DEF 14A of Oshkosh Corp, Mar 26, 2026

DEF 14A of Oshkosh Corp

Filed Mar 26, 2026 · FY20250001104659-26-035209

Open on EDGAR

  1. OSHKOSH CORPORATION | 2026 PROXY STATEMENT

    | Proxy statement summary | 1 | | Proposal 1: Election of directors | 7 | | Director compensation | 16 | | Governance of the Company | 18 | | Proposal 2: Ratification of the appointment of independent registered public accounting firm for 2026 | 26 | | Stock ownership | 28 | | Compensation discussion and analysis | 30 | | Executive summary | 30 | | Introduction and overview | 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 | 33 | | Compensation decisions for 2025 | 34 | | Base salary | 34 | | Summary of 2025 base salary adjustments | 34 | | Annual cash incentive awards | 34 | | Annual cash incentive awards: Operating income and 2025 results | 35 | | Annual cash incentive awards: Free cash flow conversion and 2025 results | 35 | | 2025 annual incentive award payouts | 36 | | Equity-based long-term incentive awards | 36 | | Performance share awards | 37 | | Total shareholder return | 37 | | TSR-results that impacted 2025 | 38 | | Return on invested capital | 38 | | ROIC-results that impacted 2025 | 39 | | Sustainability-results that impacted 2025 | 39 | | Restricted stock units | 39 |

  2. OSHKOSH CORPORATION | 2026 PROXY STATEMENT

    | FREQUENTLY REFERENCED | | | Director Compensation | 16 | | Stock Ownership Table | 28 | | Compensation Philosophy and Objectives | 32 | | Compensation Decisions for 2025 | 34 | | 2025 Summary Compensation Table | 44 |

  3. 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. The Board seeks orderly refreshment while maintaining a strong overall mix. Four of our independent directors have joined the Board since 2021. In addition to evaluating each nominee’s attributes, qualifications and experience, as described below, our Corporate Governance Guidelines provide that a director’s re-election is reviewed annually to promote diversity of tenure — balancing fresh perspectives with the experience needed to navigate the deep economic cycles inherent in our business.

  4. ELECTION OF DIRECTORS

    | The Board currently consists of ten directors. The Board has selected ten nominees for election at the Annual Meeting, each to hold office until the next annual meeting and the election of their successor. All 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. |

  5. 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 18 to 25 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. In addition to the brief biographies of each of our Board’s nominees presented on pages 10 to 14 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. 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.

  6. OVERVIEW OF OUR BOARD NOMINEES

    OVERVIEW OF OUR BOARD NOMINEES

  7. OVERVIEW OF OUR BOARD NOMINEES

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 7 |

  8. QUALIFICATIONS, ATTRIBUTES AND SKILLS OF NOMINEES

    QUALIFICATIONS, ATTRIBUTES AND SKILLS OF NOMINEES In considering Board nominees, the Governance Committee considers an individual’s background and personal and professional experiences, in addition to general qualifications. Nominees are evaluated in the context of the Board as a whole, with a focus on achieving an appropriate mix of skills needed to lead the Company at the Board level. The Governance Committee regularly assesses and communicates with the Board about current and potential future skills and backgrounds to ensure the Board maintains an appropriate mix. These skills, their importance to Oshkosh and the nominees who exhibit these skills are reflected in the tables below.

