UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
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HURCO COMPANIES, INC.
1 TECHNOLOGY WAY
INDIANAPOLIS, INDIANA 46268
(317) 293-5309

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The following items of business are more fully described in our proxy statement accompanying this notice. Please read our proxy statement carefully.

The Board of Directors recommends a vote FOR items 1, 2, and 3. The persons named as proxies will use their discretion to vote on any other matters that may properly arise at the 2026 Annual Meeting.

Please mark, sign, and date the enclosed proxy card and return it in the enclosed return envelope, which requires no postage if mailed in the United States, or vote your shares via the Internet or by telephone as described in the proxy statement and on the proxy card.

Only shareholders of record as of the close of business on the record date of January 16, 2026, are entitled to notice of and to vote at the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) or any adjournments thereof. In the event there are not sufficient votes for approval of one or more of the above matters at the time of the 2026 Annual Meeting, the Company may adjourn the 2026 Annual Meeting to permit further solicitation of proxies.

By order of the Board of Directors,
Jonathon D. Wright, General Counsel & Corporate Secretary

Indianapolis, Indiana
January 28, 2026

YOUR VOTE IS IMPORTANT — Even if you plan to attend the 2026 Annual Meeting, we urge you to mark, date, and sign the enclosed proxy card and return it promptly in the enclosed envelope or to vote your shares via the Internet or by telephone as described on the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting to be Held on March 12, 2026

In accordance with the rules of the Securities and Exchange Commission, we are advising our shareholders of the availability of our proxy materials related to the 2026 Annual Meeting on the Internet. These rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering to all shareholders paper copies of all the proxy materials, as well as providing access to those proxy materials on a publicly-accessible website.

This Notice of 2026 Annual Meeting and the corresponding proxy statement, form of proxy card, and our most recent annual report on Form 10-K are available at www.hurco.com/proxymaterials. If you plan to attend the 2026 Annual Meeting in person, you may obtain directions to the meeting site by written request directed to Jonathon D. Wright, Corporate Secretary, Hurco Companies, Inc., 1 Technology Way, Indianapolis, Indiana 46268, or by telephone at (317) 293-5309.

 

 

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements

The statements included in this proxy statement regarding future performance and results, expectations, plans, strategies, priorities, commitments, and other statements that are not historical facts are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based upon current beliefs, expectations, and assumptions and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended October 31, 2025. Readers of this proxy statement are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

 

HURCO COMPANIES, INC.
1 Technology Way
Indianapolis, Indiana 46268
2026 Annual Meeting of Shareholders
March 12, 2026

PROXY STATEMENT SUMMARY

This proxy statement and accompanying proxy are being furnished to the holders of common stock of Hurco Companies, Inc. (the “Company,” “Hurco,” “we,” or “us”) in connection with the solicitation of proxies by the Board of Directors (the “Board”) for the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). This proxy statement and the accompanying form of proxy are being mailed to our shareholders on or about January 28, 2026.

The following summary highlights information more fully described in our proxy statement accompanying this notice. Please read our proxy statement carefully.

Annual Meeting Overview

Proxy Voting Roadmap

Shareholders will be asked to vote on the following matters at the 2026 Annual Meeting:

Director Nominees

 

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PROPOSAL 1. ELECTION OF DIRECTORS

The Board currently consists of eight members. The Board, acting on the recommendation of our Nominating and Governance Committee, has nominated each of the current directors for re-election at the 2026 Annual Meeting, other than Jay C. Longbottom. Following discussions with Mr. Longbottom and consistent with the Board’s long-term succession planning strategies, the Board did not nominate Mr. Longbottom to stand for re-election at the 2026 Annual Meeting. The Board thanks Mr. Longbottom for his years of service, dedication to the Board, and his many contributions to the Company. The Board, acting on the recommendation of our Nominating and Governance Committee, has nominated a new nominee for election at the annual meeting, Lawrence G. Keyler. Mr. Keyler was recommended to the Board for nomination as a director by the Nominating and Governance Committee. The Nominating and Governance Committee considered and reviewed Mr. Keyler as a candidate for director after receiving a recommendation from the Executive Chairman, Chief Executive Officer, and Chief Financial Officer.

In addition, as previously disclosed and consistent with the Company’s long-term succession planning, Mr. Doar has announced his retirement as Executive Chairman of the Board, effective as of the 2026 Annual Meeting. The Board has nominated Mr. Doar for re-election at the 2026 Annual Meeting. If re-elected at the 2026 Annual Meeting, Mr. Doar will serve as non-executive Chairman of the Board after that date.

No fees were paid to any third parties to identify or evaluate potential nominees. Unless authority is specifically withheld, the shares being voted by proxy will be voted in favor of each of these nominees. Each nominee who is elected will serve for a term of one year, which expires at our next Annual Meeting of Shareholders or such later date as his or her successor has been elected and qualified. Proxies cannot be voted for a greater number of persons than eight, which is the number of nominees named in this proxy statement.

If any of these nominees becomes unable to serve, we expect that the persons named in the proxy will exercise their voting power in favor of such other person or persons as the Board may recommend. Each of the nominees has consented to being named in this proxy statement and to serve if elected. The Board knows of no reason why any of the nominees would be unable to serve.

Director Nominees

The names of the persons who are nominees for election and their current positions and offices with Hurco, if any, are set forth below. There are no family relationships among any of our directors or officers.

Michael Doar, age 70, has been a member of the Board since 2000. Mr. Doar was elected Chairman of the Board and appointed our Chief Executive Officer (“CEO”) in fiscal year 2001, a position he held until March 2021, when he transitioned to the role of Executive Chairman. Mr. Doar also served as our President from November 2009 to March 2013. Prior to joining Hurco, Mr. Doar served as Vice President of Sales and Marketing of Ingersoll Contract Manufacturing Company, a subsidiary of Ingersoll International, an international engineering and machine tool systems business, having previously held various management positions with Ingersoll International from 1989. Mr. Doar also serves as a director of Twin Disc, Incorporated (“Twin Disc”), a manufacturer of marine and heavy duty off-highway power transmission equipment, and currently serves as chair of Twin Disc’s Nominating & Governance Committee and as a member of Twin Disc’s Compensation & Executive Development Committee.

Mr. Doar led Hurco for more than 20 years. As our current Executive Chairman and former CEO, Mr. Doar brings to our Board his in-depth knowledge of our business, strategy, people, operations, competition, and financial position.

Cynthia Dubin, age 64, has been a member of the Board since 2019. Ms. Dubin is an experienced chief financial officer and board director. Since December 2020, Ms. Dubin has served as a director for ICE Futures Europe, an exchange for futures and options contracts for crude oil, interest rates, equity derivatives, natural gas, power, coal,

 

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emissions, and soft commodities, and is currently also the chair of its Risk and Audit Committee. In June 2025, Ms. Dubin joined the board of directors of Polestar Automotive Holding UK PLC, a Nasdaq-listed European manufacturer of performance electric vehicles. In February 2019, Ms. Dubin was appointed to the board of the U.K. Competition and Markets Authority (“CMA”), a non-ministerial government department in the United Kingdom, responsible for strengthening business competition and preventing and reducing anti-competitive activities. During her tenure with the CMA, which concluded in June 2025 upon her retirement from its board, she served as the Chair of its Nominations Committee and Audit and Risk Assurance Committee. From May 2021 to August 2023, Ms. Dubin also served as a director, Chair of the Audit Committee, and member of the Compensation Committee for Franchise Group, Inc. (the “Franchise Group”). Franchise Group is a holding company for a franchising platform for an increasingly diverse collection of market-leading and emerging brands. From August 2020 through November 2022, Ms. Dubin served as a director, Chair of the Audit Committee, and a member of the Remuneration and Nomination Committees of Synthomer plc, a U.K. publicly-traded chemicals manufacturer specializing in aqueous polymers. From 2015 to September 2020, she served on the Board of Directors of Babcock & Wilcox Enterprises, Inc. (“B&W”), a NYSE-listed global provider of advanced energy and environmental technologies for the power and industrial markets with operations, subsidiaries, and joint ventures worldwide. During that time, she also served as Chair of B&W’s Audit Committee and a member of its Governance Committee. Ms. Dubin also served as the CFO of Pivot Power LLP, an emerging leader in power storage and electric vehicle infrastructure in the U.K., from August 2018 to March 2019; CFO of JKX Oil & Gas Ltd. (“JKX”) from 2011 to 2016; and CFO for Canamens Ltd. (“Canamens”) from 2006 to 2011. JKX and Canamens are London Stock Exchange listed and private equity-backed oil and gas exploration and production companies, respectively. Additionally, Ms. Dubin was European CFO for Edison Mission Energy, a builder, owner, and operator of large-scale power generation projects, and started her career as a project finance banker with Irving Trust Company.

