Donald Gardner
About Donald Gardner
Donald T. Gardner III serves as Vice President – Finance, Chief Financial Officer, Treasurer, and Secretary of Kewaunee Scientific (“KEQU”), and is a named executive officer in the company’s proxy disclosures . His pay design ties a significant portion of compensation to EBITDA-based annual incentives and multi-year performance RSUs, aligning pay with profitability and strategic progress . Over the last three fiscal years, KEQU’s total shareholder return rose from $135.42 to $263.92 per $100 invested, while net income improved from $0.7M to $11.4M, framing the pay-for-performance context during his tenure as CFO . The Board awarded Gardner a retention bonus of $150,000 in June 2024, forfeitable if he resigns without “good reason” or is terminated for “cause” before June 26, 2027, indicating a focus on retention through FY2027 .
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $325,000 | $363,350 |
| Target Bonus (% of Salary) | 50% | 50% |
| Maximum Bonus (% of Salary at 200% goal) | 110% | 110% |
| Actual Annual Incentive Paid ($) | $357,500 | $267,529 |
| Retention Bonus ($) | $150,000; paid 6/26/2024; forfeiture if departure before 6/26/2027 (cause/good reason definitions per CoC agreement) |
Performance Compensation
Annual Incentive Plan (Cash)
| Metric | Weighting | Target Structure | Actual | Payout Mechanics | Notes |
|---|---|---|---|---|---|
| EBITDA (company-level) | Not disclosed | Gardner eligible at 50% of salary at target; up to 110% at 200% of goals, with linear interpolation | Goals achieved (company met financial and non-financial goals) | Paid in cash under annual plan | EBITDA defined as net earnings less interest, taxes, depreciation and amortization |
Long-Term Incentive Plan (Equity RSUs)
| Grant Date | Type | Number of RSUs Unvested (4/30/2025) | Vesting Terms | Performance RSUs Outstanding | Performance Measure |
|---|---|---|---|---|---|
| 6/29/2022 | Time-based RSUs | 3,036 | 3-year, equal annual installments on each anniversary | — | — |
| 6/28/2023 | Time-based RSUs | 3,256 | 3-year, equal annual installments on each anniversary | 17,095 (max assumption per proxy table) | 3-year financial and non-financial improvements; financial component contingent on specific EBITDA targets |
| 6/26/2024 | Time-based RSUs | 3,104 | 3-year, equal annual installments on each anniversary | 4,657 (target assumption per proxy table) | 3-year financial and non-financial improvements; financial component contingent on specific EBITDA targets |
| Program design | FY2024: 70% performance / 30% time-based; FY2025: 60% performance / 40% time-based (at target) | — | RSU grants valued at avg of high/low price on grant date | — | Board intends annual grants with rolling 3-year periods |
Equity award valuation context: KEQU closing price was $31.67 on 4/30/2025 (used to compute market values shown in proxy tables) .
Equity Ownership & Alignment
| Item | As of | Amount/Detail |
|---|---|---|
| Beneficial ownership (shares) | 5/23/2025 | 20,055 shares; <1% of class |
| Shares outstanding (reference) | 6/30/2025 | 2,947,024 shares |
| Shares acquirable within 60 days (RSU vesting) | 5/23/2025 | 5,697 shares for Gardner |
| Executives’ stock ownership guideline (current) | Amended June 2025 | CFO must hold company stock equal to 200% of annual salary, inclusive of unvested service-based awards; valued using trailing 12-month equal-weighted daily average |
| Hedging/Pledging | Policy | Company does not prohibit hedging transactions; pledging policy not specifically addressed |
Employment Terms
Severance and Change-of-Control Economics
| Scenario | Cash Salary | Cash Bonus | Benefits | Total |
|---|---|---|---|---|
| Termination without cause (no change-in-control) | $363,350 | — | $19,251 (Company share of medical & disability premiums) | $382,601 |
| Termination without cause or for good reason following change-in-control | $726,700 | $363,350 | — | $1,090,050 |
- Change-of-control agreements: For Gardner (CFO), within two years after a change in control, cash severance equals 2x annual compensation (salary + bonus), if terminated without “Cause” or for “Good Reason”; after the second anniversary but within three years, 1x annual compensation applies .
- Triggers and definitions: Double-trigger protection (requires change-in-control and qualifying termination). “Cause” includes willful failure to perform duties or willful illegal/gross misconduct. “Good Reason” includes material diminution of role, failure to pay agreed compensation, forced relocation/excess travel, improper termination, or failure of successor to assume agreement .
Company Performance Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | $219,494,000 * | $203,755,000 * | $240,472,000 * |
| EBITDA ($) | $8,160,000* | $21,248,000* | $22,239,000* |
| Net Income ($) | $738,000 * | $18,753,000 * | $11,405,000 * |
| Diluted EPS (Continuing Ops) ($) | $0.25 * | $6.38 * | $3.83 * |
| Company TSR (Value of $100) | $135.42 | $297.50 | $263.92 |
*Values retrieved from S&P Global.
Compensation Committee and Governance Notes
- Compensation Committee members: Russell (Chair), Gehl, Rhind, Shaw, Pyle; met three times in FY2025 and engaged a compensation consultant on a limited basis in 2024 and 2025 .
- Director/executive stock ownership guidelines updated in 2025; directors must hold 3x annual retainer, with option to elect cash in lieu of equity once met .
- Insider trading policy is adopted and filed with the FY2025 Form 10-K; hedging not specifically prohibited in corporate policy .
Investment Implications
- Alignment and at-risk pay: Gardner’s pay mix emphasizes EBITDA-driven annual incentives and majority performance-based RSUs (60% in FY2025), indicating sensitivity to margin expansion and profitability execution .
- Retention risk: A $150,000 retention bonus with forfeiture through June 26, 2027 suggests near-term retention risk is mitigated; monitor any 8-K 5.02 filings for changes in role or agreements .
- Severance/CoC economics: Double-trigger protection with 2x annual compensation within two years post-CoC increases the probability of management continuity pre- and post-transaction but may elevate transaction costs in a sale scenario .
- Ownership and policies: Beneficial ownership <1% limits direct economic alignment, but 200% salary ownership guideline (including service-based unvested awards) partially offsets. The absence of an explicit anti-hedging prohibition and no disclosed pledging restrictions are governance watch items .
- Performance backdrop: TSR rose significantly over FY2023–FY2025, with net income expansion supporting incentive payouts; revenue and EBITDA trends should be monitored against the plan’s EBITDA targets to gauge likely future bonus outcomes .
Note: Attempts to retrieve Gardner’s Form 4 transactions via the insider-trades skill returned API 401 Unauthorized; analysis relies on proxy-reported ownership and award disclosures [insider-trades skill run error].