Keith Gehl
About Keith M. Gehl
Independent Class II director of Kewaunee Scientific (KEQU), elected in April 2015, with deep finance, audit, real estate, and operations experience. Age 66; holds an accounting degree from Valparaiso University and is a Certified Public Accountant (CPA). Designated by the Board as an “audit committee financial expert.” Current Class II term runs until the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Family Dollar Stores, Inc. | Senior VP, Real Estate & Facilities | 2003–June 2013 | Senior operator over large real estate and facilities footprint |
| Food Lion, Inc. | Director of Internal Audit; Director of Store Operations; VP Real Estate & Construction; EVP Real Estate & Business Strategy | 1989–2003 | Progressively senior finance/ops/strategy roles; internal audit leadership |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Morton Buildings (construction; HQ Morton, IL) | Director | Current | Interlock: KEQU director John D. Russell is Morton’s Chairman |
| RONA, Inc. (Canadian home improvement retailer) | Director | Prior | Former board service |
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Chair (members: Gehl (Chair), Russell, Shaw)
- Compensation Committee: Member (Chair: Russell; members include Gehl)
- Nominating & Corporate Governance Committee: Member (Chair: Pyle; members include Gehl)
- Financial/Planning Committee: Not listed as a member
- Independence: Independent director; all directors other than the CEO are independent
- Attendance and engagement:
- Board held 6 meetings in FY2025; Gehl attended all Board and applicable committee meetings (100% attendance disclosure for all directors)
- Executive sessions of independent directors are held as necessary
- Leadership & risk oversight:
- Chair and CEO roles are separated
- Audit Committee oversees financial reporting/internal controls and related-party transactions review/approval
- Compensation Committee oversees executive pay program and used a compensation consultant on a limited basis in 2024 and 2025
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual director retainer (program terms) | $100,000; 50% cash, 50% fully vested stock unless director met ownership guidelines and elected cash instead | $120,000; 50% cash, 50% fully vested stock unless director met ownership guidelines and elected cash instead |
| Audit Committee Chair fee | $15,000 cash | $15,000 cash |
| Total fees earned – Keith M. Gehl | $115,000 | $135,000 |
| Board/committee meeting fees | None (expenses reimbursed) | None (expenses reimbursed) |
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Stock awards to Keith M. Gehl (grant-date fair value) | $10,003 (fully vested stock award under director program) | $0 (all non-employee directors elected to take cash in lieu of stock after meeting ownership guidelines) |
| Grant timing mechanics | Intended annual grant date around May 1; # shares based on avg high/low price on grant date | Generally early May; # shares based on avg high/low if equity elected |
| Performance metrics | None for directors’ equity (fully vested shares; no performance conditions) | None (no equity elected) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Morton Buildings | Private | Director | Interlock with KEQU director John D. Russell (Morton Chairman); monitor for any KEQU–Morton business dealings (none disclosed) |
| RONA, Inc. | Formerly public (Canada) | Former Director | Historical role only |
Expertise & Qualifications
- Audit committee financial expert designation by KEQU Board
- CPA; Accounting degree (Valparaiso University)
- Multi-decade finance, audit, real estate, construction/operations leadership at major retailers (Family Dollar, Food Lion)
Equity Ownership
| Holder | As of Date | Shares Beneficially Owned | % of Class |
|---|---|---|---|
| Keith M. Gehl | June 14, 2024 | 16,597 | <1% |
| Keith M. Gehl | May 23, 2025 | 20,396 | <1% |
- Director stock ownership guidelines: minimum 3x annual retainer; once met, directors may elect cash in lieu of equity; all non-employee directors elected cash in FY2025, indicating guidelines met
- Hedging/Pledging: KEQU does not have a policy specifically prohibiting employees or directors from engaging in hedging transactions (a governance caution for some investors)
Governance Assessment
Strengths and positive signals
- Audit Committee Chair and SEC-designated “audit committee financial expert”; strong finance/audit oversight credentials
- Independent director with 100% attendance; active across Audit, Compensation, and Nominating/Governance committees
- Clear ownership alignment framework (3x retainer guideline) and directors met guideline in FY2025 (elected cash in lieu of stock)
- Separated Chair/CEO roles and regular executive sessions of independent directors
Risk indicators and watch items
- Board interlock: Simultaneous roles at Morton Buildings (Gehl as director; KEQU director John D. Russell as Morton Chairman). No KEQU-related party transactions disclosed, but interlocks merit monitoring for potential conflicts if business relationships arise
- No explicit hedging prohibition in policy; some investors view absence of a hedging ban as a shareholder-alignment risk
- Director cash/equity mix shifted all-cash in FY2025 after guideline attainment, reducing ongoing equity inflow; however, Gehl’s beneficial ownership increased YoY
Notes on related-party exposure and say-on-pay
- Audit Committee reviews/approves all related-party transactions; no specific related-party transactions involving Gehl disclosed in FY2024–FY2025 proxies
- Say-on-pay proposals were on the ballot; results not provided in the proxy excerpts. Frequency proposal in 2025 recommends annual votes