Dave Bersaglini
KENNAMETALAbout Dave Bersaglini
Dave (C. David/Clark David) Bersaglini, age 51, is Vice President and President of Kennametal’s Metal Cutting segment, effective August 26, 2024; he serves on the Executive Leadership Team and reports to the CEO . He holds a BS in Mechanical Engineering and an MBA from The Ohio State University . Company performance in FY2025 was mixed: sales were flat at $2.0B vs. FY2024; EBITDA declined to $285M (14.5% margin) and Adjusted EBITDA to $299M (15.2%); Adjusted ROIC was 6.8% (vs. 7.6% in FY2024), which also drove PSU outcomes; Bersaglini’s FY2025 annual incentive paid $192,471 (37.0% of base) with total payout 59.2% of target, reflecting proration and below-target performance across several AIP metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kennametal Inc. (KMT) | Vice President & President, Metal Cutting Segment; Executive Leadership Team | Aug 26, 2024 – present | Accountable for global Metal Cutting strategy, operational excellence and profitable growth; succeeds CEO in this segment leadership role . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Copeland | VP & GM, Global Refrigeration | Oct 2023 – Aug 2024 | Led ~$1B global refrigeration segment across Americas/Europe/Asia; oversaw manufacturing, product strategy, engineering, sales, marketing . |
| Copeland | VP & GM, Refrigeration Americas | 2017 – 2023 | Managed ~$650M P&L; drove long-term profitable growth strategy . |
| Emerson | VP, Strategic Planning (Corporate) | 2014 – 2017 | Enterprise-level corporate planning and strategy . |
| Emerson | Various roles (manufacturing, product strategy, engineering, sales, marketing) | 2001 – 2014 | Progressively senior roles focused on developing differentiated solutions and growth . |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Base Salary | $437,273 | First year at KMT; salary subject to annual review . |
| Target Bonus % (AIP) | 75% of base | Segment President target for FY2025 . |
| Actual Bonus Paid (AIP) | $192,471 | 37.0% of base; 59.2% of target; proration applied . |
| Sign-on Cash Bonus | $125,000 | One-time, with clawback if voluntary resignation within 12 months . |
| Perquisites & Other | $26,465 | Includes $24,700 Company contributions to Thrift Plus Plan and $1,765 life insurance imputed income . |
Performance Compensation
FY2025 Annual Incentive Plan (AIP) — Design and Targets (Segment President)
- Weighting: Segment Revenue 20%; Corporate Adjusted EBITDA 35%; Segment Adjusted EBIT 15%; Corporate PWCPS 30%; ESG modifier ±10% .
- Payout range 0–200%; threshold/target/maximum definitions disclosed (e.g., Corporate Revenue 92/100/108% of target; Corporate Adjusted EBITDA 75/100/125%) .
- ESG outcomes: 1 of 4 goals achieved → 90% modifier applied (10% reduction) .
| Metric | Weight | H1 FY2025 Target | H1 Actual (% of Target) | H1 Payout % | H2 FY2025 Target | H2 Actual (% of Target) | H2 Payout % |
|---|---|---|---|---|---|---|---|
| Corporate Revenue (US$M) | 35% (shared via EBITDA) | $1,010 | 95.2% | 70.3% | $1,086 | 93.0% | 56.6% |
| Corporate Adjusted EBITDA (US$M) | 35% | $151 | 91.5% | 83.1% | $199 | 81.2% | 62.6% |
| Metal Cutting Revenue (US$M) | 20% | $634 | 93.8% | 61.2% | $683 | 92.4% | 52.9% |
| Metal Cutting Adjusted EBIT (US$M) | 15% | $63 | 67.8% | 63.8% | $96 | 60.6% | 55.0% |
| Corporate PWCPS (%) — annual | 30% | 29.9% | 106.0% | 70.0% | n/a | n/a | n/a |
| ESG Modifier | ±10% | 4 goals | Achieved 1 of 4 | 90% modifier (−10%) | 4 goals | Achieved 1 of 4 | 90% modifier (−10%) |
Summary outcome: AIP earned $192,471, equal to 37.0% of base salary; total as % of target: 59.2% (prorated for timing) .
FY2025 Long-Term Incentives (LTI) — Grants and Structure
- Portfolio: 60% PSUs and 40% RSUs; RSUs vest one-third annually over three years; PSUs vest after 3 years based on Adjusted ROIC (66.66% weight; goals set annually) and 3-year Avg Adjusted EBITDA Margin (33.34% weight) .
- Bersaglini FY2025 grants (9/1/2024): RSUs 11,596 ($299,989), RSUs 10,050 ($259,994); PSUs target 8,376 (threshold 4,188; max 16,752), fair value $216,687 .
- Sign-on equity: additional RSUs $300,000 cliff vest at second anniversary (grant 9/1/2024) .
| Award Type | Grant Date | Units | Grant-Date Fair Value |
|---|---|---|---|
| RSU | 9/1/2024 | 11,596 | $299,989 |
| RSU | 9/1/2024 | 10,050 | $259,994 |
| PSU (Adjusted ROIC + 3-yr Avg Adj. EBITDA Margin) | 9/1/2024 | Target 8,376 (Thresh 4,188; Max 16,752) | $216,687 |
| Sign-on RSU (cliff vest at 2 years) | 9/1/2024 | — | $300,000 |
PSU performance update: FY2025 Adjusted ROIC tranche achieved 81.1% of target; 2023 PSU cycle paid at 91.5% cumulatively (ROIC tranches 91.1%; EBITDA Margin tranche 92.4%); no payment occurs until distribution after full 3-year period .
