Janaki Sivanesan
About Janaki Sivanesan
Independent director (since 2008) and Chair of the Audit Committee; age 53. Practicing attorney and founding principal of a middle‑market private equity firm; formerly a partner at a large New York law firm. Admitted to the Georgia bar (1996) and New York bar (2007). Current public company directorship: Essential Properties Realty Trust, Inc. (director since 2020). Audit Committee financial expert as defined by the SEC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hayfin Capital Management, LLC (f/k/a Kingsland Capital Management, LLC) | General Counsel & Chief Compliance Officer | 2011–2018 | Led legal/compliance for alternative asset manager |
| Private equity firm (founding principal) | Principal/Investor | Not disclosed (current) | Focus on middle‑market investments; M&A and financing expertise |
| Large New York law firm | Partner | Not disclosed (prior) | Corporate transactions; cross‑border work (incl. India) |
| Self‑employed (law practice) | Attorney | Since 2009 | Corporate/M&A, capital markets, outsourcing/manufacturing expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essential Properties Realty Trust, Inc. (NYSE: EPRT) | Director | Since 2020 | Public REIT board experience; committee roles not disclosed here |
Board Governance
- Independence: Board determined Ms. Sivanesan is independent under Nasdaq and SEC rules. Board has six independent directors overall.
- Committee assignments: Chair, Audit Committee; designated Audit Committee financial expert. Audit Committee met 5 times in FY2024.
- Audit scope: Oversees financial reporting, internal audit, auditor appointment, legal/regulatory compliance, review/approval of related‑person transactions, and cyber/IT/data security and business continuity risks.
- Attendance and engagement: Board met 5 times in FY2024; all directors attended at least 75% of Board/committee meetings and attended the 2024 Annual Meeting.
- Board leadership/structure: Presiding Independent Director is Richard Porter; facilitates executive sessions and agenda‑setting. Executive Chairman is Michael Doar.
- Nominating & Governance and Compensation Committee meeting cadence for context: 4 and 5 meetings in FY2024, respectively.
Fixed Compensation (Director, FY2024)
| Component | Amount (USD) | Detail |
|---|---|---|
| Non‑employee director annual retainer (cash) | 45,000 | $11,250 per quarter |
| Audit Committee Chair retainer (cash) | 10,000 | $2,500 per quarter |
| Total Cash Fees | 55,000 | Matches Director Compensation Table |
Performance Compensation (Director Equity, FY2024)
| Grant date | Instrument | Shares | Fair value (USD) | Vesting |
|---|---|---|---|---|
| Mar 14, 2024 | Restricted Shares | 3,813 | 79,997 | Vests at 1 year or next Annual Meeting (earlier); grant at $20.98/share |
- Equity design notes for directors: Annual equity is time‑based restricted stock; no options granted to non‑employee directors in FY2024; dividends on unvested awards are not paid prior to vesting. Plan caps director equity at $300,000 grant date fair value per year.
Other Directorships & Interlocks
- Current public company board: Essential Properties Realty Trust, Inc. (since 2020). No compensation committee interlocks disclosed among Hurco’s Compensation Committee members; none of Hurco’s executive officers served on another company’s compensation committee.
- No related‑party transactions involving Ms. Sivanesan disclosed. Hurco reported no related‑person transactions in FY2024; FY2023 had a transaction with a company in which the Executive Chairman has an interest (reviewed under Audit Committee policy).
Expertise & Qualifications
- Corporate/M&A, capital markets, and complex transactions; cross‑border manufacturing/outsourcing (notably India).
- Legal/compliance leadership (former GC/CCO); SEC “audit committee financial expert.”
- Public company governance (Hurco; EPRT).
Equity Ownership (Alignment)
| Category | Shares | Notes/Calculation |
|---|---|---|
| Total beneficial ownership | 31,705 | Includes 34 shares held by an immediate family member |
| Unvested restricted shares | 3,813 | March 14, 2024 grant; unvested as of FYE |
| Estimated vested shares | 27,892 | 31,705 − 3,813 (includes family‑held 34 shares) |
| Shares outstanding (reference) | 6,644,286 | As of Jan 7, 2025 |
| Ownership as % of outstanding | ~0.48% | 31,705 ÷ 6,644,286 (derived) |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging for directors/executives |
| Ownership guidelines | In effect | Executives and directors must comply with stock ownership requirements; unvested RS count toward compliance; pledges excluded from compliance calc |
Governance Assessment
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Strengths
- Deep legal/compliance and capital markets experience; serves as SEC‑defined audit committee financial expert and chairs Audit during a period of enhanced focus on cyber/IT/data security oversight.
- Strong independence signals: long‑standing independent director; robust related‑party oversight at Audit; no FY2024 related‑party transactions; hedging/pledging prohibited; clawback (recoupment) policy in place.
- Pay governance alignment: Director pay balanced between modest cash retainers and time‑based equity; non‑employee director equity capped by plan; dividends not paid on unvested awards.
- Shareholder support: Say‑on‑pay approval ~99% at 2024 meeting (multi‑year high approval trend), indicating positive investor sentiment toward pay practices.
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Watch items
- Tenure since 2008 may raise independence perception concerns for some investors who favor periodic board refreshment; however, Board maintains a Presiding Independent Director structure and annual self‑evaluations via Nominating & Governance.
- Equity plan share increase proposal (2025 ballot) would raise potential dilution to ~11.3% if approved (from ~1.8% currently available); Audit governance remains robust, but investors may scrutinize share usage and burn rate at the plan level.
- FY2023 related‑party sale involving Executive Chairman (none in FY2024); Audit Committee has formal approval authority for related‑person transactions.
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Overall view: Ms. Sivanesan’s long tenure is offset by strong audit credentials, independence, and policy discipline (hedging/pledging prohibitions, clawback). Her external REIT board role and private equity/legal background enhance financial oversight and transaction diligence—beneficial for Hurco’s risk and capital allocation oversight.