Kenneth Krueger

About Kenneth W. Krueger

Independent director since 2016 (age 68). Krueger is an experienced industrial manufacturing executive: Chairman of Manitowoc Company, Inc. (director since 2004; interim President & CEO Oct 2015–Mar 2016) and director at Douglas Dynamics, Inc., serving on the Audit, Compensation, and Nominating & Governance Committees. Prior roles include COO (and earlier EVP) of Bucyrus International, CFO of A.O. Smith Corp., and VP Finance & Planning at Eaton’s Hydraulics/Semiconductor/Specialty Controls segment. His CFO background underpins his role as Audit Committee Chair and financial expert at AIN .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Governance Committee member .
• Independence: Board committees are fully independent; Audit Committee members are independent, financially literate, and designated “financial experts” under Item 407 of Reg S-K .
• Engagement and attendance:
  • Private executive sessions of independent directors at each regularly scheduled Board meeting .
  • Company-wide attendance in 2024: 97% for Board and 97% for committees .

• Risk oversight: Audit Committee (chaired by Krueger) oversees financial reporting integrity, internal audit performance, compliance, disclosure controls, cybersecurity strategy/policies, and related-party transaction evaluations; establishes whistleblower processes and serves as Qualified Legal Compliance Committee under SOX Section 307 .

Fixed Compensation

• Standard director pay structure (effective Jan 2024):
  • Annual cash retainer: $85,000
  • Additional annual cash retainers:
    • Chair of Board: $100,000
    • Vice Chair: $35,000
    • Audit Committee Chair: $22,000
    • Compensation Committee Chair: $15,000
    • Governance Committee Chair: $12,000
    • Audit Committee Member: $12,000
    • Compensation Committee Member: $7,500
    • Governance Committee Member: $7,000
  • Annual equity grant in Class A Common Stock: $135,000
  • Meeting/day fees: $1,500 per day for Company business outside Board/Committee meetings (effective Jan 1, 2024)
  • Directors may elect to receive unpaid cash retainer in stock (up to $85,000) and may defer equity grant into RSUs under the 2023 Long Term Incentive Plan .
  • Director pension legacy program exists but nominees are not eligible; only pre-2001 eligible participants .

Performance Compensation

• Director compensation: No performance-linked bonuses or option awards disclosed for directors; equity is delivered as common stock (not performance-conditioned) .
• Company’s executive LTIP metrics (context for Compensation Committee oversight):
  • 2025 modifications: RSUs (3-year ratable vest) + PSUs (3-year performance) with metrics weighted one-third each: Adjusted EBITDA, ROIC, and Relative TSR; payout range 0–200% of target .
  • “Compensation Actually Paid” framework highlights key measures including Adjusted EBITDA and Adjusted Free Cash Flow across segments (MC, AEC), plus safety (TRIR) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Former CFO; Audit Committee Chair; designated “financial expert” under SEC rules .
• Senior leadership: Former COO and interim CEO; extensive public company board experience .
• Industrial domain experience: Manufacturing, mining equipment, water heating/treatment; segment finance and operations .

Equity Ownership

• Director stock ownership guidelines: Directors expected to retain shares until holdings equal 3× the annual cash and stock retainer; individual compliance status not disclosed in proxy .

Insider Trades (Form 4)

Compensation Committee Analysis (Context)

• Independent consultant: Pearl Meyer provided benchmarking for director fees; Committee retains and directs consultant; no 2024 interlocks .
• Clawback policy (executives): Adopted Aug 24, 2023; covers restatements, miscalculated metrics, and wrongful conduct; Board authorized to administer .
• Executive pay support: 2024 Say-on-Pay approval at 93.88% of votes cast, signaling shareholder endorsement of pay programs .
• Executive compensation peer group (used for NEO benchmarking): Teledyne Technologies; ESCO; Curtiss-Wright; Woodward; TriMas; Hexcel; Franklin Electric; Kaman; Nordson; EnPro; HEICO; BWX Technologies; Barnes; Kadant; Triumph Group; SPX; SPX Flow; Graco; Mercury Systems .

Governance Assessment

• Strengths:

  • Audit Committee leadership: Krueger chairs a highly engaged committee (9 meetings; 96% attendance) with all members independent and designated financial experts; robust oversight of financial reporting, internal audit, compliance, cyber, whistleblower processes, and related-party review .
  • Independence and engagement: Independent committees; private executive sessions at each regular Board meeting; strong attendance metrics .
  • Alignment and safeguards: No related-party transactions since Jan 1, 2024; no pledging of shares; prohibition on hedging and pledging in governance framework; director stock ownership guideline (3× retainer) .
  • Compensation governance signals: Use of independent consultant, strong shareholder support on Say-on-Pay, and evolution toward multi-metric PSUs (EBITDA/ROIC/rTSR) for executives .

• Potential Watch Items (not red flags):

  • Multiple external board commitments (Manitowoc Chair; Douglas Dynamics director). Company maintains an overboarding policy; Krueger’s committee attendance suggests workload is currently well managed .
  • Director ownership guideline compliance not disclosed; beneficial ownership at 12,278 shares reported without valuation context; continued monitoring of ownership vs 3× retainer guideline advisable .

• Red Flags: None disclosed regarding related-party transactions, hedging/pledging, or committee interlocks; no attendance concerns based on 2024 data .

Overall, Krueger’s financial and operating background, coupled with strong Audit Committee leadership and independence, supports investor confidence in AIN’s governance and risk oversight. Continuous monitoring of external board commitments and director ownership guideline attainment remains prudent given evolving best practices.