DEF: Lindsay Corp. Achieves Record Earnings, Boosts Dividends
Proxy Statement
Lindsay Corporation reports record net earnings and EPS for fiscal 2025, driven by international irrigation growth and infrastructure margin expansion, while announcing executive transitions and a new $150 million share repurchase program.
Summary
- Achieved record net earnings of $74.1 million and diluted earnings per share of $6.78 for fiscal 2025, an increase from $66.3 million and $6.01, respectively, in fiscal 2024.
- International irrigation revenues increased by nearly 40%, or over $80 million, in fiscal 2025, largely due to a multi-year supply agreement in the Middle East and North Africa (MENA) region.
- Infrastructure revenues grew by over $15 million, or 16%, in fiscal 2025, with operating income more than doubling year-over-year, driven by strong Road Zipper System sales and lease revenues.
- Completed the acquisition of a 49.9% minority interest in Pessl Instruments, a strategic partner in advanced agricultural technology solutions.
- Investing over $50 million to modernize and expand the largest global manufacturing facility in Lindsay, Nebraska, aiming for improved operating efficiency and product quality.
- Increased the quarterly stock dividend by 3%, setting a new annual indicated rate of $1.48 per share of common stock.
- Executed $11.5 million in opportunistic share repurchases during fiscal 2025 and initiated a new share repurchase program authorizing up to an additional $150.0 million of common stock in early fiscal 2026.
- Announced executive transitions: CFO Brian L. Ketcham will retire effective December 31, 2025, to be succeeded by Sam Hinrichsen on January 1, 2026; President, Irrigation Gustavo E. Oberto will depart effective November 30, 2025, with Brian J. Magnusson appointed as his successor on December 1, 2025.
- Jahidul H. Khandaker was appointed as a new independent director and a member of the Audit Committee, effective September 15, 2025.
- The Annual Meeting of Stockholders will be held virtually on January 6, 2026, to elect three directors, ratify KPMG LLP as the independent auditor for fiscal 2026, and conduct a non-binding advisory vote on executive compensation.
Sentiment
Score: 8
Explanation: The company reported record net earnings and EPS, significant revenue growth in key segments, and strong free cash flow. Strategic investments and shareholder returns (dividends, repurchases) are positive. The main negative is the underperformance in relative TSR for a past PSU period, and challenging North America irrigation market conditions, but overall, the financial performance and strategic execution are strong.
Positives
- Record net earnings of $74.1 million and diluted EPS of $6.78 for fiscal 2025, representing increases of $7.8 million and $0.77 per diluted share, respectively, compared to fiscal 2024.
- International irrigation revenues increased by over $80 million, or 39%, in fiscal 2025, driven by successful execution of a landmark multi-year project in the MENA region.
- Infrastructure revenues increased by over $15 million, or 16%, in fiscal 2025, with infrastructure operating income more than doubling year-over-year due to a favorable margin mix.
- Strengthened strategic partnership with Pessl Instruments by acquiring a 49.9% minority interest, aiming to accelerate integrated innovations and expand global reach.
- Commenced a significant investment of over $50 million to modernize and expand the largest global manufacturing facility in Lindsay, Nebraska.
- Free cash flow generation exceeded net earnings for the third consecutive year, demonstrating effective working capital management.
- Increased the quarterly stock dividend by 3%, committing to a new annual indicated rate of $1.48 per share.
- Executed $11.5 million in opportunistic share repurchases during fiscal 2025 and initiated a new share repurchase program authorizing up to an additional $150.0 million of common stock.
- Achieved a 140% of target payout for the overall Company financial performance component of the fiscal 2025 annual cash incentive awards, exceeding revenue, operating margin, and free cash flow goals.
- Maintained high stockholder approval for the non-binding 'say on pay' resolution, with approximately 94% of votes cast in favor at the Fiscal 2025 Annual Meeting.
- Demonstrated a continued focus on people and safety, evidenced by a meaningful year-over-year decline in the total recordable incident rate.
Negatives
- Experienced challenging agricultural market conditions in North America irrigation during fiscal 2025.
- The three-year relative total stockholder return for Performance Stock Units (PSUs) granted in fiscal 2023 was at the 19th percentile, resulting in a 0% payout for this component.
Risks
- Risks associated with business strategy.
- Competitive pressures in the markets served.
- Compliance with legal and regulatory requirements.
- Potential impacts of compensation plans on risk-taking.
- Exposure to global economic conditions.
- Cybersecurity risks and information security threats.
- Disruptive impact of technological change.
- Risks related to capital structure and allocation decisions.
- Risks inherent in mergers and acquisitions activities.
