Jonathon D. Wright
About Jonathon D. Wright
Hurco’s General Counsel since 2016 and Corporate Secretary since March 2021, Jonathon D. Wright (age 42) oversees global legal, governance, compliance, M&A, and risk matters; he joined Hurco in September 2016 after practicing corporate/M&A law at Dentons Bingham Greenebaum LLP . Hurco’s operating backdrop during his tenure has been cyclical: FY2024 sales and service fees fell 18% to $186.6M with a net loss of $16.6M (including an $8.6M non‑cash tax valuation allowance) . Over the FY2022–FY2024 PSU measurement window, Hurco’s three‑year TSR was −32.5% versus its peer set methodology, and the Pay‑vs‑Performance table shows cumulative TSR index values of $72.92 (FY2022), $64.71 (FY2023), and $69.05 (FY2024) on a $100 base .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hurco Companies, Inc. | General Counsel | 2016–present | Leads corporate legal, M&A, contracts, IP, compliance, and enterprise legal risk |
| Hurco Companies, Inc. | Corporate Secretary | 2021–present | Board governance, secretary duties, proxy/annual meeting processes (signed 2025 proxy notice) |
| Dentons Bingham Greenebaum LLP | Attorney (Corporate/M&A) | Pre‑2016 | Advised on M&A, capital formation, and complex transactions before joining Hurco |
External Roles
No external directorships or other public-company board roles for Mr. Wright are disclosed in Hurco’s FY2024 10‑K executive officer section or the 2025 DEF 14A .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base salary (actual paid) | $219,182 | $256,008 | $286,428 |
| All other compensation | $15,889 | $20,867 | $16,020 |
| Total reported compensation | $431,224 | $445,001 | $452,405 |
Additional current/future base rates:
- FY2024 approved base rate: $301,530 (temporary 5% cut Apr 22–Oct 20, 2024 under cost program) .
- FY2025 base rate: $340,728 (+13% YoY to better align with market ranges) .
Performance Compensation
Annual (Short‑Term) Incentive – FY2024
| Component | Weight | Target opportunity (as % of FY base) | Performance scale | FY2024 result | Payout |
|---|---|---|---|---|---|
| Operating income margin | 70% | 40% | 3%/6%/8%/10% → 50%/100%/150%/200% of target | Below threshold; margin negative | 0% |
| Strategic objectives | 30% | 40% | 50%–200% of target based on objectives | Some objectives attained, but plan pays $0 if margin ≤ 0 | 0% |
FY2024: No annual bonus paid due to negative operating income margin, which zeroed out the plan irrespective of strategic objective attainment .
Wright’s FY2024 strategic objectives included: legal entity restructuring, global governance standardization, risk/compliance audits, ESG program build‑out, and M&A evaluation support .
Long‑Term Incentives (LTI)
FY2024 grants (performance period FY2024–FY2026; granted Jan 4, 2024):
- Vehicles and targets: Restricted shares (time‑based) ≈25%; PSUs ≈75% split between Net Income (NI) and Free Cash Flow (FCF). PSU payout curve: 50% (threshold) / 100% (target) / 200% (max); PSUs vest after 3‑year period subject to performance; restricted shares vest in three equal annual installments beginning on the first anniversary of grant .
| Grant (1/4/2024) | Vehicle | Target shares | Vesting / Metric | Grant date fair value |
|---|---|---|---|---|
| 2024–2026 LTI | Restricted Shares | 1,741 | Time‑based; 1/3 annually over 3 years | $37,484 |
| 2024–2026 LTI | PSUs – NI | 2,786 | 3‑yr average Net Income; 50–200% payout | $59,983 |
| 2024–2026 LTI | PSUs – FCF | 2,438 | 3‑yr average Free Cash Flow; 50–200% payout | $52,490 |
Notable realized outcomes from prior LTI:
- FY2022–FY2024 PSU cycle: TSR PSUs paid at 71.79% of target; ROIC PSUs paid 0%. Wright vested 861 PSUs (TSR) in Jan 2025; value realized on 2024 vestings totaled $34,267 (includes RS and PSUs, net of tax withholdings) .
