SEC Filing | Kennametal Inc.

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DEF 14A

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 ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		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):



☒		No fee required.

☐		Fee paid previously with preliminary materials:

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

A MESSAGE FROM OUR BOARD OF DIRECTORS

September 12, 2023

Dear Fellow Shareowners,

Please accept our invitation to the Kennametal Annual Meeting of Shareowners on Tuesday, October 24, 2023, at 2:00 p.m. EST. The meeting will be held virtually via a live audio webcast.

As always, the Annual Meeting will include consideration of the matters included in the accompanying Notice of Annual Meeting and Proxy Statement. Every shareowner’s vote is important and if you cannot attend the virtual meeting, please see the Notice of Annual Meeting of Shareowners for details on voting.

In fiscal year 2023, the Kennametal team delivered organic sales growth of 9 percent and free operating cash flow of $169 million, the strongest since 2015. On a constant currency basis, we also saw growth in all regions and particularly strong growth in our Aerospace & Defense and Energy end markets.

For the full year, we delivered on our revenue and earnings per diluted share (EPS) outlook despite macroeconomic uncertainties and headwinds from inflation, foreign exchange, supply chain disruptions and a slower recovery in China. Revenues were $2.078 billion and adjusted EBITDA was $323 million or 15.5% margin.

Throughout the year we continued our disciplined capital allocation strategy in support of returning cash to shareowners, with $49 million in share repurchases and $65 million in dividends.

Our Board of Directors remains committed to excellent corporate governance, compliance and ethical conduct, promoting the best interests of our shareowners. As noted in this Proxy Statement, we continue to follow good governance practices in line with these interests.

We also continue to advance our Environmental, Social, and Governance (ESG) strategy, and you can learn more about that progress in our FY23 ESG Report found on the ESG page of our Investor Relations website.

On behalf of the Board of Directors, thank you for your continued ownership and support of Kennametal.

Sincerely,




		Christopher Rossi		Lawrence W. Stranghoener
		President and Chief Executive Officer		Chairman of the Board

LOGO

Notice of Annual Meeting of Shareowners


When:		2:00 p.m. (Eastern Time) on Tuesday, October 24, 2023

Where:		Virtually, via live audio webcast at www.virtualshareholdermeeting.com/KMT2023

Record Date:		Wednesday, August 30, 2023 (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.)

Agenda

The Annual Meeting of Shareowners (“Annual Meeting”) will be held to consider and act upon the following matters:

1.	The election of ten directors for terms to expire in 2024;

2.	The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2024;

3.	A non-binding (advisory) vote to approve the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement; and

4.	A non-binding (advisory) vote on the frequency of the future advisory votes on executive compensation.

Shareowners also will be asked to consider such other business as may properly come before the meeting. The Board of Directors has fixed Wednesday, August 30, 2023, 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.

LOGO

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.


		By Order of the Board of Directors

		Michelle R. Keating
		Vice President, Secretary
		and General Counsel

September 12, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD

OCTOBER 24, 2023

This Proxy Statement and the 2023 Annual Report are available for viewing at

www.proxyvote.com

2023 Proxy Summary

This 2023 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 2023 Annual Meeting of Shareowners




		2:00 p.m. (Eastern Time) on Tuesday, October 24, 2023

		Virtually, via live audio webcast at www.virtualshareholdermeeting.com/KMT2023

		August 30, 2023

		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

Proposals to be Considered and Board Recommendations



Proposal	Board Voting Recommendation	Page Reference (for more detail)

Election of ten directors with terms to expire in 2024	FOR each Director Nominee	7

Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024	FOR	35

Non-binding (advisory) vote to approve the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement	FOR	92

Non-Binding (advisory) vote on the frequency of future advisory votes on executive compensation.	ANNUAL FREQUENCY	97

KENNAMETAL INC. 2023 Proxy Statement

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PROXY SUMMARY

Board Nominees

Director

Since (1)

Committee
Memberships

Other Public

Company

Boards

Name

Age

Occupation

Independent

CHC

N/CG

Joseph Alvarado

2018

Board of Directors,

Arcosa, Inc.,

PNC Financial Services Group,

Inc. and Trinseo, S.A.

Yes

—

✘

Arcosa, Inc.;

PNC Financial
Services Group, Inc.;

Trinseo, S.A.

Cindy L. Davis

2012

Board of Directors,

Brinker International, Inc. and

Deckers Outdoor
Corporation

Yes

—

Chair

✘

Brinker
International, Inc.;

Deckers Outdoor
Corporation

William J. Harvey

2011

Board of Directors,
Bridgestone Americas, Inc.,
Origin Materials, Inc., Huber Engineered Woods LLC and Clean Chemistry, Inc.

Yes

—

✘

Chair

Origin Materials, Inc.

William M. Lambert

2016

Board of Directors,
MSA Safety, Inc.

Yes

Chair

—

MSA Safety, Inc.

Lorraine M. Martin

2018

President and CEO,
National Safety Council

Yes

—

✘

—

IperionX Limited

Sagar A. Patel

2016

Consultant, Aerospace & Defense industry

Yes

✘

—

Christopher Rossi

2017

President and Chief
Executive Officer (“CEO”),
Kennametal Inc.

—

Terex Corporation

Paul Sternlieb

2023

President and CEO and member of the Board of Directors, Enerpac Tool Group

Yes

✘

—

Enerpac Tool Group

Lawrence W. Stranghoener

2003

Chairman of the Board,
Kennametal Inc.

Yes

—

Steven H. Wunning

2005

Board of Directors,
Summit Materials, Inc.

Yes

✘

—

✘

Summit Materials,
Inc.

(1)	References are to calendar years.

AC	Audit Committee

CHC	Compensation and Human Capital Committee

N/CG	Nominating/Corporate Governance Committee

•

Attendance: In Fiscal 2023, each of our director nominees 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. In Fiscal 2023, Mr. Sternlieb was elected to the Kennametal Inc. Board, effective January 1, 2023. On February 1, 2023 Mr. Sternlieb was appointed to serve on the Audit Committee. At the same time, Ms. Martin moved from the Audit Committee to the Compensation and Human Capital Committee.

•

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.


ii		\| KENNAMETAL INC. 2023 Proxy Statement

PROXY SUMMARY

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 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.

•

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.

•

Majority Voting in Director Elections — Director elections are conducted on a majority voting basis and without cumulative voting.

•

Change in Control Double-Trigger Vesting Provision — The Company’s 2020 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.

•

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.”

•

Independent Directors — Our Board is comprised of all independent directors, other than our President and CEO.

•

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.

•

Independent Board Committees — We have three standing Board committees with only independent directors serving as members.

•

Annual Board and Committee Self-Evaluation — Our Board and Board committees engage in a self-evaluation process annually.

•

High Rate of Board Attendance — In Fiscal 2023, 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.

•

No Poison Pill — The Company currently does not have a poison pill in place.

•

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.

•

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

KENNAMETAL INC. 2023 Proxy Statement

| iii

PROXY SUMMARY

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.

Fiscal 2023 Summary

The Company achieved the following performance in sales, profitability and returns for Fiscal 2023 (see Appendix A for a reconciliation of these non-GAAP financial measures to the comparable GAAP measures):

•

Sales of $2.1 billion for Fiscal 2023, compared with sales of $2.0 billion for Fiscal 2022.

•

Net income attributable to Kennametal for Fiscal 2023 was $118.5 million, compared to $144.6 million in Fiscal 2022.

•

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for Fiscal 2023 was $316 million, or 15.2% EBITDA margin. Adjusted EBITDA for Fiscal 2023 was $323 million, or 15.5% Adjusted EBITDA margin. EBITDA for Fiscal 2022 was $358 million, or 17.8% EBITDA margin. Adjusted EBITDA for Fiscal 2022 was $364 million, or 18.1% Adjusted EBITDA margin.

•

Return on Invested Capital (“ROIC”) for Fiscal 2023 was 7.5% compared with 8.6% in Fiscal 2022. Adjusted ROIC for Fiscal 2023 was 7.8% compared with Adjusted ROIC of 8.9% in Fiscal 2022.

•

Primary Working Capital was $662 million as of June 30, 2023, compared to $638 million as of June 30, 2022. Primary Working Capital as a Percent of Sales (“PWCPS”) was 32.4% as of June 30, 2023, compared to 31.2% as of June 30, 2022.

Executive Compensation Highlights for Fiscal 2023

The following are the highlights of our 2023 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.

•


iv		\| KENNAMETAL INC. 2023 Proxy Statement

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 2023 AIP were based on four performance metrics: Adjusted EBITDA, PWCPS, ESG goals and individual performance. Adjusted EBITDA and PWCPS both had two six-month performance periods, while the ESG goals and individual performance were measured over the full fiscal year. No earned award is paid prior to the end of the fiscal year.

•

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 2023, 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.

•

Vesting of Fiscal 2023 PSUs is based on the attainment of Adjusted ROIC financial performance goals (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 payout date to receive the payout, which is three years after the grant date. For Fiscal 2023, only one-third of the Adjusted ROIC component of the FY2023-2025 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, under applicable disclosure rules, only the Fiscal 2023 tranche for Adjusted ROIC performance is included as part of the grant in the tables below. The remaining tranches will be reported as separate grants when the applicable PSU targets are set.

Our Fiscal 2023 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 2023 AIP

•

For Fiscal 2023 full year, including “first half” and “second half” performance, the Fiscal Year total payout for 12 months is 98.2% of target payout based on performance against our financial and ESG metrics, excluding the impact of achievement of the individual performance component for each executive. No payments are made at the end of the first six-month period.

Performance Stock Units

•

The first of three tranches of the 2023 PSUs achieved Adjusted ROIC performance at a 125% multiple of target PSUs awarded. Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2025.

•

The second of three tranches of the 2022 PSUs achieved Adjusted ROIC performance at a 125% multiple of target PSUs awarded. Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2024.

•

The third of three tranches of the 2021 PSUs, as measured by Adjusted ROIC performance, was achieved at a 125% multiple of target. The cumulative total payout multiple was 105.5% for the combined three years of ROIC performance (fiscal years 2021, 2022, and 2023) and includes the application of the Relative TSR multiplier for fiscal years 2021 through 2023.

KENNAMETAL INC. 2023 Proxy Statement

| v

Table of Contents


GENERAL INFORMATION			1

PROPOSAL I. ELECTION OF DIRECTORS			7

ETHICS AND CORPORATE GOVERNANCE			16

Code of Conduct			16
Corporate Governance			16
The Board’s Oversight of Risk Management			23
Environmental, Social and Governance Reporting			23

BOARD OF DIRECTORS AND BOARD COMMITTEES			27

Meeting Information			27
Board Committees			27
Committee Functions			28
Board of Directors Compensation and Benefits			29

AUDIT COMMITTEE REPORT			33

PROPOSAL II. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			35

EXECUTIVE COMPENSATION			37

COMPENSATION DISCUSSION AND ANALYSIS			37

Fiscal 2023 Summary			37
Executive Compensation Highlights for Fiscal 2023			38
Relationship Between Pay and Performance			40
Design of our Executive Compensation Program			43
How Compensation Decisions are Made			46
2023 Executive Compensation Program			48

COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT			65

ANALYSIS OF RISK INHERENT IN OUR COMPENSATION POLICIES AND PRACTICES			66

Executive Compensation Tables			67
2023 Nonqualified Deferred Compensation			75
Retirement Programs			75

EQUITY COMPENSATION PLANS			77

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			79

CEO PAY RATIO FOR FISCAL YEAR 2023			86

Pay Versus Performance (“PVP”)			87

PROPOSAL III. NON-BINDING (ADVISORY) VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS			92

OWNERSHIP OF CAPITAL STOCK BY DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS			93

PRINCIPAL HOLDERS OF VOTING SECURITIES			95

PROPOSAL IV. A NON-BINDING (ADVISORY) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			97

FORM 10-K ANNUAL REPORT			98

OTHER MATTERS			99

Delinquent Section 16(a) Reports			99

APPENDIX A — EBITDA, EBITDA MARGIN, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN, PWC, PWCPS, ROIC AND ADJUSTED ROIC RECONCILIATIONS			A-1

General Information

When and where is the 2023 Annual Meeting?

The 2023 Annual Meeting of shareowners (the “Annual Meeting”) will be held virtually, through a live, audio-only webcast, on Tuesday, October 24, 2023, 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/KMT2023 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 2023 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 availability of proxy materials (“Notice”). Instructions on how to access the proxy materials over the Internet or how to request a paper copy of proxy materials may be found in the Notice.

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.

Why didn’t I receive a Notice in the mail regarding the Internet availability of proxy materials?

The SEC rules that allow us to furnish our proxy materials over the Internet rather than in paper form do not require us to do so for all shareowners. We may choose to send certain shareowners the Notice, while sending other shareowners a full set paper copy of our Proxy Statement, 2023 Annual Report, Notice and proxy card.

How can I access the proxy materials over the Internet?

The Notice contains instructions on how to view the proxy materials on the Internet, vote your shares on the Internet and obtain printed or electronic copies of the proxy materials. An electronic copy of this Proxy Statement and the 2023 Annual Report are available at www.proxyvote.com.

When was the Notice or other proxy materials mailed to shareowners?

The Notice of this Proxy Statement was first mailed to shareowners on or about September 12, 2023. Once the Notice is received, shareowners have the option of (1) accessing the proxy materials, including instructions on how to vote online; or (2) requesting that those materials be sent to the shareowner in paper. Opting to receive your proxy materials online will save the Company the cost of producing and mailing documents to your home or business and will also give you an electronic link to the proxy voting site.

Why did I receive a Notice or a copy of this Proxy Statement?

The Board of Directors of Kennametal Inc. (“we,” “us,” “Kennametal” or the “Company”) is soliciting proxies to be voted at the Annual Meeting to be held on October 24, 2023, and at any adjournment of the Annual Meeting. When we ask for your proxy, we must provide you with a proxy statement that contains certain information specified by law.

KENNAMETAL INC. 2023 Proxy Statement

| 1

GENERAL INFORMATION

What will the shareowners vote on at the Annual Meeting?

The Board of Directors has submitted four proposals for your consideration at this meeting:

•

The election of ten directors for terms to expire in 2024;

•

The ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2024;

•

A non-binding (advisory) vote to approve the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement; and

•

A non-Binding (advisory) vote on the frequency of future advisory votes on executive compensation.

Will there be any other items of business on the agenda?

We do not expect any other items of business to be presented at the meeting. However, in case there is an unforeseen need, your proxy also gives discretionary authority to the named proxy holders with respect to any other matters that might be brought before the meeting. Those proxy holders intend to vote your proxy on any such matter in accordance with their best judgment.

Who is entitled to vote?

Shareowners as of the close of business on Wednesday, August 30, 2023, (the “Record Date”) may vote at the Annual Meeting. For all matters, you have one vote for each share of capital stock you hold on the Record Date, including shares:

•

Held directly in your name as the shareowner of record;

•

Held for you in an account with a broker, bank or other nominee; and

•

Attributed to your account in one of our Company-sponsored 401(k) plans.

What constitutes a quorum?

A majority of the outstanding shares, present or represented by proxy, constitutes a quorum for the Annual Meeting. As of the Record Date, 80,000,483 shares of our capital stock were issued and outstanding. Abstentions and broker non-votes (which are explained below) will be counted for purposes of determining a quorum, but will not be counted as votes cast.

How many votes are required for the approval of each item?

•

The ten nominees for director for terms expiring in 2024 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. Abstentions, broker non-votes and instructions to withhold authority to vote for one or more of the nominees will result in those nominees receiving fewer votes but will not count as votes against the nominee.

•

The ratification of the selection of the independent auditors will be approved if the proposal receives the affirmative vote of at least a majority of the votes cast by shareowners present, virtually or by proxy, at the meeting. Abstentions will not be counted as votes cast either for or against the proposal.

•

The compensation paid to our named executive officers, as disclosed in this Proxy Statement, will be approved (on a non-binding, advisory basis) if the proposal receives the affirmative vote of at least a majority of the votes cast by shareowners present, virtually or by proxy, at the meeting. Abstentions and broker non-votes will not be counted as votes cast either for or against the proposal.


2		\| KENNAMETAL INC. 2023 Proxy Statement

GENERAL INFORMATION

•

The alternative receiving the greatest number of votes (every one year, two years or three years) regarding the frequency of future advisory votes on executive compensation is the frequency that our shareowners approve (on a non-binding advisory basis) measured by the votes cast by shareowners present, in person or by proxy, at the meeting. Abstentions and broker non-votes will not be counted as votes cast either for or against the proposal.

