Jon S. Ploetz
APPLIED INDUSTRIAL TECHNOLOGIESAbout Jon S. Ploetz
Vice President–General Counsel & Secretary of Applied Industrial Technologies since March 2023; age 52. Previously Vice President, Assistant General Counsel & Assistant Corporate Secretary at Harsco/Enviri (2018–2023), with prior role as Assistant General Counsel, Corporate & Securities . Context: AIT delivered record FY2025 results (net sales $4.6B, net income $393.0M, cash from operations $492.4M) and returned $216.5M to shareholders; five-year TSR translated a $100 initial investment into $394.04 vs $258.89 for peer group .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Enviri Corporation (formerly Harsco) | Vice President, Assistant General Counsel & Assistant Corporate Secretary | 2018–2023 | Led corporate/securities legal matters supporting governance, disclosure, and transactions . |
| Enviri/Harsco | Assistant General Counsel, Corporate & Securities | Pre-2018–2018 | Supported SEC compliance and capital markets activities . |
External Roles
No public company directorships disclosed in company filings reviewed .
Fixed Compensation
- Not disclosed for Ploetz in AIT’s proxy; he was not a named executive officer in FY2025, so base salary and bonus details are not itemized in the Summary Compensation Table .
Performance Compensation
Equity grants and terms (latest reported)
| Grant date | Instrument | Quantity | Price/Terms | Vesting schedule | Expiration/Settlement |
|---|---|---|---|---|---|
| 08/12/2025 | RSUs | 473 | No price (time-based) | Cliff vest 3 years from grant (expected 08/12/2028) [Form 4 noted “vest three years from date of grant”] | Settled in AIT common shares at vest |
| 08/12/2025 | Performance Shares (banked for FY2025) | 734 | Banked from FY2025 performance | Vest/payout at end of 2025–2027 program following certification [Form 4] | Settled in AIT shares at program end |
| 08/12/2025 | Stock-Only SARs | 1,453 | Exercise price $270.68 | 25% per year starting 08/12/2026 (annual increments) | 08/12/2035 expiration [Form 4] |
Annual performance metrics that drive performance shares (FY2025 results; 2025–2027 program)
| Metric | Weighting | FY2025 Target | FY2025 Actual (Adjusted) | Payout for FY2025 | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 75% | $560.4 | $550.9 | 95.7% | Hydradyne results and costs excluded for plan calculations . |
| ROA (%) | 25% | 13.0% | 13.6% | 118.2% | . |
| Overall | — | — | — | 101.4% | Banked toward 2025–2027 PSU payout . |
Plan design context (applies to executives, including Ploetz’s awards):
- PSUs measured annually within 3-year cycles; payouts 0–200% of target; metrics typically 75% EBITDA / 25% ROA .
- RSUs vest after three years (cliff) and pay dividend equivalents at vesting .
- SARs vest 25% per year over four years; 10-year term; stock-settled .
Equity Ownership & Alignment
| As-of | Non-derivative shares directly owned | Derivative awards | Ownership as % of shares outstanding |
|---|---|---|---|
| 08/12/2025–08/14/2025 filings | 3,442 common shares (after RSU/PSU grants) | 1,453 SARs (exercisable per schedule) | ~0.009% (3,442 / 37,751,071 shares o/s as of 08/25/2025) [Form 4; DEF 14A] |
Alignment policies:
- Executive stock ownership guideline: 3× base salary for executive officers (CEO 5×). Net shares from equity awards must be retained until guideline met .
- Hedging and pledging of AIT stock are prohibited under the Insider Trading Policy .
- Clawbacks: robust recoupment for misconduct and accounting restatements; Dodd‑Frank 10D-compliant policy adopted and filed with Form 10‑K .
No indication of pledged shares for Ploetz; pledging is prohibited by policy .
Employment Terms
- Executive officer since March 2023; elected annually by the Board like other officers .
- Change-in-control (CIC) agreements are disclosed only for the CEO, CFO, and CHRO (double-trigger cash multiples and equity vesting at target); no CIC agreement disclosed for other officers such as the General Counsel .
- CEO has a separate severance agreement; for other executives, severance is discretionary absent CIC; no individual severance contract disclosed for Ploetz .
Performance & Track Record (role-relevant signals)
- Legal signatory for financing/M&A integrations: executed company credit agreement ($900M facility, 10/24/2025) and multiple guaranty joinders for acquired subsidiaries/integration steps (e.g., Hydradyne, Applied Bearing Distributors, Cangro, iTECH, Stanley M. Proctor) .
- Regular SEC filing signatory for AIT (e.g., earnings 8‑K, shareholder vote 8‑K) reflecting control over disclosure and governance processes .
Compensation Structure Analysis (implications for Ploetz)
- Mix tilts to equity with meaningful at-risk components (RSUs, PSUs, SARs), consistent with company-wide pay-for-performance design; PSU outcomes link to EBITDA and ROA, aligning legal leadership with operating and capital efficiency targets .
- 2025 PSU banked payout at ~101% of target indicates near-target operating performance impact on equity; RSU and SAR vesting schedules create multi-year retention hooks (3-year cliff; 4-year graded; 10-year SAR term) .
Risk Indicators & Red Flags
- Hedging/pledging barred; strong clawback and ownership policies mitigate misalignment risk .
- No individual CIC protection disclosed for General Counsel; in a takeout scenario, lack of a disclosed CIC agreement could elevate retention risk versus covered NEOs (CEO, CFO, CHRO) .
- No insider sales reported in latest Form 4; activity reflects grants/banked awards and SAR issuance, not selling pressure .
Investment Implications
- Alignment: Equity-heavy awards (PSUs, RSUs, SARs) tied to EBITDA/ROA and multi-year vesting indicate strong incentive alignment and moderate near-term selling pressure, supportive of governance quality .
- Retention: The absence of a disclosed CIC agreement for the General Counsel, combined with meaningful unvested equity, suggests retention is driven primarily by ongoing vesting rather than contractual protections—acceptable in status quo but a watchpoint under M&A scenarios .
- Execution: Ploetz’s repeated signatory role on financing and subsidiary integration documents underscores involvement in capital structure and M&A integration—key support functions as AIT scales bolt-on acquisitions amid strong operating performance (record FY2025 metrics; above-peer TSR over five years) .