UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the registrant ☒
Filed by a party other than the registrant
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Check the appropriate box:
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Preliminary proxy statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive proxy statement.
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Definitive additional materials.
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Soliciting Material under §240.14a-12.
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Kewaunee Scientific Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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KEWAUNEE SCIENTIFIC CORPORATION
2700 West Front Street
Statesville, North Carolina 28677-2927
Thomas D. Hull III
President and
Chief Executive Officer
July 8, 2024
TO OUR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of Stockholders of Kewaunee Scientific Corporation (the “Company”), which will be held via a live webcast at www.virtualshareholdermeeting.com/KEQU2024, on August 28, 2024, at 11:00 A.M. Eastern Time.
During the meeting, management will review with you the Company’s past year’s performance and the major developments which occurred during the year. There will be an opportunity for stockholders to ask questions about the Company and its operations. We hope you will be able to join us.
To ensure that your shares are represented during the meeting, please vote your shares as soon as possible. The proxy is revocable and will not affect your right to vote at the meeting if you are able to participate in the virtual meeting. YOUR VOTE IS IMPORTANT!
The Company’s 2024 Annual Report to Stockholders accompanies the attached Proxy Statement.
Sincerely yours,
KEWAUNEE SCIENTIFIC CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on
August 28, 2024
The Annual Meeting of Stockholders of Kewaunee Scientific Corporation will be held virtually via a live webcast at www.virtualshareholdermeeting.com/KEQU2024, on August 28, 2024, at 11:00 A.M. Eastern Time. You will be able to attend the meeting online and submit questions during the meeting by visiting the website above. You will also be able to vote your shares electronically at the Annual Meeting. The meeting will be held online only, and will be for the purpose of considering and acting upon the following:
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To elect one Class II director;
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To ratify the appointment of the independent registered public accounting firm of Forvis Mazars, LLP as the Company’s independent auditors for fiscal year 2025;
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To approve, on an advisory basis, the compensation or our named executive officers; and
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To transact such other business as may properly come before the meeting.
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KEWAUNEE SCIENTIFIC CORPORATION
PROXY STATEMENT
The proxy that accompanies this Proxy Statement is solicited by the Board of Directors of Kewaunee Scientific Corporation (the “Company”) for use at the annual meeting of stockholders of the Company to be held virtually on August 28, 2024, at 11:00 A.M. Eastern Time, and at any postponements or adjournments thereof. Proxies properly executed and returned in a timely manner will be voted during the meeting in accordance with the directions noted thereon. If no direction is indicated, proxies will be voted for the election of the nominees named herein as directors, for ratification of the appointment of the independent registered public accounting firm, for approval on an advisory basis of the compensation of our named executive officers, and on other matters presented for a vote in accordance with the judgment of the persons acting under the proxies.
The Company’s principal executive offices are located at 2700 West Front Street, Statesville, North Carolina 28677-2927 (telephone 704/873-7202).
Important Notice of Internet Availability of Proxy Materials for the Stockholder Meeting
to be Held on Wednesday, August 28, 2024
Our Annual Report on Form 10-K for the fiscal year ended April 30, 2024 and this Proxy Statement are available at:
www.proxyvote.com
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Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to the owners of our stock. All stockholders have the ability to access our proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive a printed set of our proxy materials. Instructions on how to access our proxy materials over the internet or to request a printed copy of our proxy materials may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive proxy materials in printed form on an ongoing basis. We believe this process should expedite your receipt of our proxy materials and reduce the environmental impact of the 2024 Annual Meeting. We are mailing the Notice of Internet Availability of Proxy Materials to our stockholders on or about July 8, 2024.
Virtual Meeting Admission
Stockholders of record as of July 1, 2024, will be able to participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/KEQU2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your voting instruction form does not include a 16-digit control number, you must contact your brokerage firm, bank, or other financial institution (“broker”) for instructions to access the meeting. If you do not have your 16-digit control number, you will still be able to attend the Annual Meeting as a “guest” and listen to the proceedings, but you will not be able to vote, ask questions, or otherwise participate. A replay of the audio webcast of our Annual Meeting will be made available on our website for approximately one year.
The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time on Wednesday, August 28, 2024. You may log in 30 minutes before the start of the Annual Meeting. Shareholders are encouraged to log into the webcast at least 15 minutes prior to the start of the meeting to provide time to register, test their internet or cell phone connectivity, and download the required software, if needed.
The virtual meeting will be fully supported across browsers (Firefox, Chrome, Microsoft Edge, and Safari) and devices (desktops, laptops, tablets, and other mobile devices) running the most updated version of applicable software and plugins. We strongly recommend that you ensure you have a strong Wi-Fi or cell phone connection wherever you intend to participate in the virtual Annual Meeting.
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ITEM 1.
