Michael Doar
About Michael Doar
Independent director of Twin Disc, Inc. since October 2008; age 70 as of the 2025 proxy. Executive Chairman and former Chairman & CEO of Hurco Companies, Inc., bringing experience in strategic planning, financial oversight, compensation, and organizational competencies. Term as a continuing director expires in 2026; the Board has determined he is independent under SEC, NASDAQ, and company guidelines .
Past Roles
| Organization | Role | Tenure/Start | Committees/Impact |
|---|---|---|---|
| Twin Disc, Inc. | Director | October 2008 | Chair, Nominating & Governance; Member, Compensation & Human Capital |
| Hurco Companies, Inc. | Executive Chairman; former Chairman & CEO | Not disclosed in proxy | Strategic planning, financial oversight, compensation, organizational competencies |
External Roles
| Company | Role | Public Company | Committees | Notes |
|---|---|---|---|---|
| Hurco Companies, Inc. | Executive Chairman; former Chairman & CEO | Yes | Not disclosed | Global manufacturer of machine tools |
Board Governance
- Independence: The Board determined Mr. Doar is independent under SEC, NASDAQ, and company guidelines .
- Committee assignments: Chair, Nominating & Governance; Member, Compensation & Human Capital. Audit Committee membership comprises Johnson (Chair), Giesselman, Larimer, Olsen; Nominating & Governance lists Doar first (Chair) .
- Attendance and engagement: Board met 9 times in FY2025; all directors attended at least 75% of Board and applicable committee meetings. Audit met 5x; Compensation & Human Capital met 3x; Nominating & Governance met 2x .
- Annual meeting engagement: All directors attended last year’s annual meeting .
- Board leadership: Chairman and CEO roles are separated; executive sessions of independent directors are chaired by the Chairman (Smiley), with clear liaison responsibilities .
- Mandatory retirement: Outside directors must retire at age 72 at completion of their current term .
- Director stock ownership guidelines: Target ownership of 3x annual retainer (excluding chair fees); 5 years to attain; monitored by Compensation & Human Capital Committee .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $10,000 | $10,000 |
| Committee Chair Fee Policy | Audit Chair: $20,000; Comp & Human Capital Chair: $15,000; Governance Chair: $10,000 | Audit Chair: $20,000; Comp & Human Capital Chair: $15,000; Governance Chair: $10,000 |
| Chairman’s Fee (Board Chair role) | $54,000 (policy) | $54,000 (policy) |
| Election to receive retainer as stock | Directors may elect restricted stock in lieu of quarterly base cash retainer; 1-year vesting from payment date | Directors may elect restricted stock in lieu of quarterly base cash retainer; 1-year vesting from payment date |
Performance Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Value of Stock Awards (grant-date ASC 718) | $135,000 | $144,375 |
| Restricted Shares held at fiscal year-end | 9,796 shares | 13,111 shares |
| Unvested restricted shares counted in beneficial ownership | — | 13,701 shares |
Director Equity Terms and Metrics
| Feature | Detail |
|---|---|
| Vesting requirement | Minimum one-year vesting; for non-employee directors, annual retainer RS vests at next annual meeting if service continues |
| Dividend treatment | Dividends on restricted stock are deferred and paid only upon vesting; forfeited if RS forfeits; paid within 30 days after vesting with interest as determined by Administrator |
| Annual retainer paid in RS (Board designation) | Portion of annual retainer may be paid in restricted stock; shares determined by dividing retainer value by 20-day arithmetic mean of daily VWAP; vest at next annual meeting |
| Election to receive RS in lieu of cash | Semi-annual irrevocable election; shares determined by 20-day arithmetic mean of daily VWAP; restrictions lapse one year after the date cash would have been paid |
| Non-Employee Director award cap | Aggregate grant-date fair value of all awards plus cash compensation per director per fiscal year capped at $500,000 |
Other Directorships & Interlocks
| Relationship | Disclosure |
|---|---|
| Shared directorships/conflicts | No related-party transactions involving directors or executive officers requiring disclosure in FY2025; only noted family relationship is CEO’s brother as EVP with comp consistent with peers |
| Supplier/customer interlocks | Not disclosed |
Expertise & Qualifications
- Executive leadership in public manufacturing (Executive Chairman and former CEO of Hurco); competencies include strategic planning, financial oversight, compensation, and organizational effectiveness .
- Independent director with long tenure (since October 2008), adding continuity and governance experience .
Equity Ownership
| Metric | FY2022 | FY2025 |
|---|---|---|
| Beneficial ownership (shares) | 84,308 | 122,131 |
| Ownership as % of shares outstanding | Less than 1% | Less than 1% |
| Unvested restricted shares included above | 12,039 | 13,701 |
| Directors & officers as a group (context) | 3,205,023 shares; 23.3% | 3,179,956 shares; 22.1% |
Governance Assessment
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Strengths:
- Independence affirmed; chairs Nominating & Governance and sits on Compensation & Human Capital—positions central to board effectiveness and succession planning .
- Engagement: Meets attendance thresholds; Board and committees met regularly; all directors attended the annual meeting, signaling commitment to shareholder engagement .
- Alignment: Elects stock in lieu of cash retainers; holds meaningful RS balances; director ownership guidelines of 3x retainer and minimum one-year vesting improve alignment and discourage short-termism .
- Structural safeguards: Non-employee director award cap ($500k), no evergreen provisions, share recycling limits, and clear dividend-deferral until vesting .
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Watch items / RED FLAGS to monitor:
- Mandatory retirement at 72: At age 70 with term expiring in 2026, succession planning for committee leadership may be necessary within a near-term horizon .
- Related-party context: While no director-related RPTs were disclosed, the CEO’s brother is a senior executive; continued oversight by independent committees is important to mitigate perceived conflicts (not directly attributable to Doar) .
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No disclosures indicating: hedging/pledging of company stock by Mr. Doar, tax gross-ups, option repricing, or director-specific severance/change-of-control provisions; company maintains Insider Trading Policy and Guidelines for Business Conduct and Ethics .