Juliann Larimer
About Juliann Larimer
Independent director of Twin Disc since February 2022; age 59. Former Board Chair, President and CEO of Peak Technologies, and former Vice President of Sales at Zebra Technologies and Motorola Solutions, with core strengths in strategic planning and global sales leadership. Serves on key board committees and is designated an Audit Committee financial expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peak Technologies | Former Chair of the Board; President & CEO | Not disclosed | Led technology-driven supply chain solutions; strategic planning experience |
| Zebra Technologies | Former Vice President of Sales | Not disclosed | Global sales strategy execution |
| Motorola Solutions | Former Vice President of Sales | Not disclosed | Managed diverse global teams; GTM execution |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Peak Technologies | Former Chair; President & CEO | Private | Technology and digital supply chain solutions |
| Zebra Technologies | Former Vice President of Sales | Yes | No directorship disclosed |
| Motorola Solutions | Former Vice President of Sales | Yes | No directorship disclosed |
The proxy biography does not list any current public-company directorships for Larimer in the past five years .
Board Governance
- Committee memberships (FY2025): Audit; Compensation & Human Capital. Not a committee chair; chairs are Johnson (Audit), Giesselman (Compensation & Human Capital), Doar (Nominating & Governance) .
- Independence: Committees composed exclusively of non-employee, independent directors; Audit Committee members (including Larimer) are independent under NASDAQ Rule 5605 .
- Audit Committee financial expertise: Board determined all Audit Committee members (Johnson—Chair, Giesselman, Larimer, Olsen) qualify as “audit committee financial experts” per SEC rules .
- Attendance: In FY2025, Board met 9 times; Audit met 5; Compensation & Human Capital met 3; Nominating & Governance met 2. All directors attended at least 75% of Board and committee meetings; all directors attended last year’s annual meeting (FY2024 proxy noted “all but one” the prior year) .
Fixed Compensation
| Year | Cash Retainer ($) | Equity (Restricted Stock) ($) | Total ($) | Notes |
|---|---|---|---|---|
| FY2024 | $62,500 | $72,500 | $135,000 | Restricted shares issued under 2020 Directors’ Plan; vest at next annual meeting; directors may elect to take quarterly cash retainer in restricted shares, vesting one year after would-be payment date . |
- Committee chair fees (not applicable to Larimer): Audit Chair $20,000; Compensation & Human Capital Chair $15,000; Governance Chair $10,000; annual Chairman’s fee $54,000 .
- Director stock ownership guidelines: Target ownership of 3x annual director retainer (exclusive of chair fees); 5-year compliance window; monitored by Compensation & Human Capital Committee .
Performance Compensation
| Equity Type | Grant Timing | Vesting | Performance Conditions | Shares Held (End of FY2024) | Shares Held (End of FY2025) |
|---|---|---|---|---|---|
| Restricted Stock (Director retainer) | Annually at October shareholders’ meeting | Vests at subsequent annual meeting; or one year after elected stock-in-lieu retainer date | None (time-based vesting) | 5,397 unvested restricted shares included in her reported beneficial ownership | 6,747 unvested restricted shares included in her reported beneficial ownership |
Twin Disc’s performance-based LTI metrics (e.g., revenue/EBITDA/TSR) apply to executive officers under the 2021 Omnibus/LTI plan, not to non-employee directors; director equity is time-based restricted stock without performance conditions .
Other Directorships & Interlocks
- No other public company directorships for Larimer disclosed in the past five years; prior roles at Zebra and Motorola were executive positions, not board roles .
Expertise & Qualifications
- Strategic planning, global sales strategy, leadership of diverse teams; technology and supply chain domain experience through Peak Technologies; prior senior roles at Zebra and Motorola; designated Audit Committee financial expert .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial Ownership (shares) | 16,482 | 25,229 |
| Percent of Class | <1% (“*”) | <1% (“*”) |
| Unvested Restricted Shares Included | 5,397 | 6,747 |
| Pledged Shares | None disclosed |
Governance Assessment
- Committee influence: Larimer sits on Audit and Compensation & Human Capital—two high-impact committees—supporting oversight of financial reporting integrity, executive pay, and governance architecture; not a chair, but designated an Audit Committee financial expert, enhancing committee effectiveness .
- Independence and engagement: Independent director with committee service in exclusively independent committees; attended at least 75% of Board and committee meetings; Board annual-meeting attendance fully compliant in latest year .
- Ownership alignment: Holds a modest but increasing stake (16,482 → 25,229 shares YoY); director equity grants are restricted stock vesting after one year, promoting alignment; stock ownership guideline requires 3x retainer over 5 years—individual compliance status not disclosed .
- Compensation structure: Mix of cash ($62.5k) and equity ($72.5k) in FY2024 aligns with market practice; no performance metrics on director equity (time-based vesting), which is standard for non-employee directors .
- Related-party/Section 16: No related-party transactions involving directors requiring disclosure in FY2025; Section 16 filing exceptions identified for two executives (amended), not for Larimer .
RED FLAGS
- None identified specific to Larimer: no related-party transactions, no Section 16 filing issues, no pledging disclosed .
- Board-level related party: CEO’s brother is EVP with disclosed compensation; not a Larimer conflict but a governance sensitivity for the Board overall .