Stephen Warzala
Corporate Vice President and President, Allient Defense Solutions; Chief Growth Officer at ALLIENT
Executive
About Stephen Warzala
Stephen R. Warzala (age 42) is Chief Growth Officer and, since December 2024, Corporate Vice President and President of the Allient Defense Solutions business unit. He leads Allient’s AI Taskforce (since February 2023) and previously led corporate M&A and marketing integration (2019), having joined the company as a marketing intern (2010) and regional sales manager (2011). He holds dual B.S. degrees in Business Management & Marketing and Broadcast Communications from Mercyhurst University . Company performance context: 2024 revenue ($529.97m) and EBITDA ($56.05m) declined versus 2023 ($578.63m and $67.15m), and adjusted diluted EPS fell to $1.49 (from $2.30); total shareholder return proxy metric also declined in 2024 (76.38 vs. 94.61 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allient Inc. | Corporate VP & President, Allient Defense Solutions; Chief Growth Officer | Dec 2024–Present | Leads growth agenda; runs Defense Solutions BU; heads AI Taskforce (since Feb 2023) . |
| Allient Inc. | Director of Business Development; Corporate Director of Marketing | 2019–2024 | Led acquisition strategy and integration to drive growth and market expansion . |
| Allient Inc. | Regional Sales Manager | 2011–2019 | Drove regional growth and customer expansion . |
| Allient Inc. | Marketing Intern | 2010 | Early career, marketing foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greater Buffalo Adaptive Sports Foundation | Executive Board Member | 2022–Present | Community development and stakeholder engagement . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $236,000 | Paid in 2024 as NEO. |
| Target Annual Bonus % | 30% of salary | Annual Cash Incentive Plan uses EVA at corporate/unit level. |
| Target Annual Bonus ($) | $70,800 | Based on 2024 target. |
| Actual Annual Bonus Paid | $0 | 2024 payout was zero. |
| 2025 Contracted Minimum Base | $265,000 effective Mar 1, 2025 | Employment agreement. |
| Perquisites (2024) | $17,638 total | Includes 401(k) $9,337, auto allowance $7,800, group life $501 . |
Performance Compensation
2024 Equity Grants and Performance Plans
| Plan / Award | Grant Date | Metric | Target | Max | Vesting | Grant-Date Value |
|---|---|---|---|---|---|---|
| Time-Based Restricted Stock | 03/07/2024 | N/A (time-based) | 4,574 sh | N/A | 3 equal annual installments beginning April 2025 | $119,250 |
| Performance Share Plan (PSP) | 03/07/2024 | EBITDA (unit-level goals) | 787 sh | 1,574 sh | Earned portion: 1/3 vested 4/1/2025; remaining 1/3 each in 2026, 2027 | $47,220 |
| Executive Stock Incentive Plan (XSIP) | 03/07/2024 | Multi-year revenue growth (company/unit) | N/A (shares tied to target) | 2,705 sh potential | Vests over 2 years after performance year; forfeits on resignation/cause | $81,150 |
2024 Incentive Outcomes
- Annual Cash Incentive (EVA): Target $70,800; payout $0 .
- PSP: Performance goals achieved between 0–100% in 2024; earned portion vests over 2025–2027; specific earned shares not itemized for S. Warzala in the proxy .
- XSIP: No shares earned for 2024 as XSIP revenue goals were not met .
Performance Metrics Framework
- Annual Cash Incentive: EVA vs threshold/target (0–100% to above-target payout curve); unit and consolidated results apply .
- PSP: Annual EBITDA performance; awards sized as % of salary (e.g., S. Warzala 10% → 1,574 target base used for plan mechanics) with time-based vesting of earned shares .
- XSIP: Four-year consolidated revenue growth of 33.3% (CEO, CFO, CGO) for 2024–2027 at target; unit-specific targets for certain leaders; awards vest over two years post-performance .
Stock Vested and Options
| 2024 Activity | Amount |
|---|---|
| Restricted Stock Vested | 2,921 sh; $96,244 realized value |
| Options | No options 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 | % of Shares Outstanding |
|---|---|---|---|---|
| Stephen R. Warzala | 138,055 | 13,783 | 151,838 | ~0.9% (151,838 / 16,948,472) |
- Includes 4,001 ESOP shares and 112,801 shares held via family trusts for which he is a trustee with shared voting/dispositive power .
- Outstanding at 12/31/2024: 10,349 unvested time-based shares (market value $251,274 at $24.28) and 1,574 unearned PSP shares (market value $38,217) .
- Scheduled vesting of time-based awards: 5,516 (2025), 3,670 (2026), 1,705 (2027), subject to continued employment .
- Hedging and pledging prohibited; no holding in margin accounts permitted under policy .
- Stock ownership guidelines: CFO and Group Presidents must hold ≥3x base salary; company states all officer requirements “have been met” .
