Jeffrey S. Knutson
About Jeffrey S. Knutson
Jeffrey S. Knutson is Vice President – Finance, Chief Financial Officer, Treasurer and Secretary of Twin Disc. He joined the company in February 2005 (Controller of North American Operations), became Corporate Controller in October 2005, was appointed Corporate Secretary in June 2013, and was named CFO and Treasurer in June 2015; he was age 49 in February 2015 and age 55 in August 2020 per company filings . Under his finance leadership, compensation plans explicitly tie pay to net sales, EBITDA margins, inventory efficiency (CIP), and long-term ROIC and cumulative EBITDA; FY2025 TSR based on a fixed $100 investment measured from July 1, 2022 was 100.67, while FY2024 was 133.26; FY2025 net income was -$1.894 million per pay-versus-performance disclosure . Reported net sales rose from $295.1 million in FY2024 to $340.7 million in FY2025, while EBITDA was a core metric in incentives and long-term awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Twin Disc | Vice President – Finance, Chief Financial Officer, Treasurer and Secretary | 2015–present | Corporate finance leadership, capital allocation, disclosure controls |
| Twin Disc | Corporate Secretary | 2013–present | Governance, board process and disclosure |
| Twin Disc | Corporate Controller | 2005–2015 | Principal accounting officer; built reporting and controls |
| Twin Disc | Controller, North American Operations | 2005 | Regional financial management |
| Tower Automotive | Operational Controller | 2002–2005 | Plant/operations finance |
| Rexnord Corporation | Operational Controller | 1998–2002 | Operations finance |
External Roles
No external directorships or public company roles disclosed for Mr. Knutson in reviewed filings.
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 380,928 | 398,564 | 415,026 |
| Target Bonus (% of Salary) | — | 55% | 55% |
| Actual Bonus Paid ($) | 160,871 | 257,045 | 195,787 |
| All Other Compensation ($) | 34,796 | 36,281 | 37,771 |
Performance Compensation
Corporate Incentive Plan (CIP) – FY2025
| Metric | Weight | Target | Actual | Payout (% of Target) |
|---|---|---|---|---|
| Net Sales | 20% | Target: $336,000,000; Threshold: $302,000,000; Maximum: $370,000,000 | $340,738,000 | 84.9% (Knutson) |
| EBITDA % of Net Sales | 40% | Target: 10.0%; Threshold: 9.0%; Maximum: 11.0% | 9.28% | — |
| Inventory % of Net Sales | 20% | Target: 37.8%; Threshold: 42.5%; Maximum: 33.1% | 41.0% | — |
| Strategic Objectives | 20% | Corporate Growth (10%); Individual Performance (10%) | 100%; — | — |
Note: CIP paid at 84.9% of target for Mr. Knutson in FY2025 .
Corporate Incentive Plan (CIP) – FY2024
| Metric | Weight | Target | Actual | Payout (% of Target) |
|---|---|---|---|---|
| Net Sales | 20% | Target: $293,000,000; Threshold: $263,000,000; Maximum: $322,000,000 | $295,127,000 | 118.4% (Knutson) |
| EBITDA % of Net Sales | 40% | Target: 10.0%; Threshold: 9.0%; Maximum: 11.0% | 10.33% | — |
| Inventory % of Net Sales | 20% | Target: 41%; Threshold: 47%; Maximum: 35% | 40.6% | — |
| Strategic Objectives | 20% | Growth (5%); European Consolidation (5%); Individual Performance (10%) | 100%; 50%; — | — |
Long-Term Incentive (LTI) – 2022 Grant (Performance Period ended FY2025)
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Average Return on Invested Capital | 50% | Threshold 3.0%; Target 4.0%; Maximum 6.0% | 6.40% | 200.0% (weighted) | June 30, 2025 |
| Cumulative EBITDA | 50% | Threshold $45,000,000; Target $70,000,000; Maximum $120,000,000 | $86,170,000 | 132.3% (weighted) | June 30, 2025 |
| Combined Award Payout | — | — | — | 166.2% of target | — |
FY2025 LTI Grants (Granted Aug 1, 2024)
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Vesting |
|---|---|---|---|---|---|
| Performance Stock (PSUs) | 8/1/2024 | 11,222 | 22,444 | 44,888 | 6/30/2027 (3-year period) |
| Restricted Stock Units (RSUs) | 8/1/2024 | — | 14,963 | — | 8/1/2027 |
