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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
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Kaiser Aluminum Corporation
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LETTER TO OUR STOCKHOLDERS
FROM OUR CHAIRMAN OF THE BOARD AND OUR LEAD INDEPENDENT DIRECTOR

April 30, 2019

Dear Stockholder:

On behalf of our Board of Directors and management team, thank you for your continued support of Kaiser Aluminum and your participation in this year’s Annual Meeting of Stockholders. It is our pleasure to invite you to attend the Annual Meeting of Kaiser Aluminum Corporation to be held at the Company’s corporate office, located at 27422 Portola Parkway, Suite 200, Foothill Ranch, California 92610, on Thursday, June 6, 2019, at 9:00 a.m., local time. While the company does not expect to make a separate presentation, our directors and officers will be present at the Annual Meeting and will be 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 in person, 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 in person, please review the information on attendance provided on page 2 of the 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:

BUSINESS STRATEGY AND PERFORMANCE HIGHLIGHTS

Our success over the years has been driven by our people and a highly focused and consistent strategy, overseen by our Board, to drive steady continuous improvement. We pursue six key strategic initiatives that align our actions with our corporate values to ensure that our long-term success is driven by practices that are economically, environmentally and socially responsible.
Ÿ
 Advance our position as the supplier of choice
Ÿ
 Enhance quality and depth of technical and managerial talent
Ÿ
 Achieve and sustain a position as a low cost producer
Ÿ
 Sustain financial strength and flexibility
Ÿ
 Pursue profitable sales growth
Ÿ
 Enhance our standing as a valued corporate citizen

This strategy has been successful in uniquely positioning our Company to benefit all of our stakeholders, and we are confident that this strategy will continue to drive improvement in the future. With consistent execution of these strategic priorities we have achieved a strong, industry-leading business, evidenced again in 2018 by excellent results and a number of important milestones, despite formidable headwinds. We achieved record shipments, record value-added revenue, near-record adjusted EBITDA and record adjusted net income and adjusted earnings per share. In addition, we continued to invest in our platform for further growth and efficiency, and we returned approximately $100 million to stockholders through share repurchases and dividends consistent with our capital allocation priorities.

While 2019 will present some challenges given uncertainty in aerospace and automotive demand, we remain focused on executing on our strategic initiatives to capture the full efficiency and capacity benefits from our recent Trentwood investments and to position the Company for expected strong automotive shipments growth in 2020 and 2021. We are well positioned in attractive, growing served markets, and, through a combination of capital investment and ongoing process enhancements, we expect to continue steady improvement in underlying manufacturing cost efficiency to further drive value for all of our stakeholders. Our strong balance sheet and cash flow generation will support our growth and capital deployment priorities and provide sustainability through industry cycles.





BOARD OVERSIGHT OF STRATEGY

Our Board of Directors remains actively focused on overseeing the Company’s business strategies, risk management, talent development, and succession planning and our Company’s long-term strategy development and execution. In addition to ongoing programs embedded within our enterprise risk management programs, additional areas of focus including environmental, social and governance matters, are reviewed by management with our Board of Directors annually.

By focusing on our long-term outlook, we are best able to support our common goal of creating enduring value in our company and for our stockholders. We contribute to management’s strategic plan by engaging the company's senior management in robust discussions about the company’s overall strategy, priorities for its businesses, capital allocation, risk assessment and opportunities for continued long-term growth through our regularly scheduled meetings, including a dedicated annual strategic planning session, and throughout the year.

CORPORATE GOVERNANCE AND STOCKHOLDER ENGAGEMENT

We believe effective governance means ongoing and thoughtful evaluation of our governance structure, including our Board and board committees, and constructive stockholder engagement on evolving environmental, social and governance issues. We conduct an annual corporate governance survey of management and non-management employees in order to monitor the internal perception around a broad range of topics including the company's control environment, risk mitigation and management, the use of technology, company values and the overall “tone at the top.”

Our Board of Directors values the feedback and insights gained from frequent engagement with our stockholders. In 2018, in addition to interactions regarding our financial performance, management engaged with stockholders representing approximately 55% of our outstanding shares on matters relating to our long-term business strategy and performance, corporate governance, executive compensation and corporate responsibility. We are committed to including our stockholders’ perspectives in boardroom discussions, and we believe that regular engagement with our stockholders is necessary in order to ensure thoughtful and informed consideration of those matters. We look forward to continuing to engage in productive dialogue with our stockholders in 2019 and beyond.

BOARD COMPOSITION AND SUCCESSION PLANNING

Our Board is highly independent, engaged and diverse in perspective and background as reflected by the composition of our board which is currently 90% independent and 40% gender or ethnically diverse. This structure underscores the Board’s belief that the Company is best served when it can draw upon members with a variety of perspectives to exercise strong and experienced oversight. We have a policy of encouraging diversity of gender, ethnicity, age and background, as well as a range of tenures on the board to ensure both continuity and fresh perspectives among our director nominees.

In addition, we recognize the importance of and remain committed to board refreshment and succession planning that ensures our directors possess a composite set of skills, experience and qualifications necessary to successfully review, challenge and help shape the Company’s strategic direction. We have a robust, multi-tiered self-evaluation process, which consists of annual reviews at the Board, committee and individual director levels.

