Independent
Tenure on this board
17.9 yrs
2 nominees · 4 ballot items.
Shareholders will elect two directors, approve executive compensation on an advisory basis, ratify RSM US LLP as independent auditors, and approve the amended and restated 2021 Omnibus Incentive Plan, with other proper business also permitted.
Elect Michael Doar and Michael C. Smiley to serve as directors until the 2029 Annual Meeting of Shareholders.
Approve, on a non-binding advisory basis, the compensation paid to Twin Disc’s named executive officers as disclosed under Item 402 of Regulation S-K.
The proposal asks shareholders to approve, on a non-binding advisory basis, compensation paid to Twin Disc’s named executive officers as disclosed under Item 402 of Regulation S-K. It is the company’s annual “Say on Pay” vote under Section 14A of the Securities Exchange Act. Management is seeking approval to obtain shareholder feedback on fiscal 2026 compensation practices and programs. The company states that its compensation program is designed to attract and retain key employees while rewarding short-term and long-term corporate and individual performance. A significant portion of potential executive compensation is performance-linked, including annual incentives and equity-based long-term awards. The company reports that performance stock awards granted in 2023 vested at 159.3% of target based on cumulative return on invested capital and EBITDA results over the relevant three-year period. Management also emphasizes governance features including no excise-tax gross-ups, double-trigger change-in-control provisions, stock ownership guidelines, clawbacks, and risk reviews. The proposal is advisory rather than binding, but the Compensation and Human Capital Committee and Board will consider the result in future compensation decisions. The Board recommends a vote FOR approval of the resolution.
Ratify the Audit Committee’s appointment of RSM US LLP as Twin Disc’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve the 2026 amendment and restatement of the 2021 Omnibus Incentive Plan, including an increase of 700,000 shares reserved for issuance, from 1,636,550 to 2,336,550 shares.
The proposal asks shareholders to approve the amended and restated Twin Disc 2021 Omnibus Incentive Plan adopted by the Board on August 5, 2026. The principal requested change is an increase of 700,000 shares reserved for awards, raising the aggregate authorization from 1,636,550 to 2,336,550 shares. Management says the additional capacity is needed to continue attracting, retaining, and motivating directors, officers, employees, and consultants through equity-based incentives. The plan consolidates and continues the company’s equity compensation framework for employees, consultants, and non-employee directors. As of August 21, 2026, 68,170 shares remained available for future issuance, while 619,330 shares were subject to outstanding restricted stock, restricted stock units, and performance stock awards assuming target performance. Including the new shares, remaining availability, and outstanding awards, the company estimates aggregate potential usage of 1,387,500 shares, or approximately 9.54% of common shares outstanding. The plan retains safeguards including minimum one-year vesting, no evergreen provision, limits on director compensation, restrictions on option and SAR repricing, clawbacks, share-recycling limits, and double-trigger change-in-control treatment for employees and consultants. The plan also caps aggregate annual compensation for any non-employee director at $500,000 when grant-date award value is combined with cash compensation. Approval requires the affirmative vote of at least a majority of shares represented at the meeting and voted on the proposal, and the Board recommends voting FOR approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GAMCO INVESTORS, INC. ET AL | 11.21% | 1,629,936 | $38M |
| 2 | Juniper Investment Company, LLC | 7.05% | 1,024,954 | $24M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.96% | 576,336 | $13M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.79% | 550,852 | $13M |
| 5 | Pacific Ridge Capital Partners, LLC | 3.62% | 526,488 | $12M |
| 6 | BlackRock, Inc. | 2.77% | 402,045 | $9M |
| 7 | GABELLI FUNDS LLC | 2.75% | 400,524 | $9M |
| 8 | AMERIPRISE FINANCIAL INC | 2.16% | 314,368 | $7M |
| 9 | BlackRock, Inc. | 1.93% | 280,360 | $7M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.72% | 249,798 | $6M |
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