Hurco Companies Inc DEF 14A, filed Jan 28, 2026

Hurco Companies Inc (HURC)

DEF 14A 2026-01-28 For: 2026-03-12

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Added on June 12, 2026

About this DEF 14A

Hurco Companies Inc filed this DEF 14A on January 28, 2026.

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Items of Business		Board’s Recommendation	Further Information
1	To elect eight directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualify	FOR each director nominee	Page 2
2	To approve, in an advisory (non-binding) vote, the compensation paid to our named executive officers (“Say on Pay”)	FOR	Page 14
3	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026	FOR	Page 49
4	To consider and transact any other business properly brought before the meeting or any adjournments thereof

	PROXY STATEMENT SUMMARY					1
	PROPOSAL 1. ELECTION OF DIRECTORS					2
	Director Nominees					2
	Director Nominee Experience and Qualifications and Board Composition					4
	CORPORATE GOVERNANCE					6
	Policies on Corporate Governance					6
	Board Leadership Structure					6
	Board Role in Risk Oversight					6
	Director Independence and Board Meetings					7
	Board Committees and Committee Meetings					8
	Compensation Committee Interlocks and Insider Participation					10
	Director Recommendations					10
	Shareholder Communications					10
	Code of Business Conduct and Ethics					10
	Certain Relationships and Related Person Transactions					10
	Environmental, Social, and Governance Matters					11
	COMPENSATION OF DIRECTORS					13
	Director Compensation Table					13
	Director Compensation Program					13
	PROPOSAL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION					14
	EXECUTIVE COMPENSATION					15
	Compensation Discussion and Analysis					15
	Report of the Compensation Committee					31
	Assessment of Compensation-Related Risks					31
	Compensation Tables					32
	SUMMARY COMPENSATION TABLE					32
	GRANTS OF PLAN-BASED AWARDS IN 2025					34
	OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END					35
	OPTION EXERCISES AND STOCK VESTED IN 2025					36
	EQUITY COMPENSATION PLAN INFORMATION AT 2025 FISCAL YEAR END					37
	NONQUALIFIED DEFERRED COMPENSATION IN 2025					38
	CEO Pay Ratio Disclosure					39
	Employment Agreements					40
	Equity Awards					41
	Potential Payments upon Termination					42
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					47
	PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					49
	REPORT OF THE AUDIT COMMITTEE					50
	QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING AND VOTING					51
	SHAREHOLDER PROPOSALS FOR OUR 2027 ANNUAL MEETING					54
	INCORPORATION BY REFERENCE					54
	ANNUAL REPORT ON FORM 10-K					54
	OTHER BUSINESS					54


	When: March 12, 2026 at 10:00 a.m. Eastern Time			Where: Company Headquarters 1 Technology Way Indianapolis, Indiana 46268			Record Date: January 16, 2026			Materials: Available at www.hurco.com/investors under “Proxy Materials”

		Board’s Recommendation	Further Information
1	To elect eight directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualify	FOR each director nominee	Page 2
2	To approve, in an advisory (non-binding) vote, the compensation paid to our named executive officers (“Say on Pay”)	FOR	Page 14
3	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026	FOR	Page 49

Nominees			Positions and Offices Held with Hurco
Michael Doar			Executive Chairman and Director
Cynthia Dubin			Director
Timothy J. Gardner			Director
Lawrence G. Keyler			Director Nominee
Richard Porter			Director
Benjamin Rashleger			Director
Janaki Sivanesan			Director
Gregory S. Volovic			President, Chief Executive Officer, and Director

