Kennametal Inc. Files DEF 14A, Details Executive Compensation

Ticker: KMT · Form: DEF 14A · Filed: Sep 17, 2024 · CIK: 55242

Kennametal Inc DEF 14A Filing Summary
FieldDetail
CompanyKennametal Inc (KMT)
Form TypeDEF 14A
Filed DateSep 17, 2024
Risk Levellow
Pages15
Reading Time19 min
Key Dollar Amounts$2.0 billion, $2.1 billion, $109.3 m, $118.5 million, $300 m
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, proxy-statement, corporate-governance

Related Tickers: KMT

TL;DR

Kennametal's DEF 14A is out, showing exec pay details for Rossi & Chowbey. Check it for shareholder info.

AI Summary

Kennametal Inc. filed its DEF 14A on September 17, 2024, for the fiscal year ending October 29, 2024. The filing details executive compensation and other corporate governance matters. Notably, it includes information on equity awards granted to key personnel such as Mr. Rossi and Mr. Chowbey for the fiscal year 2023-2024.

Why It Matters

This filing provides shareholders with crucial information regarding how executive compensation is structured and awarded, impacting corporate governance and investor confidence.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing executive compensation and corporate governance, not indicating immediate financial distress or significant operational changes.

Key Numbers

  • 20241029 — Fiscal Year End (Reporting period for the DEF 14A filing.)
  • 20240917 — Filing Date (Date the DEF 14A was submitted to the SEC.)

Key Players & Entities

  • KENNAMETAL INC (company) — Filer
  • Mr. Rossi (person) — Executive
  • Mr. Chowbey (person) — Executive
  • 525 WILLIAM PENN PLACE (address) — Company Headquarters

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used by companies to solicit proxies from shareholders for their annual meeting, providing detailed information on matters to be voted upon, including executive compensation, director elections, and other corporate governance issues.

Who are the key individuals mentioned in relation to executive compensation for the 2023-2024 fiscal year?

The filing mentions Mr. Rossi and Mr. Chowbey in the context of executive compensation, specifically regarding equity awards granted and outstanding for the fiscal year 2023-2024.

What is the company's Standard Industrial Classification (SIC) code?

Kennametal Inc.'s SIC code is 3541, which corresponds to 'MACHINE TOOLS, METAL CUTTING TYPES'.

When does Kennametal Inc.'s fiscal year end?

Kennametal Inc.'s fiscal year ends on June 30th.

What is the filing date and the period of report for this DEF 14A?

This DEF 14A was filed on September 17, 2024, and it pertains to the period ending October 29, 2024.

Filing Stats: 4,640 words · 19 min read · ~15 pages · Grade level 11.6 · Accepted 2024-09-17 09:00:25

Key Financial Figures

  • $2.0 billion — he comparable GAAP measures): Sales of $2.0 billion for Fiscal 2024, compared with sales of
  • $2.1 billion — for Fiscal 2024, compared with sales of $2.1 billion for Fiscal 2023. Net income attributab
  • $109.3 m — table to Kennametal for Fiscal 2024 was $109.3 million, compared to $118.5 million in Fi
  • $118.5 million — al 2024 was $109.3 million, compared to $118.5 million in Fiscal 2023. Earnings Before Intere
  • $300 m — tization ("EBITDA") for Fiscal 2024 was $300 million, or 14.7% EBITDA margin. Adjusted
  • $313 m — in. Adjusted EBITDA for Fiscal 2024 was $313 million, or 15.3% Adjusted EBITDA margin.
  • $316 m — ITDA margin. EBITDA for Fiscal 2023 was $316 million, or 15.2% EBITDA margin. Adjusted
  • $323 m — in. Adjusted EBITDA for Fiscal 2023 was $323 million, or 15.5% Adjusted EBITDA margin.
  • $626 million — cal 2023. Primary Working Capital was $626 million as of June 30, 2024, compared to $662 m
  • $662 million — illion as of June 30, 2024, compared to $662 million as of June 30, 2023. Primary Working Ca

