William M. Lambert
KENNAMETALAbout William M. Lambert
William M. Lambert (age 67) has served on Kennametal’s Board since 2016 and has been the independent Chairman of the Board since November 1, 2023. He is a retired President and CEO of MSA Safety (2008–May 2018), an NACD Fellow, and holds a B.S. in Mechanical Engineering from Penn State and a master’s in Industrial Administration from Carnegie Mellon. The proxy identifies him as an “audit committee financial expert,” underscoring finance and accounting fluency .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSA Safety Incorporated | President & CEO | 2008–May 2018 | Led global manufacturing company |
| MSA Safety Incorporated | Chairman of the Board | May 2015–May 2020 | Board leadership; governance oversight |
| Kennametal Inc. | Chairman of the Board | Nov 1, 2023–present | Independent liaison; presides over executive sessions |
| EQT Corporation | Director | Nov 2018–Jul 2019 | Energy industry exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSA Safety Incorporated | Director | 2007–present | Ongoing board service; prior Chair 2015–2020 |
| National Association of Corporate Directors (NACD) | Fellow | N/A | Advanced governance credentials |
| EQT Corporation | Director (prior) | Nov 2018–Jul 2019 | Prior board experience |
Board Governance
- Independence: The Nominating/Corporate Governance Committee and the Board determined Mr. Lambert is independent; no material relationships or related-party transactions were identified for him .
- Committee assignments: As independent Chairman, Lambert sets agendas, presides over executive sessions, and serves as liaison between non-management directors and the CEO. He is not listed as a member of Audit, Compensation and Human Capital, or Nominating/Corporate Governance committees in FY25 .
- Attendance: In FY25, each director attended at least 75% of Board and committee meetings; the Board held 14 meetings and committees met Audit (9), Compensation and Human Capital (5), and Nominating/Corporate Governance (5) times. All directors attended the October 2024 Annual Meeting .
- Governance practices: Declassified board, majority voting, separation of CEO and Chair, independent committees, annual self-evaluations, stock ownership guidelines, and policies prohibiting hedging/pledging absent GC-approved exceptions .
Fixed Compensation (Director)
| Component | FY2025 Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $85,000 | Standard non-employee director retainer |
| Additional Cash Retainer (Independent Chairman) | $100,000 | Applies to non-executive Chair or Lead Director |
| Fees Earned or Paid in Cash (Lambert total) | $185,000 | Sum of retainers consistent with Chair role |
| All Other Compensation | $69.6 | Company-paid life insurance premium |
| Total Director Compensation (Lambert) | $330,070 | Includes equity grant shown below |
Program notes:
- No meeting fees; chair premiums are fixed retainers (Audit $18k; CHC $15k; N/CG $10k for chairs) .
- Life insurance coverage of $50,000 provided to all non-employee directors; premiums are not tax grossed-up .
Performance Compensation (Director)
| Award Type | Grant Date | Grant Value | Vesting | Dividends/Deferral |
|---|---|---|---|---|
| RSUs (Annual) | Aug 15, 2024 | $144,998 | Vests one-third per year starting first anniversary | Dividend equivalents paid (non-preferential); directors may elect to defer RSUs into deferred stock credits with minimum 3-year deferral |
- Equity award limits: Directors’ annual equity award capped at $500,000; total non-employee director compensation (cash + equity) capped at $850,000 per year under the 2024 Plan .
Other Directorships & Interlocks
| Company | Relationship to KMT | Note |
|---|---|---|
| MSA Safety Incorporated | Other public company directorship | Current board; former Chair. No KMT-related transaction disclosed for Lambert |
| EQT Corporation | Prior public company directorship | No KMT-related transaction disclosed |
- Independence review (June–July 2025) found no material relationships for Lambert; some other directors had immaterial commercial relationships reviewed (e.g., Minerals Technologies, Enerpac, NSC membership), but not Lambert .
Expertise & Qualifications
- Audit committee financial expert designation; extensive experience in business strategy, product development, marketing, finance; led a global manufacturing company .
- Education: B.S. Mechanical Engineering (Penn State); M.S. Industrial Administration (Carnegie Mellon) .
- Governance leadership: Independent Chairman responsibilities include setting agendas, presiding over executive sessions, feedback to CEO, and involvement in CEO performance evaluation alongside CHC Chair .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership – Common Stock | 84,477 shares | Includes sole voting/investment power unless noted |
| Options Exercisable within 60 Days | 14,000 shares | Included in beneficial ownership per SEC rules |
| RSUs (Unvested held) | 12,625 units | Not counted in beneficial ownership totals but included for guideline purposes |
| Aggregate Unvested RSUs Outstanding (supplemental) | 11,293 units | FY-end RSUs from director compensation supplemental table |
| Aggregate Stock Options Outstanding (supplemental) | 14,000 shares | Legacy options still outstanding |
| Total Ownership (Company’s combined view) | 97,102 shares | Includes RSUs for internal guideline tracking |
Stock Ownership Guidelines:
- Directors must hold equity worth at least 5x the annual retainer within five years of becoming subject to the policy .
- Policy prohibits hedging and pledging of company stock without GC-approved exception demonstrating capacity to repay without pledged shares .
Governance Assessment
- Board effectiveness: Lambert’s independent Chair role strengthens oversight and shareholder alignment, with regular executive sessions and agenda setting independent of management . His “audit committee financial expert” designation adds financial rigor at the board level .
- Independence and conflicts: Annual conflicts review confirmed Lambert’s independence with no related-party transactions; KMT’s governance documents mandate disclosure and recusal on conflicts, with committee independence across Audit/CHC/N/CG .
- Engagement and attendance: FY25 Board and committee cadence indicates active oversight; all directors met the ≥75% attendance threshold and attended the 2024 Annual Meeting, supporting engagement expectations under KMT’s guidelines .
- Compensation alignment: Director pay mix balances fixed retainer and time-based equity with conservative limits ($500k equity cap; $850k total cap). RSU vesting over three years and stock ownership guidelines (5x retainer) promote long-term alignment. No preferential dividends; no tax gross-ups on director life insurance premiums .
- Risk indicators and red flags:
- Related-party transactions: None for Lambert (clean independence review) .
- Hedging/pledging: Prohibited absent GC-approved exception; presence of an exception mechanism is a potential governance sensitivity if ever used, but no such instance disclosed for Lambert .
- Attendance/engagement: Meets policy thresholds; no low-attendance flags .
- Option repricing/underwater modifications: Not disclosed for directors; equity is primarily RSUs; supplemental shows legacy options outstanding, with no FY25 grants .
- Compensation governance: Director compensation was externally benchmarked by independent consultant Pay Governance in April 2025; committee recommended no changes for FY25, indicating discipline and peer-aware practices .
Overall signal: Lambert’s independent Chair role, clean independence review, and long-tenured, manufacturing-oriented leadership background enhance investor confidence in board oversight and alignment. No conflicts or compensation anomalies disclosed; equity ownership and guideline structure support long-term orientation .