In 2018, we added a new highly qualified independent director, Emily Liggett, to our board of directors. Ms. Liggett was president and chief executive officer of Nova Torque, Inc. and has management and board experience in a variety of manufacturing companies.

In 2019, as part of our board of director’s continued commitment to board refreshment, Teresa Sebastian and Donald J. Stebbins, two new highly qualified individuals, have been nominated to join the board this year, reflecting a total of four new highly qualified individuals nominated to join the board in the last five years. Ms. Sebastian is President and Chief Executive Officer of The Dominion Asset Group, was previously the Senior Vice President, General Counsel, Corporate Secretary and Internal Audit executive leader, of Darden Restaurants, Inc., and is experienced in finance, mergers and acquisitions, global transactions, internal audit, governance, enterprise risk, and compliance. Mr. Stebbins is the former President and Chief Executive Officer of Superior Industries International, Inc. and has extensive automotive industry experience, as well as experience in international business, manufacturing, sales, product innovation and development, accounting and finance, and mergers and acquisitions. Upon election of the Class I directors, our board of directors would be 91% independent and 45% gender or ethnically diverse.





CORPORATE SUSTAINABILITY MATTERS

Creating sustainable value for our stakeholders is an integral part of our corporate values, the end markets we serve, how we manage our business, and what we view as just good business practices. We conduct our operations in a sound environmental manner, and, within a culture of continuous improvement, we continually seek to improve our product quality and manufacturing efficiency through process improvement and capital investments that reduce our environmental impact and, in turn, reduce the environmental impact of our customers.
 
We recognize that long-term excellence requires sustainable practices, and we manage our business for long-term success in a manner that is economically, environmentally and socially responsible. In furtherance of our commitment to these matters, this past year we sought to articulate our story through our inaugural 2018 Sustainability Report that captures highlights of our sustainability culture and initiatives.

We maintain a strong focus on financial strength and flexibility and manage our liquidity and conservative capital structure to remain strong through the business and economic cycles.
Our core values drive our strategic initiatives, which are translated into annual key process indicators focused on results, and our incentive compensation structure includes performance metrics to ensure we are aligned with our common goal of creating enduring value in our company for all of our stakeholders.
We strive to be an employer of choice by providing equal opportunity employment and a non-discriminating workplace, protecting the health and safety of our employees, maintaining a positive and constructive relationship with our employees and their designated representatives, developing and empowering our employees and being responsible and active members of our communities.
We believe it is important to the success of our business that we be good stewards of our environment and resources. To that end, we focus on both compliance and ensuring that we are taking the steps now to facilitate compliance in the future. Our focus on lean manufacturing processes helps us proactively mitigate our environmental footprint.

To all of our stakeholders - customers, suppliers, investors, employees and the communities in which we operate - thank you for your ongoing contribution and support. Your efforts have made Kaiser Aluminum what it is today - a highly differentiated, well-respected leader in our industry - and a company well positioned for continued growth and success in the future.
 
 
 
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Jack A. Hockema
 
Alfred E. Osborne, Jr.
Chief Executive Officer and Chairman of the Board
 
Lead Independent Director




Kaiser Aluminum Corporation
27422 Portola Parkway, Suite 200
Foothill Ranch, CA 92610-2831

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 6, 2019

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Kaiser Aluminum Corporation will be held at the company's corporate office, located at 27422 Portola Parkway, Suite 200, Foothill Ranch, California 92610, on Thursday, June 6, 2019, at 9:00 a.m., local time, for the following purposes:

(1)
To elect four members to our board of directors for three-year terms to expire at our 2022 annual meeting of stockholders;

(2)
To approve, on a non-binding, advisory basis, the compensation of our named executives 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 2019; and

(4)
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.

The close of business on April 12, 2019 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
 
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John M. Donnan
 
Executive Vice President - Legal,
 
Compliance and Human Resources
 
 
April 30, 2019
 
Foothill Ranch, California
 






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 or her qualifications may be found beginning on page 4.

Name
Age
Director Since
Primary Occupation
Independent
Committee Membership
Alfred E. Osborne, Jr.
74
2006
Interim Dean, UCLA Anderson School of Management
ü
Ÿ
Audit
Ÿ
Executive
Ÿ
Nominating and Corporate Governance (Chair)
Teresa Sebastian (New)
61
N/A
President and Chief Executive Officer of The Dominion Asset Group
ü
 
 
Donald J. Stebbins (New)
61
N/A
Former President and Chief Executive Officer of Superior Industries International, Inc.
ü
 
 
Thomas M. Van Leeuwen
62
2006
Retired Director - Senior Equity Research Analyst, Deutsche Bank Securities, Inc.

ü
Ÿ
Audit
Ÿ
Executive
Ÿ
Compensation (Chair)
Ÿ
Nominating and Corporate Governance

Proposal 2 - Advisory Vote on Executive Compensation

The board of directors recommends a vote "FOR" the approval 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 13.

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 2019.

