Richard M. Wagner
Chief Accounting Officer & Controller (Principal Accounting Officer) at 
APPLIED INDUSTRIAL TECHNOLOGIES
APPLIED INDUSTRIAL TECHNOLOGIESExecutive
About Richard M. Wagner
Richard M. Wagner, age 56, is Applied Industrial Technologies’ Chief Accounting Officer, Controller, and Principal Accounting Officer (appointed October 2024; signed the FY2025 Form 10‑K in this capacity). He is a CPA with a B.S. in Accounting from Pennsylvania State University and previously served as Chief Accounting Officer at Dentsply Sirona and at Hillrom Holdings. During Wagner’s first full reporting cycle as principal accounting officer, AIT reported record FY2025 net sales ($4.6B), net income ($393.0M), and strong cash generation; adjusted EBITDA was $562.1M and the company’s pay‑versus‑performance disclosure showed five‑year TSR outperformance versus the peer index in 2025. The finance function’s incentive architecture at AIT ties annual payouts to Net Income and working capital efficiency and long‑term equity to EBITDA and ROA, aligning accounting leadership with operational and shareholder value creation.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Applied Industrial Technologies | Chief Accounting Officer & Controller; Principal Accounting Officer | Aug 2024–present | Led controllership and principal accounting officer responsibilities through FY2025 record performance and SEC reporting; signed FY2025 Form 10‑K. |
| Dentsply Sirona, Inc. | Vice President, Chief Accounting Officer | Aug 2022–Aug 2024 | Oversaw public company accounting, reporting, and controls. |
| Hillrom Holdings, Inc. | Vice President, Chief Accounting Officer & Corporate Controller | Apr 2018–Feb 2022 | Led corporate accounting and SEC reporting at a NYSE‑listed med‑tech company. |
External Roles
No public company board service or external directorships disclosed for Wagner.
Fixed Compensation
- AIT’s proxy does not include Wagner among named executive officers (NEOs), so individual base salary, target bonus, and realized bonus for Wagner are not disclosed. The Committee sets competitive, market‑median pay levels; annual cash incentives are governed by the Management Incentive Plan (MIP) with objective company metrics and individual performance components.
- Executive stock ownership guideline for “other executive officers” (non‑CEO) is 3x base salary; executives must retain net shares from equity until compliant. Hedging, short sales, margin purchases, and pledging of AIT stock are prohibited under the Insider Trading Policy.
Performance Compensation
- Company incentive architecture (applies to executives; specific Wagner payouts not disclosed) emphasizes pay‑for‑performance via annual cash (Net Income; Working Capital % of Sales) and long‑term equity (performance shares on EBITDA and ROA; plus SARs and RSUs).
| FY2025 MIP Component | Weight | Target | Actual (Adjusted) | Payout (% of prorated target) | Notes |
|---|---|---|---|---|---|
| Net Income | 60% | $385.4M | $389.8M | 105.8% | Hydradyne effects excluded per Committee adjustment. |
| Avg. Working Capital as % of Sales | 20% | 25.9% | 25.6% | 111.5% | Defined as quarterly averages over the year. |
| Performance Shares (FY2025 first year) | Metric | Weight | Target | Actual (Adjusted) | Banked award |
|---|---|---|---|---|---|
| 2025–2027 Program | EBITDA | 75% | $560.4M | $550.9M | 95.7% |
| 2025–2027 Program | ROA | 25% | 13.0% | 13.6% | 118.2% |
| 2024–2026 Program | EBITDA | 75% | $635.0M | $550.9M | 66.9% |
| 2024–2026 Program | ROA | 25% | 14.8% | 13.6% | 80.0% |
| 2023–2025 Program | EBITDA | 75% | $534.4M | $550.9M | 112.3% |
| 2023–2025 Program | ROA | 25% | 13.6% | 13.6% | 100.0% |
Vesting mechanics:
- RSUs: 3‑year cliff vest; dividend equivalents accrue and pay at vest.
- SARs: 10‑year term; vest 25% per year over 4 years; stock‑settled.
- Performance shares: three 1‑year goals set at program inception; shares “banked” annually and delivered after the 3‑year period, subject to continued service and goal achievement.
Equity Ownership & Alignment
- Ownership policy: 3x base salary for executive officers; must retain net shares until compliant; RSUs count toward “owned” shares, but SARs and performance shares do not.
- Prohibitions: No hedging, pledging, short sales, or margin purchases of AIT stock by insiders. Case‑by‑case review for exchange funds. Insider Trading Policy filed as 10‑K exhibit.
- Clawbacks: Mandatory recovery of incentive compensation upon accounting restatement per Exchange Act Section 10D/NYSE standards; additional recoupment and forfeiture provisions in award terms.
- Insider activity: No Form 4 transactions were found for Wagner through November 18, 2025; a Form 3 power‑of‑attorney authorization was executed October 16, 2024.
Employment Terms
- Employment agreements: AIT states no employment contracts for NEOs beyond the CEO severance agreement; no Wagner‑specific employment contract is disclosed.
- Change‑in‑control (CIC): AIT maintains CIC agreements only with CEO Schrimsher (3x salary+target bonus) and NEOs Wells and Loring (1.5x), double‑trigger cash and equity vesting; no excise tax gross‑up; non‑compete obligation for 3 years post‑termination. No CIC agreement for Wagner is disclosed.
- Plan‑level CIC treatment: Unvested SARs become exercisable; RSUs vest; performance shares pay pro‑rata at target upon qualifying double‑trigger separation within one year of CIC; KERP balances vest.
Company Performance Context (FY2024–FY2025)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Net Sales ($B) | 4.5 | 4.6 |
| Net Income ($M) | 385.8 | 393.0 |
| Adjusted EBITDA ($M) | 553.3 | 562.1 |
| Cash Provided by Operating Activities ($M) | — | 492.4 |
| Cash Returned to Shareholders ($M) | — | 216.5 |
Additional governance signals:
- Say‑on‑pay: 96% support in 2024; 2025 vote favor 31.4M against 0.8M (advisory approval).
Investment Implications
- Alignment: Wagner operates within a rigorous pay‑for‑performance framework that emphasizes Net Income, working capital efficiency, EBITDA, and ROA, with strict ownership retention and anti‑hedging/pledging rules—supportive of governance‑aligned financial stewardship.
- Retention and severance risk: Absence of a disclosed CIC agreement or individualized severance for Wagner (vs CEO/CFO/CHRO) suggests lower contractual protection; retention hinges on equity participation under plan terms and career progression. Monitor future proxies for any contract changes.
- Insider selling pressure: No Form 4 activity for Wagner found; equity vesting schedules (RSUs/SARs/PSUs) and ownership retention requirements mitigate near‑term selling incentives. Continue tracking Section 16 filings for signal changes.
- Execution risk: As principal accounting officer, Wagner’s remit directly impacts controls and reporting quality; FY2025 saw clean certifications and strong operating results. Sustained performance on EBITDA/ROA targets underpins long‑term equity realizations; governance policies (clawbacks, double‑trigger CIC) reduce adverse incentive risk.