KENNAMETAL INC
For the period ended Oct 28, 2025. Filed Sep 15, 2025.
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Oct 28, 2025 · Filed Sep 15, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
| 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 Pursuant to § 240.14a-12 |
KENNAMETAL INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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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. |
A MESSAGE FROM OUR BOARD OF DIRECTORS
September 15, 2025
Dear Fellow Shareholders,
We are pleased to invite you to the Kennametal Annual Shareholders Meeting on October 28, 2025, at 2:00 p.m. Eastern Time. The meeting will be held virtually via live audio webcast.
The Annual Meeting will, as always, include consideration of the matters included in the Notice of Annual Meeting and Proxy Statement. We believe every shareholder’s vote is important so if you cannot attend the virtual meeting live, please see the Notice of Annual Meeting of Shareowners for details on voting.
As you know, our Board of Directors is committed to exceptional corporate governance, compliance and ethical conduct, promoting the best interests of our shareholders. As noted in this Proxy Statement, we continue to follow good governance practices in line with these interests.
On behalf of the Board of Directors, thank you for your continued support of Kennametal.
Sincerely,
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| | Sanjay Chowbey | | William Lambert | |
| | President and Chief Executive Officer | | Chairman of the Board | |
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Notice of Annual Meeting of Shareowners
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| When: | 2:00 p.m. (Eastern Time) on Tuesday, October 28, 2025 |
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| Where: | Virtually, via live audio webcast at www.virtualshareholdermeeting.com/KMT2025 |
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| Record Date: | Friday, August 29, 2025 (Only shareowners of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.) |
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Agenda
The Annual Meeting of Shareowners (“Annual Meeting”) will be held to consider and act upon the following matters:
| 1. | The election of eight directors for terms to expire in 2026; |
| 2. | The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026; and |
| 3. | A non-binding (advisory) vote to approve the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement. |
Shareowners also will be asked to consider such other business as may properly come before the meeting. The Board of Directors has fixed Friday, August 29, 2025, as the record date (the “Record Date”). Only shareowners of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.
How to Vote
We are utilizing a U.S. Securities and Exchange Commission Rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. We believe that this delivery process will reduce our environmental impact, and over time, lower the costs of printing and distributing our proxy materials. We believe that we can achieve these benefits with no impact on our shareowners’ timely access to this important information. If you have received a Notice, and you would prefer to receive proxy materials (including a proxy card) in printed form by mail or electronically by email, please follow the instructions contained in the Notice.
It is not necessary to attend the Annual Meeting to vote your shares. You may vote by proxy via telephone, Internet or by completing, dating, signing and returning a paper proxy card.
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| | By Order of the Board of Directors |
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| | Michelle R. Keating |
| | Vice President, Secretary |
| | and General Counsel |
September 15, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELDOCTOBER 28, 2025
This Proxy Statement and the 2025 Annual Report are available for viewing at
www.proxyvote.com
2025 Proxy Summary
This 2025 Proxy Summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider before voting, and we strongly encourage you to carefully read the Proxy Statement before voting.
