Robert Engel
About Robert B. Engel
Robert B. Engel (age 71) has served as an independent director of Allient Inc. since 2019. He is CEO and Managing Director of BLT Advisory Services, LLC (formed in 2017), with prior 30+ years in banking including 17 years at CoBank (President/COO, later President/CEO) and 14 years at HSBC Bank USA (ultimately Chief Banking Officer). He began his career in public accounting at Deloitte & Touche and KPMG, rising to Senior Audit Manager. Engel is designated an Audit Committee financial expert and brings capital markets, risk management, international operations, M&A, and corporate governance expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CoBank, ACB | President & COO; later President & CEO | 17 years | Led domestic and global businesses; capital markets and risk expertise |
| HSBC Bank USA | Chief Banking Officer (progressive roles) | 14 years | Banking operations leadership; financial and operational oversight |
| Deloitte & Touche; KPMG | Senior Audit Manager | Not disclosed | Public accounting foundation; audit and controls experience |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Alaska Power & Telephone (APTL) | Chairman of the Board | Governance & Nominating; Compensation | Energy/utility board leadership; governance oversight |
| Sealink Networks, Inc. | Chairman of the Board | Not disclosed | Chairman role at a networks firm |
Board Governance
- Committee memberships: Audit Committee (members: Winter—Chair; Engel; Finch); Human Capital & Compensation Committee (members: Federico—Chair; Engel; Finch; Tzetzo). All committee members are independent under Nasdaq rules; Engel is designated an “Audit Committee financial expert” and financially sophisticated .
- Meeting cadence and attendance: Board held 4 meetings in 2024; independent directors met in executive session 4 times; each director attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: CEO Richard S. Warzala also serves as Chairman; independent lead director (Richard D. Federico) provides oversight and leads executive sessions of independent directors .
- Audit Committee activity: Completed all charter tasks scheduled for 2024 and those scheduled pre-proxy in 2025; pre-approved audit services; quarterly meetings with management/auditor; audited 2024 financials recommended for inclusion in Form 10-K .
Fixed Compensation
| Component | Policy (Non-Employee Directors) | Engel 2024 Actual ($) |
|---|---|---|
| Annual cash retainer | $66,000 | $83,500 (includes committee retainers) |
| Audit Committee – Chair | +$19,000 | N/A (Winter is Chair) |
| Audit Committee – Member | +$10,000 | Included in fees |
| Compensation Committee – Chair | +$14,500 | N/A (Federico is Chair) |
| Compensation Committee – Member | +$7,500 | Included in fees |
| Governance & Nominating – Chair | +$12,600 | N/A |
| Governance & Nominating – Member | +$6,500 | N/A |
| Lead Director | +$32,400 | N/A (Federico is Lead Director) |
| Meeting fees | None disclosed | — |
| Expense reimbursement | Yes | As incurred |
Performance Compensation
- Non-employee directors receive quarterly stock awards under the 2017 Omnibus Incentive Plan; each grant equals $22,110 in Company common stock, awarded at the annual meeting date and immediately prior to each quarterly Board meeting until the next annual meeting. No performance-based equity awards or director-specific incentive metrics are disclosed for directors (awards function as equity retainer) .
| Equity Grant Metrics (Directors) | Value/Terms |
|---|---|
| Grant type | Common stock under 2017 Omnibus Incentive Plan |
| Grant frequency | Quarterly (at annual meeting and before each quarterly Board meeting) |
| Per-grant value | $22,110 (grant-date value per policy) |
| Performance conditions | None disclosed for director equity; time-based retainer stock |
| Engel 2024 stock awards (grant-date fair value) | $67,715 |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Alaska Power & Telephone (APTL) | Chairman; member of Governance & Nominating and Compensation | No ALNT-related transactions disclosed; no compensation committee interlocks disclosed at ALNT |
| Sealink Networks, Inc. | Chairman | No ALNT-related transactions disclosed |
- Compensation committee interlocks: None; committee comprised of independent directors; no officer interlocks with other issuer boards/comp committees .
Expertise & Qualifications
- Audit and finance: Former Senior Audit Manager (Deloitte & Touche; KPMG); designated Audit Committee financial expert; banking and capital markets leadership .
- Operations and risk: Led CoBank’s domestic/global businesses; risk management and international operations experience .
- Governance: Chairs external boards; committee service; corporate governance and M&A expertise .
Equity Ownership
| Holder | Common Stock | Unvested Restricted Stock | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Robert B. Engel | 34,236 | — | 34,236 | 0.20% (34,236 / 16,948,472) |
- Shares outstanding at record date: 16,948,472 (basis for ownership table) .
