Proxy Statement (Form DEF 14A)

Shareholder of Record.If your shares are registered directly in your name with the Company's transfer agent, Equiniti, you are considered the shareholder of record with respect to those shares.

Beneficial Owner of Shares Held in Street Name.If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the

If you are the beneficial owner of shares held in street name, you will receive instructions from the brokerage firm, bank, broker-dealer or other similar organization (the "shareholder of record") that must be followed for the shareholder of record to vote your shares per your instructions.

If you hold your shares in street name and do not instruct your bank or broker how to vote in the election of directors, no votes will be cast on your behalf. Your bank or broker will, however, continue to have discretion to vote any uninstructed

shares on the appointment of Deloitte & Touche LLP (Proposal 4). Please ensure that you complete the voting instruction card sent by your bank or broker.

If your shares are held in street name you also may attend the virtual Annual Meeting and vote your shares during the meeting. We recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

You may participate in the virtual Annual Meeting and vote your shares during the meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/ALNT2025 . To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. Even if you plan to participate in the Annual Meeting online, we recommend that you vote by proxy in advance as described above so that your vote will be counted if you later decide not to participate in the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. (Eastern Time). Online check-in will begin at 8:45 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.

The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

If you wish to submit a question during the Annual Meeting, you may log into the virtual meeting platform with your control number at www.virtualshareholdermeeting.com/ALNT2025, type your question into the "Ask a Question" field, and click "Submit."

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, are not pertinent to meeting matters and therefore will not be answered. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at www.allient.com/investor-relations/. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after posting.

If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start time of the meeting.

You will be voting on the following proposals:

The holder of each outstanding share of Common Stock is entitled to one vote for each share of Common Stock on each matter submitted to a vote at a meeting of shareholders.

Pursuant to our Amended and Restated Articles of Incorporation and Bylaws, directors will be elected by the affirmative vote of the majority of the votes cast with respect to such director's election.

Approval of Proposals 2 and 4 requires an affirmative vote by a majority of the votes cast on each proposal.

The frequency of the advisory vote on the compensation of our Named Executive Officers presented in Proposal 3 will be determined based on the option receiving the greatest number of votes.

You can revoke your proxy and change your vote at any time prior to the voting thereof at the Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable. You can revoke your vote:

Your virtual attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again. If your shares are held in street name, we also recommend that you contact your broker, bank or other nominee for instructions on how to change or revoke your vote.

Richard S. Warzala serves as the Company's Chairman of the Board and also serves as President and Chief Executive Officer of the Company. The Company believes that having Mr. R. Warzala serve as both an executive officer and as Chairman demonstrates to the Company's employees and other stakeholders that the Board of Directors is under strong leadership, with a single person setting the tone and having primary responsibility for leading the Board of Directors. The Company believes this unity of leadership eliminates the potential for confusion or duplication of efforts and provides clear leadership for the Company. In addition, the Board of Directors recognizes that, given Mr. R. Warzala's familiarity with the Company and his long-standing experience with the Company, it is valuable to have him lead board discussions.

To provide for additional independent leadership expertise and oversight, the Board of Directors has designated Richard D. Federico, as Lead Director. The Lead Director is an independent director chosen by the Board. Under our Corporate Governance Principles, the Lead Director's responsibilities include: providing leadership to ensure that

the Board functions independently of management and the non-independent directors, presiding at meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the independent directors; serving as liaison between the Chairman and the independent directors with respect to Board agenda items, the information provided to the independent directors, the resources available to Board members and similar matters; convening meetings of the independent directors; and consulting with the Chairman on matters relating to Board of Director performance and corporate governance.

Another component of our leadership structure is the active role played by our independent directors in overseeing the Company's business, both at Board and Committee levels. Five of the six director nominees are considered independent under the corporate governance standards of the Nasdaq Global Market. All of our Directors are encouraged to suggest the inclusion of items on the agenda for meetings of our Board of Directors or raise subjects that are not on the agenda for that meeting. In addition, our Board of Directors and each committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. Our Board of Directors also holds regularly scheduled executive sessions of only independent Directors, led by the Lead Director, in order to promote discussion among the independent directors and assure independent oversight of management. Moreover, our Audit Committee, Human Capital and Compensation Committee and Governance and Nominating Committee, all of which are comprised entirely of independent Directors, also perform oversight functions independent of management.