General Information About the 2025 Annual Meeting of Shareowners
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| 2:00 p.m. (Eastern Time) on Tuesday, October 28, 2025 | |
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| Virtually, via live audio webcast at www.virtualshareholdermeeting.com/KMT2025 | |
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| August 29, 2025 | |
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| For all matters, shareowners as of the Record Date have one vote for each share of capital stock held by such person on the Record Date | |
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Proposals to be Considered and Board Recommendations
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| · Proposal · Board VotingRecommendation · Page Reference(for more detail) | |||||
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| | | Election of eight directors with terms to expire in 2026. | FOR each Director Nominee | 7 | |
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| | | Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. | FOR | 33 | |
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| | | Non-binding (advisory) vote to approve the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement. | FOR | 90 | |
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Board Nominees
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| · · · · · · · · · · CommitteeMemberships · · Other Public | ||||||||||||||||
| Name · Age · DirectorSince (1) · Occupation · Independent · AC · CHC · N/CG · CompanyBoards | ||||||||||||||||
| Joseph Alvarado | | 73 | | 2018 | | Board of Directors,Arcosa, Inc.,PNC Financial Services Group,Inc. and Trinseo, S.A. | | Yes | | — | | ✘ | | Chair | | Arcosa, Inc.;PNC FinancialServices Group, Inc.;Trinseo, S.A. |
| Shelley Bausch | | 59 | | 2025 | | Board of Directors,GATX Corporation | | Yes | | ✘ | | — | | — | | GATX Corporation |
| Sanjay Chowbey | | 57 | | 2024 | | President and ChiefExecutive Officer (“CEO”),Kennametal Inc. | | No | | — | | — | | — | | — |
| Douglas T. Dietrich | | 56 | | 2025 | | Chairman and CEO, Minerals Technologies Inc. | | Yes | | ✘ | | — | | — | | Minerals Technologies Inc. |
| William M. Lambert | | 67 | | 2016 | | Chairman of the Board,Kennametal Inc. | | Yes | | — | | — | | — | | MSA Safety Incorporated |
| Lorraine M. Martin | | 63 | | 2018 | | President and CEO,National Safety Council | | Yes | | — | | ✘ | | | | IperionX Limited |
| Sagar A. Patel | | 59 | | 2016 | | Board Member, Aerospace Portfolio Company,Ronin Equity Partners | | Yes | | ✘ | | — | | ✘ | | — |
| Paul Sternlieb | | 53 | | 2023 | | President and CEO and member ofthe Board of Directors, Enerpac ToolGroup | | Yes | | ✘ | | — | | — | | Enerpac Tool Group |
| (1) | References are to calendar years |
| AC | Audit Committee |
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| CHC | Compensation and Human Capital Committee |
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| N/CG | Nominating/Corporate Governance Committee |
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| ● | Attendance: In Fiscal 2025, each of our directors serving on the Board attended at least 75% of the Board and committee meetings on which he or she sat during his or her tenure as a director. The following changes were made to the Board in Fiscal 2025: Mr. Dietrich was elected to the Kennametal Inc. Board effective February 1, 2025 and Ms. Bausch was elected to the Kennametal Inc. Board effective May 1, 2025. At the same time, effective February 1, 2025, Mr. Dietrich was appointed to serve on the Audit Committee. Effective May 1, 2025, Ms. Bausch was appointed to serve on the Audit Committee. During Fiscal 2025, there were no changes to the Compensation and Human Capital Committee and Nominating/Corporate Governance Committee memberships. During Fiscal 2025, Cindy L. Davis served Chair of the Compensation and Human Capital Committee and a member of the Nominating/Corporate Governance Committee, William J. Harvey served as a member of the Compensation and Human Capital Committee and the Nominating/Corporate Governance Committee, and Steven H. Wunning as Chair of the Audit Committee. |
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| ● | Director Elections: Directors are elected by a majority of votes cast; meaning that the number of votes cast “for” such director nominee must exceed the number of votes cast “against” such nominee in order for a director to be elected. |
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Corporate Governance Highlights
Our Board has a strong commitment to ethical conduct and good corporate governance, which promotes the long-term interests of shareowners, strengthens the Board and management accountability and helps build public trust in the Company. The dashboard below provides a snapshot of the Company’s current corporate governance policies.
