Rebecca Martinez O'Mara
About Rebecca Martinez O'Mara
Rebecca Martinez O’Mara, 59, has served on Kadant Inc.’s board since May 2022 and is an independent director under NYSE rules. She chairs the Nominating & Corporate Governance Committee and serves on both the Compensation Committee and the Risk Oversight & Sustainability Committee. O’Mara’s background spans P&L leadership and operations across industrial companies, with experience in Industry 4.0 solutions, sustainability, and M&A; she also currently serves as a director of Enviri Corporation (public). Term expires at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker, Inc. | President, Industrial Services | 2020–2022 | Led services P&L; industrial operations |
| Grundfos Holdings A/S | Vice President, Services & Solutions | 2017–2019 | Global services and solutions leadership |
| Sullair, LLC | VP Marketing, Customer Service & Aftermarket | 2013–2017 | Customer-facing functions; aftermarket growth |
| Fiat Industrial SpA | Program Director | 2007–2012 | Heavy equipment programs |
| Caterpillar Inc. | Director, Global Business Development – Remanufacturing | 2003–2007 | Remanufacturing strategy and BD |
| AT&T (Ameritech) | Various roles in marketing, operations, public policy | ~10 years | Early-career telecom operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enviri Corporation | Director | Current | Not disclosed in KAI proxy |
| Latino Corporate Directors Association | Member | Current | Network/advocacy participation |
| Chicago United Business Leaders of Color | Honoree | Recognition |
Board Governance
- Independence: Board determined O’Mara is independent; no material relationship with the company under NYSE rules and board guidelines.
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation; Member, Risk Oversight & Sustainability.
- Attendance and engagement: In 2024, the board met 6 times; Audit 8; Risk Oversight & Sustainability 5; Compensation 6; Nominating & Corporate Governance 2. Each director attended over 75% of meetings and all attended the 2024 annual meeting.
- Board leadership structure: CEO and Chairman roles are separated; executive sessions of independent directors are held regularly, presided on a rotating basis by committee chairs.
- Say-on-pay and director equity approval signals: 2024 say-on-pay passed with approximately 93% approval; 2025 say-on-pay and director RSU grants were approved with strong support.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $70,000 | Standard non-employee director retainer |
| Committee Chair Retainer – Nominating & Corporate Governance | $10,000 | O’Mara as chair |
| Meeting Fees | $0 | No per-meeting fees; expenses reimbursed |
| Total Cash for O’Mara | $80,000 | Sum of board + chair |
Additional framework notes:
- Other chair retainers: Audit $15,000; Compensation $12,500; Risk Oversight & Sustainability $10,000.
- Non-employee Chairman retainer was increased from $65,000 to $85,000 in 1Q25 (structure context).
Performance Compensation
| Equity Grant | Value Basis | Shares/Units | Grant-Date FV/Share | Vesting | Change-in-Control |
|---|---|---|---|---|---|
| 2024 RSU (Non-Employee Director) | $170,000 | 606 RSUs | $280.20 | 50% on 6/1/2024; 25% end of Q3; 25% end of Q4 2024 | Vesting accelerates upon change in control |
| 2025 RSU (Subject to SH approval) | $170,000 | Shares = $170,000 / closing price at grant | Illustrative: 515 (at $330); 485 (at $350); 459 (at $370) | 50% on 6/1/2025; 25% end of Q3; 25% end of Q4 2025 | Vesting accelerates upon change in control |
Director equity structure and philosophy:
- Compensation committee targets cash around peer 25th percentile and equity closer to the 75th percentile, with director total compensation capped at $750,000 annually.
Performance Metrics (Director Compensation)
| Metric | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None; RSUs are time-based for directors (no performance hurdles) |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Enviri Corporation | O’Mara serves as director | No related-party transactions disclosed with Enviri; board independence affirmed |
Expertise & Qualifications
- Executive operational experience as P&L leader in industrials; roles in business development, strategy, financial/organizational management, M&A, scaling businesses with Industry 4.0 solutions.
- Experience managing environmental, CSR, and sustainability challenges; board skills matrix indicates strategic leadership, public board experience, financial acumen, risk management.
- Recognitions and affiliations: Latino Corporate Directors Association; Chicago United Business Leaders of Color Honoree.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Rebecca Martinez O’Mara | 1,444 | <1% | As of March 1, 2025 (11,754,897 shares outstanding) |
| Pledging/Hedging | Prohibited for directors/officers | Per insider trading policy | |
| Stock Ownership Guidelines (Directors) | 4x annual retainer (value-based) | Director guidelines; executive officer compliance disclosed, director compliance not specifically reported |
Compensation Peer Group (Benchmarking Context)
| Peer Companies Used for Executive and Director Compensation |
|---|
| Albany International Corp.; Barnes Group Inc.; Charles River Laboratories International, Inc.; Columbus McKinnon Corporation; EnPro Industries, Inc.; ESCO Technologies Inc.; Franklin Electric Co., Inc.; Louisiana-Pacific Corporation; PTC Inc.; RBC Bearings Incorporated; Standex International Corporation; Watts Water Technologies, Inc. |
Governance Assessment
- Committee leadership and breadth: O’Mara chairs Nominating & Corporate Governance and sits on Compensation and Risk Oversight & Sustainability—positions central to board refreshment, pay oversight, and enterprise risk. This indicates high engagement and influence on core governance levers.
- Independence and attendance: Independent and over-75% attendance with board/committee participation; sign of reliable engagement.
- Director pay alignment: Cash at lower quartile with heavier weighting to equity (time-based RSUs) and change-in-control acceleration; strong shareholder approvals of director RSU grants in 2024 and 2025 mitigate pay concerns.
- Ownership alignment: Beneficial ownership of 1,444 shares; pledging and hedging prohibited; director ownership guidelines exist (4x retainer), but individual compliance status is not disclosed.
- Conflicts/related parties: No related-party transactions disclosed concerning O’Mara; compensation committee interlocks/insider participation negative (none).
Risk Indicators & Red Flags
- RED FLAGS: None disclosed specific to O’Mara (no related-party transactions, no pledging/hedging, attendance adequate). Note that director RSU vesting accelerates on change-in-control, a common but investor-noted feature; equity is time-based (no performance metrics), which places alignment emphasis on share price rather than operating targets.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Approximately 93% in favor.
- 2025 say-on-pay vote results: 9,993,580 for; 582,282 against; 7,156 abstain; 419,218 broker non-votes.
- 2025 director RSU approval: 10,527,492 for; 51,192 against; 4,335 abstain; 419,217 broker non-votes.
Committee Structure Notes (Compensation Committee)
- Members: Albertine (Chair), Leonard, O’Mara; independent consultant Willis Towers Watson used; no compensation committee interlocks or insider participation.
- Director pay philosophy: Cash ~25th percentile; equity near ~75th percentile, subject to TSR/performance context; annual total director pay capped at $750,000.