OSHKOSH CORP Stock Compensation Disclosure
5. Stock-Based Compensation
In May 2024, the Company's shareholders approved the 2024 Incentive Stock and Awards Plan (the "2024 Stock Plan"). The 2024 Stock Plan replaced the 2017 Incentive Stock Awards Plan (as amended, the "2017 Stock Plan"). While no new awards will be granted under the 2017 Stock Plan, awards previously made under that plan that were outstanding as of the approval date of the 2024 Stock Plan will remain outstanding and continue to be governed by the provisions of that plan. At December 31, 2025, the Company had reserved 3,236,667 shares of Common Stock available for issuance to provide for the issuance of Common Stock under incentive compensation awards and the exercise of outstanding stock options, with 2,225,518 shares remaining available for issuance.
Under the 2024 Stock Plan, officers, directors, including non-employee directors, and employees of the Company may be granted stock options, stock appreciation rights, performance shares, performance units, shares of Common Stock, restricted stock, restricted stock units (RSU) or other stock-based awards. The 2024 Stock Plan provides for the granting of options to purchase shares of Common Stock at not less than the fair market value of such shares on the date of grant. The market value of restricted stock unit awards are determined based on the closing market price of Common Stock on the date of grant. Except to the extent vesting is accelerated upon early retirement and except for performance shares and performance units, vesting is based solely on continued service as an employee of the Company. The Company recognizes stock-based compensation expense over the requisite service period for vesting of an award, or to an employee’s eligible retirement date, if earlier and applicable.
Total stock-based compensation expense was as follows (in millions):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Stock awards |
|
$ |
32.0 |
|
|
$ |
30.2 |
|
|
$ |
24.9 |
|
Performance share awards |
|
|
6.0 |
|
|
|
7.9 |
|
|
|
7.0 |
|
Other stock-based compensation |
|
|
1.3 |
|
|
|
0.5 |
|
|
|
0.9 |
|
Total stock-based compensation expense |
|
|
39.3 |
|
|
|
38.6 |
|
|
|
32.8 |
|
Income tax benefit recognized for stock-based compensation |
|
|
(4.9 |
) |
|
|
(4.8 |
) |
|
|
(4.4 |
) |
Stock-based compensation expense, net of tax |
|
$ |
34.4 |
|
|
$ |
33.8 |
|
|
$ |
28.4 |
|
Stock Awards — A summary of the Company’s stock award activity (including shares and units) is as follows:
|
|
Year Ended December 31, |
|
|||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
Number of Shares |
|
|
Weighted- |
|
|
Number of Shares |
|
|
Weighted- |
|
|
Number of Shares |
|
|
Weighted- |
|
||||||
Nonvested, beginning of period |
|
|
537,655 |
|
|
$ |
102.02 |
|
|
|
462,429 |
|
|
$ |
98.28 |
|
|
|
363,661 |
|
|
$ |
103.86 |
|
Granted |
|
|
316,094 |
|
|
|
108.83 |
|
|
|
327,976 |
|
|
|
107.46 |
|
|
|
344,484 |
|
|
|
90.91 |
|
Forfeited |
|
|
(33,472 |
) |
|
|
103.45 |
|
|
|
(24,649 |
) |
|
|
103.79 |
|
|
|
(43,602 |
) |
|
|
97.85 |
|
Vested |
|
|
(275,861 |
) |
|
|
101.21 |
|
|
|
(228,101 |
) |
|
|
102.07 |
|
|
|
(202,114 |
) |
|
|
95.85 |
|
Nonvested, end of period |
|
|
544,416 |
|
|
|
106.30 |
|
|
|
537,655 |
|
|
|
102.02 |
|
|
|
462,429 |
|
|
|
98.28 |
|
Stock awards generally vest ratably over a three-year service period following the grant date. The total fair value of shares vested was $30.2 million, $24.9 million and $18.4 million in 2025, 2024 and 2023, respectively. The actual income tax benefit realized totaled $4.8 million, $3.7 million and $2.8 million in 2025, 2024 and 2023, respectively.
As of December 31, 2025, total unrecognized compensation cost related to stock awards was $17.8 million, net of estimated forfeitures, which the Company expects to be recognized over a weighted-average period of 2.1 years.
Performance Share Awards — A summary of the Company’s performance share awards activity is as follows.
