Erin Russell
About Erin L. Russell
Erin L. Russell, 51, has been an independent director of Kadant Inc. since January 2019 and her current term expires at the May 2027 annual meeting. She chairs Kadant’s Risk Oversight & Sustainability Committee, serves on the Audit Committee and Nominating & Corporate Governance Committee, and is designated as an Audit Committee Financial Expert. Her background includes 15+ years in private equity at Vestar Capital Partners and multiple public company directorships in healthcare and life sciences services, bringing deep financial literacy, M&A, and capital markets experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vestar Capital Partners, L.P. | Principal | Aug 2001–Apr 2017 | Board roles across portfolio companies; financial/operational oversight |
| 21st Century Oncology, Inc. (private) | Director; Audit Committee member (Chair until 2014) | 2008–2016 | Audit oversight; healthcare services exposure |
| DeVilbiss Healthcare LLC (private) | Director | 2012–2015 | Medical devices/healthcare products oversight |
| DynaVox Inc. (public; later private) | Director; Audit Chair until IPO | 2004–2014 | Led audit oversight through IPO |
External Roles
| Organization | Role | Committees |
|---|---|---|
| eHealth, Inc. (EHTH) | Director | Audit Chair; Compensation Committee member |
| Modivcare Inc. (MODV) | Director | Audit Committee member; Nominating & Corporate Governance member |
| Fortrea (FTRE) | Director | Not specified in KAI proxy |
| Tivity Health, Inc. (prior) | Director; Compensation Committee member; Audit Chair | Public until June 2022 transaction |
| McIntire School of Commerce (UVA) | Advisory Board (Chair) | Governance/academic advisory |
| Jefferson Scholars Foundation (UVA) | Advisory Board | Governance/academic advisory |
| St. Thomas Aquinas Catholic School (Fairfield, CT) | Board Chair | Community leadership |
Board Governance
- Independence: The board determined Russell is an “independent director” under NYSE rules; the board affirmatively found no material relationship with the company .
- Committee assignments: Audit Committee (member, Audit Committee Financial Expert); Risk Oversight & Sustainability Committee (Chair); Nominating & Corporate Governance Committee (member) .
- Attendance: In 2024, each director attended over 75% of board and committee meetings held, and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold regular executive sessions without management; the presiding director rotates among committee chairs (including Russell as a chair) .
- Board skills: The board matrix reflects her financial acumen, risk management, strategic leadership, M&A, and capital markets experience .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director retainer |
| Committee chair fee (Risk Oversight & Sustainability) | $10,000 | Chair retainer for the committee she leads |
| Total cash fees earned (2024) | $80,000 | Matches director compensation table for Russell |
- No meeting fees; retainers paid in equal monthly installments .
- Non-employee Chairman retainer was $65,000 in 2024 (increased to $85,000 in 1Q25; not applicable to Russell) .
Performance Compensation (Director Equity)
| Grant Year | Instrument | Grant Value Basis | Shares Granted | Grant-Date FV | Vesting | Change in Control |
|---|---|---|---|---|---|---|
| 2024 | RSUs | Fixed $170,000 value divided by closing price | 606 | $169,801 | 50% on 6/1/2024; 25% end of Q3; 25% end of Q4 2024 | Accelerated upon change in control |
| 2025 (subject to approval) | RSUs | Fixed $170,000 value divided by closing price | N/A (depends on grant-date price) | N/A | 50% on 6/1/2025; 25% end of Q3; 25% end of Q4 2025 | Accelerated upon change in control |
- The director equity program emphasizes equity over cash (target cash ~25th percentile; equity ~75th percentile of peers when performance is strong). No performance conditions for director RSUs; vesting is time-based to align with shareholder interests .
- 2024 stock award value for Russell: $169,801; total 2024 director compensation: $249,801 (cash + equity) .
Other Directorships & Interlocks
- Current public boards: eHealth (Audit Chair), Modivcare (Audit; Nominating & Governance), Fortrea (Director) .
- Prior public board: Tivity Health (Audit Chair; Compensation), ended when company ceased being public in June 2022 .
- Compensation committee interlocks: None disclosed for Kadant’s compensation committee in 2024; Russell is not on Kadant’s compensation committee .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; high financial literacy and capital/credit markets experience .
- Financial, operating, M&A, and management experience from private equity and multiple board roles .
- Governance and sustainability oversight experience as Chair of Risk Oversight & Sustainability at Kadant .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Notes |
|---|---|---|---|
| Erin L. Russell | 4,105 | <1% | As of March 1, 2025; address c/o Kadant |
- Director Stock Ownership Guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer; includes beneficially held shares and unvested RSUs; five-year compliance window. As of March 1, 2025, all Kadant directors were in compliance .
- Hedging and pledging: Directors are prohibited from hedging and from pledging Kadant stock as collateral or in margin accounts .
Governance Assessment
-
Strengths for investor confidence:
- Independent director with significant audit and risk oversight responsibilities; designated financial expert .
- High engagement signals: over-75% meeting attendance; leadership as committee chair; attendance at annual meeting .
- Ownership alignment: rigorous 5x retainer ownership guideline; in compliance; prohibition on hedging/pledging .
- Transparent, shareholder-aligned director pay framework: equity-heavy mix with fixed-value RSUs; total non-employee director pay capped at $750,000/year; equity awards subject to shareholder approval in 2025 .
-
Potential watch items:
- RSU acceleration on change-in-control can be viewed as less performance-contingent for directors; however, this is a common market practice for board equity .
- Multiple external public boards (eHealth, Modivcare, Fortrea) elevate time demands; no related-party transactions with Kadant disclosed, and independence affirmed .
-
Broader context:
- 2024 say-on-pay support was strong at ~93%, indicating favorable shareholder views of governance and pay practices overall .
- Director compensation positioning: cash near 25th percentile; equity near 75th percentile tied to strong TSR performance (25% 1-year; 15% 3-year through 2024) .
No related-party transactions involving Russell were disclosed in the 2025 proxy; the only related-person transaction cited involved an executive’s family member employed by a subsidiary .