Jonathan Painter
About Jonathan W. Painter
Jonathan W. Painter is Kadant Inc.’s non‑employee Chairman of the Board (since July 2020), an independent director (board service since January 2010), and former CEO (2010–2019) and President (2009–2019). He is 66 years old and was determined independent under NYSE rules (more than three years since last executive role) . As Chair, he sets board agendas and presides over board meetings under Kadant’s separated Chair/CEO structure . He also serves as Chairman of the Board at Graham Corporation and sits on its nominating and corporate governance, audit, and compensation committees .
| Bio snapshot | Detail |
|---|---|
| Age | 66 |
| KAI board service | Director since Jan 2010; Chair since July 2020 |
| Independence | Independent under NYSE rules (more than 3 years since executive role) |
| Attendance and engagement | Each director attended >75% of meetings in 2024; all directors attended 2024 annual meeting |
| Board leadership | Separate Chair/CEO; Chair sets agenda and presides over meetings |
| Tenure/age policy | Age 75 retirement policy with grandfathering for Painter, Albertine, Leonard |
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kadant Inc. | Chief Executive Officer | Jan 2010 – Jun 2019 | Led company during record-setting years; broad operating, finance, M&A experience cited by board |
| Kadant Inc. | President | Sep 2009 – Mar 2019 | |
| Kadant Inc. | Executive Chairman | Jul 2019 – Jul 2020 | |
| Kadant Inc. | Chief Operating Officer | Sep 2009 – Jan 2010 | |
| Kadant Inc. | Executive Vice President | 1997 – Sep 2009 (incl. 2007–2009 supervision of stock-prep and fiber-based products) | |
| Kadant Inc. | President, Composites building products | 2001 – 2005 (unit sold in 2005) | |
| Thermo Electron (Thermo Fisher Scientific) | Treasurer (Thermo and Kadant) | 1994 – 1997 | |
| Kadant/Thermo | Various managerial positions | Pre‑1994 |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Graham Corporation (public) | Chairman of the Board; Director | Current | Member of Nominating & Corporate Governance, Audit, and Compensation Committees |
Board Governance
- Committee assignments at KAI: Non‑employee Chairman; not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Risk Oversight & Sustainability committees (current committee members named do not include Painter) .
- Independence: Board determined Painter is independent; independence affirmed because >3 years since he served as Executive Chair .
- Attendance: Each director attended >75% of board/committee meetings in 2024; all directors attended the 2024 annual meeting .
- Leadership and executive sessions: Roles of CEO and Chair are separated; executive sessions of independent directors occur regularly with presiding director rotated among committee chairs .
- Board refreshment: Age 75 director retirement policy, with grandfathering for Painter; the board monitors independence of long‑tenured directors in re‑nomination decisions .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $70,000 | |
| Additional Chair of the Board retainer | $65,000 in 2024; increased to $85,000 starting 2025 | |
| Committee chair retainers | Audit $15,000; Compensation $12,500; Nominating & Corporate Governance $10,000; Risk Oversight & Sustainability $10,000 | |
| 2024 – Painter cash fees | $135,000 | |
| 2024 – Painter equity grant (RSUs) | Grant date fair value $169,801; 606 RSUs at $280.20 per share | |
| 2024 – Painter total director pay | $304,801 |
- Director pay philosophy: Cash near 25th percentile; equity near 75th percentile of peers, weighted toward equity; shareholder‑approved cap of $750,000 total director compensation .
- 2024 director RSU vesting: 50% on June 1, 2024; 25% at end of Q3 2024; 25% at end of Q4 2024 .
Performance Compensation
| Year | Award Type | Target Value | Shares/Illustration | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | Time‑based RSUs (annual director grant) | $170,000 total value | 606 RSUs at $280.20 (grant date) | 50% on Jun 1; 25% end of Q3; 25% end of Q4 2024 | None (time‑based; no KPIs used for director equity) |
| 2025 (proposed; subject to shareholder approval) | Time‑based RSUs (annual director grant) | $170,000 total value | Illustrative: 515 RSUs if price $330; 485 at $350; 459 at $370 | 50% on Jun 1, 2025; 25% end of Q3; 25% end of Q4 2025 | None (time‑based) |
- Change in control: Vesting of director RSUs accelerates upon a change in control .
- Shareholder support: 2024 director RSU grants approved with ~96% of votes in favor .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Graham Corporation: Chairman; director; member of audit, compensation, nom/gov committees |
| Interlocks | Company states no compensation committee interlocks in 2024 (no cross service by KAI executives with other companies where KAI directors serve as executives) |
| Related‑party transactions | No Painter‑related transactions disclosed; company discloses a single related person transaction unrelated to Painter (employment of an executive’s son) |
| Independence checks | Board adopted materiality guidelines and determined Painter has no material relationship with the company |
Expertise & Qualifications
- Board skills matrix indicates Painter contributes in: public company board experience; financial acumen; risk management; executive leadership; operations; strategic leadership/planning; M&A; corporate finance and capital markets .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jonathan W. Painter | 8,224 | <1% | Includes 3 shares held in a custodial account for benefit of his son |
| Director stock ownership guideline | 5× annual cash retainer; includes unvested RSUs; all directors compliant as of Mar 1, 2025 | ||
| Hedging/pledging | Directors and officers prohibited from hedging and from pledging company stock |
Governance Assessment
-
Strengths
- Independent non‑executive Chair with deep operating, finance, and M&A experience; independence affirmed by the board .
- Strong engagement signals: each director >75% attendance; universal attendance at 2024 annual meeting .
- Alignment mechanisms: equity‑heavy director pay; strict ownership guidelines (5× retainer) with full compliance; prohibitions on hedging/pledging .
- Transparent shareholder oversight: separate proposals for annual director RSU grants; ~96% approval in 2024; Say‑on‑Pay support ~93% in 2024 (general governance climate) .
-
Watch items
- Tenure and age: Long service (on board since 2010) with grandfathered exemption from the age‑75 limit may raise “refreshment” optics for some investors, though the nominating committee evaluates continuing independence of long‑tenured directors .
- Outside workload: Concurrent service as Chairman and multi‑committee member at Graham Corporation increases time commitments; monitor for any future conflicts or related‑party transactions (none disclosed; independence affirmed) .
No Painter‑specific related‑party transactions, pledging, hedging, legal proceedings, or SEC investigations were disclosed in the latest proxy; board policies prohibit hedging/pledging and require related‑party reviews by the audit committee .