DEF 14A of Kennametal Inc, Sep 12, 2023

DEF 14A of Kennametal Inc

Filed Sep 12, 2023 · FY20230001193125-23-233097

Open on EDGAR

  1. Board Nominees

    Board Nominees

  2. Board Nominees

    | | | Director Since (1) | | | Committee Memberships | | | Other Public Company Boards | | Name | Age | | Occupation | Independent | AC | CHC | N/CG | | | Joseph Alvarado | 71 | 2018 | Board of Directors, Arcosa, Inc., PNC Financial Services Group, Inc. and Trinseo, S.A. | Yes | — | ✘ | ✘ | Arcosa, Inc.; PNC Financial Services Group, Inc.; Trinseo, S.A. | | Cindy L. Davis | 61 | 2012 | Board of Directors, Brinker International, Inc. and Deckers Outdoor Corporation | Yes | — | Chair | ✘ | Brinker International, Inc.; Deckers Outdoor Corporation | | William J. Harvey | 72 | 2011 | Board of Directors, Bridgestone Americas, Inc., Origin Materials, Inc., Huber Engineered Woods LLC and Clean Chemistry, Inc. | Yes | — | ✘ | Chair | Origin Materials, Inc. | | William M. Lambert | 65 | 2016 | Board of Directors, MSA Safety, Inc. | Yes | Chair | — | — | MSA Safety, Inc. | | Lorraine M. Martin | 61 | 2018 | President and CEO, National Safety Council | Yes | — | ✘ | — | IperionX Limited | | Sagar A. Patel | 57 | 2016 | Consultant, Aerospace & Defense industry | Yes | ✘ | — | — | — | | Christopher Rossi | 59 | 2017 | President and Chief Executive Officer (“CEO”), Kennametal Inc. | No | — | — | — | Terex Corporation | | Paul Sternlieb | 50 | 2023 | President and CEO and member of the Board of Directors, Enerpac Tool Group | Yes | ✘ | — | — | Enerpac Tool Group | | Lawrence W. Stranghoener | 69 | 2003 | Chairman of the Board, Kennametal Inc. | Yes | — | — | — | — | | Steven H. Wunning | 72 | 2005 | Board of Directors, Summit Materials, Inc. | Yes | ✘ | — | ✘ | Summit Materials, Inc. |

  3. Board Nominees

    | (1) References are to calendar years. |

  4. Board Nominees

    | AC | Audit Committee |

  5. Board Nominees

    | CHC | Compensation and Human Capital Committee |

  6. Board Nominees

    | N/CG | Nominating/Corporate Governance Committee |

  7. Board Nominees

    | • | Attendance: In Fiscal 2023, each of our director nominees serving on the Board attended at least 75% of the Board and committee meetings on which he or she sat during his or her tenure as a director. In Fiscal 2023, Mr. Sternlieb was elected to the Kennametal Inc. Board, effective January 1, 2023. On February 1, 2023 Mr. Sternlieb was appointed to serve on the Audit Committee. At the same time, Ms. Martin moved from the Audit Committee to the Compensation and Human Capital Committee. |

  8. Board Nominees

    | • | Director Elections: Directors are elected by a majority of votes cast; meaning that the number of votes cast “for” such director nominee must exceed the number of votes cast “against” such nominee in order for a director to be elected. |

  9. Board Nominees

    | ii | | KENNAMETAL INC. 2023 Proxy Statement |

  10. Director Skills and Experience Matrix

    Director Skills and Experience Matrix

  11. Director Skills and Experience Matrix

    | | | | | | | | | | | | | SKILLS / EXPERIENCE | | | | | | | | | | | | CEO Experience | ✘ | | | ✘ | | | ✘ | ✘ | ✘ | | | Corporate Finance (public company) | ✘ | | | ✘ | | | ✘ | ✘ | ✘ | ✘ | | Corporate Governance / Corporate Responsibility | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | | Current or Recent Executive Experience | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | Diversity | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | Environmental / Health / Safety | ✘ | | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | | Government / Military | ✘ | | ✘ | ✘ | ✘ | ✘ | ✘ | | ✘ | ✘ | | Industry / Manufacturing Knowledge | ✘ | | ✘ | ✘ | | ✘ | ✘ | ✘ | ✘ | ✘ | | International | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | Legal – Transactions | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | Operations Production | ✘ | | ✘ | ✘ | ✘ | ✘ | ✘ | | ✘ | ✘ | | Public Company Board Experience | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | Risk Management | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | Sales and Marketing | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | Strategic Planning | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | Technology / Engineering | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | ✘ | | ✘ | ✘ |

  12. Director Skills and Experience Matrix

    | 8 | | KENNAMETAL INC. 2023 Proxy Statement |

  13. Director Skills and Experience Matrix

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES. |

  14. Director Skills and Experience Matrix

    We have provided additional information about each nominee and each director whose term of office will continue after the Annual Meeting below, if elected, including the specific characteristics and traits that we believe qualify these individuals to serve as directors of our Company.

  15. Director Skills and Experience Matrix

    | Joseph Alvarado Age: 71 Director since: 2018 Independent Committee Memberships: Compensation and Human Capital Nominating / Corporate Governance Other Directorships: Arcosa, Inc. PNC Financial Services Group, Inc. Trinseo, S.A. | Mr. Alvarado is the former Chairman, President and CEO of Commercial Metals Company (“CMC”), a global manufacturer, recycler and marketer of steel and other metals. He joined CMC in April 2010 as Executive Vice President and Chief Operating Officer (“COO”) and became President and COO in April 2011. He was named President and CEO and elected to CMC’s Board in September 2011; he served as Chairman of the Board from January 2013 until his retirement in January 2018. Before joining CMC, Mr. Alvarado was Operating Partner for Wingate Partners and The Edgewater Funds and, prior to that, he was the President of U.S. Steel Tubular Products, Inc., a division of United States Steel Corporation. Throughout his career, Mr. Alvarado served in various leadership and executive positions including President and COO of Lone Star Technologies, Inc., Vice President-Long Products Sales and Marketing for Ispat North America, Inc., Executive Vice President, Commercial at Birmingham Steel Company, and President of Inland Steel Bar Company. Mr. Alvarado has an MBA from the Johnson School, Cornell University and a Bachelor of Arts degree in Economics from the University of Notre Dame. | | | Qualifications: Mr. Alvarado is a strong leader with significant experience in managing global businesses. With his extensive knowledge of the metals industry and years of experience in manufacturing, he understands the challenges and opportunities facing Kennametal. He provides strategic insight and valuable perspective to our Board and is an “audit committee financial expert” based on his relevant experience with financial and accounting matters. |

  16. Director Skills and Experience Matrix

    | KENNAMETAL INC. 2023 Proxy Statement | | 9 |

  17. Director Skills and Experience Matrix

    | Cindy L. Davis Age: 61 Director since: 2012 Independent Committee Memberships: Compensation and Human Capital (Chair) Nominating / Corporate Governance Other Directorships: Brinker International, Inc. Deckers Outdoor Corporation | Ms. Davis is a retired Vice President of Nike, Inc., and retired President, Nike Golf, a global leading innovator in athletic footwear, apparel, equipment and accessories, positions she held from 2008 through January 2015. Ms. Davis joined Nike, Inc. in 2005 as General Manager, Nike Golf USA after holding a variety of marketing and executive positions for companies such as the Arnold Palmer Golf Company and The Golf Channel. She has served as a director on the Boards of Deckers Outdoor Corporation and Brinker International, Inc., since June 2018 and January 2019, respectively. She previously served on the Board of Directors of Buffalo Wild Wings, a casual dining restaurant and sports bar franchise, from January 2015 through February 2018. In 2021, Ms. Davis became senior advisor to The St. James, a privately held health and wellness company. She currently serves on the Board of Trustees for Furman University. Ms. Davis earned an MBA in Marketing and Finance at the University of Maryland, and a Bachelor of Arts degree in Economics at Furman University in Greenville, South Carolina. | | | Qualifications: Ms. Davis’ experience with brand strategy and global brands adds valued perspective to our Board. Her winning track record of driving innovation and profitable growth, globally, positions her as an excellent fit for our Board of Directors. Ms. Davis currently serves as Chair of our Compensation and Human Capital Committee. |

  18. Director Skills and Experience Matrix

    | William J. Harvey Age: 72 Director since: 2011 Independent Committee Memberships: Compensation and Human Capital Nominating / Corporate Governance (Chair) Other Directorships: Bridgestone Americas, Inc. Huber Engineered Woods LLC Origin Materials, Inc. Clean Chemistry, Inc. | Mr. Harvey is the retired President of DuPont Packaging & Industrial Polymers, a multi-billion-dollar global business unit of E.I. DuPont de Nemours & Company, a science and technology-based company, serving in that position from 2009 through 2015. Mr. Harvey joined DuPont in 1977 and left in 1992 to become General Manager of the Peroxygen Chemical Division of FMC Corporation, a diversified chemical company. He rejoined DuPont in 1996 as Global Business Director for DuPont Packaging & Industrial Polymers. Mr. Harvey held various management-level positions with DuPont including Vice President and General Manager of the DuPont Advanced Fiber businesses, Kevlar and Nomex Fibers, Vice President of DuPont Corporate Operations and Vice President of DuPont Corporate Plans. Mr. Harvey holds a Bachelor’s degree in Economics from Virginia Commonwealth University and a Master’s degree from the University of Virginia Darden Graduate School of Business. He is the former Vice-Chair of the Board of Trustees of Washington College where he served on the Executive Committee and chaired the Admissions and Financial Aid Committee. Mr. Harvey previously held Board of Trustees positions at the Darden School at the University of Virginia and Delaware State University. | | | Qualifications: Mr. Harvey brings to the Board keen strategic insight and commercial expertise. His wealth of global experience and business acumen make an excellent contribution to our Board. Mr. Harvey currently serves as Chair of our Nominating/Corporate Governance Committee. |

  19. Director Skills and Experience Matrix

    | 10 | | KENNAMETAL INC. 2023 Proxy Statement |

  20. Director Skills and Experience Matrix

    | William M. Lambert Age: 65 Director since: 2016 Independent Committee Memberships: Audit (Chair) Other Directorships: MSA Safety Incorporated | Mr. Lambert is a member of the Board of Directors of MSA Safety Incorporated (“MSA”), a global leader in the manufacture and supply of workplace safety products. He is the retired President and Chief Executive Officer of MSA, having served in this position from 2008 until May 2018. Mr. Lambert has been a director on MSA’s Board since 2007, holding the Chairman position from May 2015 through May 2020. He joined MSA in 1981 as a design engineer and over the years served the company in a variety of capacities of increasing responsibility. He previously served on the Board of Directors of EQT Corporation, a natural gas producer, from November 2018 through July 2019. Mr. Lambert has achieved “Fellow” status with the National Association of Corporate Directors (NACD). He holds a Bachelor’s degree in Mechanical Engineering from Penn State University and a Master’s degree in Industrial Administration from Carnegie Mellon University. | | | Qualifications: Mr. Lambert has extensive experience leading a global manufacturing company and he brings to the Board valuable knowledge in business strategy, product development, marketing and finance. He currently serves as Chair of our Audit Committee and is an “audit committee financial expert” based on his relevant experience with financial and accounting matters. |

