Richard Warzala
About Richard S. Warzala
Richard S. “Dick” Warzala, age 71, is Chairman, President and Chief Executive Officer of Allient Inc., serving as a director since August 2006, CEO since May 2009, and Chairman since February 2014 . He has over 40 years of motion industry experience, previously President of Danaher’s Motion Components Group and Corporate Vice President/President of API Motion at American Precision Industries . Pay-versus-performance disclosures show 2020–2024 revenue at $529,968k in 2024 (down from $578,634k in 2023), EBITDA $56,045k in 2024, and Company TSR value of a $100 investment falling to $76.38 in 2024 versus peer group $178.73; adjusted diluted EPS was $1.49 in 2024 . On the Q4 2024 call, Warzala highlighted operational initiatives (“Simplify to Accelerate NOW” delivering $10M annualized savings), data center growth in power quality, an SNC acquisition integration, and targeted cost reductions, framing execution priorities for margin and cash improvements .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Danaher Corporation (Motion Components Group) | President | Prior to 2002 (not disclosed) | Led motion components; foundation for Allient’s motion/control strategy |
| American Precision Industries (API Motion Division) | Corporate Vice President; President, API Motion | Prior to 2002 (not disclosed) | Built motion division leadership; industry relationships and technical expertise |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AstroNova, Inc. | Lead Director; Chair, Compensation Committee | Since Dec 2017 | Compensation oversight and governance expertise benefitting Allient board practices |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (contract) |
|---|---|---|---|---|
| Base Salary ($) | 639,417 | 675,000 | 707,200 | Not less than 740,000 effective Mar 1, 2025 |
| Target Annual Bonus (% of salary) | 125% | 125% | 125% | 125% (program unchanged) |
| Actual Annual Bonus ($) | 1,236,550 | 1,564,794 | — (no payout) | N/A |
Director cash retainers apply to non-employee directors; as CEO, Warzala does not receive director retainers .
Performance Compensation
| Incentive | Metric | Plan sizing/weight | Target/thresholds | Actual result | Payout/grant | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | EVA (Company/business unit) | Target 125% of salary | Linear: threshold-to-target; above-target pro-rata >100% | Below payout threshold company-wide; NEOs paid per unit goals; CEO $0 | $0 | N/A |
| Performance Share Plan (2024) | Adjusted EBITDA (3-yr avg baseline) | CEO target award sized at 75% of salary (shares based on grant-date price) | Threshold 95%; “High” 105% of target | Earned for 2024 (company/unit-level); CEO PSP reflected as earned | 17,680 shares; grant-date fair value $530,400 | Vests 1/3 on Apr 1, 2025/2026/2027 |
| Executive Stock Incentive Plan (XSIP, LTIP renamed) | Total revenue growth (Company: +33.3% FY2024–FY2027) | CEO target sized as % of salary; grant shares at start-of-period price | Company +33.3% (consol.); unit targets vary | No shares earned for 2024 (below revenue goals) | None earned | Future XSIP awards vest over 2 years post-performance year |
Grant detail (2024, CEO): Time-based restricted stock 17,680 shares ($530,400); PSP target 8,840/max 17,680 shares ($530,400); XSIP potential 35,744 shares ($1,072,320) though none earned for 2024 .
Option awards: None outstanding/none exercised in 2024; program relies on restricted stock (time-based and performance-based) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,612,371 shares; 9.5% of outstanding (16,948,472) |
| ESOP credited to Warzala | 25,768 shares |
| Indirect holdings | Includes 112,801 shares held via family trusts |
| Unvested time-based and performance-based restricted stock (as of 12/31/2024) | 115,603 time-based shares (79,956 vest 2025; 33,812 in 2026; 7,922 in 2027) |
| 2024 PSP earned/subject to time vesting | 17,680 shares; vest 1/3 on Apr 1, 2025/2026/2027 |
| Options (exercisable/unexercisable) | None; no options held or exercised in 2024 |
| Pledging/hedging policy | Prohibited (no hedging, pledging, short sales) |
| Ownership guidelines | CEO: ≥5x base salary; company states requirements met |
Vesting dates (potential supply overhang): April 1, 2025–2027 tranches for time-based and PSP shares .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement term | Effective through January 2, 2026 |
| Base salary floor | Not less than $740,000 effective March 1, 2025 |
| Severance (without cause or good reason resignation) | Cash equal to current base salary (12 months) + cash in lieu of bonus equal to 90% of base salary; 1 year benefits; immediate vesting of time-based and earned performance awards; prorated vesting of unearned performance awards |
| Change in control (double trigger: within 90 days before/24 months after) | Lump sum: 2.5× annual base salary + highest Annual Cash Incentive of prior 3 years; 25% of annual salary for 24 months to purchase benefits; legal fee coverage; pro rata incentive for current year; immediate vesting of time-based and earned performance awards; prorated vesting of unearned performance awards |
| Illustrative payouts (as of 12/31/2024) | CIC termination total: $8,949,555 (severance $5,703,260; benefits $353,600; plus equity/other per table) |
| Clawback policy | Mandatory recovery of erroneously awarded incentive comp for current/former executive officers upon a material restatement (3-year lookback; misconduct not required) |
Board Governance
- Roles: Combined Chair/CEO (Warzala); Board designates a Lead Director (Richard D. Federico) to reinforce independent oversight and executive sessions of independent directors .
