John Russell
About John D. Russell
John D. Russell, 72, has served as an independent director of Kewaunee Scientific since May 2011. He is Chairman of Morton Buildings (since May 2023) and previously served as its CEO and Chairman (2015–Apr 2023). Earlier roles include Managing Director at ForteONE (2012–2015), CEO of Maysteel (2007–2010), CEO of Neoplan USA (2002–2006), corporate officer at Brunswick, and partner at McKinsey. He holds an MBA from the University of Chicago and is a NACD Governance Fellow and Leadership Fellow, bringing deep operating, strategy, and governance expertise to KEQU’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morton Buildings (construction; private) | Chairman | May 2023–present | Board leadership; succession from prior CEO/Chair tenure |
| Morton Buildings (construction; private) | CEO & Chairman | Nov 2015–Apr 2023 | Led operations and strategy; board leadership |
| ForteONE (consulting) | Managing Director | Sep 2012–Nov 2015 | Revenue/profitability growth for middle-market clients |
| Strategic Materials Inc. (glass recycling) | Consultant & Board Member | Jun 2006–Mar 2014 | Board service and business advisory |
| Maysteel LLC (precision metal fabrication) | President & CEO | Sep 2007–May 2010 | Operational turnaround/leadership |
| Neoplan USA (heavy duty transit buses) | President & CEO | Apr 2002–Apr 2006 | Manufacturing/operations leadership |
| Brunswick Corporation | Corporate Officer (various exec roles) | Pre-2002 | Large-cap operating experience |
| McKinsey & Company | Partner | Pre-2002 | Strategy leadership, cross-industry exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Morton Buildings | Chairman | May 2023–present | Current external leadership role |
Board Governance
- Independence: The board deems Russell independent; all directors other than the CEO are independent .
- Board structure: Chair and CEO roles are separated .
- Executive sessions: Independent directors hold executive sessions without management as needed .
- Retirement policy: Directors reaching age 75 during a term are expected to retire at term-end .
| Committee | Role | FY2025 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 4 | 4/4 (all directors attended all Board and committee meetings) |
| Compensation | Chair | 3 | 3/3 (same attendance disclosure) |
| Financial/Planning | Member | 4 | 4/4 (same attendance disclosure) |
| Board of Directors (full) | Director | 6 | 6/6 |
Compensation Committee context: The committee (chaired by Russell) oversees executive pay, incentive programs, and the 2023 Omnibus Incentive Plan; it engaged a compensation consultant on a limited basis in 2024 and 2025 .
Fixed Compensation
| Element | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Russell – Total Director Compensation ($) | 110,000 | 130,000 | Reflects retainer + chair fees; paid in cash per election |
| Program – Annual Non-Employee Director Retainer ($) | 100,000 | 120,000 | Program change from $100k to $120k |
| Program – Chair Fees (Cash) | $10k (Nominating, Financial/Planning, Compensation); $15k (Audit); $20k (Board Chair) | $10k (Nominating, Financial/Planning, Compensation); $15k (Audit); $35k (Board Chair) | Russell is Compensation Chair (adds $10k) |
| Payment Mix (Russell) | Cash-only (elected cash in lieu of stock) | Cash-only (all non-employee directors elected cash) | Available only after meeting ownership guidelines |
Performance Compensation
| Director Performance-Based Elements | Structure | Metrics | Vesting/Notes |
|---|---|---|---|
| Director equity (if elected) | Fully vested common stock grants | None specified for directors | Grants, when used, are fully vested on grant; number of shares based on avg high/low price on grant date |
| Executive pay metrics (oversight by Russell’s committee) | Annual cash bonus | EBITDA vs. targets; linear interpolation around target; CEO 75% target bonus, up to 165% at 200% of target | Annual plan; goals approved at start of year |
| Executive LTI (oversight by Russell’s committee) | RSUs: 40% time-based, 60% performance-based at target | 3-year performance, including EBITDA and other financial/non-financial improvements | Time-based vest annually over 3 years; performance RSUs vest post-3-year performance |
Other Directorships & Interlocks
| Company | Interlock/Overlap | Potential Implication |
|---|---|---|
| Morton Buildings | Russell is Chairman; KEQU director Keith M. Gehl serves on Morton Buildings’ Board | Board-level interlock outside KEQU; monitor for related-party transactions if any dealings arise (Audit Committee reviews related-party transactions) |
Expertise & Qualifications
- Operating leadership: CEO of three companies (Morton Buildings, Maysteel, Neoplan USA) and corporate officer at Brunswick; partner at McKinsey—strong strategy and operations background .
