Richard Federico
About Richard D. Federico
Independent director and Lead Director of Allient Inc. (ALNT). Age: 70; Director since 2012. He has served as Lead Director for the past eight years, bringing 44+ years of operational, strategy, and investment experience across private equity and operating roles, with focus areas spanning risk management, finance, technology, cybersecurity, and capital markets. Education not specified in proxy materials. Tenure on ALNT Board: 13 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MicroSonic Solutions LLC | Chairman & CEO | Since Mar 2016 | Senior leadership of science/technology company; strategic/operator perspective |
| Cetan Partners | Founder & Chairman | Since Nov 2012 | Investment/advisory leadership; capital markets and governance expertise |
| TZP Group | Partner; later Senior Advisor | Jun 2014–Apr 2016 | Led growth advisory practice at mid-market PE firm |
| Sterling Partners | Senior Advisor & Managing Director | Prior 10 years (pre-2014) | Investment partner; governance best practices implementation across portfolio |
| Thermo Fisher; Millard Fillmore Health System; The Science Kit Group; KPMG | Senior management positions (various) | Not disclosed | Operational, financial, and governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private/non-profit boards | Director/Advisor | Ongoing | Numerous private/non-profit boards; specific names not disclosed |
| Public company boards | — | — | None disclosed for Mr. Federico in ALNT proxy |
Board Governance
- Roles: Lead Director; Chair of the Human Capital & Compensation Committee; Member of the Governance & Nominating Committee .
- Lead Director responsibilities: Presides over independent director executive sessions; liaison between Chair and independent directors; convenes independent director meetings; consults on governance and board performance .
- Independence: Lead Director is independent; five of six director nominees are independent; key committees are entirely independent .
- Meetings and attendance: Board met 4 times in 2024; independent director executive sessions occurred 4 times; each director attended >75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Committee meeting frequency (2024): Compensation (5 meetings); Governance & Nominating (4 meetings) .
- Interlocks: No compensation committee interlocks or related relationships requiring disclosure; all Comp Committee members are independent .
- Risk oversight: Compensation Committee reviews incentive risk; Governance & Nominating oversees ESG, legal/regulatory compliance, and related person transactions .
Fixed Compensation
| Component (Directors) | 2023 | 2024 | Notes |
|---|---|---|---|
| Base annual cash retainer | $66,000 | $66,000 | Payable quarterly in arrears |
| Lead Director cash retainer | $32,400 | $32,400 | Applies to Mr. Federico |
| Compensation Committee Chair cash retainer | $14,500 | $14,500 | Applies to Mr. Federico |
| Governance & Nominating Committee member cash retainer | $6,500 | $6,500 | Applies to Mr. Federico |
| Mr. Federico – Cash earned | $116,550 | $119,400 | Sum of role-based retainers |
Performance Compensation
| Equity Structure (Directors) | 2023 | 2024 | Vesting/Performance |
|---|---|---|---|
| Equity grant format | Annual restricted stock retainer valued at $82,500 | Quarterly stock awards valued at $22,110 per quarter | 2023 awards vested in 4 quarterly installments over 12 months; 2024 program disclosed as quarterly stock awards (no performance metrics; vesting terms not specified) |
| Mr. Federico – Stock awards (grant date fair value) | $79,741 | $67,715 | Grant-date value per Nasdaq price |
| Performance metrics tied to director equity | None disclosed for directors | None disclosed for directors | ALNT’s performance share plan and EBITDA/AD EPS metrics apply to executives, not directors |
Director Pay Mix (Mr. Federico)
| Metric | 2023 | 2024 |
|---|---|---|
| Cash ($) | $116,550 | $119,400 |
| Equity ($) | $79,741 | $67,715 |
| Total ($) | $196,291 | $187,115 |
| Cash % of total | 59.4% (calc) | 63.8% (calc) |
| Equity % of total | 40.6% (calc) | 36.2% (calc) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed (public companies) | — | — | No compensation committee interlocks disclosed; committee fully independent |
Expertise & Qualifications
- Domains: Operational leadership, strategy, investment, risk management, finance, technology, cybersecurity, environmental security, capital markets .
- Board qualifications: Independent leadership as Lead Director; extensive governance experience across PE and operating contexts .
- Financial expertise: Oversees compensation design and risk; collaborates with audit/ESG oversight via committee membership .
Equity Ownership
| Holder | Common Stock | Unvested Restricted Stock | Total Beneficial Ownership | Ownership % of Outstanding |
|---|---|---|---|---|
| Richard D. Federico | 73,838 | — | 73,838 | 0.44% (calc: 73,838 / 16,948,472) |
| Shares outstanding (Record Date) | 16,948,472 | — | — | — |
- Ownership guidelines (directors): At least 3x annual cash and stock retainer within five years; each requirement has been met (directors and officers) .
- Hedging/pledging: Company prohibits director hedging and pledging of company securities .
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance | Company believes all directors and officers met 2024 filing requirements, except certain Form 4s filed late due to a clerical delay by the Company |
| Specific Form 4 transactions (Federico) | Not detailed in proxy; no director-specific trade entries provided |
Compensation Committee Analysis
- Composition: Federico (Chair), Engel, Finch, Tzetzo; all independent .
- Consultant: Burke Capital Group engaged by the Committee; determined independent; no conflicts under Dodd-Frank/SEC/Nasdaq guidance. Burke provided separate actuarial services ($17,500 in 2024) which were considered in the independence determination .
- Governance practices: Clawback policy compliant with SEC Rule 10D-1/Nasdaq 5608; recoupment applies to executive incentive-based comp over a 3-year lookback upon restatements; hedging/pledging prohibited .
- Say-on-pay feedback: 95.9% approval at May 8, 2024 annual meeting; committee continued to review alignment irrespective of strong support .
Governance Assessment
-
Strengths
- Independent Lead Director role with clear responsibilities; robust executive session practices (four in 2024) .
- Active committee leadership by Federico (Compensation Chair; Governance member), with clear meeting cadence and full independence .
- Transparent, formulaic director pay program; role-based cash retainers align with responsibilities; equity retainer provides ongoing alignment .
- Ownership alignment: Federico holds 73,838 shares; director ownership guidelines met; hedging/pledging prohibited .
- No compensation committee interlocks; independent consultant with formal conflict review .
-
Watch items
- Equity retainer structure shifted from annual restricted stock vesting to quarterly stock awards in 2024; vesting terms not specified in 2025 proxy—investors may prefer continued clarity on vesting and holding requirements for directors .
- Late Form 4s (clerical delay) noted at company level; while not director-specific, timely reporting is a governance hygiene factor .
Overall signal: Federico’s long tenure, independent leadership as Lead Director, and chairing of the Compensation Committee suggest strong board effectiveness and investor-aligned oversight. Absence of related-party exposures or interlocks and adherence to ownership/clawback policies support investor confidence .