Thomas Hull
About Thomas Hull
Thomas D. Hull III, 49, is President & CEO and a director of Kewaunee Scientific, appointed CEO and to the Board in March 2019; he previously served as CFO/VP Finance since November 2015. He holds an MBA from University of Pittsburgh (Katz), a BS in Accounting from La Roche College, and is a CPA (inactive) . Under Hull, FY2025 sales rose 18.0% to $240.5M and EBITDA increased to $21.6M; adjusted EBITDA was $26.5M after excluding NuAire acquisition-related costs . Pay-versus-performance disclosures show Company TSR of $263.92 by FY2025 (from a fixed $100 starting point in FY2023), with net income of $11.4M in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kewaunee Scientific | CFO, VP Finance, Corporate Secretary & Treasurer | Nov 2015–Mar 2019 | Led finance and corporate functions, positioned for CEO transition |
| ATI Specialty Materials (subsidiary of ATI Inc.) | VP Finance, Accounting & IT | Aug 2011–Oct 2015 | Finance and IT leadership at advanced alloys producer |
| Ernst & Young | Multiple management positions | Jan 1998–Jul 2011 | Public company advisory experience and broad industry exposure |
External Roles
No current external public company directorships disclosed for Hull in the proxy .
Fixed Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $440,000 | $494,560 |
| Target Annual Bonus (% of salary) | 75% target; up to 165% at 200% of EBITDA target | 75% target; up to 165% at 200% of EBITDA target |
| Annual Incentive Paid ($) | $726,000 | $546,206 |
| Other Compensation ($) | $53,361 (401(k)/deferred plan match) | $37,746 (401(k)/deferred plan match) |
Performance Compensation
Annual Incentive Plan (Cash)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| EBITDA (Company-wide) + select non-financial goals | Primary metric; personal objectives to a lesser extent | CEO: 75% of salary at target; linear interpolation to 165% at 200% of target | FY2025 goals achieved | $546,206 (FY2025) | N/A (cash) |
Long-Term Incentive (RSUs under 2023 Plan)
| Award Type | Grant Date | Shares/Units | Vesting | Performance Conditions | Notes |
|---|---|---|---|---|---|
| Time-based RSUs | Jun 29, 2022 | 5,357 unvested | 1/3 annually over 3 years | None | Market value $169,656 at 4/30/25 |
| Time-based RSUs | Jun 28, 2023 | 8,265 unvested | 1/3 annually over 3 years | None | Market value $261,753 at 4/30/25 |
| Time-based RSUs | Jun 26, 2024 | 7,922 unvested | 1/3 annually over 3 years | None | Market value $250,890 at 4/30/25 |
| Performance RSUs | Jun 28, 2023 | 43,393 unearned | 3-year performance period | Financial and non-financial improvements; EBITDA targets | Market/payout value $1,374,256 at max achievement |
| Performance RSUs | Jun 26, 2024 | 11,884 unearned | 3-year performance period | Financial and non-financial improvements; EBITDA targets | Market/payout value $376,366 at target achievement |
Award mix and sizing: time-based generally 40% and performance-based 60% of annual LTI at target; CEO LTI sizing at 150% of salary valued at grant using avg high/low price .
Options (legacy awards outstanding as of FY2024)
| Contract | Quantity | Strike | Expiration |
|---|---|---|---|
| Stock Option | 6,000 | $16.64 | 11/2/2025 |
| Stock Option | 6,000 | $23.62 | 8/31/2026 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 48,202 shares; 1.7% of class as of May 23, 2025 |
| Near-term vesting | 12,130 RSUs may vest within 60 days of May 23, 2025 |
| Unvested RSUs (time-based) | 5,357 (2022), 8,265 (2023), 7,922 (2024) |
| Unearned performance RSUs | 43,393 (2023, shown at max), 11,884 (2024, shown at target) |
| Stock Ownership Guidelines | CEO must hold min 300% of salary; includes outstanding shares and value of unvested awards with service component; value based on trailing 12-month equal-weight avg price |
| Hedging/Pledging | Company does not specifically prohibit hedging; pledging not disclosed |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-of-Control Employment Agreement | Effective Nov 2, 2015 for Hull |
| Double-trigger CoC | If terminated without Cause or for Good Reason after CoC: within 2 years → 2x annual compensation (salary + bonus); after 2nd anniversary but within 3 years → 1x annual compensation |
| Severance (no CoC) | Historical practice: 1x annual base salary plus Company-paid medical premiums |
| Estimated Payments (4/30/25 scenario) | No CoC termination: $494,560 salary + $19,251 medical = $513,811 total; CoC termination: $989,120 salary + $741,840 bonus = $1,730,960 total |
| Retention Bonus | $250,000 paid to Hull on Mar 18, 2024; repayable if he resigns w/o “good reason” or is terminated for “cause” within 36 months |
| Clawback/Non-compete | Not specifically disclosed in cited excerpts (skip) |
Board Governance
- Board service: Class I director; elected to Board in March 2019; not independent (all other directors are independent) .
- Leadership structure: Chairman and CEO roles are separated (mitigates CEO/Chairman dual-role concerns) .
- Committees: Financial/Planning Committee member (reviews strategy, budgets, retirement plan assets); committee met 4 times in FY2025 .
- Attendance: Each director attended all Board and committee meetings in FY2025 .
- Director compensation: As an employee director, Hull received no additional director fees; non-employee director retainer was $120,000 (FY2025) .
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| Sales ($) | $203.8M | $240.5M (+18.0% YoY) |
| EBITDA ($) | $16.6M | $21.6M (+29.9% YoY) |
| Adjusted EBITDA ($) | $20.7M | $26.5M (+28.1% YoY) |
| Net Earnings ($) | $18.8M | $11.4M (impacted by NuAire costs and prior-year non-recurring items) |
| TSR (Value of $100 investment) | $297.50 (FY2024) | $263.92 (FY2025) |
| Backlog | $155.6M (4/30/24) | $214.6M (4/30/25) |
Commentary signals: Hull emphasized organic/inorganic growth, near-term corporate platform investments, and expected better unadjusted EBITDA in FY2026 despite uneven quarterly performance; backlog near historic highs with project timing volatility and NuAire integration .
Multi-year company performance during Hull’s tenure
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenues ($) | $147,469,000* | $168,872,000* | $219,494,000* | $203,755,000* | $240,472,000* |
| EBITDA ($) | $218,000* | $544,000* | $8,160,000* | $21,248,000* | $22,239,000* |
| Net Income ($) | $(3,672,000)* | $(6,126,000)* | $738,000* | $18,753,000* | $11,405,000* |
| *Values retrieved from S&P Global. |
Compensation Structure Analysis
- Mix shift: CEO pay blends fixed salary increases (12.4% raise in FY2025) with significant at-risk annual and long-term incentives; LTI sized at 150% of salary with 60% performance-based RSUs, reinforcing pay-for-performance alignment .
- Metrics: Annual bonus primarily tied to EBITDA with upside to 165% of target for 200% performance; FY2025 bonuses paid after goals achieved .
- Equity cadence: Annual RSU grants with overlapping 3-year vesting periods; performance RSUs tied to multi-year EBITDA and operational improvements .
- Adjustments/prior-year items: FY2024 benefited from pension termination and valuation allowance release; FY2025 impacted by NuAire acquisition costs and purchase accounting, with adjusted metrics provided to enhance comparability .
- Ownership guidelines strengthened: CEO ownership threshold raised to 300% of salary (includes service-based unvested awards), improving alignment; however, hedging is not expressly prohibited, a governance caution .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Beneficial stake | 48,202 shares; 1.7% ownership |
| Short-term vesting overhang | 12,130 RSUs vesting within 60 days (potential near-term liquidity) |
| Outstanding grants | Significant unearned performance RSUs (43,393 from 2023; 11,884 from 2024) and time-based RSUs across 2022–2024 |
| Legacy options | Two small tranches expiring 2025/2026 (6,000 each) |
| Guidelines compliance | Guidelines described; compliance status not disclosed |
Employment Terms
| Scenario | Estimated Payment (Hull) |
|---|---|
| Termination w/o cause (no CoC) | $513,811 total ($494,560 salary + $19,251 medical) |
| Termination w/o cause or for good reason after CoC | $1,730,960 total ($989,120 salary + $741,840 bonus) |
| Agreement mechanics | Two-year double-trigger window at 2x annual compensation; then 1x within years 2–3 post-CoC |
| Retention protection | $250,000 cash retention (3/18/2024), forfeitable upon certain departures within 36 months |
Board Service History and Roles
- Director class and tenure: Class I director, serving until the 2026 annual meeting; board member since March 2019 .
- Independence: Hull is not independent; all other directors are independent .
- Committees: Financial/Planning Committee member; committee reviews strategy and budgets .
- Attendance: Full attendance at Board and committee meetings in FY2025 .
- Director compensation: Employee director; receives no additional director retainer .
- Dual-role implications: Separation of Chairman and CEO mitigates concentration of power; independent-only executive sessions provide oversight .
Investment Implications
- Alignment: Strong performance weighting via EBITDA in both annual and multi-year incentives, plus a high CEO ownership requirement (300% of salary), is supportive of pay-for-performance. Hedging not explicitly prohibited is a governance caution to monitor .
- Overhang and liquidity: Material unearned performance RSUs and near-term vesting RSUs (12,130 units within 60 days) could create episodic insider selling pressure upon vesting; legacy options are small .
- Retention and CoC economics: A recent $250k retention bonus with 36-month clawback increases retention; CoC severance at 2x annual compensation for two years post-CoC is competitive and could influence deal negotiations and management incentives .
- Execution track record: Sales and EBITDA growth with expanded backlog and NuAire acquisition integration indicate operational momentum; adjusted metrics clarify underlying progress despite accounting and one-off effects . FY2026 commentary signals ongoing investment in corporate platform and expectation for better unadjusted EBITDA despite quarterly volatility .
- Trading signals: Monitor RSU vesting calendars, any Form 4 activity, and performance RSU attainment updates; pay-versus-performance TSR remains elevated versus FY2023, though FY2025 TSR retreated versus FY2024, suggesting sensitivity to non-recurring items and integration costs .