Michael C. Smiley
About Michael C. Smiley
Independent Director and non-executive Chairman of the Board at Twin Disc. Age 66, former CFO of Zebra Technologies; competencies include strategic planning, financial oversight, M&A, and extensive international experience in complex manufacturing and engineered/technology products. Twin Disc board tenure: Director 2010–2018; rejoined August 2019; currently serves as Chairman of the Board separate from the CEO role held by John H. Batten .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twin Disc, Incorporated | Director | 2010–2018 | Participant in board oversight; eligible for director retirement program upon initial retirement (program closed to new participants in Jan 2018; Smiley continues to receive pension through 2026) . |
| Twin Disc, Incorporated | Director (rejoined) | Aug 2019–present | Elected independent director with finance/M&A expertise . |
| Twin Disc, Incorporated | Chairman of the Board (non-executive) | Current | Presides over executive sessions of independent directors; liaison with CEO and independent directors; consults on agendas; principal liaison for shareholder/employee communications to non-management directors . |
| Zebra Technologies Corp. | Chief Financial Officer | Prior to 2019 | Public-company CFO experience; enterprise asset intelligence sector; skills in strategic planning, financial oversight, M&A . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (past five years) | — | — | No current public-company directorships disclosed in Twin Disc proxies . |
Board Governance
- Independence: The Board determined Smiley is independent under SEC, NASDAQ, and company guidelines .
- Leadership structure: Chairman (Smiley) and CEO roles are separated; Chairman presides over executive sessions and leads board oversight/agenda setting .
- Committee assignments: Current committee compositions list Audit (Johnson, chair), Compensation & Human Capital (Giesselman, chair), and Nominating & Governance (Doar, chair); Smiley is not listed as a member—consistent with non-executive Chair role .
- Attendance: FY2024—Board met 6 times; one absence among incumbent directors; all directors attended ≥75% of Board/committee meetings; Audit met 5, Nominating & Governance 2, Compensation & Human Capital 3 . Annual meeting attendance: “all but one” attended prior year (FY2024 proxy); “all” attended prior year (FY2025 proxy) .
- Anti-hedging/pledging: Policy prohibits directors from hedging or pledging Twin Disc stock; prohibits margin accounts—reduces alignment risk .
- Stock ownership guidelines: Target ownership of 3× annual retainer (excluding chair fees); 5-year attainment window; monitored by Compensation & Human Capital Committee .
- Director retirement: Mandatory retirement at age 72; legacy director retirement program closed to new participants in Jan 2018, capped at $62,500/year and 15 years of service; Smiley receives legacy pension benefit quarterly through 2026 following his 2018 retirement .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Earned/Paid in Cash ($) | 99,500 | 116,500 | 122,875 |
| All Other Compensation ($) | 62,500 (director pension benefit) | 62,500 (director pension benefit) | 62,500 (director pension benefit) |
| Committee Chair Fees Schedule (Board policy) | Audit Chair $20,000; Comp & Human Capital Chair $15,000; Governance Chair $10,000; Chairman’s annual fee $54,000 | Audit Chair $20,000; Comp & Human Capital Chair $15,000; Governance Chair $10,000; Chairman’s annual fee $54,000 | Audit Chair $20,000; Comp & Human Capital Chair $15,000; Governance Chair $10,000; Chairman’s annual fee $54,000 |
Notes:
- Cash fees include annual retainer and Chairman’s fee; exact breakout not separately disclosed in the proxy tables .
- Pension benefit continuation through 2026 reflects legacy plan closed to new directors in 2018 with caps instituted in 2020 .
Performance Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Value of Stock Awards ($, grant-date fair value) | 72,503 | 72,500 | 80,000 |
| Unvested Restricted Shares at FY End (#) | 6,443 | 5,397 | 6,747 |
| Vesting Schedule (Directors) | Annual grant vests at next annual meeting; elections to take quarterly cash retainers in restricted stock vest one year after the would-be payment date | Same as FY2023 | Same; restricted shares issued under Amended & Restated 2021 Omnibus Incentive Plan; one-year vest on retainer elections |
Notes:
- No stock options or PSUs for directors disclosed; director equity is time-based restricted stock; some directors elect restricted stock in lieu of quarterly cash retainers (Smiley’s election not specifically disclosed) .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | No shared public-company directorships disclosed; no related-party transactions requiring disclosure for directors in FY2024; one related party noted for CEO’s sibling employment, not involving Smiley . |
Expertise & Qualifications
- Former public-company CFO (Zebra Technologies); experienced in strategic planning, financial oversight, M&A; extensive domestic/international exposure across engineered and technology products .
- Board leadership experience as non-executive Chairman; presides over executive sessions; liaison roles promoting governance effectiveness .
Equity Ownership
| Metric | As of Aug 11, 2023 | As of Aug 15, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 57,224 | 69,368 |
| Percent of Class | <1% | <1% |
| Unvested Restricted Shares included (#) | 6,443 | 6,747 |
| Pledged/Hedged Shares | Prohibited by policy; no pledging/hedging permitted for directors |
Insider Trades
| Date | Type | Shares | Price | Notes/Source |
|---|---|---|---|---|
| Nov 4, 2024 | Open-market purchase | 6,747 | $79,999 total (~$11.86/sh implied) | Form 4 indicates purchase; article summary cites confidence signal |
| Oct 30, 2025 (filed Nov 3, 2025) | Restricted stock award (grant) | 5,378 | $14.875 (stated) | Award under Amended & Restated 2021 Omnibus Incentive Plan; grant value approx. $80,000 |
Shareholder Support Indicators
- Election results: Smiley received 97.92% “For” votes in Oct 26, 2023 election; withheld 2.08%; broker non-votes 842,554—strong endorsement .
- Say-on-Pay: Advisory votes passed in 2023, 2024, and 2025 meetings (high “For” votes)—supportive governance backdrop .
Governance Assessment
- Strengths: Independent non-executive Chair role with clear oversight responsibilities; strong finance/M&A competency; anti-hedging/pledging policy; robust shareholder support evidenced by election and Say-on-Pay results; stock ownership guidelines (3× retainer) enhance alignment .
- Engagement/attendance: Board met 6 times in FY2024; all directors ≥75% attendance; committees active; annual meeting attendance generally full—indicative of engagement .
- Compensation mix: Balanced cash/equity retainer; Chairman’s fee of $54,000; time-based RS grants—no high-risk incentives; year-over-year increases in cash and equity consistent with program adjustments .
- Potential RED FLAGS: Legacy director pension benefit ($62,500/year through 2026) is shareholder-unfriendly by current standards (plan closed in 2018, capped in 2020), but disclosed and finite; Smiley is not serving on committees, which can reduce granular committee exposure, though his Chair role provides significant governance leadership .
- Conflicts/related parties: No related-party transactions involving Smiley disclosed; insider trading policy restricts hedging/pledging; no pledging disclosed .