Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b), (c) and (e).
On April 29, 2019,
Kewaunee Scientific Corporation (the Company) announced the appointment of Donald T. Gardner III as our Vice President of Finance, Chief Financial Officer, Secretary and Treasurer. Mr. Gardner will also serve as the Companys
principal accounting officer. Thomas D. Hull III will no longer serve in the offices to which Mr. Gardner has been appointed, but will continue as the Companys President and Chief Executive Officer. Prior to joining the Company,
Mr. Gardner had been the Vice President, Financial Planning & Analysis of Victra, a leading exclusive premium retailer for Verizon and a portfolio company of private equity firm Lone Star Funds, since November 2017. Mr. Gardner
was the Chief Financial Officer of Component Sourcing International, a provider of global sourcing solutions to manufacturers and a portfolio company of Argosy Private Equity, from August 2017 to November 2017. From January 2017 to June 2017,
Mr. Gardner was Vice President and Treasurer of Dollar Express Stores, LLC, a
operator of discount retail stores, which was sold to Dollar General in November 2017; he served as Director,
Financial Planning & Analysis of that company from March 2016 to January 2017. Mr. Gardner was Group Director, Finance and Internal Reporting for ATI Specialty Materials, a subsidiary of Allegheny Technologies Incorporated and a world
leader in the production of nickel-based superalloys, titanium-based alloys, and specialty steels for the aerospace, oil and gas, and medical industries, from August 2014 to March 2016 and prior to that was Director, Financial Planning &
Analysis for ATI from February 2012 to August 2014. Mr. Gardner is 40 years of age.
Mr. Gardners compensation will be as
follows: starting annual base salary of $250,000; a potential bonus for the 2020 fiscal year under the Companys annual bonus program of 40% of base salary; participation in the Companys long-term equity compensation program at a rate of
40% of base salary; participation in the Companys deferred compensation program; a signing bonus in the amount of $15,000; relocation financial assistance; and participation in our health and welfare benefits plans and retirement savings
plans. This summary does not purport to be complete and is subject to and qualified in its entirety by reference to Mr. Gardners offer letter, which is filed as Exhibit 10.1 to this report on Form
and incorporated herein by reference.
The Company has also entered into a Change of Control
Employment Agreement with Mr. Gardner (the Agreement). This Agreement provides for the payment of compensation and benefits in the event of termination of Mr. Gardners employment within three years following a Change of
Control of the Company, as defined in the Agreement. If Mr. Gardners employment is so terminated he will receive compensation if the termination of his employment was by the Company or its successor without cause, or by Mr. Gardner
for good reason, as defined in the Agreement. Upon such a termination of employment within two years following a Change of Control, the Company or its successor will be required to make, in addition to unpaid ordinary compensation and a
cash payment for certain benefits, a
cash payment equal to two times Mr. Gardners annual compensation. Upon a termination of employment occurring
after the second anniversary, but within three years, of the date of the Change of Control, in addition to unpaid ordinary compensation and a
cash payment for certain benefits, Mr. Gardner will
be entitled to a
payment equal to his annual compensation. This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.2 to this report on Form
and incorporated herein by reference.
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