Sagar A. Patel

About Sagar A. Patel

Sagar A. Patel, age 59, has served on Kennametal’s Board since 2016 and is an independent director; he currently sits on the Audit and Nominating/Corporate Governance Committees. Patel is a retired Group President, Engine Systems at Woodward, Inc. (2021–Oct 2022) and since Oct 2022 has been self‑employed consulting in Aerospace & Defense M&A; he holds an M.S. in Electrical Engineering (University of Pittsburgh) and a B.S. in Controls & Instrumentation Engineering (Gujarat University). He is identified in KMT’s 2025 proxy with “Other Directorships: Ronin Equity Partners.” His qualifications emphasize more than 30 years of experience across aerospace, transportation, and energy, with strengths in advanced manufacturing, global operations, and strategic growth.

Past Roles

External Roles

Board Governance

• Independence: Board affirms all non‑employee directors (including Patel) are independent under NYSE and SEC standards; immaterial commercial relationships between Kennametal and Woodward were considered and did not compromise independence in 2022 and 2023.
• Committee assignments:
  • 2023: Audit Committee member.
  • 2024: Audit and Nominating/Corporate Governance Committees.
  • 2025: Audit and Nominating/Corporate Governance Committees.
• Attendance and engagement:
  • FY2022: Board held 6 meetings; Audit 8; Compensation 5; Nominating/Governance 5; all directors attended at least 75% of Board and committee meetings and attended the Annual Meeting (Oct 2021).
  • FY2023: Board held 7 meetings; Audit 8; Compensation 5; Nominating/Governance 6; all directors attended at least 75% and attended the Annual Meeting (Oct 2022).
• Board leadership: In FY2024, independent Chairman William M. Lambert led executive sessions and served as liaison; policy emphasizes strong independent leadership.

Fixed Compensation

Program‑level structure (non‑employee directors):

Individual (Sagar A. Patel) – actual compensation:

Mix (indicative):

• FY2025 cash vs equity: $85,000 vs $145,000 (~37% cash / ~63% equity), plus immaterial perquisite.
• Committee determined no changes to director compensation for FY2025 after external review.

Performance Compensation

Directors do not receive performance‑based cash bonuses; equity is time‑vested RSUs or deferred stock credits.

Other Directorships & Interlocks

Expertise & Qualifications

• 30+ years in aerospace, transportation, energy; advanced manufacturing innovation and global operations expertise; strategic growth experience.
• Degrees: Master’s in Electrical Engineering (University of Pittsburgh); Bachelor’s in Controls & Instrumentation Engineering (Gujarat University).
• Leadership roles at Woodward and GE; regional economic development leadership (RAEDC Chair); Illinois Governor’s Innovation Advisory Council.

Equity Ownership

Ownership by year (as reported in proxies; includes elements used for stock ownership guideline calculations):

Supplemental (unvested/deferred units at FY2025 year‑end):

Stock Ownership Guidelines:

• Directors required to maintain equity valued at ≥5x annual retainer within five years of becoming subject to the policy; counts stock credits, PSUs and RSUs for internal guideline compliance calculations. Individual compliance status not specifically disclosed.

Governance Assessment

• Independence and conflicts: Board repeatedly affirmed Patel’s independence; historical commercial relationships involving Woodward were reviewed and deemed immaterial, with no related‑party transactions disclosed impacting independence. This supports investor confidence in impartial oversight.
• Committee effectiveness: Patel’s Audit Committee service since at least 2023 and addition to Nominating/Corporate Governance by 2024/2025 indicates involvement in financial oversight and governance processes; committee charters emphasize annual self‑evaluations and independence standards.
• Attendance and engagement: Board‑level disclosures show robust meeting cadence and minimum attendance thresholds met by all directors; Annual Meeting attendance in consecutive years suggests engagement with shareholders.
• Compensation alignment: Non‑employee director pay skews to equity (~63%) with time‑based vesting and no preferential dividends; program reviewed by independent consultant with strict caps ($500k equity limit; $850k total compensation cap). This structure aligns director incentives with shareholder value without pay‑for‑performance distortions common for executives.
• Equity ownership: Patel’s reported ownership (beneficial + stock credits) increased from 34,720 (2023) to 48,344 (2025), consistent with guideline framework; individual % remains <1%, typical for non‑employee directors.

RED FLAGS

• None disclosed regarding related‑party transactions, hedging/pledging, tax gross‑ups, or attendance shortfalls; independence affirmations explicitly addressed immaterial supplier relationships with Woodward.
• Monitoring point: External roles at Ronin Equity Partners and Jeh Aerospace are disclosed; continued oversight is appropriate if Kennametal were to enter transactions with these entities, though no such dealings are disclosed.

Overall, Patel’s profile reflects a seasoned operator with relevant industry domain expertise, consistent committee service in Audit and Governance, and a conservative director pay/ownership design reviewed against peers—factors supportive of board effectiveness and investor confidence.