Michael Winter
About Michael R. Winter
Michael R. Winter, age 71, has served as an independent director of Allient Inc. since 2014. He is a retired PricewaterhouseCoopers LLP (PwC) partner (Buffalo office) with National Office experience, bringing deep accounting and financial reporting expertise; he previously served on Gas Natural, Inc.’s board and currently serves on the Catholic Health System board in Western New York. Education: B.S. in Accounting (SUNY Binghamton) and an MBA in Management & Finance (Canisius College); he completed the Directors’ Consortium Program at Stanford GSB.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner (Buffalo, NY); National Office member (NJ) | 1987–Jun 2014 (partner); 2010–2014 (National Office) | Led assurance services for public entities; extensive financial statement preparation/analysis expertise |
| Gas Natural, Inc. (EGAS) | Director | Oct 2014–Aug 2017 | Board service until company sale in Aug 2017 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catholic Health System (CHS) | Director | Appointed 2023–present | Finance & Operations Committee; Strategic Planning Committee |
Board Governance
- Independence: The Board determined all director nominees other than the CEO are independent under Nasdaq standards; Winter meets independence requirements.
- Committee assignments (Allient Inc., FY 2024):
- Audit Committee: Chair; 7 meetings in 2024; designated “audit committee financial expert” under SEC rules.
- Governance & Nominating Committee: Member; 4 meetings in 2024.
- Human Capital & Compensation Committee: Not a member (committee composed of Engel, Federico, Finch, Tzetzo).
- Attendance disclosure: In 2021, each director attended 100% of Board meetings and ~88% of committee meetings on which they served; independent directors held regular executive sessions.
Fixed Compensation
- Director compensation program (effective May 8, 2024):
- Annual cash retainer: $66,000
- Audit Committee Chair retainer: $19,000
- Governance & Nominating Committee member retainer: $6,500
- Quarterly stock awards: $22,110 value per grant (at annual meeting and immediately prior to each quarterly Board meeting)
| Component | Amount ($) | Source |
|---|---|---|
| Annual cash retainer | 66,000 | |
| Audit Chair retainer | 19,000 | |
| Governance & Nominating member retainer | 6,500 | |
| Stock awards – quarterly grant value | 22,110 per event |
- Actual compensation (FY 2024 – Winter):
- Fees earned/pd in cash: $91,500
- Stock awards (grant-date fair value): $67,715
- Total: $159,215
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael R. Winter | 91,500 | 67,715 | 159,215 |
Historical program context:
- 2023 program: Annual cash retainer $66,000; annual restricted stock award $82,500; RSUs vest in four equal quarterly installments (2,302 shares granted May 4, 2023; 575 unvested at Dec 31, 2023).
- Prior years: 2018 director annual cash retainer $45,000 (Audit Chair $12,500; Gov/Comp Chair $8,000; member retainers $5,000; Lead Director $10,000); annual restricted stock ~ $50,000; multi‑year vesting.
- 2016 program: Annual cash retainer $35,000 with similar committee retainers; annual restricted stock $50,000; Lead Director additional $10,000; no per‑meeting fees (reimbursement of expenses only).
Performance Compensation
- Equity structure (directors): time-based restricted stock/RSUs (no performance metrics); 2024 shifted to quarterly issuance; 2023 annual RSU awards vested quarterly across 12 months.
| Equity Element | Structure | Vesting | Notes |
|---|---|---|---|
| 2024 quarterly stock awards | Time-based stock under 2017 Omnibus Plan | Noted as quarterly grants; vesting mechanics not separately disclosed in 2025 proxy; time-based grants typical | $22,110 value per quarterly event |
| 2023 annual RSU award | Time-based RSUs | Vest in four equal quarterly installments over 12 months | 2,302 shares granted May 4, 2023; 575 unvested at 12/31/2023 |
No director bonus/option awards, performance scorecards, or re‑pricing were disclosed for directors.
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| Gas Natural, Inc. (EGAS) | Public (until sale) | Director | — | Past directorship 2014–2017 |
| Catholic Health System (CHS) | Private/non-profit | Director | Finance & Operations; Strategic Planning | Current |
- Compensation committee interlocks (Allient): Human Capital & Compensation Committee comprises Engel, Federico, Finch, Tzetzo; the proxy reports no interlocking relationships.
Expertise & Qualifications
- CPA with extensive assurance leadership for public companies; in-depth financial reporting and internal control knowledge.
- Audit Committee financial expert designation; strong fit for audit oversight, risk assessment, compliance, and internal controls.
- Board experience across industrials and energy; current healthcare system board roles indicate operational/strategic planning skills.
Equity Ownership
Beneficial ownership progression (record dates as disclosed):
| Metric | 2018 (Record Date) | 2020 (Record Date) | 2023 (Record Date) |
|---|---|---|---|
| Common Stock (shares) | 7,112 | 14,975 | 31,644 |
| Unvested Restricted Stock (shares) | 4,865 | 1,143 | 691 |
| Total Beneficial Ownership (shares) | 11,977 | 16,118 | 32,335 |
| Ownership as % of shares outstanding | <1% | <1% | <1% |
Additional ownership context:
- Initial Form 3 filing (Jul 2014) reported no securities beneficially owned at appointment.
- Company stock ownership guidelines for directors: minimum market value equal to 3x the combined annual cash and stock retainer after five years of service; the company reports these requirements have been met.
Governance Assessment
- Board effectiveness: Winter chairs Audit (financial expert designation), sits on Governance & Nominating—alignment with his PwC background and strong technical oversight across financial reporting, risk, compliance, and governance.
- Independence and engagement: Determined independent under Nasdaq rules; committee workloads evidenced (Audit 7 meetings; Governance & Nominating 4 meetings in 2024). Historical attendance strong (100% Board; ~88% committees in 2021).
- Compensation and alignment: Cash plus time‑based equity; 2024 actual mix $91.5k cash and $67.7k equity; ongoing equity grants support ownership alignment (no options/performance awards disclosed).
- Related-party/conflicts: At appointment (2014) no related-party transactions requiring Item 404(a) disclosure; Governance & Nominating oversees related transactions policy; no Winter-specific related-party items disclosed in recent proxies.
- RED FLAGS: None disclosed regarding pledging/hedging, option re‑pricing, related-party transactions, or attendance shortfalls. Ownership guidelines and audit financial expert status are positives for investor confidence.