| ● | Declassified Board of Directors — The Company’s By-Laws provide for a declassified Board of Directors, whereby all Directors are elected to one-year terms. |
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| ● | Separation of CEO and Chairman — The roles of the Chief Executive Officer and the Chairman of the Board are separate. An independent director serves as our Chairman of the Board. |
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| ● | Majority Voting in Director Elections — Director elections are conducted on a majority voting basis and without cumulative voting. |
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| ● | Change in Control Double-Trigger Vesting Provision — The Company’s 2024 Stock and Incentive Plan requires both a change in control of the Company and termination of the executive’s employment (“double-trigger”) for unvested or unearned equity awards to vest on an accelerated basis. |
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| ● | Governance Guidelines — The Board has established Corporate Governance Guidelines which provide a framework for the effective governance of the Company. The guidelines address matters such as the Board’s mission, a Director’s responsibilities, Director qualifications, determination of Director independence, Board committee structure, Chief Executive Officer performance evaluations and management succession. The Board regularly reviews developments in corporate governance and updates the Corporate Governance Guidelines and other governance materials as it deems necessary and appropriate. The Company’s Corporate Governance Guidelines are available on its website at www.kennametal.com on the “Corporate Governance” page under “Investor Relations.” |
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| ● | Independent Directors — Our Board is comprised of all independent directors, other than our President and CEO. |
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| ● | Independent Directors Regularly Meet — Our independent directors meet in executive sessions, led by our independent Chairman of the Board, at each regularly scheduled Board meeting. |
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| ● | Independent Board Committees — We have three standing Board committees with only independent directors serving as members. |
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| ● | Annual Board and Committee Self-Evaluation — Our Board and Board committees engage in a self-evaluation process annually. |
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| ● | High Rate of Board Attendance — In Fiscal 2025, each of our directors serving on the Board attended at least 75% of the Board and committee meetings on which he or she sat during his or her tenure. |
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| ● | No Poison Pill — The Company currently does not have a poison pill in place. |
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| ● | Strong Stock Ownership Guidelines for Directors and Executive Officers — We have adopted Stock Ownership Guidelines for directors, executives and key managers to effectively link the interests of management and our shareowners and to promote an ownership culture throughout our organization. We believe that stock should be acquired and held in quantities that encourage management to make decisions and take actions that will enhance Company performance and increase its value. |
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| ● | Policies Prohibiting Hedging, Pledging, and Shorting Company Securities — Our insider trading policy prohibits the hedging, pledging and shorting of Company stock by any member of the Board, executive officer, or other corporate officer, as defined in the policy, and their family members, without the prior approval and express authorization of the Company’s General Counsel. An exception to this prohibition may be granted where an individual wishes to pledge Company stock as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resorting to the pledged stock. |
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Fiscal 2025 Summary
The Company achieved the following performance in sales, profitability and returns for Fiscal 2025 (see Appendix A for a reconciliation of these non-GAAP financial measures to the comparable GAAP measures):
| ● | Sales of $2.0 billion for Fiscal 2025, compared with sales of $2.0 billion for Fiscal 2024. |
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| ● | Net income attributable to Kennametal for Fiscal 2025 was $93.1 million, compared to $109.3 million in Fiscal 2024. |
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| ● | Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for Fiscal 2025 was $285 million, or 14.5% EBITDA margin. Adjusted EBITDA for Fiscal 2025 was $299 million, or 15.2% Adjusted EBITDA margin. EBITDA for Fiscal 2024 was $300 million, or 14.7% EBITDA margin. Adjusted EBITDA for Fiscal 2024 was $313 million, or 15.3% Adjusted EBITDA margin. |
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| ● | Return on Invested Capital (“ROIC”) for Fiscal 2025 was 6.2% compared with 7.0% in Fiscal 2024. Adjusted ROIC for Fiscal 2025 was 6.8% compared with Adjusted ROIC of 7.6% in Fiscal 2024. |
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| ● | Primary Working Capital was $638 million as of June 30, 2025, compared to $626 million as of June 30, 2024. Primary Working Capital as a Percent of Sales (“PWCPS”) was 31.9% as of June 30, 2025, compared to 32.0% as of June 30, 2024. |
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Executive Compensation Highlights for Fiscal 2025
The following are the highlights of our 2025 executive compensation program:
| ● | The Committee has adopted a strong pay-for-performance philosophy which is evaluated on an annual basis through a realizable pay-for-performance alignment assessment for the CEO position conducted by the Committee’s independent consultant. This assessment has revealed a strong alignment between our CEO’s historical realizable compensation and our company’s performance compared to our peers over the past three years. |
