J. Jette Campbell
About J. Jette Campbell
J. Jette Campbell was appointed to Kewaunee Scientific’s Board on September 10, 2025 as a Class II director (term through the 2027 annual meeting) and was determined to be independent and financially literate; he was appointed to the Audit Committee at the time of his election . He is a CPA and longtime restructuring and strategy advisor (Partner at Carl Marks Advisors since January 2004), with prior senior finance roles at Griffin LLC (a DuPont JV), PepsiCo (CFO, North European Snack Foods), and Frito-Lay (VP & Controller), and earlier partnership roles at Arthur Andersen & Co. and KPMG Peat Marwick; he holds an undergraduate business degree from Auburn University, completed post‑graduate study at Auburn and Harvard Business School, and has an Honorary Doctorate from Paul Quinn College for leadership of its executive committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carl Marks Advisors | Partner | Jan 2004–present | Advisor to lenders/owners across distribution, manufacturing, healthcare, education, real estate, and financial services; extensive work in building materials and furniture manufacturing |
| Griffin LLC (DuPont JV) | CFO & Head of Corporate Development | Not disclosed | Senior finance and corporate development leadership |
| PepsiCo | CFO, North European Snack Foods Division | Not disclosed | Regional CFO leadership |
| Frito-Lay | Vice President & Controller | Not disclosed | Division finance leadership |
| Arthur Andersen & Co.; KPMG Peat Marwick | Partner (17-year span across both firms) | Not disclosed | Audit/assurance leadership; CPA background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paul Quinn College | Executive committee leadership (recognized via Honorary Doctorate) | Not disclosed | Honorary Doctorate awarded for leadership of its executive committee |
| Other public company directorships | — | — | No other public company board roles identified in KEQU’s appointment 8‑K/press release |
Board Governance
- Committee assignments: Audit Committee member; Board determined independence and financial literacy at appointment .
- Board attendance context: In FY2025, all directors attended all Board and committee meetings on which they served; Campbell joined after FY2025 closed .
- Board structure and sessions: KEQU separates Chair and CEO roles; independent directors hold executive sessions as necessary .
- Related‑party oversight: Audit Committee reviews and must pre‑approve related‑party transactions under its charter .
Fixed Compensation
- Campbell will be compensated per KEQU’s standard non‑employee director program and receive a pro‑rated equity grant for FY2026 .
- FY2025 standard director compensation structure (used as the referenced program):
- Annual retainer: $120,000, payable $60,000 cash and $60,000 in fully vested KEQU shares (directors who meet ownership guidelines may elect cash in lieu of stock) .
- Committee chair fees: $15,000 (Audit Chair); $10,000 (Compensation Chair; Nominating & Corporate Governance Chair; Financial/Planning Chair) .
- Non‑employee Chair of the Board fee: $35,000 .
- No meeting fees; expense reimbursement for Board/committee meetings .
| Component | Amount / Structure |
|---|---|
| Annual retainer | $120,000; $60,000 cash + $60,000 fully vested shares (or cash if guideline met) |
| Audit Chair fee | $15,000 cash |
| Other committee chair fees | $10,000 cash (each: Compensation, Nominating & Corporate Governance, Financial/Planning) |
| Non‑employee Chair of Board | $35,000 cash |
| Expense reimbursement | Reimbursed for Board/committee meeting expenses |
| Campbell-specific note | Compensated under this program; pro‑rated equity grant for FY2026 |
Performance Compensation
| Element | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is issued as fully vested shares as part of the annual retainer . |
| FY2026 pro‑rated equity | Pro‑rated equity grant upon appointment; amount and terms not detailed in 8‑K/press release . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | No other public company directorships identified in KEQU’s appointment filings . |
| Private/non‑profit roles | Carl Marks Advisors Partner; leadership recognition at Paul Quinn College . |
| Interlocks | None identified in KEQU’s filings regarding Campbell; Compensation Committee interlocks generally disclosed as none for KEQU’s executives/board during FY2025 . |
Expertise & Qualifications
- CPA with prior Big Four/AA partnership and audit background; financial literacy affirmed by Board .
- Deep restructuring, crisis management, and strategic advisory experience across multiple industries; extensive experience in building materials and furniture manufacturing, directly relevant to KEQU’s core markets .
- Senior public‑company operating finance credentials (PepsiCo/Frito‑Lay divisional CFO/controller roles) and JV CFO/corporate development experience (Griffin LLC) .
- Business degree (Auburn); post‑graduate study at Auburn and Harvard Business School; Honorary Doctorate from Paul Quinn College .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership at appointment (Form 3 filed Sept 11, 2025) | “No securities are beneficially owned.” |
| Initial equity grant | Pro‑rated equity grant for FY2026 per appointment 8‑K |
| Pledged/hedged shares | No pledging disclosure specific to Campbell; KEQU has no policy specifically prohibiting hedging by employees/directors |
| Director ownership guideline | Non‑employee directors are expected to hold KEQU stock equal to 3x annual retainer; once met, they may elect all cash in lieu of equity |
Insider filings and trades
| Date | Form | Summary |
|---|---|---|
| Sept 11, 2025 | Form 3 | Initial statement of beneficial ownership; no securities beneficially owned |
Governance Assessment
-
Positives
- Independent Audit Committee member with CPA credentials and financial literacy; strengthens audit oversight bench .
- Direct industry and restructuring expertise aligns with KEQU’s manufacturing portfolio and ongoing transformation/inorganic growth agenda .
- Director ownership guideline (3x retainer) encourages longer‑term alignment; program includes annual equity component unless director elects cash after meeting guideline .
- Shareholders showed broad support for executive compensation in 2025 (Say‑on‑Pay FOR 1,448,991; AGAINST 103,177; ABSTAIN 270,128; Non‑votes 537,449), indicating a constructive governance environment .
-
Watch items / RED FLAGS
- Hedging policy gap: KEQU does not specifically prohibit employees or directors from engaging in hedging transactions—a governance red flag for alignment with long‑term shareholders .
- Cash election risk: Once guidelines are met, directors can elect full cash instead of equity; in FY2025 all non‑employee directors elected cash, modestly weakening ongoing equity linkage if repeated (mitigated by guideline and initial equity for Campbell) .
- Related‑party exposure: Campbell’s advisory practice (Carl Marks Advisors) could pose a conflict if engaged by KEQU; no such transactions disclosed, and Audit Committee must review/approve related‑party transactions .
- Initial alignment: Form 3 reported no initial holdings; alignment expected to improve with the pro‑rated equity grant and guideline over time .
-
Compensation Committee context (for board effectiveness)
- Compensation Committee comprised solely of independent directors (Chair: Russell; members: Gehl, Rhind, Shaw, Pyle) and has engaged an external compensation consultant on a limited basis in 2024 and 2025 .
-
Shareholder feedback signals
- 2025 Say‑on‑Pay approved and frequency vote favored “1 Year” cadence (1,512,884 votes for 1 Year), supporting regular engagement on pay and governance matters .