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APPLIED INDUSTRIAL TECHNOLOGIES INC

For the period ended Oct 22, 2024. Filed Sep 16, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 22, 2024 · Filed Sep 16, 2024

AIT$283.39+0.9%Stored close · as of Nov 6, 2026
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Components of Compensation Program

The director compensation program’s primary components follow:

Cash Retainers.

PositionAnnualized Retainers ($) (1)
Each Non-Employee Director105,000
Board ChairmanAdditional 80,000
Audit Committee ChairAdditional 25,000
Corporate Governance & Sustainability Committee ChairNone (2)
Executive Org. & Comp. Committee ChairAdditional 17,500
(1)Retainers are earned on a quarterly basis.
(2)The Board discontinued the Corporate Governance & Sustainability Committee chair retainer in 2019 when the committee roster was reconstituted to include all the independent directors, with Mr. Wallace, the Board Chairman, serving as committee chair.

Long-Term Incentives. Annually, the Corporate Governance & Sustainability Committee considers long-term incentive awards to directors. In recent years, the awards have been in the form of restricted shares of Applied stock. The shares vest one year after the grant date, subject to conditions as to forfeiture and acceleration of vesting.

To mitigate the impact of short-term stock price volatility, the method for determining the shares’ targeted value uses an average closing share price for 90 trading days prior to the date of grant, similar to the approach used in determining equity awards for Applied’s executives.

20Applied Industrial Technologies 2024 Proxy Statement

Director Compensation

In January 2024, the committee awarded each director 850 restricted shares under the 2023 Long-Term Performance Plan, with a value, based on the average closing share price for 90 trading days prior to the grant date, of $138,000. In addition, after considering the Board Chairman’s extra responsibilities, the committee awarded Mr. Wallace an additional 185 shares, with a value, based on the average closing share price for 90 trading days prior to the grant date, of $30,000.

Other Benefits. Applied reimburses directors for travel expenses for attending meetings, as well as for attending director education seminars and conferences. The directors also participate in our travel accident insurance plan. Contributory health care coverage is available to directors who joined the Board before 2011; Mr. Wallace is the sole qualifying director and participant in fiscal 2024. We believe these practices generally are consistent with those of other companies and are relatively modest in their cost to Applied.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.