  9. QUALIFICATIONS, ATTRIBUTES AND SKILLS OF NOMINEES

    | Qualifications, Attributes and Skills and their Importance to Oshkosh | K. Allman | W. Burns | A. Clayton | D. Davis | T. Jordan | K. Metcalf- Kupres | D. Palmer | D. Perkins | J. Pfeifer | S. Rowland | | OTHER PUBLIC BOARDS Knowledge of corporate governance practices, the dynamics and operation of a corporate board, management accountability, and the protection of shareholders’ interests. | | | | | | | | | | | | INDUSTRY EXPERIENCE Understanding of the unique challenges faced by companies in industries relevant to the Company. | | | | | | | | | | | | EXECUTIVE, LEADERSHIP OR MANAGEMENT Executive leadership and management experience in pursuing a company’s strategic objectives while navigating competing priorities. | CEO | CEO | CEO | | | | CFO | | CEO | CFO | | GLOBAL BUSINESS OPERATIONS Leadership experience in global markets, global industry dynamics and risks relevant to multinational companies. | | | | | | | | | | | | FINANCIAL OR AUDIT Expertise in overseeing a company’s financial performance, reporting and associated internal controls. | | | | | | | | | | | | INNOVATION Expertise in driving innovation through technology advancements, product development, digital solutions, new business models, and data analytics. | | | | | | | | | | | | RISK MANAGEMENT Experience in prioritizing and managing wide-ranging enterprise risks, while anticipating and identifying emerging risks relevant to the Company. | | | | | | | | | | | | MARKETING Ability to advance a company’s mission by leveraging brand awareness, building customer engagement, and sustaining growth. | | | | | | | | | | | | GOVERNMENT REGULATIONS AND OPERATIONS Knowledge of the geopolitical, regulatory or government affairs frameworks impacting the Company’s global strategy, core programs, and relationships with key customers. | | | | | | | | | | | | STRATEGY Expertise in steering a company’s strategic direction and growth. | | | | | | | | | | | | HUMAN CAPITAL MANAGEMENT Experience in succession planning and attracting, developing and retaining top talent, while aligning compensation and benefits with shareholders’ interests. | | | | | | | | | | | | ESG/CORPORATE RESPONSIBILITY Expertise in implementing, and/or managing ESG/corporate responsibility and sustainability initiatives for lasting business success. | | | | | | | | | | | | CYBERSECURITY Knowledge of information technology and cybersecurity risks relevant to the Company, and how to mitigate the same. | | | | | | | | | | |

  10. QUALIFICATIONS, ATTRIBUTES AND SKILLS OF NOMINEES

    No experience/Limited skill Working knowledge Advanced/Managerial knowledge

  11. QUALIFICATIONS, ATTRIBUTES AND SKILLS OF NOMINEES

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 8 |

  12. CURRENT COMMITTEE MEMBERSHIPS

    CURRENT COMMITTEE MEMBERSHIPS

  13. CURRENT COMMITTEE MEMBERSHIPS

    | | | Age | Director Since | Audit Committee | Human Resources Committee | Governance Committee | | | Keith J. Allman IND BOARD CHAIR Served as President and Chief Executive Officer of Masco Corporation | 63 | 2015 | A | A | A | | | William J. Burns IND CEO of Zebra Technologies | 58 | 2024 | | | | | | Annette K. Clayton IND Served as Chairwoman and CEO of Schneider Electric North America | 62 | 2024 | | | | | | Douglas L. Davis IND Held various leadership positions at Intel Corporation | 64 | 2021 | | C | | | | Tyrone M. Jordan IND Served as President and COO of Dura Automotive Systems | 63 | 2019 | | | | | | Kimberley Metcalf-Kupres IND Served as Vice President and CMO of Johnson Controls | 64 | 2016 | | | C | | | Duncan J. Palmer IND Served as Global Chief Financial Officer of Cushman and Wakefield | 60 | 2011 | C | | | | | David G. Perkins IND Served in the United States Army, retiring as a four-star General | 68 | 2022 | | | | | | John C. Pfeifer President and CEO of Oshkosh Corporation | 60 | 2021 | | | | | | Sandra E. Rowland IND Served as Senior Vice President and Chief Financial Officer of Xylem Inc. | 54 | 2018 | | | |

  14. CURRENT COMMITTEE MEMBERSHIPS

    | IND | Independent | | C | Chair | | A | Alternate |

  15. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 9 |

  16. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 63 Independent Director Since: 2015 Board Chair Since: 2025 OSHKOSH COMMITTEES: Alternate for each committee | Keith J. Allman QUALIFICATIONS, ATTRIBUTES AND SKILLS Mr. Allman served 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, from 2014 to 2025 • 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 FORMER PUBLIC DIRECTORSHIPS: • Masco Corporation |

  17. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 58 Independent Director Since: 2024 OSHKOSH COMMITTEES: Audit | William J. Burns QUALIFICATIONS, ATTRIBUTES AND SKILLS Mr. Burns serves as Chief Executive Officer of Zebra Technologies. Zebra provides the foundation for intelligent operations with a portfolio of connected frontline, asset visibility and automation solutions powered by AI. He brings to our Board significant experience and thought leadership in innovation, sales, technology, executive leadership, cybersecurity and global business operations. PROFESSIONAL EXPERIENCE • Chief Executive Officer of Zebra Technologies since 2023 • Served as Vice President, Enterprise Visibility and Mobility and Chief Products and Solutions Officer at Zebra from 2015 to 2023 • CEO of Embrane, Inc. from 2014 until 2015 when Embrane was acquired by Cisco • CEO of Spirent Communications from 2008 to 2013 | | | | PUBLIC DIRECTORSHIPS: • Zebra Technologies | FORMER PUBLIC DIRECTORSHIPS: • Spirent Communications plc |

