DEF 14A of Oshkosh Corp, Mar 28, 2024

DEF 14A of Oshkosh Corp

Filed Mar 28, 2024 · FY20230001104659-24-040519

Open on EDGAR

  1. Oshkosh Corporation

    | PROXY STATEMENT SUMMARY | 1 | | MANAGEMENT PROPOSAL 1: ELECTION OF DIRECTORS | 6 | | DIRECTOR COMPENSATION | 15 | | GOVERNANCE OF THE COMPANY | 17 | | MANAGEMENT PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR FOR 2024 | 25 | | STOCK OWNERSHIP | 27 | | COMPENSATION DISCUSSION AND ANALYSIS | 29 | | Executive Summary | 29 | | Introduction and Overview | 29 | | Oshkosh Strategy, Strengths and 2023 Highlights | 29 | | Pay for Performance | 30 | | Say-On-Pay | 31 | | Human Resources Committee Oversight Responsibilities | 32 | | Compensation Philosophy and Objectives | 32 | | Annual Compensation Program Design Review | 33 | | Analysis of Peer Group and Industry Data | 34 | | Compensation Decisions for 2023 | 34 | | Base Salary | 34 | | Summary of 2023 Base Salary Adjustments | 34 | | Annual Cash Incentive Awards | 35 | | Annual Cash Incentive Awards — Operating Income and 2023 Results | 35 | | Annual Cash Incentive Awards — Days Net Working Capital and 2023 Results | 36 | | 2023 Annual Incentive Award Payouts | 36 | | Equity-Based Long-Term Incentive Awards | 37 | | Performance Share Awards | 37 | | Total Shareholder Return | 38 | | TSR – Results that Impacted 2023 | 38 | | Return on Invested Capital | 39 | | ROIC – Results that Impacted 2023 | 40 | | Sustainability | 40 | | Restricted Stock Units | 40 | | New Hire Compensation | 41 | | Retirement Benefits | 41 | | Deferred Compensation | 41 | | Other Benefits | 41 | | Executive Employment and Other Agreements | 42 | | Severance Agreement | 42 | | Executive Severance Policy | 42 | | Change-In-Control Agreements | 42 | | Executive Incentive Compensation Recovery Policy | 43 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Background to Board’s Recommendation for Director Nominees Board composition, refreshment and diversity are priorities for our shareholders as well as for our Board. Our Board seeks to provide orderly refreshment while sustaining strong board composition and diversity. We define diversity broadly. In considering diversity (in all aspects of that term), our Board takes into account various factors and perspectives, including differences of viewpoint, professional experience, education, skill and other demographics, such as race, gender and ethnicity. Our Board continues to review both its size and its composition to attract outstanding candidates while retaining the balance of skills and attributes needed to oversee our company’s complex, global operations.

  3. ELECTION OF DIRECTORS

    | The Board currently consists of nine directors, with one vacancy. The Board has selected ten nominees for election at the 2024 Annual Meeting, each to hold office until the next annual meeting and the election of their successor. Nine of the nominees are current directors, and each nominee has agreed to be named in this Proxy Statement and to serve on the Board of Directors if elected. |

  4. ELECTION OF DIRECTORS

    Attributes, Qualifications and Experience of Nominees for Board of Directors Our Board, upon the recommendation of the Governance Committee, defines the personal and professional qualifications that Board nominees must demonstrate. These criteria are described in the Corporate Governance Guidelines under the “Governance” tab located on our Investors website, www.investors.oshkoshcorp.com, and on pages 17 to 19 of this Proxy Statement. We are not including the information contained on our website as part of, or incorporating it by reference into, this Proxy Statement. Our Board of Directors is nominating Annette Clayton for election to the Board. Ms. Clayton is the Chairwoman (retiring March 31, 2024) and former President and Chief Executive Officer of Schneider Electric North America, the largest operating region for Schneider Electric, a multinational corporation specializing in energy management and automation solutions. She served as Chief Executive Officer of Schneider Electric North America from April 2022 through December 2023, and as Chief Executive Officer and President from June 2016 until April 2022. Ms. Clayton previously served on the board of directors of Polaris Inc. for 18 years until 2021 and currently serves on the boards of Duke Energy, NXP Semiconductors and Nordson Corporation. While serving as Chief Executive Officer of Schneider Electric North America, Ms. Clayton was named to Time Magazine’s Top 100 Climate list of the most influential leaders driving business to real climate action. She would bring to our Board extensive experience in sustainable global operations and supply chain management. Ms. Clayton would also bring significant experience serving on public company boards. Egon Zehnder, the third-party executive search firm that we retained to assist us in the search for director candidates, recommended Ms. Clayton to the Governance Committee as a well-qualified and credentialed candidate to serve on our Board following a national search. The Governance Committee recommended Ms. Clayton for election to the Board following its review of her qualifications in light of the criteria in our Corporate Governance Guidelines. Director John S. Shiely resigned from the Board, effective March 25, 2024. Since his election to the Board in 2012, our company has benefited from Mr. Shiely’s experience and expertise. In addition to the brief biographies of each of our Board’s nominees presented on pages 9 to 13, below is a summary of the nominees’ attributes, qualifications and experience and knowledge that led our Board of Directors to conclude that each nominee should continue to serve as a director.

  5. ELECTION OF DIRECTORS

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 6 |

  6. OVERVIEW OF OUR BOARD NOMINEES

    OVERVIEW OF OUR BOARD NOMINEES If for some reason a nominee is unable to serve, the individuals named as proxies may vote for a substitute nominee recommended by the Board, and unless you indicate otherwise when voting, your shares will be voted in favor of our remaining nominees.

  7. SUMMARY OF ATTRIBUTES OF NOMINEES

    SUMMARY OF ATTRIBUTES OF NOMINEES

  8. SUMMARY OF ATTRIBUTES OF NOMINEES

    | Directors | Other Public Boards | Industry Experience | Executive, Leadership or Management | Global Business Operations | Financial or Audit | Innovation | Risk Management | Marketing | Military | Strategy | Human Capital Management | ESG/ Corporate Responsibility | Cybersecurity | | Keith J. Allman | | | | | | | | | | | | | | | Annette K. Clayton | | | | | | | | | | | | | | | Douglas L. Davis | | | | | | | | | | | | | | | Tyrone M. Jordan | | | | | | | | | | | | | | | Kimberley Metcalf- Kupres | | | | | | | | | | | | | | | Stephen D. Newlin | | | | | | | | | | | | | | | Duncan J. Palmer | | | | | | | | | | | | | | | David G. Perkins | | | | | | | | | | | | | | | John C. Pfeifer | | | | | | | | | | | | | | | Sandra E. Rowland | | | | | | | | | | | | | |

  9. SUMMARY OF ATTRIBUTES OF NOMINEES

    Denotes public company CEO experience Denotes public company CFO experience

  10. SUMMARY OF ATTRIBUTES OF NOMINEES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 7 |

  11. CURRENT COMMITTEE MEMBERSHIPS

    CURRENT COMMITTEE MEMBERSHIPS

  12. CURRENT COMMITTEE MEMBERSHIPS

    | Name | Age | Director Since | Independent | Audit Committee | Human Resources Committee | Governance Committee | | Keith J. Allman | 61 | 2015 | Yes | | C | | | Douglas L. Davis | 62 | 2021 | Yes | | | | | Tyrone M. Jordan | 61 | 2019 | Yes | | | | | Kimberley Metcalf-Kupres (1) | 62 | 2016 | Yes | | | C | | Stephen D. Newlin | 71 | 2013 | Yes | A | A | A | | Duncan J. Palmer | 58 | 2011 | Yes | C | | | | David G. Perkins (2) | 66 | 2022 | Yes | | | | | John C. Pfeifer | 58 | 2021 | No | | | | | Sandra E. Rowland | 52 | 2018 | Yes | | | | | | | | | C Chair | A Alternate | |

  13. CURRENT COMMITTEE MEMBERSHIPS

    (1) Ms. Metcalf-Kupres was appointed Chair of the Governance Committee effective February 19, 2024. (2) Gen. (Ret.) Perkins was appointed to the Human Resources Committee effective February 19, 2024.

  14. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 8 |

  15. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 61 Director Since: 2015 OSHKOSH COMMITTEES: Human Resources (Chair) | Keith J. Allman QUALIFICATIONS, ATTRIBUTES AND SKILLS Mr. Allman serves as President and Chief Executive Officer of a global manufacturer and brings to our Board significant experience as a change agent and process improvement leader. He also brings significant experience in the automotive industry, international business, finance and accounting, marketing, operations, product development, risk management, supply chain and strategic planning. PROFESSIONAL EXPERIENCE • Served as President and Chief Executive Officer of Masco Corporation, a global leader in the design, manufacture and distribution of branded home improvement and building products, since 2014 • Served as Group President, Plumbing and Cabinetry at Masco from 2011 to 2014 • Group Vice President, Plumbing Products and President, Delta Faucet company from 2009 to 2011 PUBLIC DIRECTORSHIPS • Masco Corporation |

  16. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 60 | Annette K. Clayton QUALIFICATIONS, ATTRIBUTES AND SKILLS Ms. Clayton is the Chairwoman (retiring March 31, 2024) and former Chief Executive Officer of North America for a multinational corporation specializing in energy management and automation solutions. While serving as Chief Executive Officer of North America, Ms. Clayton was named to Time Magazine’s Top 100 Climate list of the most influential leaders driving business to real climate action. She would bring to our Board extensive experience in chief executive leadership, strategy, risk management, sustainable global operations and supply chain management. Ms. Clayton would also bring significant experience serving on public company boards. PROFESSIONAL EXPERIENCE • Chairwoman, Schneider Electric North America, the largest operating region for Schneider Electric, a multinational corporation specializing in energy management and automation solutions (January 2024 to present) • CEO, Schneider Electric North America (2016 to December 2023) • President and CEO, Schneider Electric North America (2016 to 2022) • Served as Vice President of Global Supply Chain Operation in Singapore and as Vice President of Operations for the Americas for Dell Technologies • Spent 23 years at General Motors in roles of increasing responsibility in operations and quality • Currently serves on the boards of NXP Semiconductors N.V., Duke Energy Corporation and Nordson Corporation and previously served as a director of Polaris, Inc. | | | | PUBLIC DIRECTORSHIPS • NXP Semiconductors N.V. • Duke Energy Corporation • Nordson Corporation | FORMER PUBLIC DIRECTORSHIPS • Polaris, Inc. |

  17. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 9 |

  18. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 62 Director Since: 2021 OSHKOSH COMMITTEES: Audit Human Resources | Douglas L. Davis QUALIFICATIONS, ATTRIBUTES AND SKILLS Mr. Davis is a respected leader within the automotive, autonomous driving and IoT industries. He brings to our Board valuable experience in innovation, disruptive technologies and research and development. He also brings strong global strategic planning experience and recently obtained the CERT certification in Cybersecurity Oversight. PROFESSIONAL EXPERIENCE • 35 years of experience in various leadership positions at Intel Corporation, a global technology company • Established Intel as the leading provider of microprocessor technology used in self-driving cars and led the company’s acquisition of Mobileye in his role as Senior Vice President of the Automated Driving Group from 2017 until his retirement in 2019 • Led a global organization responsible for Intel Architecture computing solutions across market segments, including industrial automation, aerospace, automotive and other intelligent systems applications PUBLIC DIRECTORSHIPS • Verra Mobility Corporation • Cerence, Inc. |

  19. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 61 Director Since: 2019 OSHKOSH COMMITTEES: Audit Governance | Tyrone M. Jordan QUALIFICATIONS, ATTRIBUTES AND SKILLS Mr. Jordan brings to our Board more than 35 years of automotive, aerospace, renewable energy, and military/commercial specialty vehicle industrial expertise, including comprehensive achievements in strategy, mergers and acquisitions, engineering, operations, supply chain and new product development disciplines. Mr. Jordan is a seasoned corporate director with a global perspective. PROFESSIONAL EXPERIENCE • Served as President and Chief Operating Officer, at Dura Automotive Systems, a global automotive technology supplier from 2015 until his retirement in 2019, including responsibility for all strategic growth and operational initiatives across the global enterprise • As the Senior Vice President at United Technologies (now a part of Raytheon Technologies), he led global teams in the disciplines of operations, innovation and technology, supply chain business development and corporate strategy from 2009 to 2013 • Spent 25 years with General Motors in both domestic and international assignments in operations, new product development, technology, manufacturing and supply chain roles of increasing responsibility, ultimately serving as GM’s Executive Vice President, Global Operations and Customer Experience | | | | PUBLIC DIRECTORSHIPS: • Axalta Coating Systems Ltd. • TPI Composites, Inc. | FORMER PUBLIC DIRECTORSHIPS: • Cooper Tire and Rubber Company • Trinity Industries |

  20. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 10 |

  21. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 62 Director Since: 2016 OSHKOSH COMMITTEES: Governance (Chair) | Kimberley Metcalf-Kupres QUALIFICATIONS, ATTRIBUTES AND SKILLS Ms. Metcalf-Kupres is a purpose driven leader and recognized champion of corporate responsibility, sustainability, and diversity and inclusion. She brings to our Board significant experience in sales and marketing, international business, strategy, innovation, government relations, leadership development, and corporate responsibility in a sophisticated, global, technology-driven company. Ms. Metcalf-Kupres has recently obtained the CERT certification in Cybersecurity Oversight. PROFESSIONAL EXPERIENCE • Retired in 2017 as Vice President and Chief Marketing Officer for Johnson Controls, a $30 billion global diversified technology and multi-industrial leader, a position that included responsibility for strategy, product management, innovation and business transformation • Served as Vice President, Strategy, Marketing and Sales, Johnson Controls’ Power Solutions business from 2007 to 2013 • Founding member of the Women’s Resource Network at Johnson Controls and has actively worked on gender parity issues through her participation on the World Economic Forum and other thought leadership forums |

  22. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 71 Director Since: 2013 OSHKOSH COMMITTEES: Alternate for All Committees | Stephen D. Newlin QUALIFICATIONS, ATTRIBUTES AND SKILLS A former chief executive officer and chairman in the specialty chemicals, materials and plastics industries, Mr. Newlin has experience as a director of several public companies and a keen understanding of international business and regulatory issues, as well as substantial global M & A experience. Mr. Newlin also has extensive experience with leadership development and succession. PROFESSIONAL EXPERIENCE • Served as Chairman of Univar Solutions, a global distributor of chemicals and services, from 2018 to 2020 • Served as Chairman, President and Chief Executive Officer of Univar Solutions from 2016 to 2018 • Chairman, President and Chief Executive Officer of PolyOne Corporation (now Avient), a global provider of specialized polymer materials, services and sustainable solutions from 2006 to 2014 • Served as Executive Chair of PolyOne Corporation’s (now Avient) board from 2014 to 2016 • President, Industrial Sector, Ecolab, Inc., a global leader in water, hygiene and infection protection solutions and services from 2003 to 2006 • Spent 24 years at Nalco Chemical company in positions of increasing responsibility, serving as President, Chief Operating Officer and Vice Chairman of Nalco from 2000 to 2001 FORMER PUBLIC DIRECTORSHIPS: • Univar Solutions, Inc. • The Chemours Company • Hexion Holdings Corporation |

  23. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 11 |

  24. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 58 Director Since: 2011 OSHKOSH COMMITTEES: Audit (Chair) | Duncan J. Palmer QUALIFICATIONS, ATTRIBUTES AND SKILLS A former public company Global Chief Financial Officer, Mr. Palmer brings to our Board a depth of knowledge in international finance and accounting as well as strategic operations. Mr. Palmer has served on the boards of other public companies, and has extensive experience in global operations, portfolio management, risk management, mergers and acquisitions and commercial finance. PROFESSIONAL EXPERIENCE • Global Chief Financial Officer, Cushman and Wakefield, a global provider of commercial real estate services, from 2014 until his retirement in 2021 • Served as Group Finance Director of Reed Elsevier Group plc from 2012 to 2014 • Chief Financial Officer, Owens Corning, a designer and manufacturer of insulation, roofing and fiberglass composites, from 2007 to 2012 • Spent 20 years with the Royal Dutch/Shell Group of companies, including roles as Vice President, Upstream Commercial Finance of Shell International Exploration and Production BV and Vice President, Finance, Global Lubricants PUBLIC DIRECTORSHIPS: • Bluescape Opportunities Acquisition Corp. • Verde Clean Fuels Inc. |

  25. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 66 Director Since: 2022 OSHKOSH COMMITTEES: Governance Human Resources | David G. Perkins QUALIFICATIONS, ATTRIBUTES AND SKILLS A retired four-star General, General (Ret.) Perkins brings to our Board a deep understanding of, and extensive experience, in governmental relations, organizational development, risk management, strategic planning and operations and cybersecurity. General (Ret.) Perkins also has in-depth knowledge of the development of future requirements for all United States Army ground and air weapons systems and vehicles. PROFESSIONAL EXPERIENCE • Served 38 years in the United States Army, retiring in 2018 as a four-star General • Responsible for overseeing training of Army forces and development of operational doctrine as well as establishing future requirements for Army systems and vehicles as Commander, United States Army Training and Doctrine Command (TRADOC), from 2014 to 2018 • As Commander, United States Army Combined Arms Center and Commandant, U.S. Army Command and General Staff College, Fort Leavenworth (from 2011 to 2014), led the development and execution of the leader development strategy across the Army, management of the Army’s training support and development enterprises and the development and integration of the doctrine that the Army, and many U.S. allies, use worldwide. • Established a Cyber Center of Excellence for the largest organization in the Department of Defense • Sits on a number of advisory boards for the Department of Defense providing insights and recommendations on future technology and strategy for the United States. PUBLIC DIRECTORSHIPS: • CAE, Inc. |

  26. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 12 |

  27. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 58 Director Since: 2021 | John C. Pfeifer QUALIFICATIONS, ATTRIBUTES AND SKILLS Mr. Pfeifer is Oshkosh’s President and Chief Executive Officer, positions he has held since April 2021. He brings over 25 years of senior leadership and global management experience to the Company. PROFESSIONAL EXPERIENCE • Mr. Pfeifer served as our President and Chief Operating Officer from May 2020 until his appointment as CEO. He joined the company as Executive Vice President and Chief Operating Officer in 2019 • Served 13 years with Brunswick Corporation, a global leader in marine propulsion systems, parts and accessories, serving as President of Mercury Marine from 2014 to 2019; Vice President of Global Operations from 2012 to 2014; and President of Brunswick Marine EMEA and Brunswick Asia Pacific Group from 2008 to 2012 • Under his leadership, Mercury achieved new levels of growth by gaining share through accelerated innovation and product development, as well as expanding its lifecycle services business through a series of acquisitions • Held executive and general management positions with ITT Corporation and Milacron, Inc. PUBLIC DIRECTORSHIPS • The Manitowoc Company |

  28. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 52 Director Since: 2018 OSHKOSH COMMITTEES: Audit Human Resources | Sandra E. Rowland QUALIFICATIONS, ATTRIBUTES AND SKILLS As a former Chief Financial Officer, Ms. Rowland brings to our Board knowledge and insight into the management of financial and strategic operations. In addition, she brings valuable experience integrating and aligning sustainability and corporate strategy. Ms. Rowland also has significant experience in the disciplines of international business management, risk management, and mergers and acquisitions. PROFESSIONAL EXPERIENCE • Has served as Senior Advisor to Xylem, Inc., a publicly traded water technology company committed to solving critical water and infrastructure challenges with technological innovation, since October 2023. Served as Senior Vice President and Chief Financial Officer of Xylem, from 2020 to October 2023 • Served as Executive Vice President and Chief Financial Officer of Harman International Industries, Incorporated, a global leader in connected car technology, lifestyle audio innovations, professional audio and lighting solutions, and digital transformation, from 2015 to 2020. Led and integrated several acquisitions and was instrumental in Samsung Electronics’ acquisition of Harman in 2017, a publicly traded Fortune 500 company at the time • Served in Corporate Development and Investor Relations capacities at Harman from 2012 to 2014 • Held positions of increasing responsibility in accounting and finance at Eastman Kodak Company from 2000 to 2012 • Served with PricewaterhouseCoopers LLP from 1993 to 2000 |

  29. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 13 |

  30. CURRENT COMMITTEE MEMBERSHIPS

    Board Recommendation The Board recommends that shareholders vote FOR the election of the ten nominees identified above. The Board’s recommendation is based on carefully considered judgment that the skills, professional experience, education, backgrounds and attributes of the nominees make them the best candidates to serve on our Board.

  31. CURRENT COMMITTEE MEMBERSHIPS

    | FOR | | The Board of Directors recommends a vote FOR the Board’s ten nominees for director identified above. |

  32. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 14 |

  33. CURRENT COMMITTEE MEMBERSHIPS

    Director Compensation The table below summarizes the compensation paid to or earned by our non-employee directors during 2023.

  34. CURRENT COMMITTEE MEMBERSHIPS

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) | Total ($) | | Keith J. Allman | 126,000 | 160,014 | 45,568 | — | 331,582 | | Douglas L. Davis | 124,500 | 160,014 | — | — | 284,514 | | Tyrone M. Jordan | 124,500 | 160,014 | — | — | 284,514 | | Kimberley Metcalf-Kupres | 124,500 | 160,014 | 22,533 | — | 307,047 | | Stephen D. Newlin | 267,500 | 160,014 | — | — | 427,514 | | Duncan J. Palmer | 131,000 | 160,014 | — | — | 291,014 | | David G. Perkins | 111,000 | 160,014 | — | — | 271,014 | | Sandra E. Rowland | 124,500 | 160,014 | — | — | 284,514 | | John S. Shiely (5) | 126,000 | 160,014 | — | — | 286,014 |

  35. Director Compensation

    Director Compensation Stock and Awards Plan. The Human Resources Committee retained the services of Mercer, an external compensation consultant, to advise regarding compensation of outside directors, and the amount of the stock awards was at the 50th percentile of data that Mercer provided relating to non-employee director compensation. Deferred Compensation Plan Non-employee directors may elect to participate in our Deferred Compensation Plan for Directors and Executive Officers. This plan permits individual directors to defer any or all of their compensation from the company, including their stock awards. A director who defers fees may elect to have deferred amounts credited to a fixed-income investment account or a stock account. Deferrals of stock awards must be credited to a stock account. Deferrals credited to a fixed-income investment account earn interest at the prime rate as published in The Wall Street Journal on the last business day of the immediately preceding quarter, plus 1%. Deferrals credited to a stock account are treated as though invested in our common stock. Any dividends earned on our common stock are reinvested in each director’s stock account. Payments from the Deferred Compensation Plan may be made in a lump sum or in annual installments for up to 10 years at the election of the director. Payments generally commence when a director ceases to be a member of our Board. In the event of a change in control of our company, as defined in the Deferred Compensation Plan, we will pay out the deferred compensation plan accounts of all directors in a single lump-sum cash payment. Stock Ownership Guidelines for Directors The Human Resources Committee has adopted stock ownership guidelines for non-employee directors to ensure they have a direct stake in the success of our company. Under these guidelines, non-employee directors are encouraged to acquire and own our common stock in an amount equal to five times their respective annual cash retainers. Non-employee directors should achieve this stock ownership level within five years of becoming a director. As of February 29, 2024, all independent directors have met the requisite stock ownership levels or are within five years of their initial election as a director. Mr. Pfeifer is subject to the stock ownership guidelines that apply to our executive officers. Our company has a policy that prohibits directors, officers, and all other employees from entering certain transactions for their individual accounts, including hedging or pledging our common stock. Without limitation, the prohibition on hedging includes any financial instruments or other transactions that hedge or offset, or are designed to hedge or offset, any position relating to company securities, including prepaid variable forward contracts, equity swaps, collars, puts, calls and other derivative instruments and exchange funds.

  36. Director Compensation

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 16 |

  37. Director Compensation

    Board of Directors Independence Except for our President and Chief Executive Officer, Mr. Pfeifer, all of the nominees for election to our Board are independent. The Board has determined that no non-employee director nominee has a material relationship with our company and that all are independent under NYSE listing standards. Further, no director or executive officer has any family relationship with any other director or executive officer. Meetings of the Board of Directors The Board of Directors held six meetings during 2023, and committees of the Board held a total of 21 meetings. Each director attended well above 75% of the aggregate number of meetings of the Board and committees on which he or she served during 2023. The Board expects directors to attend the Annual Meeting of Shareholders. All our directors attended our 2023 virtual Annual Meeting, and we anticipate that all director nominees will attend the virtual Annual Meeting in 2024. Our independent, non-employee directors met in executive session, without the presence of our officers, on six occasions during 2023. The independent Chairman of the Board presided over all executive session meetings of the non-employee directors. Shareholder Engagement and Say-on-Pay Our shareholders are key participants in the governance of our company. For this reason, we spend time meeting with our shareholders, listening to their concerns and responding to their feedback. During 2023, members of the management team met with shareholders and potential shareholders on many occasions. Our management also proactively reached out to shareholders following each of our four quarterly earnings releases. During these candid meetings, we discussed our company’s performance and strategy and received shareholder feedback on a variety of topics. We know that executive compensation is an important subject for shareholders. The Board is particularly pleased that, at our 2023 Annual Meeting, 96.7% of the votes cast were in favor of the advisory proposal to approve the compensation of our named executive officers (NEO’s). Majority Voting for Director Elections Directors are elected through plurality voting, which means that the ten nominees who receive the most votes of all votes cast will be elected. However, in the absence of a contested election, any nominee for director who receives a greater number of votes “withheld” from their election than votes “for” such election must promptly tender a resignation to the Chairman of the Board. The Governance Committee (or, under certain circumstances, another committee appointed by the Board) will promptly consider the matter and will recommend to the Board whether to accept or reject the tendered resignation based on all relevant factors. The Board must act on that recommendation no later than 90 days after the annual meeting of shareholders at which the election took place. The Board’s decision, including a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation, will be disclosed in a Current Report on Form 8-K filed with the SEC. Proxy Access Our By-laws include a proxy access provision stating that shareholders who meet the requirements set forth in our By-laws may under certain circumstances include a specified number of director nominees in our proxy materials. Under the provision, any shareholder or group of up to 20 shareholders that beneficially owns at least 3% of our outstanding common stock continuously for three years is permitted to nominate candidates for election to the Board and to require the company to list such nominees along with the Board’s nominees in the company’s proxy statement. For purposes of this limitation, a group of funds under

  38. Director Compensation

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 17 |

  39. Director Compensation

    common management and investment control is treated as one shareholder. The qualifying shareholder or group of shareholders may nominate up to 20% of the Board, rounding down to the nearest whole number of Board seats, but not less than two. Communicating with the Board of Directors We encourage you to share your opinions, interests, concerns and suggestions. If you would like to communicate with the Chairman or with the Board as a whole, you may send correspondence to the Secretary, Oshkosh Corporation, 1917 Four Wheel Drive, Oshkosh, Wisconsin 54902. Your correspondence will be forwarded to the Board or the appropriate committee, as applicable. Shareholder Right to Call a Special Meeting Under Wisconsin law and our By-laws, shareholders holding 10% of our outstanding shares have the right to call a special meeting of our shareholders. As to this right, there are no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10% threshold and no limits on when a meeting can be called. Our By-laws include some procedural requirements relating to the exercise of this right. Committees of the Board of Directors Our Board of Directors has three standing committees: the Audit Committee, the Governance Committee and the Human Resources Committee. The members and responsibilities of these committees as of the date of the Notice of Annual Meeting of Shareholders are set forth below. The Board has determined that each member of each committee is an independent director as defined under NYSE listing standards and SEC rules, including rules specifically pertaining to members of audit committees and compensation committees. Audit Committee

  40. Director Compensation

    | MEMBERS | THE AUDIT COMMITTEE | | | • Duncan J. Palmer (Chair) • Douglas L. Davis • Tyrone M. Jordan • Sandra E. Rowland • Stephen D. Newlin (alternate member) | • oversees the fulfillment by management of its financial reporting and disclosure responsibilities and its maintenance of an appropriate internal control system • assists with Board oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements and the independence and qualifications of our independent registered public accounting firm | • appoints, compensates and oversees the work of our independent registered public accounting firm, which reports directly to the Audit Committee • oversees our internal audit function • assists the Board with oversight of our risk management program • oversees the implementation and effectiveness of the company’s ethics and compliance program • oversees the company’s information security and risk management associated with cybersecurity |

  41. Director Compensation

    The Audit Committee met eight times during 2023. The Audit Committee has a charter that specifies its responsibilities, and the Audit Committee believes it fulfills that charter. All members of the Audit Committee are independent directors and financially literate under the applicable NYSE listing standards, and the Board has determined that each of Tyrone M. Jordan, Stephen D. Newlin, Duncan J. Palmer and Sandra E. Rowland is an “audit committee financial expert” as defined under SEC rules. Our independent registered public accounting firm and internal auditors met with the Audit Committee with and without representatives of management present.

  42. Director Compensation

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 18 |

  43. Director Compensation

    Governance Committee

  44. Director Compensation

    | MEMBERS | THE GOVERNANCE COMMITTEE | | | • Kimberley Metcalf-Kupres (Chair) (1) • Tyrone M. Jordan • David G. Perkins • Stephen D. Newlin (alternate member) | • identifies individuals qualified to become Board members and recommends nominees to our Board for election as directors • oversees the annual self-evaluation of the Board and Committees • makes recommendations to the Board regarding Board and Committee structure, Committee charters and corporate governance | • maintains corporate governance guidelines applicable to our company • oversees administration of the Code of Ethics Applicable to Directors and Senior Executives • provides oversight of our sustainability and corporate social responsibility program |

  45. Director Compensation

    (1) Ms. Metcalf-Kupres was appointed Chair of the Governance Committee as of February 19, 2024. The Governance Committee met seven times during 2023. Selection of Nominees for Election to the Board and Consideration of Shareholder-Recommended Candidates The Governance Committee will consider candidates for nomination as a director recommended by shareholders, directors, officers, third-party search firms, and other sources and reviews all candidates in the same manner, regardless of the source of the recommendation. In evaluating candidates, the Governance Committee considers the needs of the Board and attributes of the individual candidates, including character, judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. The Board and the Governance Committee believe director candidates should possess the following minimum qualifications: • The highest personal and professional ethics, integrity and values; • The ability to make independent analytical inquiries and to exercise sound business judgment; • Relevant expertise and experience and an understanding of our business environment, together with the ability to offer advice and guidance to the Board and executives based on that expertise, experience and understanding; • Background as chief or other senior executive officer of a public company or leader of a major complex organization, including commercial, scientific, government, military, and educational and other non-profit institutions; • Independence from any particular constituency, ability to represent all shareholders of our company, and a commitment to enhancing long-term shareholder value; and • Sufficient time available to devote to activities of the Board and to enhance their knowledge of our business. Unless otherwise determined by the Governance Committee, director nominees must be younger than 72. In addition, the Board and the Governance Committee believe at least one director should have the requisite experience and expertise to be designated an “audit committee financial expert” as defined by applicable SEC rules. Any shareholder who wishes to recommend a director candidate must provide written notice to the attention of our Secretary at the address shown on page 2. Such notice must include the shareholder’s name and address; the class and number of shares of common stock owned; the name, age, business address, and principal occupation of the candidate; and the number of shares of common stock owned by the candidate, if any. The notice also must include the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal securities laws. We may require any candidate to furnish additional information, within reason, to determine the candidate’s eligibility. A shareholder wishing to nominate a candidate for election as a director also must comply with the provisions of our By-laws described under “Additional Information Regarding the Annual Meeting — Shareholders intending to present business at the 2025 Annual Meeting”. Diversity on the Board Our Corporate Governance Guidelines have long provided that our Board is committed to a diverse membership. Our Board defines diversity broadly. We look for diversity of personal attributes of the individual directors as well as their diverse careers, areas of expertise and tenure on the Board. In considering diversity of the Board (in all aspects of that term), the Governance

  46. Director Compensation

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 19 |

  47. Director Compensation

    Committee takes into account various factors and perspectives, including differences of viewpoint, professional experience, education, skills and other demographics, such as race, gender and ethnicity. As part of its process of identifying potential nominees, the Governance Committee considers the attributes of existing directors and directs the third-party executive search firm that assists in identifying candidates to search for individuals who would contribute to the diversity of the Board. As part of its annual self-evaluation, the Governance Committee assesses the effectiveness of its efforts to attain diversity by considering whether it has an appropriate process for identifying and selecting director candidates. Human Resources Committee

