Kevin M. Olsen
About Kevin M. Olsen
Kevin M. Olsen (age 54) is an independent director of Twin Disc, Incorporated, serving since August 2022. He is President and Chief Executive Officer of Dorman Products and a former CFO, bringing executive leadership, financial management, and strategic planning expertise. Olsen is designated by the Board as an “audit committee financial expert” under SEC rules and is independent under NASDAQ and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dorman Products | President & Chief Executive Officer | Current | Public company CEO experience; strategic and financial leadership |
External Roles
| Organization | Role | Committee Roles |
|---|---|---|
| Dorman Products | President & Chief Executive Officer | Not disclosed in TWIN proxy |
Board Governance
- Independence: The Board determined Olsen is independent under SEC, NASDAQ, and company standards .
- Committee assignments and expertise:
- Audit Committee member; designated as an “audit committee financial expert” (Audit Chair: David W. Johnson) .
- Nominating & Governance Committee member .
- Chair roles: None (chairs: Audit—Johnson; Compensation & Human Capital—Giesselman; Nominating & Governance—Doar) .
- Attendance and engagement:
- FY2025: Board met 9 times; all directors attended ≥75% of Board and committee meetings; all directors attended last year’s annual meeting .
- FY2024: Board met 6 times; all directors attended ≥75%; all but one attended last year’s annual meeting .
- Years of service on TWIN Board: Since August 2022 .
- Board leadership structure: Separate Chair (Michael Smiley) and CEO (John Batten); Chair presides over executive sessions of independent directors .
Fixed Compensation
Director compensation mix (cash retainer + equity retainer), with additional fees only for committee chairs (Olsen is not a chair). Chair fees: Audit $20,000; Compensation & Human Capital $15,000; Governance $10,000; Chairman of the Board $54,000 .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees (USD) | $62,500 | $64,375 |
| Value of stock awards (USD) | $72,500 | $80,000 |
| All other compensation (USD) | $0 | $0 |
| Total (USD) | $135,000 | $144,375 |
- Director program mechanics: Annual retainer paid in cash and restricted shares; stock retainer vests at the next annual meeting; directors may elect to take all/part of cash retainer in restricted stock vesting one year after the would‑be payment date .
- Ownership guidelines: Directors must hold stock equal to 3× annual retainer (excl. chair fees) within 5 years; compliance monitored by the Compensation & Human Capital Committee .
- Compensation cap: Aggregate per‑director annual compensation (cash + grant date fair value of equity) capped at $500,000 under the Omnibus Plan .
Performance Compensation
Director equity is time‑based (not performance‑metric based), designed to align with shareholders via annual restricted stock grants.
| Equity metric | FY2024 | FY2025 |
|---|---|---|
| Stock award value (grant date FV) | $72,500 | $80,000 |
| Unvested restricted shares held at FY end | 5,397 shares (each non‑chair director) | 6,747 shares (each non‑chair director) |
| Vesting for annual stock retainer | Vests at next annual meeting | Vests at next annual meeting |
| Vesting for cash‑in‑stock election | One‑year vest from payment date | One‑year vest from payment date |
| Clawback applicability (equity awards) | Subject to mandatory and discretionary clawback policies and NASDAQ rules | Subject to mandatory and discretionary clawback policies and NASDAQ rules |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks / Related‑party notes |
|---|---|---|---|
| Dorman Products | President & CEO | Not disclosed in TWIN proxy | No related‑party transactions involving directors disclosed for FY2025 at TWIN |
- No shared directorships or disclosed business dealings indicating conflicts with TWIN were reported in FY2025. Related‑party disclosure noted only employment of CEO’s brother (not involving Olsen) .
Expertise & Qualifications
- Designated audit committee financial expert under SEC rules, enhancing financial oversight .
- Sitting public company CEO; prior CFO experience; skills in executive leadership, financial management, strategic planning .
- Independence affirmed; service on Audit and Nominating & Governance committees .
Equity Ownership
- Anti‑hedging/pledging: Directors are prohibited from hedging TWIN stock and from holding TWIN securities in margin accounts or pledging them as collateral; short sales and derivatives on TWIN stock are also prohibited .
| Ownership metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial ownership (shares) | 13,941 | 20,688 |
| Percent of class | <1% (“*”) | <1% (“*”) |
| Unvested restricted shares included in totals | 5,397 | 6,747 |
- Section 16(a) compliance: The company disclosed no delinquent insider filings for Olsen in FY2025; late Form 4 issues were limited to Batten and Knutson and were corrected .
Governance Assessment
Strengths
- Independent director with deep financial acumen; designated audit committee financial expert; sits on Audit and Nominating & Governance committees—positive for board oversight quality .
- Strong alignment features: mandatory stock retainer, director ownership guideline (3× retainer within 5 years), and anti‑hedging/anti‑pledging policy .
- Engagement: ≥75% meeting attendance; board met 9 times in FY2025; all directors attended last year’s annual meeting .
- Pay governance: Director pay within policy with balanced cash/equity mix and a $500,000 cap; equity subject to clawbacks . Company-wide say‑on‑pay support >90% at the Oct 31, 2024 meeting, indicating broad shareholder confidence in compensation governance .
Watch items
- External commitment: Olsen is a sitting public company CEO (Dorman Products). While no attendance or engagement issues are disclosed, ongoing monitoring of time demands is prudent for board effectiveness; no related‑party concerns disclosed involving Olsen .
- Family relationship on management team (CEO’s brother employed) is not related to Olsen but is a general governance sensitivity to monitor; company discloses and benchmarks compensation as consistent with peers .
Overall, disclosures indicate Olsen is an independent, financially sophisticated director with solid attendance and meaningful equity alignment, serving in key governance roles without identified conflicts or filing issues in FY2025 .