Paul Sternlieb

About Paul Sternlieb

Paul Sternlieb (age 53) is an independent director of Kennametal Inc. since 2023 and serves on the Audit Committee, where the Board has determined he qualifies as an “audit committee financial expert.” He is President & CEO and a director of Enerpac Tool Group (since October 2021), with prior senior roles at JBT Corporation (EVP & President, Protein, 2017–2021), Illinois Tool Works (Group President, Global Cooking Equipment, 2014–2017), Danaher (VP & GM, 2011–2014), H.J. Heinz (senior marketing/strategy) and McKinsey & Company (Engagement Manager). He holds dual bachelor’s degrees in Economics and Computer Science from the University of Pennsylvania and an MBA from Wharton (Palmer Scholar) .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Sternlieb’s independence in FY2025. The committee reviewed immaterial commercial relationships between Enerpac Tool Group and Kennametal (Kennametal as supplier), concluding they do not compromise independence .
• Committee assignment: Audit Committee member; Audit Committee chaired by Steven H. Wunning in FY2025; Sternlieb designated an “audit committee financial expert” by SEC definition .
• Attendance and engagement: Each director attended at least 75% of Board and committee meetings in FY2025; directors attended the October 2024 Annual Meeting .
• Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting, led by the independent Chairman .
• Related party transactions: No related party transactions requiring disclosure or approval in FY2025 .
• Governance practices: Majority voting, declassified board (one-year terms), separate Chair/CEO, strong ownership guidelines, prohibitions on hedging/pledging absent GC-approved exceptions .

Fixed Compensation (Director)

• Vesting: RSUs vest one-third per year over three years beginning on first anniversary of grant; deferred stock credits have minimum deferral of three years .
• Equity award limits: Director equity capped at $500,000 per year; overall non-employee director comp capped at $850,000 per year under 2024 Stock & Incentive Plan .

Performance Compensation (Director)

Kennametal does not use performance-based equity or cash metrics for non-employee directors; compensation comprises fixed cash retainers and time-vested RSUs/deferred stock credits (no PSUs/option awards disclosed for directors) .

Other Directorships & Interlocks

• Public company directorship: Enerpac Tool Group (CEO & Director) .
• Interlocks/Commercial ties: Enerpac–Kennametal commercial relationship (Kennametal as supplier) deemed immaterial in independence review .
• Committee interlocks: Company discloses no Compensation and Human Capital Committee interlocks or insider participation requiring disclosure .

Expertise & Qualifications

• Audit committee financial expert; financially literate under SEC rules .
• CEO experience and operational/international expertise; strategic growth and margin expansion track record in industrials .
• Public company board experience and corporate governance/finance skills per Board skills matrix .

Equity Ownership

• Ownership guidelines: Directors must hold equity worth ≥5x annual retainer within 5 years of becoming subject to policy; RSUs/deferred stock credits count, unearned PSUs do not .
• Hedging/pledging: Prohibited without GC-approved exceptions; pledging exceptions require capacity to repay without resort to stock .

Insider Trades (Form 4 – Sternlieb, KMT)

Note: Table summarizes representative transactions; additional RSU conversions between grant lots are detailed in the cited Form 4 filings .

Governance Assessment

• Strengths:

  • Independent director with deep industrial operating experience and current public-company CEO perspective; designated audit committee financial expert, enhancing financial oversight .
  • Strong director ownership framework (5x annual retainer within five years) and policy prohibitions on hedging/pledging; RSUs/deferred credits count toward compliance, aligning incentives .
  • Majority voting, declassified board, separate Chair/CEO, regular independent executive sessions – supportive of accountability .

• Potential risks and mitigants:

  • Interlock exposure: Sternlieb is CEO/director at Enerpac Tool Group, a commercial counterparty of Kennametal; independence reaffirmed with relationship deemed immaterial by the N/CG Committee (ongoing monitoring in place) .
  • No related-party transactions in FY2025 requiring disclosure, reducing conflict risk .
  • Committee role is limited to Audit; not a compensation committee member, reducing compensation interlock risk; company reports no CHC interlocks/insider participation .

• Director compensation mix signals:

  • Balanced cash ($85k) and time-vested equity ($145k) with modest perquisite; no performance metrics for directors, consistent with governance norms; chair premia apply only to committee chairs (not applicable to Sternlieb) .

• Attendance/engagement:

  • Board expects ≥75% attendance; FY2025 compliance disclosed; independent directors meet at each regular meeting in executive session, supporting robust oversight .

Overall, Sternlieb’s audit expertise and current CEO experience are positives for investor confidence; the Enerpac commercial tie is a watch item but presently classified as immaterial with independence maintained .