ELECTION OF DIRECTORS
One Class II director is to be elected at the meeting. The Board of Directors, at its meeting on April 23, 2024, upon the recommendation of the Nominating and Corporate Governance Committee, selected Mr. Keith M. Gehl as the nominee for re-election as director at the annual meeting, to serve for a three-year term. The nominee is serving as a director as of the date of this Proxy Statement. The nominee receiving the greatest number of votes at the annual meeting will be elected director. Unless a stockholder indicates otherwise on the proxy card and the proxy card is validly executed and returned, the stockholder’s shares will be voted for the election of the nominee named below. If due to circumstances not now foreseen, the nominee becomes unavailable for election, the proxies will be voted for such other person or persons as the Board of Directors may select, or the Board will make an appropriate reduction in the number of directors to be elected.
Information on the current nominee for Class II director and the current Class I and III directors is shown below.
Class II director nominated for re-election to serve until the annual meeting of stockholders in 2027:
KEITH M. GEHL, 65, was elected a director of the Company in April 2015. He previously served as Senior Vice President of Real Estate Facilities of Family Dollar Stores Inc. from 2003 until his retirement in June 2013. From 1989 to 2003, Mr. Gehl held a number of management positions with Food Lion, Inc. At Food Lion, he served as Director of Internal Audit from 1989 to 1996, Director of Store Operations from 1996 to 1997, Vice-President Real Estate and Construction from 1997 to 2000, and Executive Vice President Real Estate and Business Strategy from 2000 to 2003. Mr. Gehl serves on the Board of Morton Buildings, a construction company headquartered in Morton, Illinois, and previously served on the Board of RONA, Inc., a Canadian home improvement retailer. Mr. Gehl holds an accounting degree from Valparaiso University and is a Certified Public Accountant (CPA). We believe Mr. Gehl is well suited to serve on our Board due to his many years of experience as a financial executive.
Class I directors continuing in office to serve until the annual meeting of stockholders in 2026:
THOMAS D. HULL III, 48, was elected President and Chief Executive Officer and appointed a member of the Board in March 2019. He joined the Company in November 2015 as Chief Financial Officer and Vice President of Finance, Corporate Secretary and Treasurer. Prior to joining the Company, Mr. Hull was the Vice President of Finance, Accounting and Information Technology of ATI Specialty Materials, a subsidiary of ATI Inc. (formerly Allegheny Technologies Incorporated), a world leader in the production of nickel-based superalloys, titanium-based alloys, and specialty steels for the aerospace, oil and gas, and medical industries, from August 2011 to October 2015. From January 1998 to July 2011, Mr. Hull held several management positions with Ernst Young. Mr. Hull is a Certified Public Accountant (inactive status), has a Master of Business Administration degree from the University of Pittsburgh, Joseph M. Katz School of Business, and a Bachelor of Science degree in Accounting from LaRoche College. We believe Mr. Hull is well suited to serve on our Board due to his extensive experience serving public companies while at Ernst Young, his broad industry experience, his education and his knowledge of the business and markets in which the Company competes.
DAVID S. RHIND, 61, was elected a director of the Company in April 2008. Mr. Rhind is an attorney-at-law. From June 2012 to March 2015, Mr. Rhind served as Deputy General Counsel for Hudson Global, Inc. (formerly Hudson Highland Group, Inc.) of New York, New York, a leading provider of specialized professional recruitment, recruitment outsourcing, talent management, and related staffing services and solutions. From July 2003 to June 2012, Mr. Rhind was General Counsel, North America, for Hudson. From October 1995 to June 2003, he was Associate General Counsel at Technology Solutions Company of Chicago, a technology consulting and systems integration company. We believe Mr. Rhind is well suited to serve on our Board due to his many years of experience in legal matters, his overall business acumen, and his understanding of the long-term interests of the Company and its stockholders.
JOHN D. RUSSELL, 71, was elected a director of the Company in May 2011. Since May 2023, Mr. Russell has served as Chairman of Morton Buildings, a construction company headquartered in Morton, Illinois. From November 2015 to April 2023, Mr. Russell has served as the Chief Executive Officer and Chairman of the Board of Morton Buildings. From September 2012 to November 2015, Mr. Russell was a Managing Director of ForteONE, a Chicago-based consulting firm focused on growing revenues and profitability of middle market companies. From June 2006 until March 2014, Mr. Russell was a business consultant and a Board Member for Strategic Materials Incorporated, the largest glass recycling business in North America. From September 2007 to May 2010 he was the President and Chief Executive Officer of Maysteel LLC,
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a precision metal fabricator in Menomonee Falls, Wisconsin. From April 2002 to April 2006 he was President and Chief Executive Officer of Neoplan USA, a manufacturer of heavy duty transit buses. Prior to April 2002, Mr. Russell held various executive positions with Brunswick Corporation where he was a Corporate Officer, and he was a partner at McKinsey and Company. Mr. Russell earned an MBA from the University of Chicago and is currently a Governance Fellow and Leadership Fellow with the NACD. We believe Mr. Russell is well suited to serve on our Board due to his experience as chief executive officer of three different companies, his other executive management experience, his experience as a director of another company, his business education, and his accreditations with the NACD.
