DEF 14A
KAMAN CORP filed this Form DEF 14A on 03/03/2017
Entire Document
 << Previous Page | Next Page >>


Our Board of Directors
 
 
 
 
 
 
Committee Memberships
Name
Age
Director
Since
Occupation
Independent
Other
Public
Company
Boards
A
CG
F
P&C
Class III Director Nominees for Election at the 2017 Annual Meeting:
 
 
 
 
 
 
 
Brian E. Barents
73
1996
Former President and CEO
Galaxy Aerospace Co. and Learjet
Yes
1
 
 
M
M
 
George E. Minnich
67
2009
Former Senior Vice President and CFO
ITT Corporation
Yes
2
M
 
 
M
 
Thomas W. Rabaut
68
2008
Operating Executive
The Carlyle Group
Yes
1
M
 
M
 
Class I Directors Whose Terms Expire in 2018:
 
 
 
 
 
 
 
E. Reeves Callaway III
69
1995
President & CEO
The Callaway Companies
Yes
0
 
 
M
M
 
Karen M. Garrison
68
2006
Former President
Pitney Bowes Business Services
Yes
2
 
C
M
 
 
A. William Higgins
58
2009
Former President & CEO
CIRCOR International
Yes
2
 
M
C
 
Class II Directors Whose Terms Expire in 2019:
 
 
 
 
 
 
 
Neal J. Keating
61
2007
Chairman, President & CEO
Kaman Corporation
No
1
 
 
 
 
 
Scott E. Kuechle
57
2013
Former Chief Financial Officer
Goodrich Corporation
Yes
2
C
M
 
 
 
Jennifer M. Pollino
52
2015
Executive Coach and Consultant &
Former EVP, HR and Communications,
Goodrich Corporation
Yes
2
M
 
 
M
 
Richard J. Swift
72
2002
Former Chairman, President and CEO
Foster Wheeler Ltd.
Yes
4
 
M
 
C
        
A = Audit Committee; CG = Corporate Governance Committee; F = Finance Committee; P&C = Personnel & Compensation Committee. M = Member; C = Chair.
Corporate Governance Practices
As part of Kaman's commitment to high ethical standards, our Board follows sound governance practices, including the following:
Corporate Governance Practices
ü
Comprehensive Code of Conduct and Corporate Governance Principles
 
ü
The Board regularly assesses its performance through annual Board and committee self-evaluations
ü
Robust majority voting policy
 
ü
All directors attended at least 75% of 2016 meetings of the Board and the committees on which they served
ü
Director mandatory retirement policy
 
ü
Stock ownership guidelines for directors and executive officers
ü
No shareholder rights plan or "poison pill"
 
ü
Policy prohibiting hedging, pledging and short selling of our stock
ü
All but one of the directors are independent; and all committees consist solely of independent directors
 
ü
Compensation "clawback" provisions in CEO/CFO employment agreements
ü
Lead Independent Director
 
ü
Strong pay-for-performance philosophy
ü
Regular executive sessions of independent directors
 
ü
Board participation in executive succession planning

(ii)

 << Previous Page | Next Page >>