Benjamin Rashleger
About Benjamin Rashleger
Benjamin Rashleger, 49, is an independent director nominee to the Hurco Companies, Inc. board for election at the March 13, 2025 annual meeting. He is a machine tool industry executive with leadership experience across manufacturing, distribution, and CNC machining, most recently serving as President of Machine Tools for Concept Advanced Manufacturing Solutions since 2019. He previously was CEO and director of WSI Industries (public company) from 2009–2017 and held senior roles (President, CFO, Director of Operations) at Milltronics Manufacturing Company from 1991–2008. The Board has affirmatively determined Mr. Rashleger is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Concept Advanced Manufacturing Solutions | President, Machine Tools | 2019–present | Responsible for machine tool division across multi‑state distributor footprint; experience in manufacturing, distribution, product development, sales and marketing, finance, M&A, and international operations . |
| WSI Industries (public) | Chief Executive Officer and Director | 2009–2017 | Led publicly‑traded CNC contract manufacturer serving recreational products, aerospace, defense, and energy; board oversight and operating leadership . |
| Milltronics Manufacturing Company | President and CFO; later Director of Operations | 1991–2008 | Senior operating and financial leadership prior to sale; subsequent operational leadership post‑transaction . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private waterjet CNC equipment manufacturer | Director | Current | Board oversight for private industrial OEM (specific committees not disclosed) . |
| Private CNC contract manufacturer | Director | Current | Board oversight for private CNC machining company (specific committees not disclosed) . |
Board Governance
- Independence: Board determined Mr. Rashleger (director nominee) is independent under Nasdaq/SEC standards .
- Board size and leadership: 8 members; Executive Chairman leads the Board; Richard Porter serves as Presiding Independent Director (lead independent) overseeing executive sessions and agendas .
- Committees are fully independent; Audit has two “financial experts”; Comp and Nominating & Governance are independent .
- Board meetings and attendance: Board met 5 times in FY2024; all directors met at least 75% attendance; all incumbent directors and director nominees attended the 2024 annual meeting .
Committee assignment status for Mr. Rashleger:
| Committee | Assignment |
|---|---|
| Audit | None indicated in nominee matrix . |
| Compensation | None indicated in nominee matrix . |
| Nominating & Governance | None indicated in nominee matrix . |
Fixed Compensation
Expected non‑employee director cash retainer structure (FY2024 program; guides likely compensation post‑election):
| Component | Q1 ($) | Q2 ($) | Q3 ($) | Q4 ($) | Total ($) |
|---|---|---|---|---|---|
| Annual director retainer | 11,250 | 11,250 | 11,250 | 11,250 | 45,000 |
| Presiding Independent Director retainer | 3,750 | 3,750 | 3,750 | 3,750 | 15,000 |
| Audit Committee chair | 2,500 | 2,500 | 2,500 | 2,500 | 10,000 |
| Compensation Committee chair | 1,875 | 1,875 | 1,875 | 1,875 | 7,500 |
| Audit Committee member retainer | 1,250 | 1,250 | 1,250 | 1,250 | 5,000 |
- Travel expenses reimbursed for board meetings .
- Annual non‑employee director equity award capped at $300,000 grant date fair value under the 2016 Plan .
Performance Compensation
Director equity is time‑based restricted stock; no performance metrics are applied to director pay.
| Equity Component | Grant detail | Vesting | Value |
|---|---|---|---|
| Annual restricted stock (FY2024 precedent) | 3,813 restricted shares granted March 14, 2024 to each non‑employee director | Vests earlier of one year from grant or next annual meeting | $79,997 grant date fair value (3,813 × $20.98 close) |
| Indicative annual director award (plan disclosure) | Approx. $80,000 restricted stock annually for non‑employee directors | One‑year vest from meeting to meeting (≥50 weeks) | ~$80,000 per director |
- No director PSUs or option awards disclosed; dividends on unvested awards follow award restrictions; hedging/derivatives prohibited .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 (per nominee matrix) . |
| Prior public company boards | WSI Industries (CEO and director) . |
| Committee interlocks | No compensation committee interlocks in FY2024 . |
| Related‑party transactions | None disclosed for FY2024; Audit Committee must review/approve any related‑person transactions . |
Expertise & Qualifications
- Deep CNC sector expertise spanning manufacturing, distribution, product development, sales/marketing, finance, M&A, and international operations .
- Board skills matrix includes financial analysis/accounting, risk management, international operations, strategic planning, and M&A among nominee competencies (Rashleger contributes to multiple categories) .
Equity Ownership
| Holder | Shares Owned (as of Jan 7, 2025) | % Ownership | Notes |
|---|---|---|---|
| Benjamin Rashleger | 0 | • | New nominee; stock ownership guidelines for directors are overseen by the Nominating & Governance Committee (specific multiple not disclosed) . |
- Hedging, pledging, short sales, and derivative transactions in company stock are prohibited for directors .
Governance Assessment
- Independence and industry fit: The Board affirmed Rashleger’s independence and his CNC industry experience should strengthen board effectiveness in operations, distribution, and M&A oversight .
- Committee roles: No committee assignments are indicated pre‑election; post‑election placements will matter for audit and compensation oversight influence .
- Alignment and director pay: Cash retainer and time‑based restricted stock (~$80k/year) is typical, with plan discipline (minimum vesting, no repricing, director award cap) and strong misconduct/recoupment protections across company policies .
- Investor signals: Hurco’s say‑on‑pay support was ~99% in 2024, indicating positive shareholder sentiment toward governance and compensation practices more broadly .
- Conflicts and RED FLAGS to monitor:
- Potential distributor overlap: Rashleger’s executive role at a multi‑state CNC equipment distributor could present related‑party exposure if transactions involve Hurco; no such transactions are disclosed for FY2024, and Audit Committee approval is required for any related‑person transactions .
- Hedging/pledging prohibitions and mandatory Audit Committee review of related‑person transactions reduce risk; no conflicts disclosed for Rashleger in FY2024 .
- Board leadership concentration: Executive Chairman structure is counterbalanced by a Presiding Independent Director and independent committees; continued oversight remains important .