Class III directors continuing in office to serve until the annual meeting of stockholders in 2025:
MARGARET B. PYLE, 72, was elected a director of the Company in February 1995. Ms. Pyle serves as Vice Chairman and CEO of The Pyle Group, a financial services and investment company, where she had previously served as Chief Legal Counsel and Vice Chair from 2007 to 2020. Ms. Pyle has also been Vice President, Secretary, Treasurer, and Director of Uniek, Inc., a home decor company, since 2020. She was engaged in the practice of corporate law in Milwaukee and Madison, Wisconsin from 1978 to 2023 and was the sole Trustee and Chief Executive Officer of the Allis-Chalmers Corporation Product Liability Trust from June 1996 until its termination in March 2012 and sole Trustee and Chief Executive Officer of the Ranger Industries, Inc. Product Liability Trust from April 2012 until its termination in April 2020. We believe Ms. Pyle is well suited to serve on our Board due to her many years of experience in a variety of legal matters relevant to the Company, her 29 years of experience as a director of the Company and her understanding of the long-term interests of the Company and its stockholders.
DONALD F. SHAW, 73, was elected a director of the Company on June 1, 2013. He previously served as President, Chief Executive Officer, and Chairman of the Board of ISEC, Inc., a high-end commercial interior subcontractor, from 2004 until his retirement in March 2013. Mr. Shaw held the position of Executive Vice President of ISEC, Inc. from 1988 to 2004 and served in various sales management positions with ISEC from 1977 to 1988. We believe Mr. Shaw is well suited to serve on our Board due to his wealth of knowledge in the construction industry and his experience as chief executive officer and in other management positions of a highly successful company.
Except as otherwise indicated, each director and nominee has had the principal occupation mentioned above for more than five years.
Except for Mr. Hull, each director and nominee is an independent director.
The Board of Directors has a policy whereby any director reaching age 75 during his/her term is expected to retire at the end of the term.
The Board of Directors recommends a vote
FOR
the election of the foregoing nominee for election as
Class II director.
Meetings and Committees of the Board
The business and affairs of the Company are managed under the direction of the Board of Directors. Members of the Board keep informed of the Company’s business and activities through reports and proposals sent to them periodically and in advance of each Board meeting and reports made to them during these meetings by the Chief Executive Officer and other Company officers. The Board is regularly advised of actions taken by the committees of the Board, as well as significant actions taken by management. Members of management are available at Board meetings and other times to answer questions and discuss issues. During the Company’s fiscal year ended April 30, 2024, the Board of Directors held seven meetings.
During fiscal year 2024, the standing committees of the Board of Directors of the Company were the Audit Committee, Compensation Committee, Financial/Planning Committee, and Nominating and Corporate Governance Committee. The functions and membership of the committees are described below.
The Audit Committee consists of Messrs. Gehl (Chairman), Russell, and Shaw. All members of the committee are independent directors. The committee performs the responsibilities and duties described in the Company’s Audit Committee Charter, and is responsible for annually appointing the independent auditor for the Company, approving services to be performed by the independent auditor, reviewing the independent auditor’s reports, and reviewing the Company’s quarterly and annual financial statements before release to the public. In accordance with Audit Committee Charter guidelines, the committee is responsible for reviewing and approving all related party transactions. The Board of Directors has determined that Mr. Gehl is an “audit committee financial expert” within
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the meaning of the current rules of the Securities and Exchange Commission (“SEC”). The committee met five times during the Company’s last fiscal year. The Audit Committee Charter can be found on the Company’s website at http://www.kewaunee.com.
The Compensation Committee consists of Messrs. Russell (Chairman), Gehl, Rhind, and Shaw and Ms. Pyle. All members of the committee are independent directors. The committee considers and provides recommendations to the Board of Directors with respect to the compensation (salaries and bonuses) of executive officers of the Company; short- and long-range incentive compensation programs for officers and other key employees of the Company; and equity award grants to key employees. The committee has acted as the plan administrator for the Kewaunee Scientific Corporation 2023 Omnibus Incentive Plan (the “2023 Plan”), as well as prior stock option plans for officers and other key employees. The committee may delegate its responsibilities and authority to one or more subcommittees as the committee may deem appropriate in its sole discretion. The Compensation Committee Charter can be found on the Company’s website at http://www.kewaunee.com. The committee met four times during the Company’s last fiscal year. The committee has engaged a compensation consultant in the past to advise the committee on executive compensation, and did so on a limited basis in 2023 and in 2024.