  48. Director Compensation

    | MEMBERS | THE HUMAN RESOURCES COMMITTEE | | | • Keith J. Allman (Chair) • Douglas L. Davis • Gen. (Ret.) David Perkins (1) • Sandra E. Rowland • Stephen D. Newlin (alternate member) | • oversees our organizational, personnel, compensation and benefits policies and practices • establishes the compensation for executive officers and directors | • oversees the administration of the other executive compensation and benefits plans • oversees talent and succession strategies to ensure leadership continuity • oversees the company’s human capital management program |

  49. Director Compensation

    (1) Gen. (Ret.) David Perkins was appointed to the Human Resources Committee as of February 19, 2024. The Human Resources Committee met six times in 2023. The Human Resources Committee retained the services of an external independent compensation consultant, Mercer US LLC, a business of Marsh & McLennan Companies, Inc. (MMC), to provide technical guidance regarding executive and director compensation matters. In 2023, the company paid $228,813 in fees to Mercer for executive and director compensation consulting services which included: • Analysis of peer company disclosures as well as general industry compensation data using Mercer’s US Executive Remuneration Database and updates of trends in executive compensation; • Ongoing support regarding the latest relevant regulatory, technical and accounting considerations affecting executive compensation and benefit programs; • Guidance on overall compensation program structure, executive compensation levels, comparator groups and executive employment agreements; • Preparation for and attendance at selected management, committee and Board of Directors meetings; and • Evaluation of competitive positioning of outside director compensation. The Human Resources Committee has sole authority to engage and terminate its external compensation consultant or any other compensation adviser; meet with its external compensation consultant without management being present; and evaluate the quality and objectivity of the services of its external compensation consultant annually. In addition, pursuant to SEC rules and NYSE listing standards regarding the independence of compensation committee advisers, the Human Resources Committee has the responsibility to consider the independence of its external compensation consultant. The company separately engaged Mercer in the ordinary course of business to provide services in areas other than executive and director compensation. The services, which are described below, were unrelated to services that Mercer provided to the Committee, and the employees who rendered the services were different persons than those serving as consultants to the Committee. These additional services included: • Consulting services regarding investment options available under the United Kingdom employee pension scheme; • Administering the United Kingdom pension plan along with actuarial analysis and valuations; • Providing benchmarking surveys for information on compensation and benefits for our employees generally; and • Supporting configuration of one of the company’s global information technology platforms. During 2023, the company paid Mercer $536,647 for these additional services. United Kingdom pension services are paid in British pounds and have been converted to U.S. dollars using an average exchange rate of 1.24 U.S. dollars per British pound.

  50. Director Compensation

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 20 |

  51. Director Compensation

    The Human Resources Committee considered the independence of Mercer’s individual representatives who serve as consultants to the Committee and concluded Mercer is independent and that Mercer’s performance of the unrelated services raises no conflict of interest. The consolidated revenues of MMC were $22.7 billion in 2023, as reported by MMC in its Annual Report on Form 10-K. We provide additional information regarding the Human Resources Committee and our policies and procedures regarding executive compensation below under “Compensation Discussion and Analysis”. Board, Committee and Director Evaluations The Board believes it has robust evaluation processes for the Board, its three committees, individual directors and the Chairman of the Board. In particular:

  52. Director Compensation

    | BOARD AS A WHOLE | EACH BOARD COMMITTEE | INDIVIDUAL DIRECTORS | CHAIRMAN OF THE BOARD | | The Governance Committee annually oversees a self-evaluation of the Board as a whole. The Committee establishes the evaluation criteria and implements the process for this evaluation. | On an annual basis, each committee conducts a self-assessment of its performance during the previous year. The purpose of these assessments is to increase the effectiveness of the committee and its members. The Governance Committee conducts an annual review of each committee’s contribution to the company. In its review of the committees, the Governance Committee reviews each committee’s form and results of their respective self-assessments. Compliance with the responsibilities listed in each committee’s charter forms the principal criteria for these assessments as well as such other factors and circumstances as are determined appropriate. | The Governance Committee, from time to time as the Committee determines it to be necessary or appropriate, reviews the qualifications and performance of any individual directors. On an annual basis, the Governance Committee considers whether to recommend each incumbent director for re-election. The Governance Committee evaluates current directors and conducts robust searches to identify potential additional nominees with the skills and qualifications needed to ensure that the long-term strategy for the composition of our Board is met. The Governance Committee thoroughly vets each potential candidate for nomination. | On an annual basis and after consultation among the Chair of the Governance Committee and each director regarding the performance of the Chairman of the Board and the subject of succession planning for this position, the Governance Committee determines and proposes to the Board of Directors which member of the Board should serve as Chairman of the Board. |

  53. Director Compensation

    Corporate Governance Documents We make the following governance-related documents available on the Corporate Governance page under the “Governance” tab in the Investor Relations section of our website, www.investors.oshkoshcorp.com: • Our Corporate Governance Guidelines • The written charters of the Audit Committee, the Governance Committee and the Human Resources Committee of our Board of Directors • The Oshkosh Corporation Code of Ethics Applicable to Directors and Senior Executives, which applies to all officers at the vice president level or higher • The Corporate Code of Ethics and Standards of Conduct, known as “The Oshkosh Way”, which applies to all our employees Each document also is available in print to any shareholder who requests it in writing from our Secretary.

  54. Director Compensation

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 21 |

  55. Director Compensation

    Policies and Procedures Regarding Related Person Transactions Our Board of Directors adopted the Oshkosh Way for all employees. Our directors and named executive officers are also required to acknowledge in writing that they have received, reviewed and understand the requirements of the Code of Ethics and further acknowledge that failure to fully comply with the Code of Ethics can subject them to discipline, up to and including removal from our Board of Directors or termination of employment. The Oshkosh Corporation Code of Ethics requires the prompt disclosure to our Chief Ethics and Compliance Officer, Chief Legal Officer or the Chair of the Audit Committee of any proposed transaction or relationship that could create or appear to create a conflict of interest. Upon their review, recommended action can range from concluding that there is no conflict to review with the Board of Directors. Under the Code of Ethics, the phrase “conflict of interest” is broadly construed to include direct conflicts, indirect conflicts, potential conflicts, apparent conflicts, and any other personal, business or professional relationship or dealing that has a reasonable possibility of creating even the mere appearance of impropriety. The Code of Ethics also prohibits directors and senior executives from taking personal advantage of business opportunities that we typically would pursue or in which we may be interested. There is a firm bias against waivers of these restrictions.

  56. Director Compensation

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 22 |

  57. Director Compensation

    Oversight of Risk Management by the Board of Directors Our Organization Risk Management (ORM) Program plays a critical part in how we manage risks. The Program identifies potential exposure to current, emerging and potential risks, including economic conditions, disruptive technology, competitive threats, cybersecurity, human capital management, supply chain, climate change and change management. The Program is designed to: (i) provide an assessment of our potential exposure to material risks; (ii) inform as to how senior management addresses and mitigates potential material risks; and (iii) allow an evaluation as to how these risks may affect performance, operations and strategic plans and help ensure that senior management is implementing effective mitigation strategies as necessary. The Board and each of its committees have some role in risk oversight as follows:

  58. Director Compensation

    | GOVERNING BODY | ROLE IN RISK OVERSIGHT | | Board | • Responsible for general oversight of our risk management • Focuses on the most significant and material risks facing our company to help ensure that management develops and implements controls and appropriate risk mitigation strategies • Receives a report from senior management and the Audit Committee through the ORM Program on material risk assessments and mitigation strategies as part of the strategic plan updates to the Board • Responds to particular risk management issues as part of its general oversight of our company and in connection with its review and approval of corporate matters • Reviews the management succession plan | | Audit Committee | • Evaluates and discusses overall guidelines, policies, processes and procedures with respect to risk assessment and risk management • Oversees our ORM Program • Receives, considers and discusses a report of results under the ORM Program from senior management following management’s review and prioritizing of risk assessments and mitigation strategies • Oversees our compliance with legal and regulatory requirements and our ethics and compliance program • Oversees the company’s information security and risk management associated with cybersecurity | | Human Resources Committee | • Receives a report from our senior management concerning a comprehensive risk assessment of each element of our compensation program to evaluate the levels of risk-taking that each of those elements could potentially encourage • Considers whether our compensation program effectively creates a proper balance between appropriate risk-taking and competitive compensation • Analyzes the current management, identifies possible successors to senior management, and develops a succession plan • Oversees the company’s human capital management programs | | Governance Committee | • Oversees risks relating to the company’s governance structure and other corporate governance matters and processes • Oversees our sustainability and corporate social responsibility program • Oversees matters relating to related party transactions and conflicts of interest • Oversees compliance with key corporate governance documents |

  59. Director Compensation

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 23 |

  60. Director Compensation

    Independent Chairman of the Board Under our By-laws and Corporate Governance Guidelines, our Chairman of the Board must be a director who the Board has determined is independent in accordance with the listing standards of the NYSE and cannot have previously served as an executive officer of our company. As a result, separate individuals serve as Chairman of the Board and Chief Executive Officer. We believe this leadership structure fosters effective governance and oversight of our company by: (i) providing the independent directors with control over the Board meeting agenda and discussion; (ii) assuring that independent directors control discussions about strategic alternatives; (iii) enabling an effective assessment of the Chief Executive Officer’s performance; (iv) providing an effective means for the Board to express its views on management, strategy and execution; and (v) positioning the Chairman to obtain direct and meaningful feedback from shareholders.

  61. Director Compensation

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 24 |

  62. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | | Specific Compensation Component | Key Features For 2023 | For More Information, See Page | | Fixed | Base salary | We generally target base salaries within 10% of the market median in the compensation analysis that Mercer provides; we generally base salary increases on performance and market competitiveness | 34 | | Performance-based short-term incentives | Annual cash incentive awards | We base annual cash incentive awards on the achievement of challenging annual performance goals which for 2023 were consolidated and segment OI and consolidated and segment DNWC | 35 | | Long-term incentives | Relative performance shares (weighted 40%) | Performance shares benefit the recipient to the extent our relative TSR (weighted 25%) and relative ROIC (weighted 15%) over a period of three years compare to companies in our comparator groups | 37 | | | Sustainability performance shares (weighted 10%) | Performance shares benefit the recipient to the extent we meet or exceed environmental and diversity goals | 40 | | | Restricted stock units (weighted 50%) | Restricted Stock Units (RSUs) tie a portion of the recipient’s compensation to share price with vesting over a period of up to three years | 40 |

  63. ANNUAL COMPENSATION PROGRAM DESIGN REVIEW

    ANNUAL COMPENSATION PROGRAM DESIGN REVIEW We generally target compensation close to the market median in the compensation analysis that Mercer provides. We believe our executive compensation program positions us to compete effectively when recruiting, selecting and seeking to retain key executives. The Human Resources Committee believes that retaining a high-performing executive team is important for the long-term success of the business. The Committee annually evaluates our compensation program to determine if it is appropriate to adjust the program design, types of awards, or levels of pay. For 2023, this evaluation included a review of the analysis that Mercer provided of peer group data and general industry compensation data from Mercer’s US Executive Remuneration Database. As we describe in more detail below, this compensation analysis from Mercer gives the Committee comparative references and enhances the Committee’s understanding of each executive’s compensation package. The Committee decided to continue to use consolidated OI and consolidated DNWC as performance measures for the 2023 annual cash incentive awards for NEOs other than segment presidents. Retaining consolidated OI as a measure allowed for a continued emphasis on maximizing income. Retaining consolidated DNWC as a measure for NEOs other than segment presidents continued to reinforce strong consolidated working capital management. The DNWC measure for corporate NEOs also aligns with the measures that we assign to our segment presidents. For our segment presidents, the Committee decided to use consolidated OI, segment OI and segment DNWC measures for the 2023 annual cash incentive award, which were the same measures we used for 2022. Like ROIC, which is a measure we use in our long-term incentive awards, DNWC provides important focus managing the balance sheet to maximize cash flow. The OI and DNWC measures align with our value drivers of sales growth, operating margin, and ROIC.

  64. ANALYSIS OF PEER GROUP AND INDUSTRY DATA

    ANALYSIS OF PEER GROUP AND INDUSTRY DATA For 2023, the Committee adopted an executive compensation peer group. The Committee directed Mercer to consider this peer group to assess the competitiveness of executive compensation levels and program design, as well as compensation for newly hired executives. The Committee reviewed a list of public companies in related industry sectors and selected the following 16 companies based on revenue range, business performance, global footprint and operational complexity.

  65. ANALYSIS OF PEER GROUP AND INDUSTRY DATA

    | AECOM AGCO Corporation Dover Corporation EMCOR Group, Inc. | Fortive Corporation Howmet Aerospace, Inc. Illinois Tool Works, Inc. Ingersoll Rand, Inc. | Parker-Hannifin Corporation Stanley Black & Decker, Inc. Textron, Inc. The Timken Company | The Toro Company TransDigm Group Incorporated Westinghouse Air Brake Technologies Corporation Xylem, Inc. |

  66. ANALYSIS OF PEER GROUP AND INDUSTRY DATA

    Mercer supplemented the peer group data with general industry compensation data from its US Executive Remuneration Database, a survey that includes compensation for more than 1,600 organizations, to produce a holistic analysis of competitive executive compensation. In addition to the market data, the Committee also considers, in a subjective manner, the annual evaluation of each executive officer’s performance when determining base salary, annual incentive awards and long-term incentive awards.

  67. COMPENSATION DECISIONS FOR 2023

    Annual Cash Incentive Awards Our annual cash incentive plan links cash awards to the achievement of specific short-term corporate performance goals that the Committee approves each year. These awards tie a significant portion of an executive’s annual compensation to our company’s performance. For 2023, awards were dependent on our performance under a combination of two measures for NEOs other than segment presidents: consolidated OI and consolidated DNWC; and three measures for segment presidents: consolidated OI, segment OI, and segment DNWC. After the Committee reviewed Mercer’s compensation analysis and each executive’s performance, the Committee assigned each executive a threshold, target and maximum annual cash incentive award payment level, as a percentage of base salary, for 2023. As in the past, we targeted the annual cash incentive award opportunity at approximately the market median in Mercer’s compensation analysis. Based on this analysis for 2023, the Committee maintained target percentages consistent with 2022 levels for Messrs. Pack, Cortina, Johnson and Nerenhausen and increased the target percentage for Mr. Pfeifer as we note in the table below. Based on our philosophy for establishing target percentages, the Committee used the same analysis to determine the appropriate target percentage to provide to Mr. Narang upon his hiring effective November 13, 2023. The payout opportunities for the NEOs for 2023 are set forth in the table below:

  68. COMPENSATION DECISIONS FOR 2023

    (1) Messrs. Johnson and Narang were not NEOs during 2022. Annual Cash Incentive Awards – Operating Income and 2023 Results The Committee structured our annual cash incentive awards for 2023 with OI targets that reflected the uncertainties associated with volatile supply chain and labor markets. Actual 2023 results for the annual cash incentive plan performance measures, based on the definitions below (which may differ from reported results based on U.S. Generally Accepted Accounting Principles) appear in the last column of the chart below.

  69. COMPENSATION DECISIONS FOR 2023

    | | Performance Measure | Bonus Weighting | Threshold in Millions | Target in Millions | Maximum in Millions | 2023 Actual in Millions | | Mr. Pfeifer, Mr. Pack and Mr. Cortina | Consolidated OI | 70% | $460 | $570 | $633 | $866 | | Mr. Johnson | Consolidated OI | 25% | $460 | $570 | $633 | $866 | | | Vocational OI | 50% | $147 | $162 | $178 | $220 | | Mr. Narang, Mr. Nerenhausen | Consolidated OI | 25% | $460 | $570 | $633 | $866 | | | Access OI | 50% | $420 | $500 | $550 | $739 |

  70. COMPENSATION DECISIONS FOR 2023

    The 2023 results satisfied the annual incentive plan requirement that we achieve a minimum 3% OI margin on a consolidated or segment basis, as applicable, in 2023 to receive a payment based on OI that is above target. Actual OI margin in 2023 was 9.2% on a consolidated basis, 9.6% for the Vocational segment and 14.8% for the Access segment, in each case using amounts based on the definitions above (which may differ from reported results). Annual Cash Incentive Awards – Days Net Working Capital and 2023 Results The Committee established the targets for DNWC based on our forecasted financial performance, as indicated below. Actual 2023 results based on the definitions below appear in the last column in the chart below.