		The Audit Committee Chair: Janaki Sivanesan
		Additional Committee Members: Cynthia Dubin Benjamin Rashleger All members are “independent” as such term is defined for audit committee members under the Nasdaq rules and SEC Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each of Ms. Dubin and Ms. Sivanesan qualifies as an “audit committee financial expert,” as defined by the SEC. Meetings Held in Fiscal Year 2025: 5				The Committee’s primary responsibilities include: • overseeing our accounting, financial reporting, and internal audit activities; • appointing our independent registered public accounting firm and meeting with that firm, our internal audit team, and our CFO to review the scope, cost, and results of our annual audit, and to review our internal accounting controls, policies, and procedures; • overseeing, reviewing, and discussing with management, and reporting to the Board, our cybersecurity, information technology, data security and business continuity risks and threats and management’s processes, procedures, and actions to identify, manage, and mitigate such risks; • reviewing and approving all related-person transactions or potential conflicts of interest in which any director, director nominee, executive officer, or significant shareholder of the Company (or any of their immediate family members) has a direct or indirect material interest; • establishing and maintaining procedures for the receipt and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; • reviewing with management and our internal audit department our major financial risk exposures and the steps management has taken to monitor and control such exposures; • reviewing and monitoring our compliance with internal policies and procedures related to hedging and financial derivative transactions; and • discussing with management and legal counsel legal matters that may have a material impact on our financial statements or compliance policies. The Report of the Audit Committee is included on page 50 of this proxy statement. The Audit Committee operates under a written charter, a copy of which is available on our website at www.hurco.com/investors under “Corporate Governance.”

		The Compensation Committee Chair: Timothy J. Gardner
		Additional Committee Members: Jay C. Longbottom Richard Porter All members are “independent” as such term is defined for compensation committee members under the Nasdaq rules and SEC Rule 10C-1 promulgated under the Exchange Act. Meetings Held in Fiscal Year 2025: 5				The Committee’s primary responsibilities include: • annually reviewing the performance of our executive officers and determining their compensation; • monitoring total personnel costs and providing input on guidelines for the general wage structure of our entire workforce; • overseeing the process for identifying and addressing any material risks relating to our compensation policies and practices for all employees, including our executive officers; • overseeing the administration of our employee benefit plans; • discussing with management the Compensation Discussion and Analysis and, if appropriate, recommending its inclusion in our Annual Report on Form 10-K and proxy statement; • overseeing, monitoring, and administering our stock ownership guidelines and recoupment or clawback policies applicable to our executive officers; • reviewing our policies concerning non-employee director compensation and recommending to the Board for final determination any changes in the form or amount of non-employee director compensation; and • reviewing our policies on perquisites for executive officers. The Report of the Compensation Committee is included on page31 of this proxy statement. The Compensation Committee operates under a written charter, a copy of which is available on our website at www.hurco.com/investors under “Corporate Governance.”

		The Nominating and Governance Committee Chair: Richard Porter
		Additional Committee Members: Timothy J. Gardner Jay C. Longbottom All members are independent directors as defined by Nasdaq rules. Meetings Held in Fiscal Year 2025: 4				The Committee’s primary responsibilities include: • reviewing the effectiveness of the Board’s leadership structure and recommending to the Board any proposed changes thereto; • identifying individuals qualified to become Board members and recommending to the Board director nominees for election at each annual meeting of shareholders; • maintaining our Corporate Governance Principles and Code of Business Conduct and Ethics; • leading the Board and its standing committees in an annual self-evaluation; • recommending members and chairs for each standing committee; • determining and evaluating succession plans for our CEO and other senior management positions; • overseeing, monitoring, and administering stock ownership guidelines applicable to our non-employee directors; and • reviewing our environmental, social, corporate responsibility and sustainability programs, initiatives, and policies and making recommendations to the Board and/or our management regarding the same. The Nominating and Governance Committee operates under a written charter, a copy of which is available on our website at www.hurco.com/investors under “Corporate Governance.”

	Culture			Charitable Giving
	Fostering a strong corporate culture that promotes high standards of ethics and compliance for our businesses, including policies and principles to guide employee, officer, director, and vendor conduct (e.g., our Code of Business Conduct and Ethics, ESG Policy, Human Rights Policy, and Supplier Code of Conduct).			Supporting charitable organizations that aid the communities in which we operate our business and/or that promote ESG matters. For example, since 2022, we have partnered with One Tree Planted® and donated funds to plant one tree for every machine sold by the Company.