  21. Director Skills and Experience Matrix

    | Lorraine M. Martin Age: 61 Director since: 2018 Independent Committee Memberships: Compensation and Human Capital Other Directorships: National Safety Council IperionX Limited | Ms. Martin is a director, President and CEO of the National Safety Council, serving in this position since June 2019. She is also co-founder and President of Pegasus Springs Foundation, a nonprofit organization focused on education and mentoring. In 2021, Ms. Martin was appointed to the Board of Directors of IperionX Limited, a developer of sustainable, critical material supply chains. Ms. Martin is the retired Executive Vice President and Deputy of Rotary and Mission Systems (RMS) for Lockheed Martin Corporation, a global aerospace, defense, security and advance technologies company. Prior to RMS, Ms. Martin was Executive Vice President and General Manager for the F-35 Lightning II Program for Lockheed Martin Aeronautics Company. Her leadership of the F-35 program earned Pentagon recognition for reducing program costs while increasing production and fielding more aircraft worldwide. She joined Lockheed Martin in 1988 and during her tenure, held a variety of high visibility leadership positions across the corporation. Prior to joining Lockheed Martin, she served as an officer in the U.S. Air Force, holding various leadership positions for software intensive technology and development programs. She has a Master of Science degree in Computer Science from Boston University and a Bachelor of Arts degree in Computational Mathematics from DePaul University. | | | Qualifications: Ms. Martin has over 35 years’ experience in the aerospace industry and is a proven leader in a variety of challenging roles. Her experience in international business and manufacturing is of significant value to Kennametal. She brings a unique perspective to our Board with her extensive knowledge of the aerospace industry, technology, supply chain management and strategic planning. |

  22. Director Skills and Experience Matrix

    | KENNAMETAL INC. 2023 Proxy Statement | | 11 |

  23. Director Skills and Experience Matrix

    | Sagar A. Patel Age: 57 Director since: 2016 Independent Committee Memberships: Audit | Mr. Patel is self-employed since October 2022, consulting in the area of Aerospace and Defense M&A projects. Mr. Patel is the retired Group President, Engine Systems for Woodward, Inc., a manufacturer and service provider of control solutions for the aerospace and industrial markets, a position he held from 2021 through October 2022. He joined Woodward, Inc. in June 2011 as President Aircraft Turbine Systems and in 2019 became the Business Unit President, Fuel Systems and Controls for Woodward. In January 2020 he became Business Unit President, Aerospace After market and Hydraulic Systems through 2021. Before joining Woodward, Mr. Patel worked at General Electric, where he last served as President, Mechanical Systems, GE Aviation in Cincinnati, Ohio. At GE’s Aviation and Transportation businesses, Mr. Patel held roles with increasing responsibilities in engineering, operations, services, and P&L management. Earlier in his career, he worked for a utility company in India for three years. Mr. Patel served as Chairman of the Rockford Area Economic Development Council (RAEDC) in Rockford, Illinois, in addition to serving on the Illinois Governor’s Innovation Advisory Council. Mr. Patel holds a Master’s degree in electrical engineering from the University of Pittsburgh and a Bachelor’s degree in Controls and Instrumentation Engineering from Gujarat University in India. | | | Qualifications: Mr. Patel has more than 30 years’ experience in the aerospace, transportation and energy industries, bringing to our Board extensive experience in product and advanced manufacturing innovation, global operations and strategic growth areas. |

  24. Director Skills and Experience Matrix

    | Christopher Rossi Age: 59 Director since: 2017 Non-Independent Other Directorships: Terex Corporation National Association of Manufacturers | Mr. Rossi is President and CEO and a member of the Board of Directors of Kennametal Inc., serving in these positions since August 2017. Prior to that, he was CEO of Dresser-Rand at Siemens Aktiengesellschaft, from September 2015 to May 2017. Dresser-Rand is part of the Siemens business, a leading global supplier of custom-engineered rotating equipment solutions for the oil, gas, petrochemical, power and process industries. Mr. Rossi held numerous leadership positions at Dresser-Rand including Executive Vice President of Global Operations, Vice President of Technology and Business Development, and Executive Vice President of Product Services Worldwide. He joined Dresser-Rand in 1987 and, throughout his career there, was responsible for the areas of Engineering, Production, Supply Chain Management, Sales and Business Development. He served as the company’s Vice President and General Manager of North American Operations, Vice President and General Manager of Painted Post Operation, and Vice President, Supply Chain Management Worldwide. In 2022, Mr. Rossi joined the Board of Directors of the National Association of Manufacturers, and he has served as a director on the Board of Terex Corporation since 2021. Mr. Rossi holds a Bachelor of Science degree in Mechanical Engineering from Virginia Tech and an MBA in Corporate Finance and Operations Management from the University of Rochester’s Simon School of Business. | | | Qualifications: Mr. Rossi has extensive experience leading and managing complex global manufacturing companies. His contributions to the Board reflect his deep knowledge of manufacturing, technology, and business strategy. Mr. Rossi’s keen business insight, experience and strong leadership skills prove valuable to Kennametal Inc. |

  25. Director Skills and Experience Matrix

    | 12 | | KENNAMETAL INC. 2023 Proxy Statement |

  26. Director Skills and Experience Matrix

    | Paul Sternlieb Age: 50 Director since: 2023 Independent Committee Memberships: Audit Other Directorships: Enerpac Tool Group | Mr. Sternlieb is the President & CEO and a member of the Board of Directors of Enerpac Tool Group, effective September 2021. Before joining Enerpac Tool Group, he served as EVP & President, Protein at JBT Corporation from 2017 to 2021. Prior to this, Mr. Sternlieb was Group President, Global Cooking Equipment within the Food Equipment Group segment of Illinois Tool Works from 2014 to 2017; and Vice President & General Manager with Danaher from 2011 to 2014, where he led a division within the industrial technologies segment. Prior to these roles, Mr. Sternlieb held senior marketing and strategy positions at H.J. Heinz, in both the US and Europe, and he was also an Engagement Manager with McKinsey & Company where he led marketing and growth strategy projects for clients in both the US and Europe. Mr. Sternlieb holds dual Bachelor’s degrees, in Economics and Computer Science, from the University of Pennsylvania. He received his MBA from the Wharton School, where he graduated as a Palmer Scholar. | | | Qualifications: Mr. Sternlieb brings extensive operational and international experience to the Board, as a sitting President and CEO of an industrial manufacturing company. He has an established record of using a systematic approach to delivering growth and margin expansion at industrial businesses. |

  27. Director Skills and Experience Matrix

    | Lawrence W. Stranghoener Age: 69 Director since: 2003 Chairman of the Board Independent | Mr. Stranghoener is Chairman of the Board of Directors for Kennametal Inc., serving in this position since July 1, 2018. Prior to that, he was the independent Lead Director of Kennametal’s Board from August 2017 to June 2018. Mr. Stranghoener is the retired Executive Vice President, Strategy and Business Development for Mosaic Company, a global crop nutrition company, a position he held from August 2014 until his retirement in January 2015. He served as Mosaic’s interim Chief Executive Officer from June 2014 to August 2014 and was Executive Vice President and Chief Financial Officer from September 2004 to June 2014. Before joining Mosaic, Mr. Stranghoener was the Executive Vice President and Chief Financial Officer of Thrivent Financial, a Fortune 500 financial services company. Prior to that, he spent 17 years at Honeywell Inc. where he held various positions in finance, including Vice President and Chief Financial Officer. He started his career as an Investment Analyst at Dain Rauscher. Mr. Stranghoener serves on the Board of Trustees for Goldman Sachs Trust II, and Goldman Sachs Exchange-Traded, Closed-End, and Interval Funds. He previously served on the Board of Aleris International from 2011 through 2020. He holds a Bachelor of Arts degree from St. Olaf College and an MBA from Northwestern University. | | | Qualifications: Mr. Stranghoener has extensive experience as a Chief Financial Officer for a variety of organizations. He brings strong leadership skills and a deep understanding of financial reporting and risk management to our Board. His knowledge of the financial and capital markets enables him to provide guidance and valuable insight to our Board and management. In his capacity as independent Chairman of the Board, he serves as the independent liaison between our management, our shareowners and the Board. |

  28. Director Skills and Experience Matrix

    | KENNAMETAL INC. 2023 Proxy Statement | | 13 |

  29. Director Skills and Experience Matrix

    | Steven H. Wunning Age: 72 Director since: 2005 Independent Committee Memberships: Audit Nominating / Corporate Governance Other Directorships: Summit Materials, Inc. | Mr. Wunning is the retired Group President and Executive Office member of Caterpillar Inc., a global manufacturer of construction, mining, and industrial equipment, having served in those positions from January 2004 to January 2015. In that capacity, he had administrative responsibility for the Resource Industries Group which included Advanced Components & Systems Division, Integrated Manufacturing Operations Division, Mining Products Division, Mining Sales & Marketing Division, and Product Development & Global Technology Division. Mr. Wunning joined Caterpillar in 1973 and served in positions of increasing responsibility, including Vice President and then President of Cat Logistics and Corporate Vice President of the Logistics & Product Services Division. He previously served as a director on the Boards of Neovia Logistics Services, LLC, from 2015 through 2020, and Black and Veatch Holding Company from 2004 through May 2022 and the Sherwin Williams Company from 2015 until April 2023. Mr. Wunning is a member of the Board of Trustees of the Missouri University of Science and Technology. He has a Bachelor of Science degree in Metallurgical Engineering from the University of Missouri at Rolla, now Missouri University of Science and Technology, and an Executive MBA from the University of Illinois. | | | Qualifications: Mr. Wunning has extensive operational and management experience in the areas of quality, manufacturing, product support and logistics for a complex, global organization. He understands the challenges of managing a global manufacturing organization and provides valuable insight and perspective to our Board with respect to operations, supply chain logistics and customer relations. Mr. Wunning is an “audit committee financial expert” based on his relevant experience with financial and accounting matters. |

  30. Director Skills and Experience Matrix

    | 14 | | KENNAMETAL INC. 2023 Proxy Statement |

  31. Board of Directors Compensation and Benefits

    Board of Directors Compensation and Benefits The Board has delegated primary responsibility for matters relating to compensation of our directors to the Nominating/Corporate Governance Committee. Because the Nominating/Corporate Governance Committee is also responsible for the recruitment of new directors and ensuring that the Board and committees are properly constituted, the Board believes that compensation matters relating to our directors should also reside with the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee, in consultation with the Board’s independent compensation consultant, Pay Governance, as appropriate, recommends the overall compensation structure for directors to the full Board for review and approval. Committee Review of Director Compensation The Nominating/Corporate Governance Committee determines appropriate levels of compensation for our non-employee directors by reviewing data from other publicly-traded companies and conferring with independent outside advisors as necessary, to obtain information on competitive director compensation practices and trends. The Committee uses this information to determine appropriate levels of non-employee director compensation. The Committee then makes recommendations regarding non-employee director compensation to the full Board for approval. In April 2023, the Nominating/Corporate Governance Committee commissioned a director compensation assessment that was conducted by the Compensation and Human Capital Committee’s independent consultant, Pay Governance. The consultant compared the Company’s director compensation levels and program practices to those of the Company’s peer group of 20 companies and a broader set of 151 general industrial companies of similar size to Kennametal. The consultant also advised the Committee of current trends and practices in director compensation, which include shareowner approval of equity award limits to directors. The consultant considered that the Company maintains a directors’ equity award limit of $500,000 in Company stock, which is contained in the 2020 Stock and Incentive Plan approved by the Company’s shareowners. The equity award limit prevents any individual non-employee director from receiving more than $500,000 in Company stock in any individual year. The 2020 Stock and Incentive Plan includes an overall limit of $850,000 per year for all non-employee director compensation, including equity, cash fees and cash awards. Based upon the assessment conducted by the compensation consultant, among other considerations, the Nominating/Corporate Governance Committee, at its April 21, 2023 committee meeting, recommended no changes in director compensation for Fiscal 2024 given the changes approved for Fiscal 2023.

