Stacy Krause
About Stacy Krause
Stacy D. Krause is Senior Vice President, General Counsel and Secretary of Kadant Inc. She entered Kadant’s current-form executive retention agreement upon promotion to vice president, general counsel and secretary on July 1, 2018, and serves as an at‑will executive under Kadant’s policies . Company performance during her recent tenure includes 2024 revenue of $1.05B (+10% YoY), adjusted EBITDA of $230M (+14%), adjusted EBITDA margin of 21.8% (vs. 21.0%), adjusted diluted EPS of $10.28 (+2%), one‑year TSR of 25% and three‑year TSR of 15% . Age and education were not disclosed in the latest proxy.
Past Roles
Not disclosed in the proxy filing .
External Roles
Not disclosed in the proxy filing .
Fixed Compensation
Multi‑year cash compensation for Stacy D. Krause (NEO):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $411,000 | $440,100 | $469,100 |
| Non‑Equity Incentive Plan Compensation ($) | $438,800 | $438,900 | $399,500 |
| All Other Compensation ($) | $17,617 | $19,037 | $19,954 |
| Total ($) | $1,317,597 | $1,497,315 | $1,571,917 |
Annual cash incentive design (company‑wide for NEOs) and 2024 outcomes:
- Metrics: equally weighted adjusted diluted EPS growth vs. prior two‑year average, and adjusted return on average stockholders’ equity .
- 2024 results: EPS growth +6.11% → bonus factor 0.90; ROE 14.80% → bonus factor 2.50; weighted factor 1.70 applied to each executive’s target bonus to determine payout .
Performance Compensation
Kadant emphasizes performance‑based RSUs (~80% of long‑term equity value) tied to adjusted EBITDA, complemented by time‑based RSUs (~20%) for retention; options have not been granted since 2013 .
Annual Cash Incentive – 2024
| Metric | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Adjusted Diluted EPS Growth vs. 2‑yr avg | 50% | 10% growth (100% factor) | 6.11% | 0.90 |
| Adjusted ROAE | 50% | 8% (100% factor) | 14.80% | 2.50 |
| Weighted Bonus Factor | — | — | — | 1.70 |
Long‑Term Equity Awards – Grants in FY 2024 (3/6/2024)
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Per‑Share Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|---|
| Performance‑based RSUs | 3/6/2024 | 1,739 | $551,959 | $317.40 | Adjusted EBITDA | Once earned, 1/3 annually on March 10 (3‑year) |
| Time‑based RSUs | 3/6/2024 | 414 | $131,404 | $317.40 | Retention | 1/3 annually on March 10 (3‑year) |
Vesting schedule conventions:
- Time‑based RSUs: one‑third vests on each of the first, second and third anniversaries of March 10 of the grant year .
- Performance‑based RSUs: after goals are met, one‑third vests on each of the first, second and third anniversaries of March 10 of the grant year .
- Acceleration: death, disability, or change in control; 2024 market value based on $350.80 close (12/27/2024) .
Stock vested in FY 2024:
| Metric | FY 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 2,797 |
| Value Realized on Vesting ($) | $914,619 (at $327.00 on 3/8/2024) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/1/2025) | 2,412 shares; <1% of outstanding (11,754,897) |
| RSUs Vesting/Distributable within 60 days (as of 3/1/2025) | 2,412 shares included in beneficial ownership |
| Unvested RSUs Outstanding (FY 2024 YE) | 4,773 units; $1,674,368 market value at $350.80 |
| Insider Trading/Pledging/Hedging Policy | Pledging prohibited; hedging prohibited; policy communicated regularly |
| Stock Ownership Guidelines | Officers must hold shares equal to 1x salary; CEO 5x; 50% of RSU shares must be held until guidelines met; all executive officers in compliance as of 3/1/2025 |
Implications:
- Strong alignment via prohibition of pledging/hedging and ownership guidelines compliance .
- Annual RSU vesting dates around March 10 may create mechanically timed Form 4 activity; company requires 50% hold until guideline compliance, which reduces near‑term selling pressure .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Status | At‑will; no individual employment agreement for U.S. NEOs |
| Executive Retention Agreement | “Current Retention Agreement” entered upon promotion to VP GC & Secretary on 7/1/2018 |
| Change‑of‑Control (COC) | Double‑trigger benefits if terminated without cause or for good reason within 24 months after a COC |
| Tax Gross‑Ups | None; benefits cut back if 4999 excise tax would reduce net vs. cutback |
| Clawback Policy | NYSE‑compliant policy adopted May 2023; 3‑year recovery of incentive‑based compensation upon material restatement/noncompliance |
Estimated payments upon COC with qualifying termination (as of fiscal year‑end):
| Item | 12/30/2023 | 12/28/2024 |
|---|---|---|
| Lump Sum Severance Payment | $1,694,093 | $1,789,667 |
| Value of Accelerated Vesting of Equity Incentives | $1,518,439 (at $280.31) | $1,674,368 (at $350.80) |
| Continuation of Benefits | $78,108 | $83,854 |
| Outplacement Services | $20,000 | $20,000 |
Performance & Track Record
Company operating performance relevant to incentive payouts:
- 2024 financial highlights: revenue $1.05B (+10% YoY); adjusted diluted EPS $10.28 (+2%); adjusted EBITDA $230M (+14%); adjusted EBITDA margin 21.8% (vs. 21.0%); operating cash flow $155M (−6% YoY). TSR: one‑year 25%, three‑year 15% .
- Pay‑versus‑performance disclosure: average compensation actually paid to non‑PEO NEOs $2,048,942 in 2024, tracking TSR and adjusted diluted EPS trends, evidencing pay‑for‑performance alignment .
Compensation Governance & Peer Benchmarking
- Compensation Committee: John M. Albertine (chair), Thomas C. Leonard, Rebecca Martinez O’Mara .
- Independent consultant: Willis Towers Watson; program targets between 50th–60th percentile of peer market compensation adjusted for revenue; majority of target direct compensation is performance‑based for NEOs .
- Say‑on‑Pay: 2024 approval ~93% .
- Section 16(a) compliance: all filings timely in 2024 .
Compensation Structure Analysis
- Mix shift and risk: Committee increased target total direct compensation for NEOs in March 2024 consistent with performance and philosophy; majority remains at‑risk and largely performance‑based for NEOs (~56% performance‑based on average) .
- Equity vehicle design: continued emphasis on PSUs tied to adjusted EBITDA (higher performance risk) vs. smaller time‑based RSU component (retention); no options granted since 2013, avoiding option repricing risk .
- Policies: explicit prohibition on hedging/pledging; NYSE‑compliant clawback supports recoupment and mitigates governance risk .
Investment Implications
- Alignment: Strong pay‑for‑performance linkage via EPS growth and ROE in annual bonus and adjusted EBITDA in PSUs; ownership guidelines and hedging/pledging prohibitions reduce misalignment risk .
- Retention and COC economics: Double‑trigger COC terms and meaningful severance/accelerated vesting imply lower departure risk during M&A cycles; absence of tax gross‑ups and 4999 cutback is shareholder‑friendly .
- Trading signals: Annual RSU vesting around March 10 and periodic PSU certifications are predictable catalysts for potential Form 4 activity; monitor pre‑planned 10b5‑1 sales and post‑vest sell‑to‑cover near March windows .
- Pay momentum vs. performance: With 2024 revenue/EBITDA records and TSR strength, payout above target was driven by ROE (max factor) despite EPS growth below the 10% target; continued focus on profitability vs. pure revenue growth lowers risk of incentivizing unprofitable expansion .