Additional information about the independent registered public accounting firm may be found beginning on page 16.








i



PROXY STATEMENT SUMMARY

With consistent execution of our strategic priorities we have achieved a strong, industry-leading business, evidenced again in 2018 by excellent results and a number of important milestones, despite formidable headwinds. This summary highlights information contained elsewhere in this Proxy Statement. This summary 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 OVERVIEW
Ÿ
Leading North American producer of highly engineered aluminum mill products
Ÿ
Focus on demanding applications for aerospace, automotive and general industrial end-markets
Ÿ
Fundamental part of business model is mitigating impact of aluminum price volatility
Ÿ
Long-standing customer relationships - original equipment manufacturers, tier 1 suppliers and metal service centers
Ÿ
Differentiate through broad product offering and “Best in Class” customer satisfaction
Ÿ
Significant investment in talent development throughout company
 
 
 
PERFORMANCE HIGHLIGHTS
Ÿ
Achieved key cost position with plant & equipment investments at 2x rate of depreciation
Ÿ
Maintained financial strength through business cycle, steadily increasing quarterly dividends
Ÿ
Invested over $750 million in organic investments and over $140 million in bolt-on acquisitions since 2007
Ÿ
Returned over $700 million to shareholders since 2007
Ÿ
Solid total stockholder return ("TSR") over extended period (outperformed direct peers and S&P 600 Materials Index) with less volatility than many other industry participants
Ÿ
Excellent results despite significant headwinds from aerospace supply chain destocking, high contained metal and freight costs and newly authorized tariffs
RECORD
 
 
 
 
 
RECORD
 
RECORD
 
NEAR RECORD
 
 
 
RECORD
 Shipments
 
Net Sales
 
Net Income
 
Adjusted Net Income*
 
Value Added Revenue*
 
Adjusted EBITDA*
 
Earnings Per Share
 
Adjusted Earnings Per Share*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
652
 
$1,586
 
$92
 
$109
 
$828
 
$205
 
$5.43
 
$6.48
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Million lbs
 
Million
 
Million
 
Million
 
Million
 
Million
 
 
 
 
______________

*See Appendix A to this Proxy Statement for reconciliations of measures from generally accepted accounting principles (“GAAP”) to non-GAAP. While our use of terms such as earnings before interest, tax, depreciation and amortization (“EBITDA”) or “adjusted” are not intended to be (and should not be relied on) in lieu of the comparable caption under GAAP to which it is 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.
BOARD OF DIRECTORS
Ÿ
Diverse and independent Board
Ÿ
Robust and multi-tiered Board and Committee annual assessment process
Ÿ
Utilize internal resource and/or third party to facilitate Board and Committee evaluations
Ÿ
Continuing focus on identifying critical skills needed to support company strategy and succession planning
Ÿ
United Steelworkers ("USW") has right to nominate 40% of our Board members
Ÿ
Elected new independent director, Emily Liggett, in 2018 with significant CEO, board and manufacturing experience
Ÿ
Two new highly qualified individuals have been nominated to join the board this year
Ÿ
Strong support for continued proactive and effective stockholder engagement (> 50% annually)

ii



2018 CAPITAL ALLOCATION
Ÿ
Consistent capital allocation strategy focused on organic growth, external growth and returning cash to shareholders through dividends and share repurchases
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Ÿ
Continued investment to further manufacturing efficiency, quality and capacity
Ÿ
Acquired Imperial Machine & Tool Co. ("IMT"), a leader in multi-material additive manufacturing and machining technologies for aerospace and defense, automotive, high-tech, and general industrial applications, to further advance capability to deliver highly engineered solutions for customers
Ÿ
Increased quarterly dividend for the 8th consecutive year
Ÿ
Returned approximately $100 million to shareholders through share repurchases and dividends
 
CONSISTENT CAPITAL ALLOCATION STRATEGY
 
 
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Cash deployment track record
 
 
 
Ÿ
Invested ~$750M in the business since 2007 (~2x depreciation)
 
 
 
Ÿ
Distributed >700M to stockholders since 2007
 
 
 
 
Ÿ
Dividends increased each year since 2011
 
 
 
 
Ÿ
~6.2 million shares repurchased at an average price of $67.42
 
 
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ENVIRONMENT & SUSTAINABILITY
Ÿ
Sustainability is an integral part of our corporate values
Ÿ
Our business is managed for long-term success in a manner that is economically, environmentally and socially responsible
Ÿ
Our products are part of the carbon solution, facilitating light weighting and increased fuel efficiency
Ÿ
Aluminum is infinitely recyclable and we have continued to increase our use of recycled scrap
Ÿ
Our investments increasing our manufacturing efficiency reduce our environmental impact and the impact of our customers
Ÿ
Published inaugural Corporate Sustainability Report in response to feedback from stockholders in connection with our proactive engagement efforts
Ÿ
Launched new website with enhanced environmental, social and governance disclosures
Ÿ
Continued proactive engagement with BlueGreen Alliance, environmental groups and others

iii



Executive Compensation
Ÿ
Approximately 75% of CEO and COO target compensation is “at-risk”, with >50% subject to stringent performance metrics
Ÿ
Approximately 65% of other NEO target compensation is “at-risk”, with >50% subject to stringent performance metrics
Ÿ
Compensation programs supported by best practices and aligned with our strategic objectives and stockholder interests
Ÿ
Stockholder approval of compensation consistently exceeds 90%; 93% approval in 2018
Ÿ
Incentive plans' financial and performance metrics continue to demand increasing levels of performance as more fully described below in our Executive Compensation Highlights