  32. Board of Directors Compensation and Benefits

    | KENNAMETAL INC. 2023 Proxy Statement | | 29 |

  33. Board of Directors Compensation and Benefits

    Equity Ownership by Directors The Board believes that directors should hold meaningful equity ownership positions in the Company. Accordingly, a significant portion of overall director compensation is in the form of Company equity, as shown in the “Overview of Director Compensation” section below. Our Stock Ownership Guidelines require our directors to accumulate and maintain equity ownership in the Company having a value of no less than five times the annual retainer within five years of the date they become subject to the policy. Overview of Director Compensation We do not pay any additional cash compensation to management employees who serve as directors. In addition, no director who is employed by the Company may serve on any Board committee. Mr. Rossi, our President and CEO, is the only employee of the Company who serves as a director. Our non-employee directors receive a combination of cash and equity compensation for their services as a director or committee member as described below.

  34. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation The following table shows the actual compensation we paid to our non-employee directors for service on the Board and applicable committees in 2023. 2023 Non-Employee Director Compensation

  35. 2023 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Restricted Stock Unit Awards ($)(2)(3) | All Other Compensation ($)(4) | Total($) | | Joseph Alvarado | 85,000 | 144,995 | 69 | 230,064 | | Cindy L. Davis | 100,000 | 144,995 | 69 | 245,064 | | William J. Harvey | 95,000 | 144,995 | 69 | 240,064 | | William M. Lambert | 103,000 | 144,995 | 69 | 248,064 | | Lorraine M. Martin | 85,000 | 144,995 | 69 | 230,064 | | Sagar A. Patel | 85,000 | 144,995 | 69 | 230,064 | | Paul Sternlieb (5) | 42,500 | 72,507 | 69 | 115,076 | | Lawrence W. Stranghoener | 185,000 | 144,995 | 69 | 330,064 | | Steven H. Wunning | 85,000 | 144,995 | 69 | 230,064 |

  36. 2023 Non-Employee Director Compensation

    | (1) Our directors may elect to receive these fees in cash, in shares of our capital stock, or in deferred stock credits. |

  37. 2023 Non-Employee Director Compensation

    | KENNAMETAL INC. 2023 Proxy Statement | | 31 |

  38. 2023 Non-Employee Director Compensation

    | (2) On August 15, 2022, each non-employee director (other than Mr. Sternlieb) received a grant of RSUs with a grant date fair value of $144,995 or deferred stock credits amounting to $144,995 for those who elected to defer their restricted unit awards into deferred stock credits. Mr. Sternlieb received an initial grant of RSUs with a grant date fair value of $72,507 on January 15, 2023 upon his election to the Board. RSUs vest at a rate of one-third per year over a three-year period beginning on the first anniversary of the grant date. Deferred stock credits may not be paid until the third anniversary of the grant date. The aggregate number of equity awards held by each director as of June 30, 2023, is set forth below in the Supplemental Table to 2023 Non-Employee Director Compensation Table. The values set forth in this column are based on the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures). Please refer to Note 18 to the financial statements included in Kennametal’s Annual Report on Form 10-K for 2023 for a discussion of additional assumptions used in calculating grant date fair value. |

  39. 2023 Non-Employee Director Compensation

    | (3) We pay dividend equivalents on unvested RSUs during the restriction period, but the dividends are not preferential. For those directors who elected to defer their RSUs into deferred stock credits, their accounts are credited quarterly with dividend equivalents, but again, these are not preferential. |

  40. 2023 Non-Employee Director Compensation

    | (4) These amounts consist of premiums paid by the Company for life insurance. |

  41. 2023 Non-Employee Director Compensation

    | (5) Mr. Sternlieb was elected to the Board of January 1, 2023; his director compensation is stated accordingly. |

  42. 2023 Non-Employee Director Compensation

    Supplemental Table to 2023 Non-Employee Director Compensation Table

  43. 2023 Non-Employee Director Compensation

    | Name | Aggregate Stock Options Outstanding at Fiscal Year-End | Aggregate Unvested Restricted Stock Units Outstanding at Fiscal Year-End | Aggregate Deferred Unvested Restricted Stock Units Outstanding at Fiscal Year-End(1) | | Joseph Alvarado | | 8,932 | | | Cindy L. Davis | 14,000 | 8,932 | | | William J. Harvey | 21,000 | 8,932 | 2,741.140 | | William M. Lambert | 14,000 | 8,932 | | | Lorraine M. Martin | | 8,932 | | | Sagar A. Patel | | | 22,176.001 | | Paul Sternlieb | | 2,654 | | | Lawrence W. Stranghoener | 21,000 | | 102,848.841 | | Steven H. Wunning | 21,000 | 8,932 | 14,258.219 |

  44. 2023 Non-Employee Director Compensation

    | (1) Represents RSUs that were electively deferred by the Board member into deferred stock credits subject to a minimum deferral period of three years from the date of the grant. |

  45. 2023 Non-Employee Director Compensation

    | 32 | | KENNAMETAL INC. 2023 Proxy Statement |

  46. Changes to Executive Compensation Arrangements in Fiscal 2023

    Changes to Executive Compensation Arrangements in Fiscal 2023 At its June 2022 meeting, the Compensation and Human Capital Committee (the “Committee”) modified the NEO’s Annual Incentive Plan (“AIP”) metrics for Fiscal 2023 by reducing the individual component weighting from 30% to 20% and adding an environmental, social, and governance (“ESG”) component with a weighting of 10%. The ESG component is equally weighted between diversity and inclusion (“D&I”) and safety. More information on the ESG component is contained in the AIP section “2023 Executive Compensation Program.” No changes were made to the long-term incentive program (“LTIP”) for Fiscal 2023, reflecting a continuation of our practice to grant 60% of the target value of each executive’s long-term incentive opportunity as PSUs and 40% as RSUs.

  47. Executive Compensation Highlights for Fiscal 2023

    | • | Compensation is paid in a mix of base salary, annual cash-based incentives under our AIP, and equity-based long-term incentive awards. |

  48. Executive Compensation Highlights for Fiscal 2023

    | • | Annual cash-based incentive plan: “first half” and “second half” goal setting which provides the Committee with better insights into economic conditions which can impact our business either positively or negatively in rapid order. |

  49. Executive Compensation Highlights for Fiscal 2023

    | • | PSU plan: ROIC performance goals established annually for each fiscal year. No awards are paid until following the full three-year performance period. The Committee adopted this methodology to alleviate instances where rapidly changing economic conditions render performance goals unachievable early in the three-year performance period which can result in retention risks and even the need for separate retention awards. Adjusted ROIC performance goals and related payouts for Fiscal 2023 were approved by the Committee in July 2022. ROIC performance goals for Fiscal 2024 and Fiscal 2025 will be determined near the beginning of each of the subsequent fiscal years. The Committee approved the Average Adjusted EBITDA Margin goal and related payouts at its July 2022 meeting for the full three-year performance period. |

  50. Executive Compensation Highlights for Fiscal 2023

    | • | Payment of annual cash-based incentives under the AIP is based on achieving critical measures of Company performance, consistent with our pay-for-performance philosophy. Payments earned under the Fiscal 2023 AIP were based on four performance metrics: Adjusted EBITDA, PWCPS, ESG, and individual performance. Adjusted EBITDA and PWCPS both had two six-month performance periods, while ESG and individual performance were measured over the full fiscal year. No earned award is paid prior to the end of the fiscal year. |

  51. Executive Compensation Highlights for Fiscal 2023

    | • | Our equity-based long-term incentive program is intended to drive the achievement of critical long-term business objectives, align management’s interests with those of our shareowners and foster retention of key executives. In Fiscal 2023, 60% of the target value of each executive’s long-term incentive opportunity was granted as PSUs and 40% was granted as RSUs, all of which are settled in stock. RSUs continue to vest at the rate of one-third per year on each grant date anniversary over three years. |

  52. Executive Compensation Highlights for Fiscal 2023

    | • | Vesting of Fiscal 2023 PSUs is based on the attainment of an Adjusted ROIC financial performance goal (66.66% weight) and Average Adjusted EBITDA Margin (33.34% weight). PSUs are subject to an additional continuous service requirement, which provides that award recipients must remain employed by the Company through the payout date to receive the payout, which is three years after the grant date. For Fiscal 2023, only one-third of the Adjusted ROIC component of the FY2023-2025 PSU award will be reported in the subsequent tables following the Compensation and Human Capital Committee Report, as financial targets for remaining tranches will be set at or near the beginning of each subsequent fiscal year. Accordingly, only the Fiscal 2023 tranche for Adjusted ROIC performance is included as part of the grant under applicable disclosure rules in the tables below. The remaining tranches will be reported as separate grants when the applicable PSU targets are established. |

  53. Fiscal 2023 AIP

    Fiscal 2023 AIP

  54. Fiscal 2023 AIP

    | • | For Fiscal 2023 full year, including “first half” and “second half” performance, the Fiscal Year total payout for 12 months is 98.2% of target payout based on performance against our financial and ESG metrics, excluding the impact of achievement of the individual performance component for each executive, but reflecting the Committee’s negative discretion concerning the safety portion of ESG component. No payments were made at the end of the first six-month period. |

  55. Performance Stock Units

    Performance Stock Units

  56. Performance Stock Units

    | • | The first of three tranches of the 2023 PSUs, achieved Adjusted ROIC performance, at a 125% multiple of target PSUs awarded. Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2025. |

  57. Performance Stock Units

    | • | The second of three tranches of the 2022 PSUs, achieved Adjusted ROIC performance, at a 125% multiple of target PSUs awarded. The tranche tied to Average Adjusted EBITDA Margin is yet to be calculated for the three-year period ending June 30, 2024. |

  58. Performance Stock Units

    | • | The third of three tranches of the 2021 PSUs, as measured by Adjusted ROIC performance, was achieved at a 125% multiple of target. The cumulative total payout multiple was 105.5% for the combined three years of ROIC performance (fiscal years 2021, 2022, and 2023) and includes the application of the Relative TSR multiplier for fiscal years 2021 through 2023. |

  59. Executive Compensation Philosophy

    | • | Pay-for-Performance. Executive compensation should be tied to both individual performance and Company performance (annual through the AIP performance component and long-term through the grant values of the LTIP awards). |

  60. Executive Compensation Philosophy

    | • | Promote a Long-Term Perspective. Our compensation program should promote the long-term focus and strategic vision required for our future growth and success. |

  61. Executive Compensation Philosophy

    | • | Offer Competitive Compensation. We believe that highly-qualified and skilled executives can provide differentiation and a competitive advantage in the marketplace. Our objective is to offer compensation that is competitive with that offered by other companies that we compete with for talent. |

  62. Objectives of the Executive Compensation Program

    | • | Focus our executives’ attention on the attainment of significant business objectives that align with our business strategy and the creation of long-term shareowner value; |

  63. Relationship Between Pay and Performance

    | • | Whether performance goals have been set at appropriately challenging and achievable levels over the Reviewed Period; and |

  64. Relationship Between Pay and Performance

    | • | Whether the weighting assigned to each long-term incentive vehicle is weighted appropriately resulting in an acceptable amount of leverage. |

  65. Overall Design of the Executive Compensation Program

    | Compensation Component | Why We Provide it | How We Determine the Amount for Tenured Executives | What it is Intended to Reward | | Base Salary | • Consistent with competitive practice | • Salaries at approximately the median of manufacturing companies | • Individual performance and level of experience, expertise, and responsibility within the Company | | Annual Incentive Plan (AIP) | • To link pay and company performance over the fiscal year • To drive the achievement of annual business objectives • Consistent with competitive practice | • Awards are performance-based and calculated as a percentage of base salary: — Target award opportunities are determined on an individual basis for similar positions in peer group manufacturing and general industrial companies | • Annual Company financial performance, Company ESG performance, and individual performance | | Long-Term Incentives (includes restricted stock units and performance stock units) | • To link pay and company performance over multiple fiscal years • To drive the achievement of critical long-term business objectives • To align management’s interests with those of our shareowners • To foster the long-term retention of key executives • Consistent with competitive practice | • Total long-term incentive opportunity is determined on an individual basis based on the executive’s performance and career potential (internal and individual factors), and taking into account the long-term compensation paid to similar positions among peer group, manufacturing and general industrial companies • For Fiscal 2023, the total long-term incentive opportunity was allocated between PSUs (60%) and RSUs (40%) • PSU awards are performance based: — Target award opportunities are determined on an individual basis based on data for similar positions in peer group manufacturing and general industry companies | • Long-term Company performance and individual performance • PSUs—increased return on capital, improved profit margins and shareowner value and overall Company performance over the long-term • RSUs—increased shareowner value and long-term commitment to the Company | | Retirement Benefits | • Consistent with competitive practice | • Market practice and Company-specific circumstances | • To provide long-term financial security to executives who have demonstrated a long-term commitment to the Company |

  66. Overall Design of the Executive Compensation Program

    a deviation. For individual executives, compensation may also vary depending on the executive’s experience, responsibility and expertise, such person’s contribution to our business strategy and the market’s demand for such skills and talent. The foundation of our program is based on a system of benchmark market pricing. Each executive’s compensation is competitively benchmarked against executives in comparable positions in similar revenue-sized manufacturing and general industrial companies and, in some cases, against a peer group of companies. This benchmarking process as well as an internal assessment of the position’s internal value to the Company, scope and complexity of responsibilities generally defines a range of opportunities for base salary, annual incentives and long-term incentives. The pay ranges give the Committee flexibility to position individual compensation above or below market median levels depending on the individual’s job performance, professional qualifications, business experience, technical expertise and career potential.