  18. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 10 |

  19. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 62 Independent Director Since: 2024 OSHKOSH COMMITTEES: Governance Human Resources | Annette K. Clayton QUALIFICATIONS, ATTRIBUTES AND SKILLS Ms. Clayton is the retired Chairwoman and 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 TIME100 Climate List of the most influential leaders driving business to real climate action. She brings to our Board extensive experience in chief executive leadership, strategy, risk management, digital technology, sustainable global operations and supply chain management. Ms. Clayton also brings significant experience serving on public company boards and has obtained the CERT certification in Cybersecurity Oversight. PROFESSIONAL EXPERIENCE • Served as Chairwoman, Schneider Electric North America, the largest operating region for Schneider Electric, a multinational corporation specializing in energy management and automation solutions, during 2024 • Served as CEO, Schneider Electric North America from 2016 to 2023 • Served as President and CEO, Schneider Electric North America from 2016 to 2022 • Served as Executive Vice President of Supply Chain in Hong Kong for Schneider Electric from 2011 to 2016 • 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 | | | | PUBLIC DIRECTORSHIPS: • Duke Energy Corporation • NXP Semiconductors N.V. | FORMER PUBLIC DIRECTORSHIPS: • Nordson Corporation • Polaris, Inc. |

  20. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 64 Independent Director Since: 2021 OSHKOSH COMMITTEES: Human Resources (Chair) | 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 has 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: • Cerence, Inc. • Verra Mobility Corporation |

  21. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 11 |

  22. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 63 Independent 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 technology 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. • FuelCell Energy, Inc. • TPI Composites, Inc. | FORMER PUBLIC DIRECTORSHIPS: • Cooper Tire and Rubber Company • Trinity Industries |

  23. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 64 Independent 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 high-performance teams. 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 obtained the CERT certification in Cybersecurity Oversight. PROFESSIONAL EXPERIENCE • Served 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 from 2013 until her retirement in 2017 • 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 advancing female leadership development through her participation on the World Economic Forum and other prominent organizations |

  24. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 12 |

  25. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 60 Independent 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 • Served as global Chief Financial Officer for 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: • AleAnna, Inc. • Verde Clean Fuels Inc. | FORMER PUBLIC DIRECTORSHIPS: • Bluescape Opportunities Acquisition Corp. |

  26. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 68 Independent Director Since: 2022 OSHKOSH COMMITTEES: Governance Human Resources | David G. Perkins QUALIFICATIONS, ATTRIBUTES AND SKILLS Retired four-star general and veteran, General (Ret.) Perkins brings to our Board deep and unique defense industry knowledge developed while serving for 38 years in the U.S. Army. He has extensive management, strategic leadership, human resources, compensation, risk management, operations and cybersecurity experience from leading one of the most complex and largest organizations in the world. PROFESSIONAL EXPERIENCE • Served 38 years in the United States Army, retiring in 2018 as a four-star General • Commander, United States Army Training and Doctrine Command (TRADOC), from 2014 to 2018 • Commander, United States Army Combined Arms Center and Commandant, U.S. Army Command and General Staff College, Fort Leavenworth (from 2011 to 2014) • Commander, United States Army 4th Infantry Division (from 2009 to 2011) FORMER PUBLIC DIRECTORSHIPS: • CAE, Inc. |

  27. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 13 |

  28. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 60 Non-Independent Director Since: 2021 As a non-independent director, Mr. Pfeifer is not eligible for membership on a Board committee under NYSE rules or our committee charters. | 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: • James Hardie Industries plc | FORMER PUBLIC DIRECTORSHIPS: • The Manitowoc Company, Inc. |

  29. CURRENT COMMITTEE MEMBERSHIPS

    | Age: 54 Independent 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 • Served as Senior Advisor to Xylem Inc., a publicly traded water technology company committed to solving critical water and infrastructure challenges with technological innovation, from October 2023 to March 2024. 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 PUBLIC DIRECTORSHIPS • Amentum Holdings, Inc. |

  30. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 14 |

  31. 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.

  32. CURRENT COMMITTEE MEMBERSHIPS

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

  33. CURRENT COMMITTEE MEMBERSHIPS

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 15 |

  34. CURRENT COMMITTEE MEMBERSHIPS

    Director Compensation The table below summarizes the compensation paid to or earned by our non-employee directors during 2025.