EXECUTIVE COMPENSATION HIGHLIGHTS

As noted in the letter from our Chairman and Lead Independent Director, our success over the years has been driven by our people, a highly focused and consistent strategy to drive steady continuous improvement and our pursuit of six key strategic initiatives that align our actions with our corporate values to ensure that our long-term success is driven by practices that are economically, environmentally and socially responsible.
Ÿ
 Advance our position as the supplier of choice
Ÿ
 Enhance quality and depth of technical and managerial talent
Ÿ
 Achieve and sustain a position as a low cost producer
Ÿ
 Sustain financial strength and flexibility
Ÿ
 Pursue profitable sales growth
Ÿ
 Enhance our standing as a valued corporate citizen

Each of those initiatives have been, and continue to be, reflected in our compensation structure. As described in further detail in the “Executive Compensation - Compensation Discussion and Analysis” section of this Proxy Statement, or CD&A, our 2018 compensation structure 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; and

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

In 2018 the compensation of our named executive officers consisted primarily of the following components:

a base salary targeted at the 50th percentile of our compensation peer group (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 targeted at the 50th percentile of our compensation peer group (1) payable only if our company achieved a certain adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, performance level which has continued to increase, resulting in increasingly demanding performance required to realize the same or similar payouts year-over-year, (2) adjusted based on our (a) safety performance, (b) quality performance, (c) delivery performance, (d) cost performance, and, (e) in exceptional and rare instances approved by our compensation committee, individual and group performance, and (3) capped at three times target; and

an equity-based, long-term incentive targeted at between the 50th and 65th percentile of our compensation peer group and 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.


iv



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 and 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 and compensation trends. The following table describes the performance share metrics (described more fully below) we used for our 2016-2018, 2017-2019 and 2018-2020 long-term incentive programs:
Performance Share Metrics
2016-2018
2017-2019
2018-2020
Relative TSR
60%
40%
30%
Total Controllable Cost
40%
40%
40%
Economic Value Added
 
20%
30%

We benchmark our long-term incentives at between the 50th and the 65th percentiles to (1) provide more flexibility for our compensation program where necessary and appropriate, (2) facilitate our ability to address substantive differences in the roles, scope of responsibility and experience of our named executive officers when compared to the positions reflected in our compensation peer group and (3) more heavily weight the compensation of our named executive officers to appropriately emphasize the long-term equity based pay, ensure that our named executive officers maintain a stockholder perspective, directly promote retention of key executives, ensure that a substantial portion of compensation is at risk and subject to forfeiture and link awards to our overall performance and the creation of long-term stockholder value. In addition, we compete for talent with companies much larger than us and those included in our compensation peer group and these larger companies aggressively recruit the most highly qualified talent in critical functions.

Our compensation committee, working with the compensation committee’s compensation consultant, Meridian 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 2018, our compensation committee approved the 34-company peer group more fully described in our CD&A section with (1) market caps ranging from $622 million to approximately $9.8 billion and a median market cap of approximately $1.8 billion and (2) revenues ranging from $638 million to approximately $3.1 billion and median revenue of approximately $1.6 billion. 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 2018 short-term incentive and 2018-2020 long-term incentive plans:
Incentive Program
Performance Metric
Weighting
Modifier
Impact on Multiplier
Short-Term Incentive Plan
Adjusted EBITDA
100%
Safety (TCIR & LCIR)
+/- 10%
 
 
 
Quality
+/- 10%
 
 
 
Delivery
+/- 10%
 
 
 
Cost
+/- 20%
 
 
 
Individual*
+/- 100%
Long-Term Incentive Plan
Total Controllable Cost
40%
 
 
 
EVA
30%
 
 
 
TSR
30%
 
 
_______________

* As noted, individual awards are capped at three times target and the individual modifier is only used in exceptional and rare instances approved by the compensation committee.


v



The following summarizes our performance against the metrics under our 2018 short-term incentive and 2016-2018 long-term incentive plans:

2018 Short-Term Incentive
Adjusted EBITDA
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_______________

* The targets are based on the Adjusted EBITDA required to achieve the designated return on net assets (excluding cash) plus depreciation. As noted, increasing net assets and depreciation raise the year-over-year Adjusted EBITDA targets. While we achieved strong quality performance in 2018, our safety, on-time delivery and cost performance lagged and did not meet our expectations or demanding requirements, resulting in +7%, -10%, -10% and -4% modifiers, respectively, and an overall reduction of Adjusted EBITDA multiplier of 1.4 to a final multiplier of 1.2.
FEATURES
Ÿ
Pay for performance
Ÿ
Adjusted EBITDA target determined based on return on net assets (excluding cash) plus depreciation
Ÿ
Modifiers for safety, quality, delivery and cost performance establishing a strong linkage to strategic non-financial results
Ÿ
In exceptional and rare instances approved by our compensation committee, individual adjustment up to plus or minus 100% based on actual performance, including individual, facility, and/or functional area performance
Ÿ
No payout unless we:
 
