KAISER ALUMINUM CORP, DEF 14A filed on 4/28/2025
Proxy Statement (definitive)
v3.25.1
Document and Entity Information
 12 Months Ended
Dec. 31, 2024
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Kaiser Aluminum Corporation
Amendment Flag false
Entity Central Index Key 0000811596
v3.25.1
Pay vs Performance Disclosure - USD ($)
 5 Months Ended 7 Months Ended 12 Months Ended
Dec. 31, 2020
Jul. 30, 2020
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    

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)(7)

 

 

Adjusted EBITDA ($ millions) (7)(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TSR

 

 

Peer Group TSR (5)

 

 

 

 

 

 

 

(a)

 

(b)

 

 

(c)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

 

(h)

 

 

(i)

 

2024

 

$

6,628,487

 

 

$

6,358,235

 

 

N/A

 

 

N/A

 

 

$

1,862,725

 

 

$

1,863,616

 

 

$

76.19

 

 

$

165.34

 

 

$

47

 

 

$

217

 

2023

 

$

6,207,860

 

 

$

4,594,973

 

 

N/A

 

 

N/A

 

 

$

1,934,172

 

 

$

1,666,028

 

 

$

74.06

 

 

$

163.68

 

 

$

47

 

 

$

210

 

2022

 

$

5,123,725

 

 

$

1,614,307

 

 

N/A

 

 

N/A

 

 

$

1,465,483

 

 

$

639,781

 

 

$

75.68

 

 

$

136.42

 

 

$

(30

)

 

$

142

 

2021

 

$

5,505,512

 

 

$

2,519,794

 

 

N/A

 

 

N/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 2024 and 2022, the PEO is Mr. Harvey ("PEO 1") and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Tiffany. For 2023 and 2021, the PEO is Mr. Harvey and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Raymond D. Parkinson. 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 31st of each applicable year.
(3)
The table below sets forth the values deducted and added to the Summary Compensation Table Total for PEO 1 for 2024:

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

2024

 

 

$

6,628,487

 

 

 

 

$

0

 

 

 

 

$

4,126,783

 

 

 

 

$

3,856,531

 

 

 

 

$

6,358,235

 

 

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 as
of 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



Total Inclusion of Equity Values for PEO 1

2024

 

 

$

3,688,372

 

 

 

 

$

158,234

 

 

 

 

$

9,925

 

 

 

 

$

3,856,531

 

 

 

(4)
The table below sets forth the values deducted and added to the average Summary Compensation Table Total for non-PEO named executive officers for 2024:

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

2024

 

 

$

1,862,725

 

 

 

 

$

0

 

 

 

 

$

833,657

 

 

 

 

$

834,548

 

 

 

 

$

1,863,616

 

 

 

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 of
Equity Awards Granted During
Year 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

2024

 

 

$

745,071

 

 

 

 

$

52,374

 

 

 

 

$

37,103

 

 

 

 

$

834,548

 

 

 

(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, as previously reported.
(7)
Effective January 1, 2025, we elected to change our method of accounting for certain inventory from the LIFO method to the WAC method to improve the comparability of our operational results between periods. This accounting change has not been retrospectively applied to the calculation of Net Income (Loss) or Adjusted EBITDA in the Pay Versus Performance table above or the related relationship graphs below.
(8)
Our company-selected measure is Adjusted EBITDA, which is used as the key performance metric in our short-term incentive plans.
       
Company Selected Measure Name     Adjusted EBITDA        
Named Executive Officers, Footnote    
(1)
For 2024 and 2022, the PEO is Mr. Harvey ("PEO 1") and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Tiffany. For 2023 and 2021, the PEO is Mr. Harvey and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Raymond D. Parkinson. 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.
        
Peer Group Issuers, Footnote    
(5)
For purposes of this disclosure, the peer group is the S&P 600 SmallCap Materials Index..
        
Adjustment To PEO Compensation, Footnote    
(3)
The table below sets forth the values deducted and added to the Summary Compensation Table Total for PEO 1 for 2024:

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

2024

 

 

$

6,628,487

 

 

 

 

$

0

 

 

 

 

$

4,126,783

 

 

 

 

$

3,856,531

 

 

 

 

$

6,358,235

 

 
       
Non-PEO NEO Average Total Compensation Amount     $ 1,862,725 $ 1,934,172 $ 1,465,483 $ 2,052,660 $ 1,727,323
Non-PEO NEO Average Compensation Actually Paid Amount     $ 1,863,616 1,666,028 639,781 1,363,746 1,705,476
Adjustment to Non-PEO NEO Compensation Footnote    
(4)
The table below sets forth the values deducted and added to the average Summary Compensation Table Total for non-PEO named executive officers for 2024:

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

2024

 

 

$

1,862,725

 

 

 

 

$

0

 

 

 

 

$

833,657

 

 

 

 

$

834,548

 

 

 

 

$

1,863,616

 

 

 

        
Equity Valuation Assumption Difference, Footnote    

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 as
of 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



Total Inclusion of Equity Values for PEO 1

2024

 

 

$

3,688,372

 

 

 

 

$

158,234

 

 

 

 

$

9,925

 

 

 

 

$

3,856,531

 

 

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 of
Equity Awards Granted During
Year 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

2024

 

 

$

745,071

 

 

 

 

$

52,374

 

 

 

 

$

37,103

 

 

 

 

$

834,548

 

 
       
Compensation Actually Paid vs. Total Shareholder Return    

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 2024.

img245409913_24.jpg

The table above also describes the relationship between our one-, two-, three-, four- and five-year cumulative TSR compared to the weighted average one-, two-, three-, four- and five-year cumulative TSR of the companies in the S&P SmallCap 600 Materials Index. Our TSR during 2020 through 2022 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.

       
Compensation Actually Paid vs. Net Income    

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 previously reported Net Income (Loss) for fiscal years 2020 through 2024.

img245409913_22.jpg

        
Compensation Actually Paid vs. Company Selected Measure    

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 previously reported Adjusted EBITDA for fiscal years 2020 through 2024.

img245409913_23.jpg

        
Tabular List, Table    

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

 

 

        
Total Shareholder Return Amount     $ 76.19 74.06 75.68 90.25 92.45
Peer Group Total Shareholder Return Amount     165.34 163.68 136.42 145.27 122.68
Net Income (Loss)     $ 47,000,000 $ 47,000,000 $ (30,000,000) $ (19,000,000) $ 29,000,000
Company Selected Measure Amount     217,000,000 210,000,000 142,000,000 185,000,000 154,000,000
PEO Name Mr. Harvey Mr. Hockema Mr. Harvey Mr. Harvey Mr. Harvey Mr. Harvey  
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Non-GAAP Measure Description    
(8)
Our company-selected measure is Adjusted EBITDA, which is used as the key performance metric in our short-term incentive plans.
       
Measure:: 2              
Pay vs Performance Disclosure              
Name     Relative TSR        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA Margin        
PEO One [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 6,628,487 $ 6,207,860 $ 5,123,725 $ 5,505,512 $ 3,231,260
PEO Actually Paid Compensation Amount     6,358,235 $ 4,594,973 $ 1,614,307 $ 2,519,794 2,110,286
PEO Two [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount             4,249,853
PEO Actually Paid Compensation Amount             $ 4,249,853
PEO | PEO One [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | PEO One [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,856,531        
PEO | PEO One [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (4,126,783)        
PEO | PEO One [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,688,372        
PEO | PEO One [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     158,234        
PEO | PEO One [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     9,925        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     834,548        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (833,657)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     745,071        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     52,374        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 37,103        
v3.25.1
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 12 Months Ended
Dec. 31, 2024
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