Richard Porter
About Richard Porter
Independent director of Hurco Companies, Inc. since 2012; age 69. Background includes managing a private equity portfolio of manufacturing companies since 2007 and prior roles as President of CB Manufacturing and President of Ingersoll Contract Manufacturing Company (a subsidiary of Ingersoll International), bringing deep machine tool and contract manufacturing expertise to Hurco’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CB Manufacturing | President | Not disclosed | Led cutting tool company operations |
| Ingersoll Contract Manufacturing Company (Ingersoll International subsidiary) | President | Not disclosed | Led contract manufacturing operations |
| Private equity portfolio (manufacturing companies) | Portfolio Manager | Since 2007 | Boards of private companies with revenues ~$40–$480M |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Various private companies | Director | Not disclosed | Private (revenues ~$40–$480M) |
| Other public company boards | — | — | 0 current public boards |
Board Governance
- Independence: Board has determined Porter is independent under Nasdaq and SEC rules ; proxy matrix lists Porter as independent .
- Lead role: Presiding Independent Director, overseeing executive sessions and influencing agendas and interactions between independent directors, the full Board, and management .
- Attendance: Board met 5 times in FY2024; all directors attended at least 75% of aggregate Board and committee meetings .
- Committees:
- Nominating and Governance Committee: Chair; responsibilities include board leadership structure reviews, director nominations, governance principles, annual self-evaluations, succession planning, director stock ownership guidelines, ESG oversight; 4 meetings in FY2024 .
- Compensation Committee: Member; responsibilities include executive pay decisions, risk oversight in compensation, stock ownership guidelines and clawback administration, director compensation policy; 5 meetings in FY2024 .
- Audit Committee: Not a member .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | Oversees board composition, governance policies, succession, director ownership guidelines, ESG |
| Compensation | Member | 5 | Oversees executive pay, compensation risk, director comp policy, clawback |
| Audit | — | 5 | Audit chair is Janaki Sivanesan; members independent; related-party approvals handled here |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Non-employee director annual retainer | 45,000 | Paid quarterly ($11,250 per quarter) |
| Presiding Independent Director retainer | 15,000 | Paid quarterly ($3,750 per quarter) |
| Committee chair/member fees | Not disclosed for Nominating chair | Audit chair $10,000; Compensation chair $7,500; Audit member $5,000 (Porter not on Audit; not Compensation chair) |
| Cash fees earned (FY2024) | 61,250 | Includes $1,250 correction for prior committee comp |
| Travel expense reimbursement | As incurred | Not included in compensation table |
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Mar 14, 2024 | Restricted shares (director annual grant) | 3,813 | 79,997 | Vest 1 year from grant or at next Annual Meeting, whichever earlier; fair value based on $20.98 close price on grant date |
- Director stock grants are part of the standard non-employee director program; dividends on unvested awards are not paid prior to vesting per plan features .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 |
| Compensation committee interlocks | None disclosed for any Compensation Committee members in FY2024 |
| Private company boards | Multiple, manufacturing-focused (revenues ~$40–$480M) |
Expertise & Qualifications
- Industry: Extensive machine tool and contract manufacturing experience; product and contract manufacturing expertise .
- Governance: Experience across private company boards; current role as Presiding Independent Director and chair of Nominating & Governance indicates strong governance engagement .
- Finance/Strategy: Background in managing private equity portfolios of manufacturing companies .
Equity Ownership
- Director stock ownership guidelines: Company maintains stock ownership requirements for executive officers and independent directors; directors must retain net after-tax shares from awards until guidelines are met; Nominating & Governance Committee oversees director guidelines .
- Hedging and pledging: Directors prohibited from hedging or pledging Company stock; bans include margin accounts, short sales, options/derivatives, collars/swaps, and most pre-arranged transactions unless approved 10b5-1 plans .
Related Party Transactions and Conflicts
- Audit Committee reviews and approves all related-person transactions .
- FY2024: No related-person transactions requiring disclosure .
- FY2023: One transaction involving sale of a machine (~$499,000) to a company with Executive Chairman Doar as >10% beneficial owner; sold in ordinary course at standard pricing; no involvement disclosed for Porter .
Director Compensation Structure Analysis
- Mix: For FY2024, Porter’s compensation comprised $61,250 cash fees and $79,997 equity grant via restricted shares under the director program, totaling $141,247 .
- Design features: No dividends paid on unvested awards, minimum 1-year vesting standard, annual non-employee director equity grant, and a $300,000 annual cap on director equity grant fair value under the plan .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: ~99% approval; 3-year and 5-year averages 93% and 92%, respectively, indicating strong shareholder support for compensation governance practices .
Governance Assessment
- Strengths: Independent status; Presiding Independent Director role; chairing Nominating & Governance with active oversight of board composition, succession, and ESG; meaningful equity in director pay aligning interests; strict anti-hedging/pledging policy; absence of related-party transactions involving Porter .
- Watch items: Private company board service and private equity portfolio management require continued vigilance for potential related-party exposure; Audit Committee’s established review process mitigates this risk .
- Attendance and engagement: Board/committee cadence and minimum attendance threshold met; continued monitoring of individual attendance is advisable though specific rates are not disclosed per-director .