What are “Broker Non-Votes?”

If your shares are held by a broker (i.e., “in street name”), the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions to your broker, one of two things can happen, depending on the type of proposal. For the ratification of the selection of the independent auditors, which is considered a “routine” matter, the broker may vote your shares in its discretion.

Brokers do not have the discretion to vote your shares for the election of directors for the non-binding advisory vote to approve the compensation paid to our named executive officers, or for the non-binding advisory vote on the frequency of future advisory votes on executive compensation, as disclosed in this Proxy Statement, because these proposals are considered to be “non-routine” matters. If you do not provide voting instructions to your broker for these non-routine matters, the broker may not vote your shares on these proposals at all. When that happens, it is called a “broker non-vote.”

How do I vote?

If you are a shareowner of record, you may vote your shares by any one of the following methods:

•

By Internet. You may vote online prior to the meeting at www.proxyvote.com. Follow the instructions on the Notice or in the proxy card for voting prior to the meeting. Voting on the Internet has the same effect as voting by mail. If you vote on the Internet, you do not need to return a proxy card. Internet voting will be available until 11:59 p.m. Eastern Time on October 23, 2023.

•

By telephone. You may vote by telephone by dialing 1-800-690-6903. Follow the instructions on your Notice or proxy card. Voting by telephone has the same effect as voting by mail. If you vote by telephone, you do not need to return a proxy card. Telephone voting will be available until 11:59 p.m. Eastern Time on October 23, 2023.

•

By mail. The Notice includes directions on how to request paper copies of this Proxy Statement, the 2023 Annual Report and a proxy card. Once you receive a paper proxy card, you may vote your shares by signing and dating each proxy card that you receive and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as an attorney-in-fact, executor, administrator, guardian, trustee or the officer or agent of a corporation or partnership), please indicate your name and your title or capacity. If the stock is held in custody for a minor (for example, under the Uniform Transfers to Minors Act), the custodian should sign, not the minor. If the stock is held in joint ownership, one owner may sign on behalf of all owners.

•

Online during meeting. If you are a shareowner of record, you may vote your shares online by attending the virtual Annual Meeting. However, we encourage you to vote in advance by proxy card, by telephone or on the Internet even if you plan to attend the virtual Annual Meeting.

How do I vote shares that are held by my broker?

If you own shares held by a broker or other nominee (i.e., in “street name”), you may instruct your broker or other nominee to vote your shares by following the instructions that your broker or nominee provides to you. Most brokers offer voting by mail, by telephone and on the Internet.

KENNAMETAL INC. 2023 Proxy Statement

| 3

GENERAL INFORMATION

How do I vote my shares in the 401(k) plan?

You will receive voting instructions from the plan trustee. You may instruct the plan trustee on how to vote (including not to vote) your shares in the 401(k) plan in writing, or by other means available.

How can I revoke a proxy or change my vote?

You have the right to revoke your proxy and change your vote at any time before the meeting by (1) notifying our Vice President, Secretary and General Counsel in writing or (2) delivering a later-dated proxy card by telephone, on the Internet or by mail. If you are a shareowner of record, you may also revoke your proxy by voting online during the virtual Annual Meeting.

Who are “Named Proxies” and how will they vote my shares?

Our Board of Directors selected the persons named on the Notice and proxy card (the “Named Proxies”) to act as proxies for the Annual Meeting. If you specify a voting choice, the shares will be voted in accordance with that choice. If you vote your shares, but do not indicate your voting preferences, the Named Proxies will vote on your behalf for the election of the nominees for director listed below, for the ratification of the selection of the independent auditors, for the approval (on a non-binding advisory basis) of the compensation paid to our named executive officers, and for the approval (on a non-binding advisory basis) of the frequency of future advisory votes on executive compensation, as disclosed in this Proxy Statement.

How will the advisory vote related to executive compensation be treated?

Although the advisory vote to approve the compensation paid to our named executive officers is non-binding, our Board of Directors will review the results of this vote and, consistent with our strong record of shareowner engagement, will take the result of the vote into account in making future determinations concerning executive compensation.

What does it mean if I receive more than one Notice, proxy card or voting instruction?

It means that you hold shares in more than one account. To ensure that all your shares are voted, please vote as instructed in each Notice or sign and return each proxy card (if you have requested and received paper copies of this Proxy Statement and a proxy card). If you vote by telephone or on the Internet, you will need to vote once for each Notice, proxy card or voting instruction card you receive.

Who tabulates the votes?

The votes are tabulated by Broadridge Financial Solutions, Inc., and Carideo Group acts as the independent inspector of elections.

What should I do if I want to attend the Annual Meeting?

You are entitled to attend the Annual Meeting if you were a shareowner of record as of the Record Date for the Annual Meeting, or you hold a valid proxy for the Annual Meeting. You will need the 16-digit Control Number located on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. You can attend the Annual Meeting, vote and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/KMT2023 and using your 16-digit Control Number to enter the meeting. Shareowners may also submit written questions in advance of the Annual Meeting by visiting www.virtualshareholdermeeting.com/KMT2023 and using your 16-digit Control Number to access the Annual Meeting website. A transcript of the Annual Meeting including the questions received and our answers will be posted on the Investor Relations page of our website at www.kennametal.com as soon as practical after the Annual Meeting.


4		\| KENNAMETAL INC. 2023 Proxy Statement

GENERAL INFORMATION

We encourage you to access the Annual Meeting website prior to the start time. Please allow sufficient time for online check-in. If you experience technical difficulties, please contact the technical support phone number posted on the log-in page of the Annual Meeting website. Rules of Conduct for the Annual Meeting are established, affording the same treatment to all participating shareowners, and will be followed during the Annual Meeting. We will use technology for the virtual Annual Meeting that verifies the identity of each participating shareowner and ensures that shareowners are granted the same access rights they would have if attending an in-person meeting.

Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Can I view the Proxy Statement and 2023 Annual Report electronically?

Yes. Copies of this Proxy Statement and our 2023 Annual Report to Shareowners (the “2023 Annual Report”) are available free of charge for electronic (online) access and viewing at www.proxyvote.com.

You may also view the Proxy Statement and 2023 Annual Report free of charge on our website at www.kennametal.com in the “Investor Relations” section under “SEC Filings”.

What is “householding”?

We have adopted “householding,” a procedure under which shareowners of record who have the same address and last name and do not receive proxy materials electronically will receive only one copy of our Annual Report and Proxy Statement unless one or more of these shareowners notifies us that they wish to continue receiving individual copies, per the instructions below. This procedure saves printing and postage costs by reducing duplicative mailings. Shareowners who participate in householding will continue to receive separate proxy cards. Householding will not affect dividend check mailings. Beneficial shareowners can request information about householding from their banks, brokers or other holders of record.

What if I want to receive a copy of the Annual Report and Proxy Statement?

You may access the Proxy Statement or Annual Report via our website, www.kennametal.com, under “Investor Relations.” If you prefer, you may request these materials by calling our Vice President, Secretary and General Counsel at 412-248-8309 or writing to Kennametal Inc., Attention: Vice President, Secretary and General Counsel, 525 William Penn Place, Suite 3300, Pittsburgh, Pennsylvania 15219:

•

If you participate in householding and wish to receive a separate copy of the 2023 Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, or

•

If you do not participate in householding, but would like a print copy of either the 2023 Annual Report or Proxy Statement, or would like to participate in householding with regard to the Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, or

•

If you wish to receive separate copies of future annual reports and proxy statements.

We will deliver the requested documents to you promptly upon your request at no charge.

How can I contact the Company, the Board of Directors, the independent Chairman of the Board or any of the independent Directors?

The address of our principal executive offices is 525 William Penn Place, Suite 3300, Pittsburgh, Pennsylvania 15219.

KENNAMETAL INC. 2023 Proxy Statement

| 5

GENERAL INFORMATION

You can send written communications to any of our Board members, addressed to:

Kennametal Inc.

c/o Michelle R. Keating

Vice President, Secretary and General Counsel

525 William Penn Place, Suite 3300

Pittsburgh, Pennsylvania 15219

We will forward any communication we receive to the relevant director(s), except for advertisements, solicitations or other matters unrelated to the Company.

What are the procedures for submitting a shareowner proposal or nomination for the 2024 Annual Meeting?

We expect to hold our 2024 Annual Meeting in October 2024. If a shareowner wishes to have a proposal considered for inclusion in next year’s proxy statement, such shareowner must submit the proposal in writing so that we receive it by May 15, 2024. Proposals should be addressed to Kennametal Inc., Attention: Vice President, Secretary and General Counsel, 525 William Penn Place, Suite 3300, Pittsburgh, Pennsylvania 15219. Proposals must comply with Rule 14a-8 of Regulation 14A of the proxy rules and must contain certain information specified in the Company’s By-Laws.

In addition, our By-Laws provide that any shareowner wishing to propose any other business at the 2024 Annual Meeting must give the Company written notice no earlier than May 1, 2024 and no later than June 30, 2024. That notice must provide certain other information as described in the By-Laws.

Specifically, shareowner nominations for directors to be elected at the 2024 Annual Meeting must be submitted to the Vice President, Secretary and General Counsel in writing no earlier than May 1, 2024 and no later than June 30, 2024. The By-Laws contain certain requirements for the information that must be provided in any shareowner nomination, including information about the nominee and the nominating shareowner. Please see “Committee Functions — Nominating/Corporate Governance Committee” under the “Board of Directors and Board Committees” section of this Proxy Statement for additional information regarding shareowner nominations to be considered by the Nominating/Corporate Governance Committee.

Any shareowner may obtain a copy of the By-Laws or any of our corporate governance materials by submitting a written request to Kennametal Inc., Attention: Vice President, Secretary and General Counsel, 525 William Penn Place, Suite 3300, Pittsburgh, Pennsylvania 15219.

Who pays for the solicitation of proxies?

Kennametal pays all costs related to the Company’s solicitation of proxies. We may solicit proxies by mail, or our directors, officers or employees may solicit proxies personally, by telephone, facsimile or the Internet. We have retained the services of Morrow Sodali LLC, 333 Ludlow Street, 5^th Floor South Tower, Stamford, CT 06902, to assist in soliciting proxies from brokerage houses, custodians, nominees, other fiduciaries and other shareowners of the Company. We will pay all fees and expenses of Morrow Sodali LLC in connection with the solicitation and we do not expect those fees and expenses to exceed $13,000. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareowners and obtaining their votes.

What is the Company’s Fiscal Year?

Kennametal’s fiscal year begins each year on July 1 and ends on the following June 30. Any reference to a “year” in this Proxy Statement is to a fiscal year, except whereas otherwise noted. For example, references to “2023,” “Fiscal Year 2023,” or “Fiscal 2023” mean the fiscal year beginning July 1, 2022 and ending June 30, 2023.


6		\| KENNAMETAL INC. 2023 Proxy Statement

Proposal I. Election of Directors

Kennametal seeks directors with strong reputations and experience in areas relevant to the strategy and operations of our businesses, particularly industries and growth segments that we serve, as well as key geographic markets where we operate.

Each person elected as a director of the Corporation, whether elected to succeed a person whose term of office as a director has expired (including the expiration of such director’s term) or to fill any vacancy, shall be elected for a one-year term expiring at the next annual meeting of shareowners.

Our Board of Directors has nominated our current ten directors, Joseph Alvarado, Cindy L. Davis, William J. Harvey, William M. Lambert, Lorraine M. Martin, Sagar A. Patel, Christopher Rossi, Paul Sternlieb, Lawrence W. Stranghoener, and Steven H. Wunning, for re-election to serve as directors with a term that will expire in 2024.

Each of the nominees for election as a director at the Annual Meeting and each of the Company’s current directors hold or have held senior executive positions in large, complex organizations and have operating experience that meets our objectives, as described below. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management and leadership development. Included in each Director nominee’s biography below is an assessment of the specific qualifications, attributes, skills and experience of such nominee based on the qualifications described above.

We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board.

The Board believes that the combination of the various qualifications, skills and experiences of the Director nominees will contribute to an effective and well-functioning Board and that, individually and as a whole, the Director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.

KENNAMETAL INC. 2023 Proxy Statement

| 7

PROPOSAL I. Election of Directors

The following table highlights each director’s specific skills, knowledge and experience. A particular director may possess additional skills, knowledge or experience even though they are not indicated below.

Director Skills and Experience Matrix

LOGO

SKILLS / EXPERIENCE

CEO Experience

✘

Corporate Finance (public company)

✘

Corporate Governance / Corporate Responsibility

✘

Current or Recent Executive Experience

✘

Diversity

✘

Environmental / Health / Safety

✘

Government / Military

✘

Industry / Manufacturing Knowledge

✘

International

✘

Legal – Transactions

✘

Operations Production

✘

Public Company Board Experience

✘

Risk Management

✘

Sales and Marketing

✘

Strategic Planning

✘

Technology / Engineering

✘


8		\| KENNAMETAL INC. 2023 Proxy Statement

PROPOSAL I. Election of Directors

LOGO

THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES.

We have provided additional information about each nominee and each director whose term of office will continue after the Annual Meeting below, if elected, including the specific characteristics and traits that we believe qualify these individuals to serve as directors of our Company.



Joseph Alvarado Age: 71 Director since: 2018 Independent Committee Memberships: Compensation and Human Capital Nominating / Corporate Governance Other Directorships: Arcosa, Inc. PNC Financial Services Group, Inc. Trinseo, S.A.		Mr. Alvarado is the former Chairman, President and CEO of Commercial Metals Company (“CMC”), a global manufacturer, recycler and marketer of steel and other metals. He joined CMC in April 2010 as Executive Vice President and Chief Operating Officer (“COO”) and became President and COO in April 2011. He was named President and CEO and elected to CMC’s Board in September 2011; he served as Chairman of the Board from January 2013 until his retirement in January 2018. Before joining CMC, Mr. Alvarado was Operating Partner for Wingate Partners and The Edgewater Funds and, prior to that, he was the President of U.S. Steel Tubular Products, Inc., a division of United States Steel Corporation. Throughout his career, Mr. Alvarado served in various leadership and executive positions including President and COO of Lone Star Technologies, Inc., Vice President-Long Products Sales and Marketing for Ispat North America, Inc., Executive Vice President, Commercial at Birmingham Steel Company, and President of Inland Steel Bar Company. Mr. Alvarado has an MBA from the Johnson School, Cornell University and a Bachelor of Arts degree in Economics from the University of Notre Dame.
		Qualifications: Mr. Alvarado is a strong leader with significant experience in managing global businesses. With his extensive knowledge of the metals industry and years of experience in manufacturing, he understands the challenges and opportunities facing Kennametal. He provides strategic insight and valuable perspective to our Board and is an “audit committee financial expert” based on his relevant experience with financial and accounting matters.

KENNAMETAL INC. 2023 Proxy Statement

| 9

PROPOSAL I. Election of Directors



Cindy L. Davis Age: 61 Director since: 2012 Independent Committee Memberships: Compensation and Human Capital (Chair) Nominating / Corporate Governance Other Directorships: Brinker International, Inc. Deckers Outdoor Corporation		Ms. Davis is a retired Vice President of Nike, Inc., and retired President, Nike Golf, a global leading innovator in athletic footwear, apparel, equipment and accessories, positions she held from 2008 through January 2015. Ms. Davis joined Nike, Inc. in 2005 as General Manager, Nike Golf USA after holding a variety of marketing and executive positions for companies such as the Arnold Palmer Golf Company and The Golf Channel. She has served as a director on the Boards of Deckers Outdoor Corporation and Brinker International, Inc., since June 2018 and January 2019, respectively. She previously served on the Board of Directors of Buffalo Wild Wings, a casual dining restaurant and sports bar franchise, from January 2015 through February 2018. In 2021, Ms. Davis became senior advisor to The St. James, a privately held health and wellness company. She currently serves on the Board of Trustees for Furman University. Ms. Davis earned an MBA in Marketing and Finance at the University of Maryland, and a Bachelor of Arts degree in Economics at Furman University in Greenville, South Carolina.
		Qualifications: Ms. Davis’ experience with brand strategy and global brands adds valued perspective to our Board. Her winning track record of driving innovation and profitable growth, globally, positions her as an excellent fit for our Board of Directors. Ms. Davis currently serves as Chair of our Compensation and Human Capital Committee.