Performance metrics for FY2025–FY2027 cycle: Average ROIC (50%) and Cumulative EBITDA (50%), payout range 50%–200% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 192,563; includes 16,170 restricted shares vesting FY2027 and 21,762 restricted shares vesting FY2029; ~1.3% of shares outstanding as of Aug 15, 2025 |
| Unvested Awards (as of 6/30/2025) | RSUs: 14,963 (vest 8/1/2027) $132,123 value; Performance Stock: 48,510 (vest 6/30/2026, shown at max) $428,343; Performance Stock: 44,888 (vest 6/30/2027, shown at max) $396,361 |
| Options Outstanding | None (no outstanding options at 6/30/2025) |
| Ownership Guidelines | CFO required to hold 2× base salary; 4 years to attain; compliance reviewed annually |
| Hedging/Pledging | Prohibited for executive officers; margin accounts and pledging banned |
| Section 16 Compliance | FY2025 Forms 4 for Batten and Knutson amended to include RSUs omitted initially (filed Aug 6, 2024) |
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Change-in-Control Severance | 2.0× (Knutson): base salary + greater of prior-year bonus/3-year average or current-year target bonus; 24 months benefits; designed to avoid 280G excise taxes |
| Equity Acceleration on CIC | Double-trigger: upon CIC and involuntary termination/good reason, PS/PSUs vest (target or maximum depending on plan vintage), restricted shares/RSUs vest and are delivered; cash for in-the-money options |
| Clawbacks | Mandatory and discretionary clawback policies (restatements; willful fraud/violations causing material harm); plan awards subject to NASDAQ listing standards and company policies |
| Non-Compete/Non-Solicit | Not disclosed in reviewed filings |
| Deferred Compensation/Pensions | No SERP participation for Knutson; endorsement split-dollar life insurance participation |
Performance & Track Record
Company Financials
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Sales ($) | 276,960,000 [GetFinancials]* | 295,127,000 | 340,738,000 |
| EBITDA ($) | 22,225,000 [GetFinancials]* | 22,731,000 [GetFinancials]* | 24,229,000 [GetFinancials]* |
Values retrieved from S&P Global.*
Pay-Versus-Performance TSR and Net Income
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 126.09 | 133.26 | 100.67 |
| Net Income ($000s) | 10,380 | 10,988 | (1,894) |
Compensation Structure Analysis
- No stock options outstanding; mix has shifted to performance stock and RSUs with three-year vesting, emphasizing alignment and retention .
- Targets maintained at 55% bonus opportunity for CFO, with CIP caps at 200% and discretionary adjustment up to ±20% reflecting governance discipline .
- LTI metrics moved from sales/EPS (older plans) to ROIC and cumulative EBITDA, tightening focus on capital efficiency and cash earnings; 2022 grant vested at 166.2% on strong ROIC/EBITDA performance .
- No excise tax gross-ups for parachute payments; clawbacks and anti-hedging/pledging policies reduce governance risk .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals exceeded 90% in October 2023 and October 2024, signaling investor support for NEO compensation design .
Investment Implications
- Alignment: Significant unvested PSUs (48,510 for 2026; 44,888 for 2027) and RSUs (14,963 for 2027) create multi-year retention hooks and tie payouts to ROIC/EBITDA; anti-hedging/pledging policies strengthen alignment .
- Near-term selling pressure: FY2026 and FY2027 PSU and RSU vestings could generate supply if exercised/settled; monitor Form 4 activity around June 30, 2026 and August 1, 2027 .
- Event risk: Double-trigger CIC terms and target/maximum performance vesting mechanics mitigate abrupt compensation windfalls; no 280G gross-ups and robust clawbacks limit shareholder-unfriendly outcomes .
- Execution signals: FY2025 CIP paid at 84.9% of target for the CFO amid lower EBITDA margin vs target and higher inventory intensity, while long-term ROIC/EBITDA outperformance supported 166.2% LTI vesting—suggesting stronger multi-year execution than single-year operating metrics .