Sonja K. McClelland
About Sonja K. McClelland
Sonja K. McClelland (age 53) has served as an independent director of The Gorman-Rupp Company since 2019 and is the Audit Committee Chair and a member of the Compensation Committee. She is Executive Vice President, Treasurer, and Chief Financial Officer of Hurco Companies, Inc., with nearly 30 years of experience in public accounting and corporate finance; she qualifies as an “audit committee financial expert.” Her background spans SEC reporting, compliance risk management, international tax strategies, FX risk management, investor relations, strategic planning, M&A, systems implementations, and corporate governance matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hurco Companies, Inc. | Executive Vice President; Treasurer & CFO | EVP since 2017; Treasurer & CFO since Mar 2014 | Senior financial leader; SEC reporting, FP&A, IR, governance; qualifies as audit committee financial expert . |
| Hurco Companies, Inc. | Corporate Secretary | Mar 2014–Mar 2021 | Corporate governance, board liaison . |
| Hurco Companies, Inc. | Corporate Controller & Assistant Secretary | Appointed Nov 2004 | Principal Financial and Accounting Officer; complex international structures . |
| Hurco Companies, Inc. | Various finance & accounting roles | Since Sep 1996 | Progressive leadership across finance and operations . |
| Arthur Andersen LLP | Audit/Accounting | Prior to Hurco | Public accounting foundation . |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Hurco Companies, Inc. (NASDAQ:HURC) | Executive Vice President; Treasurer & CFO | No | Operating executive role; not disclosed as a board directorship . |
| Other public company boards | — | None disclosed | Director qualifications chart lists “Board of Directors Experience” X only for Bullock and Petrella; McClelland not marked . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent; all non-employee directors except Jeffrey S. Gorman meet NYSE/SEC independence; no Item 404 related-party relationships disclosed . |
| Committees | Audit (Chair); Compensation (Member); not on Governance & Nominating . |
| Committee Meetings (2024) | Audit: 5; Compensation: 6; Governance & Nominating: 5 . |
| Attendance | All directors attended at least 75% of aggregate board and committee meetings; 2024 board held 5 meetings; independent directors held executive sessions at each regular board meeting; all directors attended the 2024 annual meeting . |
| Lead Independent Director | M. Ann Harlan; re-elected Apr 25, 2024; presides over executive sessions . |
| Governance Practices | Overboarding policy; director stock ownership policy; board/committee self-evaluations; risk oversight allocation across committees . |
| Related Party Transactions | None required to be reported under Item 404; annual review process and controls . |
- Audit Committee report signed by McClelland (Chair); all members independent and qualify as audit committee financial experts .
- 2025 annual meeting voting (Item 5.07): McClelland received 20,622,029 “For” and 87,459 “Withheld” votes; broker non-votes 2,591,481 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Standard non-employee director cash retainer . |
| Audit Committee Chair retainer | Prorated; $10,000/yr through Apr 25, 2024; $15,000/yr effective Apr 26, 2024 | Chair premium increased effective Apr 26, 2024 . |
| Total cash fees earned | $68,406 | Includes prorated Audit Chair premiums . |
| Equity Grant (2024) | Grant Date | Shares | Grant-Date Fair Value per Share | Total Grant-Date Fair Value |
|---|---|---|---|---|
| Common Shares (from treasury) | May 8, 2024 | 2,759 | $32.62 | $90,000 . |
- Director stock ownership policy: minimum ownership equal to 5× annual cash retainer; prohibits most sales until minimum met .
Performance Compensation
| Item | Director Application | Company Metric (for executive PSUs) | Weighting | Notes |
|---|---|---|---|---|
| Performance-linked pay for directors | None disclosed | Adjusted operating income growth | 67% | Applies to executive PSU awards, not director pay . |
| Average operating working capital to sales | 33% | Executive PSUs; two-year performance periods; three-year vesting . |
- McClelland’s director equity grant is an outright share grant; no vesting schedule or performance conditions disclosed for directors .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed . |
| Compensation Committee interlocks | None in 2024; no relationships constituting interlocks under SEC rules . |
| Shared directorships with competitors/suppliers/customers | Not disclosed; related-party review found no Item 404 transactions . |
Expertise & Qualifications
- Audit committee financial expert designation; extensive public accounting and financial reporting experience .
- Deep expertise across manufacturing operations, international organizational structures, transfer pricing, international tax, FX risk management, SEC reporting, compliance, systems implementations, and corporate governance .
- Strategic planning, acquisitions/divestitures, investor relations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis |
|---|---|---|---|
| Sonja K. McClelland | 11,929 | ~0.045% | 11,929 / 26,227,540 shares outstanding as of Feb 24, 2025 . |
| Director Ownership Guideline | ≥5× cash retainer | $275,000 guideline value | 5 × $55,000 cash retainer . |
| Indicative Value of Holdings vs Guideline | ~$451,962 vs $275,000 | Appears to meet | 11,929 × $37.92 closing price (12/31/24) = ~$451,962; price reference $37.92 ; guideline formula . |
- Hedging, short sales, and pledging of Company stock are prohibited for directors; directors may not hold Company securities in margin accounts or pledge as collateral .
Governance Assessment
- Committee leadership: As Audit Chair and Compensation Committee member, McClelland is central to financial integrity and pay governance; Audit Committee report evidences active oversight of auditor independence, internal controls, ERM (including cyber), and compliance .
- Independence and attendance: Affirmed independent; board held 5 meetings and committees held 16; all directors met attendance expectations (≥75%) and attended the annual meeting; independent directors held executive sessions at each regular meeting .
- Alignment: Director compensation is equity-heavy (cash $68,406 vs equity grant $90,000; ~43% cash/57% equity), consistent with ownership alignment; stock ownership policy at 5× cash retainer reinforces alignment .
- Shareholder signals: 2025 say-on-pay support was 19,932,898 For vs 659,655 Against (≈96.8% approval), indicating strong shareholder confidence in compensation governance .
- Conflicts and related-party: No Item 404 related-party transactions; board conducts annual conflict reviews; separate case of a former director not re-nominated due to potential commercial conflicts underscores board vigilance (not related to McClelland) .
- Risk indicators: No legal proceedings, option repricing, tax gross-ups, or hedging/pledging practices disclosed; clawback policy approved (applies to performance share awards) .
- Potential time-commitment risk: Dual responsibilities as Hurco CFO and GRC Audit Chair/Comp Committee member could raise overboarding/time-capacity concerns; GRC maintains an overboarding policy and attendance met thresholds, mitigating risk to date .
RED FLAGS: None directly identified for McClelland in 2024–2025 disclosures; monitor ongoing time commitments given external CFO role and audit chair duties, and any evolving commercial relationships between GRC and Hurco (none disclosed) .