The Financial/Planning Committee consists of Messrs. Shaw (Chairman), Hull, Russell, and Ms. Pyle. The committee reviews and provides recommendations to the Board of Directors with respect to the Company’s strategic plan, the annual budget for the Company, and the annual budget for capital expenditures. The committee also reviews the investment results of the assets of the Company’s retirement plans. The committee met five times during the Company’s last fiscal year.
The Nominating and Corporate Governance Committee consists of Ms. Pyle (Chairman), and Messrs. Gehl and Rhind. The committee performs the responsibilities and duties described in the Company’s Nominating and Corporate Governance Committee Charter, which is available on the Company’s website at http://www.kewaunee.com. The committee is comprised of at least three directors, all of whom meet the criteria for independence required by the NASDAQ Global Market. The committee reviews and recommends to the Board of Directors the appointment of directors to Board committees and the selection of the chairperson of each committee, makes recommendations to the Board of Directors with respect to officers of the Company, assures that an up-to-date management succession plan is in place for the Chief Executive Officer and other executive officers, reviews and makes recommendations to the Board of Directors regarding director compensation and benefits, periodically reviews the skills and qualifications of existing directors with a view toward a well-rounded and effective Board, identifies and screens potential nominees to the Board, and reviews stockholder proposals for inclusion in the Company’s Proxy Statement. In addition, the committee makes recommendations to the Board of Directors concerning nominees for Board membership brought to its attention by officers, directors, and stockholders. Proposals may be addressed by the stockholders of the Company to the committee at the address shown on the cover of this Proxy Statement, attention of the Secretary. At a minimum, a candidate for the Board must have demonstrated significant accomplishment in his or her field, the capacity and experience to understand the broad business operations of the Company, and the vision to assist the Company in its development and expansion. The Nominating and Corporate Governance Committee does not favor or disfavor any particular nominee on the basis of race, religion, gender, age, or national origin. The Committee met two times during the Company’s last fiscal year.
Executive sessions of independent directors are held as necessary. The Board of Directors’ policy is to hold executive sessions without the presence of management, including the Chief Executive Officer and any other non-independent directors. The Board of Directors has determined that each of Messrs. Gehl, Rhind, Russell, Shaw, and Ms. Pyle are independent within the meaning of the rules of the NASDAQ Global Market.
The Company does not have a formal policy regarding attendance by members of the Board of Directors at the Annual Meeting of Stockholders, although all directors are expected to attend. All members of the Board of Directors attended the Company’s 2023 Annual Meeting of Stockholders. In the Company’s last fiscal year, each director attended, personally or via teleconference, all meetings of the Board and all meetings held by committees of the Board on which such director served.
Board Leadership Structure
The Board determines whether the role of the Chairman and the Chief Executive Officer should be separated or combined based on its judgment as to the structure that best serves the interests of the Company and its stockholders. Currently, the Board believes that the positions of Chairman and Chief Executive Officer should be separate.
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Board’s Role in Risk Oversight
The Board oversees risk management processes directly and through its committees. Management is responsible for risk management on a day-to-day basis. The role of the Board and its committees is to oversee the risk management activities of management. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, and compliance with legal and regulatory requirements. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risk arising from our compensation policies and programs. The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, and succession planning for our directors.
Stockholder Communications with the Board of Directors
The Board of Directors recommends that any communications from stockholders be in writing and addressed to the Board in care of the Corporate Secretary, 2700 West Front Street, Statesville, North Carolina 28677-2927. The name of any specific Board member to whom a communication is intended to be addressed should be noted in the communication. The Corporate Secretary will forward such correspondence only to the intended recipient if one is noted; however, the Corporate Secretary, prior to forwarding any correspondence, will review the correspondence, and in his discretion, will not forward certain items if they are deemed frivolous, of inconsequential commercial value, or otherwise inappropriate for Board consideration.
Compensation Committee Interlocks and Insider Participation
As noted above, the Compensation Committee consists of Messrs. Russell, Gehl, Rhind, and Shaw and Ms. Pyle. No executive officer of the Company served as a member of the Compensation Committee or as a director of any other entity, one of whose executive officers serves on the Compensation Committee or is a director of the Company.
Director Compensation
In fiscal year 2024, each non-employee director of the Company received an annual retainer of $100,000. Under the Company’s director compensation program, the annual retainer was payable half in cash ($50,000), payable monthly, and half in fully vested shares of Company common stock ($50,000, with the number of shares based on the average of the high price and low price of the common stock on the grant date, intended to be May 1 of each year), except that directors who have satisfied the Company’s stock ownership guidelines could elect to receive cash in lieu of stock. In addition, the Chairs of the Nominating and Corporate Governance Committee, Financial/Planning Committee, and Compensation Committee each received an annual cash fee of $10,000; the Chair of the Audit Committee received an annual cash fee of $15,000; and the non-employee Chair of the Board received an annual cash fee of $20,000. Directors were also reimbursed for their expenses for each Board and committee meeting attended. All director equity compensation awards granted in fiscal year 2024 were under the Kewaunee Scientific Corporation 2017 Omnibus Plan (the “2017 Plan”).
