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KAISER ALUMINUM CORP

For the period ended Jun 11, 2024. Filed Apr 26, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2024 · Filed Apr 26, 2024

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KALU$106.84+3.2%Stored close · as of Nov 6, 2026
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---$84.33

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

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☑ Definitive Proxy Statement

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LETTER TO OUR STOCKHOLDERS

FROM OUR EXECUTIVE CHAIRMAN, OUR LEAD INDEPENDENT DIRECTOR AND,

OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

April 26, 2024

Dear Stockholder:

On behalf of our Board of Directors and management team, we thank you for your continued support of Kaiser Aluminum Corporation. It is our pleasure to invite you to attend the Annual Meeting of Stockholders to be held at the Franklin Marriott Cool Springs, located at 700 Cool Springs Boulevard, Franklin, Tennessee, on Tuesday, June 11, 2024, at 9:00 a.m., Central Time. While we do not expect to make a separate presentation, we expect our directors and officers to be present at the Annual Meeting and available to respond to any questions you may have.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares as promptly as possible. Details of the business to be conducted at the Annual Meeting are included in this proxy statement, which we encourage you to read carefully. You may submit your voting instructions over the Internet or by telephone as indicated on the enclosed proxy card or by completing, signing and dating the enclosed proxy card and returning it by mail in the accompanying envelope. If you plan to attend the Annual Meeting, please review the information on attendance provided in this proxy statement.

We would like to share with you several areas of particular significance in advance of our Annual Meeting and in connection with our distribution of this proxy statement:

2023 PERFORMANCE HIGHLIGHTS

We believe 2023 was a foundational year for Kaiser Aluminum as we laid the groundwork necessary to position us for long-term sustainable and increasingly profitable growth in the years to come. Our focused strategy, unwavering execution and commitment to our customers enabled us to end the year in a solid position with ample resources, including $599 million in liquidity, to implement our growth initiatives.

We reported net sales and conversion revenue of $3.09 billion and $1.47 billion, respectively, in 2023. Despite persistent inflationary pressures throughout the year and destocking in our packaging and general engineering markets, our efforts to lower costs and improve operating efficiencies have been taking hold across the platform. As a result, we reported 2023 net income of $47 million, or $2.92 per diluted share, and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) of $210 million. Net income and Adjusted EBITDA increased by $77 million and $68 million, respectively, compared to 2022 reflecting strong pricing actions to capture the higher cost of alloys and other inflationary costs in addition to efforts across the organization to stabilize our operations and drive efficiencies. Further, our enhanced profitability enabled us to improve our net debt leverage ratio by over 200 basis points to 4.6x in 2023 from 7.0x at year end 2022, which places us closer to our target net leverage ratio of 2.0x to 2.5x. Please refer to “Appendix A” of this Proxy Statement for reconciliations of measures from generally accepted accounting principles (“GAAP”) measures to non-GAAP measures such as conversion revenue, net debt leverage ratio and Adjusted EBITDA.

We are a key supplier in diverse end markets including aerospace/high strength, packaging, automotive and general engineering with strong secular growth characteristics, deep customer relationships and multi-year contracts with key strategic partners. Throughout the year, demand for aerospace products was very strong and by year-end, our aerospace net sales and conversion revenue surpassed the peak levels we experienced in 2019 prior to the pandemic, which was well ahead of our initial expectations. Our unique ability to flex our capacity at our Trentwood facility in Spokane Valley, Washington

("Trentwood") to support strengthening aerospace demand as general engineering demand remained soft, further contributed to our performance. In our packaging operations, net sales decreased 17% and conversion revenue and shipments both declined in the high single-digit range as a result of destocking, primarily by beverage related products in the first half of the year followed by coated food products in the fourth quarter of 2023. In general engineering, reduced demand for plate products coupled with increased availability of imports and destocking in general engineering long products pressured pricing and shipments during the year. Importantly, after five consecutive quarters, destocking activity for general engineering long products stabilized during the fourth quarter of 2023. Lastly, demand remained relatively stable in automotive as supply chain issues continued to offset demand, which resulted in an increase in conversion revenue and shipments during the year. We expect demand to improve across the majority of our end markets in 2024.

