Timothy J. Gardner
About Timothy J. Gardner
Independent director of Hurco Companies, Inc. since 2017; age 69. Gardner is a seasoned leader in industrial and international manufacturing operations with deep finance and M&A experience, including 10 acquisitions and 4 divestitures led during his tenure at Illinois Tool Works (ITW) where he served as EVP of the consumer products segment (2009–2014) and held various leadership roles (1997–2009). He later served as Managing Director at Akoya Capital (2016–Mar 2021) and Senior Advisor for Pritzker Private Capital (2015–Dec 2020), and was a board member of LBP Manufacturing (packaging; acquired by Pritzker). He brings extensive operational and transaction execution experience to Hurco’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Tool Works (ITW) | Executive Vice President, Consumer Products segment ($1.6B business) | 2009–2014 | Led 10 acquisitions and 4 divestitures; managed multiple division and group financial controllers |
| Illinois Tool Works (ITW) | Various leadership positions | 1997–2009 | Operations and finance leadership in industrial products |
| Akoya Capital | Managing Director (Industrial product sector) | 2016–Mar 2021 | Led sector strategy and portfolio oversight |
| Pritzker Private Capital | Senior Advisor | 2015–Dec 2020 | Board member of LBP Manufacturing; private equity advisory |
| LBP Manufacturing | Board Member | During Pritzker period | Packaging company acquired by Pritzker; board oversight |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Other public company boards | — | No | Hurco’s proxy lists zero current public company boards for Gardner |
| LBP Manufacturing | Board Member | Private | Packaging company acquired by Pritzker; not a public company |
Board Governance
- Independence: Board determined Gardner is independent under Nasdaq and SEC rules .
- Committees: Chair, Compensation Committee; Member, Nominating & Governance Committee. Compensation Committee held 5 meetings in FY2024; Nominating & Governance held 4 meetings .
- Attendance: Board held 5 meetings in FY2024; all directors attended at least 75% of aggregate meetings and attended the 2024 Annual Meeting .
- Committee responsibilities: Compensation Committee oversees executive pay, stock ownership guidelines and clawback policies (recoupment), perquisites, and reviews Compensation Discussion & Analysis; Nominating & Governance oversees Board leadership effectiveness, director nominations, director stock ownership guidelines, succession plans, and ESG oversight .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees (total) | $52,500 | Comprised of non-employee director retainer ($45,000) plus Compensation Committee chair retainer ($7,500) |
| Equity grant (grant-date fair value) | $79,997 | 3,813 restricted shares granted Mar 14, 2024 at $20.98; time-based vesting one year from grant or next annual meeting, whichever earlier |
| Total (cash + equity) | $132,497 | Director compensation total per proxy table |
Director Compensation Program (FY2024 cash components)
| Fee Type | Quarterly ($) | Annual ($) |
|---|---|---|
| Non-employee director retainer | $11,250 | $45,000 |
| Compensation Committee chair retainer | $1,875 | $7,500 |
Compensation Mix (FY2024)
- Cash: $52,500 (≈39.7% of total)
- Equity: $79,997 (≈60.3% of total)
Performance Compensation
Director equity awards are time-based restricted stock; no performance metrics apply to director grants. Vesting: 3,813 restricted shares vest one year from grant or at the next Annual Meeting of Shareholders, whichever is earlier (grant date Mar 14, 2024) .
Performance metrics overseen by the Compensation Committee for NEO short-term incentives (FY2025)
| Metric | Weight | Notes |
|---|---|---|
| Operating income margin | 70% | Primary financial metric for STI |
| Strategic objectives | 30% | Non-financial strategic goals set by Committee |
Clawback/Recoupment policy
- Company has a Recoupment Policy covering incentive-based compensation for executive officers, with recovery in case of accounting restatements (three-year lookback; executives must reimburse recovery costs; policy aligns with Nasdaq standards). Executives consent in equity award documents to be subject to the policy .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee interlocks | None; no member was an officer/employee; no interlocking relationships under Item 407(e)(4) |
| Related-person transactions involving directors (FY2024) | None requiring disclosure; prior FY2023 transaction involved Executive Chairman Doar (not Gardner) at market terms; Audit Committee reviews and approves related-person transactions |
Expertise & Qualifications
- Industrial manufacturing operations and international experience with executive leadership credentials (ITW EVP; multiple leadership roles) .
- Finance, acquisitions, and divestitures expertise; managed division and group financial controllers; led 10 acquisitions and 4 divestitures at ITW .
- Private equity advisory/portfolio governance experience (Akoya; Pritzker; LBP board) .
- Board’s competency matrix highlights directors’ skills across manufacturing, global operations, financial analysis, strategic planning, M&A; Gardner is recognized in these domains within the matrix presentation .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Timothy J. Gardner | 17,806 | Includes 3,813 unvested restricted shares |
Ownership alignment policies
- Director stock ownership guidelines are overseen by the Nominating & Governance Committee; specifics for directors not disclosed in the proxy .
- Insider Trading Policy prohibits hedging, pledging, short sales, derivatives, margin purchases, and certain automatic transactions; applies to directors and executives .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with clear oversight of executive pay, ownership guidelines, and clawback policies; no compensation committee interlocks; FY2024 disclosed no related-person transactions involving Gardner; attendance expectations met (≥75%) .
- Alignment: Receives a meaningful equity component with time-based vesting; beneficial ownership includes unvested restricted shares; hedging and pledging are prohibited, supporting long-term alignment .
- Signals: Annual say-on-pay is conducted (Board recommends FOR), and the Committee uses operating income margin and strategic objectives (70/30) for NEO STI, indicating focus on profitability and strategic execution under Gardner’s chair leadership .
- RED FLAGS: None disclosed specific to Gardner—no interlocks, no related-party transactions, no hedging or pledging permitted; Board independence affirmed for non-employee directors .