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Director Compensation Table
The following table sets forth fiscal year 2024 compensation for each non-employee director of the Company who served during fiscal year 2024. During the year, Mr. Hull served as an employee director of the Company and received no additional compensation for his services as a director. See the Summary Compensation Table for disclosure related to the compensation received by Mr. Hull.
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Name
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Fees
Earned
or Paid in
Cash
($)
(1)
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Stock
Awards
($)
(2)
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Total
($)
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Keith M. Gehl
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104,997
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10,003
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115,000
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Margaret B. Pyle
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110,000
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—
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110,000
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David S. Rhind
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120,000
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—
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120,000
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John D. Russell
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110,000
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—
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110,000
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Donald F. Shaw
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110,000
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—
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110,000
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CORPORATE GOVERNANCE
Code of Ethics
We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer and key employees with financial reporting responsibilities (“Code of Ethics”). The Code of Ethics is posted on our website at www.kewaunee.com. We have also adopted a substantially similar code of ethics that applies to officers and key employees. Any waiver or amendment to the Code of Ethics will be timely disclosed on our website. We also make these materials available in print to any stockholder upon request. The Board regularly reviews corporate governance developments and modifies the Code of Ethics as warranted.
Compliance and Ethics Hotline
We maintain a compliance and ethics hotline through which employees can report evidence of illegal or unethical behavior, or violations of the Code of Ethics. The compliance and ethics hotline is serviced by an independent company, is available seven days a week, 24 hours a day and can be accessed by individuals through a toll-free number. Employees can report concerns anonymously. We maintain a formal no retaliation policy that prohibits retaliation against, or discipline of, an employee who raises an ethical concern in good faith. This system documents the reporting person’s statement and transmits the information to the appropriate Board or management personnel with oversight of the area identified in the report. Those personnel have the authority to conduct an investigation, research applicable policies, regulations, and statutes, and determine the appropriate action to resolve the reported item.
Director and Executive Officer Stock Ownership Guidelines
Effective March 1, 2017, the Board approved stock ownership guidelines under which non-employee directors of the Company are expected to maintain ownership of a minimum amount of Company common stock equal in value to three times their annual retainer. Once this requirement has been met, the director can elect to receive cash compensation in lieu of compensation that would otherwise be paid in the form of equity.
In June 2024, the Board amended the stock ownership guidelines for the Company’s executive officers. Previously, executive officers were required to maintain ownership of a minimum amount of Company common stock equal in value to a percentage of their annual salary (50% for the Chief Executive Officer and 25% for other officers). Under the amended guidelines, the Chief Executive Officer must maintain ownership of a minimum amount of Company common stock equal in value to (i) 100% of his annual salary, including outstanding shares owned, and (ii) 200% of his annual salary, including outstanding shares owned, as well as the value of shares underlying unvested equity awards. The per share value is calculated as a trailing 24-month average. Other executive officers must maintain ownership of a minimum amount of Company stock equal in value to (i) 50% of their annual salary, including outstanding shares owned and (ii) 100% of their annual salary, including outstanding shares owned, as well as the value of shares underlying unvested equity awards. The per share value is calculated as a trailing 24-month average.
The Company does not have a policy specifically prohibiting employees or directors from engaging in hedging transactions relating to the Company’s securities.
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ITEM 2.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company was notified that Dixon Hughes Goodman LLP (“DHG”), the Company's prior independent registered public accounting firm, merged with BKD, LLP (“BKD”) on June 1, 2022, and the combined practice of those firms now operates under the name Forvis Mazars, LLP (“FORVIS”). The Audit Committee has approved the engagement of FORVIS, the successor in the merger of DHG and BKD (hereinafter referred to as (“FORVIS”)), as its independent registered public accounting firm for the fiscal year ending April 30, 2025.
FORVIS' audit report on the financial statements of the Company for the two most recent fiscal years ended April 30, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years ended April 30, 2024 and 2023, the Company has not had any “disagreements” (as such term is defined in Item 304 of Regulation S-K) with FORVIS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of FORVIS, would have caused FORVIS to make reference to the subject matter of the disagreement in its reports on the Company's consolidated financial statements for such periods.
During the Company's two most recent fiscal years ended April 30, 2024 and 2023, there were no “reportable events” (as such term is defined in Item 304 of Regulation S-K).