Future Outlook
The company is well-positioned for continued leadership in irrigation, infrastructure, and industrial technology solutions. It remains focused on driving measurable impact for customers and communities and leveraging its pedigree to drive continued expansion in attractive international growth markets. The investment in the Lindsay, Nebraska manufacturing facility is expected to transform operations through automation and advanced systems, improving operating efficiency, enhancing product quality, increasing adaptability, and addressing labor availability challenges. The company also retains an option to acquire the remainder of Pessl Instruments at a later date.
Management Comments
- Fiscal 2025 marked a year of significant achievements for the Company, as the Company’s disciplined execution and commitment to operational excellence drove meaningful value creation for stockholders.
- Despite challenging agricultural market conditions in North America irrigation, the Company’s focus on innovation, operational efficiency, and delivering large-scale solutions enabled the Company to deliver record net earnings and earnings per share and advance its long-term growth strategy.
- The resiliency of the Company’s operating model and the execution-focused mindset of the Company’s employees helped lead to growth in operating income and year-over-year improvement in operating margin.
- The Company is well-positioned for continued leadership in irrigation, infrastructure, and industrial technology solutions that conserve natural resources, expand our world’s potential, and enhance the quality of life for people around the world.
- Strong connections across borders create stronger outcomes.
Industry Context
The company operates in the irrigation, infrastructure, and industrial technology sectors, addressing global needs for water and food security. Its strategic acquisition of a minority interest in Pessl Instruments and development of AI-based products like TowerWatch align with broader industry trends towards advanced agricultural technology and smart water management solutions. The company's focus on international growth, particularly in the MENA region, capitalizes on emerging market demands for large-scale irrigation projects. The investment in manufacturing modernization reflects an industry-wide push for automation and efficiency to combat labor challenges and improve responsiveness.
Comparison to Industry Standards
- The company's executive compensation peer group for fiscal 2025 includes 20 publicly traded manufacturing and general industry companies of similar size and complexity, with significant international sales, such as Alamo Group, Inc., ESCO Technologies Inc., and Franklin Electric Co., Inc.
- For Performance Stock Units (PSUs), the Relative Total Stockholder Return is compared against a peer group of 30 S&P 600 companies in Agriculture and Farm Machinery, Construction Machinery and Heavy Transportation Equipment, and Industrial Machinery and Supplies and Components industries, including AGCO Corporation, Deere & Company, and Valmont Industries, Inc.
- The company's three-year relative total stockholder return for PSUs granted in fiscal 2023 was at the 19th percentile compared to its peer group, indicating underperformance in this specific metric.
- The company's three-year average return on invested capital (ROIC) for PSUs granted in fiscal 2023 was 12%, which resulted in a 96% payout for that component, suggesting performance close to target for this metric.
- The pay versus performance disclosure uses the S&P 600 Construction Machinery & Heavy Transportation Equipment Index as a peer group index for Total Shareholder Return comparison.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Senior Vice President and Chief Financial Officer | Brian L. Ketcham | Sam Hinrichsen | 2025-12-31 | Retirement of Mr. Ketcham; Mr. Hinrichsen commenced employment as Senior Vice President on November 3, 2025, and will officially succeed Mr. Ketcham on January 1, 2026. |
| President, Irrigation | Gustavo E. Oberto | Brian J. Magnusson | 2025-11-30 | Mutual agreement for Mr. Oberto's departure; Mr. Magnusson appointed effective December 1, 2025. |
| Director and Audit Committee Member | NA | Jahidul H. Khandaker | 2025-09-15 | Appointment to the Board of Directors and Audit Committee. |
| Audit Committee Member | Ibrahim Gokcen | NA | 2025-01-09 | Resigned from the Board of Directors due to a change in primary employment. |
| Audit Committee Member | Pablo Di Si | Consuelo E. Madere | 2025-01-08 | Ms. Madere appointed; Mr. Di Si ceased to serve. |
| Chairperson of Corporate Governance and Nominating Committee | Consuelo E. Madere | Pablo Di Si | 2025-01-08 | Mr. Di Si appointed Chairperson; Ms. Madere ceased to serve as a member. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adoption | Adopted the Lindsay Corporation Policy for the Recovery of Erroneously Awarded Compensation (Dodd-Frank Clawback Policy) in accordance with SEC rules. | 2023-10-02 | Mandates recovery of erroneously awarded incentive-based compensation due to accounting restatements for covered executive officers. |