  35. 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 | 232,708 | 170,077 | 46,923 | — | 449,708 | | William J. Burns | 121,000 | 170,077 | 3,624 | — | 294,701 | | Annette K. Clayton | 130,000 | 170,077 | 4,393 | — | 304,470 | | Douglas L. Davis | 136,625 | 170,077 | — | — | 306,702 | | Tyrone M. Jordan | 134,500 | 170,077 | — | — | 304,577 | | Kimberley Metcalf-Kupres | 136,000 | 170,077 | 18,536 | — | 324,613 | | Stephen D. Newlin (5) | 115,625 | — | — | — | 115,625 | | Duncan J. Palmer | 141,000 | 170,077 | — | — | 311,077 | | David G. Perkins | 134,500 | 170,077 | — | — | 304,577 | | Sandra E. Rowland | 134,500 | 170,077 | — | — | 304,577 |

  36. Director Compensation

    Director Compensation Stock Awards We generally grant shares of stock to our non-employee directors at the meeting of our Board held on the date of our Annual Meeting of Shareholders or at the time a director joins our Board. Effective on election at our 2025 Annual Meeting, we granted to each of our then non-employee directors 1,927 shares of our common stock under the Oshkosh Corporation 2024 Incentive Stock and Awards Plan (Stock Plan). The Human Resources Committee retained the services of Mercer (US) LLC (Mercer), an external compensation consultant, to advise regarding compensation of outside directors, and the amount of the stock awards was approximately 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 based on 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 March 2, 2026, 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.

  37. Director Compensation

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 17 |

  38. 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 five meetings during 2025, and committees of the Board held a total of 15 meetings. Each director attended 100% of the meetings of the Board and committees on which he or she served during 2025. The Board expects directors to attend the Annual Meeting of Shareholders. All our directors attended our 2025 Annual Meeting, and we anticipate that all director nominees will attend the virtual Annual Meeting in 2026. Our independent, non-employee directors met in executive session, without the presence of our officers, on five occasions during 2025. The independent Chair 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 2025, 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 2025 Annual Meeting, 92.8% of the votes cast were in favor of the advisory proposal to approve the compensation of our named executive officers (NEOs). 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 Chair 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. We believe this approach is consistent with the resignation policies commonly used by companies that employ some form of majority voting. It is intended to balance meaningful shareholder input with orderly board functioning.

  39. Director Compensation

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 18 |

  40. Director Compensation

    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 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 Chair or with the Board as a whole, you may send correspondence to the Corporate 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

  41. Director Compensation

    | MEMBERS | THE AUDIT COMMITTEE | | | • Duncan J. Palmer (Chair) • William J. Burns • Tyrone M. Jordan • Sandra E. Rowland • Keith J. Allman (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 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 |

  42. Director Compensation

    The Audit Committee met seven times during 2025. 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,

  43. Director Compensation

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 19 |

  44. Director Compensation

    and the Board has determined that each of Keith J. Allman, William J. Burns, Tyrone M. Jordan, 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 auditor met with the Audit Committee with and without representatives of management present. Governance Committee

  45. Director Compensation

    | MEMBERS | THE GOVERNANCE COMMITTEE | | | • Kimberley Metcalf-Kupres (Chair) • Annette K. Clayton • Tyrone M. Jordan • David G. Perkins • Keith J. Allman (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 • provides oversight of a CEO transition | • 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 responsibility program • oversees the Company’s policies and practices relating to political engagement and lobbying activities |

  46. Director Compensation

    The Governance Committee met four times during 2025. 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 Corporate Secretary at the address shown on page 69. 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

  47. Director Compensation

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 20 |

  48. Director Compensation

    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 2027 Annual Meeting”. Diversity on the Board Our Corporate Governance Guidelines have long provided that our Board is committed to a diversified 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 Committee takes into account various factors and perspectives, including differences of viewpoint, professional experience, education, skills and other demographics. 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 diverse perspectives of the Board. Human Resources Committee

  49. Director Compensation

    | MEMBERS | THE HUMAN RESOURCES COMMITTEE | | | • Douglas L. Davis (Chair) • Annette K. Clayton • David G. Perkins • Sandra E. Rowland • Keith J. Allman (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 |

  50. Director Compensation

    The Human Resources Committee met four times in 2025. The Human Resources Committee retained the services of an external independent compensation consultant, Mercer, a Marsh (MRSH) business, formerly Marsh McLennan (MMC), to provide technical guidance regarding executive and director compensation matters. In 2025, the Company paid $183,474 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 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 plan;