William J. Harvey Age: 72 Director since: 2011 Independent Committee Memberships: Compensation and Human Capital Nominating / Corporate Governance (Chair) Other Directorships: Bridgestone Americas, Inc. Huber Engineered Woods LLC Origin Materials, Inc. Clean Chemistry, Inc.		Mr. Harvey is the retired President of DuPont Packaging & Industrial Polymers, a multi-billion-dollar global business unit of E.I. DuPont de Nemours & Company, a science and technology-based company, serving in that position from 2009 through 2015. Mr. Harvey joined DuPont in 1977 and left in 1992 to become General Manager of the Peroxygen Chemical Division of FMC Corporation, a diversified chemical company. He rejoined DuPont in 1996 as Global Business Director for DuPont Packaging & Industrial Polymers. Mr. Harvey held various management-level positions with DuPont including Vice President and General Manager of the DuPont Advanced Fiber businesses, Kevlar and Nomex Fibers, Vice President of DuPont Corporate Operations and Vice President of DuPont Corporate Plans. Mr. Harvey holds a Bachelor’s degree in Economics from Virginia Commonwealth University and a Master’s degree from the University of Virginia Darden Graduate School of Business. He is the former Vice-Chair of the Board of Trustees of Washington College where he served on the Executive Committee and chaired the Admissions and Financial Aid Committee. Mr. Harvey previously held Board of Trustees positions at the Darden School at the University of Virginia and Delaware State University.
		Qualifications: Mr. Harvey brings to the Board keen strategic insight and commercial expertise. His wealth of global experience and business acumen make an excellent contribution to our Board. Mr. Harvey currently serves as Chair of our Nominating/Corporate Governance Committee.


10		\| KENNAMETAL INC. 2023 Proxy Statement

PROPOSAL I. Election of Directors



William M. Lambert Age: 65 Director since: 2016 Independent Committee Memberships: Audit (Chair) Other Directorships: MSA Safety Incorporated		Mr. Lambert is a member of the Board of Directors of MSA Safety Incorporated (“MSA”), a global leader in the manufacture and supply of workplace safety products. He is the retired President and Chief Executive Officer of MSA, having served in this position from 2008 until May 2018. Mr. Lambert has been a director on MSA’s Board since 2007, holding the Chairman position from May 2015 through May 2020. He joined MSA in 1981 as a design engineer and over the years served the company in a variety of capacities of increasing responsibility. He previously served on the Board of Directors of EQT Corporation, a natural gas producer, from November 2018 through July 2019. Mr. Lambert has achieved “Fellow” status with the National Association of Corporate Directors (NACD). He holds a Bachelor’s degree in Mechanical Engineering from Penn State University and a Master’s degree in Industrial Administration from Carnegie Mellon University.
		Qualifications: Mr. Lambert has extensive experience leading a global manufacturing company and he brings to the Board valuable knowledge in business strategy, product development, marketing and finance. He currently serves as Chair of our Audit Committee and is an “audit committee financial expert” based on his relevant experience with financial and accounting matters.



Lorraine M. Martin Age: 61 Director since: 2018 Independent Committee Memberships: Compensation and Human Capital Other Directorships: National Safety Council IperionX Limited		Ms. Martin is a director, President and CEO of the National Safety Council, serving in this position since June 2019. She is also co-founder and President of Pegasus Springs Foundation, a nonprofit organization focused on education and mentoring. In 2021, Ms. Martin was appointed to the Board of Directors of IperionX Limited, a developer of sustainable, critical material supply chains. Ms. Martin is the retired Executive Vice President and Deputy of Rotary and Mission Systems (RMS) for Lockheed Martin Corporation, a global aerospace, defense, security and advance technologies company. Prior to RMS, Ms. Martin was Executive Vice President and General Manager for the F-35 Lightning II Program for Lockheed Martin Aeronautics Company. Her leadership of the F-35 program earned Pentagon recognition for reducing program costs while increasing production and fielding more aircraft worldwide. She joined Lockheed Martin in 1988 and during her tenure, held a variety of high visibility leadership positions across the corporation. Prior to joining Lockheed Martin, she served as an officer in the U.S. Air Force, holding various leadership positions for software intensive technology and development programs. She has a Master of Science degree in Computer Science from Boston University and a Bachelor of Arts degree in Computational Mathematics from DePaul University.
		Qualifications: Ms. Martin has over 35 years’ experience in the aerospace industry and is a proven leader in a variety of challenging roles. Her experience in international business and manufacturing is of significant value to Kennametal. She brings a unique perspective to our Board with her extensive knowledge of the aerospace industry, technology, supply chain management and strategic planning.

KENNAMETAL INC. 2023 Proxy Statement

| 11

PROPOSAL I. Election of Directors



Sagar A. Patel Age: 57 Director since: 2016 Independent Committee Memberships: Audit		Mr. Patel is self-employed since October 2022, consulting in the area of Aerospace and Defense M&A projects. Mr. Patel is the retired Group President, Engine Systems for Woodward, Inc., a manufacturer and service provider of control solutions for the aerospace and industrial markets, a position he held from 2021 through October 2022. He joined Woodward, Inc. in June 2011 as President Aircraft Turbine Systems and in 2019 became the Business Unit President, Fuel Systems and Controls for Woodward. In January 2020 he became Business Unit President, Aerospace After market and Hydraulic Systems through 2021. Before joining Woodward, Mr. Patel worked at General Electric, where he last served as President, Mechanical Systems, GE Aviation in Cincinnati, Ohio. At GE’s Aviation and Transportation businesses, Mr. Patel held roles with increasing responsibilities in engineering, operations, services, and P&L management. Earlier in his career, he worked for a utility company in India for three years. Mr. Patel served as Chairman of the Rockford Area Economic Development Council (RAEDC) in Rockford, Illinois, in addition to serving on the Illinois Governor’s Innovation Advisory Council. Mr. Patel holds a Master’s degree in electrical engineering from the University of Pittsburgh and a Bachelor’s degree in Controls and Instrumentation Engineering from Gujarat University in India.
		Qualifications: Mr. Patel has more than 30 years’ experience in the aerospace, transportation and energy industries, bringing to our Board extensive experience in product and advanced manufacturing innovation, global operations and strategic growth areas.



Christopher Rossi Age: 59 Director since: 2017 Non-Independent Other Directorships: Terex Corporation National Association of Manufacturers		Mr. Rossi is President and CEO and a member of the Board of Directors of Kennametal Inc., serving in these positions since August 2017. Prior to that, he was CEO of Dresser-Rand at Siemens Aktiengesellschaft, from September 2015 to May 2017. Dresser-Rand is part of the Siemens business, a leading global supplier of custom-engineered rotating equipment solutions for the oil, gas, petrochemical, power and process industries. Mr. Rossi held numerous leadership positions at Dresser-Rand including Executive Vice President of Global Operations, Vice President of Technology and Business Development, and Executive Vice President of Product Services Worldwide. He joined Dresser-Rand in 1987 and, throughout his career there, was responsible for the areas of Engineering, Production, Supply Chain Management, Sales and Business Development. He served as the company’s Vice President and General Manager of North American Operations, Vice President and General Manager of Painted Post Operation, and Vice President, Supply Chain Management Worldwide. In 2022, Mr. Rossi joined the Board of Directors of the National Association of Manufacturers, and he has served as a director on the Board of Terex Corporation since 2021. Mr. Rossi holds a Bachelor of Science degree in Mechanical Engineering from Virginia Tech and an MBA in Corporate Finance and Operations Management from the University of Rochester’s Simon School of Business.
		Qualifications: Mr. Rossi has extensive experience leading and managing complex global manufacturing companies. His contributions to the Board reflect his deep knowledge of manufacturing, technology, and business strategy. Mr. Rossi’s keen business insight, experience and strong leadership skills prove valuable to Kennametal Inc.


12		\| KENNAMETAL INC. 2023 Proxy Statement

PROPOSAL I. Election of Directors



Paul Sternlieb Age: 50 Director since: 2023 Independent Committee Memberships: Audit Other Directorships: Enerpac Tool Group		Mr. Sternlieb is the President & CEO and a member of the Board of Directors of Enerpac Tool Group, effective September 2021. Before joining Enerpac Tool Group, he served as EVP & President, Protein at JBT Corporation from 2017 to 2021. Prior to this, Mr. Sternlieb was Group President, Global Cooking Equipment within the Food Equipment Group segment of Illinois Tool Works from 2014 to 2017; and Vice President & General Manager with Danaher from 2011 to 2014, where he led a division within the industrial technologies segment. Prior to these roles, Mr. Sternlieb held senior marketing and strategy positions at H.J. Heinz, in both the US and Europe, and he was also an Engagement Manager with McKinsey & Company where he led marketing and growth strategy projects for clients in both the US and Europe. Mr. Sternlieb holds dual Bachelor’s degrees, in Economics and Computer Science, from the University of Pennsylvania. He received his MBA from the Wharton School, where he graduated as a Palmer Scholar.
		Qualifications: Mr. Sternlieb brings extensive operational and international experience to the Board, as a sitting President and CEO of an industrial manufacturing company. He has an established record of using a systematic approach to delivering growth and margin expansion at industrial businesses.



Lawrence W. Stranghoener Age: 69 Director since: 2003 Chairman of the Board Independent		Mr. Stranghoener is Chairman of the Board of Directors for Kennametal Inc., serving in this position since July 1, 2018. Prior to that, he was the independent Lead Director of Kennametal’s Board from August 2017 to June 2018. Mr. Stranghoener is the retired Executive Vice President, Strategy and Business Development for Mosaic Company, a global crop nutrition company, a position he held from August 2014 until his retirement in January 2015. He served as Mosaic’s interim Chief Executive Officer from June 2014 to August 2014 and was Executive Vice President and Chief Financial Officer from September 2004 to June 2014. Before joining Mosaic, Mr. Stranghoener was the Executive Vice President and Chief Financial Officer of Thrivent Financial, a Fortune 500 financial services company. Prior to that, he spent 17 years at Honeywell Inc. where he held various positions in finance, including Vice President and Chief Financial Officer. He started his career as an Investment Analyst at Dain Rauscher. Mr. Stranghoener serves on the Board of Trustees for Goldman Sachs Trust II, and Goldman Sachs Exchange-Traded, Closed-End, and Interval Funds. He previously served on the Board of Aleris International from 2011 through 2020. He holds a Bachelor of Arts degree from St. Olaf College and an MBA from Northwestern University.
		Qualifications: Mr. Stranghoener has extensive experience as a Chief Financial Officer for a variety of organizations. He brings strong leadership skills and a deep understanding of financial reporting and risk management to our Board. His knowledge of the financial and capital markets enables him to provide guidance and valuable insight to our Board and management. In his capacity as independent Chairman of the Board, he serves as the independent liaison between our management, our shareowners and the Board.

KENNAMETAL INC. 2023 Proxy Statement

| 13

PROPOSAL I. Election of Directors



Steven H. Wunning Age: 72 Director since: 2005 Independent Committee Memberships: Audit Nominating / Corporate Governance Other Directorships: Summit Materials, Inc.		Mr. Wunning is the retired Group President and Executive Office member of Caterpillar Inc., a global manufacturer of construction, mining, and industrial equipment, having served in those positions from January 2004 to January 2015. In that capacity, he had administrative responsibility for the Resource Industries Group which included Advanced Components & Systems Division, Integrated Manufacturing Operations Division, Mining Products Division, Mining Sales & Marketing Division, and Product Development & Global Technology Division. Mr. Wunning joined Caterpillar in 1973 and served in positions of increasing responsibility, including Vice President and then President of Cat Logistics and Corporate Vice President of the Logistics & Product Services Division. He previously served as a director on the Boards of Neovia Logistics Services, LLC, from 2015 through 2020, and Black and Veatch Holding Company from 2004 through May 2022 and the Sherwin Williams Company from 2015 until April 2023. Mr. Wunning is a member of the Board of Trustees of the Missouri University of Science and Technology. He has a Bachelor of Science degree in Metallurgical Engineering from the University of Missouri at Rolla, now Missouri University of Science and Technology, and an Executive MBA from the University of Illinois.
		Qualifications: Mr. Wunning has extensive operational and management experience in the areas of quality, manufacturing, product support and logistics for a complex, global organization. He understands the challenges of managing a global manufacturing organization and provides valuable insight and perspective to our Board with respect to operations, supply chain logistics and customer relations. Mr. Wunning is an “audit committee financial expert” based on his relevant experience with financial and accounting matters.


14		\| KENNAMETAL INC. 2023 Proxy Statement

PROPOSAL I. Election of Directors

BOARD DIVERSITY MATRIX



Board Diversity Matrix (as of September 12, 2023)

Total Number of Directors	10

	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity

Directors	2	8	0	0

Part II: Demographic Background

African American or Black	0	1	0	0

Alaskan Native or American Indian	0	0	0	0

Asian	0	1	0	0

Hispanic or Latinx	0	1	0	0

Native Hawaiian or Pacific Islander	0	0	0	0

White	2	5	0	0

Two or More Races or Ethnicities	0	0	0	0

LGBTQ+	1

Military Veteran	1

Person with Disability/Disabilities	0

Middle Eastern	0

North Africa	0

Did not disclose demographic background	0

KENNAMETAL INC. 2023 Proxy Statement

| 15

Ethics and Corporate Governance

Code of Conduct

All of our directors, officers and employees, including our Chairman, Chief Executive Officer, Chief Financial Officer and Corporate Controller, must strictly adhere to our Code of Conduct (sometimes referred to as the “Code”).

The Code is designed to:

•

Proactively promote ethical behavior;

•

Protect our valued reputation and the reputations of our directors, officers and employees;

•

Assist all employees to act as good corporate citizens around the world; and

•

Continue to demonstrate that we, and the individuals we employ, can be successful while maintaining the values which have served us well over the years.

We view violations of the Code very seriously. Personal consequences for violations can be severe and can include termination and/or legal action. Directors, officers and employees who know of or suspect a violation of the Code must report the matter to us promptly. Any of these individuals can report a concern or potential violation of the Code:

•

By approaching or telephoning such person’s immediate supervisor or manager, another supervisor or manager, such person’s local Human Resource professional, the Office of the General Counsel or the Office of Ethics and Compliance;

•

In writing directed to Kennametal Inc., Attention: Vice President, Secretary and General Counsel, 525 William Penn Place, Suite 3300, Pittsburgh, Pennsylvania 15219 or by email: k-corp.ethics@kennametal.com;

•

By calling the Office of Ethics and Compliance at 412-248-8275;

•

By calling the Company’s toll-free, third-party managed, HELPLINE (1-877-781-7319). The HELPLINE is accessible twenty-four (24) hours a day. The HELPLINE may be used on a confidential and anonymous basis (where allowed by law); or

•

By accessing the Company’s web-based HELPLINE portal accessible at the following link: kennametal.ethicspoint.com.

The Code is posted on our website at www.kennametal.com on the “Ethics and Compliance” page, which is accessible under the “About Kennametal” tab. We will disclose any future amendments to the Code that relate to our directors or executive officers on our website, as well as any waivers of the Code that relate to directors and executive officers.

Corporate Governance

Our Board of Directors adopted the Kennametal Inc. Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company. The Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision-making both at the Board and management levels.


16		\| KENNAMETAL INC. 2023 Proxy Statement

ETHICS AND CORPORATE GOVERNANCE

A complete copy of the Guidelines is available on our website at www.kennametal.com on the “Corporate Governance” page, which is accessible under the “Investor Relations” page. Any changes to the Guidelines in the future will also be posted on our website. Following is a summary that provides highlights of our Guidelines and many related corporate governance matters:

Selection of New Director Candidates and Criteria for Board Membership

•

Kennametal believes that the Board should encompass a range of talent, skill, diversity and expertise that enables it to provide sound guidance with respect to our operations and interests. Board nominees are identified, screened and recommended by the Nominating/Corporate Governance Committee and approved by the full Board. The Nominating/Corporate Governance Committee evaluates and ultimately selects director nominees based on a number of criteria, including independence, integrity, diversity, business and industry experience, areas of expertise, ability to exercise sound judgment in areas relevant to our businesses, and willingness to commit sufficient time to the Board. In addition to considering a candidate’s background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of our businesses.

•

The Nominating/Corporate Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company’s businesses.

