KAISER ALUMINUM CORP
For the period ended Jun 10, 2025. Filed Apr 28, 2025.
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Jun 10, 2025 · Filed Apr 28, 2025
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Outstanding Equity Awards on December 31, 2024
Outstanding Equity Awards at December 31, 2024
The table below sets forth the information regarding equity awards held by our named executive officers as of December 31, 2024 and illustrates the impact of the intended design of our compensation program, which generally ensures three years of restricted stock units and performance share awards are outstanding at any time.
| Stock Awards | ||||||
|---|---|---|---|---|---|---|
| Name · Number of Shares orUnits of Stock ThatHave Not Vested(#) · Market Value ofShares or Units ofStock That Have NotVested (1)($) · Equity IncentivePlan Awards:Number of UnearnedShares, Units or OtherRights That Have NotVested(#) · Equity IncentivePlan Awards:Market or Payout Valueof Unearned Shares,Units or Other RightsThat Have Not Vested (1)($) | ||||||
| Keith A. Harvey | 9,964 | (2) | $700,170 | 23,250 | (5) | $1,633,778 |
| 17,429 | (3) | $1,224,736 | 26,144 | (6) | $1,837,139 | |
| 27,471 | (4) | $1,930,387 | 27,471 | (7) | $1,930,387 | |
| Neal E. West | 3,453 | (2) | $242,642 | 5,180 | (5) | $363,999 |
| 4,475 | (3) | $314,458 | 6,712 | (6) | $471,652 | |
| 7,335 | (4) | $515,430 | 7,335 | (7) | $515,430 | |
| John M. Donnan | 3,453 | (2) | $242,642 | 5,180 | (5) | $363,999 |
| 4,239 | (3) | $297,875 | 6,359 | (6) | $446,847 | |
| 6,949 | (4) | $488,306 | 6,949 | (7) | $488,306 | |
| Jason D. Walsh | 20,000 | (8) | $1,405,400 | 2,346 | (5) | $164,853 |
| 1,564 | (2) | $109,902 | 4,239 | (6) | $297,875 | |
| 1,224 | (9) | $86,010 | 4,633 | (7) | $325,561 | |
| 2,826 | (3) | $198,583 | ||||
| 2,500 | (10) | $175,675 | ||||
| 4,633 | (4) | $325,561 | ||||
| Blain A. Tiffany | 20,000 | (8) | $1,405,400 | 2,194 | (5) | $154,172 |
| 1,462 | (2) | $102,735 | 3,003 | (6) | $211,021 | |
| 692 | (9) | $48,627 | 3,281 | (7) | $230,556 | |
| 2,002 | (3) | $140,681 | ||||
| 2,500 | (10) | $175,675 | ||||
| 3,281 | (4) | $230,556 | ||||
(1)
Reflects the aggregate market value determined based on a per share price of $70.27, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2024.
(2)
Reflects the number of restricted stock units received by the named executive officer pursuant to awards granted effective March 5, 2022. All such restricted stock units vested on March 5, 2025, with each entitling the named executive officer to one share of common stock.
(3)
Reflects the number of restricted stock units received by the named executive officer pursuant to awards granted effective March 5, 2023. All such restricted stock units will vest on March 5, 2026 or earlier if the named executive officer’s employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2026, the restricted stock units will remain outstanding and vest on March 5, 2026 (or earlier in the event of his disability or death or a change in control).
(4)
Reflects the number of restricted stock units received by the named executive officer pursuant to awards granted effective March 5, 2024. All such restricted stock units granted will vest on March 5, 2027 or earlier if the named executive officer's employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2027, the restricted stock units will remain outstanding and vest on March 5, 2027 (or earlier in the event of his disability or death or a change in control).
(5)
Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2022. The compensation committee certified the performance level achieved during the three-year performance period on March 5, 2025 and, based on the certified performance level, 44% of the target performance shares received by the named executive officers were earned.
(6)
Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2023. The number of performance shares, if any, earned based on the level of performance achieved during the three-year performance period will vest on the later to occur of March 15, 2026 and the date on which the compensation committee certifies the performance level achieved during the three-year performance period, which shall be no later than March 15, 2026. If, prior to December 31, 2025, the named executive officer’s employment terminates as a result of disability or death, the target number of performance shares will vest. If, prior to the vesting date, the named executive officer’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, the performance shares granted to him will remain outstanding and the number of performance shares, if any, earned on the vesting date will be determined based on the performance level achieved during the performance period. If, prior to December 31, 2025, a change in control occurs, the performance shares granted to him will vest immediately and the number of performance shares, if any, earned upon the change of control date will be determined based on the performance level achieved during the performance period through the change in control date.
(7)
Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2024. The number of performance shares, if any, earned based on the level of performance during the three-year performance period will vest on the later to occur of March 5, 2027 and the date on which the compensation committee certifies the performance level achieved, which shall be no later than March 15, 2027. If, prior to December 31, 2026, the named executive officer's employment terminates as a result of disability or death, the target number of performance shares will vest. If, prior to the vest date, the named executive officer's employment is terminated by us without cause or is voluntarily terminated by him for good reason, the performance shares granted to him will remain outstanding and the number of performance shares, if any, earned upon the vesting date will be determined based on the performance level achieved during the three-year performance period. If, prior to December 31, 2026, a change in control occurs, the performance shares granted to him will vest immediately and the number of performance shares, if any, earned upon the change in control date will be determined based on the performance level achieved during the performance period through the change in control date.
(8)
Reflects the number of restricted stock units received by the named executive officer pursuant to an award granted effective August 12, 2020. All such restricted stock units will vest on August 12, 2025 or earlier if the named executive officer’s employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before August 12, 2025, the restricted stock units will remain outstanding and vest on August 12, 2025 (or earlier in the event of his disability or death or a change in control).
(9)
Reflects the number of restricted stock units received by the named executive officer pursuant to special awards granted effective April 15, 2022 in connection with a promotion. All such restricted stock units granted will vest on March 5, 2025 or earlier if the named executive officer's employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2025, the restricted stock units will remain outstanding and vest on March 5, 2025 (or earlier in the event of his disability or death or a change in control).
(10)
Reflects the number of restricted stock units received by the named executive officer pursuant to special awards granted effective March 5, 2023. All such restricted stock units granted will vest on March 5, 2026 or earlier if the named executive officer's employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2026, the restricted stock units will remain outstanding and vest on March 5, 2026 (or earlier in the event of his disability or death or a change in control).
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