FY2025 grants (performance period FY2025–FY2027; granted Jan 7, 2025):
- Mix shifted to ~45% restricted stock to enhance retention and align with market practice; PSUs retained NI and FCF metrics and the same 50–200% payout curve .
| Grant (1/7/2025) | Vehicle | Target shares | Vesting / Metric |
|---|---|---|---|
| 2025–2027 LTI | Restricted Shares | 4,702 | Time‑based; 1/3 annually over 3 years |
| 2025–2027 LTI | PSUs – NI | 3,134 | 3‑yr average Net Income (threshold/target/max: 50%/100%/200%) |
| 2025–2027 LTI | PSUs – FCF | 2,613 | 3‑yr average Free Cash Flow (same payout curve) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 10,301 shares; less than 1% of outstanding |
| Vested vs unvested | Includes 6,179 unvested restricted shares within the 10,301 total |
| Outstanding unearned PSUs (as of 10/31/2024) | 5,224 target (2024–2026); 1,421 threshold (2023–2025) |
| Options | None outstanding (company currently uses RS/PSUs, not options) |
| Pledging/Hedging | Prohibited: no margin, pledging, short sales, or derivatives under Insider Trading Policy |
| Ownership guidelines | CEO 5x salary; President (if separate) 3x; CFO and other executive officers 2x salary. Executives must retain all net‑after‑tax shares until compliant; pledged shares don’t count |
| Compliance status | Individual compliance levels not disclosed |
Vesting calendar and potential selling pressure:
- Time‑based RS generally vest in early January each year (e.g., Jan 4/3) and PSUs certify/vest upon Committee determination (e.g., Jan 7, 2025). In 2024/early 2025, Hurco withheld shares for taxes upon vesting, which can moderate open‑market sales but creates post‑vesting liquidity events around early January .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None; Wright is not party to a written employment agreement (unlike CEO/Executive Chairman/CFO) |
| Severance (general policy) | Potential severance eligibility based on company policy applicable to employees without contracts |
| Change‑in‑control (CIC) | Equity under 2016 Plan generally follows double‑trigger mechanics or accelerates if not assumed. If unassumed in a qualifying corporate transaction, RS fully vest and PSUs vest at target pro‑rated for time elapsed; if assumed and involuntarily terminated without cause within 18 months post‑CIC, RS fully vest and PSUs vest at target pro‑rated |
Potential payments upon termination (as of 10/31/2024):
| Scenario | Severance Pay ($) | Restricted Shares ($) | PSUs ($) | Health/Life ($) | Total Illustrative ($) |
|---|---|---|---|---|---|
| Resignation | – | – | – | – | – |
| Death | – | – | 18,090 | Health 210,765; Life 294,000 | 228,855 |
| Disability | – | – | 18,090 | – | 18,090 |
| Termination w/o Cause or for Good Reason (pre‑CIC) | 33,919 | – | 18,090 | – | 52,009 |
| Certain terminations post‑CIC or awards not assumed | 33,919 | 55,656 | 94,315 | – | 183,890 |
Notes: Figures reflect the company’s methodology and closing price assumptions as of Oct 31, 2024; actual payouts depend on facts/date and plan terms .
Compensation Structure Analysis
- Pay-at-risk orientation with zero bonus payout in FY2024 despite some strategic objectives achieved—due to negative operating income margin and plan design that zeros payouts in such cases .
- LTI metrics reoriented to profitability/liquidity (Net Income and Free Cash Flow) for FY2023+ cycles; earlier TSR/ROIC PSUs paid below target (ROIC paid 0% for 2022–2024), evidencing rigor in performance calibration .
- For FY2025, mix shifts toward time‑based restricted stock (~45%) to bolster retention and align with manufacturing/peer practices after multiple cycles of below‑target PSU vesting—reduces performance risk but increases guaranteed retention value .