  51. Director Compensation

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 21 |

  52. Director Compensation

    Actuarial analysis, valuation and trustee services for the United Kingdom pension plan; • 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 2025, the Company paid Mercer $686,610 for these additional services. United Kingdom pension services are paid in British pounds and have been converted to U.S. dollars using an exchange rate of 1.32 U.S. dollars per British pound. 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 MRSH were $27.0 billion in 2025, as reported in their 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 Chair of the Board. In particular:

  53. Director Compensation

    | BOARD AS A WHOLE | EACH BOARD COMMITTEE | INDIVIDUAL DIRECTORS | CHAIR 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 Chair 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 Chair of the Board. |

  54. Director Compensation

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 22 |

  55. 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 Corporate Secretary. 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 | 2026 PROXY STATEMENT | 23 |

  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, artificial intelligence, 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 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 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 | 2026 PROXY STATEMENT | 24 |

  60. Director Compensation

    Board Oversight of Artificial Intelligence (AI) The Board exercises oversight of AI as part of its broader strategy and risk management, and receives periodic briefings from management regarding the Company’s AI strategy and related initiatives, governance practices and associated risks. This framework enables the Board to monitor management’s approach to responsible AI deployment and long-term value creation. Management is responsible for identifying, evaluating, and overseeing AI initiatives across the enterprise, and applying AI selectively to support measurable business outcomes, innovation and operational efficiency. The Company has established an AI Council, a cross-functional governance forum that evaluates material AI initiatives, facilitates enterprise coordination and addresses risk considerations. Independent Chair of the Board Under our By-laws and Corporate Governance Guidelines, our Chair 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 Chair 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 Chair to obtain direct and meaningful feedback from shareholders.

  61. Director Compensation

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 25 |

  62. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | | Specific Compensation Component | Key Features For 2025 | For More Information, See Page | | Fixed | Base salary | We review base salaries in reference to the market median in the compensation analysis that Mercer provides, and set base salaries considering individual scope, experience, skills, capabilities and performance | 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 2025 were consolidated and segment adjusted OI and consolidated and segment FCFC | 34 | | Long-term incentives | Relative performance shares (weighted 50%) | Performance shares benefit the recipient based on how our relative TSR (weighted 30%) and relative ROIC (weighted 20%) over a period of three years compare to companies in our comparator groups | 37 | | | 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 | 39 |

  63. ANNUAL COMPENSATION PROGRAM DESIGN REVIEW

    ANNUAL COMPENSATION PROGRAM DESIGN REVIEW 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 2025, the Committee reviewed the analysis that Mercer provided of both 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. We believe our executive compensation program positions us to compete effectively when recruiting, selecting and seeking to retain key executives. The Committee believes that retaining a high-performing executive team is important for the long-term success of the business. The Committee decided to continue to use consolidated adjusted OI and consolidated FCFC as performance measures for the 2025 annual cash incentive awards for NEOs other than segment presidents. Retaining consolidated OI as a measure allows for a continued emphasis on maximizing income. Retaining consolidated FCFC as a measure for NEOs other than segment presidents reinforces strong consolidated cash management and capital budgeting. The FCFC measure for corporate NEOs also aligns with the measures that we assign to our segment presidents. For our segment presidents, the Committee decided to continue to use consolidated OI, segment OI and segment FCFC measures for the 2025 annual cash incentive award. The OI and FCFC 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 2025, the Committee reviewed and continued to use the executive compensation peer group that it used in 2024. 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 peer group is comprised of the following 16 public 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

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 33 |

  67. 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 scope, experience, skills, capabilities and performance when determining base salary, annual incentive awards and long-term incentive awards.

  68. COMPENSATION DECISIONS FOR 2025

    (1) We hired Mr. Field effective December 16, 2024, and he did not receive additional base salary increases within 2024 or 2025. (2) We hired Mr. Narang effective November 13, 2023, and he did not receive an additional base salary increase in 2024. (3) Mr. Cortina received an additional 10% increase in his base salary effective November 10, 2024, in conjunction with his promotion to Executive Vice President, Chief Legal and Administrative Officer and Secretary. 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 2025, awards were dependent on our performance under a combination of two measures for NEOs other than segment presidents: consolidated adjusted OI and consolidated FCFC; and three measures for segment presidents: consolidated adjusted OI, segment adjusted OI, and segment FCFC. After the Committee reviewed Mercer’s compensation analysis, the Committee assigned each executive a threshold, target and maximum annual cash incentive award payment level, as a percentage of base salary, for 2025. We reference the market median in Mercer’s compensation analysis when setting the annual cash incentive award opportunity, and set the award opportunity based on the individual’s scope, experience, skills, capabilities and performance. Based on this analysis for 2025,

  69. COMPENSATION DECISIONS FOR 2025

    Annual Cash Incentive Awards – Operating Income and 2025 Results The Committee structured our annual cash incentive awards for 2025 with OI targets that reflected the launch of the NGDV program, capacity expansion in the Vocational segment, and softer demand within our Access segment. Actual 2025 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.

