KAMAN CORP : Change in Administrators or Principal Officers, Monetary Statements and Displays (kind 8-Okay)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(d) – Election of New Director

On June 7, 2022, the Board of Directors (the “Board”) of Kaman Corporation (the
“Company”), on recommendation of its Corporate Governance Committee, took action
to increase the size of the Board from seven to eight persons and elect Niharika
T. Ramdev as a new Director to fill the vacancy created by such increase. Ms.
Ramdev’s initial term of office will expire at the 2023 Annual Meeting of
Shareholders. The Board also took action, on recommendation of its Corporate
Governance Committee, to appoint Ms. Ramdev to serve as a member of its Audit
Committee and Finance Committee.

Over a long career with General Motors from 1996 to 2019, Ms. Ramdev served in
numerous positions of increasing responsibility, ending her time as Chief
Financial Officer for the Global Cadillac division of General Motors from
January 2018 to April 2019. Prior to that, she served as Chief Financial Officer
for General Motors International from July 2015 to January 2018, and as Vice
President of Finance and Treasurer for General Motors from April 2014 to June
2015. From August 2011 to March 2014, she served as Chief Financial Officer for
Global Purchasing and Supply Chain. Ms. Ramdev also serves on the board of
directors of Triton International Limited, a lessor of intermodal freight
containers, and Renewable Energy Group, Inc., an international producer of
sustainable fuels, and she previously served as a director of XL Fleet Corp.,
provider of vehicle electrification solutions for commercial and municipal
fleets in North America.

The Board has determined that Ms. Ramdev is an independent Director within the
rules of the New York Stock Exchange (including under the heightened
independence standards applicable to members of the Audit Committee) and the
Company’s Corporate Governance Principles.

There are no arrangements or understandings between Ms. Ramdev and any other
person pursuant to which she was selected to serve on the Board, and there are
no relationships between Ms. Ramdev and the Company that require disclosure
under Item 404(a) of Regulation S-K.

Ms. Ramdev will be compensated in accordance with the Company’s standard cash
and equity compensation arrangements for non-employee Directors, which are
described in greater detail in the Company’s definitive proxy statement on
Schedule 14A relating to its 2022 Annual Meeting of Shareholders, which was
filed with the Securities and Exchange Commission on March 4, 2022 (as
supplemented by the Supplement to Proxy Statement for the Annual Meeting of
Shareholders to be Held on April 20, 2022, which was filed with the Securities
and Exchange Commission on April 4, 2022, the “Proxy Statement”). On June 7,
2022, Ms. Ramdev received an equity award of 2,884 shares of the Company’s
common stock under the Company’s Amended and Restated 2013 Management Incentive
Plan, representing a pro-rated portion of the annual equity compensation paid to
non-employee Directors, based on a price of $37.64 per share, the closing price
of the Company’s common stock on June 6, 2022.

A copy of the Company’s press release announcing the appointment of Ms. Ramdev
to the Board is attached as Exhibit 99.1 to this Current Report on Form 8­K and
is incorporated herein by reference.

Item 5.02(e) – Change in Control Agreements

On June 8, 2022, the Compensation Committee of the Board (the “Committee”)
approved (i) Change in Control Agreements for certain executive officers of the
Company specified in the Schedule filed herewith as Exhibit 10.1(a) (the
“Schedule”) who were not already party to a Change in Control Agreement with the
Company

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(collectively, the “New Change in Control Agreements”), and (ii) Amended and
Restated Change in Control Agreements for certain executive officers of the
Company specified in the Schedule who were already party to a Change in Control
Agreement with the Company (collectively, the “Amended and Restated Change in
Control Agreements” and, together with the New Change in Control Agreements, the
“Change in Control Agreements”). The Change in Control Agreements are each based
on an identical form of agreement, except for certain descriptive narratives in
the preamble applicable to either the New Change in Control Agreements or the
Amended and Restated Change in Control Agreements, as relevant, and except as
further indicated in the Schedule.