During the Company's two most recent fiscal years, neither the Company nor anyone on its behalf consulted FORVIS regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided by FORVIS to the Company that FORVIS concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” (as such terms are defined in Item 304 of Regulation S-K).
Although not required by law, our bylaws or otherwise to submit the appointment to a vote by stockholders, the Audit Committee is requesting that the stockholders ratify the appointment of FORVIS because we value our stockholders' views on our independent public accounting firm and as a matter of good corporate practice. Assuming that a quorum is present, the selection of FORVIS will be deemed to have been ratified if more shares are voted in favor of ratification than are voted against ratification or abstain. The Audit Committee will consider the outcome of this vote but is not bound by our stockholders’ vote.
It is expected that a representative of FORVIS will participate in the virtual Annual Meeting of Stockholders to be held on August 28, 2024 to answer any appropriate questions. and such representative will have an opportunity to make a statement if he or she desires.
The Audit Committee recommends a vote
FOR
ratification of the
independent registered public accounting firm of Forvis Mazars, LLP
as the Company’s independent auditors for fiscal year 2025.
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Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services
The Audit Committee’s policy is to pre-approve all audit and non-audit services to be provided by the Company’s independent auditors on a case-by-case basis. In making such determination, the Audit Committee considers whether the provision of non-audit services is compatible with maintaining the auditor’s independence. All of the audit and non-audit services provided by the Company’s independent auditors on behalf of the Company in fiscal years 2024 and 2023 were pre-approved in accordance with this policy.
Audit Fees and Non-Audit Fees
The following fees were paid or will be paid to Forvis Mazars, LLP for professional services rendered on behalf of the Company related to the past two fiscal years:
For 2024 and 2023, audit services consisted of the audit of the Company’s annual consolidated financial statements and the review of the Company’s quarterly financial statements. Included in the audit fees for 2024 are audit-related services consisting of additional procedures required in connection with Forvis Mazars, LLP’s review of the Company’s report on Form 10-Q for the quarter ended October 31, 2023, related to Indian tax matters, procedures for consent regarding a Form S-8 and agreed-upon procedures.
Audit Committee Report
The Audit Committee is responsible for overseeing the Company’s financial reporting process and other duties as described in the Audit Committee Charter. In fulfilling its oversight responsibilities, the Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended April 30, 2024 with management and the Company’s registered independent public accounting firm. Management of the Company is responsible for these financial statements and the Company’s financial reporting process, including the Company’s system of internal controls. The independent auditors are responsible for expressing an opinion on the conformity of these financial statements with accounting principles generally accepted in the United States. The Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Committee has received the written disclosures and the letter from Forvis Mazars, LLP required by the applicable requirements of the Public Company Accounting Oversight Board and has discussed with Forvis Mazars, LLP their independence.
The Audit Committee also considered whether the provision of non-audit services by Forvis Mazars LLP, if any, was compatible with maintaining its independence. Based on the Committee’s review of the audited financial statements and the review and discussions described in the preceding paragraph, the Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended April 30, 2024 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2024 for filing with the SEC. All members of the committee meet the independence standards established by the NASDAQ Global Market.
Audit Committee Members
Keith M. Gehl, Chairman
John D. Russell
Donald F. Shaw
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ITEM 3.
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are required to submit a proposal to stockholders for a (non-binding) advisory vote to approve the compensation of our named executive officers pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”). At their meeting in August 2019, our stockholders voted in favor of holding the advisory vote on executive compensation on an annual basis. Accordingly, we hold such advisory votes annually. The next stockholder vote on the frequency of holding the advisory vote on executive compensation will be held at our annual meeting in 2025. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the principles, policies, and practices described in this Proxy Statement. Accordingly, the following resolution is submitted for stockholder vote at the 2024 Annual Meeting:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and any related material disclosed in this Proxy Statement, is hereby APPROVED.”
As this is an advisory vote, the result will not be binding on us, the Board of Directors, or the Compensation Committee, although the Board of Directors and the Compensation Committee will consider the outcome of the vote when evaluating our compensation principles, design, and practices. Proxies submitted without direction pursuant to this solicitation will be voted “FOR” the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement.
We recommend a vote
FOR
the approval, on an advisory basis,
of the compensation of our named executive officers,
as disclosed in this Proxy Statement.
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COMPENSATION DISCUSSION AND ANALYSIS
The following sections provide compensation information pursuant to the scaled disclosure rules applicable to “smaller reporting companies” under the rules of the SEC.
Introduction
This Compensation Discussion and Analysis describes and explains the compensation awarded in fiscal year 2024 under the executive compensation program in effect for fiscal year 2024.
Background
Management has successfully navigated several challenging years, executing multiple strategic initiatives to transform and reposition the Company. These initiatives include exiting direct sales markets, transitioning to two North American dealers, installing and commissioning critical equipment in our manufacturing plants, and investing in our international subsidiaries.
