in full and remain exercisable for their remaining term following the change in control; •all outstanding annual cash incentive awards for performance periods in progress at the time of the change in control immediately vest and become immediately payable in cash based on the greater of (i) achievement at target, or (ii) actual achievement through the date of the change in control; •all outstanding performance share awards for performance periods in progress at the time of the change in control immediately vest and become payable in shares of our common stock, at the greater of (i) target, or (ii) actual achievement of performance goals through the date of the change in control; and •all outstanding shares of restricted stock and restricted stock unit awards with vesting based solely on the participant’s continued service immediately vest and become non-forfeitable or issuable, as the case may be, and shall be settled in cash or shares of our common stock. If outstanding equity based awards are not continued, assumed or substituted: •all stock options immediately vest and become exercisable and the Compensation & Human Resources Committee shall (i) give the participant a reasonable opportunity to exercise the option prior to the change in control, and (ii) pay the participant in cash for each unexercised option, the excess, if any, between the option exercise price and the per share consideration payable to shareholders, provided the participant shall receive payment of the fair market value of any contingent or delayed consideration on the basis of the Committee’s good faith estimate of the present value of the probable future value of such consideration; •all restricted stock awards and restricted stock unit awards with vesting based solely on the participant’s continued service will immediately vest and be settled in cash or shares of our common stock, provided, if payment is to be made in shares of our common stock, the participant will receive the excess, if any, between the consideration received by shareholders of our Company for shares of our Company in connection with the change in control and the purchase price, if any, of the restricted stock or restricted stock unit award, multiplied by the number of shares subject to such award; and •all outstanding performance share awards for performance periods in progress at the time of the change in control will immediately vest and become payable in shares of our common stock, at the greater of (i) target, or (ii) actual achievement of performance goals through the date of the change in control, provided, for the payment to be made in shares of our common stock, the participant will receive the consideration received by shareholders of our Company for shares of our Company in connection with the change in control. Our prior 2010 Plan provides that if we experience a change in control, as generally defined below, whether or not there is a qualifying termination of employment: •all stock options immediately vest, become exercisable in full and remain exercisable for their remaining term following the change in control; •all outstanding annual cash incentive awards for performance periods in progress at the time of the change in control immediately vest and become immediately payable at target in cash; •all outstanding performance share awards for performance periods in progress at the time of the change in control immediately vest and become payable at maximum levels of performance in shares of our common stock, provided, however, that the CIC policy provides that for executive officers covered by the CIC policy, any such performance share awards are payable at target (not in full or at maximum); and •all outstanding shares of restricted stock and restricted stock unit awards immediately vest and become non-forfeitable or issuable, as the case may be. Alternatively, the Compensation & Human Resources Committee may elect to terminate such options, restricted stock awards, restricted stock unit awards or performance share awards in exchange for a cash payment for each option, restricted stock, restricted stock unit or performance share award in an amount equal to the excess, if any, between the consideration received by shareholders of our Company for shares of our Company in connection with the change in control and the exercise or purchase price, if any, of the option, restricted stock, restricted stock unit award or performance share award, multiplied by the number of shares subject to such option or award. Neither our 2022 Plan nor our 2010 Plan provides a "gross-up" for 280G excise tax, but does provide for a reduction of payments if such payments would result in lower higher after-tax income taking into consideration the 280G excise tax. For purposes of our CIC policy, 2022 Plan and 2010 Plan, and subject to limited exceptions, a "change in control" occurs if: •another person becomes the beneficial owner of 20% of our then-outstanding common stock or the combined voting power of our then-outstanding voting stock; •a majority of our Board becomes comprised of persons other than those for whom election proxies have been solicited by our Board;

  113. Potential Payments Upon Termination or Change In Control

    •the completion of certain business combinations, including a reorganization, merger, consolidation, the sale of all or substantially all of our assets or the acquisition by us of assets or stock of another entity, where the shareholders before the business combination fail to beneficially own and have voting power for more than 50% of our Company or the resulting company after the business combination; or •our shareholders approve a complete liquidation or dissolution of our Company. Additionally, under our nonqualified deferred compensation and retirement plans, upon the occurrence of a change in control, we must transfer cash or property to a "rabbi" trust for the benefit of plan participants in an amount sufficient to cause the trust to be funded at a level equal to the present value of all accumulated or accrued benefits then payable to or on behalf of plan participants. Potential Payments Upon Termination or Change In Control. The following table quantifies the payments and benefits for which the amount, vesting or time of payment is altered by each of the foregoing termination of employment or change in control situations. For purposes of quantifying payments and benefits, amounts are calculated (i) for each NEO as if the termination or change in control occurred on October 31, 2023, the last day of our 2023 fiscal year; and (ii) using a per share value of $80.84, which represents the closing price of our common stock, on October 31, 2023. Material assumptions used in calculating the estimated payments and benefits are described in footnotes to the table.

