Peter C. Wallace
APPLIED INDUSTRIAL TECHNOLOGIESAbout Peter C. Wallace
Independent Chairman of the Board at Applied Industrial Technologies (AIT) since 2014; director since 2005. Age 71. Former CEO of Gardner Denver (2014–2015) and previously President & CEO and director at Robbins & Myers (2004–2013). Brings extensive global industrial manufacturing leadership and distributor–manufacturer ecosystem expertise. Independent under NYSE standards; all directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gardner Denver, Inc. | Chief Executive Officer | 2014–2015 | Led a worldwide manufacturer of engineered compressors, pumps, blowers; global operations and distribution experience |
| Robbins & Myers, Inc. | President & CEO; Director | 2004–2013 | Led application‑critical equipment maker; deep experience across energy, chemical, pharma, industrial markets |
External Roles
| Company | Role | Status/Period | Notes |
|---|---|---|---|
| Curtiss‑Wright Corporation (NYSE: CW) | Director | Other directorships in previous 5 years | Public company board experience |
| Rogers Corporation (NYSE: ROG) | Director | Other directorships in previous 5 years | Public company board experience |
Board Governance
- Independent Chairman; the Board separates Chair and CEO roles. Wallace presides over executive sessions of non‑management directors and collaborates on agendas and schedules .
- Independence: all directors other than the CEO are independent under NYSE and AIT categorical standards .
- Attendance: FY2025 Board met 6 times; each director attended at least 75% of Board and committee meetings; all directors attended last year’s annual meeting. FY2024 Board met 5 times with similar attendance .
- Committee composition: all three key committees (Audit; Corporate Governance & Sustainability; Executive Organization & Compensation) are fully independent .
- ESG/Sustainability oversight assigned to Corporate Governance & Sustainability Committee (comprised of all independent directors); updates at each committee meeting and annually to the full Board .
- Section 16 compliance: all officers and directors filed timely in FY2025 and FY2024 .
- Director external board policy: non‑executive public company directors limited to four boards (including AIT); named executive officers at public companies limited to two .
| Committee | FY2025 Meetings | Chair | Wallace Role |
|---|---|---|---|
| Corporate Governance & Sustainability | 4 | Peter C. Wallace | Chair; committee covers nominations, governance, director pay, compliance, sustainability; administers director LTIP |
| Executive Organization & Compensation | 5 | Joe A. Raver | Member; oversees succession, executive pay; uses independent consultant Pay Governance |
| Audit | 4 | Vincent K. Petrella | Not a member (committee financial experts designated) |
| Executive Committee | 1 | Included Chairman, CEO, committee chairs | Member via Chairman role; may exercise Board powers between meetings |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annualized base retainer (non‑employee director) | $105,000 | $105,000 |
| Chairman retainer (additional) | $80,000 | $80,000 |
| Audit Chair fee | $25,000 (not Wallace) | $25,000 (not Wallace) |
| Exec Org & Comp Chair fee | $17,500 (not Wallace) | $17,500 (not Wallace) |
| Meeting fees | None (no per‑meeting fees) | None (no per‑meeting fees) |
| Director compensation annual cap | $750,000 per director | $750,000 per director |
| Cash fees (Wallace actual) | $182,500 | $185,000 |
| Other benefits (Wallace) | Health care $4,200 (legacy eligibility for pre‑2011 directors) | Health care $4,500 (legacy eligibility; sole qualifying director) |
Performance Compensation
| Equity Grant (Directors) | Grant Date | Shares | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual restricted shares (all directors) | Jan 2024 | 850 | $138,000 | 1‑year (Jan 2025) | Uses 90‑day average price; dividends accrue, paid at vest |
| Chairman additional restricted shares (Wallace) | Jan 2024 | 185 | $30,000 | 1‑year (Jan 2025) | Reflects extra Chairman responsibilities |
