Document

DEF 14A 1 kamanproxy2022.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

_________________________


Filed by the Registrant			x
Filed by a Party other than the Registrant			o


Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

KAMAN CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

_______________________________________________


Payment of Filing Fee (Check the appropriate box):


x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Title of each class of securities to which transaction applies:
	(3)	Title of each class of securities to which transaction applies:
	(4)	Title of each class of securities to which transaction applies:
	(5)	Title of each class of securities to which transaction applies:


o			Fee paid previously with preliminary materials.
o			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.


			(1)			Amount Previously Paid:
			(2)			Form, Schedule or Registration Statement No.:
			(3)			Filing Party:
			(4)			Date Filed:

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

Annual Meeting of Shareholders

To be held on April 20, 2022

1332 BLUE HILLS AVENUE

BLOOMFIELD, CONNECTICUT 06002


						March 4, 2022
To Our Shareholders: I would like to extend a personal invitation for you to join us at our Annual Meeting of Shareholders, which will be held on Wednesday, April 20, 2022, at 9:00 a.m., local time, at the corporate headquarters of the Company located at 1332 Blue Hills Avenue, Bloomfield, Connecticut. My first full year as President and Chief Executive Officer of the Company brought unprecedented challenges to our economy, our country and our world. At Kaman, we focused on building the foundation for the "New Kaman," a global leader in the manufacture and production of highly engineered products, systems and solutions for the aerospace & defense, industrial and medical end-markets. We completed the organization and development of a new senior leadership team, and together, we formulated a comprehensive strategy for growth through innovation, implementation of a new operational excellence model, and continued portfolio reshaping. Despite the challenges that the ongoing pandemic presented, we forged ahead and made significant progress in advancing our strategic priorities. This progress is a strong testament to our 75 year legacy and the resilience, agility, and ingenuity of Kaman’s employees. As we move into 2022, we will continue to build on our proud legacy, while driving long-term growth and total shareholder returns. We are committed to innovation and a never ending pursuit of operational excellence, as we develop and refine a complex ecosystem of highly-engineered products, systems and solutions. We see many attractive opportunities to build on our success and drive sustainable growth, fueled by our customers’ needs and the ever-changing industries that we serve. We strive to look at challenges from new perspectives and in new ways to make the complex feel effortless. After a year of foundation building focused on people, process and performance, I am confident Kaman is well-positioned to take full advantage of the opportunities that lie ahead. We have strengthened our core and have a clear strategy as we accelerate forward. Whether we are delivering a complete solution or we are part of a larger picture, Kaman, working with each customer, will achieve greater. Thank you for the confidence you have placed in us.
						Sincerely,

						Ian K. Walsh Chairman, President & CEO

1332 BLUE HILLS AVENUE

BLOOMFIELD, CONNECTICUT 06002


						March 4, 2022
My Fellow Kaman Shareholders: The independent directors and I want to join Ian in inviting you to attend Kaman’s 2022 Annual Meeting of Shareholders. The Board values the input we receive from our shareholders, and we encourage you to attend this year's annual meeting if possible and we urge you to vote your shares prior to the meeting utilizing any of the convenient methods described in the proxy statement. As the Company’s Lead Independent Director, I serve as a liaison between the independent directors and our CEO / Board Chair. The last two years have been extremely busy in the areas of CEO succession and Board refreshment. Our multi-year succession planning process led to the selection and appointment of our new CEO, and we are excited about Ian’s leadership of Kaman, his pursuit of operational excellence, and his commitment to growth and innovation. The Board is in the midst of a significant refreshment, with the retirement of four directors over the last two years. We added two new directors at the end of 2020, each of whom is extremely capable and brings important skill sets and diverse perspectives to our Board. We are honored to serve Kaman, are proud of the work we have accomplished together, and look forward to overseeing the execution of the Company's long-term strategy for growth and increased profitability. I encourage you to read our 2022 Proxy Statement, our 2021 Annual Report to Shareholders and the other materials made available in connection with the annual meeting. On behalf of the Board and the Company’s employees all across the world, I want to thank you for choosing to invest in Kaman. It is my great pleasure to serve as your Lead Independent Director.
						Sincerely,

						Jennifer M. Pollino Lead Independent Director

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 20, 2022

The Annual Meeting of Shareholders of Kaman Corporation will be held at the corporate headquarters of the Company located at 1332 Blue Hills Avenue, Bloomfield, Connecticut, on Wednesday, April 20, 2022, at 9:00 a.m., local time, for the following purposes:

1. To elect seven directors for a term of one year;

2. To conduct an advisory vote to approve the compensation of the Company’s named executive officers;

3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm;

4. To conduct an advisory vote on a shareholder proposal seeking to provide for an independent chair; and

5. To transact such other business as may properly come before the meeting.

The close of business on February 11, 2022, has been fixed as the record date for determining the holders of Common Stock entitled to notice of, and to vote at, the Annual Meeting.

In connection with the Annual Meeting, we have prepared a meeting notice, a proxy statement and our annual report to shareholders, all of which provide important information that our shareholders will want to review before the Annual Meeting. On March 4, 2022, we mailed a Notice of Internet Availability of Proxy Materials instructing our shareholders how to access these materials online and how to submit proxies by telephone or the Internet. We use this online access format because it expedites the delivery of materials, reduces printing and postage costs and eliminates bulky paper documents from your files, creating a more efficient process for both shareholders and the Company.

You may vote using the Internet, telephone or mail, or by attending the meeting and voting in person. If you plan to attend in person, you will need to provide proof of share ownership, such as an account or brokerage statement, and a form of personal identification in order to vote your shares.

All shareholders are cordially invited to attend the meeting.


Date:	March 4, 2022	BY ORDER OF THE BOARD OF DIRECTORS

		Richard S. Smith, Jr.
		Vice President, Deputy General Counsel, and Secretary

____________________________

IMPORTANT NOTICE REGARDING THE CONDUCT OF THE MEETING: We are currently planning to hold the Annual Meeting in person. However, in light of the ongoing public health concerns surrounding COVID-19, we may deem it necessary to hold the Annual Meeting solely by means of remote communication (i.e., a "virtual" meeting) or as a "hybrid" meeting (i.e., permitting both virtual and in-person attendance) in lieu of an in-person meeting. If we decide to hold a virtual or hybrid Annual Meeting, we will announce it in advance in a press release, and details will be posted on our website at www.kaman.com and filed as additional proxy soliciting material with the Securities and Exchange Commission. In that event, the Annual Meeting would be held on the above date and time but would be available via live audio webcast, and shareholders or their legal proxy holders could participate, submit questions, vote and examine our shareholder list at the virtual meeting portal created to conduct the Annual Meeting. We would also make a copy of our shareholder list available for inspection by shareholders on a reasonably accessible electronic network. All requests to access the list electronically should be directed to the Corporate Secretary at corporate.secretary@kaman.com. If you are planning to attend the Annual Meeting, please monitor our website prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 2022: This Notice of Annual Meeting and Proxy Statement and the Company's Annual Report for the year ended December 31, 2021, are available free of charge on our website at www.kaman.com.

TABLE OF CONTENTS


Caption	Page	Caption	Page

Proxy Statement Summary	(i)	Kaman's Compensation and Benefits Best Practices	29
General Information	1	2021 Compensation for our NEOs	30
Information About Voting at the Annual Meeting	1	Clawback Policy	40
Date, Time and Place of Annual Meeting	1	Employment and Change in Control Arrangements	40
Voting Rights and Outstanding Shares	2	Stock Ownership Guidelines	40
Submitting Your Proxy	2	Risk Assessment of Compensation Practices	41
How to Submit Your Proxy if you are a "Beneficial Owner"	2	Short Sales, Hedging and Pledging	41
How Your Proxy Will be Voted	2	Tax Considerations	41
How to Revoke Your Proxy	2	Context of This Discussion	42
Quorum and Voting Requirements	3	Compensation Committee Report	42
Broker Non-Votes and Abstentions	3	Summary Compensation Table	43
Board Voting Recommendations	3	Grants of Plan-Based Awards Table for Fiscal Year 2020	44
Voting Results	3	Outstanding Equity Awards at Fiscal Year 2020 Year-End	45
Majority Voting Policy	3	Option Exercises and Stock Vested in Fiscal Year 2020	46
Solicitation Costs	4	Pension Benefits	46
Householding of Proxies	4	Non-Qualified Deferred Compensation Plan	47
Annual Report	4	Securities Authorized for Issuance under Equity Compensation Plans	48
Proposal 1 - Election of Seven Directors for One-Year Terms	5	Post-Termination Payments and Benefits	49
Background	5	Payment of Accrued Amounts	49
Board Recommendation	5	Employment Agreements	49
Required Vote	5	Change in Control Agreements	50
Information about Nominees	6	Starr Termination of Employment	51
Information about the Board of Directors and Corporate Governance	9	Equity Incentive Plans	52
Board Leadership Structure	9	Coordination of Benefits	52
Board Meetings and Committees	10	Assumptions Relating to Post-Termination Benefit Table	52
Annual Board and Committee Evaluations	13	Coordination with Other Tables	53
Director Nominees	13	Post-Termination Benefits Table	54
The Board's Role in Oversight of the Company's Risk Management Process	14	Pay Ratio Disclosure	56
Board and Committee Independence Requirements	15	Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation	57
Specific Experience, Qualifications, Attributes and Skills of Current Board Members and Director Nominees	16	Proposal 3 - Ratification of Appointment of PwC	58
Succession Planning	17	Background	58
Shareholder Engagement	18	Board Recommendation	58
Environmental, Social and Governance Matters	18	Required Vote	58
Communicating with our Board	19	Principal Accounting Fees and Services	59
Other Information about the Board's Structure and Composition	20	Audit Committee Preapproval Policy	59
2021 Director Compensation	20	Audit Committee Report	60
Code of Business Conduct and Other Governance Documents Available on the Company's Website	22	Proposal 4 - Advisory Vote on Shareholder Proposal	61
Director Education	22	Shareholder Proposals for 2023 Annual Meeting	65
Related Party Transactions	23	Appendix A – Supplemental Information: Non-GAAP Reconciliations	A-1
Security Ownership of Certain Beneficial Owners and Management	24
Stock Ownership of Directors and Executive Officers	24
Beneficial Owners of More Than 5% of Common Stock	25
Compensation Discussion and Analysis	26
Executive Summary: 2021 - Establishing a Solid Foundation for the "New" Kaman	26
2021 Say-on-Pay Vote	27
Our Compensation Philosophy and Objectives	28

PROXY STATEMENT SUMMARY

Date, Time and Place of Annual Meeting

The Annual Meeting is being held at 9:00 a.m., local time, on Wednesday, April 20, 2022, at the corporate headquarters of the Company located at 1332 Blue Hills Avenue, Bloomfield, Connecticut.

We currently expect to hold the meeting in the cafeteria located in Building 19 on our Bloomfield campus. However, in light of the ongoing public health concerns surrounding COVID-19, we may deem it necessary to hold the Annual Meeting solely by means of remote communication (i.e., a virtual-only meeting) or as a "hybrid" meeting (i.e., permitting both virtual and in-person attendance) in lieu of an in-person meeting. If we decide to hold a virtual or hybrid Annual Meeting, we will announce it in advance in a press release, and details will be posted on our website at www.kaman.com and filed as additional proxy soliciting material with the Securities and Exchange Commission. If you are planning to attend the Annual Meeting, please monitor our website prior to the meeting date.

Availability of Proxy Materials

Your proxy is being solicited for use at the Annual Meeting on behalf of the Board of Directors of the Company. On March 4, 2022, we mailed a Notice of Internet Availability of Proxy Materials to all shareholders of record as of February 11, 2022, the record date for the Meeting, advising that they could view all of the proxy materials online at www.envisionreports.com/KAMN, or request a paper copy of the proxy materials free of charge. You may request a paper or email copy of the materials using any of the following methods:


:			By Internet: Go to www.envisionreports.com/KAMN. Click "Cast Your Vote or Request Materials" and follow the instructions to log in and order a paper copy of the Meeting materials.
(			By Phone: Call 1-866-641-4276 toll-free and follow the instructions to log in and order a paper copy of the Meeting materials.
*			By Email: Send an email to investorvote@computershare.com with "Proxy Materials Kaman Corporation" in the subject line. Include in the message your full name and address, and state that you want a paper copy of the Meeting materials.

All requests must include the control number set forth in the shaded area of the Notice of Internet Availability of Proxy Materials. To facilitate timely delivery, all requests must be received by April 10, 2022.

Eligibility to Vote

You can vote if you held shares of the Company’s Common Stock as of the close of business on February 11, 2022. Each share of Common Stock is entitled to one vote. As of February 11, 2022, there were 27,880,817 shares of Common Stock outstanding and eligible to vote.

How to Vote

You may vote by using any of the following methods:


:			By Internet: Go to www.envisionreports.com/KAMN. Have your Notice of Internet Availability of Proxy Materials or proxy card in hand when you go to the website.
(			By Phone: Call 1-800-652-VOTE (8683) toll-free. Have your proxy card in hand when you call and then follow the instructions.
+			By Mail: If you requested a paper copy of the proxy materials, complete, sign and return your proxy card in the prepaid envelope.
ó

SEC Form DEF 14A filed by Kaman Corporation