Kadant (KAI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, both in-person and virtually, with voting available online or by proxy card.

• Key proposals include electing two directors, an advisory vote on executive compensation, approval of RSU grants to non-employee directors, and ratification of KPMG LLP as auditor.

• Proxy materials and the 2024 annual report are available online, with detailed instructions for participation and voting.

Voting matters and shareholder proposals

• Proposals: elect two directors for three-year terms, advisory vote on executive compensation, approve RSU grants to non-employee directors, ratify KPMG LLP as auditor, and other business as may arise.

• Board recommends voting for all proposals.

• Shareholders can submit proposals for the 2026 meeting by November 26, 2025, and must follow advance notice and universal proxy rules.

Board of directors and corporate governance

• Board is divided into three classes with staggered terms; two directors up for election in 2025.

• Board committees: audit, compensation, nominating and corporate governance, and risk oversight and sustainability.

• All committee members are independent per NYSE standards.

• Board conducts annual self-evaluations and peer reviews; director tenure is generally limited to age 75, with some exceptions.

• Stock ownership guidelines require directors to hold shares equal to five times their annual retainer.