Key to this strategy is the retention and recruitment of qualified directors and executives.
Our executive compensation program is designed to:
Executive Officer Compensation
The principal components of the Company’s compensation program for executive officers are discussed below. Executive compensation is overseen by the Compensation Committee of the Board, which is composed solely of independent directors.
Base Salary
The Compensation Committee annually reviews the base salaries of executive officers. Prior to the meeting at which the annual review occurs, the Committee is provided (1) information furnished by the Company’s human resources department on historical data about the base and total compensation for each executive, and marketplace compensation data, including both base and incentive compensation data, for comparable positions at other manufacturing and service companies with generally similar annual sales volume, and (2) individual performance appraisals and recommended base salary adjustments from the Chief Executive Officer for each executive officer, except himself. The human resources department also provides a base salary range based on class for each executive officer, which shows a minimum, mid-point, and maximum salary, and the position of the executive officer’s base salary in this range. The base salary range is established using marketplace comparison data and the individual responsibilities of the executive officer’s position, and is updated each year for inflation. The Company typically targets base salaries at the mid-point of the Company’s established range for a position. The Committee further considers, on a subjective basis, the executive officer’s particular qualifications, level of experience, and sustained performance over time. These same factors are also considered in determining an adjustment to the salary of the Chief Executive Officer. Base salaries are traditionally adjusted as of July 1 of each year. The table below provides information for the base salaries of our named executive officers as of July 1 of the indicated fiscal years.
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Annual Incentive Compensation
All of the Company’s executive officers are eligible to participate in an annual incentive bonus plan, pursuant to which each executive officer is eligible to earn a cash and/or equity bonus for each fiscal year of the Company, based on the attainment of financial and non-financial goals established under the incentive bonus plan and, to a lesser extent, on the executive officer’s achievement of established personal objectives to the degree determined by the Board upon the recommendation of the Chief Executive Officer and the Compensation Committee. Bonuses under the annual incentive plan represent at-risk compensation, subject to the achievement of specified goals.
At the beginning of the fiscal year, the Board approved financial goals for the Company for the year and, upon recommendation of the Compensation Committee, established specified percentages of each executive officer’s base salary that would be available for bonuses if the Company and/or its operating businesses achieved specified financial goals. The Board generally attempted to establish annual goals at target levels it believed were challenging, but achievable, with earnings above target levels considered to be relatively difficult to achieve. In determining the level of available bonuses for each executive officer, many of the same factors considered in determining an executive officer’s base salary were also considered by the Compensation Committee and the Board. The components of the financial goals were achievement of certain predetermined EBITDA targets. EBITDA is a non-GAAP financial measure and is calculated as net earnings (loss), less interest expense and interest income, income taxes, depreciation and amortization.
For fiscal year 2024, specified percentages of salary for determining the bonus for the Chief Executive Officer were 75% at target, to a maximum of 165% if the financial goals were reached at 200% of target. Bonuses were still possible at levels below 100% of target. The corresponding specified percentages for Mr. Gardner were 50% at target, to a maximum of 110% if the financial goals were reached at 200% of target. Bonuses were still possible at levels below 100% of target. The corresponding specified percentages for Mr. Batdorff were 35% at target, to a maximum of 77% if the financial goals were reached at 200% of target. Bonuses were still possible at levels below 100% of target. For all named executive officers, bonuses for performance achieved between the foregoing levels would be based on linear interpolation. The financial and non-financial goals for fiscal year 2024 were achieved, and as a result all of our named executive officers earned a cash bonus for fiscal year 2024 under the annual incentive bonus plan. The amounts of the cash bonuses received by our named executive officers are included in the Summary Compensation Table under the heading “Nonequity Incentive Plan Compensation”.
At the Company’s Annual Meeting of Stockholders held on August 23, 2023, the Company’s stockholders approved the 2023 Plan, and the 2023 Plan became effective at that time. With the effectiveness of the 2023 Plan, no additional equity awards will be granted under the 2017 Plan, although outstanding awards under the 2017 Plan will continue to be administered. Executives are eligible to receive long-term incentive compensation in the form of restricted stock units (“RSUs”). RSUs represent the right to receive, upon vesting of the RSUs, shares of the Company’s common stock. The Company has in the past awarded RSUs with time-based and performance-based vesting conditions. For fiscal year 2024, the time-based RSUs generally represented 30% of each award and will vest in equal annual installments over a three-year period; the performance-based awards represent 70% of the award, and will vest based on the achievement of performance targets over a three-year period. Future awards may contain either time-based or performance-based conditions, or a combination thereof. We currently intend that awards will be made annually, with a new three-year vesting period applicable to each year’s awards. The number of shares covered by the award is based on a percentage of salary with the percentages for the Chief Executive Officer, Mr. Gardner and Mr. Batdorff being 150%, 80% and 35%, respectively, and using the average of the high price and low price of our stock price on the grant date to value the awards.