	Energy Usage			Sustainability
	Developing software, hardware, and product design enhancements that have the potential to reduce the amount of power or energy required by end users to produce parts. For example, an internal Hurco study found that, assuming consistent levels of part geometry, finishing, and quality for the same production operation, a 2023 VMX42 requires approximately 28% less power (i.e., 7,049 kWh/a) than a 2011 VMX42 (i.e., 9,756 kWh/a) to produce the same part.			Promoting the acceptance of emerging and clean technologies that support environmental sustainability (e.g., by (1) increasing the number of electric vehicles in our owned or leased automobile sales and service fleets and installing electric vehicle charging stations at several of our locations, (2) installing LED or other energy efficient lighting sources at our corporate headquarters, corporate warehousing and manufacturing facilities, and several of our international subsidiaries’ locations, and (3) implementing recycling and sustainable water programs at various global locations).
	Employee Focus			Whistleblower Policy
	Developing, training, and maintaining a skilled manufacturing and machinist workforce to support advancements in manufacturing technology and the industries we serve. For example, the Hurco Apprenticeship Program educates and trains the next generation of skilled machinists, advanced manufacturing skilled labor, and automation specialists.			Maintaining a whistleblower policy providing for the confidential reporting of any suspected policy violations or unethical business conduct on the part of our businesses, employees, officers, directors, or vendors and the provision of training and education to our global workforce with respect to our Code of Business Conduct and Ethics and anti-corruption and anti-bribery policies.
	Environmental Awareness			Safety
	Fostering environmental awareness (i.e., evaluating our products and supply chain for conflict minerals and carbon emissions, holding our suppliers to high quality standards, and maintaining our Code of Business Conduct and Ethics and our Supplier Code of Conduct).			Providing safe and high-quality products and services that meet customer and regulatory requirements and demonstrate continuous improvement, including ISO 9001 certification.
	Diversity			Governance Documents
	Promoting a diverse workforce and environment that is representative of our global footprint and the communities in which we operate at all levels of the organization. See “Proposal 1. Election of Directors” for more information about the composition of our Board and executive officers.			Amending our governance documents to incorporate feedback received from shareholders or other emerging best corporate governance practices (e.g., our Insider Trading Policy, our Executive Compensation Recovery Policy, updates to all charters of Board standing committees, and amendments to our Articles of Incorporation and By-Laws effectuated in 2024 to provide shareholders with the right to amend our By-Laws).
	Dedicated ESG Leader			Executive Accountability
	In fiscal year 2023, appointing a senior leader to serve in a new independent and dedicated ESG role and creating an ESG Task Force focused on employee-led ESG initiatives.			Since 2022, including ESG-related metrics as strategic objectives in the short-term executive compensation arrangements for our named executive officers.

	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Thomas A. Aaro		25,000		—		25,000
Cynthia Dubin		50,000		79,996		129,996
Timothy J. Gardner		52,500		79,996		132,496
Jay C. Longbottom		45,000		79,996		124,996
Richard Porter		60,000		79,996		139,996
Benjamin Rashleger		25,000		79,996		104,996
Janaki Sivanesan		55,000		79,996		134,996

	1st Quarter ($)		2nd Quarter ($)		3rd Quarter ($)		4th Quarter ($)		Total ($)
Non-employee director retainer		11,250		11,250		11,250		11,250		45,000
Presiding Independent Director retainer		3,750		3,750		3,750		3,750		15,000
Audit Committee chair retainer		2,500		2,500		2,500		2,500		10,000
Compensation Committee chair retainer		1,875		1,875		1,875		1,875		7,500
Audit Committee member retainer		1,250		1,250		1,250		1,250		5,000

	Fiscal Year 2025 Base Salary
Gregory S. Volovic		$	679,606
Michael Doar		$	339,661
Sonja K. McClelland		$	430,301
HaiQuynh Jamison		$	237,064
Jonathon D. Wright		$	340,728

