Steven Finch

About Steven C. Finch

Steven C. Finch (age 67) has served as an independent director of Allient Inc. (ALNT) since 2021. He retired as President of Manufacturing and Community Engagement at Viridi Parente, Inc., and previously managed General Motors’ Tonawanda Engine Plant; his 41-year GM career began in 1976. Finch’s board credentials include service at National Fuel Gas Company (Audit; Nominating/Corporate Governance), bringing deep manufacturing oversight, capital and labor management expertise, and experience leading through industry disruption .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all nominees other than the CEO/Chair (R. Warzala) are independent; all committee members are independent under Nasdaq standards .
• Committee assignments and meeting cadence:
  • Audit Committee: Member (Finch); 7 meetings in 2024; Chair: Michael R. Winter; Winter and Engel designated “Audit Committee financial experts” (Finch is not designated) .
  • Human Capital & Compensation Committee: Member (Finch); 5 meetings in 2024; Chair: Richard D. Federico .
  • Governance & Nominating: Not listed as member; 4 meetings in 2024 .
• Board attendance: Board met 4 times; independent directors held 4 executive sessions; each director attended >75% of Board/committee meetings and attended the Annual Meeting .
• Leadership structure: Combined Chair/CEO (R. Warzala) with a Lead Independent Director (R. Federico) to provide independent oversight .

Fixed Compensation

Director fee schedule (amended May 8, 2024):

• Annual cash retainer: $66,000; Audit Chair $19,000; Audit member $10,000; Compensation Chair $14,500; Compensation member $7,500; Governance Chair $12,600; Governance member $6,500; Lead Director $32,400 .
• Equity retainer: Quarterly common stock awards valued at $22,110 each quarter (annual aggregate $88,440 at four meetings), pro-rated for mid-year appointees .

2024 compensation paid to Steven C. Finch:

Compensation mix:

Performance Compensation

• Non-employee directors receive fixed quarterly stock retainer; no performance-conditioned metrics (e.g., TSR, EBITDA) are disclosed for director pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Manufacturing operations leadership, customer relations, capital/labor management; senior oversight through industry challenges and transformation .
• Audit Committee service; not designated as an “Audit Committee financial expert” (designation given to Winter and Engel) .
• Governance exposure across compensation/human capital oversight .

Equity Ownership

• Hedging/pledging: Company policy prohibits directors/officers from hedging/monetization transactions and pledging company stock or holding shares in margin accounts; supports alignment and mitigates red-flag risk .
• Ownership guidelines: Directors with ≥5 years of service should own stock equal to ≥3x the annual cash and stock retainer; the proxy states these requirements have been met (company-wide statement) .

Governance Assessment

• Strengths

  • Independence and active committee engagement (Audit; Compensation), with strong attendance disclosure (>75%) and full Annual Meeting participation .
  • Anti-hedging/anti-pledging policy and clawback policy (NASDAQ 5608) reinforce investor-aligned governance practices .
  • Robust director compensation disclosure and structured fee schedule; equity retainer enhances ownership alignment .
  • Strong say-on-pay support (95.9% in May 2024), indicating shareholder confidence in compensation governance .

• Watch items / potential red flags

  • Combined CEO/Chair structure concentrates authority; mitigated by an independent Lead Director and independent committees, but remains a governance consideration for oversight quality .
  • Company disclosed late Form 4 filings due to clerical delay; while generalized and not specific to Finch, timeliness of insider reporting is a monitoring point for compliance rigor .

• Related party transactions

  • No related-party transactions disclosed involving Finch. The proxy notes facility leases with an executive officer’s affiliated entity (Pirthauer), reviewed under Board procedures; none tied to Finch .

Committee Assignments and Meeting Detail

Director Compensation Schedule (Reference)

Attendance & Engagement

Policies Relevant to Investor Alignment

• Clawback: Mandatory recovery of erroneously awarded incentive-based compensation for covered officers after restatement; three-year lookback; independent of misconduct .
• Insider trading: Prohibits hedging, monetization, put/call transactions; prohibits pledging/margin accounts for Company securities .
• Ownership guidelines: Directors ≥5 years must hold ≥3x combined annual cash and stock retainer; officers have salary-based multiples; stated as met .

Say-on-Pay & Shareholder Feedback

Audit Committee Report (Signatories)

Summary Implications for Board Effectiveness

• Finch’s manufacturing operations background complements ALNT’s industrial focus and supports Audit and Compensation oversight; independence and attendance bolster investor confidence .
• Equity retainer and anti-hedging/pledging policy indicate alignment; absence of related-party ties involving Finch reduces conflict risk .
• Governance structure’s combined CEO/Chair warrants continued monitoring of independent oversight via Lead Director and committee processes .