Ms. Dubin brings to our Board thorough knowledge and understanding of complex international corporate finance, mergers and acquisitions, capital markets, and risk management and oversight.

Timothy J. Gardner, age 70, has been a member of the Board since 2017. A seasoned leader in industrial and international manufacturing operations, from 2016 to March 2021, Mr. Gardner served as the Managing Director of Akoya Capital (“Akoya”), responsible for leading Akoya’s industrial product sector. From 2015 to December 2020, Mr. Gardner also served as a Senior Advisor for Pritzker Private Capital (“Pritzker”) and a board member of LBP Manufacturing, a packaging company acquired by Pritzker. From 2009 to 2014, Mr. Gardner served as the Executive Vice President of Illinois Tool Works (“ITW”) and led ITW’s consumer products segment, a $1.6 billion business focused on packaging and specialty decorating. Between 1997 and 2009, Mr. Gardner held various leadership positions within ITW.

Mr. Gardner brings to our Board extensive leadership experience in industrial and international manufacturing operations, as well as extensive knowledge and experience in finance and acquisitions and divestitures. During his tenure at ITW, Mr. Gardner led ten acquisitions and four divestitures and managed multiple division and group financial controllers.

Lawrence G. Keyler, age 65, is a director nominee. Mr. Keyler was a Partner at RSM US LLP (“RSM”) from 2011 until his retirement in July 2025. During his time at RSM, Mr. Keyler served in various leadership roles, including most recently as RSM’s Global Automotive Leader and National Industrials tax leader. He also recently served as a member of RSM’s National SEC practice. Prior to RSM, Mr. Keyler was at KPMG LLP from 1997 to 2011, and at Coopers & Lybrand from 1982 to 1997.

Mr. Keyler would bring to our Board extensive experience and knowledge in complex international corporate finance, tax strategy and planning, industrial manufacturing industries, and mergers and acquisitions.

Richard Porter, age 70, has been a member of the Board since 2012. Mr. Porter has managed a private equity portfolio of manufacturing companies since 2007. Previously, he was President of CB Manufacturing, a cutting tool company, and President of Ingersoll Contract Manufacturing Company, a subsidiary of Ingersoll International.

Mr. Porter brings to our Board extensive experience in the machine tool industry, particularly in product and contract manufacturing. Mr. Porter also has experience serving on the boards of a number of private companies with annual revenues ranging from approximately $40 million to $480 million.

Benjamin Rashleger, age 50, has been a member of the Board since 2025. Mr. Rashleger is a machine tool industry executive, having held leadership positions with multiple organizations in each of the industry’s market segments, including a manufacturer of CNC equipment, an end-user manufacturing company specializing in CNC machining, and a multi-state distributor of CNC equipment. Mr. Rashleger is currently the President of Machine Tools for Concept Advanced Manufacturing Solutions, a large multi-state distributor of CNC and metrology equipment, where he is responsible for the machine tool division, a position he has held since 2019. Previously, from 2009 to 2017,

 

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Mr. Rashleger was the Chief Executive Officer and director of WSI Industries, a publicly-traded contract manufacturer that specialized in CNC machining and assembly, serving primarily the recreational products, aerospace, defense and energy markets. From 1991 to 2008, Mr. Rashleger held multiple roles with Milltronics Manufacturing Company, ultimately the President and CFO prior to the sale of that business, and thereafter he served as the Director of Operations of that business.

Mr. Rashleger brings to our Board a broad knowledge of the CNC machining space, specifically in manufacturing, distribution, product development, sales and marketing, finance, mergers and acquisitions, and international operations. Mr. Rashleger also has served, and currently sits, on multiple boards including private equity owned, public, ESOP and non-profit organizations. He currently is a director for a private waterjet CNC equipment manufacturer and a private contract manufacturer in CNC machining.

Janaki Sivanesan, age 54, has been a member of the Board since 2008. Ms. Sivanesan is a practicing attorney and founding principal of a private equity firm focused on middle-market investments. She previously served as a partner at a large, New York law firm. She was admitted to the bars of the States of New York and Georgia in 2007 and 1996, respectively. Since 2020, Ms. Sivanesan has also served as a director of Essential Properties Realty Trust, Inc., a publicly-traded real estate investment trust that acquires, owns, and manages primarily single-tenant properties that are net leased on a long-term basis to companies operating service-oriented or experience-based businesses. Ms. Sivanesan has experience in a wide range of corporate transactions, from mergers and acquisitions to corporate finance, including private debt, equity investments, and venture capital transactions. Ms. Sivanesan also has experience in cross-border transactions related to manufacturing and outsourcing and is particularly knowledgeable with respect to business operations in India. Ms. Sivanesan served as the General Counsel and Chief Compliance Officer of Hayfin Capital Management, LLC (formerly known as Kingsland Capital Management, LLC), from 2011 to 2018, and has been self-employed as an attorney in private practice since 2009.

Ms. Sivanesan provides to the Board and Audit Committee thorough knowledge and understanding of complex legal and capital markets transactions, as well as corporate mergers and acquisitions.

Gregory S. Volovic, age 62, has been a member of the Board since 2019. He has been employed by us since 2005, was appointed as our President in 2013, and served as our Chief Operating Officer from 2019 until he was appointed as our CEO in March 2021. Mr. Volovic oversees all of Hurco’s operations, including worldwide sales, service, end-to-end management of research and development, new product development activities, and operational initiatives. He has held various positions within Hurco, most recently Executive Vice President, Software and Engineering, before becoming President in 2013. Prior to joining Hurco, Mr. Volovic led the advanced manufacturing equipment development program for the CRT division of RCA/Thomson and the worldwide development of Information Technology (IT) and E-business/Knowledge Management technologies. He also held various positions within Thomson, including Director of E-Business, Engineering, and Information Technology. Mr. Volovic started his career as a software developer for Unisys Corporation, where he was a Linux programmer. Mr. Volovic also serves on the boards of two private industrial and manufacturing companies and is a board member of the Association of Manufacturing Technology (AMT).

Mr. Volovic brings to our Board his significant knowledge of the machine tool industry, as well as his experience and understanding of our technologies, product development, business strategies, people, and operations. Mr. Volovic also provides leadership and vision for the development and execution of our strategic plans and the achievement of our business goals and objectives.

Director Nominee Experience and Qualifications and Board Composition

While neither the Board nor the Nominating and Governance Committee has a separate formal written policy regarding director diversity, each body considers the diversity of backgrounds and experience when selecting nominees for director election and in evaluating Board composition and performance. Not only has this informal approach resulted in a group of director nominees that we believe to be individuals of substantial accomplishment with demonstrated leadership capabilities, but as indicated in the following charts, it has also resulted in a group of director nominees that possess diversity of thought, perspective, experience, and backgrounds.

 

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In further demonstration of the value the Board places on diversity, it also considers the diversity of background and experience when appointing our executive officers. To that end, and as indicated in the chart below, our executive officer team is a diverse group of individuals representative of both Hurco’s global footprint and the communities in which we operate.

The Board of Directors recommends a vote “FOR” each of the nominees for director.

 

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CORPORATE GOVERNANCE

Policies on Corporate Governance

Our Board believes that good corporate governance is important to ensure that our Company is managed for the long-term benefit of our shareholders. The Board or one of its committees periodically reviews our Corporate Governance Principles, the written charters for each of the standing committees of the Board, and our Code of Business Conduct and Ethics, and amends them as appropriate to reflect new policies or practices.

Board Leadership Structure

Our Board is currently led by our Executive Chairman, Mr. Doar. Mr. Doar has held this position since March 2021. Prior to transitioning to the role of Executive Chairman, Mr. Doar served as our Chairman and CEO since 2001. As previously disclosed, Mr. Doar has announced his retirement from the position of Executive Chairman, effective as of the 2026 Annual Meeting. If re-elected as a director at the 2026 Annual Meeting, Mr. Doar will become the non-executive Chairman of the Board.

The Board regularly reevaluates our Board leadership structure and succession planning and may determine that a different leadership structure is appropriate in the future. The Board currently believes that it is most efficient and effective for Mr. Doar to continue serving as Executive Chairman until the 2026 Annual Meeting, and if he is re-elected as a director at the 2026 Annual Meeting, to thereafter serve as Chairman of the Board. Mr. Doar has experience in leading the Company through a range of changes in business environments and has vast institutional knowledge about our business, industry, and people. Our Board possesses considerable experience and knowledge of the challenges and opportunities that we face as a Company. We feel the Board is well qualified to evaluate our current and future needs and to assess how the capabilities of our senior management can be most effectively organized to meet those needs.