•

Although the Nominating/Corporate Governance Committee does not have a formal policy with respect to consideration of diversity in identifying director candidates, as noted above, diversity is one of the many important factors considered in any evaluation of a director or director nominee. The Nominating/Corporate Governance Committee believes that in this context the term “diversity” encompasses a broad array of personal characteristics, including traditional concepts such as age, gender, race and ethnic/demographic background. Equally important to any evaluation of diversity, however, are characteristics such as geographic origin and exposure, skills and training, education, viewpoint, industry exposure and professional experience. The Nominating/Corporate Governance Committee recognizes that diversity of all types can bring distinctive skills, perspectives and experiences to the Board.

•

The Nominating/Corporate Governance Committee will consider any director candidate nominated by a shareowner in accordance with our By-Laws and applicable law. For further information on shareowner nominating procedures, please refer to the response to the question “What are the procedures for submitting a shareowner proposal or nomination for the 2024 Annual Meeting?” under the “General Information” section of this Proxy Statement.

•

All Board members are expected to ensure that other existing and planned future commitments do not materially interfere with their service as a director of the Company.

Board Composition and Independence

•

A majority of Board members must qualify as independent directors under the listing standards of the New York Stock Exchange (“NYSE”), the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the requirements of any other applicable regulatory authority. Currently, Mr. Rossi, our President and CEO, is the only director on our Board who is not independent.

•

Only those directors who the Board affirmatively determines have no material relationship with the Company, either directly or indirectly, will be considered independent directors. The Board’s determination is based on the requirements for independence set forth under the listing standards of the NYSE and those of any other applicable regulatory authority and additional qualifications set forth in the Guidelines regarding:

•

Indebtedness of the director, or his or her immediate family members or affiliates, to the Company;

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ETHICS AND CORPORATE GOVERNANCE

•

Indebtedness of the Company to affiliates of the director; and

•

A director’s relationships with charitable organizations.

•

In June and July 2023, our management compiled and summarized our directors’ responses to a questionnaire asking them to disclose any relationships they (or any of their immediate family members or affiliates) have with the Company and any other potential conflicts of interest. Their responses, along with materials provided by management related to transactions, relationships or arrangements between the Company and the directors or parties related to the directors, were presented to the Nominating/Corporate Governance Committee for its review and consideration. The Nominating/Corporate Governance Committee determined that none of our non-employee directors, has had during the last three years (i) any of the relationships described above; or (ii) any other material relationship with the Company that would compromise his or her independence under the listing standards of the NYSE, the rules and regulations of the SEC and/or the requirements set forth in our Guidelines. The table below includes a description of the transactions, relationships or arrangements considered by the Nominating/Corporate Governance Committee in reaching its determination. The Nominating/Corporate Governance Committee presented its findings to the Board at its July 2022 meeting. Based upon the conclusions and recommendation of the Nominating/Corporate Governance Committee, the Board determined that all non-employee directors then considered are independent, and that all of the members of the Audit, Compensation and Human Capital, and Nominating/Corporate Governance Committees also meet the independence tests referenced above.



Name	Independent	Transactions/Relationships/Arrangements Considered

Joseph Alvarado	Yes	None

Cindy L. Davis	Yes	None

William J. Harvey	Yes	None

William M. Lambert	Yes	Commercial relationships between MSA and Kennametal Inc. (MSA as a supplier to Kennametal) — immaterial

Lorraine M. Martin	Yes	Membership relationship between National Safety Council and Kennametal Inc. (Kennametal as a member of the National Safety Council) — immaterial

Sagar A. Patel	Yes	Commercial relationships between Woodward, Inc. and its subsidiaries and Kennametal Inc. (Kennametal as a supplier to Woodward, Inc.) — immaterial

Christopher Rossi	No	President and CEO of Kennametal Inc.; commercial relationships between Terex Corporation and its subsidiaries and Kennametal Inc. (Kennametal as a supplier to Terex Corporation) – immaterial; membership relationship between National Association of Manufacturers and Kennametal Inc. (Kennametal as a member of the National Association of Manufacturers) – immaterial

Paul Sternlieb	Yes	Commercial relationships between Enerpac Tool Group and Kennametal Inc. (Kennametal as a supplier to Enerpac Tool Group) — immaterial

Lawrence W. Stranghoener	Yes	None

Steven H. Wunning	Yes	None


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ETHICS AND CORPORATE GOVERNANCE

Outside Board Membership

Employee directors are required to seek and obtain the approval of the Board before accepting outside board memberships. Non-management directors must advise the independent Chairman of the Board and the Chair of the Nominating/Corporate Governance Committee in advance of accepting an invitation to serve on another board. Sitting on another public company’s board should not create a conflict of interest or impair the director’s ability to provide sufficient time to carry out his or her duties as a director of the Company.

Retirement Age

In Fiscal 2023, unless otherwise determined by the Nominating/Corporate Governance Committee due to special circumstances, no director could be nominated for re-election or re-appointment to the Board if he or she would be age seventy-five (75) or older at the time of election or appointment.

Conflicts of Interest

Directors must avoid any action, position or interest that conflicts with an interest of the Company, or gives the appearance of conflict. We solicit information annually from directors in order to monitor potential conflicts of interest. Any potential conflict of interest must be immediately reported to the independent Chairman of the Board and the Chair of the Nominating/Corporate Governance Committee. If a director has a personal interest in a matter before the Board, the director must disclose the interest to the Board, excuse himself or herself from participation in the matter and not vote on the matter.

Directors Orientation and Continuing Education

•

Each new director must participate in the Company’s orientation program, which should be conducted within two (2) months of the meeting at which the new director is elected.

•

Directors are encouraged to participate in continuing education programs, as appropriate, to maintain the skills necessary to perform their director duties and responsibilities. In addition, directors are encouraged to periodically visit Company facilities to better understand its operations.

Board Compensation

•

In accordance with our Stock Ownership Guidelines (which are applicable to our directors, executives and key managers), directors are required to hold meaningful equity ownership positions in the Company in order to further the direct correlation of directors’ and shareowners’ economic interests. Please see “Equity Ownership by Directors” under the “Board of Directors and Board Committees” section of this Proxy Statement for additional information regarding our Stock Ownership Guidelines, as they apply to our directors.

•

Directors who serve on the Audit Committee, Compensation and Human Capital Committee and/or Nominating/Corporate Governance Committee do not receive any additional compensation, other than director fees and awards (including fees paid for service on Board committees).

•

Directors who are employees (currently only our President and CEO, Mr. Rossi) do not receive additional cash or equity compensation for serving as directors.

Board Leadership Structure

Our By-Laws and the Guidelines give the Board the flexibility to determine whether the roles of Chief Executive Officer and Chairman of the Board should be held by the same person or by two separate individuals. When the roles of Chairman of the Board and Chief Executive Officer are combined in one individual, the Board also may

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ETHICS AND CORPORATE GOVERNANCE

designate a Lead Director to provide additional leadership and guidance to the Board. Currently, the roles of Chief Executive Officer and Chairman of the Board are separate. Based on the current Company characteristics, we determined that the leadership structure is appropriate, including for purposes of efficient and effective corporate governance.

Our independent Chairman of the Board, Mr. Stranghoener, sets agendas in consultation with other Board members and the CEO, and establishes Board priorities and procedures. Mr. Stranghoener presides over executive sessions of the non-management directors and acts as the principal liaison between the non-management directors and the CEO. Our Guidelines contain a list of the various responsibilities with which Mr. Stranghoener, as independent Chairman of the Board, is tasked.

In addition to the responsibilities described above, the independent Chairman of the Board also:

•

Consults with the Compensation and Human Capital Committee in connection with the annual evaluation of the CEO’s performance and, together with the Chair of the Compensation and Human Capital Committee, meets with the CEO to discuss that evaluation;

•

Provides feedback to the CEO with respect to the quality, quantity and timeliness of the flow of information from management to the non-management directors; and

•

Assists the Board and management in assuring implementation of and compliance with the Guidelines and our Code of Conduct.

Selection of Agenda Items for Board Meetings

Agendas for Board meetings are established by the independent Chairman of the Board in consultation with the Board members and the CEO. Board members are also encouraged to raise, at any Board meeting, subjects that are not on the agenda for that meeting.

The Chair of each committee, considering recommendations of committee members and in consultation with appropriate members of management, establishes the agenda for each committee meeting.

Distribution of Board Materials

A preliminary agenda and presentation materials are distributed to Board and committee members in advance of each meeting, to the extent practicable.

Executive Sessions of the Board/Communications with Directors

•

Non-management directors meet privately in regularly scheduled executive sessions without the presence of any management. The independent Chairman of the Board presides over these executive sessions.

•

Any interested party that wishes to communicate with the independent Chairman of the Board, CEO, non-management directors or independent directors individually or as a group may do so by:

•

Sending correspondence directed to our Vice President, Secretary and General Counsel, Ms. Michelle R. Keating, at the address set forth in the “General Information” section of this Proxy Statement in the response to the question “How can I contact the Company, the Board of Directors, the independent Chairman of the Board or any of the independent Directors?”

•

Calling the Company’s toll-free, third-party managed, HELPLINE (1-877-781-7319). The HELPLINE is accessible twenty-four (24) hours a day. The HELPLINE may be used on a confidential and anonymous basis (where allowed by law).

•

Accessing the Company’s web-based HELPLINE portal accessible at the following link: kennametal.ethicspoint.com.


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ETHICS AND CORPORATE GOVERNANCE

We will forward any communication we receive to the appropriate director or directors as soon as practicable, except for advertisements, solicitations or other matters unrelated to the Company.

Board Access to Management and Independent Advisors

•

Board members have complete access to management and the Company’s outside advisors.

•

The Board is authorized to retain, as it deems necessary and appropriate, independent advisors of its choice with respect to any issue relating to its activities.

Assessing the Performance of the Board

The Board’s performance is evaluated annually to determine whether the Board and its committees are functioning effectively. The Chairman of the Board also meets with each Board member at least annually to obtain feedback regarding individual director performance, which is shared with each director during individual meetings. The Chair of the Nominating/Corporate Governance Committee conducts the same assessment annually of the independent Chairman of the Board and thereafter provides the feedback to the Chairman. The Nominating/Corporate Governance Committee oversees the overall Board evaluation process.

Board Committees

•

The Board has three standing committees: Audit, Compensation and Human Capital, and Nominating/Corporate Governance.

•

Only independent directors serve on our committees. Directors serving on the Audit Committee and Compensation and Human Capital Committee must also meet the additional independence (and financial literacy qualifications for Audit Committee members), as required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the listing standards of the NYSE and the rules and regulations of any other applicable regulatory authority.

•

Each committee has a written charter, which details its duties and responsibilities. The committee charters are posted on our website at www.kennametal.com on the “Corporate Governance” page, which is accessible under the “Investor Relations” tab.

•

Each committee is led by a Chair, who is appointed by the Board annually, based upon the recommendation of the Nominating/Corporate Governance Committee.

•

Minutes of each committee meeting are provided to each Board member to assure that the Board remains fully apprised of topics discussed and actions taken by each of the committees. The Chair of each committee also regularly reports to the Board at Board meetings on committee matters.

Board of Director Review and Approval of Related Person Transactions

•

The Board is responsible for the review, approval and monitoring of transactions involving the Company and “related persons” (generally directors and executive officers or their immediate family members or entities that they may be deemed to control, or shareowners owning five percent or greater of the Company’s outstanding stock). The Nominating/Corporate Governance Committee assists the Board with the evaluation and monitoring of any of these transactions.

•

The Board and/or the Nominating/Corporate Governance Committee must review any related person transaction that meets the minimum threshold for disclosure in the Proxy Statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest). The Board and/or the Nominating/Corporate Governance Committee is guided by the following parameters when considering any transaction with a related person:

•

Related person transactions must be approved by the Board or the Nominating/Corporate Governance Committee, who will approve the transaction only if they determine that it is in the best

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ETHICS AND CORPORATE GOVERNANCE

interests of the Company. In considering the transaction, the Board or the Nominating/Corporate Governance Committee will consider all relevant factors, including, as applicable: (a) the Company’s business rationale for entering into the transaction; (b) the alternatives to entering into a related person transaction; (c) whether the transaction is on terms comparable to those available to third parties, or in the case of employment relationships, to employees generally; (d) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards that may be imposed to prevent such actual or apparent conflicts; (e) the overall fairness of the transaction to the Company; and (f) if a director is involved in the transaction, whether or not the approval of the transaction would impact his or her status as independent.

•

The Nominating/Corporate Governance Committee will periodically monitor any related person transaction to ensure that there are no changed circumstances that would render it advisable for the Company to adjust the terms of or terminate the transaction. The Nominating/Corporate Governance Committee will also periodically report at Board meetings on related person transaction matters to assure that the Board remains fully apprised of issues discussed and actions taken.

•

Procedures for review, approval and monitoring of related person transactions are set forth in our Guidelines and summarized below:

•

Management or the affected director or executive officer must bring the matter to the attention of the independent Chairman of the Board, the Chair of the Nominating/Corporate Governance Committee or the Vice President, Secretary and General Counsel.

•

The independent Chairman of the Board will determine whether the matter should be considered by the Board or by the Nominating/Corporate Governance Committee. If the independent Chairman of the Board is involved, then management or the affected director or executive officer shall consult with the Chairs of the standing committees to determine whether the matter should be reviewed by the full Board or by the Nominating/Corporate Governance Committee.

•

If a director is involved in the transaction, he or she will be recused from all discussions and decisions about the transaction.

•

The transaction must be approved in advance whenever practicable and, if not practicable, must be ratified, amended or terminated as promptly as practicable after proper review.

•

In Fiscal Year 2023, there were no related party transactions that required Board and/or Nominating/Corporate Governance Committee approval or disclosure in this proxy statement.

Formal Evaluation of the CEO

•

The Compensation and Human Capital Committee, together with the independent Chairman of the Board, and the rest of the non-management directors, annually evaluates the overall performance of the CEO.

•

The evaluation is based on objective criteria, including performance of the business, accomplishment of long-term strategic objectives and development of management.

Succession Planning

The CEO delivers a report on succession planning at least annually to the Board, which includes an assessment of senior officers and their potential to succeed the CEO and other senior management positions.

Review of the Guidelines and Code of Conduct

The Nominating/Corporate Governance Committee annually reviews the Guidelines and the Code of Conduct, and recommends any changes to the Board.


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ETHICS AND CORPORATE GOVERNANCE

The Board’s Oversight of Risk Management

The Board recognizes that companies face a variety of risks, including credit risk, liquidity risk, strategic risk and operational risk. The Board believes an effective risk management system will (1) timely identify the material risks that the Company faces; (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board committee; (3) implement appropriate and responsive risk management strategies consistent with the Company’s risk profile; and (4) integrate risk management into Company decision-making. The Board has designated the Audit Committee to take the lead in overseeing risk management. The Audit Committee makes periodic reports to the Board regarding briefings provided by management and advisors as well as the committee’s own analysis and conclusions regarding the adequacy of the Company’s risk management processes. The full Board receives an annual overview of the Company’s enterprise risk management processes, operations, material risks and uncertainties facing the Company, and the Company’s strategic and operational plans for addressing and mitigating those risks. The Board also receives quarterly updates on those top material risks to the Company. In addition to the formal risk management program, the Board encourages and management promotes a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. The Board continually works, with the input of our management and executive officers, to assess and analyze the most likely areas of future risk for the Company.

Prohibited Transactions

The Company’s insider trading policy includes hedging and pledging prohibitions that prohibit any director, executive officer or other corporate officer, as defined in the policy, and their family members from engaging in various transactions, including short sales of the Company’s securities and transactions in put options, call options or other derivative securities. Additionally, under the policy the Company’s directors, executive officers and corporate officers and their family members are prohibited from engaging in any hedging or monetization transactions and from pledging Company securities as collateral for a loan or holding Company securities in a margin account, in each case without the prior approval and express authorization of the Company’s General Counsel. An exception to the prohibition on pledging Company securities may be granted where an individual wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities. These policies do not apply generally to all other employees of the Company.

Environmental, Social and Governance Reporting

We published our fourth annual Environmental, Social and Governance Report (“ESG Report”) for Fiscal 2023 in September 2023. Our ESG Report is available on our Corporate Sustainability webpage at https://investors.kennametal.com/corporate-governance/corporate-sustainability. The report details our commitment to maintain robust environmental, social responsibility, and corporate governance practices in all areas of our business, and it highlights the progress we continue making to enhance our performance on ESG matters. Our Fiscal 2023 ESG Report is prepared in accordance with the Sustainability Accounting Standards Board (Industrial Machinery and Goods Sustainability Accounting Standard), the four pillars of the Task Force on Climate-related Financial Disclosures, and the Global Reporting Initiative’s standards for sustainability reporting.

