Lorraine M. Martin
KENNAMETALAbout Lorraine M. Martin
Lorraine M. Martin (age 63) is an independent director of Kennametal Inc. (KMT) and has served on the Board since 2018. She is President & CEO of the National Safety Council (since June 2019), and previously held senior leadership roles at Lockheed Martin, including EVP & Deputy of Rotary and Mission Systems and EVP & GM of the F‑35 Lightning II program; earlier, she served as a U.S. Air Force officer. She holds an M.S. in Computer Science (Boston University) and a B.A. in Computational Mathematics (DePauw University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin | EVP & Deputy, Rotary and Mission Systems; EVP & GM, F‑35 Program | Joined 1988; retired executive | Led F‑35 program recognized by the Pentagon for reducing program costs while increasing production and fielding more aircraft worldwide . |
| U.S. Air Force | Officer | Not disclosed | Leadership roles on software‑intensive technology and development programs . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| National Safety Council | President & CEO (director) | June 2019 | Non‑profit safety organization . |
| IperionX Limited | Director; Independent Lead Director | Director since 2021; Lead Director since Mar 2025 | Developer of sustainable critical materials supply chains . |
| Pegasus Springs Foundation | Co‑founder & President | Not disclosed | Nonprofit focused on education and mentoring . |
Board Governance
- Independence and conflicts: The Board determined Ms. Martin is independent. The only relationship considered was a membership relationship between Kennametal and the National Safety Council, which was deemed immaterial .
- Committee service: Member, Compensation and Human Capital Committee (CHC) .
- CHC composition (FY2025): Cindy Davis (Chair), Joseph Alvarado, William J. Harvey, Lorraine M. Martin .
- Attendance: Each director attended at least 75% of Board and committee meetings during FY2025 .
- Board/committee meetings (FY2025): Board 14; Audit 9; Compensation & Human Capital 5; Nominating/Corporate Governance 5 .
- Elections and structure: Declassified Board (one‑year terms), majority voting standard for directors, independent Chairman (roles of CEO and Chair separated). Independent directors meet in executive session at each regularly scheduled Board meeting .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging by directors without prior approval; exceptions to pledging only with demonstrated capacity to repay without resorting to pledged stock .
Fixed Compensation (Director)
| Component (FY2025) | Amount |
|---|---|
| Annual cash retainer | $85,000 |
| Committee chair/member fees | None (only chairs receive additional retainers; Ms. Martin is not a chair) |
| All other compensation (life insurance premium) | $69.60 |
Notes:
- Standard committee chair additional retainers (for context): Audit Chair $18,000; CHC Chair $15,000; N/CG Chair $10,000 .
- Directors receive no additional compensation for general committee membership beyond standard director fees and equity awards .
Performance Compensation (Director Equity)
| Grant/Status | Detail |
|---|---|
| Annual equity grant (FY2025 cycle) | $145,000 grant‑date fair value in RSUs or deferred stock credits, granted Aug 15, 2024 . |
| Vesting | RSUs vest one‑third per year over three years beginning on first anniversary of grant . |
| Dividend equivalents | Paid on unvested RSUs; non‑preferential . |
| Unvested RSUs outstanding (6/30/2025) | 11,293 units . |
Note: Non‑employee director equity is time‑vested (RSUs/deferred stock credits); no performance‑vested director awards or performance metrics are disclosed for directors .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Related Party |
|---|---|---|---|
| IperionX Limited | Public | Director; Lead Independent Director (since Mar 2025) | No KMT transaction disclosed . |
| National Safety Council | Non‑profit | President & CEO; Director | Kennametal membership in NSC; deemed immaterial by N/CG Committee . |
Expertise & Qualifications
- Over 35 years’ aerospace industry and international manufacturing experience; deep technology, supply chain management, and strategic planning expertise .
- Current operating leadership (NSC President & CEO) and prior government/military experience (U.S. Air Force) strengthen risk, safety and mission‑critical program oversight .
- Board skills matrix and biographies emphasize corporate governance/ESG, operations/production, and public company board experience across the Board; Ms. Martin is listed as an independent director and current/recent executive .
Equity Ownership
| Measure (as of Aug 15, 2025) | Amount |
|---|---|
| Beneficial ownership – common shares | 43,069 |
| Restricted Stock Units (unvested) | 12,625 |
| Total ownership (internal calculation per company) | 55,694 |
| Stock ownership guidelines (directors) | 5x annual retainer within 5 years of becoming subject to policy |
| Hedging/pledging | Prohibited without prior approval; exceptions to pledging only with GC approval and demonstrable repayment capacity |
Note: Ownership guidelines count shares owned outright, vested/unvested RSUs, and deferred stock credits toward compliance; unearned PSUs are excluded .
Governance Assessment
- Board effectiveness and independence: Ms. Martin is a long‑tenured independent director (since 2018) with CHC membership, bringing substantial aerospace, technology, and supply chain leadership—useful for KMT’s manufacturing and industrial end‑markets .
- Alignment and incentives: Director pay leans toward equity ($145k RSUs annually, time‑vested), plus cash retainer ($85k), with meaningful stock ownership guidelines (5x retainer), supporting alignment but without performance‑vested director equity—which is standard market practice .
- Conflicts/related‑party review: The only relationship identified—Kennametal’s membership in NSC—was deemed immaterial; the Board reaffirmed her independence. Anti‑hedging and pledging policies and annual conflict questionnaires further mitigate risk .
- Engagement/attendance: All directors met the ≥75% attendance threshold in FY2025; CHC met five times, and the Board met 14 times—indicating active oversight. Independent directors hold executive sessions at each regularly scheduled meeting .
- Shareholder confidence signals: Majority voting for directors, declassified board, and strong 2024 Say‑on‑Pay support (~99% approval) collectively indicate a shareholder‑responsive governance posture .
RED FLAGS: None disclosed specific to Ms. Martin. The NSC membership tie was reviewed and deemed immaterial; no related‑party transactions, hedging/pledging, or attendance issues were disclosed for her .