While Mr. Doar will serve in a non-executive Chairman role, he will not satisfy the technical criteria for “independence” of The Nasdaq Stock Market (the market in which our common stock trades) (“Nasdaq”). Accordingly, the independent directors have determined that Mr. Porter will continue to serve as Presiding Independent Director. The Presiding Independent Director oversees executive sessions of the independent directors and plays an active role in setting Board agendas and facilitating interactions between the independent directors, on the one hand, and the full Board or management, on the other. The Board evaluates the appropriateness of its leadership structure on an ongoing basis and may change it as circumstances warrant. We believe that each of these measures counterbalances any risk that may exist in having Mr. Doar serve as Executive Chairman of the Board until the 2026 Annual Meeting, and if he is re-elected as a director at the 2026 Annual Meeting, to thereafter serve as a non-independent Chairman of the Board. For these reasons, our Board believes this leadership structure is effective for our Company.

Board Role in Risk Oversight

Our Board regularly receives reports from our CEO and other members of our senior management team regarding areas of significant risk to us, including strategic, operational, financial, legal, regulatory, and reputational risks. However, management is responsible for assessing and managing our various risk exposures on a day-to-day basis. In this regard, management, with the assistance, where appropriate, of counsel and other advisors, has established functions that focus on particular risks, such as legal matters, regulatory compliance, treasury management, research and development, cyber security, supply chain, and quality control, and has developed a comprehensive and integrated approach to overall risk management, which includes the identification of risks and mitigation plans in the strategic planning process.

Our Board’s role is primarily one of oversight. Our Board oversees our risk management processes to determine whether those processes are functioning as intended and are consistent with our business and strategy. Our Board conducts this oversight primarily through the Audit Committee, although some aspects of risk oversight are performed by the full Board or another committee. The Audit Committee is assigned with, among other things, oversight of our risks relating to accounting matters, financial reporting, and legal and regulatory compliance. The Audit Committee meets regularly with our Chief Financial Officer (“CFO”), external auditors, internal auditors, legal counsel, and management to discuss our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee also receives regular reports regarding issues such as the status and findings of audits being conducted by our independent auditors, the status of material litigation, and material accounting changes or proposed audit adjustments that could affect our financial statements. Our Audit Committee has standing items on its quarterly meeting agendas relating to these responsibilities. The Audit Committee members, as well as all other directors,

 

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have access to our CFO, internal auditors, and any other member of our management for discussions between meetings, as warranted. The Audit Committee provides reports to the full Board on risk-related items.

The activities of the Compensation Committee with respect to risks relating to our compensation policies and procedures are discussed below in the Executive Compensation section of this proxy statement.

Director Independence and Board Meetings

The Board has determined that each of our non-employee directors and the new director nominee — Ms. Dubin, Mr. Gardner, Mr. Keyler, Mr. Longbottom, Mr. Porter, Mr. Rashleger, and Ms. Sivanesan — is “independent” as defined by the listing standards of Nasdaq, and the director independence rules of the Securities and Exchange Commission (the “SEC”). The Board has affirmatively determined that none of these persons has any relationship with us that would impair their independence. As required by Item 407(a)(3) of Regulation S-K, in determining Mr. Keyler’s independence, our Board considered amounts paid to RSM, the Company’s independent registered public accounting firm prior to fiscal year 2024, as Mr. Keyler was a partner at RSM until August 2025. The Board determined that Mr. Keyler did not have a direct or indirect material interest in the relationship between the Company and RSM, and that such relationship does not impair the independence of Mr. Keyler.

Directors are expected to attend Board meetings, meetings of committees on which they serve, and our Annual Meeting of Shareholders, and to spend the time needed and meet as frequently as necessary to properly discharge their fiduciary duties and responsibilities. The Board held five meetings during fiscal year 2025. All directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served during fiscal year 2025. Except for Mr. Aaro, all incumbent directors and director nominees, as of that date, attended our 2025 Annual Meeting of Shareholders.

 

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Board Committees and Committee Meetings

The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee.

 

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Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee was, at any time during fiscal year 2025, or at any other time before fiscal year 2025, an officer or an employee of the Company. In addition, none of the members of the Compensation Committee was involved in a relationship requiring disclosure as an interlocking executive officer or director under Item 407(e)(4) of Regulation S-K of the Exchange Act. None of our executive officers served as a member of the Compensation Committee at any time during or before fiscal year 2025.

Director Recommendations

The Nominating and Governance Committee is responsible for identifying potential Board members or nominees. The Nominating and Governance Committee considers the diversity of backgrounds and experiences of director candidates when identifying director nominees and evaluating the Board’s composition and performance. The Nominating and Governance Committee also examines the following qualifications and skills of director candidates, among other things: their business or professional experience, their integrity and judgment, their records of public service, their ability to devote sufficient time to the affairs of the Company, and the needs of the Board for certain skills or experiences. The Nominating and Governance Committee also believes that all nominees should be individuals of substantial accomplishment with demonstrated leadership capabilities.

The Nominating and Governance Committee will consider candidates for director who are recommended by shareholders. A shareholder who wishes to recommend a director candidate for consideration by the committee should send such recommendation to our Corporate Secretary at 1 Technology Way, Indianapolis, Indiana 46268, who will forward it to the committee. Any such recommendation should include a description of the candidate’s qualifications for Board service and contact information for the shareholder and the candidate.

A shareholder who wishes to nominate an individual as a candidate for director without the recommendation of the Nominating and Governance Committee must comply with the advance notice and informational requirements set forth in our Amended and Restated By-laws (“By-Laws”), which are more fully explained later in this proxy statement under “Shareholder Proposals for our 2027 Annual Meeting.”

Shareholder Communications

The Board has implemented a process whereby shareholders may send communications to its attention. The process for communicating with the Board is set forth in our Corporate Governance Principles, which are available on our website at www.hurco.com/investors under “Corporate Governance.”

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, executive officers, and employees, including our principal executive officer and principal financial officer. If we grant any waiver to the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we will disclose the nature of such waiver in a Current Report on Form 8-K that we will file with the SEC or on our website at www.hurco.com/investors under “Corporate Governance.” A copy of the Code of Business Conduct and Ethics is available on our website at www.hurco.com/investors under “Corporate Governance.” We will disclose any amendments or updates to our Code of Business Conduct and Ethics by posting such amendments or updates on our website.

Certain Relationships and Related Person Transactions

Under our Code of Business Conduct and Ethics, which is available on our website at www.hurco.com/investors under “Corporate Governance,” our directors, officers, and employees are not permitted to conduct business on our behalf with a member of his or her family, or a business organization with which he or she or a family member has an interest or employment relationship that could be considered significant in terms of potential conflict of interest, unless such business dealings have been disclosed to, and approved by, our Audit Committee.

Further, under our Audit Committee’s charter, which is available on our website at www.hurco.com/investors under “Corporate Governance,” our Audit Committee must review and approve all related person transactions 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.

During fiscal years 2024 and 2025, we did not have any related-person transactions requiring disclosure in this proxy statement.

 

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Environmental, Social, and Governance Matters

Our Board has adopted an Environmental, Social, and Governance Policy (the “ESG Policy”), which is both set forth immediately below and available on our website at www.hurco.com/investors under “Corporate Governance.”

Hurco Companies, Inc. (“Hurco,” “we,” “us,” or “our”) believes that: (1) business, at its best, serves the public good, improves the quality of peoples’ lives, and leaves the world a better place; (2) it is an inherent and critical component of sound corporate citizenship to be responsive to environmental, social, and governance-related (“ESG”) matters that directly impact our business, industry, stakeholders, and the communities in which we operate; (3) as a global, industrial technology company, we are in a unique position to help address a variety of ESG issues; and (4) profitable growth and meaningful responsiveness to ESG matters are not mutually exclusive.

Accordingly, Hurco is committed to being responsive to ESG matters that are important to our business and stakeholders, including our customers, employees, shareholders, business partners, and the communities in which we operate. We are dedicated to operating our business with integrity; being responsible fiscal and environmental stewards; maintaining a diverse, inclusive, and caring culture with an emphasis on employee safety, development, and well-being; and having strong corporate governance practices that foster principled actions, informed and effective decision-making, appropriate monitoring of our compliance and performance, and accountability. To that end, our Board of Directors has direct oversight of our ESG strategy and its implementation.

We believe Hurco’s approach in addressing ESG matters should be thoughtful, proactive, practical, and risk-based — with priority given to ESG issues that are both material to our business and otherwise aligned with our corporate strategies. Through our business activities, we want to be economically successful and create value for society. In that regard, Hurco will strive to evaluate and respond to ESG issues in a manner that is intended to create long-term value both for our stakeholders and for our business. More specifically, we will aim to focus on ESG initiatives that we believe are the most impactful on both and that will make Hurco a better company.