- Governance: NACD Governance Fellow and Leadership Fellow .
- Education: MBA, University of Chicago .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Date |
|---|---|---|---|
| John D. Russell | 34,396 | 1.2% | As of May 23, 2025 |
Stock ownership alignment:
- Director stock ownership guideline: minimum 3x annual retainer; directors meeting the guideline may elect cash instead of equity .
- FY2025: All non-employee directors elected cash in lieu of stock, indicating guideline attainment; Russell’s total was paid in cash .
Insider transactions:
| Date (Tx) | Form | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-07 | Form 4 | Award (A) | 1,896 | $0.00 | 34,396 | https://www.sec.gov/Archives/edgar/data/55529/000152220925000002/0001522209-25-000002-index.htm |
Policy considerations:
- Hedging: The company does not have a policy specifically prohibiting employees or directors from hedging transactions in KEQU securities (a governance concern in some frameworks) .
- Related-party transactions oversight: Audit Committee (of which Russell is a member) reviews and approves all related-party transactions .
Governance Assessment
-
Strengths
- Independent director with 14 years of service; 100% attendance at Board and committee meetings in FY2025; serves as Compensation Chair and member of Audit and Financial/Planning—indicates high engagement and influence on key oversight areas .
- Deep operating and governance credentials (multi-time CEO, McKinsey partner, MBA UChicago, NACD Fellow), directly relevant to KEQU’s manufacturing and strategic execution needs .
- Board structure separates Chair/CEO and holds independent executive sessions, supporting healthy oversight .
- Director ownership alignment is supported by stock ownership guidelines (3x retainer), and cash election is permitted only after guidelines are met .
-
Watch items / potential red flags
- Hedging policy gap: company does not prohibit hedging by employees/directors, which can undermine alignment; boards often restrict hedging/pledging for best practice .
- External interlock: Russell (Chairman) and KEQU director Gehl (director) both serve at Morton Buildings; while no KEQU-related transactions are disclosed in the reviewed sections, interlocks merit monitoring for potential related-party exposures (Audit Committee has approval oversight) .
- Cash-only director compensation in FY2025: all non-employee directors elected cash, reducing incremental equity issuance; while allowed after meeting guidelines, some investors prefer ongoing equity to maintain alignment momentum .
-
Compensation Committee (under Russell) observations
- Use of EBITDA-centric annual incentives and 60% performance-based RSUs (at target) over three years for executives aligns with profitability and multi-year value creation; the committee engaged a compensation consultant on a limited basis in 2024 and 2025, supporting independent benchmarking .
- No disclosed interlocks in the Compensation Committee; standard charters and plan administration responsibilities are in place .
-
Attendance and engagement signals
- Board met 6 times; Russell’s committees met 3–4 times each; proxy states each director attended all Board and committee meetings on which they served in FY2025, indicating strong engagement .
-
Tenure and succession
- At age 72 and under a retirement policy at 75, Russell’s remaining service horizon is finite; continuity planning for committee leadership (especially Compensation) should be considered .
Notes and References
- Director biography, age, tenure, external roles, education, NACD credentials:
- Independence, attendance, executive sessions:
- Board structure (separate Chair/CEO):
- Committees, roles, meetings:
- Director compensation program and Russell’s compensation (FY2025):
- Director compensation program and Russell’s compensation (FY2024):
- Stock ownership guidelines; hedging policy:
- Security ownership (Russell shares and %):
- Insider trade (Form 4 award on 2025-05-07):
- Compensation Committee use of consultant; executive pay metrics (EBITDA, RSUs):
- Interlock evidence (Morton Buildings roles):