During Fiscal 2023, we continued to refine our ESG strategy and further integrated that strategy into our global operating model and corporate objectives. Our executive-level ESG Steering Committee oversees and coordinates our ESG strategy setting process, reporting, and stakeholder engagement activities. Our ESG strategy and related activities are regularly reviewed with our Nominating/Corporate Governance Committee, who has oversight of the Company’s ESG strategy and the ESG strategy is further reviewed with the full Board as part of the overall corporate strategy review. In Fiscal 2022, a third-party conducted a thorough ESG materiality

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ETHICS AND CORPORATE GOVERNANCE

assessment on behalf of the Company to further refine our ESG strategy and ensure that such strategy is aligned with our key stakeholders and our overall corporate strategy. The Company has continued to build on the results of the ESG materiality assessment for Fiscal 2023.

Human Capital Management

Employee Profile

We employed 8,739 people, including approximately 8,600 full-time employees, as of June 30, 2023. Approximately 2,900 employees were located in the U.S. and 5,800 were located in other parts of the world, principally Germany, India and China. On June 30, 2023, approximately 2,400 of our employees were represented by labor unions. We consider our labor relations to be generally good.

Diversity and Inclusion

We value diversity in all forms and are fully committed to inclusion in the workplace.

We continue to deploy our strategy and supporting infrastructure to elevate and advance diversity and inclusion (D&I) across our global organization and instill accountability for our performance. The enhanced D&I strategy focuses on four strategic pillars – awareness, acquisition, development and community. To drive action and accountability, each pillar is led by a senior Kennametal executive who is known as an accountability partner and is responsible for developing strategic initiatives in partnership with our Talent and Organizational Effectiveness team.

Our Global Inclusion Council, which consists of cross-functional global leaders, champions the strategic initiatives and provides guidance and support. Four regional inclusion councils covering the Americas, Asia Pacific, EMEA and India execute the strategies and provide a global perspective.

As part of our awareness initiatives in 2023, we continued to enhance the D&I sections of the Company’s intranet and our external website. We expanded our Employee Resource Groups (ERGs) to foster communication and mentorship among diverse groups within the Company, such as the India’s Women’s Excellent Forum, America’s Women at Work, and U.S. Young Professionals groups. Our facilities around the world held events in March 2023 to celebrate International Women’s Day and recognize the achievements of female colleagues and participate in activities and discussions.

The tables below show the percentage of our employees who are women and the percentage of leadership roles at the Company held by women as of the dates indicated.



Number of Employees

	Female					Male

As of June 30	Number		Percent			Number		Percent			Total

2023		1,623		18.6	%		7,116		81.4	%		8,739

2022		1,582		18.1	%		7,150		81.9	%		8,732



Women in Leadership Roles (in percentages)

As of June 30	Board of Directors			Executive			Leadership			Senior Management

2023		20	%		42.9	%		23.1	%		18.8	%

2022		22.2	%		42.9	%		27.3	%		12.4	%


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ETHICS AND CORPORATE GOVERNANCE

Health and Safety

Safety, including the health of our employees, is one of our core values and a priority across our global operations. We are committed to developing a world-class health and safety culture aimed at achieving zero injuries and illnesses. The long-term vision to achieving our world-class health and safety culture is formalized and communicated in our EHS Roadmap that consists of four focus areas – fatality and serious injury (FSI) prevention, incident prevention, leadership development and culture and environmental compliance and sustainability.

The Company uses our Environmental, Health and Safety (EHS) Management System, including an extensive list of apps, to enable streamlined collection, tracking and dissemination of key data related to our EHS standards and requirements. Along with each standard, we have developed a self-assessment used to evaluate performance and develop action plans for advancing on the EHS Roadmap.

In 2023 we achieved record results in proactive risk identification and closure programs which drive our culture of eliminating hazards prior to potential incidents. Our total recordable incident rate (TRIR) performance was 0.42 in 2023 compared to 0.33 in 2022.

As part of our commitment to continuous improvement of our EHS programs, Kennametal has focused on company-wide Global EHS Standards to strengthen our compliance management across the organization. These standards include:

•

FSI prevention;

•

Contractor safety;

•

Powered industrial vehicles;

•

Molten metal personal protective equipment (PPE);

•

Lock/tag/verify;

•

Fall control;

•

Machine guarding and robotics safety; and

•

Electrical safety.

Along with each standard, we have developed a self-assessment used to evaluate performance and develop action plans needed to meet tier levels aligning with the EHS roadmap. As discussed above, in 2022 we launched an app as part of our EHS Management System to process electronic self-assessments, which capture each location’s level of compliance and create action plans.

Employee Development and Training

For the Company to grow, our employees must grow and develop continuously. We offer learning and development opportunities for all employees. In 2023, this included training for senior, mid-level and emerging leaders in role- and function-specific skills, such as project management, process improvement and sales effectiveness. We also offered our operational employees technical training through the Kennametal Knowledge Center.

Supporting our learning and development efforts is our OneTeam learning management system. Available in multiple languages, OneTeam offers more than 5,000 online courses in an easy-to-use interface. Training is offered to our employees in many different formats, and although not all training hours are tracked through OneTeam, in Fiscal 2023, over 15,700 hours of completed training were recorded in the OneTeam system.

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ETHICS AND CORPORATE GOVERNANCE

We also continue to design and deliver development programs, focusing on the following:

•

Individual development;

•

Leadership development;

•

Business- and operations-focused content;

•

Sales-focused content; and

•

Diversity and inclusion content.

Employee Engagement

As a follow up to the May 2022 employee engagement survey, targeted action plans were put in place focusing on one or two important team engagement goals. We then conducted another employee engagement survey that was launched in April 2023. With a response rate of 78 percent, the April 2023 survey indicated that we continue to make progress in employee engagement, with an increased average engagement score of 69, while our percent favorable increased to 65 percent.


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Board of Directors and Board Committees

Meeting Information

The Board of Directors held seven meetings during Fiscal 2023. Each director attended at least 75% of the total number of meetings of the Board and the committees on which he/she served during his or her tenure as a director. We expect our directors to attend our Annual Meeting absent exceptional circumstances. All Directors then serving on the Board attended the Annual Meeting in October 2022.

The table below shows committee membership and the number of meetings of the full Board and each committee in Fiscal 2023.

🌑 Member





Lawrence W. Stranghoener	Chairman of the Board

Joseph Alvarado	🌑		🌑	🌑

Cindy L. Davis	🌑		Chair	🌑

William J. Harvey	🌑		🌑	Chair

William M. Lambert	🌑	Chair

Lorraine M. Martin	🌑		🌑

Sagar A. Patel	🌑	🌑

Christopher Rossi	🌑

Paul Sternlieb	🌑	🌑

Steven H. Wunning	🌑	🌑		🌑

Number of Meetings in Fiscal Year 2023	7	8	5	6

Board Committees

The Board has three standing committees: Audit, Compensation and Human Capital and Nominating/Corporate Governance. Each member of these committees is independent under the NYSE’s listing standards, SEC regulations and the standards set forth in our Guidelines, as discussed above.

Each committee has a written charter, which details its duties and responsibilities. The current committee charters are posted on our website at www.kennametal.com on the “Corporate Governance” page, which can be found under the “Investor Relations” tab.

Each committee performs an annual self-evaluation, using the roles and responsibilities outlined in its committee charter as a foundation for the review and evaluation. The Nominating/Corporate Governance Committee reviews and considers the results of each committee’s self-evaluation. The Chair of each committee also reports the results of the committee’s self-evaluation to the full Board.

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BOARD OF DIRECTORS AND BOARD COMMITTEES

Committee Functions

Audit Committee: The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, assists the Board in overseeing the Company’s financial reporting process. You can find additional information about the functions of the Audit Committee under the “Audit Committee Report” section of this Proxy Statement. The Board has determined that all the members of the Audit Committee are “financially literate” and independent and that each of Messrs. Alvarado, Lambert, Sternlieb, and Wunning qualify as an “audit committee financial expert” as that term is defined by SEC regulations.

Compensation and Human Capital Committee: The Compensation and Human Capital Committee’s functions include: recommending an overall compensation philosophy to the Board; having direct authority and responsibility for matters relating to the compensation of our executive officers; overseeing the Company’s compensation policies and procedures and monitoring risks related to them; advising the Board regarding management succession; administering our equity compensation plans, cash incentive plans and deferred compensation plans; oversight of diversity, equity and inclusion; and regulatory focus on human capital management disclosures. The Compensation and Human Capital Committee has the authority under its charter to delegate any of its duties and responsibilities (or functions) to a subcommittee of the Compensation and Human Capital Committee consisting of one or more members, as appropriate. You can find additional information about the Compensation and Human Capital Committee’s functions and processes in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Compensation and Human Capital Committee Interlocks and Insider Participation: There are no Compensation and Human Capital Committee interlocks and no insider participation in compensation decisions that are required to be disclosed in this Proxy Statement. The names of the members of the Compensation and Human Capital Committee appear under the heading “Compensation and Human Capital Committee Report” below.

Nominating/Corporate Governance Committee: The Nominating/Corporate Governance Committee’s functions include: ensuring that the Board is properly constituted to meet its fiduciary responsibilities; overseeing the Company’s ESG strategy, initiatives, policies and disclosures; identifying and recommending qualified candidates for membership to the Board; having direct responsibility for matters relating to the compensation of our directors; and recommending directors for committee membership. The committee also takes a leadership role in shaping the Company’s corporate governance.

The Nominating/Corporate Governance Committee will evaluate shareowner nominees on the same basis as all other nominees. Section 8 of our By-Laws describes the process by which shareowners may submit director nominations at an annual meeting or special meeting. Any shareowner of the Company who is entitled to vote at a meeting, who has complied with the notice procedures set forth in Section 8 may propose a director nomination. The procedures for a shareowner to nominate a director include, without limitation, the following requirements:

•

The shareowner must have given timely written notice in proper form to the Vice President, Secretary and General Counsel of the Company including, without limitation, the shareowner’s name and address. The deadlines for providing notice to the Company of a proposed director nomination for our next annual meeting are set forth in our By-Laws and summarized in the response to the question “What are the procedures for submitting a shareowner proposal or nomination for the 2024 Annual Meeting?” under the “General Information” section of this Proxy Statement.

•

The notice provided to the Secretary of the Company must set forth in reasonable detail information concerning the nominee and must include all information required to be disclosed in a Proxy Statement or other filings.


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BOARD OF DIRECTORS AND BOARD COMMITTEES

•

The notice provided to the Secretary of the Company must include a description of all arrangements or understandings between the shareowner making the nomination and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareowner.

•

The notice provided to the Secretary of the Company must include a representation that the shareowner making the nomination is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present the nomination.

•

The notice provided to the Secretary of the Company must include the consent of each nominee to serve as director of the Company if elected.

The foregoing summary of our shareowner director nomination procedures is not complete and is qualified in its entirety by reference to the full text of our By-Laws that has been publicly filed with the SEC and is available at www.sec.gov.

Board of Directors Compensation and Benefits

The Board has delegated primary responsibility for matters relating to compensation of our directors to the Nominating/Corporate Governance Committee. Because the Nominating/Corporate Governance Committee is also responsible for the recruitment of new directors and ensuring that the Board and committees are properly constituted, the Board believes that compensation matters relating to our directors should also reside with the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee, in consultation with the Board’s independent compensation consultant, Pay Governance, as appropriate, recommends the overall compensation structure for directors to the full Board for review and approval.

Committee Review of Director Compensation

The Nominating/Corporate Governance Committee determines appropriate levels of compensation for our non-employee directors by reviewing data from other publicly-traded companies and conferring with independent outside advisors as necessary, to obtain information on competitive director compensation practices and trends. The Committee uses this information to determine appropriate levels of non-employee director compensation. The Committee then makes recommendations regarding non-employee director compensation to the full Board for approval.

In April 2023, the Nominating/Corporate Governance Committee commissioned a director compensation assessment that was conducted by the Compensation and Human Capital Committee’s independent consultant, Pay Governance. The consultant compared the Company’s director compensation levels and program practices to those of the Company’s peer group of 20 companies and a broader set of 151 general industrial companies of similar size to Kennametal. The consultant also advised the Committee of current trends and practices in director compensation, which include shareowner approval of equity award limits to directors. The consultant considered that the Company maintains a directors’ equity award limit of $500,000 in Company stock, which is contained in the 2020 Stock and Incentive Plan approved by the Company’s shareowners. The equity award limit prevents any individual non-employee director from receiving more than $500,000 in Company stock in any individual year. The 2020 Stock and Incentive Plan includes an overall limit of $850,000 per year for all non-employee director compensation, including equity, cash fees and cash awards.

Based upon the assessment conducted by the compensation consultant, among other considerations, the Nominating/Corporate Governance Committee, at its April 21, 2023 committee meeting, recommended no changes in director compensation for Fiscal 2024 given the changes approved for Fiscal 2023.

KENNAMETAL INC. 2023 Proxy Statement

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BOARD OF DIRECTORS AND BOARD COMMITTEES

Equity Ownership by Directors

The Board believes that directors should hold meaningful equity ownership positions in the Company. Accordingly, a significant portion of overall director compensation is in the form of Company equity, as shown in the “Overview of Director Compensation” section below. Our Stock Ownership Guidelines require our directors to accumulate and maintain equity ownership in the Company having a value of no less than five times the annual retainer within five years of the date they become subject to the policy.

Overview of Director Compensation

We do not pay any additional cash compensation to management employees who serve as directors. In addition, no director who is employed by the Company may serve on any Board committee. Mr. Rossi, our President and CEO, is the only employee of the Company who serves as a director. Our non-employee directors receive a combination of cash and equity compensation for their services as a director or committee member as described below.

Cash Compensation for Non-Employee Directors

In 2023, our non-employee directors were entitled to receive the following cash compensation:



Annual Cash Retainer

All Non-Employee Directors	$	85,000

Additional Annual Cash Retainers

Non-Executive Chairman of the Board or Independent Lead Director	$	100,000

Audit Committee Chair	$	18,000

Compensation and Human Capital Committee Chair	$	15,000

Nominating/Corporate Governance Committee Chair	$	10,000

Equity Compensation

Equity compensation for our non-employee directors consists of:

Annual Grant of Restricted Stock, Restricted

Stock Units or Deferred Stock Credits (grant amount is rounded up to the next whole share)

145,000

Perquisites and Personal Benefits

All non-employee directors receive $50,000 of life insurance coverage, which is paid for by the Company. Directors do not receive tax reimbursements for income imputed to them for the premiums we pay for life insurance coverage. We reimburse directors for customary travel and related expenses for their attendance at Board and committee meetings, as well as continuing education programs, as appropriate.

Deferred Fee Plan

We have a Deferred Fee Plan for non-employee directors (the “Deferred Fee Plan”). On an annual basis, our non-employee directors may elect to defer payment of all or a portion of the cash fees they are entitled to receive from the Company for their services as a director and as a committee Chair, if applicable, all of which amounts will be credited as stock credits under the Directors Stock Incentive Plan (described below).


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BOARD OF DIRECTORS AND BOARD COMMITTEES

Directors Stock Incentive Plan

Under the Directors Stock Incentive Plan, any non-employee director may elect (i) to receive shares of the Company’s capital stock in lieu of all or any portion of cash compensation they are otherwise entitled to receive; or (ii) to have stock credits (representing an equivalent amount of the cash being deferred) credited to an account established by the Company for such participating director.

If a non-employee director elects to receive shares of the Company’s capital stock in lieu of all or any portion of the cash compensation otherwise payable to such director, the director will receive, on the date that the compensation otherwise would have been paid, the number of shares of capital stock of the Company that could have been purchased on that date based on the amount of cash compensation and the fair market value of the Company’s capital stock on that date.