Our Board has direct oversight over ESG matters pertaining to the Company. In addition, the Charter of the Nominating and Governance Committee requires that committee to periodically review the Company’s environmental, social, and sustainability programs, initiatives, and policies, and encourages such committee to make recommendations to the Board and/or our management regarding the same, to the extent the committee determines such recommendations are justified, in each case after taking into account the interests of all of the Company’s stakeholders, including shareholders. A copy of the charter of the Nominating and Governance Committee is available on our website at www.hurco.com/investors under “Corporate Governance.”

We also believe that all companies have a responsibility to respect human rights. In recognition of the foregoing, our Board has adopted a Human Rights Policy representing the Company’s public expression of (1) its commitment to respect internationally recognized fundamental human rights standards and (2) its belief that all human beings should be treated with dignity, fairness, and respect. A copy of the Company’s Human Rights Policy is available on our website at www.hurco.com/investors under “Corporate Governance.”

Through our Supplier Code of Conduct, we communicate our expectation that our suppliers, vendors, and other supply chain partners adhere to certain standards related to corporate integrity, fair and ethical business practices, responsible product sourcing, and the safety and wellbeing of workers across our global supply chain. A copy of our Supplier Code of Conduct is available on our website at www.hurco.com/investors under “Corporate Governance.”

Below are just a few representative examples demonstrating Hurco’s commitment to ESG matters:

 

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COMPENSATION OF DIRECTORS

Director Compensation Table

(1)

Amounts reflect the grant date fair value of restricted shares issued to each non-employee director during the year ended October 31, 2025, calculated in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). Each non-employee director received 4,978 restricted shares on March 13, 2025, the date of our 2025 Annual Meeting of Shareholders, pursuant to our non-employee director compensation program. The grant date fair value is calculated by multiplying the closing price of our common stock on Nasdaq on the date of grant, which was $16.07, by the number of restricted shares awarded. The restricted shares vest one year from the date of grant or upon the Company’s next Annual Meeting of Shareholders, whichever is earlier. Mr. Aaro did not receive a restricted share award in 2025, as he did not stand for re-election as a director at the 2025 Annual Meeting of Shareholders.

​

Mr. Doar’s compensation and Mr. Volovic’s compensation for fiscal year 2025 are set forth in the Summary Compensation Table and the following tables and narrative. Neither are included in the table above, because they did not receive any additional compensation for their services as directors.

Director Compensation Program

In fiscal year 2025, the fees earned by, or paid in cash to, our non-employee directors were as follows:

We also paid our directors’ travel expenses incurred to attend Board meetings, which are not included in the Director Compensation Table above.

 

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PROPOSAL 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The second proposal to be considered at the 2026 Annual Meeting is the advisory vote to approve the compensation paid to our named executive officers as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion following the compensation tables), also known as the say-on-pay vote. Consistent with the preference expressed by shareholders at the 2011, 2017, and 2023 Annual Meetings of Shareholders, we have been conducting say-on-pay votes on an annual basis.

The Compensation Discussion and Analysis beginning on page 15 of this proxy statement describes our executive compensation program, in detail, and explains the philosophy of the program, the elements of compensation, and the factors considered by the Compensation Committee in determining the compensation of our named executive officers for fiscal years 2025 and 2026.

At our 2025 Annual Meeting of Shareholders, approximately 93% of the votes cast on the annual say-on-pay vote were voted to approve the proposal. That strong support level followed several years of high shareholder support on annual say-on-pay votes, with average approval levels exceeding 90% for each of the preceding three-year and five-year periods. The Compensation Committee believes that the consistently high levels of shareholder support at those meetings indicate that our executive compensation program is aligned with market practices and generally meets shareholders’ expectations.

Accordingly, the Board of Directors recommends that our shareholders vote FOR the following resolution at the 2026 Annual Meeting:

“Resolved, that the compensation paid to Hurco Companies, Inc.’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion in this proxy statement, is approved.”

Because it is advisory, the results of the say-on-pay vote are not binding upon the Board or the Compensation Committee. However, as was the case with the results of the say-on-pay vote at prior Annual Meetings of Shareholders, we expect that the Compensation Committee, which is responsible for designing and administering our executive compensation program, will consider the outcome of the vote when making future compensation decisions for our named executive officers.

The Board of Directors recommends a vote “FOR” the advisory proposal to approve the compensation of our named executive officers as disclosed in this proxy statement.

 

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

INTRODUCTION

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program and practices as they relate to our named executive officers (“NEOs”), which consist of the following officers for fiscal year 2025: (1) Gregory S. Volovic, President and CEO; (2) Michael Doar, Executive Chairman; (3) Sonja K. McClelland, Executive Vice President, Treasurer, and Chief Financial Officer; (4) HaiQuynh Jamison, Corporate Controller and Principal Accounting Officer; and (5) Jonathon D. Wright, General Counsel and Corporate Secretary.

EXECUTIVE SUMMARY

The responsibilities of the Compensation Committee of the Board (referred to as the Committee in this section) include administering our compensation programs and approving or ratifying all compensation-related decisions for the NEOs.

Philosophy

The goals of our executive compensation program are to foster the creation of shareholder value while, at the same time, motivating and retaining managerial personnel. Our executive compensation program has been designed to hold executives accountable for the financial and operational performance of the Company, as well as to reflect the value of the Company’s stock. Therefore, a substantial amount of our executives’ annual and long-term compensation is both at risk and tied to the performance of the Company. Our compensation program includes the use of Company common stock (through restricted stock and performance stock units) and stock ownership guidelines that serve to align the interests of our executives with the interests of our shareholders.

Our compensation program is designed to reward executives at levels comparable to our peers to promote fairness and success in attracting and retaining executives. We believe that our compensation program does not promote excessive risk-taking and various elements of our policies that are in place (such as capped incentive opportunities, stock ownership guidelines, recoupment policies, and governance processes) serve to mitigate excessive risk. Any written employment agreements with our NEOs that provide for a change in control severance benefit have a “double-trigger” ​(i.e., requires both a change in control and termination of the executive’s employment in order to receive that benefit).

Fiscal Year 2025 Highlights

We have seen the demand for machine tools fluctuate over the last three years. Our industry has continued to face global headwinds due to changing economic and regulatory conditions. During fiscal year 2025, our sales and service fees were $178.6 million, a decrease of $8.0 million, or 4%, compared to fiscal year 2024 and included a favorable currency impact of $2.0 million, or 1%, when translating foreign sales to U.S. dollars for financial reporting purposes. Sales decreased year-over-year due primarily to a decreased volume of shipments of Hurco 5-axis vertical machines and entry-level 3-axis Hurco and Milltronics machines in the Americas, Germany and France, as well as decreased shipments of electro-mechanical components and accessories manufactured by our wholly-owned subsidiary, LCM Precision Technology S.r.l. For fiscal year 2025, we reported a net loss of $15.1 million, or $2.34 per diluted share, compared to net loss of $16.6 million, or $2.56 per diluted share, for fiscal year 2024.

Summary of 2025 Compensation Actions

Below is a summary of fiscal year 2025 compensation decisions and amounts paid. Further information is available below under “Compensation Decisions for Fiscal Year 2025.”

Base Salary

In early fiscal 2025, the Committee approved a base salary increase of 3% for Mr. Volovic, Ms. McClelland and Ms. Jamison, a base salary decrease of 18% for Mr. Doar, and a base salary increase of 13% for Mr. Wright. Below are the fiscal 2025 base salary amounts for our NEOs.

 

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Short-Term Incentive Compensation

As in recent years, for the fiscal 2025 short-term incentive compensation program, the Committee utilized objective performance measures based on our operating income margin and certain strategic objectives for each NEO.

Due to the amount of our net loss for fiscal year 2025, there were no payout amounts under the 2025 short-term incentive compensation program, under either of the operating income margin metric or the strategic objectives.

Long-Term Incentive Compensation

In fiscal 2025, the Committee decided to (1) change the overall general allocation of award value between restricted shares (targeted at approximately 45% of long-term incentive compensation award value, an increase from 25% in the prior year) and performance stock units (“PSUs”) (targeted at approximately 55% of long-term incentive compensation award value, a decrease from 75% in the prior year) and (2) similar to the 2024 arrangement, tie the vesting and earning of the PSUs to the performance measures of net income (loss) and free cash flow.

The Committee granted the awards of restricted shares and target number of PSUs to the NEOs effective as of January 7, 2025, as follows:

The amounts shown in the table above as the grant date value represent the amounts that the Committee approved for each award. The actual grant date value of each award differed slightly due to rounding, as shown in the “Grants of Plan-Based Awards in 2025” table.

Total Target Direct Compensation Mix

In fiscal 2025, the NEOs received, on average, 33% of their total target direct compensation in performance-based pay, and 60% of their total target direct compensation in equity awards. For these purposes, we consider the base salary paid in fiscal 2025, the target annual cash incentive for fiscal 2025, and the target award value of equity (the dollar amount of such awards as approved by the Committee) granted in fiscal 2025 for the fiscal 2025 – 2027 performance period.

The following charts display the total compensation mix for our NEOs. The chart on the left summarizes the breakdown of actual compensation for the NEOs for fiscal year 2025 among base salary, short-term incentive compensation, and long-term incentive compensation. The chart on the right summarizes the allocation of target compensation mix for the NEOs based upon fixed, time-based, and performance-based compensation for fiscal year 2025.

 

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2025 Executive Compensation Mix

Executive Compensation Best Practices

The Committee has designed our executive compensation program and practices to align executives’ financial interests with those of our shareholders. Following is a description of key program features and practices that reflect that alignment:

 

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ALIGNMENT OF EXECUTIVE PAY-FOR-PERFORMANCE

The compensation program for our NEOs is designed to provide competitive pay opportunities while aligning the incentive compensation realized by our NEOs with the interests of our shareholders — by linking pay with Company financial and stock performance. The Committee regularly reviews the alignment of the Company’s performance with its compensation to the NEOs and annually engages its independent compensation consultant to provide reports comparing such alignment to that of its peers.

In January 2025, the Committee approved the following four types of incentive compensation opportunities for our NEOs, which are intended to align their pay with Company and individual performance:

•

cash award opportunities under the short-term incentive compensation plan based on the Company’s operating income margin and certain strategic objectives set for fiscal year 2025;

​

•

restricted shares that vest in equal installments over three years granted to promote executive retention;

​

•

PSUs that will be earned based on the Company’s average net income (“PSUs — NI”) for fiscal years 2025 – 2027; and

​

•

PSUs that will be earned based on the Company’s average free cash flow from operations (“PSUs — FCF”) for fiscal years 2025 – 2027.

​

The incentive compensation realized by our NEOs related to fiscal year 2025 consisted of the vesting in 2025 of a portion of the restricted shares granted in fiscal years 2022, 2023, and 2024.

As discussed further below, and consistent with our pay for performance alignment, there were no payouts under the 2025 short-term incentive compensation program and none of the PSUs granted in fiscal year 2023 for fiscal years 2023 – 2025 were earned.

In 2025, the Committee’s independent compensation consultant, Pay Governance, LLC (“Pay Governance”), conducted an assessment of whether pay and performance were aligned for our CEO over the preceding three-year and five-year fiscal periods. The Committee believes realizable pay-for-performance assessments provide the Committee and investors an alternative view of pay-for-performance alignment based on compensation actually earned/estimated to be earned relative to actual Company performance (rather than the target compensation levels often reported elsewhere in this proxy statement pursuant to regulatory requirements). The assessments considered our CEO’s “total realizable compensation” ​(as defined below), as well as certain key Company performance metrics, relative to those of our peer group.

For this purpose, “total realizable compensation” consists of:

Total realizable compensation for our CEO was calculated in the same manner as for the CEOs of our peer group companies.

In defining the Company’s performance relative to peers, the assessments used the following indicators:

•

Operating income margin — a measure of profitability used in the Company’s annual incentive plan;

​

 

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•

ROIC — a measure of capital efficiency historically used in the Company’s long-term incentive plan prior to the fiscal year 2023 grants; and

​

•

TSR — a measure of shareholder value creation historically used in the Company’s long-term incentive plan prior to the fiscal year 2023 grants.

​

In developing a composite performance ranking, the assessments average the Company’s percentile rank for each performance metric relative to its peer group for compensation purposes based on their most recent fiscal year-end.

The result of the assessments indicated that total realizable compensation over the past three- and five-year periods is aligned with composite Company performance as follows:

•

Our CEO’s three-year (fiscal years 2022 – 2024) total realizable compensation was positioned at the 33rd percentile of the peer group and was strongly aligned with composite Company performance ranked at the 37th percentile; and

​

•

Our CEO’s five-year (fiscal years 2020 – 2024) total realizable compensation was positioned at the 15th percentile of the peer group and was generally aligned with composite Company performance ranked at the 24th percentile.

​

Based on the results of these assessments, the Committee believes the Company’s executive compensation program continues to have a strong pay-for-performance orientation, namely attributable to: (1) setting rigorous financial performance goals within the annual and long-term plans; (2) using incentive metrics that align with shareholder value creation; and (3) using a pay mix that is largely focused on variable compensation and that is at-risk based on the Company’s financial performance.

THE COMMITTEE’S PROCESSES

Role of Committee and Input from Management

The Committee is responsible for determining our executive compensation philosophy, objectives, policies, and programs and approves or ratifies all compensation-related decisions for the NEOs. When making executive compensation decisions, the Committee considers the input of Pay Governance and, for all executives other than our CEO and our Executive Chairman, the recommendation of our CEO. Our CEO recommends salary levels, short-term incentive compensation awards, equity-based compensation awards, and perquisites for our other NEOs other than the Executive Chairman. Our CEO’s and Executive Chairman’s compensation is determined solely by the Committee with the assistance of Pay Governance. The Compensation Committee applies the same principles for executive compensation in determining our CEO’s and Executive Chairman’s compensation that it applies in determining the compensation of our other NEOs.

Role of Compensation Consultant

In 2024 and 2025, the Committee engaged Pay Governance to advise and assist the Committee related to executive compensation matters. Pay Governance is retained directly by the Committee, reports directly to the Committee, and participates in certain Committee meetings. In this regard, from time to time, Pay Governance advises and assists the Compensation Committee in:

•

determining the appropriate objectives and goals of our executive compensation program;

​

•

designing compensation programs that fulfill those objectives and goals;

​

•

reviewing the primary components of that compensation;

​

•

evaluating the effectiveness of our compensation programs, including pay-for-performance alignment, and assisting in compiling data, calculations, and disclosures required under corresponding pay versus performance rules;

​

•

identifying appropriate pay positioning strategies and pay levels in our executive compensation program;

​

•

evaluating the historical performance of our equity incentive plan, estimating the share reserve necessary to fund anticipated awards for NEOs and other personnel to accomplish the Company’s compensation program goals, and recommending retention or modification of other terms and conditions set forth in such plan; and

​

•

identifying comparable companies and compensation surveys for the Committee to use to benchmark the appropriateness and competitiveness of our executive compensation program.

​

 

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Pay Governance may, from time to time, contact our executive officers for information necessary to fulfill its assignment and may make reports and presentations to and on behalf of the Committee that our executive officers also receive.

Pay Governance and its affiliates did not provide any other services to us or our affiliates during 2024 or 2025. In addition, the Committee has determined that the work of Pay Governance and its employees has not raised any conflict of interest.

Use of Peer Group Data

As part of the Committee’s continuous effort to strengthen the executive compensation program, the Committee annually engages its independent compensation consultant, Pay Governance, to conduct a competitive market assessment for each executive position using publicly-available data from the Company’s applicable peer group and executive compensation surveys. In addition, the Committee’s compensation consultant also provides reports and assessments on changes in executive compensation programs, generally, and executive compensation within comparable industries, specifically, to evaluate trends and recommend changes to better align our executive compensation programs with similarly situated companies in comparable industries. The assessment focuses on the competitiveness of compensation provided to each executive by compensation element (base salary, target annual incentive, target total cash compensation, expected value of long-term incentives, and target total direct compensation). The objectives of the assessment are to understand changes in market compensation from year to year, to analyze the competitiveness of current pay levels relative to the market, and to serve as an input for making compensation adjustments if necessary.

The following companies made up the peer group utilized for fiscal years 2025 executive compensation determinations and were selected on the basis of industry, revenue, global operations, assets, employee size, and market capitalization ($ in millions):

The Committee uses the peer group data as one of several inputs when making compensation determinations. Periodically, the Committee also reviews trends data for the manufacturing industry from various third-party service providers to obtain a general understanding of current compensation practices in that industry as part of its analysis of executive compensation. In addition to the market data, the Committee may consider other factors such as an executive’s individual performance, experience in his or her position, and responsibilities that may not necessarily be benchmarked in market data.

 

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Consideration of Say-on-Pay Votes

At our 2025 Annual Meeting of Shareholders, approximately 93% of the votes cast on the annual say-on-pay vote were voted to approve the proposal. That strong support level followed several years of high shareholder support on annual say-on-pay votes, with average approval levels exceeding 90% for each of the preceding three-year and five-year periods. The Compensation Committee believes that the consistently high levels of shareholder support at those meetings indicate that our executive compensation program is aligned with market practices and generally meets shareholders’ expectations.

Policies and Procedures Related to the Grant of Certain Equity Awards

We have established processes to ensure that the timing of any stock option grants to executives is not influenced by material nonpublic information (“MNPI”), and that all grant decisions are made based on a predetermined schedule, taking into account factors like employee performance and market conditions, regardless of any upcoming announcements or events that could impact our stock price. The Committee carefully reviews any potential MNPI before granting options and will delay a grant if necessary to avoid any appearance of impropriety related to the timing of the award.