  71. COMPENSATION DECISIONS FOR 2023

    | | Performance Measure | Bonus Weighting | Threshold | Target | Maximum | 2023 Actual | | Mr. Pfeifer, Mr. Pack and Mr. Cortina | Consolidated DNWC | 30% | 86.5 | 80.0 | 76.0 | 78.5 | | Mr. Johnson | Vocational DNWC | 25% | 68.0 | 63.0 | 60.0 | 58.6 | | Mr. Narang, Mr. Nerenhausen | Access DNWC | 25% | 97.0 | 90.0 | 85.5 | 84.2 |

  72. COMPENSATION DECISIONS FOR 2023

    • Consolidated DNWC is the average Net Working Capital (NWC) for the five consecutive quarters ending December 31 divided by the average daily sales for 2023 excluding the sales of the acquired AeroTech business. NWC is defined as current assets (less cash) minus current liabilities (less short-term debt and customer advances at our Pierce Manufacturing, Inc. subsidiary), excluding working capital associated with AeroTech of $177.3 million and $195.4 million at September 30, 2023 and December 31, 2023, respectively. • Vocational segment DNWC is the average NWC for the five consecutive quarters ending December 31 divided by the average daily sales for 2023 excluding the sales of the acquired AeroTech business. NWC is defined as current assets (less cash) minus current liabilities (less short-term debt and customer advances at our Pierce Manufacturing, Inc. subsidiary), excluding working capital of AeroTech of $177.3 million and $195.4 million at September 30, 2023 and December 31, 2023, respectively, and to remove the working capital impact associated with an ERP implementation that transferred Airport Products working capital of $28.6 million from the Defense segment to the Vocational segment at June 30, 2023, September 30, 2023 and December 31, 2023. • Access segment DNWC is the average NWC for the five consecutive quarters ending December 31 divided by the average daily sales during 2023. NWC is defined as current assets (less cash) minus current liabilities (less short-term debt). 2023 Annual Incentive Award Payouts Based on consolidated and segment results, performance payouts under the annual cash incentive plan to our NEOs were as follows:

  73. COMPENSATION DECISIONS FOR 2023

    | | Target Annual Incentive Award ($) (1) | Payout Based on Consolidated OI ($) | Payout Based on Consolidated DNWC ($) | Payout Based on Segment OI ($) | Payout Based on Segment DNWC ($) | Total ($) | Payout Level (Percent of Target Payout) (2) | | Mr. Pfeifer | 1,638,924 | 2,294,494 | 676,057 | N/A | N/A | 2,970,551 | 181.3% | | Mr. Pack | 487,655 | 682,717 | 201,158 | N/A | N/A | 883,875 | 181.3% | | Mr. Narang | 77,863 | 38,932 | N/A | 77,862 | 38,932 | 155,726 | 200.0% | | Mr. Cortina | 447,375 | 626,325 | 184,542 | N/A | N/A | 810,867 | 181.3% | | Mr. Johnson | 431,079 | 215,540 | N/A | 431,078 | 215,540 | 862,158 | 200.0% | | Mr. Nerenhausen | 552,512 | 276,256 | N/A | 552,512 | 276,256 | 1,105,024 | 200.0% |

  74. COMPENSATION DECISIONS FOR 2023

    Equity-Based Long-Term Incentive Awards The Committee grants individual equity awards for executives on an annual basis at its February meeting. Equity awards that we granted in 2023 are subject to the terms of the 2017 Incentive Stock and Awards Plan, which shareholders approved at the 2017 Annual Meeting. In 2023, as we had done in the recent past, we provided two types of equity-based long-term incentive awards: performance shares and restricted stock units. The Committee believes equity-based long-term incentive awards are key components of our compensation program and appropriately align pay with performance. Long-term incentive awards serve the following three critical functions: • Motivate executives to focus on our long-term growth and performance; • Encourage and facilitate executive ownership of our common stock, which aligns executive objectives with those of shareholders; and • Help to attract and retain key executives, which we believe contributes to increased shareholder value. For annual equity awards that the Committee granted in 2023, the Committee provided to each NEO long-term incentive awards with a target value generally equal to the market median of long-term incentive award values in the compensation analysis that Mercer provided. The awards provided a significant incentive for executives to execute our strategy, achieve 2023 performance goals and deliver total shareholder return and also provided considerable retention value for key executives. The following table summarizes target long-term incentive grant date award values that we used for awards to NEOs for 2022 and 2023.

  75. COMPENSATION DECISIONS FOR 2023

    | Named Executive Officer | 2022 Long-Term Incentive Award Granted 2/21/2022 ($) | 2023 Long-Term Incentive Award Granted 2/20/2023 ($) | | Mr. Pfeifer | 5,004,740 | 6,250,252 | | Mr. Pack | 1,255,331 | 1,500,244 | | Mr. Narang (1) | N/A | N/A | | Mr. Cortina | 1,503,994 | 1,500,244 | | Mr. Johnson (2) | N/A | 1,200,199 | | Mr. Nerenhausen | 1,255,331 | 1,350,267 |

  76. COMPENSATION DECISIONS FOR 2023

    (1) Mr. Narang was hired effective November 13, 2023 and did not receive an annual long-term incentive award for 2023. (2) Mr. Johnson was not an NEO in 2022. For the 2023 grants, the Committee approved the delivery of the target award value by awarding to each executive: • 50% of the target value in the form of performance shares (25% on relative TSR, 15% on relative ROIC and 10% on sustainability) and • 50% in the form of restricted stock units. Performance Share Awards All performance share awards will require our company performance to exceed certain thresholds to deliver a payout. For 2023 grants, performance shares accounted for a total combined weight of approximately 50% of the target award value for each NEO’s long-term incentives. We granted to each NEO performance shares with 25% of the annual long-term incentive target award value allocated to relative TSR, 15% allocated to relative ROIC and 10% allocated to sustainability performance-based measures. The Committee valued TSR performance shares using a Monte Carlo simulation model from a third-party provider. The Committee valued ROIC and sustainability performance shares using the fair market value of the underlying common stock on the date of grant. These awards reinforced our pay-for-performance philosophy by providing target (100%) payout only if we achieve at least 50th percentile performance for our relative TSR and ROIC measures and substantial improvement in diverse representation and GHG emissions for our sustainability measures. Executives can earn up to a 200% maximum payout on each measure for

  77. COMPENSATION DECISIONS FOR 2023

    outstanding performance. In addition to being performance-based, our performance shares vest only after three years of continuous employment (subject to additional terms in the event of retirement) which provides a retention incentive during the full vesting period. Upon a qualified retirement, a pro-rata portion of the performance shares will vest. As of December 31, 2023, Mr. Johnson and Mr. Nerenhausen were eligible to retire under the 2017 Incentive Stock and Awards Plan as shown in the Potential Payments on Termination or Change In Control table below. The definition of a qualified retirement is that the executive is at least 55 years of age and has completed five years of service with the company. Total Shareholder Return The 2023 TSR-based performance share awards measure performance based on the company’s TSR relative to the TSR results of an index of similarly sized companies over a three-year performance period. Executives benefit from these 2023 performance share grants only if our TSR compares favorably to the TSR of companies in the Standard & Poor’s MidCap 400 Index. TSR is defined as stock price appreciation plus dividends over three years after the grant date of the performance shares. The final number of shares an executive receives at the end of the three-year performance period can range from zero to double the target number of performance shares, depending on our relative TSR, subject to the payout cap that we describe below. Performance shares support the Committee’s objective of increasing executives’ ownership interest in our company and giving them incentive to enhance shareholder value. The table below reflects the percent of target performance shares that an NEO could earn at the end of the three-year period from January 1, 2023 to December 31, 2025 based on our relative TSR performance. This award is subject to a payout cap, using our share price on the last day in the performance period, equal to 400% of the aggregate value of the number of shares the executive would have received for relative TSR performance at the 50th percentile using our share price on the date we awarded performance shares. If the award value exceeds the payout cap, we reduce the shares that we deliver to the value of the payout cap.

  78. COMPENSATION DECISIONS FOR 2023

    | NEOs | 2023 Performance Share Payouts — TSR ($) | | Mr. Pfeifer | 571,662 | | Mr. Pack | 287,173 | | Mr. Narang (1) | N/A | | Mr. Cortina | 287,173 | | Mr. Johnson | 200,551 | | Mr. Nerenhausen | 287,173 |

  79. COMPENSATION DECISIONS FOR 2023

    The dollar values in the table reflect the closing price of our stock on October 16, 2023, which was the date of payout for the performance share awards, times the number of shares of common stock that the NEO earned, plus accumulated dividends. Return on Invested Capital The 2023 ROIC-based performance share awards measure performance based on the company’s relative ROIC. Executives benefit from the ROIC performance shares only if our ROIC results compare favorably to our ROIC comparator group. The performance goal is calculated as our total net income before extraordinary items, non-recurring gains and losses, discontinued operations and accounting changes, plus the after-tax cost of interest expense for the 11 quarters in the period ended September 30, 2025, divided by the sum of total debt plus shareholders’ equity as of the last day of the same calendar quarters and the immediately preceding calendar quarter for the company. This calculation relies on publicly filed financial statements of ROIC comparator group companies. Therefore, the Committee designed the calculation to incorporate available information within the three-year performance period. The table below reflects the percent of target performance shares that an NEO could earn at the end of the three-year period from January 1, 2023 to December 31, 2025, based on our relative ROIC performance. This award is subject to a payout cap, using our share price on the last day in the performance period, equal to 400% of the aggregate value of the number of shares the executive would have received for relative ROIC performance at the 50th percentile using our share price on the date we awarded performance shares. If the award value exceeds the payout cap, we reduce the shares that we deliver to the value of the payout cap.

  80. COMPENSATION DECISIONS FOR 2023

    The ROIC comparator group for the 2023 awards included companies in three distinct Standard Industrial Classification (SIC) industry groupings: Industrial Machinery, Construction/Farm Machinery and Heavy Trucks, and Defense & Aerospace, with annual revenues between approximately one quarter to two times our annual revenue. The Committee believes these companies are representative of the industries in which our products compete and are likely to have investment needs like ours — to support the maintenance and improvement of their infrastructure and ensure continued growth. The companies in the ROIC comparator group for the 2023 awards are listed below.

  81. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

  82. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Industrial Machinery (25%) | Construction/Farm Machinery and Heavy Trucks (50%) | Defense & Aerospace (25%) | | Dover Corporation | AECOM | Curtiss-Wright Corporation | | Flowserve Corporation | AGCO Corporation | L3Harris Technologies, Inc. | | Fortive Corporation | Allison Transmission Holdings, Inc. | Howmet Aerospace Inc. | | Illinois Tool Works Inc. | Dycom Industries, Inc. | Huntington Ingalls Industries, Inc. | | Ingersoll Rand Inc. | EMCOR Group Inc. | KBR, Inc. | | Lincoln Electric Holdings Inc. | Granite Construction Incorporated | Spirit AeroSystems Holding, Inc. | | Parker-Hannifin Corporation | Martin Marietta Materials, Inc. | Teledyne Technologies Incorporated | | Pentair plc | MasTec, Inc. | Textron Inc. | | Stanley Black & Decker, Inc. | Primoris Services Corporation | TransDigm Group Inc. | | The Timken Company | Quanta Services, Inc. | | | Xylem Inc. | REV Group, Inc. | | | | Terex Corporation | | | | The Toro Company | | | | Trinity Industries Inc. | | | | Tutor Perini Corporation | | | | Valmont Industries, Inc. | | | | Vulcan Materials Company | | | | Wabtec Corporation | |

  83. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 39 |

  84. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    ROIC – Results that Impacted 2023 For performance share awards that we granted in fiscal 2021 relating to performance from October 1, 2020 through June 30, 2023, our relative ROIC of 27.19% resulted in a rank at the 57th percentile versus the ROIC of companies in the ROIC comparator group that applied to these awards. This percentile ranking resulted in a payout at 129% of target under these awards, which resulted in payouts to the NEOs at the values shown below.

  85. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | NEOs | 2023 Performance Share Payouts — ROIC ($) | | Mr. Pfeifer | 821,944 | | Mr. Pack | 410,972 | | Mr. Narang (1) | N/A | | Mr. Cortina | 410,972 | | Mr. Johnson | 288,035 | | Mr. Nerenhausen | 410,972 |

  86. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    (1) Mr. Narang did not receive performance share awards in fiscal 2021 and therefore did not receive a payout in 2023. The dollar values in the table reflect the closing price of our stock on October 16, 2023, which was the date of payout for the performance share awards, times the number of shares of common stock that the NEO earned, plus accumulated dividends. Sustainability The 2023 sustainability-based performance shares measure performance based on leadership representation and reduction in greenhouse gas emissions normalized for sales, measured as of December 31, 2025, as we describe in the following table. Executives benefit from these 2023 performance share grants only if our performance meets or exceeds threshold goals.

  87. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | | Global Female Representation: Director- level and above | U.S. BIPOC Representation: Director-level and above | Reduction in GHG emissions normalized for sales, from 2022 baseline | | Weight (total 10%) | 3.4% | 3.3% | 3.3% | | Threshold: 50% payout | 22.0% | 9.0% | 7.0% | | Target: 100% payout | 25.2% | 12.5% | 8.25% | | Maximum: 200% payout | 27.9% | 14.0% | 10.0% |

  88. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    In setting these goals, the Committee considered the company’s long-term diversity and environmental goals, current programs in place to support these goals, potential additional programs that could drive progress over the performance period, advice from Mercer on prevalent and emerging goal-setting practices, and review of public disclosures on sustainability goals and incentive design. The Committee believes that these goals are rigorous and challenging and will reward NEOs for making targeted investments in programs that will enable a more diverse and sustainable company positioned for long-term success. Restricted Stock Units The Committee believes RSUs are valuable because they tie a portion of the executive’s compensation to stock price and the vesting period provides a retention incentive. RSUs enable executives to realize value based on the price of our common stock on the vesting date, creating a link between executive decision-making and shareholder value. Each RSU grant has a three-year vesting period, with one-third vesting each year. RSUs call for accelerated vesting upon a qualified retirement unless the qualified retirement occurs prior to the first anniversary of the grant date, in which case only a pro-rata portion of the RSUs will vest. However, awards that vest due to a qualified retirement will continue to settle per their original vesting schedule of one-third each year. As of December 31, 2023, Mr. Johnson and Mr. Nerenhausen were eligible to retire under the 2017 Incentive Stock and Awards Plan as shown in the Potential Payments on Termination or Change In Control table. The definition of a qualified retirement is that the executive is at least 55 years of age and has completed five years of service with the company. RSUs accounted for 50% of the target long-term incentive award value in 2023 which was the same weight as in 2022. The Committee valued RSUs using the fair market value of the underlying common stock on the date of grant.

