Ashish Bendre
About Ashish Bendre
Ashish R. Bendre, age 56, is Vice President & President of Allient Orion Group (appointed July 2020). He previously led Allient’s TCI technology unit after it was acquired in 2018, and holds a Ph.D. in Electrical Engineering (University of Wisconsin–Madison) and an MBA (University of Chicago) . Company performance metrics that inform incentive design weakened in 2024: revenue fell to $529.97M from $578.63M, EBITDA to $56.05M from $67.15M, adjusted diluted EPS to $1.49 from $2.30, and company TSR (value of $100 invested) declined to 76.38 from 94.61 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Allient (TCI technology unit) | Leader of TCI unit post-acquisition | 2018–present | Led integration and growth of power quality solutions within Allient . |
| TCI LLC | President & CEO | 2015 | Overall P&L leadership of power quality solutions manufacturer . |
| TCI LLC | President & COO | 2014 | Operational leadership scaling TCI . |
| TCI LLC | Vice President of Engineering | 2011 | Product and engineering leadership . |
| Leonardo DRS – Power & Control Technologies | Director of Technology | — | Naval power conversion technology leadership (years not disclosed) . |
External Roles
No public company directorships or external board roles disclosed in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 378,000 | 378,000 | 378,000 |
| Target annual bonus (% of salary) | 25% (President, Allient Orion Group) | 25% (President, Allient Orion Group) | 25% (President, Allient Orion Group) |
| Actual cash incentive ($) | 105,036 | 94,010 | 117,052 |
| Stock awards grant-date FV ($) | 77,240 | 88,277 | 245,760 |
| All other compensation ($) | 49,211 | 51,206 | 53,197 |
| Total compensation ($) | 609,487 | 611,493 | 794,009 |
- Employment agreement sets minimum base salary of $400,000 effective March 1, 2025 .
- Target bonus dollars for 2024 (as granted): $94,500 .
Performance Compensation
Annual Cash Incentive (design and 2024 outcome)
| Metric | Target | Actual (2024) | Vesting/Timing | Notes |
|---|---|---|---|---|
| Economic Value Added (EVA); some roles mix unit + consolidated results | 25% of salary; 2024 target $94,500 | $117,052 paid | Paid annually (cash) | Payout scales vs threshold/target EVA; can exceed 100% of target if EVA > target . |
2024 Equity Awards (granted March 7, 2024 unless noted)
| Award type | Grant date | Shares/Target (Max) | Grant-date FV ($) | Performance metric | Vesting |
|---|---|---|---|---|---|
| Time-Based RSUs | 03/07/2024 | 1,260 | 37,800 | N/A | 1/3 each on April 1, 2025–2027, subject to continued employment . |
| Performance Share Plan (PSP) | 03/07/2024 | 630 target; 1,260 max | 37,800 | Adjusted EBITDA; threshold 95% of target; high 105% = 100% earn | Of earned shares, 1/3 vests on April 1, 2025; remainder 2026 and 2027, subject to continued employment . |
| XSIP (Executive Stock Incentive Plan) | 03/07/2024 | 5,672 | 170,160 | Revenue growth (longer-term) | Vests over two years after goal achieved . |
- 2024 PSP performance “achieved between 0% and 100% of target” across NEOs; unearned portion forfeited .
- Equity program uses only restricted stock (no stock options granted/held in 2024); no options were owned or exercised by NEOs in 2024 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 12, 2025)
| Holder | Common Stock | Unvested Restricted Stock | Total Beneficial Ownership |
|---|---|---|---|
| Ashish R. Bendre | 27,553 | 14,233 | 41,786 (includes 970 ESOP-credited shares) |
- Percent of outstanding: less than 1% (16,948,472 shares outstanding at record date) .
- ESOP credit: 970 shares to Bendre’s ESOP account .
Outstanding Equity Awards (as of December 31, 2024)
| Category | Shares/Units | Market value ($) | Notes |
|---|---|---|---|
| Unvested time-based/earned performance-based | 9,019 | 218,981 (at $24.28) | Includes PB awards previously earned but still time-based. |
| Unearned PSP shares (2024 grant subject to performance determination) | 1,260 | 30,593 (at $24.28) | Earned based on 2024 goals; vesting schedule as below. |
Vesting Schedules
- Time-based/earned awards: 5,169 shares vest in 2025; 4,270 in 2026; 840 in 2027, subject to continued employment .