Tax Considerations

Section 409A of the Internal Revenue Code affects the payments of certain types of deferred compensation to key employees and includes requirements relating to when payments under such arrangements can be made, acceleration of benefits, and timing of elections under such arrangements. Failure to satisfy these requirements will generally lead to an acceleration of the timing for including deferred compensation in an employee’s income, as well as certain penalties and interest. Our nonqualified deferred compensation arrangements are intended to comply with the effective requirements of Section 409A as required by law or regulation.

ELEMENTS OF COMPENSATION

The table below summarizes the various elements of executive compensation and their objectives:

 

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COMPENSATION DECISIONS FOR FISCAL YEAR 2025

Details of the compensation payable to the NEOs for fiscal year 2025 are disclosed in the tables and related discussion that follow this CD&A.

Base Salaries

On November 13, 2024, taking into consideration the results of the most recent competitive market assessment from Pay Governance, as well as the individual’s performance, his or her roles and responsibilities, related experience in those roles, and long-term executive succession planning strategies, the Committee established annual base salaries for the NEOs for fiscal year 2025, which became effective January 1, 2025. The salary adjustments for Mr. Doar and Mr. Wright were intended to bring their respective base salaries more in line with market competitive ranges for their respective roles and responsibilities. The salary increase for other NEOs was generally in line with the average merit increase received by all Company employees. The following table sets forth the annual base salary of each NEO for fiscal year 2024 and for fiscal year 2025, as well as the percentage change between the two years:

As part of our comprehensive global cost-cutting program implemented to help offset the impact of lower sales volumes and address continued uncertainty in the cyclical machine tool market in fiscal year 2024, our NEOs voluntarily submitted to the Committee, and the Committee ultimately approved, a temporary reduction in all NEO base salaries. The reductions in NEO base salaries were 5% for each of Ms. Jamison and Mr. Wright, and 10% for each of Mr. Volovic, Mr. Doar, and Ms. McClelland, and were effective for the payroll period beginning April 22, 2024, through the payroll period ended on October 20, 2024. The table above does not reflect these voluntary reductions to fiscal 2024 base salary, but the reductions are reflected in the fiscal 2024 base salaries listed in the Summary Compensation Table that follows this CD&A.

Short-Term Incentive Compensation

On January 7, 2025, pursuant to the Hurco Companies, Inc. Cash Incentive Plan (the “Cash Incentive Plan”), which was approved by our shareholders on March 10, 2016, the Committee approved the short-term incentive compensation arrangement for fiscal year 2025 for all NEOs, with payout to occur thereunder in January 2026, if and to the extent the performance goals were attained during fiscal year 2025. Similar to fiscal year 2024, the Committee selected operating income margin and certain strategic objectives for the NEOs as the performance measures, with potential payouts weighted 70% on operating income margin and 30% on strategic objectives for each NEO.

 

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Operating income margin was chosen as the primary performance metric because the Committee believes it continues to most directly correlate to our executives’ performance. An executive could earn a short-term incentive award due to success in achieving individual strategic objectives, even if performance fell below threshold on the operating income margin; however, the weighting of the two performance metrics encourages decisions that should benefit our overall profitability.

Further, the Committee provided that if the fiscal year 2025 operating income margin was zero or negative, then no amounts would be paid under the 2025 short-term incentive arrangement, even if all or a portion of the performance goals under the strategic objectives component were attained. Participants had the ability to earn between 50% of target for achieving threshold performance and 200% of target for achieving maximum performance for each metric.

The Committee established the target percentage by which the base salary of each NEO paid during fiscal year 2025 would be multiplied in order to determine the dollar amount payable to the NEO pursuant to the 2025 short-term incentive compensation arrangement. The target amount for each NEO is set forth below:

Operating Income Margin

In January 2025, the Committee established the following payout levels that would be associated with the degree to which the operating income margin was attained for fiscal year 2025, which were the same as those for fiscal year 2024:

Payout levels will be interpolated for results between 3% and 6%, 6% and 8%, and 8% and 10%.

In reaching its decision with respect to setting operating income margin threshold, target, exceeds, and maximum levels as set forth above, the Committee took into consideration the impact of macroeconomic factors on the Company’s business; the Company’s current projections, business plan, and strategic plan; anticipated prospective margin profiles for sales of products resulting from recent acquisitions of businesses; the negative operating profit recorded by the Company in recent periods; the desire to motivate and incentivize the NEOs to perform and return the Company to consistent levels of profitability; and similar permissible factors.

Strategic Objectives

In January 2025, the Committee also approved the strategic objectives set for each NEO and the associated payout levels for fiscal year 2025. Participants had the ability to earn between 50% and 200% of the target amount based on the overall achievement of the applicable 2025 strategic objectives. A summary of the strategic objectives approved by the Committee for each of the NEOs is as follows:

Gregory S. Volovic

•

Introduce new control technologies and software for the Milltronics and Hurco brands, rationalize and improve production planning processes and systems for all manufacturing locations, and improve overhead cost structure through reorganization and/or relocation of identified business units or international divisions.

​

•

Achieve 2025 business plan targets: cost efficiencies/reductions, continuous improvement strategies, alternative manufacturing technologies and sourcing. Provide leadership for targeted capital allocation strategies for acquisition opportunities, dividend policy, stock repurchase programs and investment in capital expenditures.

​

 

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•

Develop and implement long-term manufacturing risk mitigation strategies and modify internal policies as needed to address global exposures to manufacturing, sourcing, and distribution as well as compliance with heightened export control rules associated with improved product quality and precision. Evaluate, build, and test identified alternative manufacturing strategies and technologies.

​

•

Evaluate succession planning strategies to identify the next generation of leadership, set goals for transition and training, assess pay and promotion, identify areas of improvement, and evaluate manufacturing and distribution targets.

​

•

Develop and evaluate potential OEM strategies and related business models for select brands or products. Evaluate distribution and sales channels for identified brands in select strategic markets and develop and implement alternative strategies where appropriate.

​

Michael Doar

•

Mentor and manage transitional activities of executive leadership team, assisting the CEO in evaluating management performance, capabilities, and skill set attritional risk. Evaluate and communicate the scope and milestones associated with the transition of the Executive Chairman role to non-executive Chairman of the Board.

​

•

Provide leadership for targeted capital allocation strategies for acquisition opportunities, dividend policy, stock repurchase programs, and investment in capital expenditures.

​

•

Facilitate the operations and deliberations of the Board to the satisfaction of the Board’s functions and responsibilities as determined by the Board. Evaluate continuous Board development and succession planning, performance of the CEO and executive management team, and diversity in demographics, background, experience, and skill sets for both the Board and management teams.

​

•

Review, develop, and implement appropriate shareholder outreach activities and practices.

​

•

Lead the Board and the executive management team on 2025 ESG initiatives and activities.

​

Sonja K. McClelland

•

Achieve 2025 business plan targets for sales, operating profit, net income, and manufacturing/production.

​

•

Execute 2025 business plan initiatives for working capital and cash flow: inventory reduction, cost control initiatives, DSO, DPO, and net assets per dollar of revenue. Execute on manufacturing, R&D, and other available tax incentives and grants for key technology and automation projects in available jurisdictions.

​

•

Evaluate and implement capital allocation strategies for acquisition opportunities, dividends, stock repurchase programs, and capital expenditures. Assess and implement strategies to fund growth initiatives involving sources and uses of cash flows, cost of capital, return on investment, and financing activities. Negotiate and renew global credit facilities.

​

•

Consider ongoing opportunities to increase shareholder awareness and enterprise value with formal and informal market communications strategies.

​

•

Promote long-term succession planning for the global finance function and implement organization leadership changes to promote multidisciplinary experience and retention of key middle and senior management talent.

​

HaiQuynh Jamison

•

Implement multi-year plan for global systems upgrade at identified international entities including service, quality, production, and warehousing solutions.

​

•

Assist the CFO with succession planning strategies to identify next generation of leadership, set goals for transition and training, assess pay and promotion, identify areas of improvement, and evaluate internal control and operation process efficiency.

​

•

Assess and implement necessary changes to simplify/streamline financial reporting processes on a monthly, quarterly, and annual basis, considering modifications and updates to reporting tools as needed and required to comply with changes in regulatory and statutory requirements.

​

•

Implement inventory and warehouse barcoding solutions for selected divisions or locations. Implement changes to ERP system to simplify processes and create efficiencies for the service team.

​

•

Crosstrain selected individuals in multidisciplinary verticals to assist in strategically critical projects and reporting or compliance functions.