(1)
achieve the threshold Adjusted EBITDA goal
 
(2)
generate positive adjusted net income
Ÿ
Maximum payout capped at three times the target
Ÿ
Rigorous financial performance goals - target increases with investments and increasingly higher net assets and depreciation

Annual Performance Award Payouts under Short-Term Incentive Plans for our Named Executive Officers
The Adjusted EBITDA targets under our short- term incentive plan reflect the Adjusted EBITDA required to achieve 7.5%, 15% and 35% returns on our net assets (excluding cash) at the threshold, target and maximum payout levels and also recover our depreciation. As we have continued to invest in our business our net assets and depreciation have continued to grow, and, as a result, the Adjusted EBITDA targets have continued to increase each year. To that end, our Adjusted EBITDA performance at the target level increased 10% from 2017 to 2018 and 21% from 2016 to 2018.
 
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The table on the right illustrates our annual Adjusted EBITDA performance multiplier for the last three years under our short-term incentive plans before the application of modifiers. See Appendix A to this Proxy Statement for reconciliations of GAAP to non-GAAP measures.
 

vi



The Adjusted EBITDA Multiplier under our 2018 Short-Term Incentive Plan is the lowest in the last three years despite our near-record Adjusted EBITDA performance due to our annually increased Adjusted EBITDA targets. After the application of modifiers, the the final multipliers under our short-term incentive plan for 2016 ranged from 2.2 to 2.6 and the final multipliers under our short-term incentive plans for 2017 and 2018 were approximately and 1.5 and 1.2 respectively, each reflecting the impact of our performance against demanding modifiers.

2016-2018 Long-Term Incentive
Relative TSR*
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Controllable Cost**
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_____________

* Relative TSR is against companies comprising the S&P 600 SmallCap Materials Sector Index. Payout capped at target if TSR is negative.

** Payout at target only if we offset underlying inflation. Payout at maximum only if we achieve 3% or more annualized cost reduction after offsetting underlying inflation.
FEATURES
Ÿ
Three-year performance period (2016-2018)
Ÿ
Include retention features by utilizing time-vested restricted stock units
Ÿ
Pay for performance by utilizing performance shares subject to demanding metrics
Ÿ
Performance metrics:
 
(1)
40% based on controllable cost
 
(2)
60% based on relative TSR
Ÿ
Payout for relative TSR performance is capped at target if TSR is negative
Ÿ
Payout at target for controllable cost performance only if we offset inflation
Ÿ
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



vii



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 long-term incentive plans. The payout under our 2016-2018 Long-Term Incentive Plan was lower primarily as result of our lower relative TSR performance against the other companies in the S&P 600 SmallCap Materials Sector Index.
Performance Period
Payout Year
Performance Metric
Weighting
Company Performance
Actual Payout as Percentage of Target
2016-2018
2019
Relative TSR
60
%
45th Percentile
90
%
 
 
Controllable Cost
40
%
1% Cost Reduction*
118
%
 
 
Weighted Average
 
 
101
%
2015-2017
2018
Relative TSR
100
%
81st Percentile
170
%
2014-2016
2017
Relative TSR
100
%
63rd Percentile
126
%
_______________

* After offsetting underlying inflation.

Performance Share Award Payouts Based on Relative TSR

The chart below illustrates the performance share award payouts based on our relative TSR performance for the 2014-2016, 2015-2017 and 2016-2018 long-term incentive programs:
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=20
Performance shares earned, if any, are based on our TSR over the underlying three year performance period compared to the other companies comprising the S&P 600 SmallCap Materials Sector Index. In considering constituents for the S&P SmallCap 600, S&P Dow Jones Indices looks for companies (1) with market capitalizations of between $450 million and $2.1 billion, (2) meeting certain float requirements, (3) with a U.S. domicile, (4) required to file 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.
 
 
 
 
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 to the right:
Percentile Ranking
 
Multiplier
< 25th
 
0.0x
25th
 
0.5x
50th
 
1.0x
75th
 
1.5x
> 90th
 
2.0x
_______________

* Reflects percentage of target. The final payout multipliers for the 2014-2016, 2015-2017 and 2016-2018 programs as a percentage of the total opportunity or maximum payout were 63%, 85% and 45%, respectively.


Performance Share Award Payout Based on Controllable Cost

Achieving and sustaining a position as a low cost producer is one of our six key strategic initiatives. For our 2016-2018 long-term incentive compensation program, 40% of the performance shares issued 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. A 9% 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 9% or more would result in no payout of performance shares subject to the controllable cost metric.



viii



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.

2018 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 75% of the total target compensation being at-risk (short- and long-term compensation), 57% of the total target compensation being long-term, and 64% of the long-term target being allocated to performance shares.
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=17http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=16http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=15

For 2018, the benchmarking performed by Meridian reflected that the total target compensation of our CEO was 5% below the median of our compensation peer group and that our CEO’s (1) base salary was approximately 8% above the median base salary, (2) short-term incentive target was approximately 28% below the median and (3) long-term incentive target was approximately 6% above the median and 15% below the 65th percentile. Regressed Equilar Executive Compensation Survey data received by our compensation committee reflected similar comparisons. Using that information, the compensation committee did not increase our CEO’s 2018 base salary and, instead allocated a total increase in his 2018 total target compensation of 3% to his short- and long-term incentive compensation targets to bring his short- and long-term incentive targets closer to the median levels of our compensation peer group and continue to increase his at risk-compensation and drive the alignment reflected in our compensation philosophy.