The Company believes its leadership structure is the most effective leadership structure for the Board of Directors at this time. However, the Board of Directors recognizes that no single leadership model is appropriate for a board at all times. Accordingly, the Board of Directors may in the future consider a different leadership structure, including a structure providing for a Chairman of the Board who is not an executive officer of the Company.

The Board of Directors has a standing Audit Committee, Human Capital and Compensation Committee and Governance and Nominating Committee. Each member of each of these committees is "independent" as that term is defined in the Nasdaq listing standards. The Board has adopted a written charter for each of these committees, which is available on our web site at www.allient.com.

The Audit Committee of our Board of Directors oversees the Company's financial reporting on behalf of the Board and is responsible for the appointment, replacement, compensation and oversight of the work of the Company's independent auditors. The Audit Committee also reviews the Company's annual and quarterly reports filed with the SEC. The Audit Committee held seven meetings during 2024 and consisted of

Messrs. Winter (Chair), Engel, and Finch. Each member of the Audit Committee meets the current independence and experience requirements of Nasdaq and the SEC. Messrs. Winter and Engel have each been designated as an "Audit Committee financial expert" in accordance with the SEC rules and regulations and each qualify as a financially sophisticated audit committee member under the Nasdaq listing standards. See "Report of the Audit Committee" below.

The Human Capital and Compensation Committee of our Board of Directors has the principal responsibility to oversee the compensation of the Company's management employees including its executive officers, and to make recommendations to the Board concerning the compensation of the Board of Directors. The Human Capital and

Compensation Committee also reviews and approves all awards granted under the Company's stock incentive plan and performs other functions regarding compensation as the Board may delegate. In addition, the Human Capital and Compensation Committee (i) reviews and oversees the Company's human capital management strategies, policies and programs, including initiatives to enhance the engagement, diversity, skills, bench strength and recognition of the Company's human capital, (ii) monitors and receives reports from management on no less than a semi-annual basis on the progress of the Company's strategies, efforts and initiatives to promote anti-discrimination and an environment that is free from prejudice and retribution, and (iii) reviews and assists the Board in developing succession plans for the CEO and other executive officers. The Human Capital and Compensation Committee met five times during 2024 and consisted of Messrs. Federico (Chair), Engel, and Finch and Ms. Tzetzo.

The Governance and Nominating Committee of our Board of Directors (i) monitors and oversees matters of corporate

The Board of Directors believes that the control and management of risk are primarily responsibilities of senior management of the Company. The entire Board of Directors is responsible for oversight of this senior management function. In certain instances, the Board of Directors has delegated oversight of specific risk categories to individual Board Committees. The Audit Committee is responsible for the oversight of risks arising out of financial, capital markets, and technology related activities. The Human Capital and Compensation Committee annually reviews the Company's compensation arrangements to confirm that compensation plans, especially incentive pay arrangements, do not encourage or create opportunities for unnecessary risk-taking. The Governance and Nominating Committee is tasked with the oversight of the Company's regulatory and shareholder activities, including policies regarding sustainability and other environmental, social and governance related matters. The Human Capital and Compensation Committee has oversight on broader human capital activities such as succession planning, employee retention, and anti-discrimination. The Governance and Nominating Committee assists the Board in its oversight of the Company's process for management and communication of key risks facing the Company, as well as the guidelines, policies and processes for monitoring and mitigating such risks. Each Committee reports to the entire Board at every regular board meeting on its activities. The full board has risk oversight responsibility for broader strategic activities such as company culture, growth initiatives, supplier and customer relationships, and new product development.