  67. Factors that Influence Compensation

    | • | Individual Performance. All of our executives are evaluated against an annual performance plan. The performance plan is based on individual performance objectives that will further the goals of the executive’s business unit, if applicable, and the strategic goals of the Company. These objectives, which include both quantitative and qualitative goals, are reviewed and assessed periodically by the executive with the CEO and by the CEO with the Board. At the end of the fiscal year there is a comprehensive analysis of the executive’s actual performance vis-à-vis the individual’s performance plan, and that analysis is provided to the Committee for review. |

  68. Variable Compensation and Promotion of a Long-Term Perspective

    Variable Compensation and Promotion of a Long-Term Perspective We increase the variable component of compensation for our executives as they progress through our management levels and adjust the ratio of short-term to long-term compensation to promote accountability and a long-term perspective. We structure our executive compensation program so that the proportion of variable versus fixed compensation increases as the role and responsibility of the executive increases. We believe this is appropriate because the executives are best positioned to be able to affect the Company’s performance. Therefore, they should receive a substantial portion of their total compensation value in the form of long-term incentives that measure and reward Kennametal’s performance over a period of greater than one year. The table below illustrates that the actual percentage of variable pay relative to total compensation depends on the executive’s position within the Company. In general, the higher the executive’s position within the Company, the greater the proportion of variable pay that is linked to Company performance and stock

  69. Variable Compensation and Promotion of a Long-Term Perspective

    | 44 | | KENNAMETAL INC. 2023 Proxy Statement |

  70. Variable Compensation and Promotion of a Long-Term Perspective

    price. Similarly, as the executive rises to positions of greater responsibility within our Company, short-term compensation begins to decrease proportionately relative to long-term compensation which, in most cases, begins to represent a greater proportion of the executive’s total compensation. Accordingly, the decision to emphasize variable elements for these individuals results in a reduced emphasis of fixed elements of compensation. In some cases, the variances between short-term and long-term compensation may be related to length of tenure in the position or initial compensation package provided upon hiring. The following chart summarizes the breakout of fixed annualized salary versus target variable compensation and target variable short-term versus target variable long-term compensation for our NEOs at the end of Fiscal 2023.

  71. Variable Compensation and Promotion of a Long-Term Perspective

    | | Fixed vs. Target Variable Breakout | | Target Variable Breakout | | | Title | % of Annual Target Total Direct Compensation Fixed | % of Annual Target Total Direct Compensation Variable | % Short- Term Compensation | % Long- Term Compensation | | President and CEO | 15% | 85% | 20% | 80% | | Vice President and Chief Financial Officer | 38% | 62% | 37% | 63% | | Vice President and President, Infrastructure Segment | 28% | 72% | 29% | 71% | | Vice President and President, Metal Cutting Segment | 28% | 72% | 29% | 71% | | Vice President, Secretary and General Counsel | 35% | 65% | 30% | 70% |

  72. Variable Compensation and Promotion of a Long-Term Perspective

    Competitive Compensation

  73. Pay Positioning Relative to Market — Benchmarking

    Pay Positioning Relative to Market — Benchmarking When we make compensation decisions, we compare the compensation paid to our executive officers to the compensation paid to similarly-positioned executives at other companies within our industry or general manufacturing to gain a general understanding of current market compensation practices for these positions. Specifically, we benchmark total compensation levels and certain of the individual elements of our compensation packages (mainly base salary, AIP (together, “total cash compensation”) and long-term incentives (together with total cash compensation, “total direct compensation”)) to both published survey data of comparable companies and to a custom peer group of public companies within the manufacturing industry. Benchmark data is part of the external information we consider when designing and executing our compensation programs. The Committee’s independent compensation consultant assists the Committee in its benchmarking efforts, by collecting compensation data for our peer group companies from the most recently available annual proxy statement for each company. Pay Governance can also provide survey data representing industry-specific and general industrial companies included in the Willis Towers Watson Executive Compensation Database. In consultation with management, the consultant provides the Committee with the results of its benchmarking efforts on an annual basis. The benchmarking data helps us assess the competitiveness of our executives’ compensation compared to that of other executives at our peer companies and in the broader market. We also use the data to help ensure proper alignment between executive and shareowner interests, and to assess compensation versus Company performance.

  74. Pay Positioning Relative to Market — Benchmarking

    | KENNAMETAL INC. 2023 Proxy Statement | | 45 |

  75. Pay Positioning Relative to Market — Benchmarking

    When we evaluate our compensation structure, we compare the target range for total direct compensation, the mix of compensation components and the allocation of those components in our executives’ individual compensation packages against benchmark data. Each year we evaluate the target total cash compensation and target total direct compensation we provide to our executives against the benchmark data to determine whether our compensation structure accurately reflects our goal of providing compensation at approximately the median level within our peer group and industry. The Committee considers this information, along with data provided by the consultant, the Company and individual performance factors, when it sets compensation levels. Pay Governance annually reviews our peer group to ensure that the peer companies continue to be appropriate comparisons for performance purposes and for compensation purposes. The companies in our current peer group are included based on their alignment with the following selection criteria: comparable annual revenue, market capitalization, operational scope and organizational complexity. While some of the peers are smaller than we are, others are larger. Nevertheless, we include these companies to help us understand the effect, size and complexity have on compensation levels and designs. In Fiscal 2023, based on a comprehensive review and evaluation by Pay Governance, our peer group was updated for more appropriate comparisons in performance and compensation. A prior peer company (Colfax Corporation) split its industrial and medical devices business into two publicly-traded companies, and the stand-alone industrial business, ESAB Corporation, replaces Colfax Corporation. Additionally, in order to improve Kennametal’s relative positioning closer to the peer group medians for both revenue and market capitalization, Alamo Group, Carpenter Technologies and Franklin Electric were added to the peer group. As a result, effective February 2023, the following 20 companies comprised our peer group for compensation purposes:

  76. Pay Positioning Relative to Market — Benchmarking

    | • Alamo Group | • Graco Inc. | | • Altra Industrial Motion Corp. | • ITT Inc. | | • Barnes Group Inc. | • Lincoln Electric Holdings, Inc. | | • Carpenter Technologies | • Nordson Corporation | | • Crane Co. | • Simpson Manufacturing Co., Inc. | | • Curtiss-Wright Corporation | • SPX Corporation | | • EnPro Industries, Inc. | • The Timken Company | | • ESAB Corporation | • Watts Water Technologies, Inc. | | • Flowserve Corporation | • Woodward, Inc. | | • Franklin Electric | • Zurn Water Solutions Corporation |

  77. Pay Positioning Relative to Market — Benchmarking

    | Note: | The peer group used for calculating the Relative TSR portion of the PSU awards for grants made prior to fiscal 2022 is the S&P 400 Capital Goods Index companies approved at the time of the grant. |

  78. Role of the Compensation Consultant

    Role of the Compensation Consultant Pay Governance has been engaged by and serves as the Committee’s independent compensation consultant and provides no other services to the Company, outside of advising on compensation matters. The Committee annually reviews its retention of Pay Governance as its compensation consultant, as well as its performance in advising the Committee. Pay Governance provides the Committee with the objective information and expertise necessary to make informed decisions that are in the best long-term interests of our business and shareowners and also keeps the Committee informed as to compensation trends and regulatory developments affecting public companies in general and the manufacturing industry in particular. The Committee solicits advice and counsel from its consultant on all matters related to executive compensation design and delivery. Specifically, the compensation consultant is requested to provide, and delivers, the following types of services to the Committee:

  79. Role of the Compensation Consultant

    | • | Competitive data and benchmarking analytics for all components of pay for executive officers (including the CEO); |

  80. Role of the Compensation Consultant

    | KENNAMETAL INC. 2023 Proxy Statement | | 47 |

  81. Role of the Compensation Consultant

    | • | Equity dilution, value sharing, and performance assessment analyses relative to peers; |

  82. Role of the Compensation Consultant

    | • | Compensation program analysis, redesign considerations, and recommendations; |

  83. Role of the Compensation Consultant

    | • | Diagnostic assessments regarding the rigor of performance goals; |

  84. Role of the Compensation Consultant

    | • | Tax, accounting, regulatory, and other compensation-related education; |

  85. Role of the Compensation Consultant

    | • | Individual pay considerations for the CEO, as well as executive officer promotions and new hires; |

  86. Role of the Compensation Consultant

    | • | Competitive analysis of pay for other senior leaders; |

  87. Role of the Compensation Consultant

    | • | Review of compensation plan payouts for the CEO and executive officers; |

  88. Role of the Compensation Consultant

    | • | Assessment of risk regarding compensation policies and practices; |

  89. Role of the Compensation Consultant

    | • | Assessment of pay-for-performance alignment; and |

  90. Role of the Compensation Consultant

    | • | CD&A review and recommendations. |

  91. Role of the Compensation Consultant

    Pay Governance attends each of the Committee meetings and attends executive sessions at the request of the Committee. The compensation consultant also collaborates with our management team for purposes of meeting planning, program design and analysis and other logistics, but all executive compensation-related services performed by the consultants are ultimately at the direction of the Committee. The Committee reviews the fees and performance of Pay Governance each year and provides feedback to the consultant as necessary and provides a full report of its review to the Board. The Committee has the authority to terminate the relationship with Pay Governance at any point in time. Each year, the Committee reviews and determines the independence of its compensation consultant. When gauging the independence of an adviser, the Committee considers the following six factors, as required by the New York Stock Exchange and SEC rules and regulations:

  92. Role of the Compensation Consultant

    | • | If the adviser’s firm provides other services to the Company; |

  93. Role of the Compensation Consultant

    | • | The amount of fees received from the Company as a percentage of the total revenue of the adviser’s firm; |

  94. Role of the Compensation Consultant

    | • | Policies and procedures of the adviser’s firm designed to prevent conflicts of interest; |

  95. Role of the Compensation Consultant

    | • | Any business or personal relationship of the compensation consultant, counsel or other adviser with members of the compensation committee; |

  96. Role of the Compensation Consultant

    | • | Company stock owned by the adviser; and |

  97. Role of the Compensation Consultant

    | • | Any business or personal relationship between the adviser or the adviser’s firm and an executive officer of the Company. |

  98. Role of the Compensation Consultant

    Based on the Committee’s review of the factors above, it determined that its adviser, Pay Governance, is independent and free of conflicts of interest.