	Grant Date Value of Restricted Shares			Grant Date Value of Target PSUs – NI			Grant Date Value of Target PSUs – FCF
Gregory S. Volovic		$	562,500		$	375,000		$	312,500
Michael Doar		$	405,000		$	270,000		$	225,000
Sonja K. McClelland		$	337,500		$	225,000		$	187,500
HaiQuynh Jamison		$	90,000		$	60,000		$	50,000
Jonathon D. Wright		$	93,150		$	62,100		$	51,750

	What We Do			What We Don’t Do
	✓ Pay-for-performance: A significant percentage of target total direct compensation is in the form of variable compensation tied to company performance.			X No guaranteed base salary increases: Base salary levels are reviewed every year and periodically adjusted based on market competitiveness and internal equity.
	✓ Multiple performance metrics: Payouts of our annual cash incentives and long-term incentives are determined based on the weighted results for several financial performance measures and structured to balance accountability for driving annual results with sustainable long-term performance.			X No hedging: We prohibit executive officers from engaging in hedging transactions in our securities.
	✓ Stock ownership and retention requirements: Our executive officers and directors must comply with stock ownership requirements, and they must retain all net after-tax shares received from awards until they meet the required ownership level.			X No gross up of excise tax payments: We do not assist executives with taxes owed as a result of their compensation.
	✓ Compensation-related risk review: The Committee regularly reviews compensation-related risks to confirm that any such risks are not likely to have a material adverse effect on the Company.			X No excessive executive perks: Executive perquisites are not excessive and are limited to certain insurance benefits and, solely for the Executive Chairman, use of company leased vehicles.
	✓ Double-trigger requirement: Equity awards do not automatically vest in the event of a change in control. Instead, we impose a “double-trigger” requirement to accelerate vesting.			X No excessive severance upon a change in control: The level of severance benefits upon a change in control is not excessive and such benefits are not triggered absent a termination of the executives’ employment.
	✓ Independent advisor to the Committee: The Committee regularly consults with an independent compensation consultant.			X No payment of unearned dividends: Dividends and dividend equivalents on unvested awards are not paid prior to vesting.
	✓ Performance-based equity awards: A majority of the NEOs’ annual LTI award opportunity is delivered in PSUs that may be earned only if the Company achieves prescribed financial goals over a prospective three-year measurement period.

	Base salary over the period			Actual bonus earned and paid during the period
	The aggregate current value of restricted stock or restricted stock unit grants made during the period			The aggregate in-the-money value of stock option grants made during the period
	The actual payouts of performance-based equity awards with performance periods beginning and ending during the period			The estimated payout for performance-based equity awards that were granted during the period but remaining unvested at its conclusion

Company Name	2024 Revenue (fiscal year)			Market Capitalization (at May 15, 2025)			Employees (at 2024 fiscal year-end)
Ampco-Pittsburgh Corporation		$	418		$	45		1,634
Broadwind, Inc.		$	143		$	43		411
Core Molding Technologies, Inc.		$	302		$	135		1,570
Douglas Dynamics, Inc.		$	569		$	679		1,673
The Eastern Company		$	273		$	148		1,246
Energy Recovery, Inc.		$	145		$	669		254
FARO Technologies, Inc.		$	342		$	812		1,181
Graham Corporation		$	186		$	402		595
Key Tronic Corporation		$	567		$	28		4,122
nLIGHT, Inc.		$	199		$	631		800
Omega Flex, Inc.		$	102		$	350		175
Perma-Pipe Int’l Holdings, Inc.		$	151		$	113		750
Proto Labs, Inc.		$	501		$	966		2,357
Transcat, Inc.		$	259		$	753		1,104
Twin Disc, Incorporated		$	295		$	105		910
Velo3D, Inc.		$	41		$	140		105
Vishay Precision Group, Inc.		$	307		$	344		2,200
Hurco Companies, Inc.		$	187		$	96		688
Median		$	273		$	344		1,104

