Vincent K. Petrella
APPLIED INDUSTRIAL TECHNOLOGIESAbout Vincent K. Petrella
Vincent K. Petrella (age 65) is an independent director of Applied Industrial Technologies (AIT) since 2012, and currently chairs the Audit Committee. He retired from Lincoln Electric Holdings, Inc. in August 2020 as Executive Vice President and previously served as Chief Financial Officer and Treasurer from 2004 to April 2020, bringing deep finance and global industrial operations experience; he is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Electric Holdings, Inc. (NASDAQ: LECO) | Executive Vice President; Chief Financial Officer & Treasurer | CFO/Treasurer (2004–Apr 2020); EVP until Aug 2020 | Helped lead global expansion; prior CPA background strengthens audit leadership |
External Roles
| Organization | Role | Tenure Window | Notes |
|---|---|---|---|
| The Gorman-Rupp Company (NYSE: GRC) | Director | Within previous 5 years | Industrial pumps; board experience relevant to distribution end-markets |
| Sotera Health, Inc. (NYSE: SHC) | Director | Within previous 5 years | Health sterilization services; enhances risk/compliance perspective |
Board Governance
- Independence: Petrella is independent under NYSE standards; all directors except the CEO are independent.
- Committee assignments and chair roles:
- Audit Committee – Chair; 4 meetings in FY2025; designated “audit committee financial expert.”
- Corporate Governance & Sustainability Committee – Member; 4 meetings in FY2025.
- Executive Organization & Compensation Committee – Member; 5 meetings in FY2025.
- Executive Committee – Member by virtue of being a committee chair; met once in FY2025.
- Attendance and engagement: The Board met six times in FY2025; each director attended at least 75% of Board and committee meetings, and all directors attended the prior annual meeting.
- Board leadership and executive sessions: Independent Chairman (Peter C. Wallace); non-management directors meet in executive session at regular meetings.
- Limits on other boards: Policy caps non-executive directors at up to four public company boards (including AIT).
Committee Membership Snapshot (FY2025)
| Committee | Meetings | Petrella Role | Members (excerpt) |
|---|---|---|---|
| Audit | 4 | Chair; Financial Expert | Andrews, Chadwick, Hall, Pagano, Simoncic, Petrella |
| Corporate Governance & Sustainability | 4 | Member | Wallace (Chair), Andrews, Chadwick, Hall, Pagano, Petrella, Raver, Simoncic |
| Executive Organization & Compensation | 5 | Member | Raver (Chair), Pagano, Petrella, Wallace |
| Executive | 1 | Member (committee chairs) | Chairman, CEO, and committee chairs |
Fixed Compensation (Director)
| Component (FY2025) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 105,000 | No meeting fees paid |
| Audit Committee Chair fee | 25,000 | Chair premium for oversight |
| Total cash fees (Petrella) | 130,000 | Matches retainer + chair fee |
| Other benefits (Petrella) | 0 | Travel reimbursement available; healthcare only for directors joining before 2011 (Petrella not listed) |
- Director compensation is reviewed annually; target is around market median and subject to a $750,000 annual cap (cash+equity).
Performance Compensation (Director)
| Equity Award | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted shares (annual grant) | Jan 2025 | 562 | 138,000 | One-year cliff to Jan 2026; dividends accrue and pay at vest; voting rights prior to vest | Committee uses 90-trading-day average price to mitigate volatility |
- No performance-based (metric-tied) awards for directors; grants are time-based restricted shares administered by the Corporate Governance & Sustainability Committee.
Other Directorships & Interlocks
- Current/Recent public boards: Gorman-Rupp (GRC); Sotera Health (SHC).
- Compensation Committee interlocks: None; Petrella and other compensation committee members had no relationships requiring disclosure under Item 404.
Expertise & Qualifications
- Financial leadership and audit oversight: Former EVP/CFO/Treasurer of Lincoln Electric; designated as audit committee financial expert.
- Strategic, risk, operations: Board matrix indicates strong strategic planning, risk management, operations/supply chain, technology, and M&A experience across the Board; Petrella contributes industrial distribution knowledge from North America and abroad.
Equity Ownership
| Holder | Beneficial Shares | % of Class | Notes |
|---|---|---|---|
| Vincent K. Petrella | 21,122 | <1% | Includes 562 restricted shares (voting, not dispositive power until vest) |
- Director ownership guideline: 5x annual retainer ($525,000). Petrella and all directors (except Simoncic, who joined in Aug 2024) exceeded the guideline as of June 30, 2025; average non-employee director ownership was 26x the annual retainer.
- Hedging and pledging: Prohibited under Insider Trading Policy; puts/calls/derivatives and pledging on margin are not allowed.
Governance Assessment
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Strengths:
- Independent director with chair role on Audit Committee; designated financial expert—enhances oversight of financial reporting, internal controls, and auditor independence.
- Active engagement across key committees (Audit; Governance & Sustainability; Executive Org & Comp; Executive), supporting board effectiveness and risk oversight.
- Ownership alignment: Exceeds robust 5x retainer guideline; equity grants encourage skin-in-the-game while prohibitions on hedging/pledging protect alignment.
- Investor support context: AIT’s say-on-pay received 96% approval in 2024, indicating broad shareholder confidence in compensation governance (committee includes Petrella).
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Potential red flags:
- None disclosed related to Petrella—no related party transactions; no compensation committee interlocks; attendance thresholds met; no meeting fees (reduces per-meeting gaming).
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Implications for investors:
- Petrella’s audit chairmanship and financial expertise, combined with broad committee involvement, are positive signals for governance quality and risk oversight. His ownership compliance and AIT’s restrictive trading policy further reinforce alignment and mitigate conflict risks.