  89. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 40 |

  90. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    New Hire Compensation In anticipation of hiring Mr. Narang as Executive Vice President and President, Access Segment, the Committee reviewed the compensation analysis that Mercer provided, Mr. Narang’s experience and capabilities, and the value of short-term and long-term incentives that Mr. Narang would have forfeited upon separation from his prior employer. Considering all of these factors together, the Committee approved a cash sign on bonus of $650,000, restricted stock units that vest annually over three years with a grant date value of $3,000,069, and a grant of common stock as of his hire date valued at $1,500,082. These values are reflected below in the Summary Compensation Table. Retirement Benefits We provide retirement benefits based on competitive market trends. The retirement plans for the NEOs include a 401(k) plan with company matching contributions, as well as a qualified defined contribution retirement benefit plan under which we contribute a percentage of base salary for each participant up to Internal Revenue Code limits for such plans based on age. The contributions vary by business segment and employee groups. For the NEOs, the contributions, as a percentage of qualifying wages, are as follows: under age 30, 3%; age 30 to 39, 4%; age 40 to 49, 5%; and age 50 and older, 6%. For NEOs and other executives who were eligible to participate in our frozen non-qualified defined benefit supplemental executive retirement plan, we maintained a non-qualified defined contribution supplemental executive retirement plan that provides a percentage of base salary and bonus based on age. The contributions are as follows: under age 45, 10%; age 45 to 50, 12.5%; and over age 50, 15%. Mr. Johnson and Mr. Nerenhausen earned benefits under this plan. We closed this plan on December 31, 2012, and no new participants have been added since that date. For newer executive officers, including the other NEOs, we maintain a restoration non-qualified defined contribution executive retirement plan, the Oshkosh Corporation Defined Contribution Executive Retirement Plan, that provides a percentage of base salary and bonus above the Internal Revenue Code retirement plan limits that apply to our broad-based defined contribution retirement plan. The contributions above the Internal Revenue Code limits are as follows: under age 30, 3%; age 30 to 39, 4%; age 40 to 49, 5%; and age 50 and older, 6%. Mr. Pack and Mr. Johnson earned a benefit under our qualified defined benefit plan for Pierce Manufacturing, Inc. employees during their time in that segment. Mr. Johnson and Mr. Nerenhausen also earned benefits under our frozen non-qualified defined benefit supplemental executive retirement plan. Please refer to “2023 Pension Benefits” on page 49 and “Non-Qualified Deferred Compensation” on page 50 for more information regarding our supplemental executive retirement plans and our pension plan. Deferred Compensation Our NEOs are eligible to participate in our Deferred Compensation Plan for Directors and Executive Officers, which is a non-qualified, unfunded retirement savings plan. The Deferred Compensation Plan allows the deferral of base salary and annual cash incentive awards into either an investment program, which pays a guaranteed rate of return based on the prime interest rate plus 1%, or a share program, which mirrors the performance of our common stock during the relevant period, including dividends. Executives also may defer RSU grants and performance shares under the Deferred Compensation Plan. See “2023 Non-Qualified Deferred Compensation” on page 50, for more information regarding our deferred compensation plans. Other Benefits During 2023, we provided limited additional personal benefits to certain executive officers. We authorize executive use of our company plane for personal reasons only in limited and specific circumstances. Our Board had approved Mr. Pfeifer’s service as a member of the board of directors of another company in recognition of the valuable professional development opportunities such service can provide Mr. Pfeifer while serving as our Chief Executive Officer. During 2023, Mr. Pfeifer traveled to this board’s meetings on our company aircraft to minimize travel time and to facilitate his service on that board. There was no other NEO use of the company plane for personal reasons in 2023 other than one instance of spousal travel at no incremental cost to the company. We provided health and welfare benefit plans to all our executives under the plans available to most of our employees, including medical, dental, vision, life insurance and short- and long-term disability coverage. In addition, all our executives were eligible to receive a comprehensive physical examination. We covered costs of these examinations in 2023 and reimbursed the taxes relating to payment of those costs beyond the scope of routine annual physicals provided under the normal health plan. Finally, newly hired executives are eligible for relocation benefits available to most of our employees, including reimbursement of taxes related to relocation benefits that generate taxable income.

  91. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 41 |

  92. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    Executive Employment and Other Agreements We do not have an employment agreement with any of our NEOs. Our NEOs have agreements under which certain benefits would become payable in the event of a change in control of our company and subsequent termination of the executive’s employment. Mr. Pfeifer has a severance agreement that is separate from his change-in-control agreement and the other NEOs are eligible for the Executive Severance Policy which is also separate from their change-in-control agreements. At times, during leadership transitions, the company may provide transitional services benefits to our NEOs consistent with market practices or may enter into consulting agreements to ensure a coordinated hand-off of duties. We maintained Mr. Nerenhausen’s compensation following his retirement from his role as Executive Vice President and President, Access segment, effective November 13, 2023 through his retirement from the company as of February 29, 2024 due to his continued engagement in the transition of leadership responsibilities and customer relationships. In addition, the company entered into a six-month consulting agreement with Mr. Nerenhausen effective upon his retirement from the company. The consulting agreement provides Mr. Nerenhausen a payment of $200,000 to be paid in two equal quarterly installments on June 1, 2024 and September 1, 2024. The intent of the consulting agreement was for Mr. Nerenhausen to provide ongoing advisory services related to his intimate knowledge of the Access segment customers and operations. This was important to the company to ensure a coordinated transition between Mr. Nerenhausen and Mr. Narang. Severance Agreement We have a severance agreement with Mr. Pfeifer. If we terminate Mr. Pfeifer’s employment without cause or Mr. Pfeifer terminates his employment for good reason, then, provided he executes a release of claims, Mr. Pfeifer will be entitled to receive severance compensation approximating two years’ salary and the target amount of annual incentive compensation, together with welfare benefits. See “Potential Payments on Termination or Change In Control” for more information regarding Mr. Pfeifer’s severance agreement and potential amounts that we may pay under that agreement. Executive Severance Policy In 2023, the Committee approved an Executive Severance Policy, under which the NEOs other than Mr. Pfeifer are eligible for severance payments. This policy is intended to provide clarity for and ensure cooperation by executives who are transitioning out of the company under defined circumstances. Based on guidance from Mercer, our new policy is consistent with market practice for executive severance. The policy provides benefits if we terminate an executive’s employment without cause or an executive terminates their employment for good reason. Provided the executive executes a release of claims, the policy generally provides for severance compensation approximating one year of salary and the target amount of annual incentive compensation, together with welfare benefits. See “Potential Payments on Termination or Change In Control” for more information regarding potential amounts that we may pay under this policy. Change-In-Control Agreements We have change-in-control agreements with all NEOs that would provide each of them with reasonable compensation if their employment were terminated in certain defined circumstances following a change in control of our company. We entered into these Key Executive Employment and Severance Agreements, or KEESAs, to provide our company with certain protections — specifically to retain key executives prior to or following a change in control and to ensure key executives consider the best interests of shareholders when making decisions during a potential or actual change in control. The Committee administers the severance agreements and selects executive officers who are eligible for these agreements. None of the agreements provide for Internal Revenue Code Section 280G tax gross-up benefits. Under the executive severance agreements, after a change in control of our company, if an executive’s employment is terminated other than by reason of death, disability or for cause, the executive is entitled to the following:

  93. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | | Cash Payment | Additional Retirement Benefits | Outplacement, Legal, Continued Welfare Benefits | Tax Gross-up for “Excess Parachute Payments” (1) | | Mr. Pfeifer | 3x base salary and bonus | N/A | 3 years | No | | Mr. Pack | 2x base salary and bonus | N/A | 2 years | No | | Mr. Narang | 2x base salary and bonus | N/A | 2 years | No | | Mr. Cortina | 2x base salary and bonus | N/A | 2 years | No | | Mr. Johnson | 2x base salary and bonus | N/A | 2 years | No | | Mr. Nerenhausen | 2x base salary and bonus | N/A | 2 years | No |

  94. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 42 |

  95. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    In fiscal 2009, the Committee eliminated the Internal Revenue Code Section 280G tax gross-up benefit from payments due under severance agreements for any new agreements after that date. Each executive is also entitled to a cash termination payment and other benefits if the executive terminates employment for good reason, as defined in the severance agreements, after a change in control. The form of agreement applicable to our NEOs provides that, to the extent that payments to any of those executives would be considered “excess parachute payments,” the payments will be reduced to a point at which they are no longer considered excess parachute payments, or the executive will receive the full payment and be personally liable for the excise tax, whichever produces the larger after-tax benefit to the executive. See “Potential Payments on Termination or Change in Control” for more information regarding these change-in-control agreements and potential amounts under them that would be payable to our NEOs. Executive Incentive Compensation Recovery Policy In September 2011, the Committee adopted the Oshkosh Corporation Executive Incentive Compensation Recoupment Policy. The policy applies to all non-equity incentive compensation and equity awards granted on or after September 30, 2011. Under the policy, if we must prepare an accounting restatement relating to our publicly-reported consolidated financial statements due to our material noncompliance with financial reporting requirements under U.S. federal securities laws, our company will have the right, to the extent permitted by law, to take appropriate action to recoup all or part of any incentive award actually paid to a covered executive if the amount of money or number of shares paid to the executive was expressly based on the achievement of financial results that were subject to the restatement and the executive would have been paid a lower amount or granted fewer shares based on the financial results after the restatement. In November 2023, the Committee adopted a new Oshkosh Corporation Recovery Policy to reflect applicable changes in law and NYSE rules, including the requirements of the final regulations promulgated by the Securities and Exchange Commission. The policy is effective as of October 1, 2023 and applies to all incentive compensation granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure. Under the policy, if we must prepare an accounting restatement due to our material noncompliance with financial reporting requirements under the securities laws, including to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then the company must recover any erroneously awarded compensation. Stock Ownership Guidelines for Executive Officers The Committee has adopted executive officer stock ownership guidelines to align our executives’ interests with those of shareholders. The Committee requires executives to attain stock ownership at the following levels:

  96. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | | Ownership Level as a Multiple of Base Salary | In Compliance (1) | | John C. Pfeifer, President and Chief Executive Officer | 6x annual base salary | Yes | | Michael E. Pack, Chief Financial Officer | 4x annual base salary | Yes | | Mahesh Narang, Ignacio A. Cortina, James W. Johnson, Frank R. Nerenhausen, Executive Vice Presidents | 3x annual base salary | Yes |

  97. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    (1) As of February 29, 2024 It is the Committee’s policy that each NEO must achieve the required level of stock ownership within five years of becoming subject to that stock ownership requirement. The stock ownership policy includes direct ownership of company stock, amounts deferred into the company stock account within the Deferred Compensation Plan, and unvested restricted stock units, valued based on the market price of our common stock. The stock ownership guidelines do not include unvested performance shares or unexercised stock options as stock that an executive owns. An executive who does not meet the ownership guidelines within the requisite timeframe will not receive approval to sell shares or to exercise options unless the net proceeds of that transaction are reinvested in common stock. Equity Grant Timing Practices The company does not time equity awards in coordination with the release of material non-public information. The Committee grants annual equity awards as of the date of the Committee’s February meeting, and the Committee approves grants to any newly hired or promoted executives effective on the date of hire or promotion.

  98. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 43 |

  99. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    Prohibition Against Hedging and Pledging We prohibit directors, officers and all other employees from entering into certain transactions for their individual accounts that include hedging or pledging our company’s securities. Without limitation, the prohibition on hedging includes any financial instruments or other transactions that hedge or offset, or are designed to hedge or offset, any position relating to company securities (including compensation awards), including prepaid variable forward contracts, equity swaps, collars, puts, calls and other derivative instruments and exchange funds. Tax Treatment of Compensation The Committee views the impact of the tax deductibility of executive compensation as one of the many factors to consider in the context of its overall compensation objectives. Section 162(m) of the Internal Revenue Code (Section 162(m)) limits our U.S. federal income tax deduction for compensation that exceeds $1,000,000 paid during the year to each of our “covered employees.” In determining the compensation paid or awarded to our NEOs during 2023, the Committee strived to achieve the objectives of our compensation program, including attracting, retaining, motivating and sustaining high performing executive talent and incentivizing the achievement of both short- and long-term results through the alignment of rigorously set performance goals and pay. In structuring our compensation program in a manner consistent with these goals, the Committee approves compensation that is not fully deductible under Section 162(m), as the Committee believes it will contribute to the achievement of our business objectives. Relation of Our Compensation Policies and Procedures to Risk Management Our senior management conducted a comprehensive risk assessment of each element of our compensation program to evaluate the levels of risk-taking that each of those elements could potentially encourage. Management then presented this risk assessment to the Committee. After reviewing management’s risk assessment, the Committee determined that our compensation program creates a proper balance between appropriate risk-taking and competitive compensation. Based on the Committee’s determination, we believe our compensation program does not create risks that are reasonably likely to have a material adverse effect on our company.

  100. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | RISK MITIGATION FEATURES INCLUDE: |

  101. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    • Multiple performance measures • Compensation recovery policy • Stock ownership guidelines • Anti-hedging policy • Limited change-in-control benefits • Incentive plan caps Human Resources Committee Report The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Human Resources Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. • Keith J. Allman, Chair • Douglas L. Davis • Kimberley Metcalf-Kupres • Sandra E. Rowland Stephen D. Newlin (Alternate Member)

  102. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 44 |

  103. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    2023 Summary Compensation Table

  104. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Name and Principal Position | Fiscal Year (1) | Salary ($) | Bonus ($) | Stock Awards ($) (2)(3) | Option Awards ($) (2)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5)(6)(7)(8) | Total ($) | | John C. Pfeifer, President and Chief Executive Officer | 2023 | 1,091,539 | — | 6,250,252 | — | 2,970,551 | — | 123,818 | 10,436,160 | | | 2022 | 1,045,001 | — | 5,004,740 | — | 214,998 | — | 95,506 | 6,360,245 | | | Transition Period | 255,770 | — | 1,250,843 | — | — | — | 19,777 | 1,526,390 | | | 2021 | 841,784 | — | 3,253,518 | — | 1,743,109 | — | 175,339 | 6,013,750 | | Michael E. Pack, Executive Vice President and Chief Financial Officer | 2023 | 608,471 | — | 1,500,244 | — | 883,875 | 283 | 43,797 | 3,036,670 | | | 2022 | 561,002 | — | 1,255,331 | — | 68,397 | — | 61,370 | 1,946,100 | | | Transition Period | 137,308 | — | 313,430 | — | — | 9,860 | 6,522 | 467,120 | | | 2021 | 504,425 | — | 1,001,854 | — | 634,029 | — | 62,831 | 2,203,139 | | Mahesh Narang, Executive Vice President and President, Access Segment (9) | 2023 | 83,654 | 650,000 | 4,500,151 | — | 155,726 | — | 17,398 | 5,406,929 | | Ignacio A. Cortina, Executive Vice President, Chief Legal Officer and Secretary | 2023 | 558,697 | — | 1,500,244 | — | 810,867 | — | 47,374 | 2,917,182 | | | 2022 | 536,124 | — | 1,503,994 | — | 65,364 | — | 66,603 | 2,172,085 | | | Transition Period | 137,467 | — | 376,691 | — | — | 5,829 | 15,543 | 535,530 | | | 2021 | 505,009 | — | 1,001,854 | — | 680,105 | — | 70,038 | 2,257,006 | | James W. Johnson, Executive Vice President, Fire and Emergency Segment | 2023 | 574,010 | — | 1,200,199 | — | 862,158 | 4,476 | 144,284 | 2,785,127 | | | 2022 | 541,060 | — | 704,398 | — | 65,942 | — | 108,609 | 1,420,009 | | | Transition Period | 141,427 | — | 175,406 | — | — | 12,876 | 26,241 | 355,950 | | | 2021 | 519,556 | — | 701,414 | — | 736,219 | — | 205,878 | 2,163,067 | | Frank R. Nerenhausen, Executive Vice President, Access Segment (Retired) (10) | 2023 | 689,991 | — | 1,350,267 | — | 1,105,024 | 71,058 | 147,690 | 3,364,030 | | | 2022 | 661,881 | — | 1,255,331 | — | 67,247 | — | 176,704 | 2,161,163 | | | Transition Period | 169,713 | — | 313,430 | — | 97,152 | 120,067 | 24,024 | 724,386 | | | 2021 | 627,034 | — | 1,001,854 | — | 965,590 | — | 262,608 | 2,857,086 |

  105. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    (1) Our 2021 fiscal year ran from October 1, 2020, through September 30, 2021. We then had a transition period from October 1, 2021, through December 31, 2021, before changing our fiscal year to align with the calendar year beginning January 1, 2022. (2) Amounts in this column are based on the aggregate grant date fair value of awards to our NEOs under our 2017 Incentive Stock and Awards Plan rather than actual amounts paid to these officers or amounts the officers actually realized or will realize as a result of these awards. We computed the aggregate grant date fair value of these awards in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation (“FASB ASC Topic 718”). (3) We based the fair value of restricted stock unit awards on the market price of the underlying shares awarded on the date of grant. We have granted performance shares to our NEOs that vest at the end of the third year following the grant date. Our NEOs earn shares under performance share awards only if our total shareholder return (TSR), as to half of the awards, return on invested capital results (ROIC), as to 30% of the awards, and sustainability performance as to 20% of the awards, over the three-year performance period compare favorably to those of a comparator group of companies for TSR and ROIC and to internal measures for sustainability. Potential payouts range from 0% to 200% of the target amounts for these awards. Amounts in the “Stock Awards” column relating to the performance share awards are the value at the grant date, based upon the probable outcome of the performance conditions, consistent with the estimate of the aggregate compensation cost to be recognized over the service period in accordance with FASB ASC Topic 718, determined using a Monte Carlo simulation model for relative TSR and fair market value of the underlying shares on the grant date for relative ROIC and sustainability. Note 5 to our consolidated financial statements for 2023, included in our Annual Report on Form 10-K filed with the SEC on February 29, 2024, includes the assumptions we used to calculate these amounts. Assuming performance at the highest level, the aggregate values of the performance share awards during 2023 at the date of grant for each of our NEOs (based on the maximum number of shares that an officer could earn under an award and our stock price on the date of grant) were as follows: $5,692,864 for Mr. Pfeifer, $1,366,521 for Messrs. Pack and Cortina, $1,093,253 for Mr. Johnson and $1,229,978 for Mr. Nerenhausen. Mr. Narang was not granted any performance share awards in 2023.

