Rick Martich

About Rick Martich

Rick Martich, 54, is President, Hydraulics – Americas at Helios Technologies (HLIO) and has served as an executive officer since March 2023. He holds a Bachelor of Mechanical Engineering from Georgia Tech and an MBA (finance focus) from The University of Tulsa, and is a Six Sigma Black Belt and Gemba & Distribution Kaizen Coach . He joined Enovation Controls in 2006 and advanced through global manufacturing and operations roles before being promoted to Senior Vice President, Global Manufacturing Operations in November 2020; Helios appointed him President of Hydraulics – Americas on April 26, 2023 . Context for performance: Helios generated record cash from operations of $122.1 million in 2024 (+46% YoY) and expanded operating margin by 60 bps in a challenging market backdrop, underpinning a company emphasis on cash generation, deleveraging and disciplined capital allocation .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Martich in the 2025 DEF 14A Summary Compensation Table; he was not a Named Executive Officer (NEO) for 2024. Skip per disclosure rules .

Performance Compensation

Helios STI and LTI program architecture (as it applies to executives; segment executives use segment-level goals):

• 2024 Short-Term Incentive (STI) framework: Corporate executives metrics were Adjusted EBITDA Margin (40%), Revenue (30%), Adjusted Free Cash Flow Margin (20%), Personal Goals (10%), with max payout at 200% of target; segment executives used Adjusted EBITDA (40%), Revenue (40%), FCF (20%) at segment level .
• 2024 Long-Term Incentive (LTI) framework: 50% time-based RSUs vesting pro rata over 3 years; 50% performance-based RSUs vest after 3 years, with corporate metrics Adjusted EBITDA Margin (50%) and Adjusted EPS (50); segment executives used Adjusted EBITDA Margin and Adjusted Operating Income .
• 2025 program update: STI metrics reweighted equally across Adjusted EBITDA (30%), Revenue (30%), Adjusted FCF (30%), plus Personal Goals (10). LTI split: 50% time-based RSUs (3-year ratable vest), 50% performance-based stock options vesting in year 3 with metrics: 3-year cumulative Revenue (50) and Adjusted EPS (50), modified by relative TSR vs Russell 2000 (+/–25%) .

Notes: 2022–2024 PRSU tranche earned 31% of target at Hydraulics; 0% at corporate/electronics, illustrating stringent multi-year hurdles .

Equity Ownership & Alignment

• Hedging/pledging: Company policy prohibits hedging or pledging by executives or directors; no tax gross-ups; no repricing of underwater options .
• Stock ownership guidelines: Helios maintains NEO ownership guidelines (CEO 5x salary; certain NEOs 2x); compliance is monitored. Rick’s specific guideline/compliance status not disclosed in the proxy .
• Clawback: Enhanced clawback policy adopted in 2023 applicable to current and former executive officers; recovery of incentive-based comp for required accounting restatements over a three-year recovery period .

Insider Transactions (Section 16 filings):

• The Company disclosed that Rick Martich filed one late Form 4 in 2024 (one late transaction reported) .
• Form 4 filings identified:
  • Jan 30, 2024: Form 4 for “Martich Frederick Joseph” (HLIO) .
  • Apr 3, 2024: Company filing index showing insider Form 4 activity, includes Martich reference .
  • Sep 11, 2025: Form 4 ownership XML for “Martich Frederick Joseph” .

Employment Terms

• Appointment and agreements: On Apr 26, 2023, Helios appointed Martich President, Hydraulics – Americas and stated he will enter the standard Executive Officer Continuity Agreement and Executive Officer Severance Agreement (plus Indemnification Agreement) .
• Continuity Agreement (Change-in-Control): For executives, benefits include lump-sum equal to 2x annual salary plus cash value of current-year STI target and 24 months of company-paid medical benefits; immediate vesting/lapse of restrictions on stock awards and extended option exercise period. Applies upon termination or other triggering event within two years after, or within 90 days prior to, a change in control; requires a general release and compliance with restrictive covenants .
• Severance Agreement (non-CIC): For executives, benefits include 12 months base salary continuation, payment equal to target STI value at time of grant, and 12 months of company-paid medical benefits; requires a general release and adherence to restrictive covenants for 12 months post-termination .

Performance & Track Record

• Operating leadership: Rick led Helios global manufacturing and supply chain prior to his current role; presented operating footprint strategy and “in the region, for the region” capacity leverage during 2021 investor event .
• Innovation and recognition: Provided leadership quotes tied to ENERGEN™ winning 2025 LEAP Gold Award (Motion Control) and Employer of Choice recognition for Sun Hydraulics, highlighting innovation, energy efficiency, and culture .

Compensation Structure Analysis

• Pay-for-performance alignment: Company STI and LTI programs emphasize EBITDA, revenue, FCF, EPS and multi-year vesting; multi-year PRSU results show strict hurdles (e.g., 2022–2024 earned 31% at Hydraulics, 0% corporate/electronics), indicating strong alignment and reduced windfall risk .
• 2025 refinements: Introduction of performance stock options and rTSR modifier aligns executive incentives more directly with shareholder returns over three years, tightening pay-for-performance linkage and market competitiveness .
• Governance safeguards: No hedging/pledging, clawback policy, no tax gross-ups, and no single-trigger CIC for LTI awards reduce misalignment and risk .

Risk Indicators & Red Flags

• Section 16 reporting: Company disclosed one late Form 4 for Martich in 2024; monitor for any pattern of sales or tax-withholding events that could indicate near-term selling pressure (specific transaction details not disclosed in proxy) .
• Change-in-control: Continuity Agreement provides substantial CIC protection; however, benefits are contingent on termination in connection with a CIC, and LTI awards do not have single-trigger vesting, mitigating unearned windfalls .

Equity Ownership & Alignment

• Beneficial ownership: The 2025 proxy presents a security ownership table for certain officers/directors; Martich’s specific share count is not disclosed in that table. Policy requires stock ownership multiples for NEOs; compliance is tracked, but Martich’s status is not enumerated in the proxy .
• Insider transactions: Multiple Form 4 filings exist; details require review of SEC forms for precise share counts, prices, and post-transaction holdings .

Investment Implications

• Incentive alignment: Rick’s compensation is governed by Helios’ frameworks that emphasize EBITDA, revenue, FCF and EPS over annual and multi-year horizons, with 2025 rTSR modification on stock options—supporting alignment with shareholder returns and discouraging short-termism .
• Retention risk: Standard severance and continuity agreements provide meaningful protection in non-CIC and CIC scenarios, reducing voluntary departure risk during strategic execution and leadership transitions .
• Trading signals: Presence of recent Form 4 filings indicates equity activity; absent detailed transaction breakdown in the proxy, further review of SEC filings is recommended to assess net accumulation vs. disposition and potential withholding-driven sales cadence .