  70. COMPENSATION DECISIONS FOR 2025

    | | Performance Measure | Bonus Weighting | Threshold in Millions | Target in Millions | Maximum in Millions | 2025 Actual in Millions | | Mr. Pfeifer, Mr. Field and Mr. Cortina | Consolidated OI | 70% | $899 | $1,090 | $1,281 | $1,005 | | Mr. Pack | Consolidated OI | 25% | $899 | $1,090 | $1,281 | $1,005 | | | Vocational OI | 50% | $487 | $570 | $653 | $587 | | Mr. Narang | Consolidated OI | 25% | $899 | $1,090 | $1,281 | $1,005 | | | Access OI | 50% | $531 | $621 | $711 | $518 |

  71. COMPENSATION DECISIONS FOR 2025

    Consolidated OI equals operating income based on U.S. Generally Accepted Accounting Principles (GAAP) adjusted to exclude intangible asset amortization ($60 million) and intangible asset impairments ($6 million). Vocational segment OI equals Vocational operating income based on U.S. GAAP adjusted to exclude intangible asset amortization ($40 million). Access segment OI equals Access operating income based on U.S. GAAP adjusted to exclude intangible asset amortization ($16 million). The 2025 results satisfied the annual incentive plan requirement that we achieve a minimum 3% OI margin on a consolidated or segment basis, as applicable, in 2025 for participants to receive a payment based on OI that is above target. Actual OI margin in 2025 was 9.6% on a consolidated basis, 15.8% for the Vocational segment and 11.5% for the Access segment, in each case using amounts based on the definitions above (which may differ from reported results). Annual Cash Incentive Awards – Free Cash Flow Conversion and 2025 Results The Committee established the targets for FCFC based on our forecasted financial performance, as we indicate below. Actual 2025 results based on the definitions below appear in the last column in the chart below.

  72. COMPENSATION DECISIONS FOR 2025

    | | Performance Measure | Bonus Weighting | Threshold | Target | Maximum | 2025 Actual | | Mr. Pfeifer, Mr. Field and Mr. Cortina | Consolidated FCFC | 30% | 61.0% | 86.0% | 111.0% | 62.7% | | Mr. Pack | Vocational FCFC | 25% | 60.0% | 75.0% | 90.0% | 96.5% | | Mr. Narang | Access FCFC | 25% | 70.0% | 85.0% | 100.0% | 55.5% |

  73. COMPENSATION DECISIONS FOR 2025

    Vocational segment Free Cash Flow Conversion is FCFC (cash from operations excluding intercompany interest, transfer pricing and income taxes, adjusted to remove cash generated by Pierce customer advances of $121 million, less cash used for the purchase of property, plant, and equipment) divided by Vocational segment operating income. Access segment Free Cash Flow Conversion is FCFC (cash from operations excluding intercompany interest, transfer pricing and income taxes, less cash used for the purchase of property, plant, and equipment) divided by Access segment operating income. 2025 Annual Incentive Award Payouts Based on consolidated and segment results, performance payouts under the annual cash incentive plan to our NEOs were as follows:

  74. COMPENSATION DECISIONS FOR 2025

    | | Target Annual Incentive Award ($) (1) | Payout Based on Consolidated OI ($) | Payout Based on Consolidated FCFC ($) | Payout Based on Segment OI ($) | Payout Based on Segment FCFC ($) | Total ($) | Payout Level (Percent of Target Payout) (2) | | Mr. Pfeifer | 1,867,439 | 1,015,700 | 299,164 | N/A | N/A | 1,314,864 | 70.4% | | Mr. Field | 630,000 | 342,657 | 100,926 | N/A | N/A | 443,583 | 70.4% | | Mr. Pack | 649,271 | 126,121 | N/A | 392,484 | 324,636 | 843,241 | 129.9% | | Mr. Narang | 672,459 | 130,625 | N/A | — | — | 130,625 | 19.4% | | Mr. Cortina | 528,579 | 287,494 | 84,678 | N/A | N/A | 372,172 | 70.4% |