	Objective	Type of Compensation	Key Features
Base Salary	Provides competitive fixed pay that is tied to the market and allows us to attract, retain, and motivate executives, particularly in light of our industry’s cyclical nature	Cash	• Reflects competitive market assessment, as well as individual skills, experience, responsibilities, and performance over time • Influences annual cash and long-term incentive opportunities
Short-Term Incentive — Annual Cash Incentive	Encourages focus on short-term business performance	Cash	• Performance-based reward tied to achievement of annual operating income margin and strategic objectives • Pays only if threshold performance levels are met or exceeded • No payout if operating income margin is zero or negative
Long-Term Incentive — Performance Stock Units (PSUs)	Encourages focus on profitability and strong balance sheet and liquidity position	Equity	• Performance-based rewards tied to achievement of net income and free cash flow goals over a three-year period • Vests only if threshold performance levels are met or exceeded • Links value to stock price/shareholder return
Long-Term Incentive — Restricted Shares	Closely aligns executive and shareholder interests and aids in retention	Equity	• Promotes retention and enhances executive stock ownership • Links value to stock price/shareholder return

Operating Income Margin	Threshold		Target		Exceeds		Maximum
Actual Results		3%		6%		8%		10%
Percentage Payout Level		50%		100%		150%		200%

	What We Do			What We Don’t Do
	✓ Clawback policy: The Company has a policy that provides for the recovery of incentive-based compensation from executives in the event of a financial restatement.

	Fiscal Year 2024 Base Salary			Fiscal Year 2025 Base Salary			Percentage Change
Gregory S. Volovic		$	659,812		$	679,606		3%
Michael Doar		$	414,221		$	339,661		-18%
Sonja K. McClelland		$	417,768		$	430,301		3%
HaiQuynh Jamison		$	230,160		$	237,064		3%
Jonathon D. Wright		$	301,530		$	340,728		13%

	Target Amount of Fiscal Year 2025 Base Salary
Gregory S. Volovic		100%
Michael Doar		85%
Sonja K. McClelland		75%
HaiQuynh Jamison		40%
Jonathon D. Wright		50%

	Restricted Shares		PSUs – NI		PSUs – FCF
Gregory S. Volovic		28,394		18,930		15,775
Michael Doar		20,444		13,629		11,358
Sonja K. McClelland		17,036		11,357		9,465
HaiQuynh Jamison		4,543		3,028		2,524
Jonathon D. Wright		4,702		3,134		2,613

	PSUs – NI			PSUs – FCF
	Approximately 55% of PSU grant			Approximately 45% of PSU grant
	Based on our average net income for the performance period, relative to pre-established goals.			Based on the achievement of pre-established goals related to our average free cash flow over the three-year period. Free cash flow for any fiscal year in the performance period is defined as cash flow from operating activities (as reported in our audited financial statements for the period in question), minus capital expenditures (including software capitalization, since it represents a normal, recurring feature of our business).
	Participants will have the ability to earn: 50% of the target number of shares for achieving threshold performance 100% of the target number of shares for achieving target performance 200% of the target number of shares for achieving maximum performance Awards will be interpolated for results between threshold and target, and target and maximum.

	Target PSUs				Grant Date Fair Value $(1)			Actual PSUs				Vest Date Fair Value $
	NI		FCF		Grant Date Fair Value $(1)			NI		FCF		Vest Date Fair Value $
Gregory S. Volovic		18,953		16,584		$	937,466		—		—		$	—
Michael Doar		13,646		11,940		$	674,958		—		—		$	—
Sonja K. McClelland		11,372		9,950		$	562,474		—		—		$	—
HaiQuynh Jamison		1,516		1,326		$	74,972		—		—		$	—
Jonathon D. Wright		1,516		1,326		$	74,972		—		—		$	—

	Fiscal Year 2025 Base Salary			Fiscal Year 2026 Base Salary			Percentage Change
Gregory S. Volovic		$	679,606		$	706,111		3.9%
Michael Doar(1)		$	339,661		$	339,661		0%
Sonja K. McClelland		$	430,301		$	447,083		3.9%
HaiQuynh Jamison		$	237,064		$	246,310		3.9%
Jonathon D. Wright		$	340,728		$	353,260		3.7%

