Jay C. Longbottom
About Jay C. Longbottom
Independent director of Hurco Companies, Inc. since 2015; age 71. Former CEO and President of Haldex AB (2011–2012), with deep experience in finance, M&A, and international manufacturing operations; currently Operating Partner at BERKS Group (since 2018). The Board has affirmatively determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haldex AB (public, Sweden) | CEO & President; previously EVP, Head of Commercial Vehicle Systems; President, Hydraulics Division | 2002–2012; CEO 2011–2012 | Led global operations and profitability initiatives |
| Robert Family Holdings (private) | CEO; Director; Audit Committee Chair | Director 2008–2017; Chair 2008–2013; CEO 2013–2017 | Financial oversight, audit leadership, portfolio management |
| Trostel, LLC (private) | CEO | ~1 year prior to RFH tenure | Operated specialty manufacturing business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BERKS Group (private investment initiative) | Operating Partner | 2018–present | Portfolio support, investment operations |
| Various privately-held companies | Director | Current | Serves on two private company boards |
| Other public company boards | — | — | None currently (Other Public Company Boards: 0) |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Governance Committee member (neither chair) .
- Independence and attendance: Board determined he is independent; Board met 5 times in FY2024; all directors attended at least 75% of aggregate Board/committee meetings; all incumbents attended the 2024 AGM .
- Committee engagement: Compensation Committee held 5 meetings; Nominating & Governance held 4 in FY2024. Compensation Committee interlocks/insider participation: none reported .
- Board leadership: Executive Chairman structure is counterbalanced by a Presiding Independent Director (Richard Porter) overseeing executive sessions and agenda setting .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Cash retainer | 45,000 | Non-employee director retainer: $11,250 per quarter |
| Committee chair fees | 0 | Not a chair; Compensation Chair (Gardner) retainer $7,500; Audit Chair (Sivanesan) $10,000 |
| Presiding Independent Director retainer | 0 | Applies to Porter ($15,000) |
| Total cash | 45,000 | Travel expenses reimbursed (excluded from table) |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value ($) | Vesting Details |
|---|---|---|---|---|
| Restricted shares (time-based) | Mar 14, 2024 | 3,813 | 79,997 (3,813 × $20.98) | Vest one year from grant or at next Annual Meeting, whichever earlier |
- Directors receive time-based restricted stock only; no PSUs or performance metrics tied to director compensation are disclosed .
Other Directorships & Interlocks
- Other public company boards: 0 .
- Compensation Committee interlocks: none; no member was an officer/employee of the Company, and no interlocking relationships requiring disclosure were present .
Expertise & Qualifications
- Finance, mergers & acquisitions, and international manufacturing operations expertise; prior public company CEO experience (Haldex AB) .
- Board considers diversity of background and skills; Longbottom’s experience contributes to strategic planning and global operations competency on the Board .
Equity Ownership
| Holder | Beneficial Shares | Includes Unvested Restricted | % of Shares Outstanding |
|---|---|---|---|
| Jay C. Longbottom | 20,414 | 3,813 unvested | ~0.31% (computed from 20,414 ÷ 6,644,286 shares outstanding as of Jan 7, 2025 ) |
- Hedging, pledging, margin, and derivative transactions in Company stock are prohibited for directors under the Insider Trading Policy .
Governance Assessment
-
Alignment and independence: Independent status, meaningful committee service on Compensation and Nominating & Governance, and strong attendance support board effectiveness .
-
Compensation mix and alignment: Balanced director pay structure with modest cash retainer and time-based equity promotes ownership alignment; 3,813 RS granted vest within one year, linking compensation to stock performance without short-term metrics that could incentivize risk .
-
Ownership: Direct beneficial ownership and continuing annual equity grants provide “skin in the game”; hedging/pledging prohibitions enhance alignment .
-
Conflicts/related-party exposure: Audit Committee must pre-approve related-person transactions; none requiring disclosure in FY2024, and no transaction disclosed involving Longbottom; 2023 RPT involved the Executive Chairman (Doar), not Longbottom .
-
Shareholder confidence signals: Say-on-pay approval ~99% at the 2024 Annual Meeting; consistent multi-year high support indicates investor confidence in compensation governance overseen by committees Longbottom serves on .
-
Watchpoints: Executive Chairman leadership structure persists, but mitigated by Presiding Independent Director and majority-independent board; continue monitoring for any future RPTs or changes in committee roles that could affect independence optics .
-
RED FLAGS: None disclosed specific to Longbottom (no RPTs, no hedging/pledging, independent, adequate attendance) .