Employment Terms
Core Contract Terms
| Term | Detail |
|---|---|
| Position | Chief Growth Officer; President, Allient Defense Solutions . |
| Base Salary Floor | Not less than $265,000 effective Mar 1, 2025 . |
| Term and Renewal | Term through Dec 31, 2025; auto-renews one year unless either party gives 180-days’ nonrenewal notice . |
| Annual Incentive Eligibility | Eligible for annual cash bonus per Compensation Committee determinations (EVA-based framework) . |
| Equity Incentives | Time-based, PSP (EBITDA), and XSIP (revenue growth) awards, with vesting/forfeiture terms as disclosed . |
| Benefits/Perqs | Standard plans; automobile use or monthly allowance . |
| Clawback | SEC/NASDAQ-compliant policy for 3-year lookback on erroneously awarded incentive compensation upon restatement, regardless of misconduct . |
| Hedging/Pledging | Prohibited for directors and officers . |
| Ownership Guidelines | 3x base salary for Group Presidents; compliance stated as met . |
| Governance Safeguard | Due to relation to CEO, Compensation Committee retains approval for his compensation actions (historically noted when he was a non-NEO) . |
Severance and Change-in-Control (CIC) Economics
- Without Cause / Good Reason (non-CIC): Cash severance = 100% of base salary; 1-year benefits continuation; immediate vesting of earned time/performance awards and prorated vesting of unearned performance awards .
- Double-Trigger CIC (termination within 90 days prior to or 24 months post-CIC): Cash = 100% of base salary + target annual cash incentive, plus an additional amount equal to target annual cash incentive; benefit payment equal to 25% of salary for 24 months; immediate vesting of earned time/performance awards and prorated vesting of unearned performance awards .
Potential Payments Table (Stephen R. Warzala, assuming termination on last business day of 2024)
| Scenario | Severance Pay | Annual Cash Incentive | Performance-Based Stock Awards | Accelerated Time-Based Equity | Healthcare/Insurance | Total |
|---|---|---|---|---|---|---|
| Death | $59,000 | $70,800 | $7,648 | $251,274 | — | $388,722 |
| Disability | — | $70,800 | $7,648 | $251,274 | — | $329,722 |
| Voluntary w/o Good Reason or For Cause | N/A | N/A | N/A | N/A | N/A | N/A |
| Good Reason / Involuntary w/o Cause | $236,000 | — | $7,648 | $251,274 | $45,000 | $539,922 |
| CIC + Good Reason/Involuntary w/o Cause | $366,160 | $70,800 | $7,648 | $251,274 | $118,900 | $813,882 |
Compensation Committee, Peer Group, and Say-on-Pay
- Peer group benchmarking (2024): AeroVironment, Astronics, Columbus McKinnon, Helios Technologies, LSI Industries, Novanta, Onto Innovation, Preformed Line Products, Proto Labs, Thermon Group; targets: base and annual incentive at 50th percentile; equity above market when performance achieved .
- Say-on-Pay support: 95.9% in 2024; committee continues to review strategy to align pay with performance .
Performance & Track Record Signals (Company-Level Context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($000s) | $578,634 | $529,968 |
| EBITDA ($000s) | $67,151 | $56,045 |
| Adjusted Diluted EPS | $2.30 | $1.49 |
| Total Shareholder Return (proxy scale) | 94.61 | 76.38 |
Implication: The decline aligns with zero annual cash incentive for S. Warzala and no XSIP shares earned for 2024, indicating pay sensitivity to performance .
Risk Indicators & Red Flags
- Related-party sensitivity: Stephen is the CEO’s son; Committee retains approval authority for his compensation actions (mitigates but does not eliminate nepotism risk) .
- Selling pressure watch: Significant scheduled vesting in 2025 (5,516 time-based shares) with additional tranches in 2026–2027; PSP earned portion began vesting April 1, 2025 .
- Hedging/pledging prohibited; strong clawback compliant with SEC/NASDAQ (reduces misalignment risk) .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus was zero and no XSIP payout as targets were missed; PSP vesting tied to EBITDA performance and time-based conditions—compensation appears performance-sensitive and appropriately staggered .
- Retention and incentives: Severance (1x base) and double-trigger CIC structure (salary + 2x target bonus equivalent via two target amounts plus 25% salary benefits for 24 months) balance retention with shareholder protections; vesting accelerations upon qualifying terminations may create event-driven dilution but are standard for size/sector .
- Near-term supply/flow: 2025–2027 scheduled vesting could add incremental sellable shares; monitor Form 4s around April vest dates and 10b5-1 plans for trading cadence .
- Governance and oversight: High say-on-pay support, explicit hedging/pledging bans, and a modern clawback are positives; the committee’s special handling of Stephen’s comp due to familial relationship reduces conflict risk, but investors should continue to monitor independence .
- Strategic role and growth mandate: As CGO and Defense Solutions leader with AI initiative oversight, Stephen’s incentives (XSIP revenue growth through 2027) are directly tied to multi-year growth outcomes. Investors should watch progress toward the 33.3% consolidated revenue growth target underpinning XSIP to gauge prospective equity payouts and alignment with long-term value creation .
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