Robert J. Pagano, Jr.
APPLIED INDUSTRIAL TECHNOLOGIESAbout Robert J. Pagano, Jr.
Robert J. Pagano, Jr. is an independent director of Applied Industrial Technologies (AIT) and a designated Audit Committee Financial Expert, bringing CEO-level operating and financial expertise. He is 62 and has served on AIT’s board since 2017 (current term expiring in 2026). He is CEO, President, and Chairperson of the Board at Watts Water Technologies (WTS), and a Certified Public Accountant who began his career at an international public accounting firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Watts Water Technologies, Inc. (NYSE: WTS) | Chief Executive Officer and President; Chairperson of the Board | CEO/President since 2014; Chairperson since Feb 2022; Interim CFO Apr–Jul 2018 | Brings CEO-level leadership in industrials, distributor relationships, and strong finance/accounting background (CPA) . |
| International Public Accounting Firm | Auditor (early career) | Not disclosed | CPA credential; foundational finance and reporting expertise . |
External Roles
| Company | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Watts Water Technologies, Inc. (NYSE: WTS) | CEO, President, Chairperson, and Director | Public | Current executive and board role; only other public board disclosed in last 5 years . |
Board Governance
- Independence status: Independent (AIT board determined all directors other than the CEO are independent) .
- Committee assignments (FY2025): Audit; Corporate Governance & Sustainability; Executive Organization & Compensation .
- Committee chair roles: None; current committee chairs are Petrella (Audit), Wallace (Corporate Governance & Sustainability), and Raver (Executive Organization & Compensation) .
- Audit Committee Financial Expert: Yes (designated alongside Chadwick, Hall, and Petrella) .
- Attendance: The Board met six times in FY2025; each director attended at least 75% of Board and applicable committee meetings; all directors attended last year’s annual meeting .
- Committee meeting cadence (FY2025): Audit (4); Corporate Governance & Sustainability (4); Executive Organization & Compensation (5) .
- Executive sessions: Non-management directors meet in executive session at regular Board meetings; led by independent Chair (Peter C. Wallace) .
- Board leadership: Independent Chair; CEO and Chair roles separated .
- Overboarding policy: Executives of public companies may serve on up to two public boards (including AIT); non-executives up to four. Pagano, as a public-company CEO, falls within this limit (AIT + WTS) .
Fixed Compensation (Director)
| Component | FY2025 Amount/Detail | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $105,000 | Earned quarterly; no meeting fees . |
| Equity award (restricted shares) | 562 shares; grant-date fair value $138,000 (Jan 2025 grant) | Vests one year after grant; dividends accrue and pay at vest; voting rights during vest . |
| Committee chair fees | Not applicable to Pagano (chairs: Audit–Petrella; CG&S–Wallace; EO&C–Raver) . | |
| Total FY2025 director comp (Pagano) | $243,000 (Cash $105,000; Stock awards $138,000) . |
Program features and alignment:
- Target value method uses 90-trading-day average share price to mitigate volatility; annual cap for director compensation (cash+equity) is $750,000 per director .
- No meeting fees; Corporate Governance & Sustainability Committee chair retainer discontinued due to full-board composition of that committee .
Performance Compensation (Director)
| Element | Status | Notes |
|---|---|---|
| Director performance-based equity (PSUs/options) | None disclosed for non-employee directors | Director equity is time-based restricted stock; no director options shown for FY2025 . |
| Performance metrics tied to director pay | Not applicable | Company uses performance metrics for executive officer plans, not for director compensation . |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current other public company directorships | Watts Water Technologies, Inc. (NYSE: WTS) – CEO/President/Chairperson/Director . |
| Compensation Committee interlocks | None. AIT’s Compensation Committee members (Raver, Pagano, Petrella, Wallace) had no interlocking relationships and were not AIT officers/employees during FY2025 . |
Expertise & Qualifications
- Financial/accounting: CPA; designated Audit Committee Financial Expert, supporting rigorous audit oversight .
- Operating and distribution: Career includes extensive leadership working with distributors serving industrial markets worldwide .
- Board matrix competencies: Strategic planning/execution; operations/supply chain; finance/accounting; corporate governance/compliance; human resources/comp; technology; M&A (per AIT Board Matrix) .
Equity Ownership
| Holder | Beneficial Ownership (8/25/2025) | % of Class | Notes |
|---|---|---|---|
| Robert J. Pagano, Jr. | 11,584 shares | <1% | Includes 562 restricted shares with voting but not dispositive power; no additional equity vests within 60 days after 8/25/2025 . |
Alignment mechanisms and safeguards:
- Director ownership guideline: 5x annual retainer ($525,000) within 5 years; each director exceeded the guideline as of 6/30/2025 (except Simoncic, new in 2024). Average director ownership value = 26x annual retainer .
- Hedging/pledging: Prohibited for insiders, including directors; no short sales, derivatives, hedging, margin purchases, or pledging allowed under AIT’s Insider Trading Policy .
Governance Assessment
Key positives for investor confidence:
- Independent, multi-committee service with designation as an Audit Committee Financial Expert; brings CEO-level operating and finance expertise to Audit and Compensation oversight .
- Strong alignment: equity-based director pay (time-based restricted shares), robust stock ownership guideline (5x retainer) with compliance, and prohibition on hedging/pledging .
- Board process quality: independent Chair; regular executive sessions; clear overboarding limits; broad committee coverage of risk; full independent composition of Audit/CG&S/EO&C committees .
- Shareholder sentiment: Say-on-Pay support at 96% in the prior year indicates broad approval of compensation governance and oversight .
- Compliance signals: All Section 16(a) filings were timely in FY2025; no related-party transactions involving Pagano reported; board-wide attendance threshold met .
Watch items (mitigants in place):
- External CEO role (WTS) creates potential for time constraints and theoretical commercial conflicts given overlapping industrial ecosystems; mitigated by AIT’s related-party review policy (no Pagano-related transactions disclosed) and strict board overboarding limits for public-company executives (he is within limits) .
- Director equity lacks explicit performance conditions (common market practice); alignment supported by ownership guideline and prohibition on hedging/pledging .
Appendix: Committee Service Snapshot (FY2025)
| Committee | Membership | Meetings (FY2025) |
|---|---|---|
| Audit | Member; designated financial expert | 4 meetings . |
| Corporate Governance & Sustainability | Member | 4 meetings . |
| Executive Organization & Compensation | Member | 5 meetings . |