Thomas Leonard
About Thomas C. Leonard
Thomas C. Leonard, 70, is an independent director at Kadant Inc. (KAI) since June 2005; his current term expires May 2026. He chairs the Audit Committee, is designated an “audit committee financial expert,” and serves on the Compensation and Risk Oversight & Sustainability Committees; he is a certified public accountant with deep finance and forensic accounting experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dynasil Corporation of America | Director; Audit Chair | Director 2016–2024; Audit Chair 2019–2024 | Oversight of financial reporting as Audit Chair |
| Dynasil Corporation of America | CFO & Chief Accounting Officer | 2013–2016 | Senior finance leadership |
| Pennichuck Corporation | SVP-Finance, Treasurer & CFO | 2008–2012 | Public utility CFO; capital stewardship |
| CRA International | Vice President | 2006–2008 | Forensic accounting specialization |
| Huron Consulting Group | Managing Director | 2002–2006 | Forensic accounting and dispute resolution |
| Arthur Andersen LLP | Senior Partner; Partner-in-Charge (New England Assurance & Business Advisory) | 1987–2002 | Led major assurance practice; CPA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dynasil Corporation of America | Director | 2016–2024 | Last disclosed public directorship; ended 2024 |
Board Governance
- Committee assignments: Audit (Chair), Compensation, Risk Oversight & Sustainability; designated “audit committee financial expert” .
- Independence: Board determined Leonard is independent under NYSE rules; no material relationship identified .
- Attendance and engagement: In 2024, Board met 6x; Audit 8x; Compensation 6x; Risk Oversight & Sustainability 5x; Nominating & Governance 2x. Each director attended over 75% of meetings; all directors attended the 2024 annual meeting .
- Board leadership and executive sessions: CEO and Chair roles are split; regular executive sessions of independent directors with presiding director rotated among committee chairs .
- Risk oversight: Audit oversees financial reporting/internal controls; Risk Oversight & Sustainability handles enterprise risks including cybersecurity; quarterly briefings to the committee .
- Tenure and refresh: Board policy limits director tenure to age 75 (with grandfathering for Messrs. Albertine, Leonard, and Painter) and assesses independence of long-tenured directors as part of re-nomination .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $70,000 | Standard non-employee director retainer |
| Audit Committee Chair Retainer (cash) | $15,000 | Chair premium |
| Total Cash Fees (Leonard) | $85,000 | Fees earned in 2024 |
| Equity Grant (RSUs) | 606 RSUs | Grant date fair value $169,801 ($280.20 per share) |
| Total Director Comp (Leonard) | $254,801 | Cash + equity |
| Vesting (2024 RSUs) | 50% on 6/1/2024; 25% at end of Q3 & Q4 2024 | Change in control accelerates vesting |
Performance Compensation
| Item | Details |
|---|---|
| Equity modality | Time-based RSUs; no options granted since 2013 |
| 2025 proposed grant | RSUs sized by $170,000 divided by grant-date closing price; examples: 515 RSUs at $330; 485 at $350; 459 at $370 (illustrative) |
| 2025 vesting | 50% on 6/1/2025; 25% at end of Q3 & Q4 2025; acceleration on change in control |
| Performance metrics | Not applicable for non-employee directors; equity is time-based, with committee targeting ~75th percentile equity vs peers based on company TSR/performance |
Other Directorships & Interlocks
- Other public boards: Dynasil Corporation of America (ended 2024) .
- Compensation committee interlocks: None in 2024 (no cross-director/officer interlocks disclosed) .
Expertise & Qualifications
- CPA; extensive audit/assurance leadership (Arthur Andersen partner-in-charge) and public company CFO experience (Pennichuck; Dynasil) .
- Designated audit committee financial expert; strong financial acumen and forensic accounting background .
- Board skills matrix: public company experience, financial expertise, risk management, corporate finance/capital markets .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Thomas C. Leonard | 4,401 | * | Less than 1% as of March 1, 2025 (11,754,897 shares outstanding) |
| Director ownership guidelines | 5x annual cash retainer; includes unvested RSUs; all directors compliant as of March 1, 2025 | ||
| Hedging/pledging policy | Directors prohibited from hedging or pledging company stock |
Compensation Peer Group (Benchmarking context)
- KAI benchmarks executive and director compensation to a peer group including Albany International, Barnes Group, Charles River Laboratories, Columbus McKinnon, EnPro Industries, ESCO Technologies, Franklin Electric, Louisiana-Pacific, PTC, RBC Bearings, Standex, Watts Water; peer group unchanged in 2024 (with certain removals for M&A) .
- Director pay philosophy: target cash ~25th percentile and equity ~75th percentile vs peers; 2024 director RSU grants sized at $170,000 value; similar proposal for 2025 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~93% in favor .
- 2024 director RSU approval: ~96% in favor; 2025 director RSU grants submitted again for stockholder approval .
Governance Assessment
- Strengths:
- Independent director with deep audit/CFO credentials; chairs Audit Committee; designated financial expert .
- Strong committee coverage (audit, compensation, risk/sustainability) and regular executive sessions; robust risk oversight processes highlighted (including cybersecurity posture) .
- High shareholder support on say-on-pay and director equity grants; pay-for-performance structure emphasized for executives; director equity centered on alignment via RSUs .
- Ownership alignment: directors meet 5x retainer ownership guideline; strict anti-hedging/pledging policy .
- Watch items / potential red flags:
- Board refreshment policy includes age 75 limit but Leonard is “grandfathered”; continued monitoring of succession and independence for long-tenured directors is explicitly noted by the board .
- Legacy excise tax gross-ups remain in “Prior Retention Agreements” for certain executives (not directors), though newer agreements exclude gross-ups and include cutbacks; Leonard sits on the Compensation Committee overseeing these policies .
- Attendance/engagement: All directors over 75% meeting attendance and presence at the annual meeting supports engagement quality .
- Related-party/conflicts: No Leonard-related related-party transactions disclosed; independence affirmed .
- Section 16 compliance: All insiders timely in 2024 .