Michelle Keating - Vice President, Secretary and General Counsel | KENNAMETAL (KMT) Executive Profile & Compensation

About Michelle Keating

Michelle R. Keating, 49, is Vice President, Secretary and General Counsel of Kennametal Inc. (KMT), serving in this role since December 2016 after successive legal leadership roles at the company since 2011 . Company performance context: in fiscal 2025 Kennametal reported Net Income of $98.7 million and Adjusted EBITDA of $299.5 million; the value of a hypothetical $100 shareholder investment reached $267.12 versus $232.08 in 2024 (peer group value $267.12), framing the pay-for-performance backdrop for executive incentives . Keating is a frequent signatory for KMT’s SEC filings, reflecting her corporate secretary responsibilities .

Past Roles

Organization	Role	Years	Strategic Impact
Kennametal Inc.	Vice President, Secretary and General Counsel	Dec 2016–present	Chief legal officer and corporate secretary overseeing governance and disclosure
Kennametal Inc.	Vice President, Secretary and Interim General Counsel	Jul 2016–Dec 2016	Transitional leadership of legal function
Kennametal Inc.	Vice President, Associate General Counsel & Assistant Secretary	Mar 2016–Jul 2016	Deputy legal leadership and corporate secretary support
Kennametal Inc.	Assistant General Counsel & Assistant Secretary	Aug 2011–Feb 2016	Legal counsel for corporate matters and board support

Fixed Compensation

Multi-year compensation (Summary Compensation Table):

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	414,047	416,164	425,528
Stock Awards ($, grant-date fair value)	485,493	506,278	608,652
Non-Equity Incentive Plan (AIP) Paid ($)	225,686	201,007	162,544
All Other Compensation ($)	38,042	39,546	38,342
Total Compensation ($)	1,163,268	1,162,995	1,235,066

FY 2025 AIP details (Corporate NEO design and payout):

Item	Value
AIP Target (% of Base)	60%
AIP Target ($)	$257,189
Actual AIP Earned ($)	$162,544
Total AIP as % of Base Salary	37.9%

FY 2025 base salary increases: Committee approved +3.0% for Keating in July 2025; FY 2026 base salary adjustment +5.0% effective for planning purposes .

Performance Compensation

AIP design (FY 2025 – Corporate NEOs):

Metric	Goal Setting	Weight
Kennametal Revenue	Two 6‑month periods	20%
Kennametal Adjusted EBITDA	Two 6‑month periods	50%
Kennametal PWCPS (quality/service)	Annual	30%
ESG Goals	Annual	Modifier ±10%

LTI program and vesting mechanics:

Award Type	FY 2025 Weighting	Metric/Design	Vesting
PSUs	60% of target LTI	Annual Adjusted ROIC tranches; 3‑year average Adjusted EBITDA Margin tranche	Earned after full 3‑year period (no payouts until after 3 years)
RSUs	40% of target LTI	Time-based	Vests 1/3 annually on grant date anniversaries over 3 years

PSU results (2013‑style award structure applied to FY 2023 grant set) for the 2023 PSU cycle:

Component	Period	Actual Performance	Payout Multiple
Adjusted ROIC (2/3 weighting)	FY 2023	7.8%	125.0%
Adjusted ROIC (2/3 weighting)	FY 2024	7.6%	67.3%
Adjusted ROIC (2/3 weighting)	FY 2025	6.8%	81.1%
3‑year Avg Adjusted EBITDA Margin (1/3)	FY 2023–FY 2025	15.3%	92.4%
Total PSU Payout (weighted)	FY 2023–FY 2025	—	91.5% of target

2025 Grants of Plan-Based Awards (Keating):

Grant/Plan Element	Grant Date	Threshold	Target	Maximum	Shares/Units	Grant-Date Fair Value ($)
AIP (cash)	—	$115,735	$257,189	$565,816	—	—
PSUs (ROIC tranche for FY 2024/2023 cycles)	7/29/2024	2,684	5,367	10,734	Shares	$137,127
RSUs (time-based)	8/15/2024	—	—	—	10,288	$257,200
PSUs (FY 2025 cycle: ROIC year 1 + 3‑yr EBITDA Margin)	8/15/2024	4,287	8,573	17,146	Shares	$214,325

