Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2018, Kennametal Inc. (“Kennametal” or the “Company”) announced the appointment of Damon J. Audia to serve as Vice President and Chief Financial Officer of the Company effective September 24, 2018. Mr. Audia will report to President and Chief Executive Officer, Christopher Rossi. Mr. Audia will succeed Jan Kees van Gaalen, who previously announced his retirement.
Mr. Audia, age 47, joins Kennametal from Carpenter Technology Corporation (“Carpenter”), a public company, and a global manufacturer of premium specialty alloys, where he served as Senior Vice President and Chief Financial Officer since October 2015. Before joining Carpenter, he served in various roles at Goodyear Tire and Rubber Company from 2004 to 2015, most recently as Senior Vice President Finance, North America from 2013 to 2015; and previously as Senior Vice President Finance, Corporate Business Development from 2012 to 2013; as Senior Vice President Finance, Asia Pacific from 2010 to 2012; and as Senior Vice President and Treasurer from 2008 to 2010. Prior to this, Mr. Audia served in various finance and treasury roles with increasing responsibility with Delphi Corporation, from 1998 to 2004.
In connection with his appointment as Vice President and Chief Financial Officer, Mr. Audia will be entitled to the following:
| | • | | Annual base salary of $550,000. |
| | • | | A special long-term incentive grant on October 1, 2018 to be made under the Kennametal Inc. Stock and Incentive Plan of 2016 (the “2016 Plan”) with a total value of $4,362,500, consisting of (i) Restricted Stock Units (“RSU’s”) in the amount of $3,785,000, which will vest in equal parts over a 3 year period, withone-third vesting on each anniversary date of the grant; and (ii) Performance Stock Units (“PSU’s”) in the amount of $577,500 which cliff vest on the third grant date anniversary subject to the achievement of certain Kennametal performance measures in each of the three years in the term. |
| | • | | Participation in the Company’s Annual Incentive Plan with a target bonus for fiscal year 2019 of 80% of annual base salary. |
| | • | | Relocation assistance under the Company’s relocation policy. |
| | • | | Participation in all general employee benefit plans and programs as well as participation in any plans and programs for executives. |
At the time that Mr. Audia starts his service with Kennametal on September 24, 2018, he will also enter into an officer’s employment agreement with Kennametal. Generally, the officer’s employment agreement will provide:
| | • | | General. Mr. Audia will be required to devote his entire time and attention to the business and affairs of Kennametal while he is employed. |
| | • | | Term. There is no predetermined term. |
| | • | | Non-competition/non-disclosure. Unless Kennametal provides prior consent in writing, if Kennametal terminates his employment without cause, then for one year after the date of termination, Mr. Audia cannot, in any geographic area in which Kennametal is offering its services and products: (a) directly or indirectly engage in; or (b) assist or have an active interest in; or (c) enter the employ of, or act as agent for, or advisor or consultant to, any entity which is or is about to become directly or indirectly engaged in any business that is competitive with any business of the Company or any of its subsidiaries or affiliates in which the executive is or was engaged. In the event that (i) Mr. Audia voluntarily terminates his employment; or (ii) Mr. Audia’s employment is terminated for reason of a Change in Control or any other reason, the aforementionednon-compete obligation is two years after the date of termination. |