As reflected in more detail in the Summary Compensation Table in the CD&A section of this Proxy Statement, in 2018, despite excellent performance and record shipments, record value added revenue, record adjusted earnings per share, record adjusted net income and near record Adjusted EBITDA, the total compensation of our CEO decreased by 5.5% from his 2017 total compensation and decreased by 9.7% from his 2016 total compensation. The year-over-year decreases in total compensation resulted from the increasingly demanding performance metrics in both our short-term and long-term incentive compensation plans as we continue to invest in our business, grow our net assets, increase our depreciation, increase the financial returns required to achieve target performance levels for our financial metrics and increase the level of performance required by our performance metrics and modifiers.

In summary, our incentive compensation programs are designed to demand continuous improvement in our year-over-year results for our CEO and other named executive officers to realize the same year-over-year financial benefit under our incentive compensation plans. We believe that design emphasizing the importance of successful execution of each of our six key strategic initiatives is important to our long-term success and aligns the interests of our CEO and other named executive officers with our success and our stockholders.




ix



Kaiser Aluminum Corporation
27422 Portola Parkway, Suite 200
Foothill Ranch, CA 92610-2831

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 6, 2019
_________________________________________________
TABLE OF CONTENTS
 
 
Page
GENERAL QUESTIONS AND ANSWERS
PROPOSALS REQUIRING YOUR VOTE
 
Proposal 1 - Election of Directors
 
Proposal 2 - Advisory Vote on Executive Compensation
 
Proposal 3 - Ratification of the Selection of our Independent Registered Public Accounting Firm
CORPORATE GOVERNANCE
 
Board Leadership Structure
 
Risk Oversight
 
Director Independence
 
Director Designation Agreement
 
Board Committees
 
Board and Committee Meetings and Consents in 2018
 
Annual Meetings of Stockholders
 
Annual Performance Reviews
 
Stockholder Engagement
 
Sustainable Value Creation
 
Stock Ownership Guidelines and Securities Trading Policy
 
Risks Arising from Compensation Policies and Practices
 
Stockholder Communications with the Board of Directors
EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
 
Compensation Committee Report
 
Compensation Discussion and Analysis
 
Summary Compensation Table
 
All Other Compensation
 
Grants of Plan-Based Awards in 2018
 
Employment-Related Agreements and Certain Employee Benefit Plans
 
Outstanding Equity Awards at December 31, 2018
 
Stock Vested in 2018
 
Pension Benefits as of December 31, 2018
 
Nonqualified Deferred Compensation for 2018
 
Pay Ratio
 
Potential Payments and Benefits Upon Termination of Employment
DIRECTOR COMPENSATION
 
Director Compensation for 2018
 
Director Compensation Arrangements
EQUITY COMPENSATION PLAN INFORMATION
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AUDIT COMMITTEE REPORT
INDEPENDENT PUBLIC ACCOUNTANTS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
OTHER MATTERS
STOCKHOLDER PROPOSALS
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 6, 2019: The Proxy Statement and our Annual Report to Stockholders are available at www.envisionreports.com/kalu.




GENERAL QUESTIONS AND ANSWERS

Q:
When is the Proxy Statement being sent to stockholders and what is its purpose?

A:
This Proxy Statement is first being sent to our stockholders on or about May 6, 2019 at the direction of our board of directors in order to solicit proxies for our use at the Annual Meeting.

Q:
When is the Annual Meeting and where will it be held?

A:
The Annual Meeting will be held on Thursday, June 6, 2019, at 9:00 a.m., local time, at our corporate office, located at 27422 Portola Parkway, Suite 200, Foothill Ranch, California 92610.

Q:
Who may attend the Annual Meeting?

A:
All of our stockholders may attend the Annual Meeting.

Q:
Who is entitled to vote?

A:
Stockholders as of the close of business on April 12, 2019 are entitled to vote at the Annual Meeting. Each share of our common stock is entitled to one vote.

Q:
On what am I voting?

A:
You will be voting on:

The election of four members to our board of directors to serve until our 2022 annual meeting of stockholders;

The approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement;

The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019; and

Such other business as may properly come before the Annual Meeting or any adjournments.

Q:
How does the board of directors recommend that I vote?

A:
The board of directors recommends that you vote your shares:

"FOR ALL" the director nominees identified in "Proposals Requiring Your Vote - Proposal 1 - Election of Directors" below;

"FOR" the approval , on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement; and

"FOR" the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019.

Q:
How can I vote?

A:
You can vote in person at the Annual Meeting or you can vote prior to the Annual Meeting by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy without delay.


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Q:
How do I vote by proxy?

A:
If you choose to vote your shares by proxy, you have the following options:

Over the Internet: You can vote over the Internet at the website shown on your proxy card. Internet voting will be available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on Wednesday, June 5, 2019.

By telephone: You can vote by telephone by calling the toll-free number shown on your proxy card. Telephone voting will be available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on Wednesday, June 5, 2019.