Equity Ownership & Alignment
- Stock ownership guidelines: “Top Metal Cutting Segment Executive” must hold 3x base salary; employees have five years to reach compliance .
- Hedging/pledging: prohibited for directors/executives without prior General Counsel approval; exceptions for non-margin collateral only with demonstrated capacity to repay without the stock .
- Beneficial ownership (as of Aug 15, 2025): common shares 0; PSUs deemed earned 2,717; RSUs 35,339; total ownership (for guideline purposes) 38,056; individual beneficial ownership <1% of shares outstanding .
- Outstanding equity awards at FY2025 year-end (market values at $22.96 on 6/30/25): RSUs 24,363 ($559,374), PSUs unearned 11,725 ($269,206) .
- FY2025 vesting/option activity: No stock vested for Bersaglini in FY2025 (grants in Sep 2024); no option exercises .
| Ownership Item | Amount |
|---|---|
| Common Shares Owned | 0 |
| PSUs Deemed Earned (subject to service condition) | 2,717 |
| RSUs Outstanding (counted for guideline purposes) | 35,339 |
| Total Ownership for Guideline Purposes | 38,056 |
| RSUs Outstanding at FYE (market value) | 24,363 ($559,374) |
| PSUs Outstanding at FYE (market value) | 11,725 ($269,206) |
| Ownership as % of Shares Outstanding | <1% (individuals; statement applies company-wide) |
Employment Terms
- Employment agreement: no fixed term; termination requires Board authorization; inventions assignment; confidentiality .
- Non-compete: 1 year if terminated without cause; 2 years if voluntary termination or termination in connection with a change in control; non-disclosure applies in all cases .
- Severance (non-CIC): after minimum 2 years of employment, 12 months of salary continuation; potential payments table models $520,000 severance for involuntary not-for-cause termination .
- Change-in-control (double-trigger): if terminated without cause or resigns for good reason within 6 months before or 24 months after a CIC, 2x base salary + 2x target bonus; 280G cutback to safe harbor; 2 years continuation of health & welfare benefits .
- Accelerated vesting (illustrative values at 6/30/25): RSUs $496,992; PSUs $331,588 for death/disability/retirement or CIC; totals modeled in potential payments table .
- Clawbacks: Company maintains recoupment policy; sign-on cash awards carried a 12-month clawback on voluntary resignation .
- Tax gross-ups: agreements do not provide partial excise tax gross-ups .
| Scenario | Severance | Equity Acceleration (RSU/PSU) | Benefits Continuation | Total (Illustrative) |
|---|---|---|---|---|
| Involuntary Not-for-Cause (Non-CIC) | $520,000 | — | — | $520,000 |
| Death/Disability/Retirement | — | $496,992 / $331,588 | — | $828,580 |
| CIC Termination (Without Cause or For Good Reason) | $1,820,000 | $496,992 / $331,588 | $52,931 | $2,701,511 |
Performance & Track Record (Company context during tenure)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Sales (US$B) | $2.0 | $2.0 |
| EBITDA (US$M) | $300 (14.7%) | $285 (14.5%) |
| Adjusted EBITDA (US$M) | $313 (15.3%) | $299 (15.2%) |
| ROIC (%) | 7.0 | 6.2 |
| Adjusted ROIC (%) | 7.6 | 6.8 |
| PWCPS (%) | 32.0 | 31.9 |
Highlights and governance context:
- AIP metrics reset mid-year to reflect cyclicality; Segment Presidents’ weighting increased to Corporate Adjusted EBITDA (35%) with lower Segment Adjusted EBIT weighting (15%); ESG modifier applied; payouts only at year-end (no mid-year payouts) .
- 2026 program updates: removed ESG modifier; rebalanced AIP and LTI metrics; FY2026 LTI grant value set for Bersaglini at $719,550 .
- Say-on-pay: ~99% approval in 2024; Committee relies on Pay Governance and affirms compensation-risk controls (recoupment, anti-hedging/pledging, ownership guidelines) .
Compensation Structure Observations
- Mix and risk: For Segment Presidents, target total direct comp skews toward variable (67%) with greater long-term equity vs short-term cash (62% of variable long-term), aligning pay with multi-year outcomes .
- No options granted in FY2025; equity comprises RSUs and PSUs; reduces leverage but tightens alignment through ROIC/EBITDA margin outcomes .
- Sign-on awards and two-year cliff RSU (Sept 2026) add near-term retention hooks; combined with non-compete and CIC protection, retention risk appears mitigated absent significant underperformance .
Investment Implications
- Alignment: Strong linkage to Adjusted ROIC and Adjusted EBITDA Margin in PSUs and to Segment Revenue/Adjusted EBIT and Corporate Adjusted EBITDA in AIP suggests compensation will respond to margin expansion and disciplined capital deployment; FY2025 outcomes below target indicate conservative payout calibration .
- Selling pressure: Key vesting events begin Sept 2025 for RSUs and a cliff RSU in Sept 2026; watch Form 4s around open trading windows given insider trading policy pre-clearance and prohibition on hedging/pledging absent approval .
- Ownership and guidelines: With 0 common shares and holdings largely in unvested RSUs/PSUs, Bersaglini has five years to reach the 3x salary ownership guideline; ongoing equity grants and vesting should move him toward compliance, aligning long-term incentives with shareholders .
- Downside protection/retention: Severance and CIC double-trigger economics, plus benefits continuation and equity acceleration, reduce exit risk during strategic transitions; absence of tax gross-ups and presence of 280G cutback is governance-friendly .