  114. Potential Payments Upon Termination or Change In Control

    | | | | | | Change in Control | | | Name/Payment Type | Voluntary Resignation / Retirement(1) ($) | Disability or Death ($) | Involuntary Termination by TTC ($) | Termination by TTC for Cause ($) | No Termination Event ($) | Termination Without Cause by TTC or by Executive for Good Reason ($) | | Richard M. Olson | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 7,900,500 | | Unvested & Accelerated Stock Options3 | 0 | 0 | 0 | 0 | 0 | 0 | | Performance Share Award Payouts | 1,572,823(4) | 1,572,823(4) | 0 | 0 | 2,228,435(5) | 2,228,435(5) | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 67,515 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites8 | 29,729 | 0 | 0 | 0 | 0 | 0 | | Total | 1,602,552 | 1,572,823 | 0 | 0 | 2,228,435 | 10,226,450 | | Angela C. Drake | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 2,796,750 | | Unvested & Accelerated Stock Options3 | 0 | 0 | 0 | 0 | 0 | 0 | | Unvested & Accelerated Restricted Stock Units9 | 0 | 0 | 0 | 0 | 635,322 | 635,322(9) | | Performance Share Award Payouts | 84,235(4) | 84,235(4) | 0 | 0 | 121,179(5) | 121,179 | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 65,220 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites8 | 29,481 | 0 | 0 | 0 | 0 | 0 | | Total | 113,716 | 84,235 | 0 | 0 | 756,501 | 3,648,471 | | Renee J. Peterson | | | | | | | | Cash Severance Payment2 | 0 | N/A | N/A | N/A | N/A | N/A | | Unvested & Accelerated Stock Options3 | 0 | N/A | N/A | N/A | N/A | N/A | | Performance Share Award Payouts | 166,450(4) | N/A(4) | N/A | N/A | N/A(5) | N/A(5) | | Welfare Plan Benefits6 | 0 | N/A | N/A | N/A | N/A | N/A | | Outplacement Services7 | 0 | N/A | N/A | N/A | N/A | N/A | | Perquisites8 | 34,222 | N/A | N/A | N/A | N/A | N/A | | Total | 200,672 | N/A | N/A | N/A | N/A | N/A |

  115. Potential Payments Upon Termination or Change In Control

    | | | | | | Change in Control | | | Name/Payment Type | Voluntary Resignation / Retirement(1) ($) | Disability or Death ($) | Involuntary Termination by TTC ($) | Termination by TTC for Cause ($) | No Termination Event ($) | Termination Without Cause by TTC or by Executive for Good Reason ($) | | Joanna M. Totsky | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 1,815,000 | | Unvested & Accelerated Stock Options3 | 0 | N/A | 0 | 0 | N/A | N/A | | Unvested & Accelerated Restricted Stock Units9 | 0 | 0 | 0 | 0 | 1,126,344 | 1,126,344(9) | | Performance Share Award Payouts | N/A(4) | N/A(4) | 0 | 0 | N/A(5) | N/A | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 41,352 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites8 | 14,000 | 0 | 0 | 0 | 0 | 0 | | Total | 14,000 | 0 | 0 | 0 | 1,126,344 | 3,012,696 | | Amy E. Dahl | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 1,752,300 | | Unvested & Accelerated Stock Options3 | 0 | 0 | 0 | 0 | 0 | 0 | | Performance Share Award Payouts | 236,295(4) | 236,295(4) | 0 | 0 | 331,444(5) | 331,444(5) | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 20,946 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites(8) | 40,541 | 0 | 0 | 0 | 0 | 0 | | Total | 276,836 | 236,295 | 0 | 0 | 331,444 | 2,134,690 | | Gregory S. Janey | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 1,435,500 | | Unvested & Accelerated Stock Options3 | 0 | 0 | 0 | 0 | 0 | 0 | | Unvested & Accelerated Restricted Stock Units9 | 0 | 0 | 0 | 0 | 180,192 | 180,192(9) | | Performance Share Award Payouts | 130,314(4) | 130,314(4) | 0 | 0 | 191,267(5) | 191,267(5) | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 65,436 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites8 | 31,924 | 0 | 0 | 0 | 0 | 0 | | Total | 162,238 | 130,314 | 0 | 0 | 371,459 | 1,902,395 | | Richard W. Rodier | | | | | | | | Cash Severance Payment2 | N/A | N/A | N/A | N/A | N/A | N/A | | Unvested & Accelerated Stock Options3 | 0 | N/A | N/A | N/A | N/A | N/A | | Unvested & Accelerated Restricted Stock Units9 | 57,932 | N/A | N/A | N/A | N/A | N/A(9) | | Performance Share Award Payouts | 101,373(4) | N/A(4) | N/A | N/A | N/A(5) | N/A(5) | | Welfare Plan Benefits6 | 0 | N/A | N/A | N/A | N/A | N/A | | Outplacement Services7 | 0 | N/A | N/A | N/A | N/A | N/A | | Perquisites8 | 36,643 | N/A | N/A | N/A | N/A | N/A | | Total | 195,948 | N/A | N/A | N/A | N/A | N/A |

