APPLIED INDUSTRIAL TECHNOLOGIES INC
For the period ended Oct 20, 2026. Filed Sep 10, 2026.
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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 20, 2026 · Filed Sep 10, 2026
Contents
Components of Compensation Program
The Board reviews the director compensation program annually in January. The director compensation program’s primary components are as follows:
Cash Retainers.
| Position | Annualized Retainers ($) (1) |
|---|---|
| Each Non-Employee Director | 105,000 |
| Board Chairman | Additional 80,000 |
| Audit Committee Chair | Additional 25,000 |
| Corporate Governance & Sustainability Committee Chair | None (2) |
| Executive Org. & Comp. Committee Chair | Additional 20,000 |
| (1) | Retainers are earned on a quarterly basis. Applied does not pay fees for attending board or committee meetings. |
| (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.
| Applied Industrial Technologies 2026 Proxy Statement | 19 |
|---|
Director Compensation
In January 2026, the committee awarded each director 572 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 $148,000. In addition, after considering the Board Chairman’s extra responsibilities, the committee awarded Mr. Wallace an additional 116 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 year 2026. We believe these practices are generally consistent with those of other companies and are relatively modest in their cost to Applied.
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