Jeffrey Powell
About Jeffrey Powell
Jeffrey L. Powell, 66, is Kadant Inc.’s President (since April 2019) and CEO and director (since July 2019) with prior leadership across operations, M&A, and corporate strategy at Kadant, plus CEO roles at Castion Corporation and a publicly traded Thermo Fisher subsidiary . Under Powell’s leadership, FY2024 achieved record results: revenue grew 10% to $1.05B, adjusted EBITDA rose 14% to $230M with margins up to 21.8%; adjusted diluted EPS increased 2%; one-year TSR was 25%, three-year TSR 15% . Relative to peers, a $100 KAI investment grew to $337.81 by 2024 versus $177.24 for the peer group, indicating multi-year outperformance . Education is not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kadant Inc. | President | Apr 2019–present | Led company to record 2024 results; margin expansion and TSR outperformance |
| Kadant Inc. | CEO & Director | Jul 2019–present | Separated CEO/Chair roles; governance with independent executive sessions |
| Kadant Inc. | Executive VP & Co-COO | Mar 2018–Mar 2019 | Oversaw stock-preparation, wood processing, fiber-based products businesses |
| Kadant Inc. | Executive VP | Mar 2013–Mar 2018 | Led stock-preparation, wood processing, and fiber-based products segments |
| Kadant Inc. | Senior VP | Sep 2009–Mar 2013 | Managed key industrial segments; operational leadership |
| Kadant Inc. | VP, New Ventures | Jan 2008–Sep 2009 | Led acquisition-related activities; corporate development |
| Castion Corporation | Chairman & CEO | Apr 2003–Dec 2007 | Built industrial wastewater treatment systems business |
| Thermo Fisher (subsidiary) | CEO & President | n/a | Led publicly traded subsidiary; diversified operational experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TerraTherm (private) | Director; Compensation Committee | 2007–2015 | Governance oversight at thermal technology solutions company |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $845,000 | $898,900 | $925,900 |
| Non-Equity Incentive ($) | $2,050,000 | $1,835,700 | $1,632,000 |
| All Other Compensation ($) | $18,130 | $19,380 | $20,130 |
| Total ($) | $4,944,998 | $6,031,798 | $6,126,562 |
Notes:
- Salary increases are set annually; average NEO salary increase in 2024 was 6.1% (context for broader trend) .
- Cash incentive plan metrics are entirely objective, with no individual component .
Performance Compensation
Annual Cash Incentive Plan – FY2024
| Metric | Weighting | Target | Actual | Bonus Factor | Payout Basis |
|---|---|---|---|---|---|
| Adjusted diluted EPS growth vs. 2-year avg | 50% | 10% growth | 6.11% | 0.90 | Linear scale 0–2.5 |
| Adjusted ROAE | 50% | 8% | 14.80% | 2.50 (max) | Linear scale 0–2.5 |
| Weighted bonus factor | — | — | — | 1.70 | Applied to target bonus opportunity |
Equity Incentive Program – FY2024 Grants (awarded Mar 6, 2024)
| Award Type | Shares Granted | Grant Date Fair Value/Share | Performance Target | Actual Performance | Earned vs Target | Vesting |
|---|---|---|---|---|---|---|
| Performance-based RSUs | 9,027 | $317.40 | Adjusted EBITDA $233.6M | $236.9M (101.4% of target) | 104.8% of target | 1/3 on Mar 10 in each of 3 years; accel. on CoC |
| Time-based RSUs | 2,153 | $317.40 | n/a | n/a | n/a | 1/3 annually starting Mar 10, 2025; accel. on CoC |
Vesting and realized value:
- Shares vested in 2024: 14,375; value realized $4,700,625 at $327.00 per share (Mar 8, 2024 close) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 1, 2025) | 60,927 shares; includes 12,260 RSUs vesting/distributable within 60 days; <1% of outstanding |
| Outstanding unvested RSUs (12/27/2024) | 24,783; market value $8,693,876 at $350.80 close |
| Ownership guidelines | CEO must hold 5× base salary; directors 4× retainer |
| Compliance status | All executive officers were in compliance as of Mar 1, 2025 |
| Pledging/Hedging policy | Prohibited for directors and officers; no pledging or hedging allowed |
Insider selling pressure indicators:
- RSU vesting cadence concentrates annual supply around March 10; Powell realized value on 14,375 shares vested in 2024 ($4.70M), highlighting periodic potential supply even absent sales data . Company prohibits pledging/hedging, reducing alignment risk .
Employment Terms
| Element | Summary |
|---|---|
| Employment status | At-will; no employment/severance agreement beyond change-in-control (CoC) retention |
| Retention agreement class | Prior Retention Agreement (legacy form with Section 280G gross-up) |
| CoC trigger | Immediate vesting of all unvested equity on CoC; cash severance requires double trigger (termination for good reason or without cause within 24 months) |
| Severance economics (double trigger) | Lump sum = 2× highest annual salary and bonus (or current reference bonus if higher) within prior 5 years; plus pro-rata bonus, 2 years benefits continuation, and $20,000 outplacement |
| Estimated CoC payout (as of 12/28/2024) | Lump sum $5,951,800; equity acceleration $8,693,876; benefits $68,018; outplacement $20,000 |
Clawback: NYSE-compliant clawback adopted May 2023; recover incentive comp for material restatements within prior three years . No tax gross-ups in new-form agreements, but Powell’s legacy agreement includes 280G gross-up .
Board Governance
- Board service and independence: Powell has served as a director since July 2019; he is not independent under NYSE rules due to his CEO role .
- Leadership structure: CEO and Chairman roles are separated; Chairman is Jonathan W. Painter. Independent directors hold regular executive sessions without management (rotating presiding committee chairs) .