  116. Potential Payments Upon Termination or Change In Control

    1.Each of Messrs. Olson and Rodier and Ms. Peterson met the retirement criteria on October 31, 2023. 2.Amount reported represents two times (three times for Mr. Olson since he was CEO on October 31, 2023) the sum of the NEO's (a) then current annual base salary and (b) then target annual cash incentive award for fiscal 2023. 3.Amount reported represents the value of the automatic acceleration of vesting of unvested stock options. All amounts are based on the difference between: (a) the market price of our common stock underlying the unvested stock options as of October 31, 2022, and (b) the exercise price of the stock options. Because Mr. Olson met the retirement criteria on October 31, 2022, upon such event any unvested stock options held would continue to vest for four additional years, but such extended vesting is not quantified in the above table, Voluntary Resignation / Retirement column. 4.Amount reported represents the value of the future payout of two-thirds of the NEO's fiscal 2022 to fiscal 2024 performance share awards (based on two years of the three-year performance period completed as of October 31, 2023) and one-third of the NEO's fiscal 2023 to fiscal 2025 performance share awards (based on one year of the three-year performance period completed as of October 31, 2023), assuming that the Compensation & Human Resources Committee approves the payout at financial plan levels of performance for fiscal 2024 and fiscal 2025 and the market price of our common stock on October 31, 2023. 5.Amount reported represents the value of the immediate payout of two-thirds of the NEO's fiscal 2022 to fiscal 2024 (based on two years of the performance period completed as of October 31, 2023) and one-third of the NEO's fiscal 2023 to fiscal 2025 performance share awards (based on one year of the three-year performance period completed as of October 31, 2023), assuming target levels of performance and the market price of our common stock on October 31, 2023. 6.Amount reported represents the estimated value of the welfare plan benefits for a three-year period based on our premium levels in effect on October 31, 2023. 7.Amount reported is based on the assumption that we would incur a $30,000 one-time cost for outplacement services to be provided for the two-year period. 8.Amount reported represents the value of (a) one additional year of financial planning services, (b) one additional executive physical, and (c) twelve additional months of automobile lease payments. 9.Amount reported represents the value of the automatic acceleration of the vesting of unvested restricted stock units and is based on the number of shares of common stock underlying the unvested restricted stock units multiplied by the market price of our common stock on October 31, 2023.

  117. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K, passed as part of the Dodd-Frank Act, we calculated the ratio of annual total compensation of Mr. Olson relative to the annual total compensation of our median employee. To determine the median employee, we identified that, as of October 31, 2023, our total employee population was 10,706, which included employees from all our subsidiaries. We identified our median employee from this population (excluding Mr. Olson) by using base salary as our consistently applied compensation measure. We calculated the annual total compensation of our median employee for fiscal 2023 using the same methodology that we used to calculate the annual total compensation of our NEOs, including Mr. Olson, for fiscal 2023, as set forth in the Summary Compensation Table. Mr. Olson's annual total compensation for fiscal 2023, as set forth in the Summary Compensation Table, was $9,025,811. Annual total compensation for our median employee for fiscal 2023 was $75,286. The ratio of annual total compensation of Mr. Olson to the annual total compensation of our median employee for fiscal 2023 is 120:1. We believe the pay ratio presented above is a reasonable estimate calculated in a manner consistent with applicable SEC rules. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  118. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information known to us regarding the beneficial ownership of our common stock as of January 22, 2024, by (i) each of our current non-employee directors, (ii) our current and former executive officers named in the "Summary Compensation Table," and (iii) all current non-employee directors and executive officers as a group.