CORPORATE VALUES & SUSTAINABILITY

Our corporate values of being a preferred investment, preferred supplier, preferred employer, preferred customer, and valued corporate citizen serve as the foundation of our strategic initiatives. Below are highlights of our accomplishments in 2023 and their alignment within our five corporate values:

Preferred Investment:

In 2023, we continued our progress on key initiatives supporting our business strategy while maintaining our disciplined and balanced approach to capital allocation to grow our business in 2024 and beyond, including:

Investing $143 million in capital projects, which primarily supported our growth activities as well as ongoing sustainability projects; and

Returning $50.4 million to our shareholders through quarterly cash dividend payments. We have paid dividends for 17 consecutive years without reduction or suspension, underscoring the continuing confidence our Board and management team have in our longer-term strategy for profitable growth and increasing stockholder value.

Further, we maintained our corporate governance best practices, including the following key elements:

Independent and diverse Board with critical board skills supporting company strategy and succession planning;

Separate CEO and Chair with a strong Lead Independent Director;

Ongoing commitment to board refreshment – 55% of our directors have a tenure of < 5 years and executed the planned transitions of the Nominating and Corporate Governance Committee chair and Lead Independent Director roles; and

A robust and multi-tiered board and committee annual assessment process.

We also continued our progress on our key sustainability goals, including:

Remaining on track to meet our 2030 greenhouse gas (“GHG”) emissions reduction targets to reduce our total Scope 1 and 2 emissions intensity by 20%, Scope 3 estimated emissions intensity by 35%, and Scope 1, 2 and 3 estimated emissions intensity by 30%, each in comparison to 2019 levels;

Aligning with six of the United Nations Sustainable Development Goals consistent with key focus areas and goals of the business to help guide our sustainable value creation; and

Continuing enhancement to our sustainability reporting.

Preferred Supplier:

We strive to be the supplier of choice by pursuing “Best-in-Class” customer satisfaction driven by quality, our broad product offering, superior customer service and on-time delivery.

In 2021, we set GHG emissions intensity reduction goals and have further aligned our disclosures with both the Sustainability Accounting Standards Board framework and Task Force on Climate-Related Financial Disclosures.

In addition, we have a number of exciting and impactful initiatives underway at our Warrick rolling mill in Newburgh, Indiana ("Warrick") to enhance our packaging operations. First, our new roll coat installation is progressing well and is on time for completion by the end of the year, with production expected to commence in 2025. This is a high value project expected to convert approximately 25% of our existing capacity at Warrick to higher value coated products. To date, we have a large portion of this capacity committed with discussions underway for the remainder.

Further, upon exiting our hot metal supply agreement with the adjacent Alcoa smelter at year-end 2023, we have successfully implemented a new metal input strategy at Warrick. This strategy utilizes a significantly higher mix of used beverage cans and recycled scrap in our mix which will greatly improve our GHG footprint, enable higher recycled product in alignment with customer demands and reduce our metal input costs. Additionally, we are highly focused on the continued transformational project to enable Warrick to source electricity from the local utility company that has a cleaner grid factor than our current source and access to renewable energy.

Our positive demand outlook and recent performance necessitate the need to invest for additional capacity to continue to meet and exceed the needs of our customers. We recently announced that we are commencing the initial investment in our previously announced Phase VII expansion at Trentwood to support the expected demand growth for our aerospace and general engineering products. We expect an initial investment of $25 million to yield an additional 5-6% increase of overall capacity for aerospace and general engineering products which will be the first of multiple investments planned over the next several years; the culmination of which is expected to deliver an expected 20-25% increase in total capacity. The increased capacity is expected to be available to our customers beginning in the second half of 2025.

Preferred Customer:

Our suppliers are trusted partners we work with to ensure our quality standards are met. We conduct these relationships with integrity and accountability, as well as a keen interest in positively influencing their approaches to environmental, social, and governance-related issues. In 2023, we established a stand-alone Supplier Code of Conduct Policy requiring our suppliers to act in accordance with the principles and guidelines reflected in the policy. We also continue to engage with our suppliers to advance collective sustainability goals and support continuous improvement of environmental and social practices.