  99. AIP

    AIP Overview. The AIP is a formula-based, pay-for-performance annual cash incentive plan. The AIP is the main vehicle we use to reward participants for their contributions to strong annual business performance. The purpose of the AIP is to motivate participants to help the Company to achieve pre-established shorter-term financial and strategic goals, which are designed to create sustainable long-term shareowner value, and to reward participants to the extent the Company achieves those goals. All of our executives, our senior management team members, and other team members participate in the AIP. AIP Target Amounts. AIP target amounts are established for tenured executives based on a combination of individual factors and market-competitive data for similar jobs at other companies and are established as a percentage of base salary. Consistent with our executive compensation philosophy, individuals with greater job responsibilities have a greater proportion of their total cash compensation tied to Company performance through the AIP. Each year, the Committee sets AIP target amounts for our CEO and other executives based on recommendations from our management and the CEO (except with respect to his own target AIP) and its own evaluation of the competitiveness of each executive’s compensation package based on input from its compensation consultant. AIP Performance Goals. We link AIP opportunities directly with Company performance to maximize shareowner value. Each executive is assigned one or more performance goals at the beginning of the fiscal year, which are based upon the overall performance goals of the Company and which have been approved by the full Board as part of management’s overall financial and strategic plans. The Board approves the goals for overall Company performance based upon management’s financial and strategic plans. Once the Board has approved the overall performance goals for the Company, the Committee reviews and approves the AIP design and individual performance goals for the CEO, which may be based on one or more of the Company’s overall corporate performance goals and/or individual achievement goals. To ensure alignment with our shareowners’ interests, the Committee assigns the CEO both quantitative and qualitative performance goals based on current and forecasted industry conditions and that can significantly affect the growth or improvement of the Company or a business segment. For each of the other executives, the CEO sets individual performance goals considered to be achievable, but which require personal performance and stewardship above the plan levels for the coming year in order to receive above-target payouts. These individual goals may vary by executive.

  100. AIP

    | KENNAMETAL INC. 2023 Proxy Statement | | 49 |

  101. AIP

    Individual Performance. At its meeting following each fiscal year-end, the CEO reviews with the Committee each executive officer’s achievement of his/her performance goals for the previous year, and the Committee approves any corresponding amounts to be paid under the AIP. Regarding AIP determinations, the Committee considers the individual performance of the executive and the recommendations of the CEO (for all executives other than himself). The Committee has the discretion to adjust an executive’s calculated AIP award based on its assessment of the individual’s performance. 2023 AIP. The 2023 AIP design for NEOs was modified from the 2022 AIP design by reducing the individual component weighting from 30% to 20% and adding an ESG component with a weighting of 10%, split evenly between annual D&I and safety goals. Adjusted EBITDA and PWCPS remained at weightings of 50% and 20%, respectively. The Committee and management believe the use of adjusted EBITDA and PWCPS will help to focus team members on the successful execution of the simplification/modernization of manufacturing efforts at the Company. Adjusted EBITDA and PWCPS performance goals were set by the Committee for the two six-month increment periods of July 1, 2022 through December 31, 2022 and January 1, 2023 through June 30, 2023. The rationale for establishing financial performance goals on a half-year basis was to better align the goal setting process to the cyclicality and volatility of Company’s industry and its rapid impact on the Company’s operational and financial results. The Committee was concerned that establishing full-year financial performance goals could result in a plan that was either too challenging or not challenging enough given the timing of our fiscal year in relation to a number of factors including economic volatility, Eastern European conflict, China’s reopening following the global pandemic, inflation and supply chain issues, and the potential for an economic recession. The CEO’s individual performance goals were set and approved by the Committee and applied to the entire fiscal year. ESG annual goals were established as part of the Fiscal 2023 AIP, split evenly between D&I and safety goals. Three D&I goals and one safety goal were established. D&I focused on: (i) improvement in the number of women in leadership roles globally, (ii) improvement in the voluntary turnover rate for professional women globally and (iii) global D&I survey results. The safety goal focused on fatal and serious incidents (“FSI”) risks identified (along with mitigation action plans in place within 24 hours to address the identified risks) across 38 manufacturing locations. Payout calculations for the ESG component is calculated based upon the number of the goals achieved as shown in the tables below.

  102. AIP

    | Number of D&I Goals Achieved (improvement in metrics and survey results, weighted at 5%) | Payout | % AIP Target | | 0 of 3 | No payout | 0% | | 1 of 3 | Threshold (50%) | 2.5% | | 2 of 3 | Target (100%) | 5% | | 3 of 3 | Maximum (200%) | 10% |

  103. AIP

    | Safety Goal Achievement (identification of risk and placement of mitigation action plans, weighted at 5%) | Payout | % of AIP Payout | | Below goal | No payout | 0% | | At goal | Target (100%) | 5% | | Above goal | Maximum (200%) | 10% |

  104. AIP

    | 50 | | KENNAMETAL INC. 2023 Proxy Statement |

  105. AIP

    2023 Target AIP Amounts. For 2023, the weightings described above applied to the Committee approved target AIP amounts as a percentage of base salary for our NEOs at the following levels:

  106. AIP

    | Name | Target Annual Incentive Amount as a Percentage of Base Salary(1) | | Christopher Rossi | 120% | | Patrick Watson | 60% | | Franklin Cardenas | 75% | | Sanjay Chowbey | 75% | | Michelle Keating | 55% |

  107. AIP

    | (1) All NEO target bonus amounts are weighted 80% on the Company’s Corporate Performance goals (including financial performance goals and ESG performance goals) and 20% on individual strategic objectives. |

  108. AIP

    The following tables present the possible payouts under the AIP at different levels of performance relative to the target performance goals established for the year: 2023 Corporate Financial Performance Metrics.

  109. AIP

    | | Performance Range as a Percentage of Target | | | | | Metric | Below Threshold | Threshold | Target | Maximum | | Adjusted EBITDA | Less than 75% | 75% | 100% | 125% | | PWCPS | More than 110% | 110% | 100% | 90% | | Payout Range | 0% | 50% | 100% | 200% |

  110. AIP

    With respect to each of the corporate financial performance metrics, no AIP is awarded if actual performance is below the threshold for the performance goal and no payout is made in excess of 200% of the AIP target amount, regardless of the performance achieved. Under the terms of the AIP, the Committee makes the same adjustments that are made for non-recurring or unusual items in our financial results as reported to our shareowners in determining whether performance goals have been met. 2023 Corporate Financial Performance Goals. At the July 2022 meeting, the Board approved the following Corporate Financial Performance Goals for the Company for the July 1, 2022 through December 31, 2022 performance period: EBITDA of $150 million and PWCPS of 32.1%, which reflected the Company’s business plan for the first half of Fiscal 2023. At its January 2023 meeting, the Board established the following Corporate Financial Performance Goals for the Company for the January 1, 2023 through June 30, 2023 performance period: EBITDA of $192 million and PWCPS of 32.2%. At the time it set these respective goals, the Board considered the targets to be challenging for the Company, but achievable if the financial and strategic plans of the Company were well executed. These Corporate Financial Performance Goals were then adopted by the Committee as the target Corporate Financial Performance Goals under the Fiscal 2023 AIP. 2023 Corporate ESG Performance Goals. At the July 2022 meeting, the Board approved Corporate ESG Performance Goals with the following desired outcomes for the Company for the July 1, 2022 through June 30, 2023, performance period, reflecting an improvement in D&I metrics and identification of FSI risks: (i) the number of women in leadership roles globally to be ≥ 18.7%, (ii) the voluntary turnover for all professional women globally to be ≤ 9.4%, (iii) belonging score for women globally to be ≥ 68, and (iv) average 1.0 per month FSI risk identified across 38 global manufacturing locations. The Committee also retains the discretion to reduce payments for safety risks and occurrences, and ESG issues even if the performance goals are achieved.

  111. AIP

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  112. AIP

    2023 Individual Strategic Performance Goals for Mr. Rossi (President and CEO). Mr. Rossi’s individual strategic performance was based upon his achievement of the following strategic and operational goals and initiatives set by the Committee in July 2022 (weighted at 20% of target bonus opportunity): (i) environmental, health and safety; (ii) talent and culture; (iii) commercial excellence; (iv) operational excellence; and (v) technology and innovation. In defining the above individual strategic performance goals, the Committee considered them to be strategically important to the Company and its business plan, and sufficiently challenging, but achievable with strong leadership, concentrated effort and focus by Mr. Rossi. The Committee undertook a systematic evaluation of Mr. Rossi’s performance relative to the above defined individual strategic performance goals in determining his AIP award for Fiscal 2023. Based upon that systematic evaluation, the Committee approved Mr. Rossi’s AIP payout for Fiscal 2023, as described in the “2023 Financial Performance” section below. 2023 Individual Performance Goals for other NEOs. The 2023 individual strategic performance goals established for Messrs. Watson, Cardenas, Chowbey and Ms. Keating also were weighted at 20%. In July 2022, the following categories of strategic and operational goals and initiatives were considered by Mr. Rossi to set specific individual goals for Messrs. Watson, Cardenas, Chowbey and Ms. Keating: (i) environmental, health and safety; (ii) talent and culture; (iii) commercial excellence; (iv) operational excellence; and (v) technology and innovation. The Committee approved Fiscal 2023 AIP payment for Messrs. Watson, Cardenas, Chowbey and Ms. Keating, as set forth below. 2023 Financial Performance. The following tables show the financial performance achieved (as a percentage of target) and the amount of 2023 AIP awards paid to each of our NEOs.

  113. AIP

    | First Half FY 2023 AIP Financial Performance Measures Achievements | | | | | | | | | | | | | Weighting | Threshold | | Target | | Maximum | | Actual | | | | Financial Performance Measures | | $ / % | % of Target | $ / % | % of Target | $ / % | % of Target | $ / % | % of Target(1) | Payout % of Target | | Adjusted EBITDA (millions) | 25% | $113 | 75% | $150 | 100% | $188 | 125% | $154.443 | 103.0% | 111.7% | | PWCPS | 10% | 35.3% | 110% | 32.1% | 100% | 28.9% | 90% | 32.3% | 100.6% | 96.9% |

  114. AIP

    | Second Half FY 2023 AIP Financial Performance Measures Achievements | | | | | | | | | | | | | Weighting | Threshold | | Target | | Maximum | | Actual | | | | Financial Performance Measures | | $ / % | % of Target | $ / % | % of Target | $ / % | % of Target | $ / % | % of Target(1) | Payout % of Target | | Adjusted EBITDA (millions) | 25% | $144 | 75% | $192 | 100% | $240 | 125% | $177,695 | 92.5% | 85.1% | | PWCPS | 10% | 35.4% | 110% | 32.2% | 100% | 29.0% | 90% | 32.4% | 100.6% | 96.9% |

  115. AIP

    | (1) For the PWCPS performance measure, actual achievement that is lower than the pre-established target is favorable and results in a higher payout above target for participants. |

  116. AIP

    | 52 | | KENNAMETAL INC. 2023 Proxy Statement |

  117. AIP

    2023 ESG Performance (10% weighting), measuring improvement in D&I metrics and risk identification in safety metric:

  118. AIP

    | Metrics | Goals | Actual Achievement | | The number of women in leadership roles globally | ≥ 18.7% | 21.3% | | Voluntary turnover rate for all professional women globally | ≤ 9.4% | 7.20% | | Belonging score for women globally | ≥ 68 | 69 | | Average FSI risk identified across 38 manufacturing locations | 1.0 per month | 1.75 |

  119. AIP

    Actual achievement of three D&I goals and the safety goal resulted in 200% of target payout. However, due to a fatality of a contractor at one of our manufacturing locations, the Committee exercised negative discretion and reduced the payout on the safety metric to 0%. Therefore, the total payout for the ESG component is 100%, relating solely to achievement of D&I goals. Based on the actual performance in the tables above for the financial and ESG metrics, including the Committee’s application of negative discretion with respect to the safety metric, the fiscal year total payout for twelve months is 98.2% of target, assuming the NEO has achieved 100% of the individual performance component (weighted at 20%).

  120. AIP

    | | | Actual FY 2023 AIP Earned | | | | | | FY 2023 AIP Opportunities as a % of Base Salary | Corporate Financial and ESG Component (1) | Individual Component | Total | Total as a % of Base Salary | | Name and Principal Position | Target | $ | $ | $ | % | | Christopher Rossi, President and CEO | 120% | 962,064 | 195,840 | 1,157,904 | 114% | | Patrick Watson, Vice President and CFO (1) | 60% | 188,640 | 43,680 | 232,320 | 58% | | Franklin Cardenas, Vice President and President, Infrastructure Business Segment | 75% | 263,660 | 61,051 | 324,711 | 73% | | Sanjay Chowbey, Vice President and President, Metal Cutting Business Segment | 75% | 289,533 | 67,042 | 356,575 | 73% | | Michelle Keating, Vice President, Secretary and General Counsel | 55% | 179,908 | 45,778 | 225,686 | 54% |

  121. AIP

    | (1) Reflects the Committee’s application of negative discretion to the safety goal. |

  122. Long-Term Incentives

    Long-Term Incentives Overview. Kennametal’s long-term incentives are designed to focus our employees on sustainable, long-term performance. We use these incentives because we believe they promote an ownership culture, align the interests of our employees and shareowners, and foster the long-term perspective necessary to increase shareowner value. They also aid in retention and help advance stock ownership by our employees.

  123. Long-Term Incentives

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  124. Long-Term Incentives

    All of our executives, members of senior management, and a significant number of key employees are eligible to receive long-term incentive awards under our broad-based LTI program. We use a portfolio approach to our LTI program, which includes RSU awards and PSU awards. We provide more information about each of these components below. The Committee approves all equity-based and other long-term incentive awards for our executives. All the NEOs’ outstanding long-term incentive awards have been granted under shareowner approved plans, which provide for the granting of non-statutory and incentive stock options, incentive bonus awards, performance share awards, PSU awards, restricted stock awards, RSU awards, stock appreciation rights, share awards, stock unit awards, and other share-based awards. Target Long-Term Incentive Award Amounts. Each year the Committee grants equity-based awards for each of our executives based on the executive’s performance and career potential (individual factors). The Committee also considers the long-term compensation paid by our competitors for similar positions based on the peer group and survey data provided by its compensation consultant (external factors). The Committee sets target LTI program opportunities for our executives for the relevant three-year cycle at its meeting following each fiscal year-end. Fiscal 2023 LTI Decisions. The following table shows the target long-term incentive value granted to each of our NEOs under our broad-based annual LTI program for Fiscal 2023.

  125. Long-Term Incentives

    | Name | Target Long-term Incentive Grant as a % of Salary | Target Long-term Incentive Grant Value for Fiscal 2023(1) | | Christopher Rossi | 468% | $4,774,404 | | Patrick Watson | 103% | $412,595 | | Franklin Cardenas | 185% | $827,426 | | Sanjay Chowbey | 180% | $884,066 | | Michelle Keating | 127% | $530,102 |

  126. Long-Term Incentives

    | (1) These values include the target value of all PSUs awarded in August 2022, which differs from the PSU values required under applicable disclosure rules in subsequent tables following the Committee Report. |

  127. Long-Term Incentives

    Timing of Equity Grants. The Committee grants equity-based awards to our executives on both an annual and as-desired basis. We do not have any program, plan or practice to time annual or ad hoc grants of equity-based awards in coordination with the release of material non-public information or otherwise.

  128. Long-Term Incentives

    | • | Annual Grants. We generally make LTI grants to our NEOs and other senior management on an annual basis. As part of its standing agenda, the Committee approves annual grants of equity-based awards to our executives at its regularly scheduled meeting in July of each year. The Committee has continued to refine its process for determining the date for the annual grant of equity awards, with the intent of insulating the choice of date from any market influences that might affect the decision at a given time. Accordingly, for Fiscal 2024, the Committee determined in advance that grants would be awarded on August 15, 2023, using the fair market value at the close of trading on August 15, 2023. |

  129. Long-Term Incentives

    | • | Special or One-Time Grants. The Committee retains the discretion to make additional awards to executives at other times relating to the initial hiring of a new officer, for recognition or retention purposes or otherwise. |

  130. Long-Term Incentives

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  131. Long-Term Incentives

    RSU Awards. Since 2010, we have granted restricted stock unit (“RSU”) awards as part of our LTI program. We grant RSU awards because we believe they build ownership in the Company, serve to promote the retention of our employees and address the cyclicality of our business, thereby aligning the interests of our employees and our shareowners. We typically grant RSU awards annually to our executives as part of our broader LTI program, but we sometimes make these grants for other purposes. For example, we may grant these awards to attract new talent or to recognize or motivate our employees. RSU awards granted under our annual broad-based LTI program generally vest at the rate of one-third per year over three years. We believe our use of RSU awards helps to promote our retention efforts in that any unvested portion of a RSU award is forfeited if an executive voluntarily terminates employment prior to the applicable vesting date, unless for specific qualified reasons outlined in the award agreements. The number of RSUs awarded to each NEO in Fiscal 2023 was determined by dividing 40% of the total LTI opportunity grant value by the closing price of our stock on the grant date. PSU Awards. PSU awards are both performance-based and service-based, which can only be earned if the Company achieves certain threshold performance criteria established by the Committee and requires the executive to be employed by the Company through the vesting date anniversary following the close of the performance period. Performance metrics for PSUs granted in fiscal years 2021 and 2022, and 2023 are shown below.

  132. Long-Term Incentives

    | Fiscal Year | Metrics | Weighting | Performance Period | Goals Established | | Fiscal 2021 “2021 PSUs” | Adjusted ROIC | 100% | 3 one-year periods | July of each fiscal year for each one-year period | | | Relative TSR | 80% to 125% modifier | Three-year period | July 2020 | | Fiscal 2022 “2022 PSUs” | Adjusted ROIC | 66.66% | 3 one-year periods | July of each fiscal year for each one-year period | | | Average Adjusted EBITDA Margin | 33.34% | Three-year period | July 2021 | | Fiscal 2023 “2023 PSUs” | Adjusted ROIC | 66.66% | 3 one-year periods | July of each fiscal year for each one-year period | | | Average Adjusted EBITDA Margin | 33.34% | Three-year period | July 2022 |

  133. Long-Term Incentives

    For the 2021 PSUs, 100% of the PSUs were weighted based on Adjusted ROIC performance with the opportunity to earn a multiple based on the cumulative three-year Relative TSR, with one-third (1/3) of the PSUs underlying such awards that could be earned each year based on the Adjusted ROIC for that year, with the Relative TSR multiple applied at the end of the three-year period. For the 2022 and 2023 PSUs, 66.66% of the PSUs were weighted based on Adjusted ROIC performance and 33.34% were weighted based on Average Adjusted EBITDA Margin, with the Average Adjusted EBITDA Margin applied at the end of the three-year performance period. Adjusted ROIC goals have been established at threshold, target and maximum award levels for each year within the applicable performance period. The Committee has established this approach to goal setting to address the cyclicality of our industry and to partially mitigate the risk of establishing long-term performance goals at either the peak or trough of the business cycle. In addition, the service condition encourages retention. For Fiscal 2023 only one-third of the Fiscal 2021, Fiscal 2022, and Fiscal 2023 PSU awards tied to Adjusted ROIC will be reported in subsequent tables following the Committee Report under applicable disclosure rules, as

  134. Long-Term Incentives

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  135. Long-Term Incentives

    financial targets for remaining tranches will be set near the beginning of each of the subsequent fiscal years. The remaining tranches will be reported as separate grants when the applicable Adjusted ROIC goals are established by the Committee. The number of target PSUs awarded to each NEO in Fiscal 2023 was determined by dividing 60% of the total LTI opportunity grant value by the closing price of our stock on the grant date with the opportunity to earn more or less than the target PSUs awarded as described below. The table below presents the Adjusted ROIC and Relative TSR goals for the 2021 PSUs for Fiscal 2023 (which was the third year of the 2021 PSUs), and any fiscal year performance below threshold ROIC results in no payment for that fiscal year’s tranche. The table below presents the Adjusted ROIC goals for the 2022 PSUs for Fiscal 2023 (which was the second year of the 2022 PSUs) and Adjusted EBITDA Margin three-year average goals. Any fiscal year performance below threshold ROIC results in no payment for that fiscal year’s tranche; any EBITDA Margin three-year average performance below threshold results in no payment for the three-year period. The table below presents the Adjusted ROIC goals for the 2023 PSUs for Fiscal 2023 (which was the first year of the 2023 PSUs) and Adjusted EBITDA Margin three-year average goals. Any fiscal year performance below threshold ROIC results in no payment for that fiscal year’s tranche; any EBITDA Margin three-year average performance below threshold results in no payment for the three-year period.

  136. Long-Term Incentives

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  137. Long-Term Incentives

    PSUs Earned for Fiscal 2023. At its July 2023 meeting, the Committee certified Fiscal 2023 Adjusted ROIC performance of 7.8%. This performance resulted in the following payout multiple (subject to continued service) for outstanding PSUs as follows:

  138. Long-Term Incentives

    | PSU Award | Tranche | FY2023 7.8% Adjusted ROIC Performance | Payout Multiple | | 2021 PSUs | 3 of 3 | Between target and maximum | 125% | | 2022 PSUs | 2 of 3 | Between target and maximum | 125% | | 2023 PSUs | 1 of 3 | Between target and maximum | 125% |

  139. Long-Term Incentives

    Overall, the 2021 PSUs vested as follows:

  140. Long-Term Incentives

    | Tranche | Fiscal Year | Actual Adjusted ROIC Performance | Payout Multiple | | 1 | 2021 | 5.8% | 160% | | 2 | 2022 | 8.9% | 110.5% | | 3 | 2023 | 7.8% | 125% |

  141. Long-Term Incentives

    The relative TSR performance (FY21-FY23) of 7.3% percentile rank (with a corresponding 80% multiple of target PSUs) resulted in an overall payout multiple of 105.5% for the 2021 PSUs. The Company did not grant any Stock Option Awards in Fiscal 2023. The Stock Option Awards granted in prior years are disclosed in the compensation tables provided below.

  142. Changes to 2024 AIP

    Changes to 2024 AIP The individual component of the Fiscal 2024 AIP was eliminated, and the ESG component was changed to a +/- 10% modifier. In addition to these changes, other revisions were applied to “Corporate NEOs”, consisting of our CEO, CFO, and General Counsel, and “Business Segment NEOs”, consisting of Messrs. Chowbey and Cardenas. A 20% weighting for Corporate revenue and Business Segment revenue was added to the program for Corporate NEOs and Business Segment NEOs, respectively, in addition to an increased weighting of 30% (from 20%) for Corporate PWCPS for all NEOs. Adjusted EBITDA remained weighted at 50% for Corporate NEOs. The Business Segment NEOs profitability metric was split evenly between Corporate adjusted EBITDA and Business Segment adjusted EBIT (both at 25%). All financial goals have six-month goal setting, while the ESG modifier has D&I and safety goals for the entire fiscal year. The ESG modifier will be applied to the overall calculation of the financial metrics at the end of the fiscal year. Regarding the target AIP as a percent of salary, Mr. Watson’s target was increased to 70% and Ms. Keating’s target was increased to 60%. No other NEOS had a change to their AIP targets.