If a non-employee director makes a stock credit election, an account established for the non-employee director is credited with a number of stock credits equal to the number of shares of capital stock that could have been purchased with the amount of cash compensation being deferred based on the fair market value of the Company’s capital stock on the day that the compensation would have been paid to the non-employee director. Dividend equivalents are credited to the account of any director who has elected to receive stock credits in lieu of cash compensation. Dividend equivalents are calculated at the same rate as the current dividend; there is no preferential or above-market earnings potential for deferrals into stock credits. In the event of a change in control, issued and outstanding shares of capital stock equal to the aggregate number of stock credits in each non-employee director’s stock credit account would be contributed to a deferred compensation trust (a “Rabbi Trust”) established by the Company and administered by an independent trustee. Generally, unless a director has selected a different payment option, as permitted under the plan, the director will receive upon his/her Separation from Service (as defined in the plan) that number of shares of the Company’s capital stock equal to the number of stock credits in such director’s account multiplied by the fair market value of the Company’s capital stock as of the date of the director’s Separation from Service.

2023 Non-Employee Director Compensation

The following table shows the actual compensation we paid to our non-employee directors for service on the Board and applicable committees in 2023.

2023 Non-Employee Director Compensation



Name	Fees Earned or Paid in Cash ($)(1)		Restricted Stock Unit Awards ($)(2)(3)		All Other Compensation ($)(4)		Total($)

Joseph Alvarado		85,000		144,995		69		230,064

Cindy L. Davis		100,000		144,995		69		245,064

William J. Harvey		95,000		144,995		69		240,064

William M. Lambert		103,000		144,995		69		248,064

Lorraine M. Martin		85,000		144,995		69		230,064

Sagar A. Patel		85,000		144,995		69		230,064

Paul Sternlieb (5)		42,500		72,507		69		115,076

Lawrence W. Stranghoener		185,000		144,995		69		330,064

Steven H. Wunning		85,000		144,995		69		230,064

(1)	Our directors may elect to receive these fees in cash, in shares of our capital stock, or in deferred stock credits.

KENNAMETAL INC. 2023 Proxy Statement

| 31

BOARD OF DIRECTORS AND BOARD COMMITTEES

(2)

On August 15, 2022, each non-employee director (other than Mr. Sternlieb) received a grant of RSUs with a grant date fair value of $144,995 or deferred stock credits amounting to $144,995 for those who elected to defer their restricted unit awards into deferred stock credits. Mr. Sternlieb received an initial grant of RSUs with a grant date fair value of $72,507 on January 15, 2023 upon his election to the Board. RSUs vest at a rate of one-third per year over a three-year period beginning on the first anniversary of the grant date. Deferred stock credits may not be paid until the third anniversary of the grant date. The aggregate number of equity awards held by each director as of June 30, 2023, is set forth below in the Supplemental Table to 2023 Non-Employee Director Compensation Table. The values set forth in this column are based on the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). Please refer to Note 18 to the financial statements included in Kennametal’s Annual Report on Form 10-K for 2023 for a discussion of additional assumptions used in calculating grant date fair value.

(3)

We pay dividend equivalents on unvested RSUs during the restriction period, but the dividends are not preferential. For those directors who elected to defer their RSUs into deferred stock credits, their accounts are credited quarterly with dividend equivalents, but again, these are not preferential.

(4)	These amounts consist of premiums paid by the Company for life insurance.

(5)	Mr. Sternlieb was elected to the Board of January 1, 2023; his director compensation is stated accordingly.

Supplemental Table to 2023 Non-Employee Director Compensation Table



Name	Aggregate Stock Options Outstanding at Fiscal Year-End		Aggregate Unvested Restricted Stock Units Outstanding at Fiscal Year-End		Aggregate Deferred Unvested Restricted Stock Units Outstanding at Fiscal Year-End(1)

Joseph Alvarado				8,932

Cindy L. Davis		14,000		8,932

William J. Harvey		21,000		8,932		2,741.140

William M. Lambert		14,000		8,932

Lorraine M. Martin				8,932

Sagar A. Patel						22,176.001

Paul Sternlieb				2,654

Lawrence W. Stranghoener		21,000				102,848.841

Steven H. Wunning		21,000		8,932		14,258.219

(1)	Represents RSUs that were electively deferred by the Board member into deferred stock credits subject to a minimum deferral period of three years from the date of the grant.


32		\| KENNAMETAL INC. 2023 Proxy Statement

Audit Committee Report

Functions of the Audit Committee

The Audit Committee (“we” or the “committee”) assists the Board in its oversight of: the quality and integrity of the Company’s financial statements, internal controls and disclosures; the Company’s compliance with legal and regulatory requirements; the performance, qualifications and independence of the Company’s independent auditors; and the performance of the internal audit function. We have the sole authority to appoint, retain, terminate and replace the Company’s independent auditors, subject to shareowner ratification with respect to retention at the next regularly scheduled annual meeting of shareowners. We perform an annual self-assessment to evaluate the composition, activities and interactions of the committee and submit the results of the self-assessment to both the Nominating/Corporate Governance Committee and the Board.

Responsibilities

Management is responsible for the Company’s financial reporting process and system of internal controls and for the preparation and presentation of consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The independent auditors are responsible for planning and carrying out an audit of the financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (“PCAOB”) and issuing a report on that audit. Our responsibility is to provide oversight to these processes. We do not certify the financial statements or guarantee the auditor’s report. To fulfill our oversight role, we rely (without independent verification) on the information provided to us, the representations made by management and the independent auditors and the report of the independent auditors.

Complaints

Anyone, including any Company employee, who has a complaint or concern regarding the Company’s accounting, internal auditing controls or auditing matters may communicate that complaint or concern to the committee:

•

In writing directed to Kennametal Inc., Attention: Vice President, Secretary and General Counsel, 525 William Penn Place, Suite 3300, Pittsburgh, Pennsylvania 15219;

•

By calling the Company’s toll-free, third-party managed, HELPLINE (1-877-781-7319); or

•

By accessing the Company’s web-based HELPLINE portal accessible at the following link: kennametal.ethicspoint.com.

Monitoring Activities in 2023

We held eight meetings in 2023. During these meetings, we discussed with management, the internal auditors and the Company’s independent auditors, PricewaterhouseCoopers LLP (“PwC”) (to the extent applicable), the quality and adequacy of the Company’s internal control over financial reporting, the internal audit function’s organization, responsibilities, budget and staffing and the results of internal audit examinations. We also reviewed with both PwC and the internal auditors their respective audit plans, audit scope and identification of audit risks, and met separately with PwC and with the internal auditors, without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting. We reviewed the interim financial information contained in each quarterly earnings announcement and each Form 10-Q filed with the SEC in 2023 and discussed this information with PwC and with the Company’s Chief Financial Officer and Corporate Controller prior to release. We also reviewed and discussed with both management and PwC the audited financial statements for the year ended June 30, 2023 prior to release.

KENNAMETAL INC. 2023 Proxy Statement

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AUDIT COMMITTEE REPORT

The discussions with PwC included the matters required by GAAP, including those described in the Statement on Auditing Standards No. 1301 related to communication with audit committees. We received from PwC written disclosures and the letter required by applicable requirements of the PCAOB regarding PwC’s communications with us concerning their independence, and discussed with PwC their independence.

Based on these reviews, meetings, discussions and reports, we have recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2023, for filing with the SEC. We have retained PwC as the Company’s auditor for the fiscal year ending June 30, 2024, and are submitting that decision for shareowner ratification at the Annual Meeting as discussed below.

AUDIT COMMITTEE REPORT

Audit Committee:

William M. Lambert, Chair

Sagar A. Patel

Paul Sternlieb

Steven H. Wunning


34		\| KENNAMETAL INC. 2023 Proxy Statement

Proposal II. Ratification of

PricewaterhouseCoopers LLP as our

Independent Registered Public Accounting

Firm for the Fiscal Year Ending June 30, 2024

The Audit Committee has retained PwC as the Company’s independent registered public accountants for the fiscal year ending June 30, 2024. As a matter of good corporate practice, the Audit Committee is submitting its selection to our shareowners for ratification at the Annual Meeting. Unless otherwise directed by the shareowners, proxies will be voted in favor of the ratification of the selection of PwC as the Company’s independent public accountants for the fiscal year ending June 30, 2024. In the event that this selection is not ratified by the shareowners, the Audit Committee will consider this vote in determining its future selection of an auditor. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its shareowners.

Representatives of PwC attended all meetings of the Audit Committee held during Fiscal 2023. The Audit Committee reviewed the non-audit services provided by PwC in 2023 and, based on that review, determined that the non-audit services provided by PwC were compatible with maintaining the independence of PwC.

Representatives of PwC will attend the Annual Meeting, and will have the opportunity to make a statement at the meeting if they wish. They also will be available to respond to appropriate questions from shareowners in accordance with the rules of the meeting.

Fees and Services

Fees for professional services (including expense) rendered by PwC to the Company and its subsidiaries in 2023 and 2022 were as follows (in millions):


	2023 ($)		2022 ($)
Audit Fees(1)		3.6		3.5
Audit-Related Fees(2)		0.0		0.0
Tax Fees(3)		0.3		0.6
All Other Fees(4)		0.0		0.0
TOTAL		3.9		4.1

(1)	These fees relate to services provided for the audit of the consolidated financial statements and internal controls over financial reporting, subsidiary and statutory audits, comfort letters, and assistance with the review of documents filed with the SEC.

(2)	These fees relate to agreed upon procedures. There were no Audit-Related Fees or Services performed in 2023 or 2022.

(3)	These fees relate primarily to tax compliance services, tax planning advice and tax audit assistance.

(4)	These fees relate primarily to licenses for accounting research software and other permissible services that do not fall into the other three categories listed above. All other fees rounded to zero in 2023 and 2022.

KENNAMETAL INC. 2023 Proxy Statement

| 35

PROPOSAL II. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm

Audit Committee Pre-Approval Policy

The Audit Committee annually adopts a policy for pre-approval of audit and non-audit services to be provided by the independent auditors. Under the policy, the Audit Committee pre-approves categories of services and fee caps for each category. The pre-approved services include: (i) audit services, such as statutory audits and internal control-related services, services associated with regulatory filings and consultations regarding disclosure treatment of certain transactions or events; (ii) audit-related services, such as due diligence and accounting consultations; (iii) tax services, such as tax compliance (domestic and international) and tax planning and advice; and (iv) other permissible non-audit services that the Audit Committee believes will not impair the auditor’s independence. The Audit Committee must specifically pre-approve the terms of the annual audit services engagement. All other audit and permissible non-audit services not specifically covered by the policy, and any proposed services which materially exceed the pre-approved fee levels, require separate specific pre-approval by the Audit Committee. The Audit Committee has delegated pre-approval authority to its Chairman. The Chairman must report any specific pre-approval decisions to the Audit Committee at the next scheduled meeting for review and ratification. The policy requires the auditor to provide the Audit Committee with detailed supporting documentation regarding the specific services to be provided.

All audit and non-audit services provided by PwC in 2023 were pre-approved under this policy.

Vote Required

The ratification of the selection of PwC as our independent registered public accountants for the fiscal year ending June 30, 2024, will be approved if the proposal receives the affirmative vote of at least a majority of the votes cast by shareowners present, virtually or by proxy, at the meeting. Abstentions will not be counted as votes cast either for or against the proposal.


		THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2024.


36		\| KENNAMETAL INC. 2023 Proxy Statement

Executive Compensation:

Compensation Discussion and Analysis

The following is a discussion and analysis of our compensation programs as they apply to our President and Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated executive officers in Fiscal 2023, as listed below (collectively our “named executive officers” or our “NEOs”):

•

Christopher Rossi: President and Chief Executive Officer (“CEO”)

•

Patrick Watson: Vice President and Chief Financial Officer (“CFO”)

•

Franklin Cardenas: Vice President and President, Infrastructure Segment

•

Sanjay Chowbey: Vice President and President, Metal Cutting Segment

•

Michelle R. Keating: Vice President, Secretary and General Counsel (“General Counsel”)

In this Compensation Discussion and Analysis (“CD&A”), we discuss our compensation policies and practices as they relate to our NEOs, compensation decisions made in Fiscal 2023 affecting our NEOs’ compensation, highlights of the Company’s financial performance for Fiscal 2023 and its effect on compensation paid to our NEOs in that year, as well as recent changes we have made to our executive compensation program.

Fiscal 2023 Summary

•

Sales of $2.1 billion for Fiscal 2023, compared with sales of $2.0 billion for Fiscal 2022.

•

Net income attributable to Kennametal for Fiscal 2023 was $118.5 million, compared to $144.6 million in Fiscal 2022.

•

Return on Invested Capital (“ROIC”) for Fiscal 2023 was 7.5% compared with 8.6% in Fiscal 2022. Adjusted ROIC for Fiscal 2023 was 7.8% compared with Adjusted ROIC of 8.9% in Fiscal 2022.

•

KENNAMETAL INC. 2023 Proxy Statement

| 37

EXECUTIVE COMPENSATION: Compensation Discussion and Analysis

Changes to Executive Compensation Arrangements in Fiscal 2023

At its June 2022 meeting, the Compensation and Human Capital Committee (the “Committee”) modified the NEO’s Annual Incentive Plan (“AIP”) metrics for Fiscal 2023 by reducing the individual component weighting from 30% to 20% and adding an environmental, social, and governance (“ESG”) component with a weighting of 10%. The ESG component is equally weighted between diversity and inclusion (“D&I”) and safety. More information on the ESG component is contained in the AIP section “2023 Executive Compensation Program.” No changes were made to the long-term incentive program (“LTIP”) for Fiscal 2023, reflecting a continuation of our practice to grant 60% of the target value of each executive’s long-term incentive opportunity as PSUs and 40% as RSUs.

Executive Compensation Highlights for Fiscal 2023

The following are the highlights of our 2023 executive compensation program:

•

The 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 paid in a mix of base salary, annual cash-based incentives under our AIP, and equity-based long-term incentive awards.

•

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.

•

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 even the need for separate retention awards. Adjusted ROIC performance goals and related payouts for Fiscal 2023 were approved by the Committee in July 2022. ROIC performance goals for Fiscal 2024 and Fiscal 2025 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 2022 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 performance, consistent with our pay-for-performance philosophy. Payments earned under the Fiscal 2023 AIP were based on four performance metrics: Adjusted EBITDA, PWCPS, ESG, and individual performance. Adjusted EBITDA and PWCPS both had two six-month performance periods, while ESG and individual performance were measured over the full fiscal year. No earned award is paid prior to the end of the fiscal year.


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EXECUTIVE COMPENSATION: Compensation Discussion and Analysis

•

Vesting of Fiscal 2023 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 payout date to receive the payout, which is three years after the grant date. For Fiscal 2023, only one-third of the Adjusted ROIC component of the FY2023-2025 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 2023 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.

Our Fiscal 2023 financial and ESG performance had the following effects on the performance-based awards held by our NEOs:

Fiscal 2023 AIP

•

For Fiscal 2023 full year, including “first half” and “second half” performance, the Fiscal Year total payout for 12 months is 98.2% of target payout based on performance against our financial and ESG metrics, excluding the impact of achievement of the individual performance component for each executive, but reflecting the Committee’s negative discretion concerning the safety portion of ESG component. No payments were made at the end of the first six-month period.

Performance Stock Units

•

The first of three tranches of the 2023 PSUs, achieved Adjusted ROIC performance, at a 125% multiple of target PSUs awarded. Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2025.

•

The second of three tranches of the 2022 PSUs, achieved Adjusted ROIC performance, at a 125% multiple of target PSUs awarded. The tranche tied to Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2024.

•

Results of 2022 Shareowner Vote on NEO Compensation

Our shareowners overwhelmingly approved the compensation paid to our NEOs in Fiscal 2022, with approximately 99% of votes cast in favor of the advisory vote on executive compensation presented at our Annual Meeting held on October 25, 2022.

The Committee believes that this high level of support of the compensation paid in Fiscal 2022 illustrates our shareowners’ support of our pay-for-performance philosophy, which is designed to link the compensation paid to our NEOs to the Company’s financial performance and shareowner value. Accordingly, in determining the

KENNAMETAL INC. 2023 Proxy Statement

| 39

EXECUTIVE COMPENSATION: Compensation Discussion and Analysis

structure of the compensation of our NEOs for Fiscal 2023, the Committee decided to retain our general approach to executive compensation, with an emphasis on performance-based incentive compensation components that reward our executives when they deliver value to the Company and our shareowners.

Executive Compensation Philosophy

Kennametal’s executive compensation philosophy is based on the following principles, which we believe form the foundation of an effective and responsible compensation program:

•

Pay-for-Performance. Executive compensation should be tied to both individual performance and Company performance (annual through the AIP performance component and long-term through the grant values of the LTIP awards).