Preferred Employer:

We are committed to treating our employees with dignity and respect, and we strive to be the employer of choice by promoting health and safety and developing and empowering our employees. In 2023, we maintained our solid safety performance, including improved total case incident rate and days away, restricted, and transferred rate compared to 2022 and continued strong lost-time case incident rate, each of which occurred in a challenging labor market. We continue to focus on leading indicators to prevent safety incidents.

Further, we continued to recruit, develop, promote and retain qualified people from all segments of the population. In the same vein, we are continuing to incorporate diversity, equity, inclusion and belonging education and awareness into training resources and development programs for all Kaiser employees.

Importantly, we sustained our leadership and development training in 2023, including the Kaiser Leadership Program, Kaiser Women's Leadership Program, Front Line Leadership Development Program and Metallurgy Excellence and Technical Strength Program.

Valued Corporate Citizen:

We proactively engaged with our key stakeholders in 2023, including environmental groups, state and local government agencies, stockholders, industry and business peers, our employees and their representatives to advance our management’s understanding of opportunities, issues, concerns and challenges achieving collective improvement in a more sustainable future.

In addition, we continued our stockholder engagement program in 2023 by engaging with stockholders representing approximately 50% of our outstanding shares on a variety of matters relating to our long-term business strategy and performance, operations, capital allocation, executive leadership succession, executive compensation and sustainability matters. We are committed to including the perspective of our stockholders in boardroom discussions and believe regular engagement with our stockholders is necessary to ensure thoughtful and informed consideration of those matters. We look forward to continuing to engage in productive dialogue with our stockholders and other stakeholders in 2024 and beyond.

Additionally, we participated in charitable outreach, as well as contributions to and sponsorships of community driven organizations and events. We remain committed to further advancing our initiatives in 2024 and beyond.

SUMMARY

In summary, we are very pleased with the hard work and dedication of the entire Kaiser team in 2023. Despite all of its challenges, 2023 was a strategically important year as we laid the groundwork necessary to capture the numerous opportunities ahead of us. Looking ahead, our corporate values will continue to support and serve as the foundation for our strategic initiatives. We will continue to manage our business for long-term success in a manner that we believe is economically, environmentally and socially responsible as a good corporate citizen and steward of capital and resources.

We believe our strategy will lead to improved performance in 2024 and beyond. As demand recovers and our operations continue to stabilize, we will continue to pursue cost reductions in our operations and improve operating efficiencies to maximize our profitability and margins. We believe the combination of our strong market position as a key supplier in diverse end markets, multi-year contracts with key strategic partners, strong liquidity position, and flexible nature of our cost structure, positions us well for long-term sustainable growth. Thank you to our stockholders, our employees and their families, our customers, our suppliers and our other stakeholders for their ongoing commitment to and support of Kaiser Aluminum.

Keith A. HarveyJack A. HockemaMichael C. Arnold
President and Chief Executive OfficerExecutive Chairman of the BoardLead Independent Director

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON June 11, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Kaiser Aluminum Corporation (the "Company") will be held at the Franklin Marriott Cool Springs, located at 700 Cool Springs Boulevard, Franklin, Tennessee, on Tuesday, June 11, 2024, at 9:00 a.m., Central Time, for the following purposes:

(1)

To elect three members to our board of directors for three-year terms to expire at our 2027 annual meeting of stockholders;

(2)

To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

(3)

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024;

(4)

To approve the amendment and restatement of the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan; and

(5)

To consider such other business as may properly come before the Annual Meeting or any adjournments thereof.

Information concerning the matters to be acted upon at the Annual Meeting is set forth in the accompanying Proxy Statement. This notice and the accompanying proxy materials are being mailed or made available to stockholders on or about April 26, 2024.

The close of business on April 17, 2024 has been fixed as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof.

We urge stockholders to vote by proxy by submitting voting instructions over the Internet or by telephone as indicated on the enclosed proxy card or by completing, signing and dating the enclosed proxy card and returning it by mail in the accompanying envelope, which does not require postage if mailed in the United States.

By Order of the Board of Directors

John M. Donnan

Executive Vice President, Chief Administrative

Officer and General Counsel

April 26, 2024

Franklin, Tennessee

PROPOSALS AND BOARD RECOMMENDATIONS

Proposal 1 - Election of Directors

The board of directors recommends a vote "FOR ALL" of the persons nominated by the board of directors.