  106. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 45 |

  107. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    The amounts in this column reflect the increase in actuarial present value from the prior year of the NEO’s benefits under our applicable retirement plans determined using the assumptions set forth in footnote (1) to the Pension Benefits Table below. Messrs. Pfeifer and Narang are not entitled to any benefits under these plans. As we discuss more fully elsewhere, we froze benefits under both our qualified and non-qualified defined benefit plans effective December 31, 2012, and now provide benefits under new, qualified and non-qualified defined contribution plans. (5) The amounts shown in this column include benefits earned in 2023 under the Defined Contribution Executive Retirement Plan of $58,656 for Mr. Pfeifer, $17,397 for Mr. Pack, $17,674 for Mr. Cortina, $96,105 for Mr. Johnson and $113,681 for Mr. Nerenhausen. Mr. Narang did not earn any benefits under this plan in 2023. We made 2023 contributions to the qualified defined contribution retirement benefit plan of $19,800 for each of Messrs. Pfeifer, Cortina, Johnson and Nerenhausen, $16,500 for Mr. Pack and $4,183 for Mr. Narang. (6) The amounts shown in the column for 2023 include $7,979 for Mr. Pfeifer, $9,798 for Mr. Johnson and $3,053 for Mr. Nerenhausen for annual physical examinations outside our normal health plan and $7,076 for Mr. Pfeifer, $8,681 for Mr. Johnson and $1,256 for Mr. Nerenhausen to reimburse them for taxes they incurred in connection with our reimbursements for the annual physical examinations. (7) The amount shown in this column for 2023 for Mr. Pfeifer includes $20,407 for incremental costs associated with the use of our company aircraft to attend meetings of the board of directors of another company. (8) The amount shown in the column for 2023 for Mr. Narang includes $12,394 for moving and relocation and $821 to reimburse him for taxes he incurred on this income. (9) Mr. Narang was not an employee of the company until 2023. (10) Mr. Nerenhausen retired from his role as Executive Vice President and President, Access Segment, effective November 13, 2023, and remained as an employee until February 29, 2024. 2023 Grants of Plan Based Awards

  108. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John C. Pfeifer | 2/20/2023 | 819,463 | 1,638,925 | 3,277,850 | 15,614 | 31,228 | 62,456 | 34,285 | 6,250,252 | | Michael E. Pack | 2/20/2023 | 243,828 | 487,655 | 975,310 | 3,748 | 7,496 | 14,992 | 8,229 | 1,500,244 | | Mahesh Narang (4) | 11/13/2023 | 38,932 | 77,863 | 155,726 | N/A | N/A | N/A | 47,495 | 4,500,151 | | Ignacio A. Cortina | 2/20/2023 | 223,688 | 447,375 | 894,750 | 3,748 | 7,496 | 14,992 | 8,229 | 1,500,244 | | James W. Johnson | 2/20/2023 | 215,540 | 431,079 | 862,158 | 2,999 | 5,997 | 11,994 | 6,583 | 1,200,199 | | Frank R. Nerenhausen | 2/20/2023 | 276,256 | 552,512 | 1,105,024 | 3,374 | 6,747 | 13,494 | 7,406 | 1,350,267 |

  109. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    (1) The amounts shown represent the threshold, target and maximum awards that each of our NEOs could have earned under our annual cash incentive plan for 2023, as we describe more fully under “Compensation Discussion and Analysis — Annual Cash Incentive Awards”. The amount that each NEO earned for 2023 under these awards based on our actual performance for the periods appears in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The amounts shown represent the threshold, target and maximum payouts under performance share awards that we awarded in 2023 to the NEOs under our 2017 Incentive Stock and Awards Plan as we describe more fully under “Compensation Discussion and Analysis — Equity-based Long-term Incentive Awards — Performance Share Awards.” Achievement of the threshold amount requires performance at or above the lowest value shown in the table below for each award type. Payments are pro-rated for performance between the percentages listed. The TSR and ROIC awards are subject to a payout cap, using our share price at the end of the performance period, equal to 400% of the aggregate value of the number of shares that the participant would have received for performance at the 50th percentile determined based on our share price on the date of the award of performance shares. We pay the awards that executives earn, including a pro-rata amount upon a qualifying retirement, in shares of our common stock on a one-for-one basis and include credit for any dividends our Board approves during the performance period. However, we do not pay dividend or dividend equivalents with respect to unearned performance share awards.

  110. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 46 |

  111. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Performance Measure | Percentage of Total | Payout Prorated Between | Measurement Period | | Relative Total Shareholder Return (TSR) | 50.0% | 25th — 75th Percentile | 3 years ended December 31, 2025 | | Relative Return on Invested Capital (ROIC) | 30.0% | 25th — 85th Percentile | 11 quarters ended September 30, 2025 | | Global Female Leadership Representation | 6.8% | 22.0% — 27.9% | December 31, 2025 | | US BIPOC Leadership Representation | 6.6% | 9.0% — 14.0% | December 31, 2025 | | Normalized Greenhouse Gas/CO2 Reduction | 6.6% | 7.0% — 10.0% | December 31, 2025 |

  112. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    (3) The dollar amounts relating to the relative TSR performance share awards are based on valuations under a Monte Carlo simulation in accordance with FASB ASC Topic 718. Amounts relating to the relative ROIC and sustainability performance-based measures as well as restricted stock units are based on the fair market value of the underlying common stock on the grant date. (4) The Committee approved and granted a stock award with a value of $1,500,082 and restricted stock units with a value of $3,000,069 to Mr. Narang effective November 13, 2023, when he began employment. Outstanding Equity Awards at December 31, 2023

  113. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | Name | Number of Securities Underlying Unexercised Options — Exercisable (#) | Number of Securities Underlying Unexercised Options — Unexercisable (#) (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date (2) | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)(5) | | John C. Pfeifer | 9,950 | | | 90.28 | 11/18/29 | 57,619 | 6,246,476 | 84,365 | 9,146,010 | | Michael E. Pack | | | | | | 13,150 | 1,425,592 | 20,559 | 2,228,801 | | Mahesh Narang | | | | | | 31,663 | 3,432,586 | — | — | | Ignacio A. Cortina | 5,225 | | | 86.59 | 11/20/27 | 14,112 | 1,529,882 | 21,857 | 2,369,517 | | | 7,500 | | | 66.09 | 11/19/28 | | | | | | | 5,750 | | | 90.28 | 11/18/29 | | | | | | James W. Johnson | 4,475 | | | 86.59 | 11/20/27 | 9,366 | 1,015,368 | 14,858 | 1,610,756 | | | 5,375 | | | 90.28 | 11/18/29 | | | | | | Frank R. Nerenhausen | 6,350 | | | 86.59 | 11/20/27 | 12,315 | 1,335,069 | 19,171 | 2,078,328 | | | 9,000 | | | 66.09 | 11/19/28 | | | | | | | 7,650 | | | 90.28 | 11/18/29 | | | | |

  114. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    (1) As of December 31, 2023, all stock options awarded to NEOs were fully vested. Options have a duration of 10 years from the date of grant. They must be exercised within one year of death or disability and three years of retirement. Retirement means that a participant’s employment terminates at a time when the participant is at least age 55 and has completed as least five (5) years of continuous service with the company.

  115. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 47 |

  116. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    The vesting dates for all restricted stock units that our NEOs held on December 31, 2023, are as follows:

  117. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Name | Vesting Date | No. of Units | | John C. Pfeifer | 2/20/2024 | 11,584 | | | 2/21/2024 | 7,734 | | | 4/2/2024 | 3,645 | | | 11/15/2024 | 3,751 | | | 2/20/2025 | 11,585 | | | 2/21/2025 | 7,734 | | | 2/20/2026 | 11,586 | | Michael E. Pack | 2/20/2024 | 2,780 | | | 2/21/2024 | 1,933 | | | 11/15/2024 | 941 | | | 2/20/2025 | 2,781 | | | 2/21/2025 | 1,934 | | | 2/20/2026 | 2,781 | | Mahesh Narang | 11/13/2024 | 10,554 | | | 11/13/2025 | 10,554 | | | 11/13/2026 | 10,555 | | Ignacio A. Cortina | 2/20/2024 | 2,780 | | | 2/21/2024 | 2,320 | | | 11/15/2024 | 1,130 | | | 2/20/2025 | 2,780 | | | 2/21/2025 | 2,321 | | | 2/20/2026 | 2,781 | | James W. Johnson | 2/20/2024 | 2,224 | | | 2/21/2024 | 1,083 | | | 11/15/2024 | 527 | | | 2/20/2025 | 2,224 | | | 2/21/2025 | 1,083 | | | 2/20/2026 | 2,225 | | Frank R. Nerenhausen | 2/20/2024 | 2,502 | | | 2/21/2024 | 1,933 | | | 11/15/2024 | 941 | | | 2/20/2025 | 2,502 | | | 2/21/2025 | 1,934 | | | 2/20/2026 | 2,503 |

  118. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    We used the closing price of our common stock of $108.41 on December 31, 2023, to calculate the value of unvested units.

  119. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 48 |

  120. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    The vesting dates for all performance shares that our NEOs held on December 31, 2023, are as follows:

  121. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | | VESTING DATE OF PERFORMANCE SHARES | | | | | | | | | | | Name | TSR 12/31/24 | TSR 12/31/25 | ROIC 12/31/24 | ROIC 12/31/25 | Female 12/31/24 | Female 12/31/25 | BIPOC 12/31/24 | BIPOC 12/31/25 | GHG 12/31/24 | GHG 12/31/25 | | Assumed Performance | Target | Max | Max | Max | Threshold | Target | Threshold | Target | Max | Max | | John C. Pfeifer | 8,525 | 28,170 | 13,500 | 20,572 | 765 | 2,331 | 743 | 2,263 | 2,970 | 4,526 | | Michael E. Pack | 2,150 | 6,762 | 3,400 | 4,938 | 192 | 560 | 186 | 543 | 742 | 1,086 | | Mahesh Narang | — | — | — | — | — | — | — | — | — | — | | Ignacio A. Cortina | 2,575 | 6,762 | 4,050 | 4,938 | 230 | 560 | 223 | 543 | 890 | 1,086 | | James W. Johnson | 1,200 | 5,410 | 1,900 | 3,950 | 111 | 448 | 108 | 435 | 428 | 868 | | Frank R. Nerenhausen | 2,150 | 6,086 | 3,400 | 4,444 | 192 | 504 | 186 | 489 | 742 | 978 |

  122. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    2023 Option Exercises and Stock Vested

  123. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John C. Pfeifer | — | — | 37,098 | 3,373,781 | | Michael E. Pack | 8,075 | 208,404 | 13,146 | 1,230,555 | | Mahesh Narang | — | — | 15,832 | 1,500,082 | | Ignacio A. Cortina | — | — | 12,594 | 1,189,617 | | James W. Johnson | 7,000 | 267,751 | 8,016 | 759,322 | | Frank R. Nerenhausen | 10,300 | 403,157 | 12,022 | 1,137,123 |

  124. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    (1) Reflects the amount calculated by multiplying the number of restricted stock units vested in 2023 by the market price of our common stock on the vesting date. 2023 Pension Benefits The table below sets forth the number of years of credited service and the present value of accumulated benefits and payments during 2023 under the Pierce Retirement Plan and the Oshkosh Corporation Executive Retirement Plan for each NEO who participates in the plans. There were no payments made during the Transition Period.

  125. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Name | Plan Name | Number of Years of Credited Service (#) (1) | Present Value of Accumulated Benefit ($) (2) | Payments During the Last Year ($) | | Michael E. Pack | Pierce Retirement Plan | 1 | 3,075 | — | | James W. Johnson | Pierce Retirement Plan | 3 | 10,427 | — | | | Executive Retirement Plan | 5 | 48,797 | — | | Frank R. Nerenhausen | Executive Retirement Plan | 20 | 958,637 | — |

  126. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    Under the Pierce Retirement Plan, years of credited service are based on the executive working one thousand hours during the plan year. Years of credited service under the Executive Retirement Plan are based on completed years and months of employment, and vesting under the Executive Retirement Plan is based on completed years of employment as an executive officer. Participants do not accrue additional years of credited service under the Pierce Retirement Plan or the Executive Retirement Plan after December 31, 2012, but vesting service continues under both plans.

  127. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 49 |

  128. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    The actuarial values of the accumulated plan benefits for the Pierce Retirement Plan and the Executive Retirement Plan were calculated using the unit credit valuation method and the following assumptions, among others: that the participants retire at their first unreduced retirement age of 62; that the benefit calculation date is December 31, 2023, consistent with our accounting measurement date for financial statement reporting purposes; a discount rate of 4.80% for the Executive Retirement Plan and 4.90% for the Pierce Retirement Plan; a post-retirement mortality assumption based on the Pre-2012 Healthy Annuitant table with white collar adjustment projected fully generationally with MP-2021 mortality improvement scale using Aon’s adjustments for near-term and long-term impact of COVID-19; final average pay for the Executive Retirement Plan is based on average pay at December 31, 2012, the date that the benefits were frozen, without projection; payment in the form of a single life annuity; that the Pierce Retirement Plan benefit accrued ratably over the participant’s years of service up to December 31, 2012, the date benefits were frozen; and that the Executive Retirement Plan benefit accrued ratably over the first 20 years from the date of hire up to December 31, 2012, the date benefits were frozen, and vested (or will vest) 20% per year from years 5 to 10 beginning when the employee became an officer. Pierce Retirement Plan — Mr. Pack and Mr. Johnson maintain a Retirement Plan entitlement under our qualified Pierce Manufacturing, Inc. Pension Plan. Benefit accruals under this plan were frozen for salaried participants effective December 31, 2012; we now provide benefits under a qualified defined contribution plan. Under the Pierce retirement plan, a salaried employee is entitled to receive upon retirement at age 65 a monthly benefit equal to $29.50 multiplied by the number of years of benefit service in the form of a 60-month period certain life annuity (or the actuarial equivalent of such amount when commencing at any other day or payable in another form.) An employee who has reached the age of 55 with a minimum of five years of service may retire and begin to receive the actuarial equivalent of their pension benefits. The pension benefits payable to such an employee are equal to 50% of the pension benefits that would have been payable had the employee remained employed with us until age 65. The percentage paid increases for each year of continued service with us between the date on which the employee reaches age 55 and the date on which the employee reaches age 65. The spouse of an employee who dies after becoming eligible for early retirement is entitled to a monthly benefit equivalent to 50% of the amount of the life annuity that would have been payable to a participant at normal retirement age. As of December 31, 2023, Mr. Johnson is eligible for retirement under the Pierce Retirement Plan. Oshkosh Corporation Executive Retirement Plan — Under the Executive Retirement Plan, certain of our officers are entitled to receive upon retirement a monthly benefit at age 62 equal to 2% of their average monthly compensation per year of credited service up to a maximum of 20 years, reduced by the amount of any pension payable by us under a qualified retirement plan, the annuity value of the executive’s 401(k) plan match, and 50% of the executive’s social security benefit. Early retirement factors apply for retirements between age 55 and 62. Average monthly compensation is based on the average of the executive’s compensation (base salary plus bonus) for the highest five years of pay (not necessarily consecutive) in the last ten years of credited service. The spouse of an executive who dies after becoming eligible for early retirement is entitled to receive 50% of the Executive Retirement Plan benefit that would have been payable to the executive at normal retirement age. Benefits under the Executive Retirement Plan were frozen effective December 31, 2012. As of December 31, 2023, Mr. Johnson and Mr. Nerenhausen were eligible for retirement under the Executive Retirement Plan. The other NEOs do not participate in this plan. 2023 Non-Qualified Deferred Compensation

  129. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) (1) | Aggregate Earnings in Last Fiscal Year ($) (2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Year End ($) (3) | | John C. Pfeifer | — | 58,656 | 52,525 | — | 347,794 | | Michael E. Pack | — | 17,397 | 11,357 | — | 83,392 | | Mahesh Narang | — | — | — | — | — | | Ignacio A. Cortina | — | 17,674 | 50,823 | — | 317,951 | | James W. Johnson | — | 96,105 | 289,628 | — | 1,793,671 | | Frank R. Nerenhausen | — | 113,681 | 216,107 | — | 1,946,974 |

  130. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    The amounts shown in this column represent benefits earned under the Defined Contribution Executive Retirement Plan, which amounts also appear in the “All Other Compensation” column in the 2023 Summary Compensation Table.

