Cynthia Dubin
About Cynthia Dubin
Cynthia Dubin, age 63, has served as an independent director of Hurco Companies, Inc. since 2019. She is a seasoned CFO and board director with deep expertise in international corporate finance, capital markets, risk oversight, and audit, and is designated an “audit committee financial expert.” At Hurco, she serves on the Audit Committee; externally she chairs audit and risk committees at major UK institutions, evidencing strong governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franchise Group, Inc. | Director; Audit Committee Chair; Compensation Committee member | May 2021 – Aug 2023 | Led audit oversight; contributed to comp decisions |
| Synthomer plc | Director; Audit Committee Chair; Remuneration & Nomination Committees | Sep 2020 – Nov 2022 | Chaired audit; served on pay and nominating governance |
| Babcock & Wilcox Enterprises, Inc. | Director; Audit Committee Chair; Governance Committee member | 2015 – Sep 2020 | Chaired audit; governance committee member |
| Pivot Power LLP | Chief Financial Officer | Aug 2018 – Mar 2019 | CFO of EV infrastructure/power storage leader |
| JKX Oil & Gas Ltd. | Chief Financial Officer | 2011 – 2016 | LSE-listed E&P CFO |
| Canamens Ltd. | Chief Financial Officer | 2006 – 2011 | Private equity-backed E&P CFO |
| Edison Mission Energy | European CFO | Not disclosed | Large-scale power generation CFO (Europe) |
| Irving Trust Company | Project finance banker | Career start | Project finance foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.K. Competition and Markets Authority (CMA) | Board member; Chair of Nominations; Chair of Audit & Risk Assurance | Since Feb 2019 | Chairs key governance committees for UK competition regulator |
| ICE Futures Europe | Director; Chair of Risk & Audit Committee | Since Dec 2020 | Chairs risk and audit oversight at major futures exchange |
Board Governance
- Independence: Board affirmatively determined Ms. Dubin is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee member; qualifies as an “audit committee financial expert” .
- Attendance and engagement: Board met 5 times in FY2024; all directors attended at least 75% of aggregate Board and committee meetings; all nominees attended the 2024 Annual Meeting .
- Board structure and checks: Executive Chairman (Michael Doar) leads the Board; Richard Porter serves as Presiding Independent Director, overseeing executive sessions and agenda setting, which mitigates leadership concentration risk .
Fixed Compensation
| Component | FY2024 Amount | Details |
|---|---|---|
| Non-employee director cash retainer | $45,000 | $11,250 per quarter |
| Audit Committee member retainer | $5,000 | $1,250 per quarter |
| Total cash fees (Ms. Dubin) | $50,000 | Consistent with retainer schedule |
| Equity grant – restricted shares | $79,997 | 3,813 shares granted on March 14, 2024; grant-date price $20.98; vest at 1 year or next Annual Meeting |
| Travel reimbursement | Not quantified | Paid as incurred (excluded from table totals) |
Performance Compensation
| Element | Performance Metric(s) | Payout Basis | FY2024 Status |
|---|---|---|---|
| Director equity | None (time-based restricted shares) | Time-based vesting; no performance linkage | 3,813 restricted shares granted; vest after 1 year/next Annual Meeting |
Hurco’s director program uses cash retainers plus time-based restricted stock; there are no performance-linked metrics disclosed for non-employee director compensation .
Other Directorships & Interlocks
- Current other public company boards: 0 (as disclosed in nominee matrix) .
- Prior public company boards: Babcock & Wilcox Enterprises, Synthomer plc, Franchise Group, Inc. (roles summarized above) .
- Potential interlocks/conflicts: None disclosed for Ms. Dubin. Related-person transactions are subject to Audit Committee review/approval; FY2024 had none; FY2023 included a machine sale (~$499,000) to an entity affiliated with the Executive Chairman, sold at standard terms (oversight relevance for Audit Committee members) .
Expertise & Qualifications
- Audit and risk oversight: Designated audit committee financial expert; chairs audit/risk at CMA and ICE Futures Europe .
- Finance and capital markets: Former CFO across multiple companies; deep experience in M&A and international finance .
- Governance: Extensive committee leadership; experience across remuneration/nomination and governance committees .
- Industry exposure: Energy, chemicals, manufacturing; international operations .
Equity Ownership
- Recent director equity grant: 3,813 restricted shares (March 14, 2024), grant-date fair value $79,997; vest one year or at the next Annual Meeting, whichever earlier .
- Hedging/pledging: Directors are prohibited from hedging, pledging, margining, short sales, and derivative transactions in Hurco securities under the Insider Trading Policy .
- Director stock ownership guidelines: Overseen by the Nominating & Governance Committee (specific director thresholds not disclosed in the cited sections) .
Governance Assessment
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Strengths:
- Independent director with strong audit credentials; designated financial expert enhances Audit Committee effectiveness .
- High engagement: Attendance thresholds met; active committee structure with five Audit Committee meetings in FY2024 .
- Balanced director pay structure with equity grants aligns incentives, and hedging/pledging prohibitions support ownership alignment .
- External regulatory and market infrastructure roles (CMA, ICE Futures Europe) signal rigorous risk and governance orientation .
-
Watchpoints/RED FLAGS:
- Board leadership concentration with Executive Chairman; mitigated by Presiding Independent Director oversight and independent committees .
- Related-party transaction in FY2023 involving the Executive Chairman’s affiliate underscores the importance of continued robust Audit Committee review; none in FY2024 .
- Share reserve expansion under the equity plan may increase dilution; however, director equity grants are limited and capped by plan features (non-employee director annual cap $300,000) .
Overall, Ms. Dubin’s profile reflects strong governance and financial oversight capabilities, with independence and audit expertise providing positive signals for board effectiveness at Hurco .