- Independence: 5 of 6 director nominees are independent; Warzala is not independent .
- Committees: All independent; Audit (Chair: Michael R. Winter; members Winter, Engel, Finch); Human Capital & Compensation (Chair: Richard D. Federico; members Federico, Engel, Finch, Tzetzo); Governance & Nominating (Chair: Nicole R. Tzetzo; members Tzetzo, Federico, Winter) .
- Meetings/attendance: Board met 4 times in 2024; independent director executive sessions held 4 times; each director attended >75% of meetings; all directors attended 2024 annual meeting .
- Dual-role implications: Combined Chair/CEO provides unified leadership; mitigated by Lead Director responsibilities, fully independent committees, and regular executive sessions .
Director Compensation (for context)
- Non-employee directors: Annual cash retainer $66,000; additional committee/lead director fees; quarterly stock awards valued at $22,110 each meeting cycle .
- 2024 totals (examples): Federico $119,400 cash + $67,715 stock; Winter $91,500 cash + $67,715 stock .
Compensation Peer Group and Shareholder Votes
- Peer group (2024 benchmarking): AeroVironment, Astronics, Columbus McKinnon, Helios Technologies, LSI Industries, Novanta, Onto Innovation, Preformed Line Products, Proto Labs, Thermon Group .
- Target market positions: Base salary at 50th percentile; annual incentive at-market at target; equity above market when performance achieved .
- Say-on-Pay: 95.9% support in 2024; committee continues to review strategy alignment . In 2025, advisory vote passed (11,484,011 For; 451,520 Against; 11,533 Abstentions; frequency set to annual) .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($000s) | 366,694 | 403,516 | 502,988 | 578,634 | 529,968 |
| EBITDA ($000s) | 38,477 | 44,456 | 56,859 | 67,151 | 56,045 |
| Net Income ($000s) | 13,643 | 24,094 | 17,389 | 24,097 | 13,166 |
| Adjusted Diluted EPS ($) | 1.32 | 1.60 | 1.88 | 2.30 | 1.49 |
| TSR – $100 Investment (Company) | 105.71 | 113.52 | 108.64 | 94.61 | 76.38 |
| TSR – $100 Investment (Peer Group) | 122.09 | 141.78 | 119.82 | 167.88 | 178.73 |
Execution notes: 2024 initiatives drove gross margin to 31.5% in Q4; adjusted EBITDA margin 11.6% in Q4; debt reduced to $224M year-end with net debt $188M; ongoing “Simplify to Accelerate NOW” targeting $6–$7M cost reductions in 2025 and Dothan realignment investment with expected one-year payback . End-market dynamics include destocking in industrial automation (largest customer), powersports headwinds, and strong power quality/data center demand (+~40% YoY growth comment) .
Related Party and Risk Indicators
- Related party: Company leases facilities from an entity partially owned by executive Helmut D. Pirthauer (~$645k payments in 2024; future minimum ~$5,035k), terms stated as comparable to third-party market . In 2023 proxy, Warzala’s adult son was employed (comp ~$361k) prior to his 2024 elevation to NEO roles (now Vice President/President of Defense Solutions) .
- Hedging/pledging: Prohibited by Insider Trading Policy .
- Options repricing: None; no options outstanding/exercised in 2024 .
- Say-on-Pay: Strong support (95.9% in 2024; passed again in 2025) .
- Section 16: Company notes some late Form 4s due to clerical delay in 2024 .
Investment Implications
- Alignment: High equity ownership (9.5%) and strict ownership/anti-pledging policies align CEO with shareholders; PSP earned in 2024 while XSIP did not, tethering equity outcomes to EBITDA and multi-year revenue growth .
- Near-term supply overhang/watch windows: Significant restricted stock tranches vest each April 1 (2025–2027); monitor Form 4 filings and trading windows for potential liquidity events and selling pressure around these dates .
- Governance: Combined Chair/CEO mitigated by a strong Lead Director and fully independent committees; board attendance and executive sessions support oversight; Say-on-Pay support reduces governance discount risk .
- Execution risk/levers: 2025 cost-out ($6–$7M), Dothan consolidation, data center power quality demand, and defense unit build-out are key operating levers; headwinds include industrial destocking and powersports softness affecting EVA/PSP outcomes .
- Change-in-control economics: Double-trigger CIC payout could be a notable cost in strategic events; plan terms (2.5× base + highest bonus; benefit payments; equity vesting) should be incorporated into M&A scenarios .