Other Compensation Plans
The Company also maintains a 401(k) Incentive Savings Plan (the “401(k) Plan”), which covers substantially all salaried and hourly employees, including all of the executive officers. The 401(k) Plan provides benefits to all employees who have attained age 21, completed three months of service, and elect to participate. Under the terms of the 401(k) Plan, the Company makes matching contributions equal to 100% of the employee’s qualifying contribution up to 3% of the employee’s compensation, and makes matching contributions equal to 50% of the employee’s contributions between 3% and 5% of the employee’s compensation, resulting in a maximum employer contribution equal to 4% of the employee’s compensation. Additionally, the Company may make a discretionary
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contribution for participants employed by the Company on December 31 of each year up to 1% of the participant’s qualifying compensation for that calendar year based on the profitability of the Company.
The Company also maintains a non-qualified 401 Plus Executive Deferred Compensation Plan (the “401 Plus Plan”), which supplements the 401(k) Plan. The 401 Plus Plan was adopted to provide highly compensated employees an alternative retirement plan because income tax laws restrict the amount of contributions executives may otherwise contribute to the 401(k) Plan. The 401 Plus Plan operates similarly to the 401(k) Plan; the Company makes matching credits to the participant’s account in an amount equal to 50% of the compensation deferred by the participant up to 6% of the participant’s compensation. Amounts deferred under the 401 Plus Plan will be distributed to the participant after the participant’s termination of employment with the Company in cash in a lump sum or installments at a time previously elected by the participant. All of the named executive officers eligible to participate in the plan participated in the 401(k) Plan in fiscal year 2024. In the case of the 401 Plus Plan, all of the named executive officers except Mr. Gardner participated in the 401 Plus Plan in fiscal year 2024. The 401 Plus Plan allows participants to invest deferred amounts in various standard mutual funds.
Each of the Company’s executive officers is entitled to receive additional compensation in the form of payments, allocations, or accruals under various other group compensation and benefit plans on the same basis as other employees. Benefits under these plans are not directly tied to employee or Company performance.
Retention Bonuses
In light of the strong leadership demonstrated by Messrs. Hull and Gardner, as evidenced by the Company’s operating and financial results in fiscal year 2024, the Board of Directors determined that it was in the best interests of the Company and its stockholders to enter into retention bonus agreements with Messrs. Hull and Gardner.
On March 18, 2024, the Company and Mr. Hull entered into a retention bonus agreement. Pursuant to the terms of the agreement, Mr. Hull was paid a cash retention bonus in the amount of $250,000. If Mr. Hull voluntarily resigns from employment with the Company other than for “good reason,” or if the Company terminates Mr. Hull’s employment for “cause,” in each case before the date that is 36 months from the effective date of the agreement, Mr. Hull will reimburse the Company 100% of the gross amount of the bonus. For purposes of the agreement, “good reason” and “cause” have the definitions ascribed to those terms in the Change of Control Employment Agreement, dated as of June 18, 2019, by and between the Company and Mr. Hull, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2019.
Similarly, on June 26, 2024, the Company and Mr. Gardner entered into a retention bonus agreement. Pursuant to the terms of the agreement, Mr. Gardner was paid a cash retention bonus in the amount of $150,000. If Mr. Gardner voluntarily resigns from employment with the Company other than for “good reason,” or if the Company terminates Mr. Gardner’s employment for “cause,” in each case before the date that is 36 months from the effective date of the agreement, Mr. Gardner will reimburse the Company 100% of the gross amount of the bonus. For purposes of the agreement, “good reason” and “cause” have the definitions ascribed to those terms in the Change of Control Employment Agreement, dated as of June 18, 2019, by and between the Company and Mr. Gardner, a copy of which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 21, 2019.
Chief Executive Officer Compensation
The Compensation Committee considers the Chief Executive Officer’s leadership an important factor in the future success of the Company. The compensation of the Chief Executive Officer has traditionally included base salary, annual incentive compensation, long-term incentive compensation, and benefits under various group plans. In establishing the Chief Executive Officer’s base salary for each fiscal year, the Compensation Committee considers operating results for the prior year and the outlook for the current year, continued development of the management team, operational improvements, compensation of chief executive officers of other companies with comparable sales, a review of his base salary in relation to the range for his position proposed by the human resources department, and the price of the Company’s common stock.
The Chief Executive Officer’s annual incentive compensation and long-term incentive compensation have been determined pursuant to the Company’s incentive plans for executive officers, and will continue to be determined under the incentive plans for executive officers that are part of the Company’s executive compensation program. Mr. Hull earned a cash bonus of $726,000 for fiscal year 2024 under the annual incentive bonus plan.
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COMPENSATION TABLES
Summary Compensation Table
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