​

 

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Jonathon D. Wright

•

Evaluate global corporate and legal entity structuring and implement corporate reorganizations or restructurings as necessary.

​

•

Evaluate global corporate governance program, including governance documents and policies, and implement standardized global corporate governance structure accordingly across global entities.

​

•

Implement business unit and/or global policies and initiatives to support corporate strategy, risk management, and compliance programs. Evaluate intellectual property strategy, registration, and validation practices to optimize investments in registered intellectual property for technologies with high probability of commercialization that provide meaningful distinctive advantages in the marketplace.

​

•

Assist executive team in negotiation, documentation, and management of distribution channel and partners. Support executive management team in achievement of their strategic objectives by preparing and negotiating legal documentation to memorialize such strategies.

​

•

Assist in the evaluation of acquisition opportunities (domestic and foreign) to accelerate growth of geographic market share and/or product development.

​

Determinations

On January 6, 2026, the Committee determined the degree to which the operating income margin metric and the strategic objectives for fiscal year 2025 were attained, and the resulting payout level relative to the target amount for each metric. For fiscal year 2025, the Company’s operating income margin was below the threshold amount and, therefore, the Committee determined that the resulting percentage payout level relative to the target amount for that metric was 0%.

Further, because fiscal year 2025 operating income margin was negative, no amounts were payable under the 2025 short-term incentive arrangement, even though the Committee determined that a portion of the performance goals under the strategic objectives component were attained.

Long-Term Incentive Compensation

Restricted Share and PSU Awards for Fiscal Years 2025 – 2027

On January 7, 2025, the Committee approved a long-term incentive compensation arrangement for the NEOs in the form of restricted shares and PSUs awarded under the Amended and Restated Hurco Companies, Inc. 2016 Equity Incentive Plan (the “2016 Plan). The awards were weighted as approximately 45% time-based vesting (in equal installments over three years) and approximately 55% performance-based vesting (at the end of a three-year period, to the extent certain performance metrics or criteria are satisfied). The three-year performance period for those awards is fiscal years 2025 – 2027.

In considering the structure of the long-term incentive compensation program for fiscal year 2025, the Committee focused on the mix of equity awards between time-based restricted shares and PSUs. Over the past few years, the long-term incentives had been allocated 25% to restricted shares and 75% to PSUs. The Committee considered that performance-based metrics can often result in lower or no payouts, particularly in a cyclical industry like ours. In particular, the Committee noted that the PSUs awarded to NEOs have not been earned above the target level in any of the last seven completed three-year performance periods, and that no PSUs were earned for two of the four most recently completed three-year performance periods (fiscal years 2018 – 2020 and fiscal years 2019 – 2021). Pay Governance also analyzed the mix of long-term equity awards of companies in the manufacturing industry, as well as companies in our peer group. They found that manufacturing companies average approximately 40% in time-based awards and our peer companies average approximately 45% in time-based awards.

After taking these considerations into account, the Committee determined to increase the time-based restricted stock portion of the long-term incentive awards to approximately 45%, with the remainder in PSUs, both to enhance the retention value of this compensation element and to more closely align with current market practice.

The Committee considered a variety of factors in determining the amount of the target long-term incentive compensation award to each NEO, including the results of the most recent competitive market assessment from Pay Governance for the executive role in question, the individual’s performance, his or her roles and responsibilities, related experience in those roles, and long-term executive succession planning strategies. After considering these factors, the Committee granted the awards of restricted shares and target number of PSUs to the NEOs effective as of January 7, 2025, as follows:

 

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The following sets forth additional information about the PSUs — NI and the PSUs — FCF with performance periods of fiscal years 2025 – 2027, as well as the potential payout levels under both types of awards.

In reaching its decision to select net income and free cash flow as the performance measures, the Committee considered a number of factors, including, among others, that:

•

net income remains a powerful, yet simple, metric of company profitability by concentrating crucial information into a single number;

​

•

net income for public companies is readily available through many third-party intermediary sources, which facilitates accountability by allowing investors to compare investments across sectors and industries and against alternative investments among peers;

​

•

as a measure of profitability, assuming appropriate thresholds are set, net income performance measures would generally avoid vesting and payment of awards in periods of sustained company unprofitability;

​

•

free cash flow may provide insight into how financially capable a company is at having quick access to cash in case of unexpected debts or obligations, which is particularly important to companies operating in cyclical industries like ours;

​

•

net income and free cash flow both align with our balanced approach to capital allocation strategy of prioritizing a strong balance sheet and liquidity position while recognizing the importance of accretive growth and returning value to shareholders through dividends and stock repurchases when appropriate; and

​

•

net income and free cash flow remain among some of the most popular performance measures for public company executive compensation arrangements and, therefore, are likely in line with market and shareholder expectations.

​

For all these reasons, the Committee believes that net income and free cash flow appropriately align executive compensation with Company and individual performance.

PSU Awards for Fiscal Years 2023 – 2025

On January 6, 2026, the Committee determined the degree to which the long-term incentive compensation arrangement approved for the fiscal years 2023 – 2025 performance period was attained, and the resulting payout level relative to the target amount for each metric.

 

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The performance and payout standards for the PSUs — NI and PSUs — FCF for the fiscal years 2023 – 2025 performance period that were established by the Committee in 2023 are set forth immediately below:

Awards will be interpolated on a straight-line basis between the percentile levels in the above table, but no amounts will be payable if the average net income is below the threshold level.

The PSUs designated as “PSUs — NI” were based on our average net income over the three-year period, relative to the pre-established threshold, target, and maximum payout levels. For fiscal years 2023 through 2025, the Company’s average net loss over the three-year period was $(9.1) million. As such and based on the applicable performance and payout standards noted above, the Committee determined that the resulting percentage payout level relative to the target amount for the fiscal years 2023 – 2025 PSUs — NI was 0%.

The performance and payout standards for the PSUs — FCF for the fiscal years 2023 – 2025 performance period that were established by the Committee in 2023 are set forth immediately below:

Awards will be interpolated on a straight-line basis between the average free cash flow levels in the above table, but no amounts will be payable if the average free cash flow is below the threshold level.

The PSUs designated as “PSUs — FCF” were based on the achievement of pre-established goals related to our average free cash flow over the three-year period. For fiscal years 2023 through 2025, the Company’s average free cash flow over the three-year period was $(1.2) million. As such and based on the applicable performance and payout standards previously noted, the Committee determined that the resulting percentage payout level relative to the target amount for the fiscal years 2023 – 2025 PSUs — FCF was 0%.

Based on these determinations, none of the following 2023 – 2025 PSUs were earned and vested:

(1)

Amounts related to target PSU awards represent the value at the grant date based upon the probable outcome of the performance conditions. Amounts related to the PSUs were calculated using the closing sales price of our common stock on the grant date.

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Other Compensation Matters

Employment Agreements

We have employment agreements with the following NEOs: Mr. Volovic, Mr. Doar, and Ms. McClelland. Information regarding these employment agreements is found in this section under the heading “Employment Agreements” on page 40. Under the heading “Potential Payments upon Termination” on page 42, we also estimate the benefits that we would have paid to any of our NEOs if their employment had terminated on October 31, 2025, under various scenarios.

The Committee believes that these agreements are an important part of the overall compensation arrangements for the applicable executives by helping to secure for us the continued employment and dedication of the executives (as

 

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well as certain noncompetition and other restrictive covenants), while simultaneously providing a reasonable amount of assurance of continued employment to them.

Stock Ownership Guidelines

Our Corporate Governance Principles include stock ownership guidelines for our executive officers and independent directors. The Committee is responsible for interpreting and reviewing compliance with the stock ownership guidelines as they relate to the executive officers. The Committee believes that the executive stock ownership guidelines align executives’ interests with those of shareholders through equity-based incentives and stock ownership guidelines that facilitate a culture of ownership.

The guidelines provide that the executive officers are expected to acquire and maintain ownership of shares of our common stock (including unvested restricted stock awards) having an aggregate market value that is at least equal to five times annual base salary for the CEO, three times annual base salary for the President, if separate from the CEO role, and two times annual base salary for the CFO and other executive officers.

The executive officers are expected to retain ownership of all net shares (shares of common stock acquired as a result of the exercise or vesting of equity incentive awards granted, reduced by any shares sold, tendered, or retained to pay exercise price or tax withholding requirements related to such awards) acquired with respect to awards granted under the Company’s equity incentive plans, until the requisite ownership has been achieved. If an executive officer fails to comply with the guidelines, the Committee may determine that such person is not eligible for awards under the Company’s equity incentive plan until such time as he or she is in compliance. Any shares of stock subject to pledges or security interests will not be considered as owned in determining compliance with the stock ownership guidelines.

Recoupment Policy

The Company also has in place the Hurco Companies, Inc. Compensation Recovery Policy (the “Recoupment Policy”). The Recoupment Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers, including our NEOs.