Filing Documents

Executive Compensation Highlights for Fiscal 2024

Executive Compensation Highlights for Fiscal 2024 The following are the highlights of our 2024 executive compensation program: Our Compensation and Human Capital Committee has adopted a strong pay-for-performance philosophy which is tested on an annual basis through a realizable pay-for-performance alignment assessment for the CEO position conducted by the Committee's independent consultant. Compensation is provided through a mix of base salary, annual cash-based incentives under our AIP, and equity-based long-term incentive awards (consisting of RSUs and PSUs). Compensation is significantly tied to Company financial and stock performance, so that a substantial portion of the compensation provided to our executive officers is at risk. The Committee has adopted certain design methodologies in our incentive arrangements to help mitigate the impact of cyclicality, commodity exposure and other factors which can impact performance goals established by the Committee and actual payouts received by executives. These methodologies include: Annual cash-based incentive plan: "first half" and "second half" goal setting which provides the Committee with better insights into economic conditions which can impact our business either positively or negatively in rapid order. PSU plan: ROIC performance goals established annually for each fiscal year. No awards are paid until following the full three-year performance period. The Committee adopted this methodology to alleviate instances where rapidly changing economic conditions render performance goals unachievable early in the three-year performance period which can result in retention risks and the need for separate retention awards. IV | Kennametal Inc. 2024 Proxy Statement Table of Contents PROXY SUMMARY Payment of annual cash-based incentives under the AIP is primarily based on achieving critical measures of Company performance, consistent with our pay-for-performance philosophy. Payments earned under the Fiscal 2024

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 37 COMPENSATION DISCUSSION AND ANALYSIS 37 Fiscal 2024 Summary 37

Executive Compensation Highlights for Fiscal 2024

Executive Compensation Highlights for Fiscal 2024 38 Relationship Between Pay and Performance 40 Design of our Executive Compensation Program 43 How Compensation Decisions are Made 46 2024 Executive Compensation Program 48 COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT 63 ANALYSIS OF RISK INHERENT IN OUR COMPENSATION POLICIES AND PRACTICES 64

Executive Compensation Tables

Executive Compensation Tables 65 2024 Nonqualified Deferred Compensation 72 Retirement Programs 72 EQUITY COMPENSATION PLANS 74 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 76 CEO PAY RATIO FOR FISCAL YEAR 2024 83 Pay Versus Performance ("PVP") 84 PROPOSAL III. NON-BINDING (ADVISORY) VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 91 92 PRINCIPAL HOLDERS OF VOTING SECURITIES 94 PROPOSAL IV. APPROVAL OF THE KENNAMETAL INC. 2024 STOCK AND INCENTIVE PLAN 96 FORM 10-K ANNUAL REPORT 103 OTHER MATTERS 104 Delinquent Section 16(a) Reports 104 APPENDIX A — EBITDA, EBITDA MARGIN, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN, PWC, PWCPS, ROIC AND ADJUSTED ROIC RECONCILIATIONS A- 1 APPENDIX B — KENNAMETAL INC. 2024 STOCK AND INCENTIVE PLAN AMENDED AND RESTATED THROUGH OCTOBER 29, 2024 B- 1 Table of Contents General Information When and where is the 2024 Annual Meeting? The 2024 Annual Meeting of shareowners (the "Annual Meeting") will be held virtually, through a live, audio-only webcast, on Tuesday, October 29, 2024, at 2:00 p.m. (Eastern Time). Shareowners of record may attend the Annual Meeting online, vote and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/KMT2024 and entering the 16-digit Control Number included on the Notice, on the proxy card or on the instructions that accompanied the proxy materials. There will not be a physical meeting location. Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a full set paper copy of this Proxy Statement and the 2024 Annual Report? We are utilizing an SEC rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. This rule allows a company to send some or all its shareowners a Notice regarding Internet availabili

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