•

Align the Ratio of Fixed to Variable Components of Compensation with the Executive’s Level of Responsibility and Accountability. As executives progress to higher levels of responsibility within the Company, a greater proportion of their overall compensation should be variable and linked directly to Company performance and stock price.

•

Promote a Long-Term Perspective. Our compensation program should promote the long-term focus and strategic vision required for our future growth and success.

•

Offer Competitive Compensation. We believe that highly-qualified and skilled executives can provide differentiation and a competitive advantage in the marketplace. Our objective is to offer compensation that is competitive with that offered by other companies that we compete with for talent.

Objectives of the Executive Compensation Program

To support our overall compensation philosophy, we have designed our executive compensation program to:

•

Maintain executive compensation at a competitive level to attract, incentivize and retain high-performing talent;

•

Recognize individual contributions to the Company;

•

Focus our executives’ attention on the attainment of significant business objectives that align with our business strategy and the creation of long-term shareowner value;

•

Ensure alignment between management’s interests and the interests of our shareowners; and

•

Share the financial benefits of strong Company performance.

Relationship Between Pay and Performance

In January 2023, the Committee reviewed the relationship between our CEO’s “realizable compensation” (defined below) and the Company’s performance from Fiscal 2020 through Fiscal 2022 (the “Reviewed Period”) for which period both compensation and performance data were readily available for our peers. The analysis, which was prepared by the Committee’s independent consultant, Pay Governance, compared our CEO’s realizable compensation and the Company’s performance, relative to our peer group, to assess whether the Company’s performance and the realizable compensation paid to our CEO were aligned. The Committee believes this analysis helps to support our pay-for-performance philosophy.

Realizable compensation is defined as (i) base salary paid over the Reviewed Period; (ii) actual bonus earned and paid during the Reviewed Period; (iii) the aggregate current value of restricted stock/restricted unit grants


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EXECUTIVE COMPENSATION: Compensation Discussion and Analysis

made during the Reviewed Period; (iv) the aggregate in-the-money value of stock option grants made during the Reviewed Period; (v) the actual payouts of performance-based equity awards with performance periods beginning and ending during the Reviewed Period; and (vi) the estimated payout for performance-based equity awards that were granted during the Reviewed Period but remained unvested at its conclusion. Realizable compensation for our CEO was calculated in the same manner as for the CEOs of our peer group companies. The realizable value of long-term equity-based awards was calculated using each company’s closing stock price on June 30, 2023. The Company believes that realizable compensation is a relevant measure for analyzing the pay-for-performance alignment, which may be more meaningful than grant date or target compensation. Realizable compensation focuses on the actual value of earned pay rather than pay opportunity by analyzing current stock prices and actual payouts from short-term and long-term incentives to provide an estimate of the actual compensation that executives realized during the subject period. The required grant date and target compensation amounts are reported in the Executive Compensation Tables of this Proxy Statement.

The financial performance of the Company and the peer companies was evaluated over the Reviewed Period using the following four performance measures: (i) EBIT margin; (ii) EBIT growth; (iii) ROIC; and (iv) TSR. These measures were selected because some are, or have been, used in the Company’s short-term and/or long-term incentive plans and are considered by proxy advisors and our compensation consultant to be reasonable indicators of a company’s performance. The Company’s percentile ranking for each performance measure relative to the peers was averaged to form a composite performance ranking.

Over the Reviewed Period, our CEO’s realizable compensation ranked below the median (18^th percentile) of the peer group and our composite performance (average ranking of all performance metrics) ranked below the median (20^th percentile) of the peer group, resulting in a sufficiently strong composite net correlation. The Committee continues to analyze the alignment of realizable compensation and the Company’s performance, in addition to grant date value comparisons, to observe such things as:

•

Whether the targeted pay levels relative to our peers is appropriate;

•

Whether the mix of fixed versus variable incentive compensation is appropriate;

•

Whether performance goals have been set at appropriately challenging and achievable levels over the Reviewed Period; and

•

Whether the weighting assigned to each long-term incentive vehicle is weighted appropriately resulting in an acceptable amount of leverage.

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| 41

EXECUTIVE COMPENSATION: Compensation Discussion and Analysis

Based on this analysis, the Committee is satisfied with the alignment of our CEO’s realizable compensation with the performance of the Company during the Reviewed Period. The chart below provides an illustration of this realizable pay-for-performance analysis over the Reviewed Period. The Committee expects to continue to review and present the alignment of compensation with the Company’s financial performance, including as may be required to comply with regulations issued by the Securities and Exchange Commission, which are currently in proposed form.

LOGO


42		\| KENNAMETAL INC. 2023 Proxy Statement

EXECUTIVE COMPENSATION: Compensation Discussion and Analysis

Design of Our Executive Compensation Program

Overall Design of the Executive Compensation Program

Each of our executives receives a compensation and benefits package comprised of some or all of the four basic components described in the table below which also provides an explanation of why we provide the particular compensation component, how we determine the amount for tenured executives in their current roles and what such compensation component is designed to reward.



Compensation Component	Why We Provide it	How We Determine the Amount for Tenured Executives	What it is Intended to Reward

Base Salary	• Consistent with competitive practice	• Salaries at approximately the median of manufacturing companies	• Individual performance and level of experience, expertise, and responsibility within the Company

Annual Incentive Plan (AIP)	• To link pay and company performance over the fiscal year • To drive the achievement of annual business objectives • Consistent with competitive practice	• Awards are performance-based and calculated as a percentage of base salary: — Target award opportunities are determined on an individual basis for similar positions in peer group manufacturing and general industrial companies	• Annual Company financial performance, Company ESG performance, and individual performance

Long-Term Incentives (includes restricted stock units and performance stock units)	• To link pay and company performance over multiple fiscal years • To drive the achievement of critical long-term business objectives • To align management’s interests with those of our shareowners • To foster the long-term retention of key executives • Consistent with competitive practice	• Total long-term incentive opportunity is determined on an individual basis based on the executive’s performance and career potential (internal and individual factors), and taking into account the long-term compensation paid to similar positions among peer group, manufacturing and general industrial companies • For Fiscal 2023, the total long-term incentive opportunity was allocated between PSUs (60%) and RSUs (40%) • PSU awards are performance based: — Target award opportunities are determined on an individual basis based on data for similar positions in peer group manufacturing and general industry companies	• Long-term Company performance and individual performance • PSUs—increased return on capital, improved profit margins and shareowner value and overall Company performance over the long-term • RSUs—increased shareowner value and long-term commitment to the Company

Retirement Benefits	• Consistent with competitive practice	• Market practice and Company-specific circumstances	• To provide long-term financial security to executives who have demonstrated a long-term commitment to the Company

We have designed our executive compensation program to target total direct compensation for each of our tenured executives in their current roles near the median level for executives in similar positions within our industry and peer group with the opportunity to earn actual compensation above or below median compensation depending on Company and individual performance. We believe that the design of the compensation program allows for actual compensation earned under our incentive plans to be above-median compensation for exceptional performance, as well as below-median compensation when performance falls below our expectations. Also, we may deviate from targeting the median if, in the judgment of management and/or the Committee, the value of an executive’s experience, performance and specific skill set warrants such

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EXECUTIVE COMPENSATION: Compensation Discussion and Analysis

a deviation. For individual executives, compensation may also vary depending on the executive’s experience, responsibility and expertise, such person’s contribution to our business strategy and the market’s demand for such skills and talent. The foundation of our program is based on a system of benchmark market pricing. Each executive’s compensation is competitively benchmarked against executives in comparable positions in similar revenue-sized manufacturing and general industrial companies and, in some cases, against a peer group of companies. This benchmarking process as well as an internal assessment of the position’s internal value to the Company, scope and complexity of responsibilities generally defines a range of opportunities for base salary, annual incentives and long-term incentives. The pay ranges give the Committee flexibility to position individual compensation above or below market median levels depending on the individual’s job performance, professional qualifications, business experience, technical expertise and career potential.

Factors that Influence Compensation

The Committee believes that an effective compensation program reflects a balance between individual factors (i.e., level of responsibility, skills, experience, expertise and individual performance), organizational measures, and external or market factors (i.e., competitive benchmarking and survey data). We incorporate each of these factors into the design of our executive compensation program. Accordingly, we compensate our executives based upon an assessment of:

•

Individual Performance. All of our executives are evaluated against an annual performance plan. The performance plan is based on individual performance objectives that will further the goals of the executive’s business unit, if applicable, and the strategic goals of the Company. These objectives, which include both quantitative and qualitative goals, are reviewed and assessed periodically by the executive with the CEO and by the CEO with the Board. At the end of the fiscal year there is a comprehensive analysis of the executive’s actual performance vis-à-vis the individual’s performance plan, and that analysis is provided to the Committee for review.

•

Company Performance. The primary objective of our compensation philosophy is to align our executive officers’ compensation with the performance of the Company (“pay-for-performance”). When making compensation decisions related to our executives, the Committee evaluates the Company’s achievement of pre-established internal metrics (which are predicated on our annual and long-term financial plans and goals, along with other strategic and operational initiatives) and external measures (which are predicated on external factors such as the growth in our stock price).

•

Market Intelligence. Individual and Company performance are weighted most heavily in compensation decisions. However, when appropriate, the Committee also considers external factors, such as market and survey data and pay positioning for our executives relative to market data, as explained in further detail below under the subheading “Pay Positioning Relative to Market — Benchmarking.”

Variable Compensation and Promotion of a Long-Term Perspective

We increase the variable component of compensation for our executives as they progress through our management levels and adjust the ratio of short-term to long-term compensation to promote accountability and a long-term perspective. We structure our executive compensation program so that the proportion of variable versus fixed compensation increases as the role and responsibility of the executive increases. We believe this is appropriate because the executives are best positioned to be able to affect the Company’s performance. Therefore, they should receive a substantial portion of their total compensation value in the form of long-term incentives that measure and reward Kennametal’s performance over a period of greater than one year. The table below illustrates that the actual percentage of variable pay relative to total compensation depends on the executive’s position within the Company. In general, the higher the executive’s position within the Company, the greater the proportion of variable pay that is linked to Company performance and stock


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price. Similarly, as the executive rises to positions of greater responsibility within our Company, short-term compensation begins to decrease proportionately relative to long-term compensation which, in most cases, begins to represent a greater proportion of the executive’s total compensation. Accordingly, the decision to emphasize variable elements for these individuals results in a reduced emphasis of fixed elements of compensation. In some cases, the variances between short-term and long-term compensation may be related to length of tenure in the position or initial compensation package provided upon hiring.

The following chart summarizes the breakout of fixed annualized salary versus target variable compensation and target variable short-term versus target variable long-term compensation for our NEOs at the end of Fiscal 2023.


	Fixed vs. Target Variable Breakout		Target Variable Breakout
Title	% of Annual Target Total Direct Compensation Fixed	% of Annual Target Total Direct Compensation Variable	% Short- Term Compensation	% Long- Term Compensation

President and CEO	15%	85%	20%	80%

Vice President and Chief Financial Officer	38%	62%	37%	63%

Vice President and President, Infrastructure Segment	28%	72%	29%	71%

Vice President and President, Metal Cutting Segment	28%	72%	29%	71%

Vice President, Secretary and General Counsel	35%	65%	30%	70%

Competitive Compensation

Pay Positioning Relative to Market — Benchmarking

When we make compensation decisions, we compare the compensation paid to our executive officers to the compensation paid to similarly-positioned executives at other companies within our industry or general manufacturing to gain a general understanding of current market compensation practices for these positions. Specifically, we benchmark total compensation levels and certain of the individual elements of our compensation packages (mainly base salary, AIP (together, “total cash compensation”) and long-term incentives (together with total cash compensation, “total direct compensation”)) to both published survey data of comparable companies and to a custom peer group of public companies within the manufacturing industry.

Benchmark data is part of the external information we consider when designing and executing our compensation programs.

The Committee’s independent compensation consultant assists the Committee in its benchmarking efforts, by collecting compensation data for our peer group companies from the most recently available annual proxy statement for each company. Pay Governance can also provide survey data representing industry-specific and general industrial companies included in the Willis Towers Watson Executive Compensation Database. In consultation with management, the consultant provides the Committee with the results of its benchmarking efforts on an annual basis. The benchmarking data helps us assess the competitiveness of our executives’ compensation compared to that of other executives at our peer companies and in the broader market. We also use the data to help ensure proper alignment between executive and shareowner interests, and to assess compensation versus Company performance.

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EXECUTIVE COMPENSATION: Compensation Discussion and Analysis

When we evaluate our compensation structure, we compare the target range for total direct compensation, the mix of compensation components and the allocation of those components in our executives’ individual compensation packages against benchmark data. Each year we evaluate the target total cash compensation and target total direct compensation we provide to our executives against the benchmark data to determine whether our compensation structure accurately reflects our goal of providing compensation at approximately the median level within our peer group and industry. The Committee considers this information, along with data provided by the consultant, the Company and individual performance factors, when it sets compensation levels.

Pay Governance annually reviews our peer group to ensure that the peer companies continue to be appropriate comparisons for performance purposes and for compensation purposes. The companies in our current peer group are included based on their alignment with the following selection criteria: comparable annual revenue, market capitalization, operational scope and organizational complexity. While some of the peers are smaller than we are, others are larger. Nevertheless, we include these companies to help us understand the effect, size and complexity have on compensation levels and designs.

In Fiscal 2023, based on a comprehensive review and evaluation by Pay Governance, our peer group was updated for more appropriate comparisons in performance and compensation. A prior peer company (Colfax Corporation) split its industrial and medical devices business into two publicly-traded companies, and the stand-alone industrial business, ESAB Corporation, replaces Colfax Corporation. Additionally, in order to improve Kennametal’s relative positioning closer to the peer group medians for both revenue and market capitalization, Alamo Group, Carpenter Technologies and Franklin Electric were added to the peer group. As a result, effective February 2023, the following 20 companies comprised our peer group for compensation purposes:


		• Alamo Group		• Graco Inc.
		• Altra Industrial Motion Corp.		• ITT Inc.
		• Barnes Group Inc.		• Lincoln Electric Holdings, Inc.
		• Carpenter Technologies		• Nordson Corporation
		• Crane Co.		• Simpson Manufacturing Co., Inc.
		• Curtiss-Wright Corporation		• SPX Corporation
		• EnPro Industries, Inc.		• The Timken Company
		• ESAB Corporation		• Watts Water Technologies, Inc.
		• Flowserve Corporation		• Woodward, Inc.
		• Franklin Electric		• Zurn Water Solutions Corporation

Note:

The peer group used for calculating the Relative TSR portion of the PSU awards for grants made prior to fiscal 2022 is the S&P 400 Capital Goods Index companies approved at the time of the grant.

How Compensation Decisions Are Made

Role of the Compensation and Human Capital Committee and CEO in Determining Executive Compensation

The Committee designs and implements our executive compensation program, evaluates executive performance, including that of the CEO, and oversees, along with the full Board of Directors, the development of executive succession plans.

The Committee solicits information from our management and from the Committee’s compensation consultant during the compensation-setting process, but it is the Committee that ultimately sets and approves compensation for our CEO and all other executive officers.


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The Committee uses substantially the same process for determining CEO compensation as it uses for determining our other executive officers’ compensation. Each year, the Committee reviews all components of compensation for the CEO and for each of our other executives over the course of several regularly-scheduled meetings from January to July. Final compensation decisions are made in July for the current fiscal year. The Committee is assisted in its review by members of management, the human resources department, and its compensation consultant.

In keeping with our compensation philosophy, the Committee considers three main categories of information with respect to each executive: (i) individual performance; (ii) Company performance; and (iii) market data. The Committee evaluates each executive’s current compensation and solicits input from management on the executive’s potential, performance for the year, leadership skills, and contribution to the Company’s performance. The Committee also considers factors relating to the Company, such as our overall performance and achievement of specific strategic and operational initiatives. Finally, the Committee assesses the market competitiveness of each executive’s total compensation package.