By mail: You can vote by mail by completing, signing and dating your proxy card and returning it in the enclosed prepaid envelope.

Q:
I want to attend the Annual Meeting and vote in person. How do I obtain directions to the Annual Meeting?

A:
You may obtain directions to the Annual Meeting by calling us at (949) 614-1740.

Q:
What constitutes a quorum?

A:
As of April 12, 2019, the record date, 16,128,768 shares of our common stock were issued and outstanding. A majority of these shares present or represented by proxy will constitute a quorum for the transaction of business at the Annual Meeting. If you properly vote by proxy by submitting your voting instructions over the Internet, by telephone or by mail, then your shares will be counted as part of the quorum. Abstentions or votes that are withheld on any matter will be counted towards a quorum but will be excluded from the vote relating to the particular matter under consideration. Broker non-votes are counted towards a quorum but are excluded from the vote with respect to the matters for which they are applicable. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. Among our proposals, brokers will have discretionary voting power only with respect to the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019.

Q:
What are the voting requirements for the proposals?

A:
There are different voting requirements for the proposals.

Each director will be elected by an affirmative vote of the majority of the votes cast with respect to the director in an uncontested election. If an incumbent director nominee receives a greater number of votes cast against his or her election than in favor of his or her election (excluding abstentions) in an uncontested election, the nominee must promptly tender his or her resignation, and the board of directors will decide, through a process managed by the nominating and corporate governance committee, whether to accept the resignation, taking into account its fiduciary duties to our company and our stockholders. The board of director's explanation of its decision will be promptly disclosed in a Form 8-K furnished to the Securities and Exchange Commission. An election of directors is considered to be contested if there are more nominees for election than positions on the board of directors to be filled by election at the meeting of stockholders. In the event of a contested election, each director will be elected by a plurality vote of the votes cast at such meeting. The election of directors at the Annual Meeting is uncontested.

The approval of the holders of a majority of the total number of outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and actually voted on the proposal is necessary (1) to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement, and (2) to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019. If you abstain from voting on the proposal to approve the compensation of our named executive officers as disclosed in this Proxy Statement and/or the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019, your shares will not be counted in the vote for such proposal(s) and will have no effect on the outcome of the vote.


2



Q:
If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:
As discussed above, among our proposals, brokers will have discretionary voting power only with respect to the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019. To be sure your shares are voted, you should instruct your broker to vote your shares using the instructions provided by your broker.

Q:
What will happen if the compensation of the company's named executive officers is not approved by the stockholders?

A:
Because this is an advisory vote, our board of directors and compensation committee will not be bound by the approval of, or the failure to approve, the executive compensation of our named executive officers as disclosed in this Proxy Statement. The board of directors and the compensation committee, however, value the opinions that our stockholders express in their votes and will consider the outcome of the vote when determining future executive compensation programs.

Q:
What will happen if the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019 is not ratified by the stockholders?

A:
Pursuant to the audit committee charter, the audit committee of our board of directors has sole authority to appoint our independent registered public accounting firm, and the audit committee will not be bound by the ratification of, or failure to ratify, the selection of Deloitte & Touche LLP. The audit committee will, however, consider any failure to ratify the selection of Deloitte & Touche LLP in connection with the appointment of our independent registered public accounting firm the following year.

Q:
Can I change my vote after I give my proxy?

A:
Yes. If you vote by proxy, you can revoke that proxy at any time before voting takes place at the Annual Meeting. You may revoke your proxy by:

voting again over the Internet or by telephone no later than 11:59 p.m., Eastern Time, on Wednesday, June 5, 2019;

submitting a properly signed proxy card with a later date;

delivering, no later than 5:00 p.m., Eastern Time, on Wednesday, June 5, 2019, written notice of revocation to our Secretary, c/o Computershare, P.O. Box 43126, Providence, Rhode Island 02940-5138; or

attending the Annual Meeting and voting in person.

Your attendance alone will not revoke your proxy. To change your vote, you must also vote in person at the Annual Meeting. If you instruct a broker to vote your shares, you must follow your broker's directions for changing those instructions.

Q:
What does it mean if I receive more than one proxy card?

A:
If you receive more than one proxy card, it is because your shares are held in more than one account. You must vote each proxy card to ensure that all of your shares are voted at the Annual Meeting.

Q:
Who will count the votes?

A:
Representatives of Computershare, our transfer agent, will tabulate the votes and act as inspectors of election.

Q:
How much will this proxy solicitation cost?

A:
We have hired MacKenzie Partners, Inc. to assist us in the distribution of proxy materials and solicitation of votes at a cost not to exceed $10,000, plus out-of-pocket expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the owners of our common stock. Our officers and regular employees may also solicit proxies, but they will not be specifically compensated for these services. In addition to the use of the mail, proxies may be solicited personally or by telephone by our employees or by MacKenzie Partners.

3



PROPOSALS REQUIRING YOUR VOTE

Proposal 1 - Election of Directors

General

We have a diverse and independent board of directors. Our board of directors currently has 10 members, consisting of our CEO and nine independent directors. Our current directors are:
Carolyn Bartholomew
Lauralee E. Martin
 
 
David Foster
Alfred E. Osborne, Jr., Ph.D.
 
