Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses TWIN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TWIN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| John Batten | $704,698 | $0 | $1,033,830 | $0 | $495,610 | $0 | $177,106 | $2,411,245 |
| President and Chief Executive Officer | ||||||||
| Jeffrey Knutson | 415,026 | 0 | 507,613 | 0 | 195,787 | 0 | 37,771 | 1,156,197 |
| Vice President – Finance, CFO, Treasurer and Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| John Batten | $2,411,245 | $2,566,513 | — | −155,268 |
| Jeffrey Knutson | 1,156,197 | 1,208,521 | — | −52,324 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| John Batten | PSU | 2024-08-01 | 22,856 | 45,711 | — | 91,422 | $620,298 |
| John Batten | RSU | 2024-08-01 | — | — | 30,474 | — | 413,532 |
| Jeffrey Knutson | RSU | 2024-08-01 | — | — | 14,963 | — | 203,047 |
| Jeffrey Knutson | PSU | 2024-08-01 | 11,222 | 22,444 | — | 44,888 | 304,565 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| John Batten | $413,532 | $620,298 | $0 | 60.0% |
| Jeffrey Knutson | 203,047 | 304,565 | 0 | 60.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| John Batten | PSU | 91,422 | — | $807,256 |
| John Batten | PSU | 98,798 | — | 872,386 |
| Jeffrey Knutson | PSU | 44,888 | — | 396,361 |
| Jeffrey Knutson | PSU | 48,510 | — | 428,343 |
| John Batten | PSU | 48,251 | — | 426,056 |
| Jeffrey Knutson | PSU | 23,691 | — | 209,192 |
| John Batten | RSU | 32,933 | — | 290,798 |
| John Batten | RSU | 30,474 | — | 269,085 |
| Jeffrey Knutson | RSU | 16,170 | — | 142,781 |
| Jeffrey Knutson | RSU | 14,963 | — | 132,123 |
Twin Disc's compensation philosophy is designed to attract and retain key employees and reward them for short-term and long-term performance by aligning the interests of Named Executive Officers with those of shareholders through a pay-for-performance approach. The program consists of base salary, annual incentives, and long-term incentives, with a significant portion of compensation tied to corporate performance and heavily weighted toward equity-related awards.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pay Governance, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-10-30 | 10,107,525 | 228,395 | 377,523 | 97.79% | Passed |
| 2024 | 2024-10-31 | 10,506,436 | 96,055 | 363,920 | 99.09% | Passed |
| 2023 | 2023-10-26 | 9,934,309 | 135,260 | 419,141 | 98.66% | Passed |
| 2022 | 2022-10-27 | 10,038,301 | 133,808 | 460,820 | 98.68% | Passed |
| 2021 | 2021-10-28 | 9,372,190 | 277,689 | 680,751 | 97.12% | Passed |
| 2020 | 2020-10-29 | 8,678,773 | 922,220 | 762,724 | 90.39% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-10-30 | 97.79%a |
| 2024 | 2024-10-31 | 99.09%b |
| 2023 | 2023-10-26 | 98.66%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Michael SmileyIndependent · Board Chair | $122,875 | $80,000 | — | — | $62,500 | $265,375 |
| David JohnsonIndependent · Audit · Nominating and Governance (Chair) | 64,375 | 100,000 | — | — | 164,375 | 164,375 |
| Janet GiesselmanIndependent · Audit · Compensation and Human Capital | 79,375 | 80,000 | — | — | 159,375 | 159,375 |
| Michael DoarIndependent · Compensation and Human Capital · Nominating and Governance | 10,000 | 144,375 | — | — | 154,375 | 154,375 |
| Juliann LarimerIndependent · Audit · Compensation and Human Capital | 64,375 | 80,000 | — | — | 144,375 | 144,375 |
| Kevin OlsenIndependent · Audit · Compensation and Human Capital · Nominating and Governance | 64,375 | 80,000 | — | — | 144,375 | 144,375 |
| John H. BattenEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $64,375 |
|---|---|
| Annual equity retainer | $80,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | $3 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $405,375 |
| Equity awards (grant-date value) | $564,375 |
| All other compensation | $829,375 |
| Total cost of the board | $1,799,125 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Twin Disc | 2025 | John Batten | $704,698 | $1,033,830 | $0 | $495,610 | $2,411,245 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, John Batten | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Executive Compensation”. As printed: 2,411,245. Filing ↗machine: span 566177–566186 |
| 2 | Section 01, Jeffrey Knutson | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Executive Compensation”. As printed: 1,156,197. Filing ↗ |
| 3 | Section 03, John Batten PSU | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 444671–444678 |
| 4 | Section 03, John Batten RSU | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 450800–450807 |
| 5 | Section 03, Jeffrey Knutson RSU | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 480165–480172 |
| 6 | Section 03, Jeffrey Knutson PSU | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 08, Michael Smiley | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Director Compensation”. As printed: 265,375. Filing ↗machine: span 650374–650381 |
| 8 | Section 08, David Johnson | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Director Compensation”. As printed: 164,375. Filing ↗machine: span 643163–643170 |
| 9 | Section 08, Janet Giesselman | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Director Compensation”. As printed: 159,375. Filing ↗machine: span 639558–639565 |
| 10 | Section 08, Michael Doar | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Director Compensation”. As printed: 154,375. Filing ↗machine: span 636011–636018 |
| 11 | Section 08, Juliann Larimer | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Director Compensation”. As printed: 144,375. Filing ↗machine: span 653920–653927 |
| 12 | Section 08, Kevin Olsen | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Director Compensation”. As printed: 144,375. Filing ↗machine: span 646705–646712 |
| 13 | Section 08, John H. Batten | DEF 14A | 2025-09-15 | 0001437749-25-029012 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-11-04 | 0001437749-25-033066 | Item 5.07 · say-on-pay result. As reported: 97.79% (votes for as printed: 10,107,525). Filing ↗ |
| 15 | Section 06, 2024 vote | Form 8-K | 2024-11-06 | 0001437749-24-033458 | Item 5.07 · say-on-pay result. As reported: 99.09% (votes for as printed: 10,506,436). Filing ↗ |
| 16 | Section 06, 2023 vote | Form 8-K | 2023-11-01 | 0001437749-23-029659 | Item 5.07 · say-on-pay result. As reported: 98.66% (votes for as printed: 9,934,309). Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 19 | Section 09b board cost (computed) | Computed | — | computed | Cash 405,375 + equity 564,375 + all other 829,375 = 1,799,125, summed across the director compensation table rows.machine: formula: Σ = 1,799,125 |
| 20 | Twin Disc (subject), Section 10b CEO total | DEF 14A | 2025-09-15 | 0001437749-25-029012 | CEO total compensation as printed in Twin Disc's own proxy. As printed: 2,411,245. Filing ↗machine: span 566177–566186 |