CEO Compensation. The Committee meets with the CEO each year (near the beginning of our fiscal year) to set the CEO’s performance goals (both individual and Company objectives) for the fiscal year. These goals are then reflected in the CEO’s individual performance plan. The CEO periodically reports on his progress with respect to his performance goals at Committee meetings throughout the year. At the end of the fiscal year, the Committee evaluates, in consultation with the independent Chairman of the Board and the rest of the non-management directors and the Board, as it deems necessary or appropriate, the CEO’s performance against the goals included in his performance plan for the year. Pursuant to this review, the Committee determines and approves the CEO’s compensation based in part on his achievement of those goals and in part on the Company’s performance, while taking into account the overall objectives of our compensation program. The Committee also considers the compensation being paid to other CEOs at similarly situated companies in making compensation decisions affecting the CEO.

Other Executives’ Compensation. Each fiscal year, each of our non-CEO executives develops an individual performance plan for the fiscal year, with goals that align with the CEO’s objectives, and include individual and Company objectives. These plans are discussed with and approved by the CEO and the executives report to the CEO on their progress towards the achievement of the goals periodically throughout the year. At the end of the year, the CEO and the Committee together assess the performance of the executives. Based upon these evaluations and recommendations from the CEO, the Committee determines the executives’ compensation. The executives do not play a role in the determination of their compensation, other than discussing individual performance objectives and achievements with the CEO.

Role of the Compensation Consultant

Pay Governance has been engaged by and serves as the Committee’s independent compensation consultant and provides no other services to the Company, outside of advising on compensation matters. The Committee annually reviews its retention of Pay Governance as its compensation consultant, as well as its performance in advising the Committee.

Pay Governance provides the Committee with the objective information and expertise necessary to make informed decisions that are in the best long-term interests of our business and shareowners and also keeps the Committee informed as to compensation trends and regulatory developments affecting public companies in general and the manufacturing industry in particular. The Committee solicits advice and counsel from its consultant on all matters related to executive compensation design and delivery. Specifically, the compensation consultant is requested to provide, and delivers, the following types of services to the Committee:

•

Competitive data and benchmarking analytics for all components of pay for executive officers (including the CEO);

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EXECUTIVE COMPENSATION: Compensation Discussion and Analysis

•

Equity dilution, value sharing, and performance assessment analyses relative to peers;

•

Compensation program analysis, redesign considerations, and recommendations;

•

Diagnostic assessments regarding the rigor of performance goals;

•

Tax, accounting, regulatory, and other compensation-related education;

•

Individual pay considerations for the CEO, as well as executive officer promotions and new hires;

•

Competitive analysis of pay for other senior leaders;

•

Review of compensation plan payouts for the CEO and executive officers;

•

Assessment of risk regarding compensation policies and practices;

•

Assessment of pay-for-performance alignment; and

•

CD&A review and recommendations.

Pay Governance attends each of the Committee meetings and attends executive sessions at the request of the Committee. The compensation consultant also collaborates with our management team for purposes of meeting planning, program design and analysis and other logistics, but all executive compensation-related services performed by the consultants are ultimately at the direction of the Committee.

The Committee reviews the fees and performance of Pay Governance each year and provides feedback to the consultant as necessary and provides a full report of its review to the Board. The Committee has the authority to terminate the relationship with Pay Governance at any point in time.

Each year, the Committee reviews and determines the independence of its compensation consultant. When gauging the independence of an adviser, the Committee considers the following six factors, as required by the New York Stock Exchange and SEC rules and regulations:

•

If the adviser’s firm provides other services to the Company;

•

The amount of fees received from the Company as a percentage of the total revenue of the adviser’s firm;

•

Policies and procedures of the adviser’s firm designed to prevent conflicts of interest;

•

Any business or personal relationship of the compensation consultant, counsel or other adviser with members of the compensation committee;

•

Company stock owned by the adviser; and

•

Any business or personal relationship between the adviser or the adviser’s firm and an executive officer of the Company.

Based on the Committee’s review of the factors above, it determined that its adviser, Pay Governance, is independent and free of conflicts of interest.

2023 Executive Compensation Program

Base Salary

Base salary provides a competitive level of fixed income for our executives. We target base salary levels for each tenured executive position at median pay levels for similar positions in the market. The level of base salary an executive receives is determined based on the results of an annual evaluation of the executive with respect to certain objective and subjective factors. Objective factors include the executive’s level of responsibility, skills


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and training, accomplishment of the goals set forth in such person’s annual individual performance plan and, for newer executives, prior experience. Subjective factors include the Committee’s assessment of the executive’s potential and individual contributions. The Committee evaluates the CEO with input from the independent Chairman of the Board and the other non-management Board members, as noted above. The CEO evaluates each of the executives who report directly to him. Both objective and subjective factors are considered, as relevant, and the CEO makes recommendations to the Committee for changes to base salary (other than his own) during the annual compensation setting process. The Committee evaluates the CEO’s and other executives’ base salary on an annual basis, and may make changes in its discretion as part of the broader compensation setting process.

In setting the NEOs’ base salaries for Fiscal 2023, the Committee considered all of the factors described above for each executive and conducted an examination of the applicable market data.

In July 2022, the Committee approved increases to the base salaries of Messrs. Rossi, Chowbey, Cardenas, and Ms. Keating in the amounts of 4.6%, 4.5%, 4.5% and 6.5%, respectively. Mr. Watson’s base salary was established upon his promotion from Vice President Finance and Corporate Controller to Vice President and CFO, which occurred in late Fiscal 2022 and was not increased in Fiscal 2023.

AIP

Overview. The AIP is a formula-based, pay-for-performance annual cash incentive plan. The AIP is the main vehicle we use to reward participants for their contributions to strong annual business performance. The purpose of the AIP is to motivate participants to help the Company to achieve pre-established shorter-term financial and strategic goals, which are designed to create sustainable long-term shareowner value, and to reward participants to the extent the Company achieves those goals. All of our executives, our senior management team members, and other team members participate in the AIP.

AIP Target Amounts. AIP target amounts are established for tenured executives based on a combination of individual factors and market-competitive data for similar jobs at other companies and are established as a percentage of base salary. Consistent with our executive compensation philosophy, individuals with greater job responsibilities have a greater proportion of their total cash compensation tied to Company performance through the AIP. Each year, the Committee sets AIP target amounts for our CEO and other executives based on recommendations from our management and the CEO (except with respect to his own target AIP) and its own evaluation of the competitiveness of each executive’s compensation package based on input from its compensation consultant.

AIP Performance Goals. We link AIP opportunities directly with Company performance to maximize shareowner value. Each executive is assigned one or more performance goals at the beginning of the fiscal year, which are based upon the overall performance goals of the Company and which have been approved by the full Board as part of management’s overall financial and strategic plans. The Board approves the goals for overall Company performance based upon management’s financial and strategic plans.

Once the Board has approved the overall performance goals for the Company, the Committee reviews and approves the AIP design and individual performance goals for the CEO, which may be based on one or more of the Company’s overall corporate performance goals and/or individual achievement goals. To ensure alignment with our shareowners’ interests, the Committee assigns the CEO both quantitative and qualitative performance goals based on current and forecasted industry conditions and that can significantly affect the growth or improvement of the Company or a business segment. For each of the other executives, the CEO sets individual performance goals considered to be achievable, but which require personal performance and stewardship above the plan levels for the coming year in order to receive above-target payouts. These individual goals may vary by executive.

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Individual Performance. At its meeting following each fiscal year-end, the CEO reviews with the Committee each executive officer’s achievement of his/her performance goals for the previous year, and the Committee approves any corresponding amounts to be paid under the AIP. Regarding AIP determinations, the Committee considers the individual performance of the executive and the recommendations of the CEO (for all executives other than himself). The Committee has the discretion to adjust an executive’s calculated AIP award based on its assessment of the individual’s performance.

2023 AIP. The 2023 AIP design for NEOs was modified from the 2022 AIP design by reducing the individual component weighting from 30% to 20% and adding an ESG component with a weighting of 10%, split evenly between annual D&I and safety goals. Adjusted EBITDA and PWCPS remained at weightings of 50% and 20%, respectively. The Committee and management believe the use of adjusted EBITDA and PWCPS will help to focus team members on the successful execution of the simplification/modernization of manufacturing efforts at the Company. Adjusted EBITDA and PWCPS performance goals were set by the Committee for the two six-month increment periods of July 1, 2022 through December 31, 2022 and January 1, 2023 through June 30, 2023. The rationale for establishing financial performance goals on a half-year basis was to better align the goal setting process to the cyclicality and volatility of Company’s industry and its rapid impact on the Company’s operational and financial results. The Committee was concerned that establishing full-year financial performance goals could result in a plan that was either too challenging or not challenging enough given the timing of our fiscal year in relation to a number of factors including economic volatility, Eastern European conflict, China’s reopening following the global pandemic, inflation and supply chain issues, and the potential for an economic recession. The CEO’s individual performance goals were set and approved by the Committee and applied to the entire fiscal year.

ESG annual goals were established as part of the Fiscal 2023 AIP, split evenly between D&I and safety goals. Three D&I goals and one safety goal were established. D&I focused on: (i) improvement in the number of women in leadership roles globally, (ii) improvement in the voluntary turnover rate for professional women globally and (iii) global D&I survey results. The safety goal focused on fatal and serious incidents (“FSI”) risks identified (along with mitigation action plans in place within 24 hours to address the identified risks) across 38 manufacturing locations. Payout calculations for the ESG component is calculated based upon the number of the goals achieved as shown in the tables below.


Number of D&I Goals Achieved (improvement in metrics and survey results, weighted at 5%)	Payout	% AIP Target

0 of 3	No payout	0%

1 of 3	Threshold (50%)	2.5%

2 of 3	Target (100%)	5%

3 of 3	Maximum (200%)	10%


Safety Goal Achievement (identification of risk and placement of mitigation action plans, weighted at 5%)	Payout	% of AIP Payout

Below goal	No payout	0%

At goal	Target (100%)	5%

Above goal	Maximum (200%)	10%


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2023 Target AIP Amounts. For 2023, the weightings described above applied to the Committee approved target AIP amounts as a percentage of base salary for our NEOs at the following levels:


Name		Target Annual Incentive Amount as a Percentage of Base Salary(1)

Christopher Rossi		120%

Patrick Watson		60%

Franklin Cardenas		75%

Sanjay Chowbey		75%

Michelle Keating		55%

(1)	All NEO target bonus amounts are weighted 80% on the Company’s Corporate Performance goals (including financial performance goals and ESG performance goals) and 20% on individual strategic objectives.

The following tables present the possible payouts under the AIP at different levels of performance relative to the target performance goals established for the year:

2023 Corporate Financial Performance Metrics.


	Performance Range as a Percentage of Target
Metric	Below Threshold	Threshold			Target			Maximum

Adjusted EBITDA	Less than 75%		75	%		100	%		125	%

PWCPS	More than 110%		110	%		100	%		90	%

Payout Range	0%		50	%		100	%		200	%

With respect to each of the corporate financial performance metrics, no AIP is awarded if actual performance is below the threshold for the performance goal and no payout is made in excess of 200% of the AIP target amount, regardless of the performance achieved. Under the terms of the AIP, the Committee makes the same adjustments that are made for non-recurring or unusual items in our financial results as reported to our shareowners in determining whether performance goals have been met.

2023 Corporate Financial Performance Goals. At the July 2022 meeting, the Board approved the following Corporate Financial Performance Goals for the Company for the July 1, 2022 through December 31, 2022 performance period: EBITDA of $150 million and PWCPS of 32.1%, which reflected the Company’s business plan for the first half of Fiscal 2023. At its January 2023 meeting, the Board established the following Corporate Financial Performance Goals for the Company for the January 1, 2023 through June 30, 2023 performance period: EBITDA of $192 million and PWCPS of 32.2%. At the time it set these respective goals, the Board considered the targets to be challenging for the Company, but achievable if the financial and strategic plans of the Company were well executed. These Corporate Financial Performance Goals were then adopted by the Committee as the target Corporate Financial Performance Goals under the Fiscal 2023 AIP.

2023 Corporate ESG Performance Goals. At the July 2022 meeting, the Board approved Corporate ESG Performance Goals with the following desired outcomes for the Company for the July 1, 2022 through June 30, 2023, performance period, reflecting an improvement in D&I metrics and identification of FSI risks: (i) the number of women in leadership roles globally to be ≥ 18.7%, (ii) the voluntary turnover for all professional women globally to be ≤ 9.4%, (iii) belonging score for women globally to be ≥ 68, and (iv) average 1.0 per month FSI risk identified across 38 global manufacturing locations. The Committee also retains the discretion to reduce payments for safety risks and occurrences, and ESG issues even if the performance goals are achieved.

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2023 Individual Strategic Performance Goals for Mr. Rossi (President and CEO).

Mr. Rossi’s individual strategic performance was based upon his achievement of the following strategic and operational goals and initiatives set by the Committee in July 2022 (weighted at 20% of target bonus opportunity): (i) environmental, health and safety; (ii) talent and culture; (iii) commercial excellence; (iv) operational excellence; and (v) technology and innovation.

In defining the above individual strategic performance goals, the Committee considered them to be strategically important to the Company and its business plan, and sufficiently challenging, but achievable with strong leadership, concentrated effort and focus by Mr. Rossi. The Committee undertook a systematic evaluation of Mr. Rossi’s performance relative to the above defined individual strategic performance goals in determining his AIP award for Fiscal 2023. Based upon that systematic evaluation, the Committee approved Mr. Rossi’s AIP payout for Fiscal 2023, as described in the “2023 Financial Performance” section below.

2023 Individual Performance Goals for other NEOs.

The 2023 individual strategic performance goals established for Messrs. Watson, Cardenas, Chowbey and Ms. Keating also were weighted at 20%. In July 2022, the following categories of strategic and operational goals and initiatives were considered by Mr. Rossi to set specific individual goals for Messrs. Watson, Cardenas, Chowbey and Ms. Keating: (i) environmental, health and safety; (ii) talent and culture; (iii) commercial excellence; (iv) operational excellence; and (v) technology and innovation. The Committee approved Fiscal 2023 AIP payment for Messrs. Watson, Cardenas, Chowbey and Ms. Keating, as set forth below.

2023 Financial Performance.

The following tables show the financial performance achieved (as a percentage of target) and the amount of 2023 AIP awards paid to each of our NEOs.


First Half FY 2023 AIP Financial Performance Measures Achievements
	Weighting	Threshold		Target		Maximum		Actual
Financial Performance Measures	%	$ / %	% of Target	$ / %	% of Target	$ / %	% of Target	$ / %	% of Target(1)	Payout % of Target

Adjusted EBITDA (millions)	25%	$113	75%	$150	100%	$188	125%	$154.443	103.0%	111.7%

PWCPS	10%	35.3%	110%	32.1%	100%	28.9%	90%	32.3%	100.6%	96.9%


Second Half FY 2023 AIP Financial Performance Measures Achievements
	Weighting	Threshold		Target		Maximum		Actual
Financial Performance Measures	%	$ / %	% of Target	$ / %	% of Target	$ / %	% of Target	$ / %	% of Target(1)	Payout % of Target

Adjusted EBITDA (millions)	25%	$144	75%	$192	100%	$240	125%	$177,695	92.5%	85.1%

PWCPS	10%	35.4%	110%	32.2%	100%	29.0%	90%	32.4%	100.6%	96.9%

(1)	For the PWCPS performance measure, actual achievement that is lower than the pre-established target is favorable and results in a higher payout above target for participants.


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2023 ESG Performance (10% weighting), measuring improvement in D&I metrics and risk identification in safety metric:


Metrics	Goals	Actual Achievement

The number of women in leadership roles globally	≥ 18.7%	21.3%

Voluntary turnover rate for all professional women globally	≤ 9.4%	7.20%

Belonging score for women globally	≥ 68	69

Average FSI risk identified across 38 manufacturing locations	1.0 per month	1.75

Actual achievement of three D&I goals and the safety goal resulted in 200% of target payout. However, due to a fatality of a contractor at one of our manufacturing locations, the Committee exercised negative discretion and reduced the payout on the safety metric to 0%. Therefore, the total payout for the ESG component is 100%, relating solely to achievement of D&I goals.

Based on the actual performance in the tables above for the financial and ESG metrics, including the Committee’s application of negative discretion with respect to the safety metric, the fiscal year total payout for twelve months is 98.2% of target, assuming the NEO has achieved 100% of the individual performance component (weighted at 20%).

Actual FY 2023 AIP Earned

FY 2023 AIP Opportunities
as a % of Base Salary

Corporate
Financial
and ESG
Component
(1)

Individual
Component

Total

Total as a %
of Base
Salary

Name and Principal Position

Target