Shelley Bausch
KENNAMETALAbout Shelley Bausch
Shelley Bausch is an independent director of Kennametal Inc., appointed effective May 1, 2025; she serves on the Audit Committee and was age 60 at appointment. She is the recently retired President, Global Industrial Coatings at Axalta, with prior senior roles at Carlisle Companies (Asia Pacific and Fluid Technologies), PPG (Industrial Coatings, 2014–2017), and 25 years at Dow Corning; she holds a B.S. in Business Administration from Alma College and an MBA from the University of Michigan–Flint. She is nominated for re‑election at the 2025 Annual Meeting to a one‑year term expiring in 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axalta Coating Systems | President, Global Industrial Coatings; previously SVP Global Industrial Coatings | President since 2024; SVP since 2021; retired in 2025 | Led Industrial Coatings businesses (energy solutions, coil, wood, general industrial, powder), expanded into new markets |
| Carlisle Companies Inc. | Led Asia Pacific region and Fluid Technologies BU | Prior to Axalta (dates not specified) | Oversaw engineered products across multiple end markets |
| PPG Industries | Led Industrial Coatings business | 2014–2017 | Industrial Coatings leadership |
| Dow Corning Corporation | Senior management and commercial roles (including Shanghai) | 25 years | Global commercial and operational leadership |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| GATX Corporation | Director | Since 2023 | Audit Committee; Governance Committee |
| Kraton Corporation | Director | 2017–2022 | Not specified in KMT proxy |
Board Governance
- Committee assignment: Audit Committee member; not identified as Audit Committee financial expert (Dietrich and Sternlieb, and Wunning prior to retirement, are designated).
- Independence: Nominating/Corporate Governance Committee determined Bausch is independent; no related person transactions or material relationships were identified.
- Attendance: Each director serving in FY2025 attended at least 75% of Board and committee meetings during their tenure; FY2025 meetings were Board (14), Audit (9), Compensation & Human Capital (5), Nominating/Corporate Governance (5).
- Election/term: Declassified Board (one‑year terms); majority voting standard without cumulative voting; Bausch nominated for re‑election with term expiring 2026.
- Leadership structure: Separate CEO and independent Chairman; executive sessions held for non‑management directors under independent Chair.
- Indemnification: Will enter into standard Indemnification Agreement providing advancement of expenses; excludes willful misconduct or recklessness.
- Related‑party oversight: Board/Nominating & Corporate Governance Committee review and monitor related person transactions; none disclosed for Bausch.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned in Cash | $14,165 | Actual paid for partial FY2025 service beginning May 1, 2025 |
| Annual Cash Retainer (program) | $85,000 | Standard for all non‑employee directors (not necessarily pro‑rated in table) |
| Committee Chair Fees (program) | Audit Chair: $18,000; CHC Chair: $15,000; N/CG Chair: $10,000 | Bausch is not a chair; amounts reflect program design |
| Non‑Executive Chairman Retainer (program) | $100,000 | Program design |
| Perquisites | $69.6 | Company‑paid life insurance premium; all non‑employee directors receive $50,000 of life insurance coverage (no tax gross‑ups) |
Performance Compensation
| Grant/Instrument | Grant Date | Grant Date Fair Value | Vesting Terms | Dividend Equivalents |
|---|---|---|---|---|
| RSUs or Deferred Stock Credits (program) | Aug 15, 2024 | $145,000 for each non‑employee director (round to next whole share) | RSUs vest one‑third per year over three years beginning on first anniversary; deferred stock credits not paid until third anniversary | Dividend equivalents paid on unvested RSUs and credited quarterly on deferred stock credits; not preferential |
| Bausch — RSUs/Deferred Credits (actual) | FY2025 | $24,167 | Reflects partial‑year award; vesting per program terms | Dividend equivalents per program |
| Aggregate Unvested Restricted Stock Units Outstanding (Bausch) | As of FY2025 year‑end | 1,773.564 units | Deferred into stock credits; minimum three‑year deferral from grant date | Per plan |
- Director equity award limits: Directors’ equity award limit of $500,000 per year (in company stock); overall non‑employee director compensation limit $850,000 per year (equity, cash fees, cash awards). April 29, 2025 review by Pay Governance recommended no changes to director compensation for FY2025.
Other Directorships & Interlocks
| Company | Relationship to KMT | Interlock/Conflict Notes |
|---|---|---|
| GATX Corporation | Unrelated | No KMT‑GATX related‑party transactions disclosed; Bausch independent at KMT |
| Kraton Corporation (2017–2022) | Prior directorship | No current conflict disclosed |
Expertise & Qualifications
- Deep industrial manufacturing and coatings expertise; operational, commercial excellence; strategic execution; P&L leadership; international experience (Shanghai).
- Audit Committee service experience at GATX (Audit and Governance committees).
- Education: B.S. in Business Administration (summa cum laude), Alma College; MBA, University of Michigan–Flint.
- Not designated as an “audit committee financial expert” at KMT per proxy.
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common Stock (beneficial ownership) | 0 | As of Aug 15, 2025 |
| Stock Credits (deferred) | 8,672 | Counts toward ownership guidelines |
| Performance Unit Awards (earned, service condition) | 0 | Not applicable to directors |
| Restricted Stock Units (RSUs) | 0 | RSUs outstanding shown separately in supplemental table; unvested deferred RSUs reflected below |
| Aggregate Unvested Restricted Stock Units (deferred credits) | 1,773.564 | Subject to minimum three‑year deferral |
| Ownership Guidelines | 5x annual cash retainer within five years | Directors must maintain equity valued at ≥ five times annual retainer; counts include stock credits and RSUs (unearned PSUs excluded) |
- Hedging/pledging policy: Directors and their family members are prohibited from hedging or pledging KMT securities without prior approval from the General Counsel; limited exception for non‑margin loan pledges with demonstrated repayment capacity.
Governance Assessment
- Board effectiveness: Bausch adds relevant industrial and operational expertise; serves on Audit Committee, supporting financial oversight; independence affirmed; attendance threshold met during her tenure.
- Alignment: Director pay emphasizes equity ($145k annual equity grant program; Bausch’s partial‑year $24,167), with robust stock ownership guidelines (5x retainer in five years) and non‑preferential dividend equivalents; perquisites minimal ($50k life insurance).
- Conflicts/related party: No Item 404 related‑party transactions for Bausch; independence review found no material relationships; policies require Board/N/CG oversight of any related‑person transactions and prohibit hedging/pledging without approval.
- RED FLAGS: None disclosed—no related‑party exposure, no hedging/pledging exceptions noted, and strong governance structure (declassified board, majority voting, independent Chair).