Joseph Alvarado
KENNAMETALAbout Joseph Alvarado
Joseph Alvarado, 73, has served as an independent director of Kennametal since 2018. He is a retired Chairman, President and CEO of Commercial Metals Company (CMC) and is designated an “audit committee financial expert.” He holds an MBA from Cornell University’s Johnson School and a BA in Economics from the University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Metals Company (CMC) | Chairman of the Board | 2013–Jan 2018 | Led governance and strategy at global metals manufacturer |
| Commercial Metals Company (CMC) | President & CEO | Sept 2011–Jan 2018 | Drove operations and capital allocation |
| Commercial Metals Company (CMC) | President & COO | Apr 2011–Sept 2011 | Operational leadership |
| Commercial Metals Company (CMC) | EVP & COO | Apr 2010–Apr 2011 | Transition leadership pre-CEO |
| Wingate Partners; The Edgewater Funds | Operating Partner | — | Private equity operating expertise |
| U.S. Steel Tubular Products, Inc. | President | — | Division leadership at U.S. Steel |
| Lone Star Technologies, Inc. | President & COO | — | Metals manufacturing operations |
| Ispat North America, Inc. | VP, Long Products Sales & Marketing | — | Commercial leadership |
| Birmingham Steel Company | EVP, Commercial | — | Commercial strategy |
| Inland Steel Bar Company | President | — | Business unit leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcosa, Inc. | Director | Current | — |
| PNC Financial Services Group, Inc. | Director | Current | — |
| Trinseo, S.A. | Director | Current | — |
Board Governance
- Committee assignments: Compensation and Human Capital Committee member; Nominating/Corporate Governance Committee Chair .
- Independence: The Nominating/Corporate Governance Committee reviewed potential relationships and determined Alvarado is independent; no transactions or relationships were noted for him .
- Attendance and engagement: Each director attended at least 75% of Board/committee meetings in FY2025; Board met 14 times; Audit 9; Compensation & Human Capital 5; Nominating/Corporate Governance 5. All directors then serving attended the October 2024 Annual Meeting .
- Expertise: Designated “audit committee financial expert” and brings CEO, global manufacturing, and corporate finance experience .
- Board structure and policies: Declassified board with one-year terms; majority voting; separate CEO and independent Chairman; double‑trigger vesting for change‑in‑control under the 2024 Stock & Incentive Plan .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard for all non-employee directors |
| Nominating/Corporate Governance Committee Chair fee | $10,000 | Chair retainer |
| Total cash paid (FY2025) | $95,000 | As reported in director compensation table |
| All other compensation | $69.60 | Company-paid life insurance premium |
| Election of fee form | — | Directors may elect cash, shares, or deferred stock credits for fees |
Performance Compensation
| Equity grant terms | Detail |
|---|---|
| Grant date | August 15, 2024 |
| Award type | RSUs or deferred stock credits (director election) |
| Grant date fair value | $144,998 (rounded per policy to $145,000 annual equity grant) |
| Vesting | One-third per year over three years beginning on first anniversary of grant date |
| Dividend equivalents | Paid on unvested RSUs; non-preferential; credited on deferred stock credits; non-preferential |
| Deferral features | RSUs may be electively deferred into deferred stock credits; minimum deferral three years |
| Director equity award limit | $500,000 in Company stock per year; overall non-employee director compensation limit $850,000 per year |
| Change-in-control vesting | Double-trigger (CIC plus termination) required for accelerated vesting under the 2024 Stock & Incentive Plan |
| Performance metrics tied to director equity | Status |
|---|---|
| Performance conditions | None disclosed; director awards are time-based RSUs |
| Clawback/recoupment policy | Company maintains rigorous recoupment and anti-hedging/pledging governance policies |
Other Directorships & Interlocks
| Director role | Potential interlocks/conflicts considered | Committee finding |
|---|---|---|
| Kennametal Board (Independent Director) | None for Joseph Alvarado | Independent; no material relationships |
Expertise & Qualifications
- Metals industry operator and former public company CEO with global manufacturing experience; adds strategic, operational, and industry perspective to Kennametal’s board .
- Audit committee financial expert designation; deep familiarity with financial reporting and accounting matters .
- Public company board experience across industrials and financials (Arcosa, PNC Financial Services Group, Trinseo) supporting governance breadth .
Equity Ownership
| Measure (as of Aug 15, 2025) | Amount | Notes |
|---|---|---|
| Beneficial ownership – common stock | 29,604 | Sole voting/investment power unless noted |
| Deferred stock credits | — | None for Alvarado |
| RSUs counted toward guidelines | 12,625 | RSUs count toward ownership guidelines, not beneficial totals |
| Total ownership for internal guidelines | 42,229 | Includes RSUs/PSUs for guideline purposes |
| Ownership as % of shares outstanding | <1% | No individual director >1% |
| Aggregate unvested RSUs outstanding (FY-end) | 11,293 | From supplemental director equity table |
| Aggregate stock options outstanding (FY-end) | — | No options listed for Alvarado |
| Director stock ownership guideline | ≥5x annual retainer; compliance window 5 years from becoming subject to policy |
Governance Assessment
- Strengths: Independent status with no related-party transactions; chairs the Nominating/Corporate Governance Committee, reinforcing board refresh, independence, and conflicts oversight; designated financial expert; high equity component with time-based vesting and 5x retainer stock ownership guideline supports alignment .
- Compensation mix: Cash ($95k) plus equity (~$145k) indicates balanced cash/equity with modest perquisites; no meeting fees; director equity capped to prevent excess awards; dividend equivalents are non-preferential, reducing pay-abuse risk .
- Risk controls: Company maintains recoupment, insider trading, and anti-hedging/pledging policies; pledging requires GC exception with demonstrated capacity to repay; CIC vesting is double-trigger—shareholder-friendly structure .
- Watch items: Retirement-age policy (no nominations ≥75 absent special circumstances) implies potential board transition as Alvarado approaches policy threshold; monitor succession and committee chair continuity .
- Overall: Governance signals are constructive—independence affirmed, strong committee leadership, clear equity alignment, and robust policies; no conflicts or attendance concerns disclosed for Alvarado in FY2025 .