Shelly M. Chadwick
APPLIED INDUSTRIAL TECHNOLOGIESAbout Shelly M. Chadwick
Shelly M. Chadwick (age 53) has served as an independent director of Applied Industrial Technologies (AIT) since 2022. She is Vice President, Finance and Chief Financial Officer of Materion Corporation (NYSE: MTRN) since November 2020, and previously served as Vice President, Finance and Chief Accounting Officer of The Timken Company (NYSE: TKR) from 2016 to November 2020 . She serves on AIT’s Audit and Corporate Governance & Sustainability Committees and is designated an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Materion Corporation (NYSE: MTRN) | Vice President, Finance and Chief Financial Officer | Nov 2020 – Present | Leads accounting, tax, treasury, FP&A, procurement, and IR functions |
| The Timken Company (NYSE: TKR) | Vice President, Finance and Chief Accounting Officer | 2016 – Nov 2020 | Financial reporting and controls leadership; transformation experience |
External Roles
| Company/Institution | Role | Public Company Board? | Notes |
|---|---|---|---|
| Materion Corporation | CFO | Not disclosed | Disclosed as an operating executive; no other public company directorships listed for Chadwick in prior 5 years |
Board Governance
| Attribute | Status | Evidence |
|---|---|---|
| Independence | Independent director (Board determined all directors except CEO are independent) | |
| Committee memberships (FY2025) | Audit; Corporate Governance & Sustainability | |
| Committee chair roles | None | |
| Audit “financial expert” designation | Yes | |
| Board meeting attendance (FY2025) | ≥75% of Board and committee meetings | |
| Board meeting attendance (FY2024) | ≥75% of Board and committee meetings | |
| Executive sessions of independent directors | Regular executive sessions; independent chair presides | |
| Committee meeting cadence (FY2025) | Audit: 4; Corp Gov & Sustainability: 4 |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash retainer (Fees Earned or Paid in Cash, $) | $102,500 | $105,000 |
| Equity (Stock Awards, $) | $150,374 | $138,000 |
| Equity form and grant | 850 restricted shares; vest Jan 2025 | 562 restricted shares; vest Jan 2026 |
| Total Director Compensation ($) | $252,874 | $243,000 |
| Meeting fees | None | None |
| Committee chair fees | N/A (no chair roles) | N/A (no chair roles) |
| Director ownership guideline | Minimum 5x annual retainer ($525,000) | Minimum 5x annual retainer ($525,000) |
| Guideline compliance | Below threshold as of 6/30/2024 | Met threshold as of 6/30/2025 |
Notes:
- Annualized non-employee director retainer is $105,000; no meeting fees; Audit Chair $25,000 (not applicable to Chadwick); Corporate Governance & Sustainability Chair has no retainer; Executive Organization & Compensation Chair $17,500 (not applicable) .
- Restricted share awards accrue dividends and provide voting rights; payment occurs at vesting .
Performance Compensation
- AIT does not use performance-conditioned equity (e.g., PSUs) for non-employee directors; long-term incentives are restricted shares that vest after one year, mitigating short-term volatility via 90-trading-day average grant valuation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (past 5 years) | None disclosed for Chadwick |
| Board service limits | NEOs of public companies may serve on up to two public company boards; other directors up to four |
| Potential interlocks/conflicts | No related-party transactions disclosed involving Chadwick; related-party leases disclosed involve a management executive (Hoffner) and were ratified as market-competitive |
Expertise & Qualifications
- Finance/accounting, risk management, strategic planning, M&A; active operating executive experience (CFO) .
- Audit Committee “financial expert” designation underscores depth in reporting and controls .
- Board matrix highlights finance/accounting and risk management competencies across directors; Chadwick is categorized as an active executive with relevant skills .
Equity Ownership
| Metric | FY2024 (as of 9/1/2024) | FY2025 (as of 8/25/2025) |
|---|---|---|
| Beneficially owned shares | 2,522 | 3,084 |
| % of shares outstanding | <1% | <1% |
| Included restricted shares | 850 (vest Jan 2025) | 562 (vest Jan 2026), voting rights but not dispositive power |
| Ownership guideline status | Below $525k threshold on 6/30/2024 | Above $525k threshold on 6/30/2025 |
Section 16 compliance:
- The company states all officers and directors satisfied filing requirements timely in FY2024 and FY2025 (no delinquent Section 16(a) reports) .
Governance Assessment
- Board effectiveness: Independent status, active committee membership, and Audit “financial expert” designation support high-quality oversight in financial reporting and governance .
- Alignment: Director equity grants and ownership guidelines (met by 2025) signal increasing “skin-in-the-game” and alignment with shareholder interests .
- Engagement: Attendance thresholds met; committees with regular cadence (Audit and Governance each met four times in FY2025), indicating active participation .
- Conflicts/Red flags: No related-party transactions disclosed involving Chadwick; hedging/pledging of company stock prohibited under insider trading policy; no excise tax gross-ups; consistent equity grant timing practices .
- Shareholder signals: Say-on-pay approval strong (96% in 2025; 97% in 2024), reflecting positive investor sentiment toward compensation governance; while focused on executives, it indicates a supportive governance environment .