Joe A. Raver
APPLIED INDUSTRIAL TECHNOLOGIESAbout Joe A. Raver
Independent director at Applied Industrial Technologies (AIT) and former President & CEO of Hillenbrand, Inc. Age 59; AIT director since 2017. He is nominated for a term expiring in 2028 and is deemed independent under NYSE standards. Core credentials include multi-decade operating leadership as a public-company CEO in diversified industrials serving global markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hillenbrand, Inc. (NYSE: HI) | President & CEO | 2013–Dec 2021 | Led diversified industrial portfolio; prior board service at HI within last 5 years (ended 2021) |
External Roles
| Company/Institution | Role | Current/Former | Committee Roles |
|---|---|---|---|
| Hillenbrand, Inc. | Director | Former (ended 2021) | Not specified in AIT proxy |
Board Governance
- Independence and leadership: Raver is an independent director; AIT’s Chairman (Peter C. Wallace) is independent and non-executive; independent directors hold regular executive sessions without management .
- Committees and chair roles:
- Executive Organization & Compensation Committee (Chair)
- Corporate Governance & Sustainability Committee (Member)
- Executive Committee (Member)
- Meetings and attendance: Board held 6 meetings in FY2025; each director attended at least 75% of Board and relevant committee meetings. FY2025 committee meetings: Audit (4), Corporate Governance & Sustainability (4), Executive Org & Compensation (5) .
- Director service and refresh: Director since 2017; Board ages average 62 (range 53–71) and tenures average 9 years (range 1–20) post-meeting .
- Interlocks: None—Compensation Committee interlocks and insider participation not present .
- Election outcomes (signal of support): 2025 re-election votes For 28,731,867; Withheld 3,545,668; broker non-votes 2,096,107, indicating strong shareholder support .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash retainer (Raver) | $118,750 | $122,500 (comprised of $105,000 director retainer + $17,500 EO&C Chair fee) |
| Meeting fees | $0 (no meeting fees) | $0 (no meeting fees) |
| Committee chair fee detail | EO&C Chair: $17,500 | EO&C Chair: $17,500 |
Notes: Cash retainers are earned quarterly. CG&S chair retainer discontinued in 2019; Audit Chair retainer $25,000; Board Chair receives additional $80,000 (not applicable to Raver) . No fees per meeting .
Performance Compensation
| Equity Element (Non-Employee Directors) | FY2024 | FY2025 | Vesting/Terms |
|---|---|---|---|
| Annual restricted stock grant (Raver) | 850 shares; grant date fair value $150,374 | 562 shares; grant date fair value $138,000 | 1-year vest; dividends accrue and pay at vest; voting rights during vest |
| Options/SARs for directors | None reported | None reported | — |
- Total director compensation (Raver): FY2024 $269,124 (Cash $118,750, Stock $150,374) ; FY2025 $260,500 (Cash $122,500, Stock $138,000) .
- Structure signals: Stable, time-based equity grants (no option awards) and modest chair premium; equity value determined using 90-trading-day average to mitigate volatility . No performance-conditioned metrics for director pay (equity is time-vested) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Other public company directorships | Hillenbrand, Inc. (former; within previous 5 years) |
| Compensation Committee interlocks | None; no insider participation |
Expertise & Qualifications
- Prior public-company CEO with global industrial experience across compounding/extrusion, material handling, screening/separation, and injection molding systems; broad operations and leadership credentials suited to AIT’s industrial distribution and engineered solutions strategies .
- Serves as Chair of AIT’s Executive Organization & Compensation Committee, indicating governance depth in succession, leadership development, and pay design .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Joe A. Raver | 13,099 | <1% (percent not shown if <1%) |
- Footnote context: Each non-employee director’s total includes unvested restricted shares (562 for most; not dispositive power) .
- Ownership alignment: Directors must hold shares equal to ≥5x annual retainer ($525,000) within 5 years; as of June 30, 2025, every director exceeded the guideline except Mr. Simoncic (joined 2024) .
- Hedging/pledging: Company prohibits hedging, pledging, short sales, and derivatives on AIT stock; transactions like exchange funds reviewed case-by-case. Policy filed as exhibit to 10‑K .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Meeting | 33,716,370 | 1,286,421 | 76,722 | 1,256,607 |
| 2025 Meeting | 31,401,048 | 799,147 | 77,340 | 2,096,107 |
- Proxy highlights indicate 96% approval in 2024, and historically strong support for AIT’s program design (pay-for-performance, double-trigger CIC, clawbacks, no hedging/pledging) .
Related-Party Transactions and Policies
- Related-party lease arrangements disclosed involve an executive officer (Hoffner), negotiated at market terms and ratified by CG&S Committee; no transactions disclosed involving Raver .
- Conflicts policy: CG&S Committee reviews/approves transactions >$50,000 with related persons; directors with an interest recuse .
Compensation Committee Analysis (as applicable to Raver’s chair role)
- Consultant: Pay Governance LLC is the independent adviser to the EO&C Committee; verified independent; no other company work .
- Pay philosophy: Market-median targets among industrial distribution peers; diversified metrics across net income, working capital efficiency, EBITDA, and ROA for executives; double-trigger CIC; robust clawback policy aligned with NYSE rules .
Governance Assessment
-
Strengths
- Independent director; chairs the EO&C Committee—strong signal on leadership development, succession, and pay governance .
- High say-on-pay support in 2024 and robust vote outcomes in 2025, bolstering investor confidence in compensation oversight during his chairmanship .
- Clear ownership alignment via stringent 5x retainer guideline; directors (including Raver) above threshold; hedging/pledging prohibited .
- No disclosed related-party transactions or committee interlocks involving Raver .
-
Watch items
- Attendance is disclosed only as “≥75%” at the aggregate director level; no individual attendance granularity—continue to monitor future disclosure for any director-specific gaps .
- Director equity is time-based restricted stock (not performance-conditioned); however, size is moderate and aligned with market practice .
-
Overall: Raver’s profile—ex‑public company CEO, independent status, and chair of EO&C—supports board effectiveness at AIT. Compensation mix and ownership policies promote alignment; absent red flags or conflicts, his presence should be a net positive for governance quality and investor confidence .