Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM			8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported):			August 22, 2023


KAMAN CORPORATION
(Exact name of registrant as specified in its charter)

Connecticut

001-35419

06-0613548

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1332 Blue Hills Avenue,

Bloomfield,

Connecticut

06002

(Address of principal executive offices)

(Zip Code)


(860)			243-7100
(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($1 par value per share)

KAMN

New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐

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

On August 22, 2023, James G. Coogan, Senior Vice President and Chief Financial Officer of Kaman Corporation (the “Company” or “Kaman”), notified the Company that he intends to resign his positions to pursue another opportunity outside the Company. In order to facilitate a smooth transition, Mr. Coogan will remain in the employ of the Company until October 23, 2023, but will step down as Chief Financial Officer effective as of August 28, 2023. Mr. Coogan’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On August 24, 2023, the Board of Directors of the Company appointed Carroll K. Lane to serve as the Company’s Interim Chief Financial Officer, effective as of August 28, 2023, while the Company evaluates candidates for the permanent position. Mr. Lane joined Kaman in July 2022 as a Senior Vice President and segment lead of the Company’s Precision Products Segment. In January 2023, he was also appointed segment lead of the Company’s Engineered Products Segment. Prior to joining Kaman, Mr. Lane held positions of increasing responsibility at United Technologies Corporation ("UTC"), now known as RTX Corporation, including as President of Pratt & Whitney’s Commercial Engines Division from 2020 to 2022; Vice President of Investor Relations from 2016 to 2020; and Vice President of Pratt & Whitney’s Commercial Engines Aftermarket business. Prior to joining UTC, Mr. Lane was a Director with CSP Associates, an aerospace and defense advisory firm. He holds an M.B.A. from Harvard Business School and a B.A. from Williams College. He also served in the United States Marine Corps as a naval aviator.

Mr. Lane is not a party to any arrangements or understandings with any other person pursuant to which he was appointed to serve as Interim Chief Financial Officer. There are no family relationships among Mr. Lane and any other directors or officers of the Company, and there have been no transactions, nor are there any proposed transactions, between the Company and Mr. Lane that would require disclosure pursuant to Item 404(a) of Regulation S-K.

On August 25, 2023, the Company issued a press release relating to the foregoing matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:


Exhibit			Description
99.1			Press Release dated August 25, 2023
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			KAMAN CORPORATION

			By:			/s/ Richard S. Smith, Jr.
						Richard S. Smith, Jr.
						Senior Vice President, General Counsel and
						Secretary

Date: August 25, 2023

Kaman Announces Chief Financial Officer Transition

James Coogan to Step Down as CFO on August 28, 2023

Carroll Lane to Serve as Interim CFO

Company Initiates Search for Permanent Successor

BLOOMFIELD, Conn. – Aug. 25, 2023– Kaman Corp. (NYSE:KAMN) today announced that James Coogan, Senior Vice President and Chief Financial Officer, will step down from his role as CFO effective August 28, 2023. Carroll Lane, Senior Vice President, Kaman Corporation and Segment Lead of Engineered and Precision Products, will serve as Interim CFO until a permanent successor is appointed. Mr. Coogan, who is departing Kaman to pursue another opportunity outside the aerospace and defense industry, will remain with the Company until October 23, 2023 to ensure a smooth transition.

Kaman has initiated a comprehensive search to identify the company's next chief financial officer with the assistance of an executive search firm.

Ian Walsh, President and Chief Executive Officer of Kaman, said, “Over the past 15 years, Jamie has played an important role leading our finance, treasury and M&A teams while also helping execute our transformational strategy. His insights, commitment to excellence and financial discipline have contributed to the Company’s success. Jamie leaves behind an effective and strong finance organization, and on behalf of the Board and management team, I wish him well in his future endeavors.”

Mr. Coogan said, “It has been a pleasure to be a part of such an incredible organization. I want to express my gratitude for the support of my colleagues during what has been a transformative time for Kaman. While I’m moving on, I will be eagerly following the company’s continued success. I am committed to ensuring a smooth transition and have full confidence in Kaman’s prospects for sustainable growth and value creation.”

“We are fortunate to have a leader with Carroll’s highly relevant experience on hand to step into the role of Interim CFO,” Mr. Walsh continued. “With nearly two decades of operational, financial, investor relations and leadership experience, Carroll is well suited to support the continued execution of our financial priorities, including our cost reduction and efficiency initiatives. I look forward to working closely with Carroll while the search for a permanent successor moves forward.”

Prior to joining Kaman in July 2022, Mr. Lane was President of Commercial Engines at Pratt & Whitney. He led the development, program management, and aftermarket operations of the company’s portfolio of large commercial engines. Mr. Lane has expertise in P&L management, strategic planning, and investor relations and spent close to a decade at United Technologies Corporation (UTC), now RTX. Before leading Pratt & Whitney’s Commercial Engines business, Mr. Lane served in positions of increasing responsibility with UTC, including Vice President of Investor Relations, Vice President of Pratt & Whitney’s Commercial Engines Aftermarket organization, and as a corporate strategy executive. Before joining UTC, Mr. Lane was a Director with CSP Associates, an Aerospace & Defense advisory firm in Cambridge, MA. He holds an M.B.A. from Harvard Business School and a B.A. from Williams College. He also served in the United States Marine Corps as a Naval Aviator.

About Kaman

Kaman Corporation, founded in 1945 by aviation pioneer Charles H. Kaman, and headquartered in Bloomfield, Connecticut, conducts business in the aerospace & defense, industrial and medical markets. Kaman produces and markets proprietary aircraft bearings and components; super precision, miniature ball bearings; proprietary spring energized seals, springs and contacts; wheels, brakes and related hydraulic components for helicopters, fixed-wing and UAV aircraft; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; safe and arming solutions for missile and bomb systems for the U.S. and allied militaries; subcontract helicopter work; restoration, modification and support of our SH-2G Super Seasprite maritime helicopters; and support of our heavy lift K-MAX® manned helicopter and development of the KARGO UAV unmanned aerial system, a purpose built autonomous medium lift logistics vehicle. More information is available at www.kaman.com.

Kaman Corporation

Kristen Samson

Vice President and Chief Marketing Officer

860-243-6330

Kristen.Samson@kaman.com

Document and Entity Information Document and Entity Information	Aug. 22, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 22, 2023
Entity Registrant Name	KAMAN CORPORATION
Entity Incorporation, State or Country Code	CT
Entity File Number	001-35419
Entity Tax Identification Number	06-0613548
Entity Address, Address Line One	1332 Blue Hills Avenue,
Entity Address, City or Town	Bloomfield,
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06002
City Area Code	(860)
Local Phone Number	243-7100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($1 par value per share)
Trading Symbol	KAMN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000054381
Amendment Flag	false