  75. COMPENSATION DECISIONS FOR 2025

    (1) The target annual incentive award represents 2025 base salary earned multiplied by each NEO’s target award percentage. (2) Payout level is the sum of the results of each performance measure as a percentage of target performance multiplied by each measure’s respective weighting. Equity-Based Long-Term Incentive Awards The Committee grants individual equity awards for executives on an annual basis at its February meeting. Equity awards we granted in 2025 are subject to the terms of our 2024 Incentive Stock and Awards Plan, which shareholders approved at the 2024 Annual Meeting. In 2025, 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 2025, the Committee granted to each NEO long-term incentive awards. We reference the market median in Mercer’s compensation analysis when determining long-term incentive grant date award values and make individual decisions considering each executive’s scope, experience, skills, capabilities and performance. The awards provided a significant incentive for executives to execute our strategy, achieve long-term performance goals and deliver total shareholder return and also provided considerable retention value for key executives.

  76. COMPENSATION DECISIONS FOR 2025

    | Named Executive Officer | 2024 Long-Term Incentive Award Granted 2/19/2024 | 2025 Long-Term Incentive Award Granted 2/17/2025 | | Mr. Pfeifer | $8,500,278 | $10,000,031 | | Mr. Field | N/A | $1,750,271 | | Mr. Pack | $1,750,275 | $1,750,271 | | Mr. Narang | $1,950,165 | $1,950,216 | | Mr. Cortina | $1,500,085 | $1,650,219 |

  77. COMPENSATION DECISIONS FOR 2025

    For the 2025 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 (30% on relative TSR and 20% on relative ROIC) 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 2025 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 30% of the annual long-term incentive target award value allocated to relative TSR and 20% allocated to relative ROIC. The Committee discontinued the use of sustainability measures for performance shares that it granted in 2025. The Committee valued relative TSR performance shares using a Monte Carlo simulation model from a third-party provider. The Committee valued relative ROIC 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 relative ROIC measures. Executives can earn up to a maximum payout of 200% of target on each measure for 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. Mr. Pfeifer is eligible to retire under our incentive stock plans as of December 31, 2025. 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 2025 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 2025 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 fiscal years. 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 percentage of target performance shares that an NEO could earn at the end of the three-year period from January 1, 2025 to December 31, 2027 based on our relative TSR performance, with the payout prorated for performance between the listed outcomes. 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 2025

    | NEOs | Payout for Performance Period ended 12/31/2025 — TSR (2) | | Mr. Pfeifer | $4,173,339 | | Mr. Field (1) | N/A | | Mr. Pack | $1,001,868 | | Mr. Narang (1) | N/A | | Mr. Cortina | $1,001,868 |

  79. COMPENSATION DECISIONS FOR 2025

    (1) Mr. Field and Mr. Narang did not receive performance share awards in 2023 and therefore did not receive a payout for the performance period ending in 2025. (2) Dollar values reflect the closing price of our stock on February 20, 2026, 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 2025 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, 2027, 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 percentage of target performance shares that an NEO could earn at the end of the three-year period from January 1, 2025 to December 31, 2027, based on our relative ROIC performance, with the payout prorated for performance between the listed outcomes. 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 2025

    The ROIC comparator group for the 2025 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 2025 awards are listed below. ROIC Comparator Group of Companies for 2025 Performance Shares

  81. COMPENSATION DECISIONS FOR 2025

    | NEOs | Payout for Performance Period ended 12/31/2025 — ROIC (2) | | Mr. Pfeifer | $3,141,106 | | Mr. Field (1) | N/A | | Mr. Pack | $754,034 | | Mr. Narang (1) | N/A | | Mr. Cortina | $754,034 |

  82. COMPENSATION DECISIONS FOR 2025

    (1) Mr. Field and Mr. Narang did not receive performance share awards in 2023 and therefore did not receive a payout for the performance period ending in 2025. (2) Dollar values in the table reflect the closing price of our stock on February 20, 2026, 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 – Results that Impacted 2025 For performance share awards that we granted in 2023 relating to global female representation (weighted 3.4%), U.S. BIPOC representation (weighted 3.3%) and reduction in GHG emissions normalized for sales (weighted 3.3%), we did not meet threshold performance, and therefore, there was no payout. Mr. Field and Mr. Narang did not receive performance share awards in 2023. 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