In connection with the oversight of risk management, the Board and its Committees regularly receive presentations and information from senior management of the Company with respect to the Company's risk appetite and risk categories,

including risk identification, risk assessment, direction of risk and risk mitigation strategies. The Board also is regularly updated on the Company's strategy and strategic goals, which includes management's analysis of the key risk categories that management analyzed in connection with the strategic planning and plan update processes. The Board and its Committees regularly communicate with or are provided with reports regarding risks from the Company's independent accountants, compensation consultants, outside and internal counsel and other professional advisers. The Board and its Committees are continually evaluating the significant risks faced by the Company and the appropriate Committee or Board to oversee the Company's strategies for the identification, measurement and mitigation of such risks. In addition to the matters listed in the description of each Committee included above, the risks that are monitored by the Board or a Committee on a regular basis include but are not limited to:

has always been committed to responsible and sustainable business practices that considered the best interest of our customers, employees, suppliers, communities, and other stakeholders.

The Company is committed to responsible and sustainable business practices that consider the best interests of our

Anti-Discrimination- The Company is committed to apply fair labor practices while respecting the national and local laws of the countries and communities where we have operations. The Company is also committed to providing equal opportunity in all aspects of employment. The Company does not engage in or tolerate unlawful conduct, including

discrimination, intimidation, or harassment. The Company strives to establish relationships with key organizations and associations that foster anti-discriminatory initiatives in the communities where it is located. The Company is committed to identifying a talented and innovative workforce through a culture that promotes fair treatment and anti-discriminatory values. The Human Capital and Compensation Committee is responsible for setting the tone at the top and the oversight of the Company's anti-discrimination initiatives.

Ethical Business Practices- The Company is dedicated to conducting its business with integrity and responsibility. The Company promotes honest and ethical conduct, and the Code of Ethics and Business Conduct applies to all employees, directors, and officers as well as our business partners and supply chain. The Company does not tolerate human rights abuses, human trafficking and or slavery, the use of child labor and will not engage or be complicit in any activity that solicits or encourages human rights abuse.

The Governance and Nominating Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company's business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service, or if the Governance and Nominating Committee decides not to nominate a member for re-election, the Governance and Nominating Committee first considers the appropriateness of the size of the board. If the Governance and Nominating Committee determines the board seat should be retained and a vacancy exists, the Governance and Nominating Committee considers factors that it deems are in the best interests of the Company and its shareholders in identifying and evaluating a new nominee, including the composition and diversity of the Board. Skills and characteristics that are considered include judgment, accountability, integrity, reputation, relevant experience, including leadership roles and experience working in a collaborative environment, technical skills, financial literacy, mature confidence and emotional maturity, high performance standards, availability, other board appointments and outside commitments, industry knowledge, networking/contacts, and degree of independence from management.

Our Corporate Governance Principles provide that directors may not be nominated to a new term if they will be age 75 or over at the expiration of his or her current term, unless the Board waives the mandatory retirement age for a specific director.

While we do not have a formal policy or guidelines regarding diversity of membership of our Board of Directors, our Corporate Governance Principles recognize the value of having a Board that encompasses a broad range of skills, expertise, contacts, industry knowledge, backgrounds and diversity of opinion, however, our Board has not attempted to define "diversity," or otherwise specifically require that the composition of our Board include individuals from any particular background or who possess specific attributes. Notwithstanding, the Board continues to be proactive in furthering the diversity of the Board. The Governance and Nominating Committee will continue to consider whether it would be appropriate to adopt a policy or specific guidelines regarding board diversity or define diversity as it relates to the composition of our Board of Directors.

The Board of Directors will consider nominees recommended by shareholders. Any such person will be evaluated in the same manner as any other potential nominee for director. Any suggestion for a nominee for director by a shareholder should be sent to the Company's Secretary within the time periods set forth under "Shareholder Proposals for the 2026 Annual Meeting."

Our Articles of Incorporation and Bylaws provide for a Board consisting of not less than three and not more than nine persons, as such number is determined by the Board of Directors, all of whom will be elected annually to serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until the Director resigns or is otherwise removed.

Our Board of Directors currently has six members: Robert B. Engel, Richard D. Federico, Steven C. Finch, Nicole R. Tzetzo, Richard S. Warzala and Michael R. Winter. All incumbent directors are standing for re-election. All six positions on the Board are to be filled by vote of the shareholders at the Annual Meeting. The affirmative vote of a majority of the votes cast by the shareholders at the Annual Meeting is required for the election of directors. Unless

instructed otherwise, it is intended that the shares represented by proxy at the Annual Meeting will be voted in favor of the six nominees named above, each of whom was nominated by the Board based on the recommendation of our Governance and Nominating Committee. All nominees have agreed to serve if elected.

If, at the time of the Annual Meeting, any nominee is unable or declines to serve, the discretionary authority provided in the proxy may be exercised to vote for a substitute or substitutes. The Board of Directors has no reason to believe that any substitute nominee or nominees will be required.

Information regarding the director nominees can be found under "Corporate Governance and Board Matters - Director Qualifications and Biographical Information."

Shareholders are being asked to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers, as disclosed in this proxy statement in accordance with SEC rules. This proposal, commonly known as a "Say-on-Pay" proposal, gives you, as a shareholder, the opportunity to express your views on our Named Executive Officers' compensation. Your vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our Named Executive Officers described in this proxy statement.

As described in detail under the heading "Compensation Discussion and Analysis," our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our Named Executive Officers are rewarded for the achievement of our shorter and longer-term financial and strategic goals and for driving corporate performance. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those of our shareholders.

You may vote for or against the following resolution, or you may abstain. This vote is not intended to address any specific

item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and procedures described in this Proxy Statement.

Our Board of Directors is asking shareholders to vote on the following resolution at the Meeting:

RESOLVED, that Allient Inc.'s shareholders approve, on an advisory basis, the compensation paid to the Named Executive Officers, as disclosed under SEC rules, including the Compensation Discussion and Analysis, the compensation tables and related material included in this Proxy Statement.

This vote on the Named Executive Officer compensation is advisory, and therefore will not be binding on the Company and will not affect any existing compensation or award programs. However, we value the opinions expressed by our shareholders and the Board of Directors and the Human Capital and Compensation Committee expect to consider the outcome of the vote, along with other relevant factors, when considering future compensation programs.

In addition to providing our shareholders with the opportunity to cast an advisory vote on executive compensation, we are also seeking an advisory, nonbinding vote on how frequently the advisory vote on executive compensation should be presented to shareholders, as required by SEC rules. You may vote your shares to have the advisory vote held annually, every two years, every three years, or you may abstain.

Since 2019, our Board has provided shareholders with an opportunity to vote on executive compensation at every annual meeting. The Board continues to believe that advisory votes on executive compensation should be conducted every year so that shareholders may annually express their views on our executive compensation programs, which feedback the Human Capital and Compensation Committee considers in structuring future compensation programs.

The Company recognizes that the shareholders may have different views as to the best approach for the Company, and therefore we look forward to hearing from our shareholders as to their preferences on the frequency of an advisory vote on executive compensation.

The non-binding vote on the frequency of future advisory votes on executive compensation will be the frequency receiving the greatest number of votes at the annual meeting. Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved. While this vote is advisory and not binding on our Company, the Board expects to take into account the outcome of the vote, along with other relevant factors, when considering future advisory votes on executive compensation.

Deloitte & Touche LLP has served as the independent registered public accounting firm for the Company since August 2018. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

The "Audit Committee Matters" section of this Proxy Statement contains additional information regarding the independent auditors, including a description of the Audit Committee's Policy for Pre-Approval of Audit and Permitted Non-Audit Services and a summary of Auditor Fees and Services.

At the Annual Meeting, the shareholders will be asked to ratify the selection of Deloitte & Touche LLP as the Company's

independent registered public accounting firm. Pursuant to the Rules and Regulations of the Securities and Exchange Commission, the Audit Committee has the direct responsibility to appoint, retain, fix the compensation and oversee the work of the Company's independent registered public accounting firm. Consequently, the Audit Committee will consider the results of the shareholder vote on ratification, but will exercise its judgment, consistent with its primary responsibility, on the appointment and retention of the Company's independent auditors.

The affirmative vote of a majority of the votes cast on the proposal, assuming a quorum is present at the Meeting, is required to ratify the appointment of Deloitte & Touche LLP as the Company's independent public accounting firm for 2025.

The following provides certain information regarding our executive officers. Each individual's name and position with the Company is indicated. In addition, the principal occupation and business experience for the past five years is provided for each executive officer. There are no family relationships between any of our directors or executive officers.

Richard S. Warzala, age 71-Mr. Warzala has served as a director of the Company since August 2006 and as Chairman of the Board since February 2014. Mr. Warzala joined Allient as President and Chief Operating Officer in May 2002 and was appointed President and Chief Executive Officer in May 2009. Prior to joining Allient, Mr. Warzala was President of the Motion Components Group of Danaher Corporation and held various positions at American Precision Industries Inc., including Corporate Vice President and President of its API Motion Division. Mr. Warzala currently serves as Lead Director and Chair of the Compensation Committee for AstroNova, Inc.

James A. Michaud, age 60-Mr. Michaud was named Senior Vice President and Chief Financial Officer of the Company in May 2024. Prior to joining Allient, he served as Chief Financial Officer and a senior corporate leader at several large public and private companies. He joined Allient from Elior North America, a subsidiary of Elior Group SA, a global contract food and support services company, where he served as Senior Vice President of Finance and Chief Financial Officer of Business Dining and Events since 2020. Prior to that, he was Vice President of Global Business Services and Chief Accounting Officer for Delaware North, a global privately held hospitality company. He also held senior finance roles at Armored Autogroup, Inc., Warnaco Group, Inc., and Honeywell International, Inc. He began his career in public accounting including the role of Senior Manager with Ernst & Young, LLP. Mr. Michaud is a Certified Public Accountant and earned his Bachelors of Science degree in Accountancy at Bentley University.

Ashish R. Bendre, age 56-Mr. Bendre was named Vice President & President of Allient Orion Group in July 2020. He has led the Allient TCI technology unit since its acquisition by the Company in 2018. Mr. Bendre joined TCI LLC, a privately owned manufacturer of power quality solutions as Vice President of Engineering in 2011. He was promoted to President & Chief Operating Officer in 2014 and President & Chief Executive Officer in 2015. Prior to Allient/TCI, Mr. Bendre served as the Director of Technology for DRS Power & Control Technologies, a division of Leonardo DRS focused on naval power conversion. He has a Ph.D. in Electrical Engineering from the University of Wisconsin, Madison and an MBA from the University of Chicago.

Helmut D. Pirthauer, age 55-Mr. Pirthauer was named Vice President & President of Allient Dynamos Group in July 2020. He joined Allient as Chief Executive Officer of the Heidrive Group after its acquisition by the Company in January 2016.

Mr. Pirthauer progressed to the position of Chief Executive Officer of Heidrive GmbH in January 2013. Previously he held several positions in Heidrive GmbH including the position as Director of Sales and Technical Development since 2007 and Leader of the Sales Department since 2003. Prior to joining Heidrive GmbH, Mr. Pirthauer was the group leader of customer applications in the Heidolph GmbH & Co KG. Prior to that Mr. Pirthauer founded his own engineering consulting company IHP in August 1996 and served for the Heidolph GmbH & Co. KG since January 1997 as a consultant.

Stephen R. Warzala, age 42-Mr. Warzala was named Corporate Vice President and President of the Allient Defense Solutions Business Unit in December 2024. He also holds the position of Chief Growth Officer and has led the Company's AI Taskforce since February 2023. In 2019, Mr. Warzala was named Director of Business Development to oversee and lead the acquisition strategy for Allient and was also appointed as the Corporate Director of Marketing to ensure acquisitions were effectively integrated within Allient. He began his career with the Company as a Marketing intern in 2010 and moved to a Regional Sales Manager role in 2011. His extensive experience in marketing and regional sales management roles has been instrumental in driving growth and market expansion. Since 2020, Mr. Warzala has led Allient in Community Development efforts, and, in 2022 was appointed as an Executive Board Member of the Greater Buffalo Adaptive Sports Foundation. He holds dual Bachelor of Science degrees in Business Management & Marketing and Broadcast Communications from Mercyhurst University.

Geoffery C. Rondeau, age 53-Mr. Rondeau was named Vice President of Operational Excellence in July 2020. Prior to that he served as a General Manager of the Company's North American Mechatronics Group, a position he held since September 2014. Prior to joining Allient, he worked for over three years as the General Manager for Excelco Newbrook. For the fifteen years prior to that, Mr. Rondeau held several positions with API Motion/Danaher Motion where he progressed to the position of Director of Engineering for the Applied Products Group of Danaher Motion, a subsidiary of Danaher Corporation.

Kenneth A. May, age 61-Mr. May was named Vice President and Chief Technology Officer in August 2022. Prior to that he served as Director of Research & Development and Global Electronics, a position he held since January 2019. Prior to joining Allient, he spent over twenty years at Moog Inc. and eleven years, collectively, at Borg Warner and Zexel Corporations, serving in various capacities of systems engineering, project engineering, product line engineering management and functional management for actuation and electronics design. Mr. May holds a Master's degree in Electrical Engineering and a Graduate Certificate in Systems Engineering from the Rochester Institute of Technology (RIT).

The primary goals of the Company's compensation philosophy for Named Executive Officers is as follows:

The Compensation Committee seeks to develop a well-balanced compensation program that not only contains a

competitive fixed pay element through annual base salary, perquisites and other benefits, but that is weighted more towards variable at-risk pay elements using our annual cash incentive and short- and long-term equity-based compensation. We foster a culture where our Named Executive Officers may increase their compensation by performance that creates meaningful value for our shareholders. Each element of our compensation program is discussed in more detail below.

The Compensation Committee and the Board maintain governance practices and oversight of our executive compensation philosophy. The following governance practices were in place during 2024, and these practices, among other elements of our compensation program, aid in mitigating risk associated with our compensation program.

The Compensation Committee of the Board, which is comprised of independent directors, is charged with oversight of the Company's philosophy, policies and practices regarding annual and incentive compensation plans, equity-based plans and other compensation plans. The Compensation Committee operates under a written charter adopted by the Board, a copy of which is available on the Company's website at www.allient.com/investors/corporate-governance/. The Compensation Committee ensures that the total compensation of the Company's Named Executive Officers and other key management is fair, reasonable and competitive. The Compensation Committee annually evaluates the performance of the Company's Chief Executive Officer based upon a mix of the achievement of corporate goals and individual performance and makes decisions concerning compensation and benefits for the Chief Executive Officer and, in consultation with the Chief Executive Officer, for the other Named Executive Officers and other key management. The Compensation Committee recommends annual base compensation and incentive compensation targets to the Board, and it also has the authority to make equity awards under the Company's 2017 Omnibus Incentive Plan and reviews the attainment of annual goals for incentive compensation.

The Compensation Committee meets with Mr. R. Warzala, the Company's Chief Executive Officer and President, to obtain his recommendations with respect to other Named Executive Officers and key management compensation programs and practices, base salaries, incentive plan targets and equity awards. The Compensation Committee considers but is not bound to accept such recommendations. The Compensation Committee discusses Mr. R. Warzala's compensation with him but makes decisions regarding his recommended compensation without him present.

The Compensation Committee has authorized Mr. R. Warzala to make salary adjustments for all employees other than Named Executive Officers and other key management. Additionally, the Compensation Committee has from time to time delegated to Mr. R. Warzala the authority to grant

restricted stock awards to employees other than Named Executive Officers or key management in limited annual amounts. Such awards made by Mr. R. Warzala are generally intended to be used for employee recruiting, employee retention and promotion purposes.

Under the direction of the Compensation Committee, the Company has retained Burke Capital Group, an independent compensation consultant, to prepare a study that provided input on trends in executive compensation and an outside perspective on the Company's executive compensation philosophy, programs and practices, while periodically assisting with the Compensation Committee's peer group benchmarking analysis.

The Compensation Committee has the sole authority to retain and terminate the compensation consultant and to approve the compensation consultant's fees and all other terms of the engagement. The Compensation Committee exercised this authority to engage Burke Capital Group.

The Compensation Committee regularly reviews the independence of, and services provided by its outside consultants and has concluded that Burke Capital Group is independent in providing executive compensation consulting services. The Compensation Committee reviews its relationship with Burke Capital Group at least annually and in 2024 determined that Burke Capital Group's work for the Compensation Committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC and the Nasdaq Global Market. Burke Capital Group does provide actuarial services on behalf of the Company for a defined benefit pension at Motor Products - Owosso. In 2024, the total fees for these services were approximately $17,500 and were taken into account by the Compensation Committee in making its independence determination.

The Company made no material changes to its compensation program for Named Executive Officers for 2024.

The key elements and targets of executive compensation are:

officer's then annual salary divided by the fair market value (closing Company stock price) on the grant date. In 2024, the Compensation Committee approved the award of 17,680 shares for Mr. R. Warzala (75% of annual salary), 1,260 shares for Mr. Bendre (7.5% of annual salary), 1,574 shares for Mr. S. Warzala (10% of annual salary), and 3,209 shares for Mr. Leach (22.5% of annual salary). Messrs. Michaud and Pirthauer did not participate in the PSP in 2024. The PSP awards are each in the form of restricted stock. The number of shares that were earned with respect to the 2024 PSP ranged from 0% to 100% of target based on the EBITDA performance goals established by the Compensation Committee for each specific business unit. The remaining unearned shares under the 2024 PSP were forfeited in accordance with the terms of the plan.

(iii) Executive Stock Incentive Plan (formerly LTIP). The Executive Stock Incentive Plan ("XSIP") is a multi-year pay-for-performance incentive program. The Company has had an LTIP since 2013 and has been extended from time to time as performance goals were achieved.

Beginning in 2022, the Compensation Committee established a new LTIP and later renamed it XSIP. XSIP expanded the list of eligible participants thereunder to improve retention and better align the interests of a larger group of key executives with shareholders. The 2024 annual target XSIP for each of the Company's Named Executive Officers is a percentage of their base compensation. Awards under the XSIP continue to be based upon the achievement of total Company revenue growth, however, the awards for certain participants will be based, in whole or in part, on revenue growth at a specific unit level.

The Committee established revenue targets under the XSIP for both the Company, on a consolidated basis, and for specific units. Awards for the Company's Chief Executive Officer, Chief Financial Officer, and Chief Growth Officer will be paid at target if the Company's revenue, on a consolidated basis, increase by 33.3% over the four-year period ending December 31, 2027. The target for the Allient Orion Group has been set at a cumulative revenue increase of 26.7% over the same period.

The XSIP performance criteria will be measured after the end of each year of the performance period and the number of shares that will be granted with respect to a performance period will be calculated based on the Company stock price (closing price) as measured at the beginning of the applicable performance period. When calculating the increase in revenue, the Company will make appropriate adjustments to account for any acquired revenue for which an XSIP award has previously been made. The restricted stock awards will vest over a two-year period after the year of the performance period. If the recipient's employment with the Company is terminated due to cause or voluntary resignation, any unvested XSIP shares will be forfeited.

All U.S. based Named Executive Officers participate in the XSIP.

There were no shares earned under the XSIP as a result of not meeting the XSIP revenue goals during 2024.

The Company provides Named Executive Officers with perquisites and other benefits that the Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program. The Compensation Committee periodically reviews the levels of perquisites and other benefits provided to executive officers. Mr. R. Warzala is provided with exclusive use of a company automobile, an annual physical and $500,000 of life insurance plus a $24,500 annual payment to be used to purchase additional life insurance for which he may designate the beneficiaries.

The Company generally provides employees with medical, life and disability insurance benefits. All employees in the United States are eligible to participate in the Company's 401(k) Plan to

performance-based remuneration provided pursuant to a written binding contract that was in effect on November 2, 2017 provided that such contract is not materially modified after that date.

The Company monitors the application of Section 162(m) and the associated Treasury regulations on an ongoing basis and the advisability of qualifying executive compensation for deductibility. Notwithstanding the repeal of the exemption for "performance-based compensation," the Compensation Committee intends to maintain its commitment to structuring the Company's executive compensation programs in a manner designed to align pay with performance.

The Company's Board has adopted a Clawback Policy in compliance with the final clawback rules adopted by the SEC and the listing standards, as set forth in NASDAQ Listing Rule 5608. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in SEC Rule 10D-1 ("Covered Officers") of the Company in the event that the Company is required to prepare an accounting restatement to correct a material error,

in accordance with the applicable rules. The recovery of such compensation applies regardless of whether a Covered

payable ratably on a quarterly basis in arrears. Additionally, each non-employee director is reimbursed for his or her expenses in connection with attendance at each meeting.

Non-employee directors also receive a quarterly award of stock under the 2017 Omnibus Incentive Plan. The quarterly award consists of shares of the Company's common stock with a value of $22,110 as of the date of the annual meeting and on the date of, and as of immediately prior to, each quarterly Board meeting thereafter until the next succeeding annual meeting. Directors who are appointed to the Board outside of the annual meeting of shareholders receive a pro rata amount of the quarterly award for the quarter in which the director is elected or appointed.

The following table shows the compensation paid by the Company to each non-employee director for 2024.

We are a party to the following employment agreements with our Named Executive Officers:

Michael R. Leach retired from his position as Senior Vice President and Chief Financial Officer effective June 3, 2024. Mr. R. Warzala's employment will remain effective until January 2, 2026. Pursuant to the employment agreements with each of Messrs. Michaud, Bendre, and S. Warzala, each executive serves for a term ending on December 31, 2025, which is automatically extended for additional one-year periods unless either party gives notice of nonrenewal 180 days in advance of the annual renewal date.

Under the terms of Mr. Pirthauer's employment agreement, the Company may not terminate the employment agreement prior to December 31, 2027 without cause. Thereafter, either party may terminate the agreement as follows: (i) if notice is given between January 1 and June 30, the agreement will terminate at the end of the year and (ii) if notice is given between July 1 and December 31, the agreement will terminate at the end of the sixth full month after notice is given.

Each of our Named Executive Officers is eligible to receive annual incentive bonuses as our Compensation Committee may determine based upon our results of operations and other relevant factors. Our Named Executive Officers also generally entitled to participate in our employee benefit plans. Under the employment agreements, each of our Named Executive Officers is entitled to receive fringe benefits in line with our present practice relating to the officer's position, including the use of a Company automobile or a monthly automobile allowance.

The Company utilizes stock based awards for short and long-term incentives. In making its determination regarding the grant of stock based awards, the Board considers, among other things, each Named Executive Officer's responsibilities, efforts and performance in relation to the business plan and forecast, the relationship between the benefits of restricted stock and improving shareholder value, the development and performance of the Company's products in the marketplace and an increase in the trading price per share of the Company's common stock. The Board also considers customary business practices and short and long-term incentive plan benefits granted in comparison to such benefits provided to other executives in similar positions.

Our Named Executive Officers have arrangements that provide for payments and other benefits if the Named Executive Officer's employment terminates under certain circumstances. We believe that these payments and other benefits are important to recruiting and retaining our Named Executive Officers, as many of the companies with which we compete for executive talent provide for similar payments to their senior employees. Additional information regarding these payments and other benefits is found under the heading "Potential Payments upon Termination or Change in Control."