- Hedging/pledging: Company Insider Trading Policy prohibits hedging, options, pledging, or margin accounts for directors and officers .
- Ownership guidelines: Directors with ≥5 years of service should own ≥3× the annual cash and stock retainer value; director-level compliance not explicitly stated; officer-level compliance stated as met .
Governance Assessment
- Committee effectiveness: Engel serves on Audit and Human Capital & Compensation; is an Audit Committee financial expert; committee independence and routine executive sessions support oversight quality .
- Attendance and engagement: Board met 4 times; Engel met the >75% attendance threshold along with all directors; independent sessions held 4 times in 2024 .
- Pay alignment: Director compensation mix combines cash retainers with quarterly equity; Engel’s 2024 mix was $83,500 cash and $67,715 stock awards (grant-date value), supporting ownership alignment without performance metrics for director grants .
- Ownership/skin-in-the-game: Engel beneficially owns 34,236 shares; hedging and pledging prohibited, reinforcing alignment with shareholders .
- Shareholder signals: Strong say-on-pay support—95.9% approval at 2024 annual meeting; 2025 advisory vote counts continued to show broad support (For 11,484,011; Against 451,520; Abstentions 11,533) .
- Conflicts/related-party: No related-party transactions involving Engel disclosed; a facility lease with an executive-affiliated entity was disclosed and assessed as arm’s-length; compensation committee interlocks absent .
- Oversight infrastructure: Clawback policy compliant with Nasdaq Rule 5608; independent compensation consultant utilized; risk oversight roles clearly divided among committees .
RED FLAGS (monitor): Combined CEO/Chair structure (mitigated by Lead Director and independent committees) ; late Section 16(a) Form 4s due to clerical delay (company-level disclosure) .
Board Governance (Detail)
- Audit Committee: Winter (Chair), Engel, Finch; 7 meetings in 2024; pre-approval policy with chair delegation up to $25,000; auditor fees 2024: $1,491,500; Engel designated financial expert .
- Human Capital & Compensation Committee: Federico (Chair), Engel, Finch, Tzetzo; independent; conducts annual risk review of incentive pay; uses independent consultant .
- Governance & Nominating Committee: Oversees regulatory/shareholder activities, sustainability, and risk communication processes .
Fixed Compensation (Detail Table)
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 (Engel) | 83,500 | 67,715 | 151,215 |
Performance Compensation (Grant Structure Table)
| Item | Specification |
|---|---|
| Plan | 2017 Omnibus Incentive Plan |
| Grant cadence | At annual meeting and before each quarterly Board meeting until next annual meeting |
| Per-grant value | $22,110 in Company common stock (grant-date value) |
| Conditions | No director performance metrics disclosed; equity functions as retainer stock |
Other Directorships & Interlocks (Table)
| Organization | Public/Private | Role | Committee Roles | Potential ALNT Interlock |
|---|---|---|---|---|
| Alaska Power & Telephone (APTL) | Not disclosed | Chairman | Governance & Nominating; Compensation | None disclosed |
| Sealink Networks, Inc. | Not disclosed | Chairman | Not disclosed | None disclosed |
Equity Ownership (Detail Table)
| As of Record Date (Mar 12, 2025) | Common Stock | Unvested Restricted Stock | Total | Shares Outstanding | Ownership % |
|---|---|---|---|---|---|
| Robert B. Engel | 34,236 | — | 34,236 | 16,948,472 | 0.20% (calc.) |
Say-on-Pay & Shareholder Voting
| Meeting | Item | For | Against | Abstentions | Broker Non-Votes | Result |
|---|---|---|---|---|---|---|
| May 7, 2025 | Director Election – Engel | 11,837,987 | 100,750 | 8,327 | 2,765,229 | Elected |
| May 7, 2025 | Advisory Vote on Executive Compensation | 11,484,011 | 451,520 | 11,533 | 2,765,229 | Approved |
| May 8, 2024 | Say-on-Pay (historical) | — | — | — | — | 95.9% approval |
Governance Assessment Summary
- Strengths: Independent director; Audit financial expert; multi-committee roles; strong attendance; quarterly executive sessions; hedging/pledging prohibited; equity retainer fosters alignment; strong shareholder support on say-on-pay; use of independent consultant and SEC-compliant clawback .
- Watch items: Combined CEO/Chair structure; ensure continued adherence to director ownership guidelines (≥3× retainer after 5 years)—director-specific compliance not disclosed; monitor any future related-party transactions or interlocks .