Name and Principal Position	Fiscal Year		Salary $		Bonus $(1)		Stock Awards $(2)		Non-Equity Incentive Plan Compensation $(3)		All Other Compensation $(4)		Total $
Gregory S. Volovic President and Chief Executive Officer		2025		675,800		—		1,249,991		—		97,812		2,023,603
		2024		613,735		—		1,249,967		—		95,305		1,959,007
		2023		587,383		88,764		1,249,963		295,880		96,429		2,318,419
Michael Doar Executive Chairman		2025		354,000		—		899,988		—		50,113		1,304,101
		2024		400,437		—		899,954		—		72,611		1,373,002
		2023		453,848		57,406		899,954		191,353		86,803		1,689,364
Sonja K. McClelland Executive Vice President, Treasurer and Chief Financial Officer		2025		427,891		—		749,987		—		29,699		1,207,577
		2024		393,790		—		749,976		—		28,556		1,172,322
		2023		399,450		45,192		749,957		150,639		23,074		1,368,312
HaiQuynh Jamison Corporate Controller and Principal Accounting Officer		2025		235,737		—		199,982		—		13,462		449,181
		2024		220,529		—		99,964		—		12,134		332,627
		2023		208,077		11,025		99,954		36,750		16,584		372,390
Jonathon D. Wright General Counsel and Corporate Secretary		2025		332,602		—		206,996		—		18,475		558,073
		2024		286,428		—		149,956		—		16,020		452,405
		2023		256,008		15,732		99,954		52,440		20,867		445,001

					PSU Awards
	Fiscal Year of Grant		Performance Period		Grant Date Fair Value (Based on Probable Outcome)		Grant Date Fair Value (Based on Maximum Performance)
Gregory S. Volovic		2025		2025 – 2027		687,506		1,375,012
		2024		2024 – 2026		937,481		1,874,962
		2023		2023 – 2025		937,466		1,874,932
Michael Doar		2025		2025 – 2027		494,992		989,984
		2024		2024 – 2026		674,966		1,349,932
		2023		2023 – 2025		674,959		1,349,918
Sonja K. McClelland		2025		2025 – 2027		412,504		825,008
		2024		2024 – 2026		562,493		1,124,986
		2023		2023 – 2025		562,474		1,124,948

	Fiscal Year		Leased Auto ($)		Supplemental Disability Insurance ($)		Matching 401(k) Plan Contributions ($)		Life Insurance ($)		Total ($)
Gregory S. Volovic		2025		—		18,482		21,000		58,330		97,812
		2024		—		16,275		20,700		58,330		95,305
		2023		—		18,299		19,800		58,330		96,429
Michael Doar		2025		24,838		8,904		16,371		—		50,113
		2024		25,133		8,845		20,700		17,933		72,611
		2023		31,001		9,839		19,800		26,163		86,803
Sonja K. McClelland		2025		—		10,861		18,838		—		29,699
		2024		—		7,856		20,700		—		28,556
		2023		—		3,274		19,800		—		23,074
HaiQuynh Jamison		2025		—		380		13,082		—		13,462
		2024		—		340		11,794		—		12,134
		2023		—		340		16,244		—		16,584
Jonathon D. Wright		2025		—		380		18,095		—		18,475
		2024		—		340		15,680		—		16,020
		2023		—		340		20,527		—		20,867