| Policy Adoption | Adopted the Lindsay Corporation Supplemental Compensation Recovery Policy (Discretionary Clawback Policy). | 2024-07-01 | Allows discretionary recovery of performance-based compensation from executive officers and a broader group of employees in cases of accounting errors, material policy violations, restrictive covenant breaches, or misconduct. |
| Board Composition | Jahidul H. Khandaker appointed as a new independent director and member of the Audit Committee. | 2025-09-15 | Enhances board expertise in artificial intelligence, technology, cybersecurity, and international markets. |
| Committee Membership Change | Consuelo E. Madere appointed as a member of the Audit Committee; Pablo Di Si ceased to serve on the Audit Committee. | 2025-01-08 | Adjusts the composition of the Audit Committee. |
| Committee Membership Change | Ibrahim Gokcen resigned from the Audit Committee and Corporate Governance and Nominating Committee due to a change in primary employment. | 2025-01-09 | Requires replacement of a director and committee member. |
| Committee Leadership Change | Pablo Di Si appointed as Chairperson of the Corporate Governance and Nominating Committee. | 2025-01-08 | Changes leadership of a key board committee. |
| Equity Award Policy | New 2025 Long-Term Incentive Plan for fiscal 2026 and beyond changes acceleration of vesting for RSUs and options upon change in control. | 2025-09-01 | Limits automatic acceleration of vesting for RSUs and options upon change in control unless awards are not assumed/substituted or adjustments are not made to preserve value. |
Stakeholder Impact
- Shareholders: Benefited from record net earnings and EPS, increased quarterly dividends (3% increase to $1.48 annual rate), and significant share repurchases ($11.5 million in fiscal 2025, new $150 million program).
- Employees: Prioritized focus on people and safety, with a meaningful year-over-year decline in total recordable incident rate. Executive compensation program aims to attract, retain, and motivate key executives.
- Customers: Benefited from significant commercial achievements, including large-scale irrigation projects and new innovative products like TowerWatch, designed to save time and resources.
- Communities: Recognized as a United Way of the Midlands Corporate Partner of the Year, reflecting employee generosity and community spirit.
Next Steps
- Annual Meeting of Stockholders on January 6, 2026, to elect three directors, ratify KPMG LLP as independent auditor, and conduct a non-binding advisory vote on executive compensation.
- Sam Hinrichsen will officially succeed Brian L. Ketcham as Senior Vice President and Chief Financial Officer effective January 1, 2026.
- Brian J. Magnusson will succeed Gustavo E. Oberto as President, Irrigation, effective December 1, 2025.
- Continued execution on the investment of over $50 million to modernize and expand the Lindsay, Nebraska manufacturing facility.
- Collaboration with Pessl Instruments on the development of new AI-based products.
- Potential future acquisition of the remainder of Pessl Instruments.
Key Dates
| Date | Description |
|---|---|
| 2020-09-01 | Start of fiscal year 2021. |
| 2021-01-01 | Randy A. Wood succeeded Timothy L. Hassinger as PEO. |
| 2021-08-31 | End of fiscal year 2021. |
| 2022-05-01 | Effective date of the Lindsay Corporation Nonqualified Deferred Compensation Plan. |
| 2022-08-31 | End of fiscal year 2022. |
| 2023-08-31 | End of fiscal year 2023; end of three-year performance period for PSUs granted in fiscal 2023. |
| 2023-10-02 | Effective date of the Lindsay Corporation Policy for the Recovery of Erroneously Awarded Compensation (Dodd-Frank Clawback Policy). |
| 2023-12-31 | BlackRock, Inc. Schedule 13G/A filing date. |
| 2024-01-22 | BlackRock, Inc. filed Schedule 13G/A. |
| 2024-02-13 | The Vanguard Group and Neuberger Berman Group LLC filed Schedule 13G/A. |
| 2024-07-01 | Effective date of the Lindsay Corporation Supplemental Compensation Recovery Policy (Discretionary Clawback Policy). |
| 2024-08-31 | End of fiscal year 2024. |
| 2024-10-28 | Grant date for fiscal 2025 long-term incentive awards (PSUs, RSUs, stock options) to Named Executive Officers; exercise price for nonqualified stock options set at $121.16. |
| 2024-11-01 | Value realized on vesting calculated using $119.79 closing price for certain RSUs and PSUs. |
| 2025-01-08 | Ms. Madere appointed as a member of the Audit Committee; Mr. Di Si ceased to serve as a member of the Audit Committee; each continuing non-employee director received an award of 973 RSUs. |
| 2025-01-09 | Ibrahim Gokcen resigned as a member of the Audit Committee and Corporate Governance and Nominating Committee when he resigned from the Board of Directors. |