The Amended and Restated Change in Control Agreements supersede any predecessor
version of such agreements previously in effect for each applicable executive
officer. The amendments in the Amended and Restated Change in Control Agreements
were, as a general matter, put in place to accomplish certain clarifying changes
resulting from the Company’s previously disclosed modifications to its long-term
incentive award program (and not to materially change the amount of payments and
benefits which could become due thereunder).

The Change in Control Agreements provide the applicable executive officer with
the following severance payments and benefits in the event that the executive
officer’s employment is terminated by the Company without “Cause” (other than
due to death or disability) or by the executive for “Good Reason” during the
two-year period immediately following a Change in Control of the Company (or in
certain circumstances during the period prior to a Change in Control):

•a lump-sum cash payment equal to two times the executive officer’s base salary
(three times in the case of our Chief Executive Officer), plus two times (three
times in the case of our Chief Executive Officer) the executive officer’s target
annual bonus for the year of termination;

•a pro-rata portion of the executive’s annual bonus for the performance year in
which the termination occurs (based on target performance);

•continued participation at the Company’s expense for 24 months in all medical,
dental and accidental death and disability plans which cover the executive
officer and the executive officer’s eligible dependents (subject to offset if
the executive officer becomes covered due to future employment);

•full vesting of outstanding equity and cash LTIP awards (at the target level of
performance for performance-vesting awards);

•eligibility for benefits under any post-retirement health care plans if the
executive officer would have otherwise become eligible for those benefits by
remaining employed through the second anniversary of the employment termination
date, commencing on the later of the date that such coverage would have become
first available and the date on which the executive officer’s post-employment
participation in the Company’s benefit plans terminates;

•establishment by the Company of an irrevocable grantor trust holding an amount
of assets sufficient to pay all remaining premiums (which trust shall be
required to pay such premiums) under any insurance policy maintained by the
Company that is in effect insuring the life of the executive officer, and the
transfer to the executive officer of any and all rights and incidents of
ownership in such arrangements at no cost to the executive officer; and

•reimbursement of up to $30,000 (in the aggregate) for outplacement services,
relocation costs, or both, until the earlier of the first anniversary of the
date of termination or the first day of the executive officer’s employment with
a new employer.

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None of our executive officers are entitled to any “gross-up” payments under the
Change in Control Agreements with respect to any golden parachute excise taxes
which may be imposed on payment and benefits under the agreements. Under certain
circumstances, an executive officer’s payments and benefits under the agreement
may be reduced in order to avoid the imposition of such taxes. In addition,
severance payments under the agreement are subject to the executive officer’s
execution of a release of claims in favor of the Company and compliance with
certain restrictive covenants (such as non-solicitation and non-competition
covenants).

Generally, for purposes of the Change in Control Agreements, a “Change in
Control” occurs if: (i) a person unaffiliated with the Company acquires control
of thirty-five percent or more of the combined voting power of the Company’s
outstanding securities; (ii) there is a change in a majority of the Company’s
directors during a two-year period which is not approved by a vote of a majority
of the incumbent directors; (iii) there is a merger of the Company with an
unrelated entity that results in the Company’s shareholders owning fifty percent
or less of the voting securities of the merged entity (or its parent company);
or (iv) there is a sale of substantially all of the Company’s assets to an
unrelated third party or shareholder approval of a plan of complete liquidation
or dissolution of the Company.

“Cause” for purposes of the Change in Control Agreements generally means: (i)
the willful and continued failure of the executive officer to substantially
perform the executive officer’s duties with the Company after notice from the
Company; or (ii) the willful engaging by the executive in conduct which is
demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise.