Name & Awards	Grant Date		Estimated Possible Payouts Under Non- Equity Incentive Plan Awards						Estimated Possible Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock and Option Awards ($)(1)
Name & Awards	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards ($)(1)
Gregory S. Volovic
2025 S-T Compensation		1/7/25		339,803		679,606		1,359,212
2025 – 2027 PSU-NI		1/7/25								9,465		18,930		37,860				375,003
2025 – 2027 PSU-FCF		1/7/25								7,888		15,775		31,550				312,503
2025 – 2027 Restricted Shares		1/7/25														28,394		562,485
Michael Doar
2025 S-T Compensation		1/7/25		144,356		288,712		577,424
2025 – 2027 PSU-NI		1/7/25								6,815		13,629		27,258				269,990
2025 – 2027 PSU-FCF		1/7/25								5,679		11,358		22,716				225,002
2025 – 2027 Restricted Shares		1/7/25														20,444		404,996
Sonja K. McClelland
2025 S-T Compensation		1/7/25		161,363		322,726		645,452
2025 – 2027 PSU-NI		1/7/25								5,679		11,357		22,716				224,982
2025 – 2027 PSU-FCF		1/7/25								4,733		9,465		18,930				187,502
2025 – 2027 Restricted Shares		1/7/25														17,036		337,483
HaiQuynh Jamison
2025 S-T Compensation		1/7/25		47,413		94,826		189,652
2025 – 2027 PSU-NI		1/7/25								1,514		3,028		6,056				59,985
2025 – 2027 PSU-FCF		1/7/25								1,262		2,524		5,048				50,000
2025 – 2027 Restricted Shares		1/7/25														4,543		89,997
Jonathon D. Wright
2025 S-T Compensation		1/7/25		85,182		170,364		340,728
2025 – 2027 PSU-NI		1/7/25								1,567		3,134		6,268				62,085
2025 – 2027 PSU-FCF		1/7/25								1,307		2,613		5,226				51,764
2025 – 2027 Restricted Shares		1/7/25														4,702		93,147

	Stock Awards
	Time-Based Awards				Performance-Based Awards
Name and Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1)
Gregory S. Volovic
01/03/23		3,951(2)		70,920
01/04/24		9,676(3)		173,684		21,771(5)		390,789
01/07/25		28,394(4)		509,672		17,352(6)		311,468
Michael Doar
01/03/23		2,845(2)		51,068
01/04/24		6,967(3)		125,058		15,675(5)		281,366
01/07/25		20,444(4)		366,970		12,493(6)		224,249
Sonja K. McClelland
01/03/23		2,371(2)		42,559
01/04/24		5,806(3)		104,218		13,063(5)		234,481
01/07/25		17,036(4)		305,796		10,411(6)		186,877
HaiQuynh Jamison
01/03/23		316(2)		5,672
01/04/24		774(3)		13,893		1,741(5)		31,251
01/07/25		4,543(4)		81,547		2,776(6)		49,829
Jonathon D. Wright
01/03/23		316(2)		5,672
01/04/24		1,161(3)		20,840		2,604(5)		46,742
01/07/25		4,702(4)		84,401		2,873(6)		51,570

	Stock Awards
	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Gregory S. Volovic		11,537(2)		225,664
Michael Doar		8,801(3)		172,147
Sonja K. McClelland		7,334(4)		143,453
HaiQuynh Jamison		979(5)		19,150
Jonathon D. Wright		1,172(6)		22,925

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)(3)
Equity compensation plans approved by security holders		146,677		—		1,155,405
Equity compensation plans not approved by security holders		—		—		—
Total		146,677		—		1,155,405

Name	Executive Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Balance at Last Fiscal Year End ($)
Michael Doar		21,240		306,562		2,229,125
Gregory S. Volovic		67,580		122,848		951,047