  131. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 50 |

  132. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    The amounts shown in this column represent earnings in 2023 that are neither above market nor preferential. Accordingly, the amounts are not included in the 2023 Summary Compensation Table. (3) The amount shown in this column in excess of the sum of the amounts from the preceding columns includes $254,616 for Mr. Pfeifer, $61,630 for Mr. Pack, $113,485 for Mr. Cortina, $522,875 for Mr. Johnson and $1,230,288 for Mr. Nerenhausen that was previously reported in the Summary Compensation Table for years prior to 2023. Mr. Narang was not an employee of the company prior to 2023. Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers — Under the Deferred Compensation Plan, each participating NEO may defer up to 65% of base salary for the plan year, up to 85% of annual incentive compensation payable in the plan year for services and performance during the preceding plan year, and up to 100% of any share-based long-term incentives. An executive participating in the Deferred Compensation Plan may elect to have cash deferrals credited to a fixed-income investment account or a stock account. Deferrals credited to a fixed-income investment account earn interest at the prime rate as published in The Wall Street Journal on the last business day of the immediately preceding plan year quarter, plus 1%. Deferrals credited to a stock account are treated as though invested in our common stock. Any dividends earned on our common stock are reinvested in each executive’s stock account. Payments from the Deferred Compensation Plan may be made in a lump sum or in annual installments for up to 10 years, at the election of the executive. Payments generally commence six months after the executive’s separation from service with us. However, in the event of a change in control, as defined in the Deferred Compensation Plan, we will pay out the accounts of all executives in a single lump sum cash payment. Oshkosh Corporation Defined Contribution Executive Retirement Plan — Under our non-qualified Defined Contribution Executive Retirement Plan, the NEOs are entitled to receive, upon separation from service, cash distributions of either a single lump sum payment or annual installments over a period of two to 10 years, as elected by the participant, equal to the vested balance of the participant’s account. A participant’s account balance is equal to the sum of annual benefit credits made to the account, adjusted for returns based on the hypothetical investment experience of the selected investment option. For any participant that was in our Executive Retirement Plan on December 31, 2012, the annual benefit credits are equal to a percentage of the participant’s annual base salary and bonus. The percentage of compensation earned is 10% for participants under age 45; 12.5% for participants age 45 to 50; and 15% for participants over age 50. For individuals who became participants in our Executive Retirement Plan after December 31, 2012, the annual benefit credit is equal to the excess of the employer non-elective contribution under our tax-qualified Oshkosh Corporation and Affiliates Tax Deferred Investment Plan that would have been made for the applicable year but for the effect of the limitations imposed by Section 401(a)(17) or Section 415 of the Internal Revenue Code, over the amount of the contribution actually made. All participants are immediately 100% vested. Each participant’s accumulated benefits change based on the hypothetical investment experience of the selected investment option. Available hypothetical investment options generally are the same as the investment options available under our tax-qualified defined contribution retirement plan.

  133. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 51 |

  134. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    Potential Payments on Termination or Change In Control The following tables disclose potential payments and benefits to which our NEOs would be entitled upon a termination of employment or a change in control of our company. We list the estimated amount of compensation payable to each of our NEOs in each situation in the tables below as if the termination or change in control occurred on December 31, 2023, and assuming that our common stock had a value per share of $108.41, which was the closing market price on December 31, 2023. The actual amount of payments and benefits can be determined only at the time of such a termination or change in control, and likely would vary from the estimated amounts in the tables below. Descriptions of the circumstances that would trigger payments or benefits to our NEOs, how such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits, and other material factors regarding such agreements and plans, as well as other material assumptions that we have made in calculating the estimated compensation, follow these tables. Refer to the Pension Benefits table above for the present value of amounts that our NEOs would receive upon retirement absent a change in control of our company.

  135. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | JOHN C. PFEIFER | Death ($) | Disability ($) | Retirement ($) | Involuntary Termination Without Cause or for Good Reason ($) | Change in Control ($) | Change in Control and Termination Without Cause or for Good Reason ($) | | Cash Termination Payment | | | | 5,460,928 | | 8,529,327 | | Continued Life, Hospitalization, Medical and Dental Insurance Coverage | | | | 41,438 | | 75,114 | | Outplacement Services | | | | | | 165,000 | | Legal and Accounting Advisory Services | | | | | | 5,000 | | Unvested Stock Options | | | | | | | | Unvested Performance Shares | 3,052,399 | 3,052,399 | | | 5,432,584 | 5,432,584 | | Unvested Restricted Stock and Restricted Stock Options | 6,246,476 | 6,246,476 | | | 6,246,476 | 6,246,476 | | Unearned Annual Cash Incentive Awards | | | | 2,970,551 | 1,638,925 | 1,638,925 | | Executive Retirement Benefits | | | | | | | | Additional Change in Control Retirement Benefits | | | | | | | | Excise Tax Gross Up Payment | | | | | | | | Total Pre-tax Benefit | 9,298,875 | 9,298,875 | | 8,472,917 | 13,317,985 | 22,092,426 |

  136. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 52 |

  137. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | MICHAEL E. PACK | Death ($) | Disability ($) | Retirement ($) | Involuntary Termination Without Cause or for Good Reason ($) | Change in Control ($) | Change in Control and Termination Without Cause or for Good Reason ($) | | Cash Termination Payment | | | | 1,104,755 | | 2,502,258 | | Continued Life, Hospitalization, Medical and Dental Insurance Coverage | | | | 18,793 | | 48,602 | | Outplacement Services | | | | | | 92,565 | | Legal and Accounting Advisory Services | | | | | | 5,000 | | Unvested Stock Options | | | | | | | | Unvested Performance Shares | 746,822 | 746,822 | | | 1,323,518 | 1,323,518 | | Unvested Restricted Stock and Restricted Stock Options | 1,425,592 | 1,425,592 | | | 1,425,592 | 1,425,592 | | Unearned Annual Cash Incentive Awards | | | | 883,875 | 487,655 | 487,655 | | Executive Retirement Benefits | | | | | | | | Additional Change in Control Retirement Benefits | | | | | | | | Excise Tax Gross Up Payment | | | | | | | | Total Pre-tax Benefit | 2,172,414 | 2,172,414 | | 2,007,423 | 3,236,765 | 5,885,190 |

  138. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | MAHESH NARANG | Death ($) | Disability ($) | Retirement ($) | Involuntary Termination Without Cause or for Good Reason ($) | Change in Control ($) | Change in Control and Termination Without Cause or for Good Reason ($) | | Cash Termination Payment | | | | 1,305,000 | | 3,381,180 | | Continued Life, Hospitalization, Medical and Dental Insurance Coverage | | | | 18,793 | | 49,018 | | Outplacement Services | | | | | | 108,750 | | Legal and Accounting Advisory Services | | | | | | 5,000 | | Unvested Stock Options | | | | | | | | Unvested Performance Shares | | | | | | | | Unvested Restricted Stock and Restricted Stock Options | 3,432,586 | 3,432,586 | | | 3,432,586 | 3,432,586 | | Unearned Annual Cash Incentive Awards | | | | 155,726 | 77,863 | 77,863 | | Executive Retirement Benefits | | | | | | | | Additional Change in Control Retirement Benefits | | | | | | | | Excise Tax Gross Up Payment | | | | | | | | Total Pre-tax Benefit | 3,432,586 | 3,432,586 | | 1,479,519 | 3,510,449 | 7,054,397 |

  139. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 53 |

  140. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | IGNACIO A. CORTINA | Death ($) | Disability ($) | Retirement ($) | Involuntary Termination Without Cause or for Good Reason ($) | Change in Control ($) | Change in Control and Termination Without Cause or for Good Reason ($) | | Cash Termination Payment | | | | 1,010,175 | | 2,485,810 | | Continued Life, Hospitalization, Medical and Dental Insurance Coverage | | | | 18,793 | | 48,394 | | Outplacement Services | | | | | | 84,420 | | Legal and Accounting Advisory Services | | | | | | 5,000 | | Unvested Stock Options | | | | | | | | Unvested Performance Shares | 806,758 | 806,758 | | | 1,407,281 | 1,407,281 | | Unvested Restricted Stock and Restricted Stock Options | 1,529,882 | 1,529,882 | | | 1,529,882 | 1,529,882 | | Unearned Annual Cash Incentive Awards | | | | 810,867 | 447,375 | 447,375 | | Executive Retirement Benefits | | | | | | | | Additional Change in Control Retirement Benefits | | | | | | | | Excise Tax Gross Up Payment | | | | | | | | Total Pre-tax Benefit | 2,336,640 | 2,336,640 | | 1,839,835 | 3,384,538 | 6,008,162 |

  141. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | JAMES W. JOHNSON | Death ($) | Disability ($) | Retirement ($) | Involuntary Termination Without Cause or for Good Reason ($) | Change in Control ($) | Change in Control and Termination Without Cause or for Good Reason ($) | | Cash Termination Payment | | | | 1,011,079 | | 2,632,438 | | Continued Life, Hospitalization, Medical and Dental Insurance Coverage | | | | 18,984 | | 48,179 | | Outplacement Services | | | | | | 87,000 | | Legal and Accounting Advisory Services | | | | | | 5,000 | | Unvested Stock Options | | | | | | | | Unvested Performance Shares | 524,332 | 524,332 | 524,332 | 524,332 | 957,839 | 957,839 | | Unvested Restricted Stock and Restricted Stock Options | 1,015,368 | 1,015,368 | 914,287 | 914,287 | 1,015,368 | 1,015,368 | | Unearned Annual Cash Incentive Awards | | | | 862,158 | 431,079 | 431,079 | | Executive Retirement Benefits | | | | | | | | Additional Change in Control Retirement Benefits | | | | | | | | Excise Tax Gross Up Payment | | | | | | | | Total Pre-tax Benefit | 1,539,700 | 1,539,700 | 1,438,619 | 3,330,840 | 2,404,286 | 5,176,903 |

  142. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 54 |

  143. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | FRANK R. NERENHAUSEN | Death ($) | Disability ($) | Retirement ($) | Involuntary Termination Without Cause or for Good Reason ($) | Change in Control ($) | Change in Control and Termination Without Cause or for Good Reason ($) | | Cash Termination Payment | | | | | | | | Continued Life, Hospitalization, Medical and Dental Insurance Coverage | | | | | | | | Outplacement Services | | | | | | | | Legal and Accounting Advisory Services | | | | | | | | Unvested Stock Options | | | | | | | | Unvested Performance Shares | 702,843 | 702,843 | 702,843 | 702,843 | 1,233,869 | 1,233,869 | | Unvested Restricted Stock and Restricted Stock Options | 1,335,069 | 1,335,069 | 1,221,355 | 1,221,355 | 1,335,069 | 1,335,069 | | Unearned Annual Cash Incentive Awards | | | | | 552,512 | 552,512 | | Executive Retirement Benefits | | | | | | | | Additional Change in Control Retirement Benefits | | | | | | | | Excise Tax Gross Up Payment | | | | | | | | Total Pre-tax Benefit | 2,037,912 | 2,037,912 | 1,924,198 | 1,924,198 | 3,121,450 | 3,121,450 |

  144. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 55 |

  145. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    Severance Agreement We have a severance agreement with Mr. Pfeifer. If we terminate Mr. Pfeifer’s employment without cause or Mr. Pfeifer terminates his employment for good reason, then, provided he executes a release of claims, Mr. Pfeifer will be entitled to receive severance compensation approximating two years’ salary and bonus, together with a prorated bonus for the year in which termination occurs, and welfare benefits. Executive Severance Policy We have an executive severance policy that applies to our NEOs except for Mr. Pfeifer. Mr. Nerenhausen was not eligible for this policy as of December 31, 2023 due to his announced retirement. If we terminate an NEO’s employment without cause or an NEO terminates their employment for good reason, then, provided they execute a release of claims, the NEO will be entitled to receive severance compensation approximating one year’s salary and target bonus, together with a prorated bonus for the year in which termination occurs, and welfare benefits. Change-in-Control Agreements We currently have in effect Key Executive Employment and Severance Agreements, or KEESAs, with our executive officers, including each of our NEOs who was employed on December 31, 2023. Mr. Nerenhausen retired from his role as an officer effective November 13, 2023; therefore, he was not eligible for the KEESA on December 31, 2023. Under the KEESAs, after a change in control of our company, if the executive’s employment is terminated, other than by reason of death, disability or for cause, the executive is entitled to a cash termination payment and other benefits. The executive also is entitled to a cash termination payment and other benefits if, after the change in control, the executive terminates their employment for good reason. The termination payment will be equal to the sum of the executive’s annual salary in effect at the change in control (or any subsequent higher salary) plus the highest annual bonus award paid during the three years before the change in control, multiplied by the number of years remaining in the employment period (up to three but at least one for Mr. Pfeifer, and up to two, but at least one, for Messrs. Pack, Narang, Cortina and Johnson). The amounts in the tables assume the maximum three years for Mr. Pfeifer, or two years for Messrs. Pack, Narang, Cortina and Johnson, remaining in the employment period. In addition, the KEESAs provide for outplacement services and continuation of life and disability insurance for up to three years, for Mr. Pfeifer or two years, for Messrs. Pack, Narang, Cortina and Johnson, as well as hospitalization, medical and dental coverage and other welfare benefits as in effect at the termination. To the extent that payments would be considered “excess parachute payments,” the payments will be reduced to a point at which they are no longer considered excess parachute payments, or the executive will receive the full payment and be personally liable for the excise tax, whichever produces the larger after-tax benefit. In fiscal 2008, we revised the terms of the KEESAs to ensure that payments under the agreement are not “income includible under Section 409A” for purposes of the Internal Revenue Code. However, if payments under the agreement are nonetheless “income includible under Section 409A,” then we can be obligated to pay the executive the 20% additional income tax that Internal Revenue Code Section 409A imposes and interest and any additional taxes on this payment. In consideration of the KEESA benefits, each executive officer party to a KEESA agrees not to compete with us for a period of 18 months after leaving their position and to keep in confidence any proprietary or confidential information for the same period. Our Board of Directors can waive both conditions. Under the KEESAs, there is a “change in control” if: • any person is or becomes the beneficial owner of securities representing 25% or more of our outstanding common stock; • there is a change in the composition of our Board of Directors that at least two-thirds of the existing directors have not approved; • a merger, consolidation or share exchange with any other corporation (or the issuance of voting securities in connection with a merger, consolidation or share exchange) is consummated, after which our shareholders control less than 50% of combined voting power; or • our shareholders approve a plan of complete liquidation or dissolution or a sale or disposition by us of all or substantially all our assets is consummated. This definition of change in control also applies to our 2017 Incentive Stock and Awards Plan. Under the KEESAs, the term “cause” generally means: committing any act of fraud, embezzlement or theft in connection with the executive’s duties;