- Committee roles: Powell is not listed as a member of any board committee; Audit (Leonard chair), Compensation (Albertine chair), Nominating & Corporate Governance (O’Mara chair), Risk Oversight & Sustainability (Russell chair) .
- Attendance: In 2024, board met 6 times; Powell’s board attended >75% of meetings, as did all directors; all directors attended 2024 annual meeting .
Brief board service history table:
| Attribute | Detail |
|---|---|
| Director since | July 2019 |
| Independence | Not independent (CEO) |
| Committees | None listed |
| Attendance | >75% of meetings in 2024 |
| Governance checks | Executive sessions; separated CEO/Chair roles |
Dual-role implications:
- As CEO/director, Powell participates in board deliberations but is counterbalanced by independent committee leadership and executive sessions; board explicitly separates CEO/Chair and maintains independence standards to mitigate overreach risk .
Performance & Track Record
| Measure | 2024 | 2023 | Commentary |
|---|---|---|---|
| Revenue ($) | $1.05B | $958M | +10% YoY |
| Adjusted EBITDA ($) | $230M | $201M | +14% YoY |
| Adjusted EBITDA Margin (%) | 21.8% | 21.0% | +80 bps |
| Adjusted diluted EPS ($) | $10.28 | $10.04 | +2% YoY |
| GAAP diluted EPS ($) | $9.48 | $9.90 | -4% (China facility sale pulled forward into 2022) |
| One-year TSR | 25% | n/a | Outperformed Russell 3000 and peer benchmarks reviewed by comp committee |
| Value of $100 investment (TSR) | $337.81 (Company) | $273.34 | Multi-year value creation vs peers ($177.24 peer TSR in 2024) |
Compensation Structure Details
- Program design: Majority of CEO’s target pay is at-risk and performance-based; in 2024 ~83% at-risk and ~70% explicitly performance-based for CEO per committee’s design .
- Metrics: Annual bonus tied equally to adjusted EPS growth and adjusted ROAE; PSUs tied to adjusted EBITDA with linear scale up to 150% of target .
- Peer benchmarking: Targets generally between the 50th–60th percentile of peers (size-adjusted); director pay equity component targeted nearer 75th percentile given strong TSR .
- Say-on-Pay: 93% approval at 2024 annual meeting, indicating strong shareholder support .
Compensation peer group (2024, unchanged except removal of Neenah; reflects industrial/manufacturing comparables):
- Albany International, Barnes Group, Charles River Laboratories, Columbus McKinnon, EnPro Industries, ESCO Technologies, Franklin Electric, Louisiana-Pacific, PTC, RBC Bearings, Standex, Watts Water .
Equity Award Vesting Schedules (detail and dates)
- RSUs vest one-third on March 10 following grant and each of the next two anniversaries; vesting accelerates upon death, disability, or change in control .
- PSUs are earned on one-year adjusted EBITDA performance, then vest 1/3 annually on March 10 over three years; accelerated on change in control .
Policies and Alignment
- Stock ownership guidelines: CEO 5× salary; executives and directors have time/holding requirements; all executives in compliance as of March 1, 2025 .
- Insider conduct: Strict prohibitions on pledging and hedging; robust insider trading policy .
- Clawback: NYSE-compliant (adopted May 2023) for restatements/material noncompliance .
Employment Terms
| Provision | Detail |
|---|---|
| Double-trigger CoC | Required for cash severance; immediate equity vesting on CoC |
| Severance multiple | 2× highest salary+bonus within prior 5 years (or current reference bonus if higher) |
| Benefits continuation | 2 years under legacy agreements; detailed continuation in new-form agreements (COBRA, 401(k) match) |
| 280G gross-up | Included in Powell’s Prior Retention Agreement; not in new-form agreements adopted in 2016 |
Risk Indicators & Red Flags
- Legacy 280G tax gross-up in Powell’s retention agreement (shareholder-unfriendly provision; mitigated in new-form agreements but still applies to Powell) .
- Related party transactions: none involving Powell disclosed; one officer’s family employment disclosed (approx. $215,184) .
- Governance mitigants: separated CEO/Chair, independent committees, executive sessions .
- Pledging/hedging prohibited; Section 16(a) compliance timely in 2024 .
Employment & Contracts Snapshot
| Item | Detail |
|---|---|
| At-will | Yes |
| Non-compete, non-solicit | Not disclosed for Powell (disclosed only for Westerhout’s EU contract) |
| Severance | CoC-based per retention agreement; no general severance absent CoC |
Equity Ownership & Vesting Pressure Timeline
| Date | Event | Shares | Notes |
|---|---|---|---|
| Mar 10, annually | 1/3 RSU vest tranches | n/a | Standard cadence may create periodic supply; value realized 2024: 14,375 shares, $4.70M |
Investment Implications
- Pay-for-performance alignment is strong: cash and equity incentives are tied to adjusted EPS, ROAE, and adjusted EBITDA; 2024 payouts reflect above-target performance on ROAE and near-target EBITDA, with robust TSR relative to peers .
- Retention risk appears contained: meaningful unvested RSU value ($8.69M) and stringent ownership guidelines; however, legacy 280G gross-up increases CoC costs for shareholders and could incentivize opportunistic behavior under a sale scenario .
- Insider selling pressure is primarily vesting-driven; RSU tranches vest each March 10, evidenced by 14,375 shares vested in 2024, but pledging/hedging bans and ownership requirements mitigate misalignment risk .
- Governance safeguards (independent committees, regular executive sessions, CEO not serving on committees, separated Chair/CEO) reduce dual-role concerns; strong say-on-pay support (93%) and policy enhancements (2023 clawback) bolster investor confidence .