Kenneth Krueger
DOUGLAS DYNAMICSAbout Kenneth W. Krueger
Independent director at Douglas Dynamics (NYSE: PLOW), age 68, serving on the Board since 2011 with deep finance and operations leadership at industrial manufacturers. He is designated an “audit committee financial expert” and is currently Chairman of The Manitowoc Company and an Audit Committee Chair at Albany International, indicating strong governance and financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bucyrus International, Inc. | Chief Operating Officer | May 2006–Aug 2009 | Oversaw global mining equipment operations |
| Bucyrus International, Inc. | Executive Vice President | Dec 2005–May 2006 | Senior leadership transition to COO |
| A. O. Smith Corporation | Senior VP & Chief Financial Officer | Aug 2000–Jun 2005 | Led finance at global water heater manufacturer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Manitowoc Company, Inc. | Chairman | Mar 2016–present | Previously Interim Chairman, President & CEO (Oct 2015–Mar 2016); earlier Director and Audit Committee Chair (2004–Oct 2015) |
| Albany International Corp. | Director | Dec 2016–present | Chairman of Audit Committee; member of Governance Committee |
Board Governance
- Independence: Board affirmed Mr. Krueger is independent under NYSE standards .
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance; not Chair (Audit Chair: Akolawala; Compensation Chair: Bacus; Nominating Chair: Dano) .
- Audit expertise: Board determined Mr. Krueger is an “audit committee financial expert” .
- Attendance: Board held 9 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; annual meeting attendance by all directors .
- Lead Independent Director: Sturdivant since 2023; executive sessions presided by LID .
- Related party transactions: None >$120,000 involving directors or officers since Dec 31, 2023 .
- Say-on-pay context: 2024 advisory vote received >97% approval (supports overall governance credibility) .
Fixed Compensation (Director)
| Component | Policy/Structure | 2024 Actual for Krueger |
|---|---|---|
| Annual cash retainer | $75,000 cash for all outside directors | $83,448 fees earned/paid in cash |
| Lead Independent Director retainer | +$25,000 cash (if applicable) | Not applicable (Krueger is not LID) |
| Committee Chair retainers | Audit +$15,000; Compensation +$12,500; Nominating +$10,000 | Not applicable (not a chair) |
Performance Compensation (Director)
| Component | Grant Structure | 2024 Actual for Krueger |
|---|---|---|
| Equity retainer (RSUs) | $110,000 fully vested RSUs granted annually | Stock awards fair value $101,893; 4,142 RSUs granted |
- Performance metrics: None for non-employee director RSUs (fully vested upon grant) .
- Anti-hedging: Directors prohibited from hedging or monetization transactions in company stock (alignment protection) .
Other Directorships & Interlocks
| Company | Relationship to PLOW | Potential Interlock/Conflict Notes |
|---|---|---|
| The Manitowoc Company, Inc. | Unrelated capital goods manufacturer | No related party transactions disclosed with PLOW |
| Albany International Corp. | Unrelated advanced textiles/materials company | No related party transactions disclosed with PLOW |
Expertise & Qualifications
- Financial oversight: Former CFO (A. O. Smith); Audit Committee Chair experience; designated audit committee financial expert .
- Industrial operations: COO and EVP roles at Bucyrus International; manufacturing leadership background .
- Governance: Chair roles at external boards; service on governance committee at Albany International .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Kenneth W. Krueger | 40,007 | ~0.17% (40,007 / 23,098,441) | Denoted as less than 1% in proxy |
- Ownership guidelines: Non‑employee directors must hold stock equal to 3x cash portion of annual retainer (i.e., 3 × $75,000) .
- Compliance: Company states all executive officers and non‑employee directors have met or have time remaining to meet guidelines .
- Pledging/Hedging: Hedging prohibited; no pledging disclosures noted, and no related party transactions reported .
Governance Assessment
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Strengths:
- Independent director with substantial finance and operations expertise; designated financial expert enhances Audit Committee effectiveness .
- Broad committee participation (Audit, Compensation, Nominating & Governance) supports board coverage and oversight .
- High shareholder support for executive pay and presence of clawback and anti-hedging policies signal robust governance controls .
- No related-party transactions or reported conflicts; Section 16 compliance note shows no delinquency attributed to Krueger .
-
Watch items (not currently red flags):
- External leadership load (Chair of Manitowoc; director at Albany) increases time demands, but board limits allow up to four outside boards; Krueger remains within policy .
- Director equity awards are time-based and fully vested; while standard for directors, they lack performance conditions—rely on ownership guidelines and anti-hedging to align interests .
-
Implications for investors:
- Krueger’s audit expertise and multi-committee involvement are positives for oversight quality, particularly on financial risk and compensation governance .
- Absence of conflicts and adherence to ownership guidelines support alignment and board credibility .