“Good Reason” for purposes of the Change in Control Agreements generally means
(i) the assignment to the executive of any duties inconsistent with the
executive officer’s position prior to the Change in Control or a substantial
diminution in the nature or status of the executive officer’s responsibilities;
(ii) a reduction by the Company in the executive officer’s annual base salary;
(iii) the relocation of the executive officer’s principal place of employment to
a location more than 50 miles from the executive officer’s principal place of
employment immediately prior to the Change in Control; and (iv) the Company’s
failure (A) to pay to the executive any portion of his current or deferred
compensation, within 30 days of the date such compensation is due; (B) to
continue in effect any compensation plan in which the executive officer
participates immediately prior to the Change in Control which is material to his
total compensation without an equitable substitute; (C) to provide life
insurance, health and accident, or disability plans that are substantially
similar to those in which the executive officer was participating immediately
prior to the Change in Control; (D) to provide the executive officer with the
number of paid vacation days to which he was entitled to prior to the Change in
Control; or (E) to comply with the employment termination procedures for Cause
set forth in the Change in Control Agreements.

Each of the Change in Control Agreements has an initial five-year term and will
thereafter automatically renew for additional one-year periods, absent delivery
of notice of non-renewal by either party.

The preceding summary of the form of Change in Control Agreements is qualified
in its entirety by reference to the full text of such form of agreement, a
complete copy of which is attached as Exhibit 10.1 and is hereby incorporated by
reference in response to this Item 5.02(e).

Item 5.02(e) – LTIP Payouts

As reported in the Proxy Statement, the Committee previously granted cash-based
long-term incentive plan awards with performance periods ending as of December
31, 2021 (each, an “LTIP Award” and, collectively, the “LTIP Awards”) under the
Kaman Corporation Amended and Restated 2013 Management Incentive Plan (the
“Plan”) to each of the Company’s then-current executive officers, including
certain of the Company’s current

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“named executive officers” (as defined in Instruction 4 to Item 5.02 of Form
8-K). All such LTIP Awards were scheduled to be settled during 2022 after a
sufficient number of Russell 2000 companies reported their earnings for the year
ended December 31, 2021. On June 8, 2021, the Committee approved the settlement
of the LTIP Awards and authorized the resulting payouts (each, an “LTIP Payout”
and, collectively, the “LTIP Payouts”) in respect thereof. The LTIP Payouts are
reported here in accordance with Instruction 1 to Item 402(c)(2)(iii) and (iv)
of Regulation S-K. Reference is hereby made to the Proxy Statement, including
the Compensation Discussion and Analysis set forth therein, for additional
information about the compensation paid to the Company’s named executive
officers.

The LTIP Awards related to the three-year performance period ended December 31,
2021 (the “Performance Period”) and provided for payouts based on the Company’s
adjusted financial performance during the Performance Period as compared to the
financial performance of the companies comprising the Russell 2000 index for the
Performance Period. For each performance factor, Company financial performance
below the 1st quartile resulted in no award payment; financial performance at
the 1st quartile resulted in an award payment at 25% of target; financial
performance at the median resulted in an award payment at 100% of target; and
financial performance at the top of, or above, the 3rd quartile resulted in a
maximum payment of 200% of target. Interpolation was used to determine payments
for financial performance between the quartiles.

The LTIP Awards utilized the following performance factors and weightings: (i)
50% of each LTIP Award was based on three-year average return on total capital,
and (ii) 50% of each LTIP Award was based on three-year average total return to
shareholders.

The achievement or satisfaction of the performance measures comprising the LTIP
Awards was based on the adjusted financial performance of the Company after
giving effect to the inclusion or exclusion of the following modifications
approved by the Committee at the time of grant, whichever produced the higher
award: (i) the effect of changes in tax law or accounting principles; (ii) the
effects of changes in applicable foreign currency exchange rates relating to
non-U.S. denominated financial performance; (iii) costs and losses associated
with restructuring, business consolidations, severance, management realignments
or closures of the Company or any of its subsidiaries, affiliates and product
lines; (iv) acquisition and divestiture due diligence and integration costs and
. . .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this report:
Exhibit Description
10.1 Form of Change in Control Agreement by and between the Company and certain
of its executive officers*
10.1(a) Schedule identifying agreements substantially identical to the form of
Change in Control Agreement filed as Exhibit 10.1 hereto*
99.1 Press Release, dated June 8, 2022, announcing the election of Niharika T.
Ramdev as a Director of the Company
104 Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit
101

* Management contract or compensatory plan.

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