Timothy Batten
About Timothy Batten
Executive Vice President at Twin Disc (TWIN); previously Vice President of Marine and Propulsion in FY2024. He is the brother of CEO John H. Batten and is treated as a related person under SEC rules; his FY2025 and FY2024 total compensation was approximately $518,000 and $503,000, respectively, including fair value of equity awards under the 2021 LTI plan . Company performance metrics relevant to incentive vesting include a 166.2% vest outcome for the FY2023–FY2025 ROIC and cumulative EBITDA goals , and a 148.7% vest outcome for the FY2022–FY2024 ROIC, cumulative sales revenue and cumulative EPS goals . Twin Disc’s Pay vs Performance table shows TSR based on a $100 initial investment and net income for FY2023–FY2025 (TSR: $126.09, $133.26, $100.67; Net Income: $10,380k, $10,988k, $(1,894)k) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Twin Disc, Incorporated | Vice President of Marine and Propulsion | FY2024 | Senior leadership over marine/propulsion segment; participates in 2021 LTI plan . |
| Twin Disc, Incorporated | Executive Vice President | FY2025–present | Corporate executive leadership; compensation aligned with peers of similar experience; participates in 2021 LTI plan . |
External Roles
- Not disclosed in proxy or 10-K files reviewed .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Total Compensation (approximate, includes equity grant fair value) | $503,000 | $518,000 |
Notes:
- Base salary, target bonus %, and actual cash bonus paid for Timothy are not itemized in the proxy; only aggregate total compensation is disclosed as a related-person entry .
- Twin Disc’s CEO and CFO had FY2025 target bonus percentages of 85% and 55% of base salary tied to CIP metrics; this illustrates program design but is not specific to Timothy .
Performance Compensation
Twin Disc uses a Corporate Incentive Plan (CIP) annually and a three-year LTI framework. While Timothy’s specific grant counts are not disclosed, his compensation includes equity awards under the 2021 LTI plan .
Annual CIP Design and FY2024–FY2025 Results (Program context)
| Metric | Weight | FY2024 Target | FY2024 Actual | FY2024 Payout Context | FY2025 Target | FY2025 Actual | FY2025 Payout Context |
|---|---|---|---|---|---|---|---|
| Net Sales | 20% | $293,000,000 | $295,127,000 | Over target; contributed to payouts (CEO/CFO examples: 115.9%/118.4% of target) | $336,000,000 | $340,738,000 | Over target; CIP paid 81.9%/84.9% for NEOs due to other metrics |
| EBITDA % of Net Sales | 40% | 10.0% | 10.33% | Above target | 10.0% | 9.28% | Below target |
| Inventory % of Net Sales | 20% | 41% | 40.6% | Better than target (lower = better) | 37.8% | 41.0% | Worse than target |
| Strategic Objectives (Corporate/Individual) | 20% | Growth/European consolidation/Individual | Growth 100%, EU consolidation 50% | Mixed; overall strong | Growth/Individual | Corporate Growth 100% | Strong on corporate objective |
LTI Performance Awards and Vesting Outcomes
-
FY2022–FY2024 Performance Period (weights: ROIC 40%, Cumulative Sales Revenue 30%, Cumulative EPS 30%)
Metric Weight Target Actual Payout Contribution Average ROIC 40% 4.0% 6.81% 146.8% of goal (weighted 40%) Cumulative Sales Revenue 30% $738,000,000 $815,000,000 150.0% of goal (weighted 30%) Cumulative EPS 30% $1.00 $2.42 150.0% of goal (weighted 30%) Total Vesting — — — 148.7% of target -
FY2023–FY2025 Performance Period (weights: ROIC 50%, Cumulative EBITDA 50%)
Metric Weight Threshold Target Maximum Actual Payout Contribution Average ROIC 50% 3.0% 4.0% 6.0% 6.40% 200.0% of goal (weighted 50%) Cumulative EBITDA 50% $45,000,000 $70,000,000 $120,000,000 $86,170,000 132.3% of goal (weighted 50%) Total Vesting — — — — — 166.2% of target
Program mechanics: LTI grants typically have three-year vesting; award types include performance stock and RSUs; minimum vest period one year; vesting criteria are defined by ROIC and cumulative EBITDA (FY2026 cycle continues same 50/50 structure) .
Equity Ownership & Alignment
- Hedging and pledging prohibited for executives and directors; designated insiders require pre-clearance and trade only in windows .
- Stock ownership guidelines apply to CEO (5x base salary) and CFO (2x base salary) with four years to comply; guidelines for other executives are not specified in the proxy .
- Beneficial ownership for Timothy is not tabulated in the executive/board ownership tables (which list CEO/CFO and directors), and shares owned/vested vs unvested for Timothy are not disclosed in the filings reviewed .
Employment Terms
- Change-in-control: Twin Disc has severance agreements for executive officers (updated August 2022) with double-trigger vesting; multiples disclosed for CEO (2.5x salary+bonus) and CFO (2.0x), avoidance of 280G excise tax gross-ups; equity awards vest at maximum or target levels depending on plan history upon qualifying termination post-CIC; restricted stock/RSUs accelerate .
- Clawbacks: Formal clawback policy for restatements and willful misconduct leading to material harm; incentive disgorgement mandated/permitted accordingly .
- Insider Trading: Strict policy governing trading windows, pre-clearance, and prohibitions .
Investment Implications
- Pay-for-performance alignment: LTI outcomes vested well above target (148.7% in FY2024; 166.2% in FY2025), signaling strong execution on ROIC and EBITDA/sales/EPS multi-year targets; this supports retention and motivates performance, including for senior executives like Timothy who participate under the same LTI framework .
- Selling pressure: Prohibitions on hedging/pledging reduce forced-selling risk; RSU/performance stock typically vest on three-year schedules, which can create periodic supply when awards settle—FY2026 and FY2027 are notable corporate vest years, though Timothy’s specific grant sizes/dates are not disclosed .
- Governance and severance economics: Double-trigger equity acceleration and market-referenced severance design without excise tax gross-ups suggests shareholder-friendly guardrails; Timothy likely benefits from the executive officer framework, but his exact multiples are not disclosed .
- Related-party oversight: As the CEO’s brother, Timothy’s compensation is monitored via annual related-person questionnaires; the proxy notes his pay is consistent with peers of similar experience and position, which mitigates nepotism risk concerns for investors .
- Performance context: Corporate TSR moderated in FY2025 alongside negative net income, yet multi-year LTI metrics still achieved high vesting outcomes, indicating operational improvements in ROIC and EBITDA despite headline profit volatility—investors should weigh the sustainability of these drivers for future cycles .