Additional information about each director and his qualifications may be found beginning on page 5.

Name · Age · Director Since · Primary Occupation · Independent · Committee Membership
Michael C. Arnold67September 2021Retired President and Chief Executive Officer, Ryerson Inc.Executive
Nominating and Corporate Governance (Chair)
Lead Independent Director
David A. Foster76June 2009Distinguished Associate of Energy Futures InitiativeNominating and Corporate Governance
Sustainability
Richard P. Grimley65April 2023Former Senior Vice President of Global Operations, Ball CorporationCompensation
Sustainability

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

The board of directors recommends a vote "FOR" the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

Additional information about executive compensation may be found beginning on page 14.

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm

The board of directors recommends a vote "FOR" the ratification of the audit committee's selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024.

Additional information about the independent registered public accounting firm may be found beginning on page 17.

Proposal 4 - Approval of an Amendment and Restatement to the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan

The board of directors recommends a vote "FOR" the approval of the amendment and restatement to the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan.

Additional information about the amendment and restatement of the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan may be found beginning on page 17.

PROXY STATEMENT SUMMARY

Despite its challenges, we believe 2023 was a foundational year for us as we laid the groundwork necessary to position us for long-term sustainable and increasingly profitable growth in the years to come. This summary highlights information contained elsewhere in this Proxy Statement but does not contain all of the information that you should consider. We encourage you to read the entire Proxy Statement for more information about these topics prior to voting.

COMPANY OVERVIEWLeading North American producer of highly engineered aluminum mill products that are part of the carbon solution
Focus on demanding applications for aerospace and high strength, packaging, general engineering, automotive extrusions and other industrial applications
Integral “pass-through” business model to mitigate the impact of price volatility of aluminum and other alloys
Long-standing relationships with blue chip customers – original equipment manufacturers, tier 1 suppliers, metal service centers and beverage and food packaging manufacturers
Differentiation through superior product attributes and “Best in Class” customer satisfaction
Commitment to sustainable practices remains a critical and integral part of corporate strategy
2023 PERFORMANCEHIGHLIGHTSStrong execution set a foundation to implement growth strategy
Annual net sales of $3.09 billion and conversion revenue of $1.47 billion
Aerospace/high strength achieved record net sales and conversion revenue, surpassing peak 2019 levels
Pricing, mix and effective cost control drove efficiencies across the platform
Continued strong liquidity position of $599 million as of December 31, 2023
Improved total case incident rate ("TCIR") and days away, restricted or transferred rate ("DART"), continued strong lost-time incident rate ("LCIR")
ShipmentsNet SalesNet IncomeAdjusted Net Income (1)Conversion Revenue (1)Adjusted EBITDA (1)Net Income Per Diluted ShareAdjusted Net Income Per Diluted Share (1)
1.2$3.1$47$44$1.47$210$2.92$2.74
Billion lbsBillionMillionMillionBillionMillion

(1)

See Appendix A of this Proxy Statement for reconciliations of measures from GAAP to non-GAAP. While our use of terms such as EBITDA, “adjusted” or "Conversion Revenue" are not intended to be (and should not be relied on) in lieu of the comparable captions under GAAP to which these metrics are reconciled, those terms are intended to provide greater clarity of the impact of certain material items on the GAAP measure and are not intended to imply those terms should be excluded.

BALANCED CAPITAL ALLOCATION PRIORITIESOrganic Investments
Investments of approximately $1.2 billion in the business since 2007 (~2x depreciation)
Long-term sustaining capital of ~60% of depreciation (varies by year)
Inorganic Growth
Opportunistic investment for strategic value creation
Regular Dividends
>$513 million returned to stockholders since 2007
Share Repurchases
Deployed excess cash beyond recession contingency needs through share repurchases
~$474 million returned to stockholders through share repurchases since 2007

i

BOARD OF DIRECTORSDiverse and highly independent Board
Ongoing commitment to board refreshment - 55% of directors have a tenure of less than five years; executed planned succession of nominating and corporate governance committee chair and Lead Independent Director roles in 2023
Robust and multi-tiered Board and Committee annual assessment process
Continuing focus on identifying critical skills needed to support execution of company strategy and board succession planning
Continued strong support for proactive and effective stockholder engagement (approximately 50% annually)
Rigorous director nomination process, including directors nominated by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC ("USW") under our Director Designation Agreement
SUSTAINABILITY HIGHLIGHTSOn track to meet our 2030 GHG emissions reduction targets to reduce our total Scope 1 and 2 emissions intensity by 20%, Scope 3 estimated emissions intensity by 35%, and Scope 1, 2 and 3 estimated emissions intensity by 30%, each in comparison to 2019 levels
Alignment with six of the United Nations Sustainable Development Goals consistent with key focus areas and goals of the business to help guide sustainable value creation for the Company
Implementation of a stand-alone Supplier Code of Conduct Policy requiring our suppliers to act in accordance with the principles and guidelines reflected in the policy
Transformational project to enable Warrick to source electricity from the local utility grid, which gives the facility access to a cleaner grid factor and access to renewable energy
Continued diversification of Warrick's primary aluminum supplies to sources with lower carbon footprints
Continued optimization of our use of recycled and scrap aluminum, which saves more than 90% of the energy generally required by primary aluminum production
Continued delivery of leadership and development training, including the Kaiser Leadership Program, Kaiser Women's Leadership Program, Front Line Leadership Development Program and Metallurgy Excellence and Technical Strength Program
EXECUTIVE COMPENSATIONOver 80% of CEO target compensation is “at-risk”, with ~60% subject to stringent performance metrics
Approximately 60% to 70% of the target compensation of the other named executive officers is “at-risk”, with ~40% to 50% subject to stringent performance metrics
Compensation programs supported by best practices and aligned with our strategic objectives and stockholder interests
Continued stockholder support for executive compensation (approximately 98% approval in 2023)

EXECUTIVE COMPENSATION HIGHLIGHTS

Our incentive programs are designed to “pay for performance,” and it is expected that payouts may be impacted during difficult business/economic conditions. The compensation committee, based on our management's recommendation, did not make any adjustments to our 2021-2023 long-term incentive plan ("2021-2023 LTI Plan") despite the numerous challenges we encountered during the 2021 to 2023 performance period, including unprecedented supply chain disruptions, inflationary cost pressures and labor turnover, which negatively impacted our relative total shareholder return ("TSR"), controllable cost and Adjusted EBITDA margin performance and resulted in no performance shares earned under our 2021-2023 LTI Plan.

As described in further detail in the “Executive Compensation - Compensation Discussion and Analysis” section of this Proxy Statement, or CD&A, our 2023 compensation program was developed and designed to:

align the interest of our named executive officers and stockholders by tying a significant portion of compensation to enhancing stockholder return;

attract, motivate and retain highly experienced executives with significant industry experience vital to our short-term and long-term success, profitability and growth;

deliver a mix of fixed and at-risk compensation with the portion of compensation at risk increasing with seniority;

tie our executive compensation to our ability to pay and safety, quality, delivery, productivity and individual performance directly linked to our strategic initiatives; and

ii

require strong financial performance as we continue to invest in our business.

In 2023, the compensation of our named executive officers consisted primarily of the following components:

a base salary (1) compensating each named executive officer based on the level and scope of responsibility, individual expertise and prior experience and (2) providing a fixed amount of cash compensation upon which our named executive officers can rely;

a short-term annual cash incentive (1) payable only if our company achieved certain Adjusted EBITDA, safety, quality, delivery or productivity performance, (2) with positive and negative adjustments to individual awards, in exceptional instances, approved by our compensation committee, based on individual, facility, and/or functional area performance, as well as performance against other strategic initiatives, and (3) capped at 2.5 times target; and

an equity-based, long-term incentive designed to align compensation with the interests of our stockholders and to enhance retention of our named executive officers consisting of (1) restricted stock units with three-year cliff vesting and (2) performance shares, which vest, if at all, based on our performance against demanding underlying metrics over the applicable three-year performance period.

Because grants under our long-term incentive program are outstanding for three years, at any time we have three over-lapping long-term incentive programs outstanding. The underlying metrics applicable to the performance shares can vary as our compensation committee assesses the effectiveness of our outstanding programs, metrics critical to our long-term success, feedback from our stockholders and compensation trends. The following table describes the performance share metrics (described more fully below) for our 2021-2023, 2022-2024 and 2023-2025 long-term incentive programs:

Performance Share Metrics2021-20232022-20242023-2025
Relative TSR60%60%60%
Total Controllable Cost20%
Adjusted EBITDA Margin20%40%40%

The compensation committee, working with its independent compensation consultant, Meridian Compensation Partners, LLC (referred to herein as Meridian), reviews, evaluates and updates our compensation peer group, which includes companies in both similar and different industries, at least annually. For 2023, the compensation committee approved a 25-company peer group more fully described in our CD&A section. Due to the differences in size among the companies in our peer group, Meridian uses a regression analysis to adjust survey data results based on our revenue as compared to the revenue of other companies in our peer group.

Pay for Performance

The table below summarizes the performance metrics under our 2023 short-term incentive plan ("2023 STI Plan") and 2023-2025 long-term incentive plan ("2023-2025 LTI Plan") for our named executive officers:

Incentive ProgramPerformance Metric*WeightingModifier**Impact on Multiplier
Short-Term Incentive PlanAdjusted EBITDA60%Individual+/- 25%
Safety (TCIR & LCIR)10%
Quality10%
Delivery10%
Productivity10%
Long-Term Incentive PlanRelative TSR60%
Adjusted EBITDA Margin40%
  • Safety performance is measured using our TCIR and LCIR. Quality performance is measured using our no-fault claim rate. Delivery performance is measured by our on-time delivery rate. Productivity is measured by our earned dollars per labor hour.

** As noted, the individual modifier is discretionary and, with respect to our executive officers, only used in exceptional instances approved by the compensation committee based on actual performance, including individual, facility and/or functional area performance, as well as performance against other strategic initiatives.

iii

The following summarizes the key features and our performance against the metrics under our 2023 STI Plan and 2021-2023 LTI Plan:

2023 STI Plan

FEATURES
Pay for performance
Rigorous performance goals based on Adjusted EBITDA, safety, quality, delivery and productivity
Strong linkage between performance goals and financial performance as well as strategic non-financial results
In exceptional instances approved by the compensation committee, individual adjustment up to plus or minus 25% based on actual performance, including individual, facility and/or functional area performance, as well as performance against other strategic initiatives
Maximum payout capped at 2.5 times the target
Rigorous performance goals

The final multiplier of our 2023 STI Plan, including the impact of all performance metrics, was 0.86x. The table below summarizes the performance metrics and payout potential under our 2023 STI Plan and our performance against each of the metrics:

Metric · Weighting · Payout Potential · Final Multiplier
Below Threshold · Threshold · Target · Maximum
Adjusted EBITDA60%0.00x0.30x0.60x1.80x0.70x
TCIR5%0.00x0.00x0.05x0.05x0.02x
LCIR5%0.00x0.00x0.05x0.05x0.05x
Quality10%0.00x0.00x0.10x0.10x0.00x
Delivery10%0.00x0.00x0.10x0.10x0.09x
Productivity10%0.00x0.00x0.10x0.10x0.00x
Total100%0.00x0.30x1.00x2.20x0.86x

Annual Performance Award Payouts under Short-Term Incentive Plans for our Named Executive Officers

The table on the right illustrates our annual Adjusted EBITDA performance multipliers for the last three years under our 2021, 2022 and 2023 short-term incentive plans before the application of modifiers for the 2021 and 2022 short-term incentive plans and excluding the impact of the other performance metrics for the 2023 short-term incentive plan. See Appendix A of this Proxy Statement for reconciliations of GAAP to non-GAAP measures. The final multipliers under our short-term incentive plans, after the application of modifiers, for 2021 and 2022 were 0.65x and 0.00x, respectively. As discussed below, the final multiplier of our 2023 STI Plan, after taking into consideration of all performance metrics, was 0.86x.

iv

2021-2023 LTI Plan

FEATURES
Three-year performance period for performance shares (2021-2023)
Includes retention features by utilizing time-vested restricted stock units
Pay for performance by utilizing performance shares subject to demanding metrics
Performance metrics:
(1)20% based on Adjusted EBITDA margin
(2)20% based on controllable cost
(3)60% based on relative TSR
Payout for relative TSR performance is capped at target if TSR is negative
No windfall upon a change in control for performance shares - only shares earned based on performance through the date of the change in control will vest

We did not achieve the performance thresholds under the 2021-2023 LTI Plan. As discussed in more detail below, for the 2021 to 2023 performance period, the impact of the COVID-19 pandemic and operational challenges significantly and negatively impacted our ability to achieve the required level of performance for each of the performance metrics under the 2021-2023 LTI Plan. Accordingly, no performance shares were earned under the 2021-2023 LTI Plan.

Annual Performance Award Payouts under Long-Term Incentive Plans

The table below reflects our annual performance award payouts for the last three years under our completed long-term incentive plans, each of which were negatively impacted by a number of challenging business conditions and operational challenges described in more detail below.

2019-2021 Plan · 2020-2022 Plan · 2021-2023 Plan
MetricWeightingMultiplierWeightedMultiplierWeightingMultiplierWeighted MultiplierWeightingMultiplierWeighted Multiplier
Relative TSR60%0.52x0.31x60%0.00x0.00x60%0.00x0.00x
Cost40%0.00x0.00x20%0.00x0.00x20%0.00x0.00x
Adjusted EBITDA Margin0%0.00x0.00x20%0.00x0.00x20%0.00x0.00x
Plan Multiplier0.31x0.00x0.00x

Performance Share Award Payouts Based on Relative TSR

For our 2021-2023 LTI Plan, 60% of the performance shares granted to our named executive officers were subject to our TSR performance metric over the applicable three-year performance period compared to the TSR of the other companies comprising the S&P SmallCap 600 Materials and S&P MidCap 400 Materials Indices.

In considering constituents for the S&P SmallCap 600 Materials and S&P MidCap 400 Materials Indices, S&P Dow Jones Indices currently looks for companies (1) with market capitalization of between $850 million and $5.2 billion and between $5.2 billion and $14.5 billion, respectively, (2) meeting certain float requirements, (3) with a U.S. domicile, (4) required to file Securities and Exchange Commission ("SEC") annual reports, and (5) listed on a major U.S. exchange, among other factors. The beginning and ending stock prices used to determine our TSR are calculated using the 20-trading day average preceding the beginning and end of the performance period.

For the 2021 to 2023 performance period, our relative TSR performance was negatively impacted by a number of factors, including (i) supply chain challenges, such as the impact of the declaration of force majeure by Warrick’s primary magnesium supplier and ultimately the cessation of all magnesium deliveries from that supplier that led to our declaration of force majeure at Warrick in 2022, (ii) molten metal supply issues that negatively impacted Warrick, (iii) the inflationary environment and significant corresponding increases in costs, (iv) a planned outage at Trentwood in 2022, and (v) a challenging labor market. As a result, we did not achieve the threshold TSR percentile ranking required for a payout and no performance shares were earned under the relative TSR metric.

v

The chart below illustrates the performance share award payouts based on our relative TSR performance for the 2019-2021, 2020-2022 and 2021-2023 long-term incentive programs:

The performance share multiplier is determined by using straight line interpolation based on our TSR percentile ranking within our comparison group based on the table below:
Percentile RankingMultiplier
< 25th0.0x
25th0.5x
50th1.0x
75th1.5x

Performance Share Award Payout Based on Controllable Cost

For our 2021-2023 LTI Plan, 20% of the performance shares granted to our named executive officers were subject to a controllable cost performance metric that required our company to reduce controllable costs to offset underlying inflation over the three-year performance period to achieve the target payout of performance shares subject to the controllable cost metric. Controllable costs are generally defined as our variable conversion costs which adjust with our product volume and mix plus corporate and plant overhead. Controllable costs also (1) include benefits because we believe that management is required to take actions to influence benefit costs over the performance period and (2) exclude, among other things, major maintenance, research and development and enterprise resource planning costs to ensure that we continue to invest in the future of our company. A 6% reduction of controllable costs after offsetting underlying inflation over the same three-year period would result in payout of performance shares equal to two times target and an increase of controllable costs of 6% or more over the three-year performance period would result in no payout of performance shares subject to the controllable cost metric. The controllable cost performance metric under our 2021-2023 LTI Plan did not include Warrick's costs, as we had not closed the acquisition of Warrick at the time our 2021-2023 LTI Plan was implemented.

For the 2021-2023 performance period, our controllable cost performance was significantly impacted by the same challenging business conditions and operational challenges described previously. As a result, we did not reach our threshold controllable cost performance by offsetting the underlying inflation during the performance period and no performance shares were earned under the controllable cost metric.

Performance Share Award Payout Based on Adjusted EBITDA Margin

For our 2021-2023 LTI Plan, 20% of the performance shares granted to our named executive officers were subject to an Adjusted EBITDA margin performance metric, calculated by our Adjusted EBITDA as a percentage of conversion revenue over the three-year performance period. Our conversion revenue is calculated as our net sales less the hedged cost of alloyed metals.

With respect to the 2021-2023 performance period, the same challenging business conditions and operational challenges also impacted our Adjusted EBITDA margin performance. As a result, we did not achieve the threshold Adjusted EBITDA margin required for a payout and no performance shares were earned under the Adjusted EBITDA margin metric.

vi

2023 Total CEO Compensation

As previously noted, the mix of our CEO’s total target compensation is heavily weighted toward performance-based compensation with more than 80% of the total target compensation being at-risk (short- and long-term compensation), more than 60% of the total target compensation being long-term, and 60% of the long-term target being allocated to performance shares.

The market pay analysis performed by Meridian at the end of 2023 reflected that the total target compensation of our CEO for 2023 was 13% below the median of our compensation peer group and that our CEO’s (1) base salary was approximately 3% below the median base salary, (2) short-term incentive target was approximately 8% below the median and (3) long-term incentive target was approximately 18% below the median. While stronger performance in 2023 resulted in a 0.86x payout to our CEO under our 2023 STI Plan, the payout to our CEO under our long-term incentive program was further impacted by the challenging business conditions and operational challenges described above during the 2021-2023 performance period, resulting in no performance shares being earned. As previously discussed, although the payout under our long-term incentive program, including the payout to our CEO, was significantly impacted by the challenging business conditions and operational challenges, based on management’s recommendation, the compensation committee did not make any adjustments to our existing long-term incentive program or the underlying payout.

vii

1550 West McEwen Drive, Suite 500

Franklin, Tennessee 37067

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 11, 2024

TABLE OF CONTENTS

Page
GENERAL QUESTIONS AND ANSWERS1
PROPOSALS REQUIRING YOUR VOTE5
Proposal 1 - Election of Directors5
Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation14
Proposal 3 - Ratification of the Selection of our Independent Registered Public Accounting Firm17
Proposal 4 - Approval of the Amendment and Restatement of the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan17
CORPORATE GOVERNANCE36
Board Leadership Structure37
Risk Oversight37
Director Independence38
Director Designation Agreement38
Board Committees39
Board and Committee Meetings and Consents in 202344
Annual Meetings of Stockholders44
Annual Performance Reviews44
Stockholder Engagement44
Sustainable Value Creation45
Stock Ownership Guidelines and Securities Trading Policy46
Risks Arising from Compensation Policies and Practices46
Stockholder Communications with the Board of Directors47
EXECUTIVE OFFICERS48
EXECUTIVE COMPENSATION49
Compensation Committee Report49
Compensation Discussion and Analysis49
2023 Summary Compensation Table66
All Other Compensation68
Grants of Plan-Based Awards in 202368
Employment-Related Agreements and Certain Employee Benefit Plans69
Outstanding Equity Awards on December 31, 202372
Option Exercises and Stock Vested in 202374
Pension Benefits as of December 31, 202374
Nonqualified Deferred Compensation for 202375
Potential Payments and Benefits Upon Termination of Employment75
Pay Ratio80
Pay versus Performance81
DIRECTOR COMPENSATION84
Director Compensation for 202384
Director Compensation Arrangements85
EQUITY COMPENSATION PLAN INFORMATION86
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP87
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS88
AUDIT COMMITTEE REPORT88
INDEPENDENT PUBLIC ACCOUNTANTS90
OTHER MATTERS91
STOCKHOLDER PROPOSALS91

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 11, 2024: The Proxy Statement and our Annual Report to Stockholders are available at www.envisionreports.com/kalu.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.