- 2024 PSP earned shares: one-third vested April 1, 2025; remaining one-third in each of 2026 and 2027, subject to continued employment .
- XSIP awards vest over two years after long-term revenue growth goals are achieved .
Ownership policies and alignment levers
- Stock ownership guidelines: Group Presidents must hold ≥3x base salary; “each of these requirements has been met” (i.e., Bendre in compliance) .
- Hedging/pledging prohibited; no margin accounts allowed .
- Recoupment/clawback and forfeiture provisions apply to annual incentive and equity awards .
Employment Terms
| Item | Disclosure |
|---|---|
| Role and agreement term | Vice President & President of Allient Orion Group; employment term ends Dec 31, 2025; auto-renews for 1-year periods unless notice 180 days prior . |
| Base salary | Not less than $400,000 effective March 1, 2025 . |
| Annual incentive eligibility | Per plan; Compensation Committee determines based on company/biz unit results ; target for role is 25% of salary . |
| Benefits & perquisites | Standard benefits; use of company automobile or allowance . |
| Severance (without cause / good reason) | Cash equal to 100% of then-current base salary; continued benefits for 1 year; immediate vesting of time-based and earned performance-based awards; prorated vesting of unearned performance awards . |
| Change-in-control (double trigger) | Lump sum cash equal to: 100% of base salary + target annual incentive + an additional amount equal to target annual incentive; benefits payment equal to 25% of salary for 24 months; immediate vesting of time-based and earned performance-based awards; prorated vesting of unearned performance awards . |
Potential Payments (as of last business day of 2024)
| Scenario | Severance Pay ($) | Annual Cash Incentive ($) | Performance-Based Stock Awards ($) | Accelerated Time-Based Equity ($) | Healthcare/Insurance ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | 94,500 | 94,500 | 30,593 | 218,981 | — | 438,574 |
| Disability | — | 94,500 | 30,593 | 218,981 | — | 344,074 |
| Voluntary resignation with good reason or involuntary without cause | 378,000 | — | 30,593 | 218,981 | 45,000 | 672,574 |
| Change in control + termination (double trigger) | 472,500 | 94,500 | 30,593 | 218,981 | 189,000 | 1,005,574 |
Performance & Track Record (company context for incentive alignment)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($ thousands) | 578,634 | 529,968 |
| EBITDA ($ thousands) | 67,151 | 56,045 |
| Net income ($ thousands) | 24,097 | 13,166 |
| Adjusted diluted EPS ($) | 2.30 | 1.49 |
| Company TSR – value of $100 invested | 94.61 | 76.38 |
- 2025 Say‑on‑Pay support remained strong: For 11,484,011; Against 451,520; Abstain 11,533 .
- Section 16 filings: Company noted some late Form 4s in 2024 due to a clerical delay by the Company .
Investment Implications
- Alignment and risk: Bendre meets 3x salary ownership guideline; anti-hedging/pledging policy and clawbacks reduce governance risk; total beneficial ownership of 41,786 shares supports alignment though <1% of outstanding .
- Vest-driven supply: Material vesting occurs around April 1 in 2025–2027 (time-based and PSP tranches), which can create episodic selling pressure if shares are sold to cover taxes or diversify; XSIP could add supply on goal achievement with 2-year vesting cadence .
- Pay-for-performance sensitivity: Annual cash incentives tied to EVA and PSP to adjusted EBITDA should be sensitive to operating improvement; with 2024 revenue, EBITDA and adjusted EPS down year-over-year, outperformance in these metrics would directly lift variable pay outcomes .
- Retention/transition economics: Auto‑renewing agreement through 2025 with standard severance (1x salary; benefits) and robust double‑trigger CIC protection (1x salary + 2x target bonus equivalent in aggregate), plus equity vesting features, lowers near-term retention risk but increases CIC transaction costs .
- Shareholder sentiment: Strong recent Say‑on‑Pay results indicate investor support for the compensation framework despite softer 2024 performance .