|
|
Year Ended December 31, |
|
|||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
Number of Shares |
|
|
Weighted- |
|
|
Number of Shares |
|
|
Weighted- |
|
|
Number of Shares |
|
|
Weighted- |
|
||||||
Nonvested, beginning of period |
|
|
125,404 |
|
|
$ |
113.25 |
|
|
|
123,959 |
|
|
$ |
110.40 |
|
|
|
97,600 |
|
|
$ |
108.20 |
|
Granted |
|
|
77,250 |
|
|
|
133.67 |
|
|
|
76,358 |
|
|
|
124.76 |
|
|
|
81,208 |
|
|
|
100.08 |
|
Forfeited |
|
|
(11,000 |
) |
|
|
120.50 |
|
|
|
(21,947 |
) |
|
|
111.83 |
|
|
|
(9,733 |
) |
|
|
111.50 |
|
Performance adjustments |
|
|
15,933 |
|
|
|
98.88 |
|
|
|
(1,241 |
) |
|
|
117.61 |
|
|
|
8,479 |
|
|
|
81.06 |
|
Vested |
|
|
(71,150 |
) |
|
|
102.44 |
|
|
|
(51,725 |
) |
|
|
119.10 |
|
|
|
(53,595 |
) |
|
|
85.90 |
|
Nonvested, end of period |
|
|
136,437 |
|
|
|
129.56 |
|
|
|
125,404 |
|
|
|
113.25 |
|
|
|
123,959 |
|
|
|
110.40 |
|
Performance share awards generally vest after a three-year service period following the grant date. Performance shares vest under three separate sets of measurement criteria. The first type vest only if the Company’s total shareholder return (TSR) over the three-year term of the awards compares favorably to that of a comparator group of companies. The second type vest only if the Company’s return on invested capital (ROIC) over the vesting period compares favorably to that of a comparator group of companies. The third type vest only if the Company’s actual results for Diversity, Equity and Inclusion and Environmental, Social and Governance (DEI/ESG) measures compare favorably to the targets set by the Company.
Potential payouts range from zero to 200% of the target awards and changes from target amounts are reflected as performance adjustments. Actual payouts for TSR performance share awards vesting were 163%, 65% and 108% of target levels in 2025, 2024 and 2023, respectively. Actual payout for ROIC performance share awards vesting were 168%, 138% and 129% of target levels in 2025, 2024 and 2023, respectively. The first vesting of DEI/ESG awards occurred in 2024. No DEI/ESG awards were earned in 2025. DEI/ESG awards vested at 67% of target in 2024.
The total fair value of performance shares vested was $8.9 million, $5.1 million and $5.1 million in 2025, 2024 and 2023, respectively. The actual income tax benefit realized totaled $0.2 million, $0.1 million and $0.3 million in 2025, 2024 and 2023, respectively.
As of December 31, 2025, the Company had $10.2 million of unrecognized compensation expense related to performance share awards, which will be recognized over a weighted-average period of 1.7 years.
The grant date fair values of the TSR performance share awards were estimated using a Monte Carlo simulation model utilizing the following weighted-average assumptions:
|
|
Year Ended December 31, |
|
|||||||||
Total Shareholder Return Performance Shares Granted During |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Weighted-average fair value |
|
$ |
159.72 |
|
|
$ |
146.49 |
|
|
$ |
110.94 |
|
Assumptions: |
|
|
|
|
|
|
|
|
|
|||
Expected term (in years) |
|
|
2.87 |
|
|
|
2.86 |
|
|
|
2.86 |
|
Expected volatility |
|
|
32.16 |
% |
|
|
30.60 |
% |
|
|
35.45 |
% |
Risk-free interest rate |
|
|
4.22 |
% |
|
|
4.41 |
% |
|
|
4.32 |
% |
The Company used its historical stock prices as the basis for the Company’s volatility assumption. The assumed risk-free interest rates were based on U.S. Treasury rates at the time of grant. The expected term was based on the vesting period.
The grant date fair values of the ROIC and DEI/ESG awards were determined based on the Company’s stock price at the time of the grant and the anticipated awards expected to vest. Compensation expense is recorded ratably over the vesting period based on the amount of award that is expected to be earned under the plan formula, adjusted each reporting period based on current information.
Stock Options — No stock options were granted during 2025, 2024 or 2023. A summary of the Company’s stock option activity is as follows:
|
|
Year Ended December 31, 2025 |
|
|||||||||||
|
|
Options |
|
|
Weighted-Average |
|
|
Weighted Average Remaining Contractual Life |
|
Aggregate Intrinsic Value(a) |
|
|||
Outstanding and exercisable, beginning of period |
|
|
180,170 |
|
|
$ |
82.23 |
|
|
|
|
|
|
|
Exercised |
|
|
(91,305 |
) |
|
|
81.88 |
|
|
|
|
|
|
|
Outstanding and exercisable, end of period |
|
|
88,865 |
|
|
|
82.58 |
|
|
3.3 years |
|
$ |
3.8 |
|
The total intrinsic value of options exercised was $4.0 million, $2.0 million and $3.1 million in 2025, 2024 and 2023, respectively. The actual income tax benefit realized totaled $0.7 million, $0.3 million and $0.6 million in 2025, 2024 and 2023, respectively.
Other Stock-based Compensation — Other stock-based compensation primarily consists of cash-settled RSUs. The Company granted a total of 7,942, 7,333 and 8,860 cash-settled RSUs in 2025, 2024 and 2023, respectively. Each RSU award provides recipients the right to receive cash equal to the value of a share of Common Stock at predetermined vesting dates.
Compensation expense for cash-settled RSUs is remeasured at each reporting period and is recognized as an expense over the requisite service period. The total value of cash-settled RSUs vested was $0.8 million, $0.5 million and $0.9 million in 2025, 2024 and 2023, respectively.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.