  119. Directors and Executive Officers

    | Title of Class | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership 1 2 3 4 | Percent of Class5 | | | Non-Employee Directors: | | | | Common Stock | Janet K. Cooper | 95,436 | * | | Common Stock | Dianne C. Craig | 0 | * | | Common Stock | Gary L. Ellis | 69,484 | * | | Common Stock | Eric P. Hansotia | 2,438 | * | | Common Stock | Jeffrey L. Harmening | 15,913 | * | | Common Stock | D. Christian Koch | 32,820 | * | | Common Stock | Joyce A. Mullen | 13,325 | * | | Common Stock | James C. O'Rourke | 41,134 | * | | Common Stock | Jill M. Pemberton | 3,752 | * | | | Named Executive Officers: | | | | Common Stock | Richard M. Olson | 1,019,351 | * | | Common Stock | Angela C. Drake | 20,624 | * | | Common Stock | Renee J. Peterson6 | 320,621 | * | | Common Stock | Joanna M. Totsky | 0 | * | | Common Stock | Amy E. Dahl | 164,936 | * | | Common Stock | Richard W. Rodier7 | 145,531 | * | | Common Stock | Gregory S. Janey | 59,561 | * | | All Current Directors and Executive Officers as a Group (20) | | 1,689,826 | 1.60% |

  120. Directors and Executive Officers

    *Less than one percent of the outstanding shares of our common stock. 1.Shares are deemed to be beneficially owned by a person if such person, directly or indirectly, has or shares: (a) the power to vote or direct the voting of such shares, or (b) the power to dispose or direct the disposition of such shares. Except as otherwise indicated in the footnotes to this table, the persons in this table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws, where applicable. 2.Beneficial ownership also includes: (a) shares that a person has the right to acquire within 60 days of January 22, 2024, and, as such, includes shares that may be acquired upon exercise of stock options and vesting of restricted stock units within 60 days of January 22, 2024; (b) shares allocated to executive officers under the Retirement Plan; and (c) common stock units and performance share units, collectively referred to as units, credited under the Deferred Plan for Directors and Deferred Plan for Officers. The following table reflects the beneficial ownership by type of security held by our non-employee directors, NEOs, and all current directors and executive officers as a group:

  121. Directors and Executive Officers

    | Name | Stock Options | Retricted Stock Units | Retirement Plan | Units under the Deferred Plan for Directors | Units under the Deferred Plan for Officers | | Non-Employee Directors: | | | | | | | Janet K. Cooper | 22,180 | — | — | 48,169 | — | | Dianne C. Craig | 0 | — | — | 0 | — | | Gary L. Ellis | 32,410 | — | — | 4,008 | — | | Eric P. Hansotia | 556 | — | — | 0 | — | | Jeffrey L. Harmening | 8,901 | — | — | 0 | — | | D. Christian Koch | 22,180 | — | — | 0 | — | | Joyce A. Mullen | 8,901 | — | — | 4,406 | — | | James C. O'Rourke | 27,218 | — | — | 0 | — | | Jill M. Pemberton | 556 | — | — | 952 | — | | Named Executive Officers: | | | | | | | Richard M. Olson | 819,633 | 0 | 17,089 | — | 164,001 | | Angela C. Drake | 15,134 | 7,859 | 91 | — | 728 | | Renee J. Peterson | 172,700 | 0 | 745 | — | 87,259 | | Joanna M. Totsky | 0 | 0 | 0 | — | 0 | | Amy E. Dahl | 126,159 | 0 | 3,921 | — | 16,069 | | Richard W. Rodier | 114,633 | 0 | 2,834 | — | 6,158 | | Gregory S. Janey | 49,012 | 0 | 2,127 | — | 5,165 | | All Current Directors and Executive Officers as a Group (20) | 1,235,737 | 11,965 | 41,226 | 57,535 | 193,575 |

  122. Directors and Executive Officers

    3.Includes shares held in trust for estate planning purposes as follows: 24,897 shares for Ms. Cooper, 10,640 shares for Mr. Koch, 12,034 shares for Mr. O'Rourke, 38,932 shares for Ms. Peterson, 2,241 for Ms. Pemberton, and 88,744 shares for all current directors and executive officers as a group. Ms. Cooper's spouse is sole trustee of the trust and has sole voting and investment power with respect to the shares held in trust; and accordingly, Ms. Cooper disclaims beneficial ownership of such shares. Ms. Pemberton has shared voting and investment power with her spouse 4.Ms. Pemberton has shared voting and investment power with her spouse over the 2,241 shares in trust, and Mr. Janey has shared voting and investment power with his spouse over 388 shares. 5.Percentages are based on our shares outstanding as of our record date and are calculated pursuant to Rule 13d-3 under the Exchange Act. Percentage calculations assume, for each person and the group, that all shares that may be acquired by such person or by the group pursuant to stock options or other rights currently exercisable or that become exercisable or issuable within 60 days following January 22, 2024, are outstanding for the purpose of computing the percentage of common stock owned by such person or by the group. However, those unissued shares of our common stock described above are not deemed to be outstanding for the purpose of calculating the percentage of common stock owned by any other person. 6.Ms. Peterson retired as Vice President, Finance on July 10, 2023. 7.Mr. Rodier retired as Group Vice President, Construction Businesses on April 14, 2023.