Stock vested and tax withholding (FY 2025):

Item	Shares	Value ($)
Shares acquired on vesting	11,081	297,107
Shares surrendered for withholding	3,379	90,531

Outstanding equity awards at FY-end 2025 (market value at $22.96/share):

Grant Date	Type	Not Vested (#)	Market Value ($)
8/15/2022	Stock Award (a)	2,592	59,512
8/15/2022	Stock Award (b)	10,678	245,167
8/15/2023	Stock Award (a)	5,551	127,451
8/15/2023	Stock Award (b)	4,118	94,549
8/15/2024	Stock Award (a)	10,288	236,212
8/15/2024	Stock Award (b)	2,780	63,829
Totals (Stock Awards)	—	36,007	826,721
Equity Incentive Plan Awards (unearned units)	—	18,942	434,908

Notes:

Market values use closing price $22.96 on June 30, 2025 .
Kennametal granted no stock options in FY 2025 .

Equity Ownership & Alignment

As of August 15, 2025:

Category	Shares/Units
Beneficial ownership (common stock)	49,222
PSUs deemed earned (subject to service condition)	6,899
RSUs outstanding (no voting/investment power)	21,624
Total ownership (for internal guideline purposes)	77,745
Ownership % of shares outstanding	<1% (no individual >1%)

Stock ownership guidelines are in place; employees have five years to reach required holdings (specific multiples not disclosed) .
No pledging or hedging disclosures identified for Keating; none disclosed in the cited materials.

Employment Terms

Potential payments upon termination or change in control (values at June 30, 2025):

Scenario	Severance ($)	Restricted Units ($)	Performance Units ($)	Health & Welfare ($)	Total ($)
Involuntary (Not for Cause) – Non‑CIC	428,649	—	—	—	428,649
Death	—	423,176	593,286	—	1,016,462
Disability	—	423,176	593,286	—	1,016,462
Retirement	—	—	—	—	—
Change in Control (Double Trigger: involuntary not for Cause or Good Reason)	1,371,677	423,176	593,286	49,186	2,437,325

Executive employment agreements utilize double-trigger CIC protections; severance equals 2× base salary and 2× target bonus upon CIC (subject to 280G cut-back), and 12 months of base salary for non‑CIC involuntary termination .
Clawback policy adopted in FY 2024 per NYSE/SEC rules; Board may recoup bonus/equity gains upon material restatement or misconduct, and may cease payments for restrictive covenant breaches .
Restrictive covenants (non-compete/confidentiality) incorporated in employment agreements; durations not disclosed .

Nonqualified deferred compensation (Kennametal Restoration Plan, FY 2025):

Executive Contributions ($)	Company Contributions ($)	Aggregate Earnings ($)	Withdrawals/Distributions ($)	Aggregate Balance ($)
8,511	16,518	—	—	208,075

Perquisites and other benefits (FY 2025):

Item	Amount ($)
Thrift Plus Plan contributions	20,774
Restoration Plan contributions	16,518
Company-provided life insurance (imputed income)	1,051
Total “All Other Compensation”	38,342

Investment Implications

Incentive alignment: Keating’s pay mix is equity-heavy with PSUs (60%) tied to Adjusted ROIC and 3‑year Adjusted EBITDA Margin, and RSUs (40%) vesting over three years, which supports long-term value creation continuity; FY 2023 PSU cycle paid at 91.5% of target, indicating moderate performance realization .
Near-term selling pressure: FY 2025 showed 11,081 shares vested and 3,379 surrendered for taxes; with 36,007 time-based units not yet vested and 18,942 unearned incentive units outstanding, scheduled annual RSU vesting could add mechanical supply around anniversary dates .
Retention risk: FY 2025 AIP payout was 37.9% of base salary (low versus target 60%), partially offset by ongoing LTI; CIC double-trigger economics total ~$2.44 million (including accelerated equity), reducing transition frictions but not indicating undue golden parachute risk (no gross-up disclosed) .
Governance/controls: Pay Governance serves as independent compensation consultant; clawback policy aligned to SEC/NYSE mandates; stock ownership guidelines in place, with Keating’s total ownership counted for guideline purposes at 77,745 units/shares (<1% of outstanding) .