Richard S. Warzala
About Richard S. Warzala
Richard S. Warzala, age 72, has served on AstroNova’s Board since December 2017 and has been the Board’s Lead Independent Director since August 2019. He is Chairman, President, and CEO of Allient Inc. (Nasdaq: ALNT), with prior leadership roles at Danaher Corp. and API Motion (American Precision Industries). He holds a bachelor’s degree and an MBA from SUNY Buffalo. His background spans international business growth, M&A, technical product sales and marketing, and lean manufacturing, aligning with AstroNova’s strategic needs and governance rigor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allient Inc. (Nasdaq: ALNT) | Director; President & CEO; Chairman | Director since 2006; CEO since 2009; Chairman since 2014 | Led growth from ~$15M revenue in 2002 to $530M+, EV ≈ $600M; operational excellence and M&A execution |
| Danaher Corp. | Business Unit President | Not disclosed | Operational leadership in industrial technologies |
| API Motion (American Precision Industries) | President | Not disclosed | Division leadership at a then-public company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allient Inc. (Nasdaq: ALNT) | Chairman, President & CEO; Director | Director since 2006; CEO since 2009; Chairman since 2014 | Grew business significantly; governance and oversight experience; AstroNova proxy shows 1 other public board for Warzala |
Board Governance
- Independence: Determined independent under SEC and NASDAQ standards; 5 of 7 current directors independent; Warzala included .
- Lead Independent Director: Serves since August 2019; presides over executive sessions of independent directors .
- Committee assignments (FY 2025): Chair, Human Capital & Compensation Committee (HCCC); Member, Nominating & Governance Committee; not on Audit Committee .
- Attendance: Board held 8 meetings in FY 2025; each director attended ≥75% of Board and committee meetings; all directors attended 2024 annual shareholder meeting .
- Committee activity: Audit (5 meetings, all independent); HCCC (5 meetings); Nominating & Governance (3 meetings). Non-management directors meet in executive session at each scheduled Board meeting (at least quarterly) .
- Policies: Anti-hedging for directors/officers/employees; director stock ownership and retention guidelines; Clawback Policy highlighted .
Committee Memberships and Roles
| Committee | Role | FY 2025 Meetings | Notes |
|---|---|---|---|
| Human Capital & Compensation | Chair | 5 | Oversees exec/director comp, succession planning, DEI initiatives |
| Nominating & Governance | Member | 3 | Director independence, board composition, evaluations |
| Audit | — | 5 | All independent; financial literacy; financial experts designated (Warzala not a member) |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 69,000 | 71,070 |
| Stock Awards ($) | 69,982 | 72,775 |
| Total ($) | 138,982 | 143,845 |
| Program Details | Quarterly restricted stock fully vested on grant; FY25 aggregate director stock value $72,800 | Cash fee schedule: Board $46,800; Lead Independent Director $11,440; HCCC Chair $9,360; Committee member $4,160; beginning Q2 FY26 directors agreed to receive cash fees in shares |
Performance Compensation
- Directors receive time-based restricted stock that is fully vested on the date of issuance; no performance-conditioned director equity awards disclosed .
- Transfer restrictions: Directors may not sell stock received for Board service if out of compliance with director ownership guidelines or such transfer would cause non-compliance (except change in control/economic hardship) .
Other Directorships & Interlocks
| Company | Role | Interlocks / Potential Conflicts |
|---|---|---|
| Allient Inc. (Nasdaq: ALNT) | Chairman, President & CEO; Director | AstroNova discloses Warzala is independent; no related-party transactions or interlocks with AstroNova executives reported. Proxy summary lists Warzala with 1 other public company board . |
Expertise & Qualifications
- International business growth and development; strategic planning; M&A; technical product sales/marketing; operational excellence via lean manufacturing; governance/oversight at public companies .
- Education: Bachelor’s degree and MBA from SUNY Buffalo .
Equity Ownership
| Holder | Shares & Restricted Shares | Right to Acquire Within 60 Days (Options) | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Richard S. Warzala | 67,866 | 10,000 | 77,866 | 1.0% | As of Oct 13, 2025; options held by directors are fully vested; as of Jan 31, 2025, Warzala had 10,000 outstanding options . |
| Director Ownership Guidelines | Required ≥$200,000 in stock value; all directors in compliance | — | — | — | Retain ≥50% of shares acquired via option exercise/vesting until guideline met; maintain thereafter . |
- Anti-hedging policy applicable to directors (no hedging transactions allowed) .
Governance Assessment
- Strengths: Independent Lead Director with deep operating/M&A expertise; chairs HCCC and drives compensation alignment; robust governance policies (anti-hedging, ownership, clawback); consistent engagement and attendance; director compensation mix balances cash and equity; directors agreed to take cash fees in stock starting Q2 FY26, enhancing alignment .
- Shareholder signals: Strong say-on-pay support (~98.3% approval in 2024), indicating investor confidence in compensation oversight .
- Conflicts/Red Flags: No related-party transactions disclosed; no pledging disclosed; no compensation committee interlocks; Section 16 compliance noted with late filings for certain officers (Warzala not cited) . Potential time-commitment consideration as CEO/Chair of Allient, but Board affirms independence and committee composition is fully independent .
Overall, Warzala’s leadership as Lead Independent Director and HCCC Chair, combined with ownership guidelines compliance and strong say-on-pay outcomes, supports investor confidence; lack of RPTs and anti-hedging policy further mitigate alignment risks .
Additional Notes on Compensation Structure
- Director cash fee schedule (FY25) components likely explain Warzala’s higher cash fees versus peers due to Lead Independent Director and HCCC Chair roles; reported cash total reflects proration/timing mechanics in program; program design provides quarterly vesting and retention discipline .
- Committees are entirely independent, with authority to retain advisors; executive sessions at each Board meeting reinforce independent oversight .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~98.3% of votes cast; Board recommends annual frequency for future votes (Proposal 3) .
Insider Trades
- Section 16 compliance: Company reports compliance for FY25, with specified late Form 4s for certain officers; Warzala not cited among late filers .