Madhuri A. Andrews
APPLIED INDUSTRIAL TECHNOLOGIESAbout Madhuri A. Andrews
Madhuri A. Andrews (age 58) is an independent director of Applied Industrial Technologies (AIT) since 2019, serving on the Audit and Corporate Governance & Sustainability Committees. She is Executive Vice President and Chief Information Officer at MKS Inc. and previously held senior CIO roles at Jacobs and DynCorp, bringing deep expertise in digital transformation, cybersecurity, and governance, risk, and compliance (GRC) frameworks . The Board affirms her independence; in FY2025 the Board met six times and each director attended at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MKS Inc. (NASDAQ: MKSI) | Executive Vice President & Chief Information Officer | Since June 2023 | Leads business continuity and technology-related transformation; optimizes and integrates GRC frameworks and processes . |
| Jacobs (NYSE: J) | EVP, Chief Digital & Information Officer; previously SVP, CIO | Aug 2018–Nov 2022 (SVP CIO Aug 2018–Jun 2019; EVP CDIO Jun 2019–Nov 2022) | Led global digital strategies and transformations across diverse industries . |
| DynCorp International LLC | Chief Information Officer | 2015–Aug 2018 | Oversaw global aviation, logistics, intelligence, and field operations IT; delivered synergies in M&A/divestitures . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TELUS Digital (NYSE: TIXT) | Director (past 5 years) | Not disclosed | Listed among “Other Directorships in Previous 5 Years” . |
| Other Public Company Board Experience | — | — | Board matrix indicates she has other public company board experience . |
Board Governance
- Committee assignments: Audit; Corporate Governance & Sustainability .
- Committee chairs: Audit chaired by Vincent K. Petrella; Corporate Governance & Sustainability chaired by Peter C. Wallace .
- Committee meeting cadence FY2025: Audit (4); Corporate Governance & Sustainability (4); Executive Organization & Compensation (5) .
- Independence: All directors except the CEO are independent; all three key committees are solely independent .
- Attendance: Board held six meetings; each director attended ≥75% of Board and applicable committee meetings; directors attended the prior annual meeting .
- Board leadership: Independent Chairman (Peter C. Wallace); non-management directors meet in regular executive sessions without management .
- Other board limits: As an executive officer of a public company, Andrews is subject to a two-board maximum (including AIT) .
- Audit financial expert status: Audit Committee has four “financial experts” (Chadwick, Hall, Pagano Jr., Petrella); Andrews is not designated as a financial expert .
- Risk & cybersecurity: Board receives regular cyber briefings; oversight spans financial reporting, compensation risk, governance/sustainability .
Fixed Compensation
| Component (FY2025) | Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director | $105,000 |
| Committee chair fees | Not applicable to Andrews | $0 (Audit chair $25,000; Exec Comp chair $17,500 per program; CG&S chair discontinued) |
| Meeting fees | None | $0 |
| Equity – Restricted Shares | Annual grant Jan 2025; 562 shares; one-year vest (Jan 2026); dividends accrue and pay at vest; valued using 90-trading-day average prior to grant | $138,000 |
| Option awards | None | $0 |
| Other benefits | None disclosed for Andrews | $0 |
| Total FY2025 director compensation | Fees + stock awards | $243,000 |
Stock ownership guideline for directors: Minimum 5x annual retainer ($525,000) within five years; as of June 30, 2025, each director exceeded the guideline except Mr. Simoncic; average non-employee director ownership equaled 26x the annual retainer .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-linked director pay | None; director equity awards are time-based restricted shares with one-year vesting; no PSUs or options for directors . |
Other Directorships & Interlocks
| Company | Relationship to AIT | Interlock / Related Party |
|---|---|---|
| MKS Inc.; TELUS Digital (TIXT) | External positions | No AIT-related party transactions disclosed involving Andrews; AIT related-party leases involve an executive (Hoffner), not directors . |
Expertise & Qualifications
| Competency | Evidence |
|---|---|
| Technology; Risk Management; Strategic Planning & Execution; Operations/Supply Chain | Board matrix indicates Andrews has these skills . |
| Corporate Governance/Compliance; Finance/Accounting | Board matrix indicates competencies present . |
| M&A execution | Board matrix lists M&A; biography highlights synergies and stranded cost elimination through M&A/divestitures . |
| Other public company board experience; Active executive | Affirmed in matrix . |
Equity Ownership
| Holder | Shares Beneficially Owned (Aug 25, 2025) | % of Class | Notes |
|---|---|---|---|
| Madhuri A. Andrews | 8,224 | <1% | Includes 562 restricted shares (voting but not dispositive); directors exceed $525,000 guideline value except Simoncic . |
Policy signals:
- Hedging, pledging, short sales prohibited for insiders (incl. directors); transactions akin to exchange funds require Board approval case-by-case .
- Section 16(a) filings: All timely in FY2025 .
Governance Assessment
- Board effectiveness: Andrews contributes domain expertise in cybersecurity, digital transformation, and GRC to Audit and CG&S, aligning with AIT’s explicit cyber risk oversight and sustainability governance .
- Independence & engagement: Independent, on two key committees, with attendance ≥75%; Board uses independent Chairman and executive sessions, enhancing oversight quality .
- Ownership alignment: Strong alignment through stock ownership guidelines and annual restricted share grants; Andrews’ holdings exceed guideline value, and hedging/pledging is prohibited, reducing alignment risks .
- Conflicts/related parties: No related-party transactions disclosed for Andrews; Board employs a formal related party policy with CG&S oversight and recusal provisions .
- Compensation governance: Director pay is modest and equitable (cash retainer + time-based equity); no meeting fees; equity valuation based on 90-day average price; director pay cap $750,000/year; supports recruitment/retention without excess .
- Investor confidence signals: Prior say-on-pay received 96% approval (for executives), indicating shareholder support for compensation structures and governance approach . Clawback policies and double-trigger CIC for executives further align with best practices .
RED FLAGS: None specific to Andrews disclosed. No hedging/pledging permitted; no related-party transactions; attendance threshold met; independence affirmed .