TWIN DISC INC
For the period ended Oct 29, 2026. Filed Sep 14, 2026.
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Oct 29, 2026 · Filed Sep 14, 2026
Contents
Summary Compensation Table
The following table summarizes the “total compensation” of the Corporation’s Named Executive Officers for the fiscal years ended June 30, 2026 and June 30, 2025. It should be noted that the total compensation as reported by the Summary Compensation Table follows specific requirements of the Securities and Exchange Commission for reporting compensation and does not reflect the target or actual compensation for the Named Executive Officers for the fiscal year.
| Name and Principal Position · Year · Salary · (1) Stock Awards · (2) Non-Equity Incentive Plan Compensation · (3) Nonqualified Deferred Compensation Earnings · (4) All Other Compensation · Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| John H. Batten President and Chief Executive Officer | 2026 | $712,071 | $1,002,767 | $440,060 | $— | $190,952 | $2,345,850 | ||||||
| 2025 | $704,698 | $1,033,830 | $495,610 | $— | $177,106 | $2,411,244 | |||||||
| Jeffrey S. Knutson Vice President – Finance, CFO, Treasurer and Sec’y | 2026 | $432,929 | $492,365 | $150,940 | $— | $44,768 | $1,121,002 | ||||||
| 2025 | $415,026 | $507,613 | $195,787 | $— | $37,771 | $1,156,197 | |||||||
| (1) | Reflects the aggregate grant date fair value for each Named Executive Officer computed in accordance with Financial Accounting Standards Board ASC Topic 718, excluding the effect of estimated forfeitures. The performance awards are calculated as of the grant date, based on the most probable outcomes of the respective performance goals. The aggregate grant date fair value of the performance-based awards granted in FY2026, assuming the maximum performance goals are achieved, are as follows: Mr. Batten, $1,203,324; and Mr. Knutson, $590,838. These calculations are based on the closing share price on the date of grant of $9.05. |
The following table presents separately the compensation expense recognized in FY2026 and in FY2025 for outstanding awards of performance stock (restricted stock units with performance conditions are included in the “Performance Stock” column), restricted stock and restricted stock units for Messrs. Batten and Knutson.
| Name · Year · Performance Stock · Restricted Stock · Restricted Stock Units | |||||||
|---|---|---|---|---|---|---|---|
| John H. Batten | 2026 | $840,220 | $267,822 | $133,375 | |||
| 2025 | $989,527 | $270,555 | $130,594 | ||||
| Jeffrey S. Knutson | 2026 | $412,545 | $131,501 | $65,488 | |||
| 2025 | $485,863 | $132,842 | $65,031 | ||||
| (2) | Reflects cash bonuses earned in connection with achievement of specific performance targets under the Corporate Annual Incentive Plan, described in the narrative following the Summary Compensation Table. |
| (3) | Mr. Batten’s SERP benefit was credited with 4.6% in earnings, which is not an above-market rate of return. Mr. Knutson is not eligible for a SERP benefit. |
| (4) | All Other Compensation consists of the following for each of the Named Executive Officers: |
| Name | 401(k) Company Match | Retirement Savings Plan Contribution | Defined Contribution SERP | Life Insurance | Dividend Equivalents Paid on Vested Restricted Stock Units | Prerequisites and Personal Benefits | Total |
|---|---|---|---|---|---|---|---|
| John H. Batten | $11,250 | $22,425 | $86,926 | $29,000 | $17,236 | $24,115 | $190,952 |
| Jeffrey S. Knutson | $11,535 | $24,770 | $8,463 | $44,768 | |||
The Corporation’s Supplemental Executive Retirement Plan (“SERP”) was restated during FY2011 to provide a defined contribution formula for the benefits of Mr. Batten. Mr. Knutson does not participate in the SERP.
Messrs. Batten and Knutson participate in an endorsement split-dollar life insurance plan.
Perquisites and Personal Benefits for Mr. Batten for FY2026 consist of personal use of the company plane (valued at $20,623) and supplemental long-term disability premiums. The aggregate total of perquisites and personal benefits for the remaining Named Executive Officer was less than $10,000 for FY2026, and therefore need not be disclosed or included in such Named Executive Officer’s “All Other Compensation” total.
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