  143. Changes to 2024 LTI Program

    Changes to 2024 LTI Program No changes were made to the Fiscal 2024 long-term incentive program, reflecting our continued commitment to pay for performance.

  144. Changes to 2024 LTI Program

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  145. Changes to 2024 LTI Program

    The following table shows the target long-term incentive grant value set for each of our NEOs under our LTI program for Fiscal 2024:

  146. Changes to 2024 LTI Program

    | Name | Long-term Incentive Grant Value for Fiscal 2024 | | Christopher Rossi | $4,500,000 | | Patrick Watson | $600,000 | | Franklin Cardenas | $827,431 | | Sanjay Chowbey | $908,628 | | Michelle Keating | $541,013 |

  147. Employment Agreements

    Employment Agreements We have employment agreements with all executive officers. We have summarized the material terms of these agreements below. General. The agreements require our executives to devote their entire time and attention to the business and affairs of Kennametal while they are employed. Term. There is no predetermined term. Each executive entered into the agreement upon commencing duties as an executive officer of the Company. Compensation. Except as noted below, the executive officer’s base salary, AIP opportunity, if any, and any other compensation for services are not specified under the agreements but rather are determined by the Committee upon the commencement of employment and assignment of the executive to a salary band. Thereafter, the Committee makes determinations regarding base salary, incentive awards, and all other components of compensation as described in this CD&A section. Non-competition/Non-disclosure. Unless the Company provides prior consent in writing, if an executive officer decides to voluntarily terminate his or her employment or the Company terminates the executive’s employment for cause, then for two or three years after the date of termination (depending on the executive), the executive cannot, in any geographic area in which the Company is offering its services and products: (a) directly or indirectly engage in; (b) assist or have an active interest in; or (c) enter the employ of, or act as agent for, or advisor or consultant to, any entity which is or is about to become directly or indirectly engaged in any business that is competitive with any business of the Company or any of our subsidiaries or affiliates in which the executive is or was engaged. Messrs. Watson, Cardenas and Chowbey and Ms. Keating are subject to a one-year non-competition provision if terminated by the Company without cause. Mr. Rossi is subject to a two-year non-competition provision if terminated by the Company without cause. However, in case of termination for any reason, the executive cannot disclose any of our confidential or trade secret information. Assignment of Inventions. Each executive officer must assign to us all inventions conceived or made during his or her employment with the Company. Employment Termination. The executive officer’s employment may be terminated by either party at any time, for any reason or no reason at all; provided, that the Company may only terminate an executive officer’s employment with the approval and authorization of the Board. Severance. If, with Board authorization, we involuntarily terminate an executive officer’s employment prior to a change in control and not for cause (and the executive has been employed by the company for a minimum of 2 years), the executive is entitled to 12 months of severance in the form of salary continuation, except for our CEO, Mr. Rossi, who is entitled to 24 months of severance in the form of salary continuation. Our executive officers are not entitled to severance under any other termination scenario outside of a change in control context as described below.

  148. Employment Agreements

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  149. Employment Agreements

    Change in Control. Under certain circumstances, the agreements provide for payments to an executive officer if his employment is terminated after a change of control. See “Termination Conditions and Arrangements” below and the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement for a more detailed discussion. No partial excise tax gross-up in agreements. Our executive officer employment agreements do not provide for any partial excise tax gross-up.

  150. Termination Conditions and Arrangements

    Termination Conditions and Arrangements In a non-change in control context, our executive employment agreements provide for severance if the executive’s employment is terminated by us without “cause.” Additional details regarding the severance provisions and potential payments to our NEOs outside of a change in control context can be found in the “Potential Payments upon Termination or Change in Control” section. Our executive employment agreements, stock and incentive plans and certain of our retirement and post-employment plans contain change in control provisions. The change in control provisions in the executive employment agreements are applicable only for those executives that have entered into these agreements, which includes each of our NEOs. The provisions of our incentive plans and retirement plans are applicable to a broader base of our employees and include all those who participate in those plans. We include these provisions because we believe they help to align executive, Company, and shareowner interests. If we evaluate a possible transaction, we want our management to focus on the potential fit with our corporate goals and strategy and the creation of long-term value for our shareowners. We believe that change in control protections enable our management to consider corporate transactions objectively and to decide whether they are in the best interests of the Company and its shareowners without undue concern over whether the transactions may jeopardize future employment. The change in control protections under our executive employment agreements only provide payments upon the occurrence of a “double trigger,” rather than on the single occurrence of a change in control when the executive has not experienced a separation from service. For severance benefits to be “triggered,” a change in control must take place and an executive must be involuntarily terminated by us (other than for “cause” or Disability (as defined in the employment agreements)) or must voluntarily leave for “good reason” within 6 months prior to or 24 months following the change in control in the case of Messrs. Rossi, Watson, Cardenas and Chowbey and Ms. Keating. For additional information concerning the change in control arrangements for our NEOs, see the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement.

  151. Recoupment of Awards and Incentive Payments

    Recoupment of Awards and Incentive Payments In any case where there has been an allegation of fraud or misconduct, the Board of Directors would investigate and carefully review the facts and circumstances of the alleged misconduct before determining the appropriate course of action. If, after completing its investigation, the Board were to determine that an employee or officer did engage in fraudulent behavior or misconduct, the Board would take appropriate action, which could include, among other things, termination of employment, institution of legal proceedings against the wrongdoer, or bringing the misconduct to the attention of the proper authorities. If the misconduct results in a material restatement of the Company’s financial results, then the Board, in addition to the above remedies, may also seek repayment of any bonus received for the period restated, seek repayment of gains realized because of exercising stock options awarded for the period restated, or cancel any outstanding stock options or other equity or incentive compensation. Pursuant to a new rule adopted by the Securities and Exchange Commission in October 2022, we expect to adopt a clawback policy in Fiscal 2024 to reflect the requirements of the new mandatory recoupment rule issued by the New York Stock Exchange when such rule has become effective.

  152. Tools and Analytics

    | • | Realizable pay-for-performance and value sharing assessments versus our peer group; |

  153. Tools and Analytics

    | • | Equity expense comparisons versus our peer group; |

  154. Tools and Analytics

    | • | Annual and long-term incentive plan performance and progress updates; |

  155. Analysis of Risk Inherent in our Compensation Policies and Practices

    | • | The AIP is based on balanced performance metrics that promote disciplined progress towards longer-term Company goals; |

  156. Analysis of Risk Inherent in our Compensation Policies and Practices

    | • | We do not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company and shareowner value; |

  157. Analysis of Risk Inherent in our Compensation Policies and Practices

    | • | At the senior management and executive levels, our compensation programs are weighted towards offering long-term incentives that reward sustainable long-term performance, especially when considering our share ownership guidelines and vesting requirements; and |

  158. Analysis of Risk Inherent in our Compensation Policies and Practices

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Christopher Rossi | 2023 | 1,016,250 | — | 4,417,134 | — | 1,157,904 | — | 137,725 | 6,729,013 | | President and | 2022 | 971,472 | — | 3,774,347 | — | 1,219,140 | — | 166,933 | 6,131,892 | | Chief Executive Officer | 2021 | 854,941 | — | 3,800,016 | — | 1,745,945 | — | 46,672 | 6,447,574 | | Patrick Watson | 2023 | 400,000 | — | 353,726 | — | 232,320 | — | 48,310 | 1,034,356 | | Vice President and | 2022 | 274,377 | — | 181,748 | — | 94,789 | — | 25,608 | 576,521 | | Chief Financial Officer | | | | | | | | | | | Franklin Cardenas | 2023 | 445,655 | — | 781,452 | — | 324,711 | — | 65,701 | 1,617,519 | | Vice President and | 2022 | 425,667 | — | 712,811 | — | 329,667 | — | 55,197 | 1,523,342 | | President, Infrastructure Segment | 2021 | 366,667 | — | 694,989 | — | 468,000 | — | 222,180 | 1,751,836 | | Sanjay Chowbey | 2023 | 489,388 | — | 722,905 | — | 356,575 | — | 63,404 | 1,667,357 | | Vice President and | 2022 | 470,000 | — | 1,438,208 | — | 356,730 | — | 24,806 | 2,289,744 | | President, Metal Cutting Segment | | | | | | | | | | | Michelle Keating | 2023 | 414,047 | — | 485,493 | — | 225,686 | — | 38,042 | 1,163,268 | | Vice President | 2022 | 388,634 | — | 373,088 | — | 217,499 | — | 40,202 | 1,019,423 | | Secretary and General Counsel | 2021 | 334,767 | — | 504,341 | — | 307,316 | — | 17,691 | 1,164,115 |

  159. Analysis of Risk Inherent in our Compensation Policies and Practices

    | included is the ERP, as applicable to the individual. Please refer to the discussion following the 2023 Pension Benefits Table for a more detailed description of the ERP. We do not provide preferential or above-market earnings on deferred compensation. No NEOs participate in the ERP. |

  160. Executive Compensation Tables and 2023 Nonqualified Deferred Compensation

    Executive Compensation Tables and 2023 Nonqualified Deferred Compensation The following table shows benefits our NEOs are entitled to under our retirement programs, which are described more fully in the narrative that follows and in the CD&A. 2023 Pension Benefits

  161. Executive Compensation Tables and 2023 Nonqualified Deferred Compensation

    | Name(1) | Plan Name(2) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Christopher Rossi | N/A | N/A | N/A | N/A | | Patrick Watson | N/A | N/A | N/A | N/A | | Franklin Cardenas | N/A | N/A | N/A | N/A | | Sanjay Chowbey | N/A | N/A | N/A | N/A | | Michelle Keating | N/A | N/A | N/A | N/A |

  162. Executive Compensation Tables and 2023 Nonqualified Deferred Compensation

    Notes to 2023 Pension Benefits Table

  163. Executive Compensation Tables and 2023 Nonqualified Deferred Compensation

    | (1) Messrs. Rossi, Watson, Cardenas, Chowbey and Ms. Keating do not participate in the Company’s ERP. |

  164. Executive Compensation Tables and 2023 Nonqualified Deferred Compensation

    | (2) Refer to the “Retirement Programs” section below for a narrative description of the material factors of the ERP. |

  165. Executive Compensation Tables and 2023 Nonqualified Deferred Compensation

    The Company maintains the Kennametal Restoration Plan, a non-qualified retirement plan for the benefit of certain of our highly compensated executives. Under this plan, NEOs may make pre-tax contributions of up to 50% of their base compensation and up to 100% of their AIP. The plan provides for a “make-whole” Company contribution equal to the maximum matching, if any, contribution not provided to eligible employees under the TPP on compensation in excess of the Internal Revenue Code (IRC) Section 401(a)(17) dollar limits ($330,000 for 2023) applicable to the TPP. NEOs’ contributions are vested when made. Company contributions are vested when made, subject, however, to later forfeiture in the event the NEO is terminated for cause or engages in any business activities determined to be in competition with the Company. The NEO contributions, Company contributions and earnings thereon are invested in the same “notional options” available under the TPP, except participants may not select investments available under the TPP through the self-directed investment or brokerage option, and are ultimately paid out in cash, in accordance with elections made by the participant.

  166. Executive Compensation Tables and 2023 Nonqualified Deferred Compensation

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  167. 2023 Nonqualified Deferred Compensation and Retirement Programs

    2023 Nonqualified Deferred Compensation and Retirement Programs The following table provides, for each NEO, their contributions, the Company’s contributions, the aggregate earnings and withdrawals in Fiscal 2023 and the aggregate balance, each under the Kennametal Restoration Plan, as of June 30, 2023.

