Mary Dean Hall
APPLIED INDUSTRIAL TECHNOLOGIESAbout Mary Dean Hall
Mary Dean Hall is an independent director of Applied Industrial Technologies (AIT), age 68, serving since 2019, and currently Executive Vice President and Chief Financial Officer of Ingevity Corporation (NYSE: NGVT) since April 2021 . She is designated an Audit Committee financial expert and serves on AIT’s Audit and Corporate Governance & Sustainability Committees; the Board has affirmatively determined her independence under NYSE standards . Her background spans public company accounting and reporting, FP&A, tax, treasury, corporate development/M&A, investor relations, enterprise risk management, and earlier banking experience in M&A, capital markets, and financing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingevity Corporation (NYSE: NGVT) | Executive Vice President & Chief Financial Officer | Since Apr 2021 | Senior finance leadership at specialty chemicals/engineered materials company; public company CFO credentials |
| Quaker Houghton (NYSE: KWR) | SVP, CFO & Treasurer (from 2019); VP, CFO & Treasurer (from 2015) | 2015–2019+ | Led global finance for industrial process fluids leader; public company accounting/reporting, treasury, M&A |
| Banking industry | Finance roles in M&A, capital markets, financing | Not disclosed | Developed capital markets/M&A expertise leveraged in board finance oversight |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Magnera Corporation (NYSE: MAGN) | Director | Within prior 5 years | Other public company board experience; supports governance breadth |
Board Governance
- Committee assignments: Audit; Corporate Governance & Sustainability; Audit Committee financial expert designation for Hall, Chadwick, Pagano, Petrella .
- Independence: All directors except the CEO are independent under NYSE and AIT standards; Hall is independent .
- Attendance and engagement: Board met six times in FY2025; each director attended at least 75% of Board and committee meetings; non-management directors meet in executive sessions led by independent Chair Peter C. Wallace .
- Committee activity: FY2025 meetings—Audit (4), Corporate Governance & Sustainability (4), Executive Organization & Compensation (5); committee rosters include Hall on Audit and Corporate Governance & Sustainability .
- Board leadership: Independent Chairman (Peter C. Wallace); CEO and Chair roles separated .
- Other boards policy: Directors who are named executive officers of public companies may serve on up to two public company boards including AIT; otherwise up to four; Hall, as a public company CFO, is within limits .
- Stock ownership guidelines: Non-employee directors must hold shares valued at ≥5x annual retainer ($525,000) within five years; as of June 30, 2025, all directors except Simoncic met the guideline; Hall is compliant .
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Annual cash retainer | $105,000 for each non-employee director | |
| Meeting fees | None; retainers earned quarterly | |
| Chair fees | Audit Chair $25,000; Exec Org & Comp Chair $17,500; Corporate Governance & Sustainability Chair none | |
| Long-term incentives | Annual restricted share grants; 562 shares awarded Jan 2025; vest one year post-grant; dividends accrue, voting rights retained | |
| Director comp cap | 2023 Long-Term Performance Plan limits director compensation (cash+equity) to $750,000 per director per year |
Director-specific FY2025 compensation:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Mary Dean Hall | 105,000 | 138,000 | 0 | 0 | 243,000 |
Performance Compensation
- Structure: Non-employee director equity consists of time-based restricted shares; there are no director-level PSUs or option grants for Hall in FY2025 .
- Grant details:
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting | Notes | |---|---|---:|---:|---|---| | Jan 2025 | Restricted Shares | 562 | 138,000 | Jan 2026 (one-year) | Dividends accrue; voting rights; valuation based on 90-day average price prior to grant |
Other Directorships & Interlocks
| Person | External Public Company | Role | Potential Interlock/Notes |
|---|---|---|---|
| Mary Dean Hall | Magnera Corporation (NYSE: MAGN) | Director | No AIT-related transactions disclosed; within AIT board-limit policy for public company executives |
| Mary Dean Hall | Ingevity Corporation (NYSE: NGVT) | EVP & CFO | As CFO of a supplier/manufacturer, monitor any future AIT–Ingevity transactions; none disclosed in 2025 proxy |
Expertise & Qualifications
- Skills matrix highlights: finance/accounting, risk management, strategic planning, operations/supply chain, technology, M&A; other public board experience; active executive .
- Audit Committee financial expert designation, supporting high-quality financial oversight .
- Career credentials: CFO roles at Ingevity and Quaker Houghton; foundation in banking M&A/capital markets .
Equity Ownership
| Holder | Shares Beneficially Owned (Aug 25, 2025) | % of Class | Components/Notes |
|---|---|---|---|
| Mary Dean Hall | 4,024 | <1% | Includes 562 restricted shares with voting but not dispositive power; no options reported for directors; no pledging/hedging permitted under policy |
Stock ownership guideline compliance:
- Requirement: ≥5x annual retainer ($525,000) within five years .
- Status (June 30, 2025): All directors except Simoncic met guideline; Hall compliant .
Governance Assessment
- Board effectiveness: Hall’s dual committee service and audit financial expert status bolster oversight of financial reporting, risk, and governance; attendance thresholds met across Board/committees, and robust executive sessions strengthen independence .
- Alignment and incentives: Director pay mix balances cash retainer with annual equity; restricted shares vest after one year; stringent 5x retainer ownership guideline with widespread compliance supports “skin in the game” .
- Conflicts/related-party exposure: AIT’s related-party policy requires Corporate Governance & Sustainability Committee review; 2025 proxy discloses only lease arrangements tied to an executive officer (Hoffner), with no director-related transactions—none for Hall .
- Risk indicators: Prohibitions on hedging/pledging; no option repricing; no excise-tax gross-ups in change-in-control agreements; consistent grant timing reduces opportunism; strong shareholder support for say-on-pay (96% approval in 2024) indicates broader confidence in governance practices .
RED FLAGS: None disclosed for Hall in 2025 (no related-party transactions, hedging/pledging prohibited, attendance threshold met, compensation structure standard for independent directors) .