Douglas T. Dietrich
KENNAMETALAbout Douglas T. Dietrich
Douglas T. Dietrich (age 56) joined Kennametal’s Board effective February 1, 2025 and is an independent director serving on the Audit Committee; the Board has identified him as an “audit committee financial expert.” He is Chairman (since March 2021) and CEO (since December 2016) of Minerals Technologies Inc. (MTI) and holds a BS in Mechanical Engineering from the University of Michigan and an MBA in Finance from The Wharton School. He brings 30+ years of industrial goods, mining and metals manufacturing experience, with prior leadership roles at Alcoa, Eaton, and Westinghouse .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minerals Technologies Inc. | Chief Executive Officer | Dec 2016–present | Led finance and strategy earlier at MTI; designated audit committee financial expert at KMT |
| Minerals Technologies Inc. | Chairman of the Board | Mar 2021–present | Board leadership experience |
| Minerals Technologies Inc. | SVP, Finance & Treasury; CFO | Pre-2016 (joined MTI in 2007) | Oversaw overall finance function; corporate strategy and M&A |
| Minerals Technologies Inc. | VP, Corporate Development & Treasury | Pre-2016 | Led corporate strategy and M&A initiatives |
| Alcoa Inc. | Multiple leadership roles (VP Alcoa Wheel Products; President Latin America Extrusions; GM Global Rod & Bar; Manager BD/Strategic Sourcing – Asia/LatAm) | Prior to 2007 | Global operations and sourcing expertise |
| Eaton Corporation; Westinghouse Electric | Engineering and Operations Management | Early career | Engineering/operations grounding |
External Roles
| Organization | Role | Public Company? | Tenure |
|---|---|---|---|
| Minerals Technologies Inc. (MTI) | Chairman & CEO | Yes | Chair: since Mar 2021; CEO: since Dec 2016 |
Board Governance
- Independence: Board determined all non‑employee directors, including Dietrich, are independent under NYSE/SEC standards; any Minerals Technologies–Kennametal commercial relationships were deemed immaterial for independence .
- Committee assignment: Audit Committee member; identified as an audit committee financial expert; appointment to Audit effective Feb 1, 2025 .
- Attendance: Each director attended at least 75% of Board and committee meetings during FY2025; the Board held seven meetings in FY2025, and committees met Audit (9), Compensation & Human Capital (5), Nominating/Corporate Governance (5) .
- Board structure signals: Declassified board (one‑year terms); majority voting; independent Chairman separate from CEO; independent executive sessions at each regularly scheduled meeting .
- Risk oversight: Audit Committee leads ERM oversight with regular reports and separate sessions with PwC and Internal Audit .
Fixed Compensation
| Component (FY2025) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $35,415 |
| All other compensation (life insurance premiums) | $69.60 |
| Total (cash + other) | $35,485 |
Note: Directors may elect to receive fees in cash, shares, or deferred stock credits .
Performance Compensation
| Equity Component | Grant detail | Valuation | Vesting | Dividend Equivalents |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Non‑employee directors received Aug 15, 2024 RSUs or deferred stock credits | $144,998 grant‑date fair value (FASB ASC 718) | Time‑based: vest one‑third annually starting first anniversary | Paid on unvested RSUs; non‑preferential; deferred credits accrue equivalents; minimum 3‑year deferral |
Dietrich’s FY2025 equity shown in the director compensation table was $60,417 (reflects his first year of service following Feb 1, 2025 election); no performance metrics (TSR/EBITDA/etc.) apply to director equity awards, which are time‑vested, not performance‑conditioned .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transaction | Committee View |
|---|---|---|---|
| Minerals Technologies Inc. | Chairman & CEO | Kennametal is a supplier to MTI; commercial relationship noted | Determined immaterial; independence maintained |
Expertise & Qualifications
- Audit committee financial expert; financially literate with CFO and treasury background .
- Deep industrial and manufacturing domain expertise; global operations and M&A experience .
- Technical education: BS Mechanical Engineering (University of Michigan); MBA Finance (Wharton) .
Equity Ownership
| As of June 30, 2025 | Quantity |
|---|---|
| Aggregate Restricted Stock Units Outstanding | 2,523 units |
| Aggregate Unvested Restricted Stock Units Outstanding | 1,618.507 units |
| Stock Options Outstanding | None disclosed for Dietrich |
Policy signals: Strong director/executive stock ownership guidelines; prohibitions on hedging, pledging, and shorting company stock without pre‑approval (pledging exception only with clear capacity to repay) .
Governance Assessment
- Alignment: Independent director with audit/finance depth; RSUs are time‑vested with standard dividend equivalents—no discretionary or performance‑metric‑based director pay, which aligns with governance norms for independent directors .
- Engagement: Audit Committee membership and financial expert designation indicate active oversight; attendance threshold met (≥75%); committees met frequently (Audit 9 in FY2025) .
- Conflicts: MTI supplier relationship identified and reviewed; deemed immaterial—appropriate transparency with the Nominating/Corporate Governance Committee and Board independence determination .
- Policies: Declassified board, majority voting, independent chair, executive sessions, and risk oversight led by Audit Committee support board effectiveness and investor confidence .
Red flags and monitoring:
- Potential conflict due to MTI leadership and commercial ties: flagged and assessed as immaterial; continue monitoring for transaction scale changes or related‑party proposals .
- No related‑party transactions requiring approval in FY2025; no hedging/pledging exceptions disclosed for Dietrich .
Overall, Dietrich enhances Kennametal’s board financial oversight and industrial discipline, with transparent handling of potential interlocks and conventional director compensation/ownership structures that underpin investor confidence .