The Recoupment Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Recoupment Policy provides that promptly following such an accounting restatement, the Committee will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such executive officer with a written notice of such amount and a demand for repayment or return. If such repayment or return is not made within a reasonable time, the Recoupment Policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by Nasdaq listing standards.

Notably, (1) under the Recoupment Policy, covered executives are required to reimburse the Company for all expenses reasonably incurred by the Company in recovering erroneously awarded compensation (including legal fees); and (2) under applicable equity award documents, covered executives explicitly consent, acknowledge, and agree that all equity awards received from the Company are subject to compensation recoupment policies of the Company in place from time to time, including the Recoupment Policy. A full copy of the Recoupment Policy is publicly available as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

Insider Trading Policy

We have an Insider Trading Policy that governs the purchase, sale and other disposition of the Company’s common stock by our directors, officers and employees and certain of their family members and related parties, that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, including applicable listing standards. The policy prohibits buying or selling the Company’s common stock while aware of material non-public information about the Company and from disclosing (i.e., “tipping”) such information to others.

Hedging Prohibitions

Our Insider Trading Policy also prohibits our executive officers and directors from hedging the economic risk of ownership of our common stock. More specifically, the Insider Trading Policy provides that such persons are prohibited from engaging in the following transactions with respect to Company securities:

 

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•

purchasing Company securities on margin, holding any Company securities in a margin account, or otherwise pledging Company securities;

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•

short sales of Company securities (selling securities not owned at the time of sale);

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•

buying or selling put or call options or other derivative securities based on Company securities;

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•

purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of equity securities (i) granted to the individual by the Company as part of the compensation of the individual or (ii) held, directly or indirectly, by the individual; and

​

•

engaging in limit orders or other pre-arranged transactions that execute automatically, except for “same-day” limit orders and approved 10b5-1 plans.

​

These restrictions apply to all Company securities owned directly or indirectly by such covered persons, including Company securities owned by family members where such covered person is deemed to beneficially own such securities, and their respective designees. The restrictions, however, do not prevent any individuals from engaging in general portfolio diversification or investing in broad-based index funds.

COMPENSATION DECISIONS FOR FISCAL YEAR 2026

Base Salaries

On November 12, 2025, taking into consideration the results of the most recent competitive market assessment from Pay Governance, as well as the individual’s performance, his or her roles and responsibilities, related experience in those roles, and long-term executive succession planning strategies, the Committee established annual base salaries for all of our NEOs for fiscal year 2026, to become effective January 1, 2026. Mr. Doar did not receive a salary adjustment given his pending retirement from the position of Executive Chairman in March 2026. The salary increase for each of the other NEOs was generally in line with the average merit increase received by all U.S. based Company employees and benchmark statistics for similarly situated executives provided by Pay Governance.

The following table sets forth the annual base salary of each of the NEOs for 2025 and for 2026, as well as the percentage change between the two years:

(1)

As previously disclosed, Mr. Doar announced his retirement as Executive Chairman of the Board and an employee of the Company, effective on the date of the 2026 Annual Meeting. As such, he will no longer receive a base salary beginning on such date. If re-elected at the 2026 Annual Meeting, Mr. Doar will become the non-executive Chairman of the Board and receive (1) an annual cash stipend related to his role as non-executive Chairman during his 2026 – 2027 Board term equal to $75,000; (2) the annual baseline non-employee director cash fee equal to $45,000; and (3) the annual non-employee director equity award currently valued at approximately $80,000.

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Short-Term Incentive Compensation

On January 6, 2026, pursuant to the Cash Incentive Plan, the Committee approved the short-term incentive compensation arrangement for fiscal year 2026 for all NEOs, other than Mr. Doar, with payout to occur thereunder in January 2027, if and to the extent the performance goals are attained during fiscal year 2026. Similar to fiscal year 2025, the Committee selected operating income margin and certain strategic objectives for the NEOs as the performance measures and retained the historical 70% and 30% respective payout weighting.

Following the end of fiscal year 2026, the Committee will determine the degree to which these performance measures were attained, and the resulting payout level relative to the target amount for each metric.

 

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On January 6, 2026, the Committee awarded a one-time discretionary cash bonus to Mr. Doar in the amount of $56,280 for his interim service during fiscal 2026 prior to retirement. This bonus was not part of the arrangement under the Cash Incentive Plan described above.

Long-Term Incentive Compensation

On January 6, 2026, employing the methodology described above under “Elements of Compensation,” the Committee also determined the amount, terms, and conditions of the long-term incentive compensation arrangement for all NEOs for the performance period of fiscal years 2026 – 2028. The Committee decided to both (1) maintain the overall general allocation of award value between restricted shares (targeted at approximately 45% of long-term incentive compensation award value) and PSUs (targeted at approximately 55% of long-term incentive compensation award value) and (2) similar to the 2025 long-term incentive arrangement, tie the vesting and earning of the PSUs to the performance measures of net income and free cash flow, which are among the performance measures permitted by the 2016 Plan.

Effective January 6, 2026, the Committee granted the awards below of restricted shares and target number of PSUs to each of the NEOs, other than Mr. Doar. The restricted shares will vest in equal installments over three years and the three-year performance period for the PSUs will be fiscal years 2026 through 2028.

(1)

As previously disclosed, Mr. Doar announced his retirement as Executive Chairman of the Board and an employee of the Company, effective on the date of the 2026 Annual Meeting. As such, the Committee determined not to grant the annual executive equity awards to Mr. Doar in fiscal 2026. If re-elected at the 2026 Annual Meeting, Mr. Doar will become the non-executive Chairman of the Board and receive (1) an annual cash stipend related to his role as non-executive Chairman during his 2026 – 2027 Board term equal to $75,000; (2) the annual baseline non-employee director cash fee equal to $45,000; and (3) the annual non-employee director equity award currently valued at approximately $80,000.

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Report of the Compensation Committee

The information contained in this report shall not be deemed to be “soliciting material,” to be “filed” with the SEC, or to be subject to Regulation 14A or Regulation 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference in future filings with the SEC except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act.

The Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on that review and those discussions, the Committee recommended to the Board of Directors that this Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A and incorporated by reference in the Company’s Annual Report on Form 10-K for its 2025 fiscal year.

Timothy J. Gardner, Chairman
Jay C. Longbottom
Richard Porter

Assessment of Compensation-Related Risks

On an ongoing basis as part of our strategic business planning process, the NEOs and key senior management conduct an assessment of the current risks arising from our compensation policies and practices. This team reviews and discusses the characteristics and approval policies of compensation programs for all employees, including salaries, equity awards, and cash bonuses, to determine whether any of these policies or programs could create risks that are reasonably likely to have a material adverse effect on us.

In November 2025, we reviewed and discussed all components of our compensation policies and practices with our Board as part of our business plan review and approval process. In addition, the Committee met separately to review the management team’s assessment of the risks that could arise from our compensation policies and practices. As part of their review, the Committee specifically considered factors that reduce the likelihood of excessive risk-taking, such as our overall compensation levels being competitive with the market, the balance between fixed components like salary and benefits, and short- and long-term incentive compensation. The Committee has discretion to adjust downward the amount of compensation that would otherwise be payable under the short-term incentive compensation program, which it could do if it determines that an executive caused the Company to incur unnecessary or excessive risk. The compensation mix of cash (salary and short-term incentive) and equity incentives align with the market and the Company’s peers and are linked to business performance. The short-term and long-term incentive plans are linked to specific formulas and have payout ceilings. The fiscal years 2025 and 2026 short-term incentive compensation arrangements also provide that no amounts will be paid under the strategic objectives component if our operating income margin is zero or negative. Our stock ownership guidelines link executives’ and non-employee directors’ interests to the interests of shareholders, and our Recoupment Policy provides for recovery of excess incentive compensation paid to executive officers in the event of financial restatements.

Based on such assessments, we believe that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

 

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Compensation Tables

The following table summarizes the compensation information for our named executive officers for each of the fiscal years ended October 31, 2025, 2024, and 2023:

SUMMARY COMPENSATION TABLE

(1)

For fiscal year 2023, represents discretionary cash bonuses awarded to each named executive officer.

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(2)

Represents the grant date fair value of stock awards determined in accordance with ASC 718. The stock awards consist of restricted share awards and PSU awards. Amounts related to restricted share awards are calculated using the closing sales price of our common stock on the grant date. Amounts related to PSU awards represent the value at the grant date based upon the probable outcome of the performance conditions. Amounts related to the PSUs are calculated using the closing sales price of our common stock on the grant date.

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The following table presents the grant date fair value of the PSU awards included in the “Stock Awards” column and the grant date fair value of these awards assuming that the highest level of performance conditions would be achieved:

 

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