Fredrik Westerhout
About Fredrik Westerhout
Fredrik H. Westerhout is Vice President responsible for Kadant’s Flow Control segment, a role he has held since November 2021, after serving as Vice President of Kadant’s European Flow Control subsidiaries since April 2014. He is based in the Netherlands and also serves as managing director for certain European subsidiaries. As of February 14, 2025 he is 60; as of February 16, 2024 he was 59, reflecting a stable senior-tenured profile within Kadant’s leadership team . Kadant’s pay-for-performance framework ties executive incentives to adjusted EBITDA, adjusted diluted EPS growth, and adjusted ROAE, with strong 2024 performance: revenue +10% year over year to $1.05B, adjusted EBITDA +14% to $230M, adjusted EBITDA margin rising to 21.8%, and one-year TSR of 25%; 2023 also delivered record results and 58% one-year TSR, underpinning above-target incentive payouts to named executive officers (NEOs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kadant Inc. | Vice President, Flow Control segment | Nov 2021–present | Leads segment P&L and execution for global flow control portfolio |
| Kadant (Europe) | Vice President, Flow Control subsidiaries (Europe) | Apr 2014–Nov 2021 | Built and governed European flow control operations; leadership continuity |
External Roles
No external directorships or public company board roles disclosed for Westerhout in company filings. (Skip—no disclosure)
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $369,702 | $400,377 | $443,281 (includes 8% holiday bonus) |
| Target Bonus % | Not disclosed | Not disclosed (target opportunity increased 16.8% for 2024 cycle) | Not disclosed |
| Actual Annual Bonus ($) | $415,916 | $464,654 | $437,074 |
| All Other Compensation ($) and Notes | $47,846 | $131,317 (includes leased car, internet, tax-free reimbursement, excess disability insurance) | $135,322 (car allowance $25,167; internet $740; tax-free reimbursement $1,948; excess disability insurance $7,447; pension $120,009) |
| Say-on-Pay Outcome | — | 93% approval at 2023 ASM | 93% approval at 2024 ASM (program remained consistent) |
Performance Compensation
Annual Cash Incentive Plan (Company-wide metrics, equal weighting)
| Metric | Weighting | Target | Actual | Payout Factor | Period |
|---|---|---|---|---|---|
| Adjusted Diluted EPS Growth vs 2-yr avg | 50% | +10% growth | +6.11% | 0.90 | FY 2024 |
| Adjusted ROAE | 50% | 8% | 14.80% | 2.50 (max) | FY 2024 |
| Weighted Bonus Factor | — | — | — | 1.70 | FY 2024 |
| Adjusted Diluted EPS Growth vs 2-yr avg | 50% | +10% growth | +24.26% | 1.71 | FY 2023 |
| Adjusted ROAE | 50% | 8% | 16.60% | 2.50 (max) | FY 2023 |
| Weighted Bonus Factor | — | — | — | 2.11 | FY 2023 |
Equity Incentive Program (RSUs)
| Element | Grant Date | Shares (Westerhout) | Grant Date Fair Value per Share | Performance Measure & Target | Actual vs Target | Earned % of Target | Vesting |
|---|---|---|---|---|---|---|---|
| Performance-based RSUs | 3/6/2024 | 1,315 | $317.40 | Adjusted EBITDA target $233.6M | Actual $236.9M (101.4% of target) | 104.8% | One-third each March 10, 2025/2026/2027 (post-performance) |
| Time-based RSUs | 3/6/2024 | 314 | $317.40 | N/A (retention) | N/A | N/A | One-third each March 10, 2025/2026/2027 |
| Performance-based RSUs | 3/7/2023 | 1,749 | $215.49 | Adjusted EBITDA target $194.3M | Actual $212.3M (109.3% of target) | 130.9% | One-third each March 10, 2024/2025/2026 (post-performance) |
| Time-based RSUs | 3/7/2023 | 334 | $215.49 | N/A | N/A | N/A | One-third each March 10, 2024/2025/2026 |
| Program Notes (general) | — | — | — | Performance RSUs earn 50–150% of target based on adjusted EBITDA 50–115% of target; forfeited below 50% | — | — | Vesting accelerates on change in control or death/disability |
| Vesting/Realization (FY) | 2023 | 2024 |
|---|---|---|
| RSUs Vested (shares) | 811 | 1,293 |
| Value Realized ($) | $173,262 (at $213.64 close on 3/9/2023) | $422,811 (at $327.00 close on 3/8/2024) |
Equity Ownership & Alignment
| Metric | As of Mar 1, 2024 | As of Mar 1, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 2,681 (incl. 1,294 RSUs vest/distribute within 60 days) | 3,142 (incl. 1,705 RSUs vest/distribute within 60 days) |
| Ownership % of Outstanding | <1% | <1% |
| Unvested RSUs at Year-End (count; market value) | 3,148; $882,416 (at $280.31, 12/29/2023) | 3,484; $1,222,187 (at $350.80, 12/27/2024) |
| Stock Options Outstanding | None (company has not granted options since 2013) | |
| Pledging/Hedging | Prohibited for directors/officers under Insider Trading Policy | |
| Ownership Guidelines | Execs must hold ≥1x base salary; 50% of shares from RSU vesting retained until compliant; all execs compliant as of Mar 1, 2025 |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement (Netherlands) | At-will; 4-month company notice; 2-month employee notice; up to 104 weeks salary continuity for sickness |
| Base Salary and Benefits | FY 2024 base $443,281 (incl. 8% holiday bonus); car allowance; internet reimbursement; tax-free monthly reimbursement; excess disability insurance; Dutch sector pension participation |
| Severance (non-CIC) | If terminated without cause or resigns due to significant changes: 12× monthly salary + 150% per full year of service ages 40–50 + 200% per full year of service age ≥50, capped at 36× monthly salary; “monthly salary” includes base, holiday allowance, and 1/12 of average cash bonus (last 3 FYs) |
| Restrictive Covenants | IP/confidentiality; non-compete, non-solicit, non-recruitment during term and for 12 months thereafter |
| Change-in-Control (CIC) – Current Retention Agreement (double trigger) | Immediate vesting of all unvested equity upon CIC (subject to release) ; cash severance equal to 2× the greater of highest annual salary and bonus (or reference bonus) per defined lookbacks; pro-rata bonus; 18 months COBRA; 2 years of 401(k) matching; outplacement $20,000; no tax gross-ups; 280G cutback if net beneficial |
| Estimated CIC Value (as of 12/28/2024) | Lump sum severance $2,647,487; equity vesting acceleration $1,222,187; no continuation benefits/outplacement under Employment Agreement (receives greater of Employment Agreement or Retention Agreement) |
Investment Implications
- Pay-mix and metrics are tightly linked to objective company performance—adjusted EBITDA for equity and adjusted EPS growth/ROAE for cash—producing above-target payouts in strong years while retaining a linear scale that reduces payouts as performance moderates; this alignment should support shareholder value continuity and reduce agency risk .
- Vesting cadence (March 10 annually, three tranches) and the absence of options (no grants since 2013) suggest RSU-driven liquidity events; with prohibitions on hedging/pledging and enforced ownership guidelines, Westerhout’s selling pressure is chiefly tied to tax/withholding and diversification around vest dates, not leverage or hedge-related dynamics .
- Dutch employment protections add severance certainty and retention heft; combined with CIC double-trigger acceleration and meaningful cash severance (est. $2.65M), this creates clear transition economics without shareholder-unfriendly tax gross-ups, mitigating governance red flags while securing leadership continuity through change cycles .
- Segment leadership experience (Europe and global Flow Control) and record multi-year corporate performance (2024 revenue +10%, adj. EBITDA +14%; 2023 one-year TSR 58%) underpin execution credibility, yet macro headwinds noted in Europe/China remain external risks to hitting top-tier payout ranges in future cycles .
Notes:
- All figures and terms are sourced from Kadant’s DEF 14A (2025/2024/2023), 10-K (FY 2024/FY 2023), and related disclosures cited inline.
- Section 16(a) filings were timely with no delinquent reports in 2023–2024; specific Form 4 transaction details were not disclosed in the proxy tables used herein .