Jason W. Vasquez
About Jason W. Vasquez
Jason W. Vasquez is Vice President – Sales & Marketing, U.S. Service Centers at Applied Industrial Technologies (AIT), a role he has held since June 2017; his age was 48 as disclosed in the FY2024 10-K executive officer roster . AIT delivered record FY2025 performance with net sales of $4.6B, net income of $393.0M, adjusted EBITDA for incentives of $562.1M, cash from operations of $492.4M, and five-year TSR value of $394 on an initial $100 investment—providing strong backdrop for pay-for-performance alignment across NEOs, including Vasquez . Company incentive frameworks linked to Net Income, Working Capital efficiency, EBITDA, and ROA drove FY2025 annual bonus outcomes around target (avg. 106.2% of target for NEOs) and PSU bankings near target (101.4% for the 2025–2027 cycle’s first year) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Applied Industrial Technologies | Vice President – Sales & Marketing, U.S. Service Centers | Jun 2017 – present | Leadership of U.S. Service Centers commercial strategy as per title disclosure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in AIT’s 10-K/DEF 14A filings for Vasquez |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 385,000 | 404,231 (reflects temporary H1 FY25 salary action; AIT notes a 10.4% annualized increase for Vasquez later in FY25) |
| Target Bonus % of Salary | 60% (set in FY2023) | 60% | 60% |
| Target Bonus ($) | — | 231,000 | 255,000 |
| Actual Annual Incentive Paid ($) | 332,388 | 237,098 | 269,739 |
Performance Compensation
| Plan/Metric | Weighting | FY2025 Target | FY2025 Actual/Achievement | FY2025 Payout |
|---|---|---|---|---|
| Management Incentive Plan – Net Income | 60% | $385.4M | $389.8M (adjusted) | 105.8% of prorated component |
| Management Incentive Plan – Avg Working Capital % of Sales | 20% | 25.9% | 25.6% (adjusted) | 111.5% of prorated component |
| Individual Performance Component (Vasquez) | 20% | Committee discretion | Approved | $51,000 cash |
| PSU Program (2025–2027) – EBITDA | 75% | $560.4M (100% level) | $550.9M (adjusted) | 95.7% for 2025 tranche |
| PSU Program (2025–2027) – ROA | 25% | 13.0% (100% level) | 13.6% | 118.2% for 2025 tranche |
| PSU Banked – 2025–2027 (Year 1) | — | 100% | — | 101.4% of target shares banked |
| PSU Banked – 2024–2026 (Year 2) | — | 100% | — | 70.2% of target shares banked |
| PSU Banked – 2023–2025 (Year 3) | — | 100% | — | 109.2% of target shares banked |
Equity Awards and Vesting
| Award Type | Grant Date | Quantity/Terms | Vesting | Pricing/Value |
|---|---|---|---|---|
| RSUs (FY2025 LTI) | 08/13/2024 | 548 units | 3-year cliff (vests 08/13/2027) | Grant-date FV included in $108,192 stock awards |
| PSUs (FY2025–2027) | 08/13/2024 | Target 1,122; Max 2,244 | 3-year; annually “banked” vs EBITDA/ROA; payout 0–200% | Banked 2025 at 101.4% (cycle-level) |
| SARs (FY2025 LTI) | 08/13/2024 | 1,796 SARs; 10-year term | 25% per year over 4 years (first tranche 08/13/2025) | $197.43 exercise price |
Outstanding and vesting as of 6/30/2025 (RSUs/PSUs/SARs):
- RSUs: 900 units (vested 08/09/2025) $209,205 MV; 743 units (vest 08/08/2026) $172,710 MV; 548 units (vest 08/13/2027) $127,383 MV (values based on 6/30/2025 close) .
- PSUs: 2,797 units for 2023–2025 $650,163 payout value; 1,359 units for 2024–2026 $315,900 MV; 1,127 units for 2025–2027 $261,971 MV (values based on 6/30/2025 close; amounts include banked and targeted elements as disclosed) .
- SARs (exercisable/unexercisable; strike/expiry): 15,400 @ $53.87 exp 08/13/2029; 2,025/675 @ $88.79 exp 08/10/2031; 1,300/1,300 @ $103.92 exp 08/09/2032; 583/1,748 @ $142.92 exp 08/08/2033; 0/1,796 @ $197.43 exp 08/13/2034 .
Realized equity activity:
- FY2025: Exercised 10,000 SARs ($1,914,500 value realized); 6,459 shares vested from RSUs/PSUs ($1,501,395) .