- Say‑on‑pay support remained high (≈99% approval in 2024), signaling broad investor acceptance of program design .
Related Party Transactions and Red Flags
- No related‑person transactions requiring disclosure in FY2024; a 2023 transaction involved a machine sale to an entity beneficially owned in part by the Executive Chairman (ordinary course pricing/terms) .
- Clawback (recoupment) policy compliant with Nasdaq mandates applies to incentive‑based pay on restatement; executives must reimburse recovery costs if applicable .
- Insider Trading Policy bans hedging and pledging—reduces alignment risks from derivatives or collateralized shares .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval ≈99% at the 2024 Annual Meeting; three‑ and five‑year averages 93% and 92% respectively, indicating sustained support for pay design and outcomes .
Expertise & Qualifications
- Corporate/M&A attorney with specialization in capital formation and complex commercial transactions; Hurco tenure since 2016 (General Counsel) and Corporate Secretary since 2021, providing deep knowledge of Hurco’s governance and risk profile .
Equity & Compensation Tables (Wright)
Summary Compensation (reported)
| Component ($) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary | 219,182 | 256,008 | 286,428 |
| Stock awards (grant‑date fair value) | 99,955 | 99,954 | 149,956 |
| Non‑equity incentive plan | 96,198 | 52,440 | – |
| All other compensation | 15,889 | 20,867 | 16,020 |
| Total | 431,224 | 445,001 | 452,405 |
FY2024 Grants (detail)
| Date | Award | Threshold (#) | Target (#) | Max (#) | Grant‑date fair value ($) |
|---|---|---|---|---|---|
| 1/4/2024 | Short‑term incentive (cash) | – | – | – | – (see STI table; payout 0%) |
| 1/4/2024 | PSUs – NI | 1,393 | 2,786 | 5,572 | 59,983 |
| 1/4/2024 | PSUs – FCF | 1,219 | 2,438 | 4,876 | 52,490 |
| 1/4/2024 | Restricted Shares | – | 1,741 | – | 37,484 |
Outstanding Awards at FY2024 Year‑End (10/31/2024)
| Grant | Time‑based RS unvested (#) | Market value ($) | PSUs unearned (#) | PSU value basis |
|---|---|---|---|---|
| 1/4/2022 | 276 | 5,799 | – | – |
| 1/3/2023 | 632 | 13,278 | 1,421 (threshold; 2023–2025) | $21.01/sh threshold presentation |
| 1/4/2024 | 1,740 | 36,557 | 5,224 (target; 2024–2026) | $21.01/sh target presentation |
Ownership
| Holder | Shares | % Outstanding |
|---|---|---|
| Jonathon D. Wright (includes 6,179 unvested RS) | 10,301 | <1% |
Investment Implications
- Alignment: Zero FY2024 bonus and historically below‑target PSU vesting indicate a strong pay‑for‑performance tether; however, the FY2025 tilt toward time‑based RS increases retention value and reduces performance leverage near‑term .
- Retention/turnover risk: Absent a personal employment agreement, Wright relies on company severance policy; his CIC/termination economics are modest relative to peers, which can be retention‑neutral to slightly negative in a hot legal talent market .
- Trading signals: Early‑January vesting/certification cadence (RS and PSU) creates predictable windows for potential insider 10b5‑1 activity or share withholding; 2024–2025 data show share withholding for taxes at vesting, which can limit open‑market sales but still represents supply around those dates .
- Governance risk: No hedging/pledging permitted, robust clawback, and ownership guidelines requiring ongoing net‑share retention mitigate misalignment and reputational risk; no Wright‑related related‑party transactions disclosed .
- Performance context: Macro headwinds (downturn in machine tools) pressured Hurco’s FY2024 results and three‑year TSR, which flowed through to incentive outcomes; if profitability and cash flow improve, Wright’s PSU mix (NI/FCF) restores upside leverage .