  146. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 56 |

  147. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    continuing, willful and unreasonable refusal by an executive to perform duties or responsibilities; • willfully engaging in illegal conduct or gross misconduct that causes us demonstrable and serious financial injury; • willfully disclosing our trade secrets or confidential information; • engaging in competition with us that our Board of Directors determines to be materially harmful to us. Under the KEESAs, the term “good reason” generally means; • a breach of the agreement by us; • any reduction in the executive’s base salary, percentage of base salary available as incentive compensation or bonus opportunity, or benefits; • a material adverse change in the executive’s working conditions or status with us from such working conditions or status in effect during the 180-day period prior to the change in control, including a significant change in the nature or scope of their authority, powers, functions, duties or responsibilities or a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that we remedy promptly after receipt of notice thereof; • relocation of the executive’s principal place of employment to a location more than 50 miles from the executive’s principal place of employment during the 180-day period prior to the change in control; • a mandate that the executive travel on business to a materially greater extent than was required during the 180-day period prior to the change in control; • our failure to cause a successor to assume the executive’s agreement; or • termination of the executive’s employment after a change in control without proper notice. Performance Share Awards We granted performance share awards to our NEOs under our 2017 Incentive Stock and Awards Plan. Under this plan and the related award terms, if an executive’s employment terminates due to death, disability or retirement after the tenth trading day of the TSR award’s performance period, or after the first quarter of the ROIC or sustainability award’s performance period, then the executive will receive a prorated number of the shares of our common stock based on the number of days elapsed since the beginning of the performance period as of the date of termination, multiplied by the payout that the executive would have received had the performance period ended on the date of termination. The amounts relating to relative TSR performance share awards that we granted in 2022 and 2023 reflect a payment amount equal to 84% and 175%, respectively, of the target performance share awards based on our relative TSR during the performance period. The amounts relating to relative ROIC performance share awards that we granted in 2022 and 2023 reflect a payment amount equal to 100% and 198%, respectively, based on our relative ROIC during the performance period. The amounts relating to Female-based, BIPOC-based and GHG-based performance share awards that we granted in 2022 reflect payment amounts equal to 0%, 0% and 200%, respectively, based on our performance to date. The amounts relating to Female-based, BIPOC-based and GHG-based performance share awards that we granted in 2023 reflect payment amounts equal to 0%, 55% and 200%, respectively, based on our performance to date. Under our 2017 Incentive Stock and Awards Plan, awards are subject to a form of “double trigger” vesting, which requires a termination of employment in addition to a change in control rather than “single trigger” vesting on a change in control. For relative TSR performance share awards, in the event of a change in control and termination of employment, the executive will receive a proportionate number of shares of our common stock that the executive would have received had the performance period ended on the date of the change in control. The amounts relating to relative TSR performance share awards that we granted in 2022 and 2023 reflect a payment amount equal to 84% and 175%, respectively, of the target performance share awards based on our relative TSR during the performance period. For relative ROIC as well as sustainability performance share awards, in the event of a change in control and termination of employment, the executive will receive a prorated number of shares of our common stock based on the number of days elapsed since the beginning of the performance period as of the date of the change in control, multiplied by the greater of (1) the payout that the executive would have received had the performance period ended on the date of the change in control or (2) 100%. The amounts relating to relative ROIC performance share awards that we granted in fiscal 2022 and 2023 reflect a payment amount equal to 100% and 198%, respectively. The amounts relating to Female-based, BIPOC-based and GHG-based performance share awards that we granted in 2022 and 2023 reflect payment amounts equal to 100%, 100% and 200%, respectively. If we cease to employ an executive for any reason other than death, disability or retirement, then the executive will forfeit any rights with respect to an award of performance shares.

  148. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 57 |

  149. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    Restricted Stock Units We have granted restricted stock unit awards to our NEOs under our 2017 Incentive Stock and Awards Plan. Under this plan and the related award agreements, if an executive’s employment terminates due to death or disability, then any restricted stock units that are not vested will become fully vested at the time of such termination. The restricted stock units also fully vest if an executive’s employment is terminated because of a qualified retirement, except that, if the qualified retirement occurs prior to the first anniversary of the grant date of the restricted stock unit award, then only a pro-rata portion of the restricted stock units will vest. Under the Oshkosh Corporation 2017 Incentive Stock and Awards Plan, we define qualified retirement as a retirement at a time when the executive is at least 55 years of age and has completed five years of service. Mr. Johnson and Mr. Nerenhausen were eligible for a qualified retirement on December 31, 2023. If we cease to employ an executive for any reason other than death, disability or a qualified retirement, then any restricted stock units held by the executive that are not vested on the date of such termination will be immediately forfeited. Under our 2017 Incentive Stock and Awards Plan, awards are subject to a form of “double trigger” vesting, which requires a termination of employment in addition to a change in control. Stock Option Agreements We have granted stock option awards to our NEOs under our 2017 Incentive Stock and Awards Plan. As of December 31, 2023, all stock options awarded to NEOs were fully vested. Under these plans and the related award terms, if an executive’s employment terminates due to death or disability, then the vested option award will remain exercisable by the executive or their beneficiary for a period of one year after the date of such death or disability, but in no event later than the original expiration date of the award. If the executive’s employment terminates due to retirement, then the option award will remain exercisable by the executive for a period of three years after the date of such retirement but in no event later than the original expiration date of the award. Annual Cash Incentive Awards Upon a change in control of our company, for any annual cash incentive award that a named executive officer has not then earned, the executive is entitled to receive a proportionate amount of their annual cash incentive target award opportunity, based on the number of whole months that have elapsed in the year prior to the change in control. For each NEO, the amounts we disclose as “Unearned Annual Cash Incentive Awards” in the tables above assume that the change in control occurred at the end of the year but before the Human Resources Committee approved annual incentive payouts (meaning the NEOs did not yet earn their annual cash incentive awards), but the amounts reflect the full target award opportunity rather than only a proportionate amount. The Summary Compensation Table reflects the actual amount of the annual cash incentive award that each NEO earned for 2023. NEOs would not be entitled to receive both the amount in the tables above and the amount in the Summary Compensation Table. Under Mr. Pfeifer’s severance agreement and the Executive Severance Policy, if a named executive officer will not receive an annual cash bonus with respect to the year in which their termination occurs solely as a result of the executive’s termination, the executive will be paid a pro rata bonus payment for the year in which the termination occurs. The amount of such pro rata bonus will be the amount the executive would have received (based on actual achievement of performance, but determined without regard to any discretionary negative adjustments) had they remained employed the entire year, multiplied by a faction representing the proportion of the year the executive was employed, payable at the same time that the bonus would have been paid had the executive remained in employment. Oshkosh Corporation Executive Retirement Plan Upon a change in control of our company, executives participating in our Executive Retirement Plan are vested without regard to the normal vesting schedule under the plan. Furthermore, if an executive’s employment is terminated for any reason following the change in control, the executive will be entitled to receive a single lump-sum cash payment equal to the present value (as determined under the Executive Retirement Plan) of the executive’s earned and vested benefits under the Executive Retirement Plan through December 31, 2004, within 60 days after the termination of the executive’s employment. “Change in Control” is defined in the same manner as under the KEESAs for this purpose. The executive also will be entitled to receive a single lump-sum cash payment, within 60 days of the change in control, equal to the present value (as determined under the Executive Retirement Plan) of the executive’s then-earned and vested benefits under the Executive Retirement Plan that accrued subsequent to January 1, 2005. “Change in Control” has a specified meaning for this purpose as defined in the Executive Retirement Plan. An incremental increase in the value of their benefits may result from the use of lump-sum-specific mortality and interest rate assumptions required by the Executive Retirement Plan, which may differ from those used to calculate the monthly benefit

  150. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 58 |

  151. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    that would have been paid upon retirement absent a change in control. There was no such incremental benefit that would have been payable in the event of a change in control on December 31, 2023. Defined Contribution Executive Retirement Plan Under the Oshkosh Corporation Defined Contribution Executive Retirement Plan, following a change in control of our company, any participant who is terminated will be entitled to receive an immediate single-sum distribution of their account balance within 60 days. Deferred Compensation Plans Termination of an executive officer or a change in control of our company would not affect the amounts payable to our NEOs under the Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers.

  152. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 59 |

  153. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    CEO Pay Ratio As required by Item 402(u) of SEC Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our median employee to the annual total compensation of Mr. Pfeifer, our President and Chief Executive Officer (CEO). We calculated annual total compensation as defined for purposes of the Summary Compensation Table for both the median employee and our CEO using 2023 compensation. We determined our median employee as of December 31, 2023 using base pay only. In calculating the median employee’s annual total compensation, the following compensation elements were included: base pay, shift differential, overtime, non-equity incentive compensation and 401(k) matching and non-matching employer contributions. Our median employee received none of the other types of compensation required to be included in the Summary Compensation Table: stock awards, option awards, change in pension value, nonqualified deferred compensation earnings, and other compensation. Based on this calculation, we estimate the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee for 2023 was 175:1. This ratio has been calculated in a manner consistent with the requirements of Item 402(u) of Regulation S-K. The table below summarizes the pay ratio:

  154. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Consistently Applied Compensation Measure | Base salary only | | Excluded Employees | CEO, 2,273 employees of Hinowa and Aerotech who joined the company during 2023 via acquisition, and 101 employees in Canada representing less than 5% of our global employee headcount of approximately 17,300 | | Median Employee Location | United States | | FY2023 Annual Total Compensation — CEO | $10,436,160 | | FY2023 Annual Total Compensation — Median Employee | $59,723 | | Pay Ratio: | 175:1 |

  155. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    The SEC’s rules on identifying the median employee and determining the pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the pay ratio reported by other companies, which may have used other permitted methodologies or assumptions, and which may have a significantly different workforce structure from ours, may not be comparable to our CEO pay ratio.

  156. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 60 |

  157. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    Pay Versus Performance As required by Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the financial performance of the company. The calculation of the executive compensation actually paid includes adjustments from the Summary Compensation Table amounts related to equity awards and pensions.

  158. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Current PEO ($) (1) | Compensation Actually Paid to Current PEO ($) (1)(2)(3) | Summary Compensation Table Total for Former PEO ($) (1) | Compensation Actually Paid to Former PEO ($) (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2)(3)(4) | Total Shareholder Return | S&P Midcap 400 Index Total Shareholder Return | Net Income ($ in Millions) | Adjusted Operating Income ($ in Millions) (5) | | 2023 | 10,436,160 | 14,748,480 | N/A | N/A | 3,501,988 | 4,419,217 | 152.8 | 153.7 | 598.0 | 866.0 | | 2022 | 6,360,245 | 1,836,895 | N/A | N/A | 2,858,588 | 1,523,391 | 122.0 | 132.0 | 173.9 | 326.3 | | Transition Period | 1,526,390 | 2,203,496 | N/A | N/A | 575,679 | 746,484 | 153.5 | 151.8 | 24.2 | 18.0 | | 2021 | 6,013,750 | 9,239,663 | 7,072,442 | 9,232,599 | 2,370,075 | 3,618,792 | 139.0 | 140.6 | 508.9 | 559.9 | | 2020 | N/A | N/A | 8,106,122 | 7,740,048 | 1,976,577 | 1,241,564 | 98.5 | 97.8 | 321.5 | 496.5 |

  159. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    (1) Mr. Pfeifer served in the role of Chief Operating Officer during fiscal 2020 and is included in average compensation for Non-Principal Executive Officer (PEO) NEOs for that year. Mr. Jones and Mr. Pfeifer each served as our CEO for a portion of fiscal 2021, and the table above reflects compensation actually paid for the full fiscal year in which either served as CEO. Mr. Pfeifer is excluded from the average compensation for Non-PEO NEOs for fiscal 2021. (2) To calculate compensation actually paid from amounts in the Summary Compensation Table, we made the following adjustments in 2023:

  160. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Executive | Deduct: Grant Date Fair Value of Equity Awards ($) | Deduct: Change in Pension Value ($) | Add: Change in Fair Value of Equity Awards ($) | Net Change from Summary Compensation Table to Compensation Actually Paid ($) | | Current PEO | (6,250,252) | N/A | 10,562,572 | 4,312,320 | | Average Non-PEO NEO | (2,010,221) | (15,163) | 2,942,614 | 917,230 |

  161. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    To determine the change in fair value of equity awards in compensation actually paid, we calculated the change in the fair value of each award type from the beginning of the fiscal year to the end of the fiscal year, or the vesting date if within the fiscal year. Awards granted during a given fiscal year are valued in the actual compensation paid at their fair value at the end of the fiscal year. Dividends paid/accrued are not included in actual compensation paid as they are reflected in the fair value of the awards. We computed fair value of these awards in accordance with FASB ASC Topic 718. We base the fair value of ROIC and sustainability performance share awards on the target number of unvested units outstanding, the share price and the probable outcome of each performance condition which varies from 0 to 200%. We base the fair value of RSU awards on the number of unvested units outstanding at the share price. We base the fair value of TSR on the target number of unvested units outstanding and the valuation of each award based on a Monte Carlo simulation, using the following assumptions:

  162. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 61 |

  163. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Valuation Date | 12/31/22 | | 12/31/23 | | | Grant Date | 11/16/20 | 02/21/22 | 02/21/22 | 02/20/23 | | Assumptions: | | | | | | Expected volatility — Oshkosh | 33.16% | 31.68% | 30.70% | 31.73% | | Expected volatility — Peer Group | 37.56% | 35.19% | 31.56% | 35.73% | | Average correlation | 0.6654 | 0.6066 | 0.5519 | 0.6040 | | Risk-free interest rate | 4.69% | 4.36% | 4.73% | 4.19% |

  164. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    (4) The following NEOs were included in fiscal 2020: Mr. John Bryant, Mr. Nerenhausen, Mr. Pack, Mr. Pfeifer, Mr. David Sagehorn, and Mr. Robert Sims. The following NEOs were included in fiscal 2021: Mr. Cortina, Mr. Johnson, Mr. Nerenhausen, and Mr. Pack. The following NEOs were included in the Transition Period: Mr. Cortina, Mr. Nerenhausen and Mr. Pack. The following NEOs were included in 2022: Mr. Cortina, Ms. Jayanthi Iyengar, Mr. Nerenhausen, and Mr. Pack. The following NEOs were included in 2023: Mr. Cortina, Mr. Johnson, Mr. Nerenhausen, Mr. Narang and Mr. Pack. (5) Adjusted Operating Income is the measure that has the largest impact on our annual cash incentive plan. Adjusted operating income for 2023 excludes restructuring-related charges ($4.4 million), costs related to the acquisition of AeroTech ($12.9 million), the loss on the divestiture of the rear mixture business ($13.3 million), the gain on the divestiture of the snow removal apparatus business ($8.0 million) and losses associated with AeroTech ($5.7 million). Adjusted operating income for 2022 excludes losses on the liquidation of foreign entities ($4.6 million), impairment charges ($7.7 million), earnings of Maxi-Metal ($0.5 million) and adds back a charge to account for inventories on a Last-In, First-Out (LIFO) basis ($57.9 million). Adjusted operating income for the Transition Period adds back a charge to account for inventories on a LIFO basis ($23.6 million). Adjusted operating income for fiscal 2021 excludes restructuring-related charges ($11.3 million), losses associated with Pratt Miller ($3.9 million) and adds back a charge to account for inventories on a LIFO basis ($47.4 million). Adjusted operating income for fiscal 2020 excludes restructuring-related charges ($22.4 million), a gain on the sale of a business ($3.1 million), insurance proceeds ($12.3 million) and a benefit to account for inventories on a LIFO basis ($3.9 million). The following tables list the most important financial measures used by the company to link executive compensation actually paid to NEOs during 2023. Company total shareholder return has significant influence on compensation actually paid, but it is not included in the list below because it is reflected in the table above.

  165. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | Named Executive Officers | Most Important Financial Measure | | Mr. Pfeifer, Mr. Pack and Mr. Cortina | Consolidated Operating Income Consolidated Days Net Working Capital Relative Total Shareholder Return Relative Return on Invested Capital | | Mr. Narang, Mr. Johnson and Mr. Nerenhausen | Consolidated Operating Income Segment Operating Income Segment Days Net Working Capital Relative Total Shareholder Return Relative Return on Invested Capital |

  166. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    Our executive compensation program provides compensation opportunities that are heavily weighted towards company stock and performance-based incentive plans, as disclosed in the Compensation Discussion and Analysis. Approximately 88% of the CEO’s annual compensation and 75% of the NEOs’ annual compensation is variable and performance based. The following charts show how compensation actually paid aligns with company target performance measured in terms of total shareholder return, net income and consolidated operating income. The company selected the Standard & Poor’s Midcap 400 Index as the peer group for TSR for all periods covered and includes peer TSR in the first chart below to show the relationship between company performance and peer performance. All figures in the following graphs are from the table above, and to facilitate clear disclosure on year over year changes, we have excluded the Transition Period.

  167. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 62 |

  168. ROIC COMPARATOR GROUP OF COMPANIES FOR 2023 PERFORMANCE SHARES

    | OSHKOSH CORPORATION | 2024 PROXY STATEMENT | 63 |