	Resignation ($)		Death ($)		Disability ($)(1)		Retirement ($)		Termination Without Cause or by Executive for Good Reason Prior to a Change in Control ($)(2)		Termination For Cause ($)(2)		Certain Terminations Within Specified Period After Change in Control or Equity Awards Not Assumed ($)(2)
Gregory S. Volovic
Severance Pay(3)		—		—		—		—		804,014		—		1,608,028
Deferred Compensation(4)		951,047		951,047		951,047		951,047		951,047		951,047		951,047
Restricted Shares(5)		—		—		—		—		—		—		754,277
PSUs(6)		—		—		—		—		—		—		729,245
Health Care Coverage(7)		—		—		635,453		—		46,215		—		92,430
Life Insurance(8)		—		1,778,347		—		—		—		—		—
Total		951,047		2,729,394		1,586,500		951,047		1,801,276		951,047		4,135,027
Michael Doar
Severance Pay(9)		—		—		—		—		327,689		—		655,378
Deferred Compensation(4)		2,229,125		2,229,125		2,229,125		2,229,125		2,229,125		2,229,125		2,229,125
Restricted Shares(5)		—		—		—		—		—		—		543,095
PSUs(6)		—		—		—		—		—		—		525,041
Health Care Coverage(7)		—		—		361,831		—		34,614		—		51,921
Life Insurance(10)		—		870,000		—		—		—		—		—
Total		2,229,125		3,099,125		2,590,956		2,229,125		2,591,428		2,229,125		4,004,560
Sonja K. McClelland
Severance Pay(9)		—		—		—		—		369,876		—		739,752
Restricted Shares(5)		—		—		—		—		—		—		452,574
PSUs(6)		—		—		—		—		—		—		437,549
Health Care Coverage(7)		—		—		392,121		—		48,128		—		72,192
Life Insurance(11)		—		400,000		—		—		—		—		—
Total		—		400,000		392,121		—		418,004		—		1,702,067
HaiQuynh Jamison
Severance Pay(9)		—		—		—		—		54,401		—		54,401
Restricted Shares(5)		—		—		—		—		—		—		101,112
PSUs(6)		—		—		—		—		—		—		74,764
Health Care Coverage(7)		—		—		178,532		—		—		—		—
Life Insurance(11)		—		236,000		—		—		—		—		—
Total		—		236,000		178,532		—		54,401		—		230,277
Jonathon D. Wright
Severance Pay(9)		—		—		—		—		38,445		—		38,445
Restricted Shares(5)		—		—		—		—		—		—		110,913
PSUs(6)		—		—		—		—		—		—		96,869
Health Care Coverage(7)		—		—		230,364		—		—		—		—
Life Insurance(11)		—		333,000		—		—		—		—		—
Total		—		333,000		230,364		—		38,445		—		246,227

Fiscal Year	Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(1)(2)			Average Summary Compensation Table Total for Non-PEO NEOs(1)			Average Compensation Actually Paid to Non-PEO NEOs(1)(2)			Value of Initial Fixed $100 Investment Based on:
Fiscal Year	Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(1)(2)						Average Compensation Actually Paid to Non-PEO NEOs(1)(2)			Total Shareholder Return			Net Income (Loss) ($ millions)
(a)	(b)			(c)			(d)			(e)			(f)			(h)
2025		$	2,023,603		$	1,051,592		$	879,733		$	494,306		$	80.90		$	(15.1)
2024		$	1,959,007		$	813,504		$	832,589		$	406,920		$	94.69		$	(16.6)
2023		$	2,318,419		$	1,625,725		$	968,767		$	680,771		$	88.74		$	4.4

	Shares Owned		% Ownership
Michael Doar		217,182(2)		3.3%
Cynthia Dubin		19,617(1)		*
Timothy Gardner		22,784(1)		*
Jay C. Longbottom		25,392(1)		*
Richard Porter		19,864(1)		*
Benjamin Rashleger		4,978(1)		*
Janaki Sivanesan		37,383(3)		*
Gregory S. Volovic		161,277(4)		2.4%
Sonja K. McClelland		117,525(5)		1.8%
HaiQuynh Jamison		15,369(6)		*
Jonathon D. Wright		15,190(7)		*
Current executive officers and directors as a group (11 persons)		656,561		9.9%

Name and Address
Brandes Investment Partners, L.P.
4275 Executive Square, 5th Floor, La Jolla, California 92037	494,441(8)	7.4%
Acuitas Investments, LLC
520 Pike Street, Suite 1221, Seattle, Washington, 98101	423,287(9)	6.4%
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One, Austin, TX 78746	397,705(10)	6.0%
Carl K. Oppenheimer
119 West 57th Street, Suite 1515, New York, New York 10019	395,988(11)	6.0%

	Fiscal Year 2025			Fiscal Year 2024
Audit Fees(1)		$	1,415,000		$	1,350,000
Audit-Related Fees(2)			35,000			—
Tax Fees(3)			260,000			120,000
All Other Fees(4)			—			—
TOTAL		$	1,710,000		$	1,470,000