| 2025-07-23 | Company announced CFO Brian L. Ketcham's intent to retire from his position effective December 31, 2025. |
| 2025-08-31 | End of fiscal year 2025; Pay Ratio Date; assumed date for hypothetical termination and change in control scenarios. |
| 2025-09-01 | Start of fiscal year 2026. |
| 2025-09-15 | Jahidul H. Khandaker appointed as a member of the Board of Directors and as a member of the Audit Committee. |
| 2025-10-08 | Deadline for stockholder proposals for next year's Annual Meeting (excluding those for proxy statement inclusion). |
| 2025-10-10 | Deadline for written notice of matters for the Annual Meeting for discretionary voting by proxy. |
| 2025-10-14 | Company announced Sam Hinrichsen to succeed Mr. Ketcham as Senior Vice President and Chief Financial Officer effective January 1, 2026. |
| 2025-11-01 | Vesting date for 973 RSUs granted to non-employee directors on January 8, 2025. |
| 2025-11-03 | Sam Hinrichsen commenced employment with the Company as Senior Vice President; Company and Mr. Oberto mutually agreed that Mr. Oberto will depart from his employment as President, Irrigation, effective November 30, 2025; Brian J. Magnusson appointed to succeed Mr. Oberto as President, Irrigation, effective December 1, 2025. |
| 2025-11-10 | Record Date for stockholders entitled to notice of, and to vote at, the Annual Meeting. |
| 2025-11-21 | Proxy Statement and proxy cards first mailed to stockholders. |
| 2026-01-01 | Sam Hinrichsen officially succeeds Mr. Ketcham as Senior Vice President and Chief Financial Officer. |
| 2026-01-05 | Deadline for internet and telephone voting instructions for the Annual Meeting (11:59 p.m. Eastern Time). |
| 2026-01-06 | Annual Meeting of Stockholders to be held virtually at 8:30 a.m., Central Standard Time. |
| 2026-03-31 | First installment of $75,000 cash compensation payable to Mr. Ketcham under his consulting agreement. |
| 2026-06-30 | Second installment of $75,000 cash compensation payable to Mr. Ketcham under his consulting agreement. |
| 2026-07-24 | Deadline for stockholder proposals to be included in the Company's Proxy Statement and form of proxy relating to next year's Annual Meeting. |
| 2026-08-31 | End of fiscal year 2026; end of three-year performance period for PSUs granted in fiscal 2024. |
| 2026-09-08 | Earliest date for stockholder nominations for directors or stockholder proposals for next year's Annual Meeting (other than proposals for inclusion in the Proxy Statement). |
| 2026-09-30 | Third installment of $75,000 cash compensation payable to Mr. Ketcham under his consulting agreement. |
| 2026-10-08 | Latest date for stockholder nominations for directors or stockholder proposals for next year's Annual Meeting (other than proposals for inclusion in the Proxy Statement). |
| 2026-11-01 | Cliff vesting date for PSUs granted in fiscal 2024. |
| 2026-12-31 | End of Mr. Ketcham's Consulting Period. |
| 2027-08-31 | End of fiscal year 2027; end of three-year performance period for PSUs granted in fiscal 2025. |
| 2027-11-01 | Cliff vesting date for PSUs granted in fiscal 2025. |
| 2028-10-22 | Expiration date for some stock options. |
| 2028-10-31 | Expiration date for some stock options. |
| 2029-08-31 | End of fiscal year 2029; term end for newly elected directors. |
| 2029-10-31 | Expiration date for some stock options. |
| 2030-10-26 | Expiration date for some stock options. |
| 2031-01-04 | Expiration date for some stock options. |
| 2031-10-25 | Expiration date for some stock options. |
| 2032-10-24 | Expiration date for some stock options. |
| 2033-10-23 | Expiration date for some stock options. |
| 2034-10-28 | Expiration date for some stock options. |
Recommendation
buyThe company delivered record net earnings and EPS in fiscal 2025, demonstrating strong operational execution and resilience despite challenging market conditions in North America irrigation. Significant growth in international irrigation and infrastructure segments, coupled with strategic investments in technology (Pessl Instruments, AI-based products) and manufacturing modernization, positions the company for continued long-term growth. Shareholder returns are prioritized through increased dividends and a substantial new share repurchase program. While the past relative TSR performance was weak, the overall financial health, strategic direction, and commitment to shareholder value suggest a positive outlook for investors.
Keywords
Lindsay Corporation, SEC Filing, Proxy Statement, Fiscal 2025, Net Earnings, EPS, Irrigation, Infrastructure, Agricultural Technology, Pessl Instruments, Road Zipper System, Share Repurchase, Dividends, Executive Compensation, Corporate Governance, Board of Directors, Risk Management, Manufacturing, Water Management, SmartPivot Solutions, FieldNET, MENA Region
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