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KAISER ALUMINUM CORP

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

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About this filing

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

Use the contents to explore the available documents and sections.

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

Pay versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” to our principal executive officers (“PEO”) and to our non-PEO named executive officers and certain financial performance of the Company.

Year · Summary Compensation Table (SCT) Total for PEO 1 (1) · Compensation actually paid to PEO 1 (1)(2)(3) · SCT Total for PEO 2 (1) · Compensation actually paid to PEO 2 (1)(2) · Average SCT Total for non-PEO NEOs (1) · Average compensation actually paid to non-PEO NEOs (1)(2)(4) · Value of Initial Fixed $100 Investment based on: · Net Income (Loss)($ millions) (6) · Adjusted EBITDA ($ millions) (7)
TSR · Peer Group TSR (5)
(a)(b)(c)(b)(c)(d)(e)(f)(g)(h)(i)
2023$6,207,860$4,594,973N/AN/A$1,934,172$1,666,028$74.06$163.68$47$210
2022$5,123,725$1,614,307N/AN/A$1,465,483$639,781$75.68$136.42$(30)$142
2021$5,505,512$2,519,794N/AN/A$2,052,660$1,363,746$90.25$145.27$(19)$185
2020$3,231,260$2,110,286$4,249,853$4,249,853$1,727,323$1,705,476$92.45$122.68$29$154

(1)

For 2023 and 2021, the PEO is Mr. Harvey ("PEO 1") and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Parkinson. For 2022, the PEO is Mr. Harvey and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Blain A. Tiffany. For 2020, the PEOs are Messrs. Harvey and Hockema and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Tiffany. Mr. Hockema served as our PEO ("PEO 2") until July 30, 2020 and Mr. Harvey has served as our PEO since July 31, 2020.

(2)

The fair value of equity awards reported for the purposes of compensation actually paid is calculated using the same methodologies as the fair value of equity awards reported in the applicable Summary Compensation Table and adjusted for the share price and, for performance share awards, the probable outcome of the performance conditions, including as applicable as of December 31 stof each applicable year.

(3)

The table below sets forth the values deducted and added to the Summary Compensation Table Total for PEO 1.

Year ·  · Summary Compensation Table Total for PEO 1 · Exclusion of Change in Pension Value for PEO 1 ·  · Exclusion of Stock Awards ·  · Inclusion of Equity Values ·  · Compensation Actually Paid to PEO 1
2023$6,207,860$0$4,012,956$2,400,069$4,594,973

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Year ·  · End Fair Value of Equity Awards Granted During Year That Remained Unvested asof Last Day of Year for PEO 1 · Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 ·  · Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 ·  · Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards that Forfeited During Year for PEO 1 · Total Inclusion of Equity Values for PEO 1
2023$3,444,885$(897,830)$55,599$(202,585)$2,400,069

(4)

The table below sets forth the values deducted and added to the average Summary Compensation Table Total for non-PEO named executive officers.

Year ·  · Average Summary Compensation Table Total for non-PEO NEOs · Average Exclusion of Change in Pension Value for Non-PEO NEOs ·  · Exclusion of Stock Awards ·  · Inclusion of Equity Values ·  · Average Compensation Actually Paid to non-PEO NEOs
2023$1,934,172$0$1,010,913$742,769$1,666,028

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Year ·  · Average Year-End Fair Value ofEquity Awards Granted DuringYear That Remained Unvested as of Last Day of Year for Non-PEO NEOs · Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ·  · Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ·  · Total Average Inclusion of Equity Values for Non-PEO NEOs
2023$895,339$(159,624)$7,054$742,769

(5)

For purposes of this disclosure, the peer group is the S&P 600 SmallCap Materials Index..

(6)

Net income (loss) is calculated in accordance with GAAP.

(7)

Our company-selected measure is Adjusted EBITDA (as defined in Appendix A), which is used as the key performance metric in our short-term incentive plans.

The tables below show the relationship between compensation actually paid to our PEOs and the average of the compensation actually paid to our non-PEO named executive officers and each of our Adjusted EBITDA, net income and TSR for fiscal years 2020 through 2023, plus the relationship between our TSR and Peer Group TSR for fiscal years 2020 through 2023. For ease of discussion, we have aggregated the compensation of Messrs. Harvey and Hockema for 2020, as each served as our CEO for a portion of 2020. See the section entitled “Executive Compensation - Compensation Discussion and Analysis” for a discussion of compensation paid to our named executive officers and see Appendix A to this Proxy Statement for reconciliations of GAAP to non-GAAP measures.

Compensation Actually Paid versus Net Income

The table below describes the relationship between compensation actually paid to our PEOs and the average of the compensation actually paid to our non-PEO named executive officers and our Net Income (Loss) for fiscal years 2020 through 2023.

Compensation Actually Paid versus Adjusted EBITDA

The table below describes the relationship between compensation actually paid to our PEOs and the average of the compensation actually paid to our non-PEO named executive officers and our Adjusted EBITDA for fiscal years 2020 through 2023.

Compensation Actually Paid versus TSR

The table below shows the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO named executive officers and our cumulative TSR and between our cumulative TSR and the TSR of our peer group for fiscal years 2020 to 2023.

The table above also describes the relationship between our one-, two- and three-year cumulative TSR compared to the weighted average one-, two- and three-year cumulative TSR of the companies in the S&P SmallCap 600 Materials Index. As previously discussed, our TSR over the last three years was impacted by a series of external issues and challenges initiating with the onset of the COVID-19 pandemic late in the first quarter of 2020 that negatively impacted the end markets for many of our products, including large commercial aerospace applications. In addition, while the S&P SmallCap 600 Materials Index reflects our industry sector, many of the companies included in the index were not as heavily impacted by the COVID-19 pandemic related impact on the aerospace industry.

Tabular List of Most Important Performance Measures

The following are the most important financial performance measures used by the Company to link executive compensation actually paid to our named executive officers to the Company’s performance for the most recently completed fiscal year.

Most Important Performance Measures

Adjusted EBITDA

Relative TSR

Adjusted EBITDA Margin

ContentsView on SEC.gov

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