  168. 2023 Nonqualified Deferred Compensation and Retirement Programs

    | Name | Executive Contributions During FY ($) (1) | Registrant Contributions During FY ($) (2) | Aggregate Earnings During FY ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FYE ($) (4) | | Christopher Rossi | 156,722 | 114,473 | 16,537 | 154,390 | 540,147 | | Patrick Watson | 29,958 | 7,957 | 1,637 | — | 150,792 | | Franklin Cardenas | 329,667 | 28,440 | 12,974 | — | 419,083 | | Sanjay Chowbey | 121,055 | 32,295 | 2,091 | — | 190,015 | | Michelle Keating | 8,281 | 18,831 | — | — | 113,405 |

  169. 2023 Nonqualified Deferred Compensation and Retirement Programs

    Notes to 2023 Nonqualified Deferred Compensation Table

  170. 2023 Nonqualified Deferred Compensation and Retirement Programs

    | (1) Amounts reflected are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table above, as appropriate. |

  171. 2023 Nonqualified Deferred Compensation and Retirement Programs

    | (2) Amounts reflected are included in the “All Other Compensation” column of the Summary Compensation Table above. |

  172. 2023 Nonqualified Deferred Compensation and Retirement Programs

    | (3) Amounts reflected are not included as compensation for the relevant NEOs in the Summary Compensation Table above. |

  173. 2023 Nonqualified Deferred Compensation and Retirement Programs

    | (4) All contributions comprising a portion of the aggregate balance at the end of Fiscal Year 2023 were included in the compensation reported in the Summary Compensation Table and prior years’ summary compensation tables, as applicable. |

  174. 2023 NONQUALIFIED DEFERRED COMPENSATION and RETIREMENT PROGRAMS

    2023 NONQUALIFIED DEFERRED COMPENSATION and RETIREMENT PROGRAMS Non-Qualified Plans. Our ERP, a non-qualified retirement plan, provides a formula-based benefit to eligible NEOs that is payable on a lump sum basis. The amount of the benefit is based upon an executive’s accrued benefit percentage (which varies by age) and compensation (base salary together with AIP target awards averaged for the three most recent fiscal years). ERP benefits vest once an executive’s accrued benefit percentage reaches 150%. If an executive terminates employment prior to reaching age 62, then the accrued benefit percentage is reduced to reflect the accrued benefit percentage that was applicable to the executive two years prior to the date of termination. The ERP was frozen as of December 31, 2016, with no new participants permitted into the ERP and those in the ERP as of December 31, 2016, are grandfathered in the ERP. The Kennametal Restoration Plan, a non-qualified retirement plan, allows eligible NEOs to make pre-tax contributions on eligible compensation in excess of the Internal Revenue Code (IRC) Section 401(a)(17) dollar limits ($330,000 for 2023) applicable to the TPP. In addition, it provides for a “make whole” Company contribution equal to the maximum matching contributions not provided to eligible employees under the TPP on compensation in excess of this IRC limit on compensation that can be taken into account by the TPP. Company contributions are vested when made, however, subject to later forfeiture in the event the NEO is terminated for cause or engages in any business activities determined to be in competition with the Company. The NEO contributions, Company contributions and earnings thereon are invested in the same “notional options” available under the TPP (other than the brokerage option) and ultimately paid out in cash, in accordance with elections made by the participant.

  175. 2023 NONQUALIFIED DEFERRED COMPENSATION and RETIREMENT PROGRAMS

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  176. CEO Pay Ratio for Fiscal Year 2023

    CEO Pay Ratio for Fiscal Year 2023 Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our CEO, Mr. Rossi, to the annual total compensation of our median employee. As permitted by SEC rules, we used Target Total Direct Compensation as our consistently applied compensation measure to determine our median employee from our employee population, excluding our CEO, as of June 30, 2023 (8,304 employees in total, 2,925 of whom were located in the United States and 5,379 of whom were located in various jurisdictions outside of the United States). Target Total Direct Compensation is defined as the sum of annual salary, target annual cash incentives and target long-term incentives. For hourly employees, the annual salary component of Target Total Direct Compensation was calculated using a reasonable estimate of hours worked and their hourly wage rate. We annualized Target Total Direct Compensation for those of our 8,304 employees who were employed as of June 30, 2023 but were not employed for the full fiscal year. For our non-U.S. employees, we used the foreign exchange rates applicable at June 1, 2023 to convert their Target Total Direct Compensation into U.S. dollars. As permitted by SEC rules, we excluded all employees in certain jurisdictions located outside of the United States, which collectively represented less than 5% of our total number of employees. Approximately the following number of employees were excluded by jurisdiction: Brazil (134), Poland (152), Switzerland (24), and Spain (125). After excluding employees in these jurisdictions, as referenced above, our pay ratio calculation included 8,304 of our total 8,739 employees. After identifying the median employee, we calculated the annual total compensation for the median employee using the same methodology that we use for determining our CEO total compensation as disclosed in the Summary Compensation Table. For 2023, the median employee’s annual total compensation was $56,203 and Mr. Rossi’s annual total compensation was $6,729,013. Accordingly, the Fiscal Year 2023 ratio of annual total compensation for Mr. Rossi relative to our median employee’s annual total compensation is 119:1, which is a reasonable estimate that has been calculated in a manner consistent with the rules adopted by the SEC and is based on our records and the methodology described above.

  177. CEO Pay Ratio for Fiscal Year 2023

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  178. CEO Pay Ratio for Fiscal Year 2023

    As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Named Executive Officers (NEOs) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

  179. CEO Pay Ratio for Fiscal Year 2023

    | Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for non-PEO NEOs (1) | Average Compensation Actually Paid to non-PEO NEOs (1) (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) ($ millions) | Adjusted EBITDA (4) ($ millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $6,729,013 | $9,225,794 | $1,361,854 | $1,727,830 | $106.81 | $195.54 | $118.5 | $323.0 | | 2022 | $6,131,892 | $1,994,311 | $1,464,994 | $485,335 | $84.82 | $133.64 | $144.6 | $364.0 | | 2021 | $6,447,574 | $8,298,277 | $1,801,001 | $2,269,987 | $128.02 | $163.07 | $54.4 | $276.0 |

  180. CEO Pay Ratio for Fiscal Year 2023

    | (1) Mr. Rossi served as our principal executive officer (PEO) for the full fiscal year in 2023, 2022, and 2021. Our non-PEO named executive officers (NEOs) included: (a) for fiscal year 2023, Messrs. Watson, Chowbey, Cardenas, and Ms. Keating; (b) for fiscal year 2022, Mr. Damon Audia, our former Vice President and Chief Financial Officer, Messrs. Chowbey, Watson, Cardenas, and Ms. Judith Bacchus, our Vice President and Chief Administrative Officer; and (c) for fiscal year 2021, Mr. Peter Dragich, our former Vice President and Chief Operations Officer, Metal Cutting, Messrs. Audia and Cardenas, and Mses. Bacchus and Keating. |

  181. CEO Pay Ratio for Fiscal Year 2023

    | (2) The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. |

  182. CEO Pay Ratio for Fiscal Year 2023

    | K ENNAMETAL I NC . 2023 Proxy Statement | | 87 |

  183. CEO Pay Ratio for Fiscal Year 2023

    PEO SCT Total to CAP Reconciliation

  184. CEO Pay Ratio for Fiscal Year 2023

    | Fiscal Year | 2021 | | 2022 | | 2023 | | | SCT Total | | 6,447,574 | | 6,131,892 | | 6,729,013 | | - Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year | | 0 | | 0 | | 0 | | + Service Cost of Pension in Fiscal Year | | 0 | | 0 | | 0 | | + Prior Service Cost of Pension in Fiscal Year | | 0 | | 0 | | 0 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | ($ | 3,800,016) | ($ | 3,774,347) | ($ | 4,417,134) | | ± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | | 6,255,292 | | 2,630,055 | | 5,136,155 | | ± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | ($ | 847,928) | ($ | 2,347,254) | | 1,234,467 | | ± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | 0 | | 0 | | 0 | | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | 68,517 | | 47,370 | | 220,778 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | 0 | ($ | 886,412) | | 0 | | + Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | | 174,837 | | 193,007 | | 322,513 | | Compensation Actually Paid | | 8,298,277 | | 1,994,311 | | 9,225,794 |

  185. CEO Pay Ratio for Fiscal Year 2023

    | 88 | | K ENNAMETAL I NC . 2023 Proxy Statement |

  186. CEO Pay Ratio for Fiscal Year 2023

    NEO Average SCT Total to Average CAP Reconciliation

  187. CEO Pay Ratio for Fiscal Year 2023

    | Fiscal Year | 2021 | | 2022 | | 2023 | | | Average SCT Total | | 1,801,001 | | 1,464,994 | | 1,361,854 | | - Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year | ($ | 247,188) | ($ | 265,465) | | 0 | | + Service Cost of Pension in Fiscal Year | | 396,938 | | 178,791 | | 0 | | + Prior Service Cost of Pension in Fiscal Year | | 0 | | 0 | | 0 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | ($ | 701,109) | ($ | 741,024) | ($ | 585,894) | | ± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | | 1,150,583 | | 389,506 | | 713,822 | | ± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | ($ | 67,579) | ($ | 181,308) | | 145,563 | | ± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | 0 | | 0 | | 0 | | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | 19,407 | ($ | 3,863) | | 51,614 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | 0 | ($ | 442,016) | | 0 | | + Dividends or Other Earnings Paid on Stock Awards in the Fiscal Year Prior to the Vesting Date that are not otherwise included in the Total Compensation for the Fiscal Year | | 37,734 | | 16,382 | | 40,871 | | Average Compensation Actually Paid | | 2,269,987 | | 485,335 | | 1,727,830 |

  188. CEO Pay Ratio for Fiscal Year 2023

    | (3) The Peer Group for which Total Shareholder Return is provided in column (g) is the S&P 400 Capital Goods Index. |

  189. CEO Pay Ratio for Fiscal Year 2023

    | (4) Adjusted EBITDA is a Non-GAAP financial measure. (see Appendix A for a reconciliation to GAAP). |

  190. CEO Pay Ratio for Fiscal Year 2023

    | K ENNAMETAL I NC . 2023 Proxy Statement | | 89 |

  191. CEO Pay Ratio for Fiscal Year 2023

    CHARTS OF CAP VERSUS PERFORMANCE METRICS The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Company’s and Peer Group’s TSR during fiscal years 2021-2023. The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Comp any’s Net Income and Adjusted EBITDA during fiscal years 2021-2023.

  192. CEO Pay Ratio for Fiscal Year 2023

    | 90 | | K ENNAMETAL I NC . 2023 Proxy Statement |

  193. CEO Pay Ratio for Fiscal Year 2023

    TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES The four items listed below represent the most important performance metrics we used to determine CAP for Fiscal 2023 as further described in our Compensation Discussion and Analysis (CD&A).

  194. CEO Pay Ratio for Fiscal Year 2023

    | Most Important Performance Measures | | • Adjusted EBITDA • Primary Working Capital as a Percent of Sales • Adjusted EBITDA Margin • Adjusted ROIC |

  195. CEO Pay Ratio for Fiscal Year 2023

    SUPPLEMENTAL DISCLOSURE The charts below illustrate the relationship between the current PEO and other NEOs’ SCT Total Compensation, total shareholder return, and CAP amounts during fiscal year 2021-2023. This relationship reflects the impact of changes in the Company’s stock price performance on the amount of Compensation Actually Paid in each year in relation to the amount reported in the Summary Compensation Table for the current PEO and other NEO s.

  196. CEO Pay Ratio for Fiscal Year 2023

    | K ENNAMETAL I NC . 2023 Proxy Statement | | 91 |