ALLIENT INC (ALNT)
Sector: Industrials
2026 Annual Meeting Analysis
ALLIENT INC · Meeting: May 6, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2019; all attendance, independence, and TSR tests pass — ALNT's 3-year return of +71.7% trails the peer group median by only 12.3 percentage points, well below the 65-point threshold needed to trigger a negative vote, and Engel has strong financial and governance credentials.
Director since 2012; no overboarding, full attendance, and independent — TSR underperformance gap of 12.3 percentage points is far below the 65-point threshold, so no performance-related concern is triggered.
Director since 2021; independent, full attendance, solid manufacturing and operational background, and the TSR gap of 12.3 percentage points versus the peer group median is well within the acceptable range.
Director since 2021; independent, full attendance, brings financial and legal expertise as a tax attorney and CFO, and the TSR performance gap does not come close to triggering a negative vote.
CEO and Chairman since 2006 and 2014 respectively; the proxy discloses that his son Stephen R. Warzala is a named executive officer, which is a governance concern, but the board has put governance guardrails in place (Richard does not participate in setting Stephen's compensation); the TSR test does not trigger — ALNT's 3-year return exceeds the peer median by 12.3 percentage points — and no other policy trigger fires, so a FOR vote is appropriate while shareholders note the familial relationship.
Director since 2014; independent, full attendance, former PricewaterhouseCoopers partner serving as Audit Committee Chair with strong financial expertise, and the TSR performance gap is well below the trigger threshold.
All six directors pass the core policy screens — no overboarding, full attendance disclosed, no independence violations on key committees, and ALNT's 3-year total shareholder return of +71.7% trails the company-disclosed peer group median by only 12.3 percentage points, far short of the 65-point threshold required to trigger a negative vote for a company with strong positive absolute returns. A familial relationship between CEO Richard Warzala and named executive officer Stephen Warzala is noted as a governance flag, but existing guardrails are in place and do not rise to a policy-level veto. Vote FOR all six nominees.
Say on Pay
✓ FORCEO
Richard S. Warzala
Total Comp
$3,530,820
Prior Support
96.1%%
CEO Richard Warzala received $3,530,820 in total 2025 compensation, which is reasonable for a CEO at a $1.1 billion industrial technology company with a strong performance year. The pay mix is well-structured: base salary of $740,000 represents only about 21% of total pay, with the large majority coming from performance-linked cash bonuses and stock awards tied to EVA, EBITDA, and revenue growth metrics — well above the 50-60% variable pay threshold the policy requires. The annual cash incentive paid out at above-target levels because the company met and exceeded its EVA goals, and the performance stock plan shares were fully earned by hitting EBITDA targets, which is appropriate pay-for-performance alignment given ALNT's 3-year shareholder return of +71.7%. Shareholders gave 96.1% support at the 2025 annual meeting, and the program has not materially changed, confirming broad shareholder satisfaction.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
8 yrs
Audit Fees
$1,521,308
Non-Audit Fees
$0
Deloitte has served since August 2018 — approximately 8 years — well below the 25-year tenure threshold. There are zero non-audit fees, meaning 100% of fees paid are for core audit work, which is an exceptionally clean independence profile. No restatements or adequacy concerns are present, and Deloitte is a Big 4 firm fully appropriate for a $1.1 billion company.
Overall Assessment
Allient's 2026 annual meeting presents a clean ballot across all three standard proposals. The director slate passes all policy screens, the auditor relationship is straightforward with no non-audit fees and a tenure well under the concern threshold, and the executive pay program is genuinely performance-linked with strong prior-year shareholder support. All proposals receive a FOR vote determination.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing