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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.             )

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ALLIED MOTION TECHNOLOGIES INC.

495 Commerce Drive, Suite 3

Amherst, New York 14228

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 1, 20195, 2021

To the Shareholders of Allied Motion Technologies Inc.:

You are hereby notified that the 20192021 Annual Meeting of Shareholders of Allied Motion Technologies Inc. (the “Company”) will be held virtually on Wednesday, May 1, 20195, 2021 at 2:9:00 p.m.a.m. (Eastern Time) at. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/AMOT2021, where you will be able to listen to the Company’s offices, 495 Commerce Drive, Suite 3, Amherst, New York 14228. meeting live, submit questions and vote online.

At this meeting, the shareholders will be asked to act on the following matters:

1.                                      To elect seven directors of the Company;

2.                                      To provide an advisory approval of the compensation of our named executive officers;

3.                                      To indicate a preference on the frequency of the advisory vote to approve the compensation of our named executive officers;

4.                                      To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year; and

5.                                      To transact such other business as may properly come before the 2019 Annual Meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 12, 201910, 2021 are entitled to notice of and to vote at the 20192021 Annual Meeting and any adjournment thereof.

The Board of Directors of the Company extends a cordial invitation to all shareholders toTo attend the 2019 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 it is important that your sharesthe shareholder of record may be represented atvoted electronically during the meeting.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 attend the Annual Meeting online, we recommend that you are strongly encouraged to mark, date, sign and mail the enclosedvote by proxy in advance so that your vote will be counted if you later decide not to participate in the return envelope provided asAnnual Meeting. The Annual Meeting will begin promptly as possible.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.

If your shares are held in street name and YOU do not vote your shares, your broker or other nominee generally can no longer vote them for you and your shares will remain unvoted. THEREFORE, IT IS VERY IMPORTANT THAT YOU VOTE YOUR SHARES FOR ALL PROPOSALS.

DATED: April 1, 20197, 2021

Important Notice Regarding the Internet Availability of Proxy Materials: This Proxy Statement and the Company’s Annual Report are available on the Internet at https://materials.proxyvote.com/019330.

THIS IS AN IMPORTANT MEETING. ALL SHAREHOLDERS ARE URGED TO VOTE.

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Can I change my vote after I return my proxy card?have voted?

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

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If your shares are held by a nominee and you seek to vote shares in person at the Annual Meeting, you must bring to the Annual Meeting a written statement from the nominee confirming the shareholder’s beneficial ownership of a stated number of shares and that such shares have not been voted by the nominee. Your virtual attendance at the Annual Meeting will not in itselfautomatically revoke your proxy.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.

Will anyone contact me regarding this vote?

Solicitation of proxies for use at the Annual Meeting may be made in person or by mail, telephone or telegram, by directors, officers and regular employees of the Company. Such persons will receive no special compensation for any solicitation activities. We will request banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries to forward solicitation materials to the beneficial owners of Common Stock held of record by such entities, and we will, upon the request of such record holders, reimburse reasonable forwarding expenses.

Who has paid for this proxy solicitation?

The Company has paid the entire expense of this proxy statement and any additional materials furnished to shareholders.

May shareholders ask questions at the Annual Meeting?

Yes. There will be time allotted at the end of the meeting when Company representatives will answer questions from the floor.

How can I obtain a copy of this year’s Annual Report on Form 10-K?

A copy of the Company’s 20182020 Annual Report to Shareholders, including financial statements for the fiscal year ended December 31, 2018,2020, accompanies this Proxy Statement. The Annual Report, however, is not part of the proxy solicitation material. A copy of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) may be obtained free of charge by writing to Allied Motion Technologies Inc., 495 Commerce Drive, Suite 3, Amherst, New York 14228, Attention: Secretary or by accessing the “SEC“Investors/SEC Filings” section of the Company’s website at www.alliedmotion.com. In addition, the Proxy Statement and Annual Report are available on the internet at https://materials.proxyvote.com/019330.

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts at the transfer agent or with stockbrokers. Please complete and returnvote ALL proxy cards to ensure that all your shares are voted.

When was this proxy statement mailed?

This proxy statement, the enclosed proxy card and the Annual Report were mailed to shareholders beginning on or about April 3, 2019.7, 2021.

Can I find additional information on the Company’s website?

Yes. Our website is located at www.alliedmotion.com. Although the information contained on our website is not part of this proxy statement, you can view additional information on the website, such as our code of ethics, corporate governance principles, charters of board committees and reports that we file with the SEC. A copy of our code of ethics and business conduct policy, corporate governance principles and each of the charters of our board committees may be obtained free of charge by writing to Allied Motion Technologies Inc., 495 Commerce Drive, Suite 3, Amherst, New York 14228, Attention: Secretary.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Director Qualifications and Biographical Information

The biography of each director nominee below contains information regarding that person’s principal occupation, positions held with the Company, service as a director, business experience, other director positions currently held or held at any time during the past five years, involvement in certain legal or administrative proceeding, if applicable, and the experiences, qualifications, attributes or skills that caused our Governance and Nominating Committee to conclude that the person should serve as a member of our Board of Directors.

Linda P. Duch, age 64—Ms. Duch was appointed a director of the Company in September 2018.  Since 2006, Ms. Duch has served as president of Partners for Business, a firm that invests in small to medium size companies looking for capital to expand or restructure their balance sheet. Ms. Duch also selectively engages in consulting assignments for strategic planning, executive coaching, and sales and marketing. Prior to Partners for Business, Ms. Duch was with KeyCorp for fourteen years. During her tenure, she served as President of the Bank’s Western New York district and later as the National Executive for District Management. That role involved coaching district presidents in major markets nationally and developing performance management systems and programs to profitably build market share. Prior to KeyCorp, she spent sixteen years at Empire of America, a multi-state financial institution. Ms. Duch currently serves on the Board of Directors of Merchants Mutual Insurance Company where she chairs the Audit Committee and serves on the Investment Committee.  Her broad business and director experience, along with the diversity she brings to the Board, provide her with the tools and perspective to make significant contributions as a Board member.

Richard D. Federico, age 64—Mr. Federico has over forty years of operational, strategy and investment experience. He has served as a director since February 2012 and as Lead Director for the past three years. Since March 2016 Mr. Federico has been the Chairman and CEO of Microsonic Solutions LLC, a science and technology company. In addition, from November 2012 he has been the Founder and Chairman at Cetan Partners, an investment and advisory firm. From June 2014 to April 2016 he was a Partner and later a Senior Advisor at TZP Group, a leading mid-market private equity firm, where he led the growth advisory practice. He spent the prior ten years as a Senior Advisor and Managing Director in private equity with Sterling Partners, where he served as an investment partner and additionally worked with a number of Sterling portfolio investments to build, capture and maximize best-in-class practices across the firm and instituted effective governance at the portfolio level. His background also includes senior management positions with companies including Thermo Fisher, The Millard Fillmore Health System, The Science Kit Group and KPMG. He currently is and has been involved with numerous private and non-profit boards. His operational, financial, technology and investment experience, knowledge of capital markets and experience on other public and private company boards prepare him to give the Board his views on strategic, operational and financial and advanced technology related matters.

Gerald J. (Bud) Laber, age 75—Mr. Laber has served as a director of the Company since November 2010. He has been a private investor since 2000, when he retired after 33 years of service with Arthur Andersen LLP. He was an audit partner with Arthur Andersen LLP from 1980 until retiring in 2000. Mr. Laber is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Colorado Society of Certified Public Accountants. Mr. Laber is currently on the board of directors and chair of the audit committee and member of the compensation and governance committees of Scott’s Liquid Gold. He was on the board and chair of the audit committee and member of the compensation and governance and nominating committees for Boulder Brands Inc. from May 2005 through January 2016 when the company was acquired. He served as President of the Catholic Foundation of Northern Colorado from January 2008 until November 2012. He previously served on the Board of Directors and as Chair of the Audit Committee of Spectralink Corporation from April 2004 to March 2007 when the company was acquired, and served on the Board of Directors and Audit Committee of Applied Films Corporation from July 2004 to July 2007 when the company was acquired. He brings to the Board extensive experience in accounting, financial matters and strategic planning and his experience as a director of other public companies gives him insight into governance and related best practices which enable him to make significant contributions as a Board member.

Richard D. Smith, age 71—Mr. Smith has served as a director of the Company since August 1996. Mr. Smith has broad executive management experience with the Company and extensive knowledge and experience in accounting and financial matters. He served as Chief Financial Officer from June 1983 until December 1, 2012, as Chief Executive Officer from August 1998 until May 2009 and as Executive Chairman of the Board of Directors from May 2009 until his retirement in March 2013. Mr. Smith served as non-executive Chairman of the Board from March 2013 until February 2014. He provides valuable insight to the Board with respect to the historical and future direction of the Company based on his many years of experience on the Board together with his decades of experience in the industry.

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James J. Tanous, age 71—Mr. Tanous has served as a director of the Company since May 2014. He is currently the Executive Director of the Prentice Family Foundation, a not-for-profit foundation whose primary mission is to promote the economic development of the Western New York area, a position he has held since January 1, 2014. From April 2007 through June 2013 he served as Executive Vice President, Secretary and General Counsel of Erie Indemnity Company, a publicly traded Fortune 500 company that manages the property and casualty and life insurance companies that comprise the Erie Insurance Group. Prior to joining Erie Indemnity Company, Mr. Tanous was a Partner and Chairman of Jaeckle Fleischmann & Mugel, LLP, a law firm headquartered in Buffalo, New York where he represented numerous public and private companies for over 30 years. His decades of experience as a counselor to public and private companies and broad based legal expertise are important to the Board of Directors.

Richard S. Warzala, age 65—Mr. Warzala has a strong management and technical background in the motion control industry and has served as a director of the Company since August 2006 and as Chairman of the Board since February 2014. Mr. Warzala joined Allied Motion as President and Chief Operating Officer in May 2002 and was appointed President and Chief Executive Officer in May 2009. Prior to joining Allied Motion, 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. Pursuant to his employment agreement, as long as Mr. Warzala is Chief Executive Officer and is willing to serve, the Board of Directors will nominate him for election to the Board. His leadership experience and Company and industry knowledge, with 32 years of motion experience, provide valuable insight to the Board of Directors in formulating and executing the Company’s strategy.  Mr. Warzala has also served on the Board of Directors of Astronova, Inc. since December 2017.

Michael R. Winter, age 65—Mr. Winter was appointed a director of the Company in July 2014. Mr. Winter is a former partner in the Buffalo, New York office of PricewaterhouseCoopers LLP (“PwC”), serving in that role from 1987 until his retirement in June 2014. During his tenure, Mr. Winter was responsible for leading the delivery of assurance services to public entities with experience serving many sectors including Consumer and Industrial Products Manufacturing, Energy and Healthcare. Since 2010 he was also a member of the PwC National Office based in New Jersey, which serves as support for all PwC U.S. practice offices. Mr. Winter served on the Board of Directors of Gas Natural, Inc. (EGAS) from October 2014 through its sale in August 2017.  His accounting and business expertise, including an in-depth understanding of the preparation and analysis of financial statements, makes him highly qualified to serve as a director.

Independent Directors

Under the corporate governance standards of the Nasdaq Global Market, at least a majority of our Directors, and, except in limited circumstances, all of the members of our Audit Committee, Compensation Committee and Governance and Nominating Committee, must meet the test of “independence” as defined by Nasdaq. The Nasdaq standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the Board of Directors must affirmatively determine that a director has no material relationship with the Company. The Board of Directors has determined that each director nominee, other than Mr. Warzala, and Mr. Smith, satisfies the bright-line criteria and that no other director or nominee has a relationship with the Company that would interfere with such person’s ability to exercise independent judgment as a member of our Board.

Board Leadership Structure

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. 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. 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 an additional independent leadership role,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. TheUnder 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

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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 the Board and Committee level. Fivelevels. Six of the seven director nominees are considered independent under the corporate governance standards of the Nasdaq Global Market. All of our Directors are freeencouraged 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 Directorsdirectors and assure independent oversight of management. Moreover, our Audit Committee, 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.

Shareholder Communication With with the Board

We provide an informal process for shareholders to send communications to the Board of Directors. Shareholders who wish to contact the Board of Directors or any of its members may do so in writing to Allied Motion Technologies Inc., 495 Commerce Drive, Suite 3, Amherst, New York 14228. Correspondence directed to an individual board member will be referred to that member. Correspondence not directed to a particular board member will be referred to the Lead Director.

Committees and Meeting Data

The Board of Directors has a standing Audit Committee, 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.alliedmotion.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 teneight meetings during 20182020 and consisted of Messrs. Winter (Chairman)(Chair), Laber,Engel and Tanous and Tevens for the full year. Ms. Duch joined the committee in October 2018.Duch. Each member of the Audit Committee meets the current independence and experience requirements of Nasdaq and the SEC. Mr.Messrs. Winter hasand Engel have each been designated as an “Audit Committee financial expert” in accordance with the SEC rules and regulations and qualifies as a financially sophisticated audit committee member under the Nasdaq listing standards. See “Report of the Audit Committee” below.

The 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 Compensation Committee also reviews and approves, or recommends to the Board for their approval, all awards granted under the Company’s stock incentive plan and performs other functions regarding compensation as the Board may delegate. In 2018,2020, under the direction of the Compensation Committee, the Company retained The Burke Group, an independent compensation consultant, to report on peer compensation plans and provide guidance and feedback on compensation plan alternatives being considered by the Company and the Compensation Committee. The Compensation Committee met teneight times during 20182020 and consisted of Mr. Tevens (Chairman since May 2018), Messrs. Federico (Chair) Engel and Laber and Ms. Duch (since October 2018).Duch.

The Governance and Nominating Committee of our Board of Directors (i) monitors and oversees matters of corporate governance, including the evaluation of Board performance and processes and the “independence” of directors, and (ii) selects, evaluates and recommends to the Board qualified candidates for election or appointment to the Board and each Committee of the Board. The committee met fivesix times during 20182020 and consisted of Messrs. Tanous (Chairman)(Chair), Federico and Winter.

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BoardRisk Oversight of Risk Management

The Board of Directors oversees ourbelieves that the control and management of risk are primarily responsibilities of senior management process. Thisof the Company. As a general matter, the entire Board of Directors is responsible for oversight is primarily accomplished throughof this senior management function. In certain instances, the Board’s committees and management’s reporting processes. We do not haveBoard of Directors has delegated oversight of specific risks to a formal risk committee; however, ourBoard Committee. The Audit Committee is responsible for overseeingthe oversight of risks arising out of accounting, financial reporting and related activities and is primarily responsible for ensuring that the Board exercises adequate oversight ofactivities. The Compensation Committee annually reviews the Company’s enterprise risk management process. Our Compensation Committee reviews compensation agreementsarrangements to confirm that compensation plans, especially incentive pay arrangements, do not encourage or create opportunities for unnecessary risk-taking and ourrisk-taking. The Corporate Governance and Nominating Committee is tasked with the oversight of the Company’s strategies, activities, and policies regarding sustainability and other environmental, social and governance related matters, and the Corporate Governance and Nominating Committee also 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.

In connection with the oversight of risk management, the Board and its Committees regularly receive presentations from senior management of the Company with respect to various risks attendant to the Company’s business, the appropriate risk appetite, and risk mitigation strategies. The Board also is regularly updated on the Company’s strategy and strategic goals, which updates include management’s analysis of the key risks that management analyzed in connection with the 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 specific risks on which the Board and the Committees are periodically briefed or receive reports which include but are not limited to:

Environmental, Social and Governance (“ESG”) Matters.

The Company is committed to responsible and sustainable business practices that consider the best interests of our customers, employees, suppliers, communities, and other stakeholders. As a global company, our stakeholders and business locations are diverse. The Company fully understands the expectations associated with this diversity and policies are in place to provide the fundamental practices for our daily operation and other responsibilities of all the Company’s employees.

The Company has a Social Responsibility Policy that is predicated upon creating value for our core constituencies through the development and application of “Motion Solutions That Change the Game”. This policy, along with other information regarding the Company’s Environmental, Health and Social responsibility disclosures is located on the Company’s website at www.alliedmotion.com/environmental-health-and-social-responsibility/. The Company creates value for its constituencies as follows:

The following are examples of things that the Company does in the conduct of its business that further its Social Responsibility Policy:

Environmental - The Company is committed to minimizing the impact of its activities on the environment. The Company believes it meets or exceeds all governmental environmental regulations in all jurisdictions in which it operates. All the Company’s significant manufacturing facilities have ISO 14001 certifications. The Company continues to look for areas in which it can improve its processes and programs to further reduce its environmental impact.

Employee Health and Safety - The Company complies in all respects with the national and local laws of the jurisdictions in which we operate regarding workers safety and health. The Company strives to continuously improve employee health and safety through consistent measurement and reporting on progress and leading indicators. It has programs that emphasize that each employee in the organization is responsible for safety in the workplace. The Company provides a comprehensive safety program that focuses on a zero-incident mindset by providing ongoing training opportunities and review of safety activities and initiatives. This clearly visible effort encourages employee engagement and active management and leadership involvement.

Human Capital Management – The Company believes that our workforce is one of our greatest assets, and it has a proactive human capital management and talent development program. The Compensation Committee is responsible for oversight of the Company’s human capital management and talent development programs.

Diversity and Inclusion - 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 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 diversity and inclusion initiatives in the communities where it is located. The Company is committed to identify a talented and innovative workforce by building a diverse and inclusive pipeline of talent. The Compensation Committee is responsible for the oversight of the Company’s diversity and inclusion 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 Board has adopted a Code of Business Conduct and Ethics Policy which applies to all employees, directors, and officers. 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 Company and the Board of Directors take seriously the Company’s commitment to ESG matters. In addition to the commitment of the senior leadership of the Company to such matters, the Company’s Corporate Governance and Nominating Committee provides oversight of ESG matters.

Nominating Procedures

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.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 Bylaws and 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.  Mr. Laber is being nominated for election to the Board at the 2019 Annual Meeting, although he is age 75. Based on the recommendation of the Governance and Nominating Committee, the Board has waived the mandatory retirement requirement for Mr. Laber for this year as he is a key Board member, serving on both our Audit and Compensation Committees.  Should Mr. Laber be reelected by our shareholders to serve on our Board for an additional term beginning May 1, 2019, we expect that he will not stand for reelection at the 2020 annual meeting.

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 and diversity of opinion. 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 20202022 Annual Meeting.”

Board Attendance at Meetings

The Board of Directors held fivesix meetings in 2018.2020. Our Independent Directors meet in executive session without management directors or management present. These sessions generally take place prior to or following regularly scheduled board meetings. The directors met in such sessions four times during 2018.2020. Our Corporate Governance Principles provide that all directors are expected to regularly attend all meetings of the Board and the Board committees on which he serves. In 2018,2020, each director attended 100% of the total number of meetings of the Board of Directors, except for Mr. Laber who was unable to attend one meeting, and substantially all (greater than 93%(88%) of the total number of meetings held by committees of the Board of Directors on which he or she served. In addition, each director is expected to attend the Annual Meeting of Shareholders. In 2018,2020, the Annual Meeting of Shareholders was attended by all of the directors then in office.

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Compensation Committee Interlocks

As noted above, the Compensation Committee is comprised of four independent Directors: Messrs. Engel, Federico, Laber and Tevens and Ms. Duch. No member of the Compensation Committee is or was formerly an officer or an employee of the Company. No executive officer of the Company serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Board of Directors, nor has such interlocking relationship existed in the past.

Director Compensation in 2018

Under the Company’s director compensation program, each non-employee director receives an annual cash retainer of $46,350, paid quarterly. The chairperson of the Audit Committee receives an additional $12,875 annual cash retainer and other members of the Audit Committee receive an additional annual cash retainer in the amount of $7,725. The chairperson of the Compensation Committee and the Corporate Governance and Nominating Committee each receive an additional $8,240 annual cash retainer and other members of those committees will receive an additional annual cash retainer in the amount of $5,150. The Lead Director receives an additional $20,600 annual cash retainer.  All cash retainers are payable ratably on a quarterly basis.  Additionally, each non-employee director is reimbursed for his or her expenses in connection with attendance at each meeting.

Non-employee directors also receive an annual award of restricted stock under the 2017 Omnibus Incentive Plan. The annual award consists of shares of the Company’s common stock with a value of $51,500 as of the date of grant. The Lead Director receives an additional award of restricted stock with a value of $10,300 as of the date of grant. Directors who are appointed to the Board outside of the annual meeting of shareholders receive a pro rata amount of the annual award. These restricted shares will vest over a twelve-month period upon the performance of future service as a director, subject to certain exceptions.

The following table shows the compensation paid by the Company to each non-employee director for 2018.

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Ownership Guidelines for Directors and Officers

In order to enhance the alignment of the interests of the directors and management with shareholders, the Company has instituted ownership guidelines for directors and officers. Each director who has served for at least five years should own shares of Common Stock with a market value of a minimum of three times the annual cash and stock retainer fee payable to a director. Within five years of their election, officers of the Company are required to own shares of Common Stock having a market value equal to or greater than the following multiples of their base salary: (1) President and Chief Executive Officer: five times annual base salary; (2) Chief Financial Officer and Vice President of Operational Excellence:Group Presidents: three times annual base salary; and (3) all other Section 16 officers: one times annual base salary.

PROPOSALS TO BE VOTED ON

Proposal 1 —– Election of Directors

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 eightseven members: Linda P. Duch, Robert B. Engel, Richard D. Federico, Gerald J. (Bud) Laber, Richard D. Smith, James J. Tanous, Timothy T. Tevens, Richard S. Warzala and Michael R. Winter. Ms. Duch and Mr. Tevens isLaber are not standing for re-election to the Board after hiseach of their current term expires immediately prior to the Annual Meeting. Accordingly,Stephen C. Finch and Nicole R. Tzetzo are new director nominees nominated to fill the number of authorizedresulting vacancies and Messrs. Engel, Federico, Tanous, Warzala and Winter are incumbent directors will be reduced to seven and allstanding for re-election. All seven 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 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 seven nominees named below,above, each of whom was nominated by the Board based on the recommendation of our Governance and Nominating Committee. Each nominee is an incumbent director standing for re-election and allAll 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.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.

Proposal 2 —– Advisory Vote on Executive Compensation

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 Securities and Exchange CommissionSEC 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

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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 Allied Motion Technologies 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 Compensation Committee expect to consider the outcome of the vote, along with other relevant factors, when considering future compensation programs.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE FOREGOING RESOLUTION. UNLESS OTHERWISE INSTRUCTED, PROXIES WILL BE VOTED “FOR” THE APPROVAL.

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

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 2013, 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 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.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS AN ANNUAL EXECUTIVE COMPENSATION ADVISORY VOTE. UNLESS OTHERWISE INSTRUCTED, PROXIES WILL BE VOTED FOR A FREQUENCY OF EVERY ONE YEAR.

Proposal 4 —– Advisory Vote on the Ratification of Independent Registered Public Accounting Firm

The Audit Committee is responsible for the appointment, fees and oversight of the Company’s independent registered public accounting firm. In 2018, as part of its governance oversight, the Audit Committee conducted a comprehensive, competitive process to select the company’s independent registered public accounting firm.  The Audit Committee invited several public accounting firms to participate in this process, including EKS&H LLP. As a result of this process, on August 1, 2018, the Audit Committee approved the appointment of Deloitte & Touche LLP has served as the company’s independent registered public accounting firm for the fiscal year ending December 31,Company since August 2018. This action effectively dismissed EKS&H as the Company’s independent registered public accounting firm.

The audit reports of EKS&H LLP on the Company’s financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.  During the previous two most recent fiscal years and through August 1, 2018, there were no disagreements with EKS&H LLP on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EKS&H LLP, would have caused

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EKS&H LLP to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such periods.  Also during the two most recent fiscal years and through August 1, 2018, there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K. The Company requested that EKS&H LLP furnish it with a letter addressed to the SEC stating whether or not EKS&H LLP agreed with the above statements. A copy of such letter, dated August 1, 2018, was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on August 7, 2018.

During the Company’s two most recent fiscal years and through August 1, 2018, neither the Company nor anyone acting on its behalf consulted with Deloitte & Touche regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

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 2019.2021.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION. UNLESS OTHERWISE INSTRUCTED, PROXIES WILL BE VOTED “FOR” THE RATIFICATION.

EXECUTIVE OFFICERS

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 65—67—Mr. Warzala has served as director of the Company since August 2006 and as Chairman of the Board since February 2014. Mr. Warzala joined Allied Motion as President and Chief Operating Officer in May 2002 and was appointed President and Chief Executive Officer in May 2009. Prior to joining Allied Motion, 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.

Michael R. Leach, age 50—52—Mr. Leach was named Vice President and Chief Financial Officer of the Company in August 2015.2015 and was promoted to Senior Vice President in July 2020. Prior to joining Allied Motion, Mr. Leach served for six years as the Executive Vice President and Chief Financial Officer for Osmose Holdings, Inc. Previously, he was with Cytec Industries for eight years where he progressed to the position of North American Operations Controller for Cytec Specialty Chemicals and eight years with Belko Corporation, a division of Alco Industries, where he was the Vice President of Finance and Administration.

Robert P. Maida, age 54—56—Mr. Maida was named Senior Vice President & President of Allied Innovum Group in July 2020. Prior to that he served as Vice President of Operational Excellence of the Company, ina position he held since August 2015. Mr. Maida served as Chief Financial Officer from December 2012 until August 2015. Prior to joining Allied Motion, he worked for over two years as the Director of Finance for Avox Systems, Inc., a subsidiary of Zodiac Aerospace. For the ten years prior to that, Mr. Maida held several positions with API Motion / Danaher Motion where he progressed to the position of Director of Finance for the Applied Products Group of Danaher Motion, a subsidiary of Danaher Corporation. Prior to that, he was the Vice President of Finance for Great Lakes Industries, Inc. and the Director of Finance of BRC, a division of Bryce Corporation.

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TableAshish R. Bendre, age 52—Mr. Bendre was named Vice President & President of ContentsAllied Orion Group in July 2020. He has led the Allied Motion 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 Allied Motion/TCI, Mr. Bendre served as the Director of Technology for DRS Power & Control Technologies, a division of Leonardo DRS focused on naval power conversion. Before joining DRS Technologies in 2003, he worked in various technical roles of increasing responsibility for a decade at several electronic manufacturers in Wisconsin.

Kenneth R. WymanHelmut D. Pirthauer, age 76—51—Mr. WymanPirthauer was named Vice President & President of Allied Dynamos Group in July 2020. He joined Allied Motion 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.

Geoffery C. Rondeau, age 49—Mr. Rondeau was named Vice President of MarketingOperational Excellence in July 2020. Prior to that he served as a General Manager of the Company in February 2003. He was designatedCompany’s North American Mechatronics Group, a position he held since September 2014. Prior to joining Allied Motion, he worked for over three years as an executive officer in February 2005. From 2000the General Manager for Excelco Newbrook. For the fifteen years prior to 2002,that, Mr. Rondeau held several positions with API Motion/Danaher Motion where he was Vice Presidentprogressed to the position of MarketingDirector of Engineering for the Motion ComponentsApplied Products Group of Danaher Corporation. In 1995, Mr. Wyman joined API Motion, as Directora subsidiary of Marketing, and later was named Vice President of Marketing.Danaher Corporation.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) reports on the Company’s performance in 2020, the executive compensation earned in light of that performance, and the performance metrics and other relevant factors the Compensation Committee used in making its compensation decisions with respect to our Chief Executive Officer and President, Chief Financial Officer, and the Presidents of Allied Innovum Group, Allied Dynamos Group and Allied Orion Group (collectively, the “Named Executive Officers”).

Compensation Philosophy and Objectives

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

Our Compensation Committee seeks to develop a well-balanced compensation program that not only contains a competitive fixed pay element through annual base salary, but that is weighted more towards variable at-risk pay elements through the use of 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 Board maintains governance practices and oversight of our executive compensation philosophy. The following governance practices were in place during fiscal 2020, and these practices, among other elements of our compensation program, aid in mitigating risk associated with our compensation program.

	What We Do:			What We Don’t Do:
	Pay for performance. As demonstrated in the Elements of Executive Compensation, a significant portion of executive pay is not guaranteed, but rather tied to key financial metrics that measure our performance and are disclosed to our shareholders.			No significant perquisites. The benefits our Named Executive Officers receive in the form of health insurance, life insurance, and Company matching contributions to the 401(k) Plan are the same benefits generally available to all our employees. The CEO also receives a supplemental life insurance benefit, a physical exam and use of a Company automobile.  All other Named Executive Officers receive a physical exam and an automotive allowance.
	Target the following market positions for Named Executive Officers: Base Salary            -   At Market Annual Incentive   -   At Market for the achievement of target Equity Program     -   Slightly Above Market when performance is achieved			No hedging, pledging, or short sales transactions permitted. The Company’s Insider Trading Policy prohibits Company directors, officers and certain designated employees from (i) engaging in any hedging or monetization transactions involving Company securities or from purchasing or selling any put or call option contract or similar instrument with respect to Company securities and (ii) pledging Company securities as collateral for a loan or holding such shares in a margin account.
	Mitigate undue risk in compensation programs. The executive compensation program includes features that reduce the possibility of the Named Executive Officers, either individually or as a group, making excessively risky business decisions that could maximize short-term results at the expense of long-term value.  The Compensation Committee annually reviews our compensation arrangements, especially the incentive compensation arrangements, to confirm that such arrangements do not encourage undue risk taking.			No excessive Severance Benefits.
	Balance of short-term and long-term incentives. Our incentive programs provide an appropriate balance of annual and long-term incentives.			No use of non-performance based pay other than base salary and limited perquisites.
	Stock Ownership Guidelines. The Company has stock ownership guidelines for Named Executive Officers.  The President and CEO must have ownership of at least five times base salary, and the CFO and Group Presidents at least three times base salary.  Each subject individual must meet or exceed his or her requisite threshold immediately prior to any disposition of shares obtained through an equity grant, other than shares used to pay applicable withholding taxes.
	Include recoupment and other forfeiture provisions in our annual incentive programs and equity-award provisions. Our annual incentive program and equity-based compensation agreements contain certain recoupment, non-compete, and other forfeiture provisions that will allow the Company to cancel all or any outstanding portion of equity awards and recover the payouts under the annual incentive program, gross value of any vested restricted shares, or profits from exercises of options.
	Utilize an independent compensation consulting firm. The Compensation Committee benefits from its use of an independent compensation consulting firm, which provides minimal other services to the Company.

Compensation Program and Design

We use a combination of compensation elements, including base salary, the annual incentive program and an equity program.  Each element and the related compensation decisions and results for fiscal 2020 are summarized below and detailed summaries follow in the CD&A.

At-Risk Compensation Mix.

The graphics below illustrate the mix of 2020 fixed pay (base salary) and at-risk pay incentives (cash incentive compensation and equity awards), presented at target, for our Chief Executive Officer and the average for our other Named Executive Officers. At-risk pay incentives constitute the majority of the total compensation package for our Named Executive Officers, consistent with a pay-for-performance compensation philosophy, as discussed above. We believe that linking a substantial portion of our Named Executive Officers’ total compensation to at-risk pay rewards the achievement of key short- and long-term performance goals and strongly aligns the interests of our executive officers, including our Named Executive Officers, with those of our shareholders. A larger portion of our Chief Executive Officer’s total compensation was linked to at-risk pay as compared to the other Named Executive Officers, in recognition of our Chief Executive Officer’s overall responsibility for our corporate performance.

Role of the Compensation Committee

The Compensation Committee of the Board, which is comprised of independent directors, establishesis charged with oversight of the Company’s philosophy, policies and practices regarding annual and incentive compensation philosophy.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.alliedmotion.com.www.alliedmotion.com/corporate-governance/.  The Compensation Committee ensures that the total compensation of the Company’s executive officersNamed 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 executive officersNamed Executive Officers and other key management. AllThe Compensation Committee recommends annual base compensation and incentive compensation targets to the Board, and it also makes equity awards under the Company’s 2017 Omnibus Incentive Plan and reviews the attainment of annual goals for these individuals is approved by the Board.incentive compensation.

The Compensation Committee meets with Mr. 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 management’ssuch recommendations.  The Compensation Committee discusses Mr. Warzala’s compensation with him but makes decisions regarding his recommended compensation without him present.

The Compensation Committee has authorized Mr. Warzala to make salary adjustments for all employees other than executive officersNamed Executive Officers and other key management.

InBeginning in 2018, under the direction of the Compensation Committee, the Company retained Thethe Burke Group, an independent compensation consultant, to provideprepare a study that provided input on trends in executive compensation to obtainand an outside perspective on the Company’s executive compensation philosophy, programs and practices, and to assistwhile assisting with the Compensation Committee’s peer group benchmarking analysis for 2019. The Compensation Committee met several times over the later part of 2018 and early 2019 to review executive compensation programs and levels.levels, and continued to monitor those in 2020 with on-going assistance from the Burke Group. The resultschanges which were made as the result of this analysis and discussion are anticipatedthe study were as follows:

The Compensation Committee also grants equity basedequity-based awards.  However, the Compensation Committee has from time to time delegated to Mr. Warzala the authority to grant restricted stock awards to employees other than executive officersNamed Executive Officers or key management in limited annual amounts.  Such awards made by Mr. Warzala are generally intended to be used for employee recruiting, employee retention and employee promotion purposes.

Role of the Compensation Consultant

As described above, during 2018 the Company engaged Thethe Burke Group as its compensation consultant.  The compensation consultant reports directly to the Compensation Committee and carries out responsibilities as assigned by the Compensation Committee. 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 Thethe Burke Group and has direct access to them throughout the year.Group.

The Compensation Committee regularly reviews the independence of, and services provided by its outside consultants and believeshas concluded that the Burke Group is independent in providing executive compensation consulting services. The Compensation Committee conducted a specific review ofreviews its relationship with the Burke Group at least annually and in 2018 and2020 determined that Burke’sthe Burke 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 Group does provide actuarial services on behalf of the Company for a defined benefit pension at Motor Products – Owosso. The total fees for these services were well below $120,000 and were taken into account by the Compensation Committee in making its independence determination.

Compensation PhilosophyPeer Group Analysis

In 2020, the Compensation Committee relied on a Peer Group Analysis prepared by the Burke Group to evaluate compensation levels for Named Executive Officers. The primary goalsPeer Group recommended by the Burke Group and used by the Compensation Committee is based on similarly sized manufacturing companies. The Burke Group analyzed competitive total direct compensation at the Peer Companies, as disclosed in their proxy statements for prior years. The Compensation Committee periodically evaluates the appropriateness of the Company’s compensation policiesPeer Group (based on merger and acquisition activity, growth, business focus, etc.). The changes in the 2019 Peer Group companies are as follows: Sun Hydraulics Corporation changed its name to Helios Technologies, Inc. on June 13, 2019; Nanometrics Incorporated merged with Rudolph Technologies, Inc. on October 25, 2019 and the resulting combined company, Onto Innovation Inc., was added to the Peer Group; Sparton Corporation was removed from the Peer Group upon the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act in March 2019 and replaced with Preformed Line Products Co.; and the KEYW Holding Corporation was removed because of its acquisition in 2019. The members of the Peer Group for the executive officers and other key management2020 are as follows:

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·                                          To provide total compensation opportunities for executive officers and other key management which are sufficient to attract and retain individuals whose talents and abilities allow the Company to accomplish its strategies.

·                                          To align the interests of management with shareholders through the use of incentive compensation directly related to corporate performance and through the use of stock-based incentives that result in increased Company Stock ownership by management.

Consideration of Most Recent Say on Pay Vote

At the annual meeting of shareholders on May 2, 2018, 97.3% of the shares voted were voted in support of the compensation of our Named Officers, as discussed and disclosed in the 2018 proxy statement. In considering the results of this most recent advisory vote on executive compensation, the Committee concluded that the compensation paid to our executive officers and the Company’s overall pay practices have strong shareholder support and no significant changes were made for 2018.  Notwithstanding the support for our compensation practices as evidenced by such vote, to further align the interests of shareholders and management the Company retained the Burke Group to examine its compensation program for its named executive officers for 2019.

Elements of Compensation

The key elements and targets of executive compensation are:

·

·

·                                          Equity Incentive Compensation

Base Compensation.  Base compensation is comprised of the annual salary and is set at levels sufficient to attract and retain executives. In determining Mr. Warzala’s base compensation, the Compensation Committee considers market data, Mr. Warzala’s performance and the Company’s performance during the previous year as well as goals and objectives for the current year. In determining other base compensation levels, the Compensation Committee reviews and considers the evaluation and recommendation by Mr. Warzala of each Named Executive Officer’s and certain key manager’s performance during the prior year andas well as responsibilities for the current year. During the review of base compensation, the Compensation Committee also considers the executive’s or manager’s qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the individual, his or her past performance and competitive compensation practices both internally and externally.

Annual Cash Incentive Plan.  The annual incentive plan is a pay-for-performance cash award plan generally available to all employees of the Company and aligns the interests of executives and employees with those of the Company’s shareholders.  The plan promotes a culture of high performance and ownership by employees in which employees are rewarded for improving profitability, achieving operating efficiencies, reducing costs and controllingefficiently employing capital.  Awards under the plan are based on the actual Economic Value Added (EVA) achieved as compared against threshold and target EVA performance goals established for each year by the Board of Directors. EVA is net operating profit after taxes less a cost of capital charge. If the target EVA is achieved, then the target bonus is paid. If the actual EVA achieved falls between the threshold and the target EVA performance goals, the annual cash incentive plan award equals the target amount multiplied by the prorata percent of the EVA target achieved (0% to 100% of the target bonus amount). If the actual EVA achieved is greater than the target EVA performance goal, then the annual cash incentive plan award will be greater than 100% of the target amount with the total award being a prorata percent of the incremental EVA achieved above the target EVA.  For 2020, the target incentives as a percentage of base salary were as follows:

As noted above, the Compensation Committee has designed the Company’s compensation program to provide appropriate compensation opportunities and incentives to the Named Executive Officers. The target bonusCompensation Committee reviews cash incentive compensation to ensure that the Company’s management team is appropriately compensated in a manner that measures the Company’s performance and results. In 2020, the Compensation Committee recognized the management team’s extraordinary efforts to reallocate resources to meet customer needs, contribute to the nationwide effort to deal with COVID-19, benefit from market opportunities, and minimize the impact of supply chain disruptions during challenging times and business conditions resulting from COVID-19. Based on these and other salient factors that the Compensation Committee considered, the Compensation Committee believes that the cash incentive compensation paid to the Named Executive Officers as set forth in the Summary Compensation Table is appropriate and follows a sound formulaic basis consistent with the goals under which the Plan was established.

In making a determination that the cash incentive compensation paid to the Company’s Named Executive Officers was appropriate, the Compensation Committee considered, among other things, the following key 2020 financial metrics for 2018the Company compared to 2019.

TablePirthauer 1,781 shares (20% of Contents

shares (15% of annual salary). The Compensation Committee recommended and the Board also granted an award of time-based restricted stock to Mr. Wyman (210 shares). The time-based awards will vest 1/3 on each on April 1^stof March 31, 2019,2021, 2022 and 2023. In August 2020, the Compensation Committee granted Messrs. Leach, Maida. Bendre and 2021.Pirthauer 2,000 shares of time-based restricted stock upon each of their promotions effective at that time.

(ii)                                  Short-Term Equity Incentive Program (STIP)           The Performance Share Plan (PSP). The STIPPerformance Share Plan is a pay-for-performance incentive program under which restricted stock is awarded annually and is earned upon the achievement of certain annually determined performance criteria. The Compensation Committee uses adjusted EBITDA and consolidated sales (STIP Sales) as the performance criteria under the STIP program with each performance metric comprising 50% of the total STIP award.program. The EBITDA target is equal to the weighted average of the EBITDA of the Company, adjusted to account for business development costs relating to acquisitions, for the immediately preceding three yearthree-year period. The EBITDA threshold is 95% of target and the high performance measure is 105% of target. If the high performance measure is achieved or exceeded, then all of the STIP EBITDAPSP shares will be earned. If the Company’s actual results are less than the high performance measure but greater than the threshold, then the STIP EBITDAPSP shares will be earned on a prorata basis. If the Company’s actual results are less than the threshold, then no STIP EBITDA shares will be earned.  The STIP Sales target is equal to 105% of the previous year’s consolidated sales and the threshold is 100% of the previous year’s consolidated sales.  If the STIP Sales target is achieved or exceeded, then all of the STIP Sales shares will be earned. If the STIP Sales threshold is achieved or exceeded, then 50% of the STIP Sales shares will be earned. If the actual STIP Sales are less than the STIP Sales target, but greater than the threshold, the STIP Sales shares will be earned on a prorated basis.  If the actual STIP Sales results are less than the threshold, then no STIP SalesPSP shares will be earned.  Any unearned STIPPSP shares will be forfeited and returned to the Omnibus Incentive Plan and will be available for future awards. Once earned, the STIPThe PSP shares will vest over a three-year period.  The Board of Directors is allowed tocan change the terms of the STIPPSP at any time taking into consideration the relationship of the incentive pay earned to the increase in profitability achieved for any period.

The annual STIPPSP awards for the Chief Executive Officer, Chief Financial Officer, President, Allied Innovum Group and Vice President, of Operational ExcellenceAllied Orion Group are equal to a percentage of the officer’s then annual salary divided by the fair market value (closing Company stock price) on the grant date..date. In March 2018,2020, the Compensation Committee approved the award of 10,472 STIP9,053 shares for Mr. Warzala (66.7%(50% of annual salary), 2,1842,445 shares for Mr. Leach (25%(22.5% of annual salary), 2,232 shares for Mr. Maida (22.5% of annual salary) and 1,877794 shares for Mr. Maida (25%Bendre (6.7% of annual salary).  Mr. Pirthauer did not participate in the PSP in 2020. The Compensation Committee also made an award of 420 shares for Mr. Wyman.  The STIPPSP awards are each in the form of restricted stock. All shares granted under the PSP to Named Executive Officers for 2020 were earned, except for Mr. Bendre, who earned 38% of his PSP shares.

For 2018, the Company exceeded the highest performance measure for both the STIP EBITDA and STIP Sales criteria and 100% of the STIP award was earned.

(iii)                               Long-Term Equity Incentive Program (LTIP).          LTIP.  The LTIP is a multi-year pay-for-performance incentive program under which the Chief Executive Officer, Chief Financial Officer and Vice President, of Operational ExcellenceAllied Innovum Group will earn restricted stock awards based upon the achievement of an increase in sales during various annual or five-year performance periods, the last of which ends on December 31, 2022.periods. The LTIP was first implemented in 2013 and has been revised and extended as performance goals were achieved. The LTIP currently extends through December 31, 2022 and the sales target to be achieved to earn all restricted share awards available is $500 million (the “LTIP Sales Target”).  The LTIP Sales Target can be achieved in two ways—organic sales growth and acquired sales (defined as the actual sales achieved by any company or business unit acquired by Allied Motion for the trailing twelve months immediately preceding the closing date of such acquisition).

Under the current terms of the LTIP, for each $30 million increase in sales up to the LTIP Sales Target, each executive earns restricted stock awards equal to a percentage of his annual salary at the beginning of the performance period as follows: 100% for Mr. Warzala, 25% for Mr. Leach and 25% for Mr. Maida.  The LTIP performance criteria for organic sales growth is measured after the end of each year of the performance period and the number of shares that can be earned with respect to a performance period is calculated based on the Company stock price (average of bid and ask) as measured at the beginning of the applicable performance period.  The restricted stock awards that are earned based on actual organic sales growth will vest over a three-year period. The measurement of performance criteria for acquired sales is done as of the closing date for an acquisition during a performance period and the number of shares of restricted stock earned will be calculated based on the Company stock price (average of bid and ask) as measured at the beginning of the applicable performance period. Restricted stock award shares that are earned under the LTIP that are based on acquired sales will vest annually (1/5 each year) over the following five years. When calculating the increase in sales, the Company will make appropriate adjustments to account for any acquired sales for which an LTIP award has previously been made. If the recipient’s

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employment with the Company is terminated due to cause or voluntary resignation, any unvested LTIP shares will be forfeited.

For 2018,2020, shares were earned under the organic growth and the acquired sales criteria of the LTIP.  LTIP as a result of the Dynamic Controls acquisition.  As of December 31, 2018,2020, approximately $351$400.5 million of the cumulative LTIP Sales Target has been achieved (including acquired sales from two acquisitions completed in 2018).achieved.  The following table shows the status of the LTIP awards and remaining award potential as of the end of the 20182020 performance period:

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three next most highly compensated executive officers of a public company. Prior to the Tax Cuts and Jobs Act that was signed into law on December 22, 2017, compensation that satisfied conditions set forth under Section 162(m) to qualify as “performance-based compensation” was not subject to the limitation, and the limitation did not apply to compensation paid to the Chief Financial Officer. The Tax Cuts and Jobs Act eliminated the performance-based compensation exception beginning January 1, 2018. A transition rule applies 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.

Potential Recoupment of Compensation Due to Misconduct

In February 2019, the Company’s Board adopted a Clawback Policy. All equity and non-equity incentive plan compensation granted by the Company in 2019 and thereafter is subject to this Clawback Policy. The policy provides that if an accounting restatement is required due to the Company’s material non-compliance with any accounting requirements, then all of the Company’s executive officers, regardless of whether they were at fault or not in the circumstances leading to the restatement, will be subject to forfeiting any excess in the incentive compensation they earned over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements.

Hedging and Pledging Policy.

The Board of Directors has adopted a policy thatCompany’s Insider Trading Policy prohibits Company directors, officers and certain designated employees from (i) engaging in any hedging or monetization transactions involving Company securities or from purchasing or selling any put or call option contract or similar instrument with respect to Company securities and (ii) pledging Company securities as collateral for a loan or holding such shares in a margin account.

2019Consideration of Most Recent Say on Pay Vote

At the annual meeting of shareholders on May 6, 2020, 97.6% of the shares voted were voted in support of the compensation of our Named Executive Officers, as discussed and disclosed in the 2020 proxy statement. Irrespective of the strong support, the Compensation Committee continues to review the Company’s compensation strategy to ensure that it provides appropriate compensation to the Company’s Named Executive Officers and to further align the interests of management and shareholders.

Compensation Changes for 2021

The Compensation Committee recently approved certain revisions to the Company’s compensation program for 2021.

ROE Incentive Plan. The Committee eliminated the ROE Incentive Plan for 2021. The Compensation Committee made the change to align the metrics used to determine incentive compensation for the Company’s Named Executive Officers and increased Mr. Warzala’s target incentives under other incentive compensation plans.

Adjustment of CEO Target Incentives. In connection with the assistanceelimination of the Burke Group, identified an appropriate peer group to useROE Incentive Plan, the Committee revised Mr. Warzala’s target incentives (as a percentage of base salary) under the Company’s Annual Cash Incentive; Performance Share Plan; Time-Based Awards for purposes of a benchmarking analysis.  The Committee reviewed the compensation practices of the peer group members and integrated this information into their recommendations for 2019.  Overall, target incentive awards for certain executive officers were identified as being below market.  Accordingly, beginning with 2019 awards, the cash and equity incentive awards were revised2021 as follows: