KAISER ALUMINUM CORP
For the period ended Jun 10, 2025. Filed Apr 28, 2025.
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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 10, 2025 · Filed Apr 28, 2025
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Contents
CORPORATE GOVERNANCE
Our board of directors is responsible for providing effective governance over the affairs of our company. Our corporate governance practices are designed to align the interests of our board of directors and management with those of our stockholders and to promote honesty, integrity and our corporate values throughout the Company. Highlights of our corporate governance practices are described below.
A copy of the current charter, as approved by our board of directors, for each of the executive committee, audit committee, compensation committee, nominating and corporate governance committee and sustainability committee, and a copy of each of our corporate governance guidelines and our code of business conduct and ethics, which applies to all of our directors and employees, including our executive officers, are available on our website atwww.kaiseraluminum.com under "Investors - Governance." Furthermore, we will post any amendments to our code of business conduct and ethics, or waivers of the code for our directors or executive officers, on our website atwww.kaiseraluminum.com under "Investors- Governance."
Corporate Governance Highlights
Highlights of our corporate governance practices are described below:
| Board Structure | | Highly independent - 90% of the directors are independent |
|---|---|---|
| | Independent audit, compensation, nominating and corporate governance and sustainability committees | |
| | Diverse in perspective and background - 30% gender diversity and 20% ethnic diversity | |
| | Strong lead independent director | |
| Board Practices and Policies | | Strong commitment to succession planning and board refreshment - 70% of directors have a tenure of less than six years |
| | Regular executive session of independent directors without management present at every board and committee meeting | |
| | Oversight of management activities, including annual risk management assessment | |
| | Directors encouraged and invited to attend meetings of committees of which they are not members | |
| | Directors are prohibited from serving on more than three other boards of public companies or public investment funds without board approval | |
| | Robust annual board and committee assessments, including performance reviews of individual directors and the utilization of a third party evaluator at least once every three years | |
| | Encourage diversity of gender, ethnicity, age, perspective and background, as well as a range in tenure to ensure both continuity and fresh perspectives | |
| Accountability | | Regular extensive engagement by management with stockholders to discuss matters including our performance, governance structure, compensation practices and other sustainability initiatives |
| | Majority vote standard in uncontested director elections | |
| | Annual governance surveys to assess our culture and the effectiveness of our training | |
| | Encourage reporting of illegal or unethical behavior, including the use of InTouch, a third-party reporting program | |
| | No related-party transactions requiring disclosure under Section 404(a) of Regulation S-K |
| Share Ownership / Compensation | | “Pay for performance” compensation structure |
|---|---|---|
| | Robust equity ownership and retention requirements for executives and directors | |
| | Prohibition of hedging, pledging and lending of our shares | |
| | Robust clawback policies in our incentive compensation plans (in addition to the clawback policy required by Dodd-Frank and Nasdaq listing standards) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.