| Annual restricted shares (all directors) | Jan 2025 | 562 | $138,000 | 1‑year (Jan 2026) | Uses 90‑day average price; dividends accrue, paid at vest |
| Chairman additional restricted shares (Wallace) | Jan 2025 | 122 | $30,000 | 1‑year (Jan 2026) | Reflects extra Chairman responsibilities |
| Stock awards (Wallace actual) | FY2024 | — | $183,102 | — | Restricted share grants above |
| Stock awards (Wallace actual) | FY2025 | — | $168,000 | — | Restricted share grants above |
AIT prohibits hedging, pledging, short sales, and margin purchases of AIT stock by insiders; equity awards include clawbacks aligned with SOX and Dodd‑Frank/NYSE Section 10D requirements .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | Curtiss‑Wright (CW); Rogers (ROG) within prior 5 years |
| Compensation committee interlocks | None; members (including Wallace) were independent; no Item 404 related relationships |
| Potential interlocks with customers/suppliers | Not disclosed in AIT proxy; no related party transactions involving Wallace reported |
Expertise & Qualifications
- Strategic Planning & Execution; Risk Management; Corporate Governance/Compliance; Human Resources/Executive Compensation; Technology; M&A; Operations/Supply Chain; Distribution industry perspective; public company board experience per Board Matrix .
- Tenure: 20 years on Board post‑2025 annual meeting slate (range 1–20; average ~9 years). Age range post‑meeting 53–71; Wallace at 71 .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Total beneficial ownership (Wallace) | 31,011 shares | 31,728 shares |
| Ownership % of shares outstanding | <1% (asterisk indicates less than 1%) | <1% (asterisk indicates less than 1%) |
| Deferred comp plan shares included | 6,335 (voting, not dispositive) | 3,237 (voting, not dispositive) |
| Restricted shares included (unvested) | 1,035 (FY2024 grants) | 684 (FY2025 grants) |
| Director stock ownership guideline | 5× annual retainer ($525,000) | 5× annual retainer ($525,000) |
| Guideline compliance | Directors exceeded guideline as of 6/30/2024 (except Chadwick; Simoncic joined Aug 2024) | Directors exceeded guideline as of 6/30/2025 (except Simoncic) |
| Average non‑employee director ownership value vs retainer | ~27× (FY2024) | ~26× (FY2025) |
Fixed Compensation Summary (Wallace)
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash fees | $182,500 | $185,000 |
| Equity awards (grant‑date fair value) | $183,102 | $168,000 |
| All other compensation | $4,200 | $4,500 |
| Total | $369,802 | $357,500 |
Signals, Risks, and Conflicts Assessment
- Governance strengths:
- Independent Chairman; separation of Chair/CEO; robust executive sessions .
- Fully independent committees; clear charters; independent comp consultant (Pay Governance) engaged solely by the committee .
- Strong shareholder support on say‑on‑pay: 96% FY2025; 97% FY2024, signaling alignment of compensation structure with performance .
- Director ownership aligned with guidelines; high average ownership multiples .
- Prohibitions on hedging/pledging; clawback policy adopted per NYSE/Dodd‑Frank .
- Potential red flags:
- Legacy health care benefit for pre‑2011 directors; Wallace is sole qualifying participant. Cost appears modest ($4,500 FY2025; $4,200 FY2024), but it is a non‑standard perk relative to prevailing practices .
- No related‑party transactions involving Wallace disclosed; Section 16 filings timely; committees disclose no interlocks—no conflict indicators noted .
Governance Assessment
Wallace’s long tenure and independent Chair role enhance board effectiveness and oversight continuity. Committee leadership on Corporate Governance & Sustainability and membership on Executive Organization & Compensation embed him in director pay policy, succession, and ESG oversight—areas material to investor confidence. Ownership alignment and policy safeguards (no hedging/pledging, clawbacks) are positive. The only notable deviation is a legacy health benefit; given its modest value and transparency, it is unlikely to impair alignment. Overall, governance signals are supportive of board quality and risk oversight .