- FY2024: Exercised 9,300 SARs ($921,444 value realized); no stock awards vested in 2024 for Vasquez .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (08/25/2025) | 35,721 shares; includes 21,665 shares acquirable via vested options/SARs within 60 days |
| Shares outstanding (Record Date for 2025 proxy) | 37,751,071 shares |
| Ownership as % of shares outstanding | ≈0.09% (35,721 / 37,751,071; inputs cited) |
| Stock ownership guideline | 3x base salary for executive officers |
| Vasquez “owned” holdings vs guideline (as of 06/30/2025) | $4,649,747 owned value vs $1,155,000 guideline (meets/exceeds) |
| Hedging/pledging | Prohibited under Insider Trading Policy |
Employment Terms
| Provision | Terms disclosed |
|---|---|
| Employment agreement | None disclosed for Vasquez; AIT has no formal severance for NEOs other than CEO; Board retains discretion outside CIC |
| Change-in-control (CIC) agreement | Company CIC agreements exist with CEO, CFO, CHRO; not with Vasquez |
| CIC vesting economics (plan-level) | If an executive has qualifying CIC separation, unvested SARs become exercisable; RSUs vest; PSUs pay at target pro rata (terms apply to officers with CIC coverage) |
| Death/Disability benefits (Vasquez) | PSUs $935,379; SARs $248,413; RSUs $366,806; KERP $31,773; Life insurance $300,000; total $1,882,371 (death) / $1,582,371 (disability, excluding life insurance) |
| Clawbacks | Robust clawback and mandatory recovery policies aligned with SOX/Dodd-Frank/NYSE |
| Deferred comp (KERP) FY2025 | Company credit $31,773; year-end balance $117,545 |
| Perquisites | Minimal; life insurance $766 and other perqs $58 in FY2025 (no tax gross-ups) |
Say‑on‑Pay, Peer Group, and Committee Practices
- Say‑on‑Pay support: 96% approval in 2025; 97% in 2024—indicating strong shareholder endorsement of pay design/outcomes .
- Compensation consultant: Pay Governance serves as independent advisor to the Compensation Committee .
- Peer group targeting: Total target pay positioned near median of distribution peers; 2025 peer group list provided in proxy (18 companies) .
- Best practices: Double‑trigger CIC, no option/SAR repricing, no hedging/pledging, significant ownership guidelines, and clawbacks .
Performance & Track Record Context
| Measure | FY2024 | FY2025 |
|---|---|---|
| Net Sales ($B) | 4.5 | 4.6 |
| Net Income ($M) | 385.8 | 393.0 |
| Adjusted EBITDA for incentive programs ($M) | 553.3 | 562.1 |
| Avg Working Capital % Sales | 25.9% | 26.1% (25.6% adjusted for incentives) |
| ROA | 13.6% | 13.0% (13.6% adjusted for incentives) |
| TSR – value of $100 | $326.62 (2024) | $394.04 (2025) |
Compensation Structure Analysis
- Mix and risk: Roughly half of long‑term incentives in PSUs (EBITDA/ROA), with balance in SARs and RSUs—aligns outcomes to operating performance and share price; no repricing and multi‑year vesting reduces risk of short‑termism .
- FY2025 salary action: Unlike other NEOs who had temporary H1 salary reductions, Vasquez held flat H1 and received a 10.4% annualized increase later in FY2025 based on performance—supportive of retention/market alignment .
- Pay outcomes vs goals: FY2025 MIP paid at 106.2% on average; PSUs banked near target (101.4% 2025–2027 year 1); both tie to Net Income/Working Capital and EBITDA/ROA, showing coherent linkage to financial delivery .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no excise tax gross-ups; no SAR/option repricing—reduces governance risk .
- Insider selling pressure: Material SAR exercises around vest dates (9,300 in FY2024; 10,000 in FY2025) and sizable vesting values ($0 in FY2024; $1.50M in FY2025) may create periodic selling pressure windows, though such activity follows plan design and blackout policies .
- Related party transactions: None disclosed for Vasquez; the only related-party disclosure in recent proxies relates to another executive’s legacy leases .
Investment Implications
- Alignment: Vasquez’s pay is heavily at-risk with objective financial metrics (Net Income, Working Capital, EBITDA, ROA), and he exceeds stringent stock ownership guidelines—strong shareholder alignment signals .
- Retention and supply of stock: Multi‑year cliff and ratable vesting plus recurring PSU/SAR cycles support retention; recurring SAR exercises around anniversaries may add episodic supply; monitor Form 4s around August each year .
- Performance linkage: With AIT delivering record FY2025 results and consistent TSR growth, incentive calibrations appear balanced (FY2025 MIP ~106% and PSUs ~101% banked), suggesting measured upside/downside sensitivity to operating conditions .