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| ● | Compensation is paid in a mix of base salary, annual cash-based incentives under our AIP, and equity-based long-term incentive awards. |
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| ● | Compensation is significantly tied to Company and Segment financial and stock performance, so that a substantial portion of the compensation provided to our executive officers is performance-based and at risk. |
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| ● | 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: |
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| ● | Annual cash-based incentive plan: “first half” and “second half” goal setting for metrics that comprise 70% of the AIP weight, which provides the Committee with better insights into economic conditions that can rapidly impact our business either positively or negatively. No payments are made until the end of the fiscal year. |
| ● | PSU plan: Adjusted 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 either not challenging (goals set in an economic trough) or unachievable early in the three-year performance period which can result in retention risks and even the need for separate retention awards. Adjusted ROIC performance goals and related payouts for Fiscal 2025 were approved by the Committee in July 2024. Adjusted ROIC performance goals for Fiscal 2026 and Fiscal 2027 will be determined near the beginning of each of the subsequent fiscal years. The Committee approved the Average Adjusted EBITDA Margin goal and related payouts at its July 2025 meeting for the full three-year performance period. |
| ● | Payment of annual cash-based incentives under the AIP is based on achieving critical measures of Company and Segment performance, consistent with our pay-for-performance philosophy. Payments earned under the Fiscal 2025 AIP were based on financial metrics with two six-month performance periods and one financial metric with a twelve-month performance period, while ESG goals were measured over the full fiscal year. The financial metrics and weightings are described above in the section “Changes to Executive Compensation Arrangements in Fiscal 2025.” No award earned is paid prior to the end of the fiscal year. |
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| ● | Our equity-based long-term incentive program is intended to drive the achievement of critical long-term business objectives, align management’s interests with those of our shareowners and foster retention of key executives. In Fiscal 2025, 60% of the target value of each executive’s long-term incentive opportunity was granted as PSUs and 40% was granted as RSUs, all of which are settled in stock. RSUs continue to vest at the rate of one-third per year on each grant date anniversary over three years. |
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| ● | Vesting of Fiscal 2025 PSUs is based on the attainment of an Adjusted ROIC financial performance goal (66.66% weight) and Average Adjusted EBITDA Margin (33.34% weight). PSUs are subject to an additional continuous service requirement, which provides that award recipients must remain employed by the Company through the distribution date to receive the units, which is three years after the grant date. For Fiscal 2025, only one-third of the Adjusted ROIC component of the FY2025-2027 PSU award will be reported in the subsequent tables following the Compensation and Human Capital Committee Report, as financial targets for remaining tranches will be set at or near the beginning of each subsequent fiscal year. Accordingly, only the Fiscal 2025 tranche for Adjusted ROIC performance is included as part of the grant under applicable disclosure rules in the tables below. The remaining tranches will be reported as separate grants when the applicable PSU targets are established. |
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Our Fiscal 2025 financial and ESG performance had the following effects on the performance-based awards held by our named executive officers (“NEOs”), with no adjustments made to the actual financial performance.
Fiscal 2025 AIP
| ● | For Fiscal 2025, including “first half” and “second half” performance, the total payout for twelve months was as follows, based on performance against our financial metrics and including the ESG modifier, which reduced NEO payouts by 10%: Corporate NEOs was 63.2% of target; Mr. Bersaglini (who had prorated payments for the first half performance period and PWCPS full-year performance period) was 59.2% of target; and Mr. Hamadi (who had a blend of Corporate and Infrastructure Segment) was 66.7% of target. Mr. Cardenas was paid based upon the Infrastructure Segment performance, which was 70.5% of target. No payments were made at the end of the first six-month period. |
Performance Stock Units
| ● | The first of three tranches of the 2025 PSUs tied to Adjusted ROIC achieved performance at an 81.1% multiple of target. Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2027. No payment has been made under the 2025 PSUs. |
| ● | The second of three tranches of the 2024 PSUs tied to Adjusted ROIC achieved performance, at an 81.1% multiple of target. The tranche tied to Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2026. No payment has been made under the 2024 PSUs. |
| ● | The third of three tranches of the 2023 PSUs tied to Adjusted ROIC achieved performance at an 81.1% multiple of target, and when combined with the first and second tranches tied to Adjusted ROIC, the three tranches achieved 91.1% multiple of target and comprised 66.66% weight of the number of PSUs awarded. The tranche tied to Average Adjusted EBITDA Margin, which comprised 33.34% weight of the number of PSUs awarded, achieved performance at a 92.4% payout multiple of target over the three-year performance period. The cumulative total payout multiple was 91.5% of target for the combined three years of ROIC performance (fiscal years 2023, 2024 and 2025) and Average Adjusted EBITDA Margin for fiscal years 2023 through 2025. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.