DEF 14A
KAMAN CORP filed this Form DEF 14A on 03/03/2017
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understanding of the Company’s values and strategic plan; capacity for critical thought; maintenance of objectivity in not being unreasonably influenced by personal experience or other Board members in situation analysis; and the independence required for participation on the Board and its committees. In addition, Board members are evaluated with respect to their active contributions, including regular attendance and preparation for/participation at meetings while maintaining an ongoing understanding of the issues and trends affecting the Company.
In addition to these intangible characteristics, we have described specific experience, qualifications, attributes and skills that the Board believes qualify each current director for his or her position on the Board in the summary of biographical information set forth above. Those descriptions are not intended to be comprehensive descriptions of the types of expertise or contributions provided by each director. At this time, the Board believes that each of these directors possesses the experience, qualifications, attributes and skills, as well as the intangible characteristics described above, which, taken together, qualify them for their positions on the Board.
Other Information about the Board’s Structure and Composition
Board Size 
The Amended and Restated Certificate of Incorporation of the Company provides that the Board of Directors shall consist of not less than three or more than fifteen persons, the exact number of which shall be fixed from time to time by the Board. The current size of the Board is fixed at ten persons. Although the directors are authorized to fill vacancies on the Board, including any vacancy resulting from an increase in its size, any director so elected may only serve until the annual meeting immediately following his or her election. Under our Corporate Governance Principles, a Board size of nine to eleven individuals continues to be considered appropriate.
Mandatory Retirement  
The Company’s Bylaws provide for mandatory director retirement at age 72 (age 75 for directors serving as of November 14, 2000). The Board’s policy in implementing this requirement is that if a director attains mandatory retirement age during his or her then-current term, the director may continue to serve the remaining portion of that term. Although the Board is permitted to make exceptions to this requirement, it intends to exercise this right only under extraordinary circumstances.
Change of Principal Occupation
Our Corporate Governance Principles require directors who change their principal occupation, position, or responsibility held at the time of election to submit a conditional letter of resignation to the Board, after which a judgment will be made in each case as to the appropriateness of continued membership under the circumstances.
2016 Director Compensation
The following table provides information about the compensation that our directors earned during 2016. The table does not include Mr. Keating, our Chairman, President and Chief Executive Officer, who received no additional compensation for his service as a director.
2016 DIRECTOR COMPENSATION TABLE
Name
 
Fees Earned or
Paid in Cash
 
Stock
Awards(1)
 
All Other
Compensation
 
Total
Brian E. Barents
 
$85,500
 
$100,012
 

 
$185,512
E. Reeves Callaway III
 
$85,500
 
$100,012
 

 
$185,512
Karen M. Garrison
 
$127,000
 
$100,012
 

 
$227,012
A. William Higgins
 
$97,000
 
$100,012
 

 
$197,012
Eileen S. Kraus(2)
 
$27,140
 

 
$25,000
 
$52,140
Scott E. Kuechle
 
$107,000
 
$100,012
 

 
$207,012
George E. Minnich
 
$90,500
 
$100,012
 

 
$190,512
Jennifer M. Pollino
 
$86,874
 
$100,012
 

 
$186,886
Thomas W. Rabaut
 
$89,000
 
$100,012
 

 
$189,012
Richard J. Swift
 
$102,000
 
$100,012
 

 
$202,012
_______________
(1)
Please refer to Footnote 18, Share-Based Arrangements, to the Company’s audited consolidated financial statements for the year ended December 31, 2016, set forth in the Company's Annual Report on Form 10-K for the year then ended. Each stock award generally consisted of 2,361 vested shares of Common Stock issued under our 2013 Management Incentive Plan on April 20, 2016. The closing price of our Common Stock on the New York Stock Exchange on April 19, 2016, the day prior to such grants, was $42.36.

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