  83. COMPENSATION DECISIONS FOR 2025

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 39 |

  84. COMPENSATION DECISIONS FOR 2025

    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 in accordance with their original vesting schedule of one-third each year. Mr. Pfeifer is eligible to retire under our incentive stock plans as of December 31, 2025. 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 2025 which was the same weight as in 2024. The Committee valued RSUs using the fair market value of the underlying common stock on the date of grant. 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%. 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. For the NEOs, the contributions above the Internal Revenue Code limits, 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%. Mr. Pack earned a benefit under our qualified defined benefit plan for Pierce employees during his time in that segment. Please refer to “2025 Pension Benefits” on page 48 and “Non-Qualified Deferred Compensation” on page 49 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 “2025 Non-Qualified Deferred Compensation” on page 49, for more information regarding our deferred compensation plans. Other Benefits During 2025, 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 approved Mr. Pfeifer’s service as a member of the board of directors of another public company in recognition of the valuable professional development opportunities such service can provide Mr. Pfeifer while serving as our Chief Executive Officer. During 2025, Mr. Pfeifer traveled to board 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 2025. 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 2025 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. During 2025, the Committee approved reimbursement of home sale and moving costs for Mr. Pfeifer, given that he did not utilize the relocation benefits available to him when we hired him in 2019. 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.

  85. COMPENSATION DECISIONS FOR 2025

    | OSHKOSH CORPORATION | 2026 PROXY STATEMENT | 40 |

  86. COMPENSATION DECISIONS FOR 2025

    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. 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 The Committee maintains 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. 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, a prior year bonus if the executive will not receive the annual incentive plan payment from the year prior to termination, as well as a pro rata bonus payment for the year in which the termination occurs, 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 KEESAs, 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:

  87. COMPENSATION DECISIONS FOR 2025

    | | 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. Field | 2x base salary and bonus | N/A | 2 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 |

  88. COMPENSATION DECISIONS FOR 2025

    (1) 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 The Committee maintains the Oshkosh Corporation Recovery Policy, or clawback policy. The clawback policy applies to all incentive compensation granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure.

  89. COMPENSATION DECISIONS FOR 2025

    (1) As of March 2, 2026. 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 Compensation Committee does not take material non-public information into account when determining the timing and terms of long-term incentive awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. 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. 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. Prohibition Against Insider Trading We have adopted an insider trading policy governing the purchase, sale and other disposition of Company securities by the Company and our directors, officers and certain employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the New York Stock Exchange. 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 2025, 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.

  90. COMPENSATION DECISIONS FOR 2025

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4)(5)(6)(7) | Total ($) | | John C. Pfeifer, President and Chief Executive Officer | 2025 | 1,243,847 | — | 10,000,031 | — | 1,314,864 | — | 377,253 | 12,935,995 | | | 2024 | 1,193,078 | — | 8,500,278 | — | 2,545,317 | — | 307,868 | 12,546,541 | | | 2023 | 1,091,539 | — | 6,250,252 | — | 2,970,551 | — | 123,818 | 10,436,160 | | Matthew A. Field, Executive Vice President and Chief Financial Officer (8) | 2025 | 700,000 | — | 1,750,271 | — | 443,583 | — | 190,126 | 3,083,980 | | | 2024 | 13,462 | 500,000 | 4,500,032 | — | 39,089 | — | 16,914 | 5,069,497 | | Michael E. Pack, Executive Vice President and President, Vocational Segment | 2025 | 720,731 | — | 1,750,271 | — | 843,241 | 230 | 107,123 | 3,421,596 | | | 2024 | 687,247 | — | 2,250,352 | — | 888,987 | — | 104,718 | 3,931,304 | | | 2023 | 608,471 | — | 1,500,244 | — | 883,875 | 283 | 43,797 | 3,036,670 | | Mahesh Narang, Executive Vice President and President, Access Segment | 2025 | 746,472 | — | 1,950,216 | — | 130,625 | — | 103,093 | 2,930,406 | | | 2024 | 725,001 | — | 1,950,165 | — | 796,050 | — | 156,385 | 3,627,601 | | | 2023 | 83,654 | 650,000 | 4,500,151 | — | 155,726 | — | 17,398 | 5,406,929 | | Ignacio A. Cortina, Executive Vice President and Chief Legal & Administrative Officer and Secretary | 2025 | 660,188 | — | 1,650,219 | — | 372,172 | — | 106,973 | 2,789,552 | | | 2024 | 588,602 | — | 1,500,085 | — | 670,677 | — | 110,156 | 2,869,520 | | | 2023 | 558,697 | — | 1,500,244 | — | 810,867 | — | 47,374 | 2,917,182 |