 
L. Patrick Hassey
Jack Quinn
 
 
Jack A. Hockema
Thomas M. Van Leeuwen
 
 
Emily Liggett
Brett E. Wilcox

Mr. Hockema, our CEO, serves as our Chairman of the Board, and Dr. Osborne serves as our Lead Independent Director. If each of our Class I director nominees is elected, because Mr. Quinn is not standing for re-election at the Annual Meeting and because the new nominees, Teresa Sebastian and Donald J. Stebbins, are standing for election, our board of directors will expand from 10 to 11 members.

Our board of directors represents a breadth of experience and diversity in perspective and background, as reflected in the summary of their collective qualifications below. Additionally, our current directors have a broad range of tenures, from less than one year to almost 18 years of service, with an average tenure of approximately 12 years. We believe this balances institutional knowledge and experience with new perspectives and ideas.

Strategic Board Skills, Experience and Attributes
Public Board of Directors Experience
 
Industry-Specific
 
Economic, Regulatory and/or Policy
 
Diversity
 
 
 
 
 
 
 
Leadership /Management
 
Labor / Talent Management and Development
 
Financial / Investment
 
International Industrial

Our amended and restated certificate of incorporation and bylaws provide for a classified board of directors consisting of three classes. The term of our Class I directors expires at the Annual Meeting; the term of our Class II directors will expire at the 2020 annual meeting of stockholders; and the term of our Class III directors will expire at the 2021 annual meeting of stockholders.

Mr. Quinn, who was designated by the United Steel, Paper and Foresting, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (referred to herein as the USW) as a director candidate pursuant to the terms of our Director Designation Agreement with the USW (described under “Corporate Governance - Director Designation Agreement”), has not been nominated to stand for re-election when his term ends at the Annual Meeting. Our board of directors, based on the designation by the USW and recommendation of the Nominating and Corporate Governance Committee, has nominated Ms. Sebastian to serve on our board of directors pursuant to the Director Designation Agreement. For information on Ms. Sebastian, see "— Nominees for Election as Class I Directors" below.

Board Refreshment and Director Succession Planning

During 2017, we increased the retirement age in our corporate governance guidelines from age 72 to 75. The policy now provides that unless otherwise approved by the board, no individual may be nominated for election or re-election as a director if he or she would be age 75 or older at the time the term would begin. We believe the increase in retirement age will facilitate

4



retaining strategic board skills and experience as the board continues to plan for director succession and develop transition plans for the longer term.

We plan thoughtfully for director succession and board refreshment. By developing and following a long-term succession plan, the board has an ongoing opportunity to:

evaluate the depth and diversity of experience of our board;
constructively engage with the USW;
expand and replace key skills and experience that support our strategies;
build on our record of board diversity; and
maintain a balanced mix of tenures.

The Nominating and Corporate Governance Committee also plans for the orderly succession of our independent lead director and of the chairs of our board's five committees, providing for the identification, development and transition of responsibilities.

Board Composition and Diversity

Bringing together informed directors with different perspectives, in a well-managed and constructive environment, fosters thoughtful and innovative decision-making. We have a policy of encouraging diversity of gender, ethnicity, age and background, as well as a range of tenures on the board to ensure both continuity and fresh perspectives among our directors. Our directors exhibit a balanced mix of tenures and age, and independent and diverse leadership.
Diversity (Gender or Ethnicity)
 
Independence
40%
 
90%

Nominees for Class I Directors

The nominating and corporate governance committee of our board of directors has recommended, and our board of directors has approved, the nomination of the four nominees listed below. The nominees have indicated their willingness to serve as members of the board of directors if elected; however, in case any nominee becomes unavailable for election to the board of directors for any reason not presently known or contemplated, the proxy holders have discretionary authority to vote proxies for a substitute nominee. Proxies cannot be voted for more than four nominees.

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

Set forth below is information about the Class I director nominees, including their ages, present principal occupations, other business experiences, directorships in other public companies, membership on committees of our board of directors, and reasons why each individual nominee's specific experience, qualifications, attributes or skills led the nominating and corporate governance committee to recommend, and our board of directors to conclude, that the nominee should serve as a director of the company.

Alfred E. Osborne, Jr.
 
Lead Independent Director
 
Director since: July 2006
 
Committees: Audit; Executive; and Nominating and Corporate Governance (Chair)
 
Age: 74
 
Other Current Public Board Memberships:
First Pacific Advisor family of seven funds (Capital, Crescent, International Value, New Income, Paramount, Perennial and Source Capital) (1999 - Present)
Nuverra Environmental Solutions, Inc. (formerly Heckmann Corporation) (2007 - Present)
 

5



Other Affiliations:
Member of board of directors of Wedbush, Inc. (1998 - Present)
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Dr. Osborne has been the Interim Dean at the UCLA Anderson School of Management since July 2018 and a Professor of Global Economics and Management since July 2008. Dr. Osborne was previously the Senior Associate Dean at the UCLA Anderson School of Management from July 2003 to June 2018 and an Associate Professor of Global Economics and Management and served as the Director of the Harold and Pauline Price Center for Entrepreneurial Studies at the UCLA Anderson School of Management.
 
PREVIOUS DIRECTORSHIPS:
Nordstrom, Inc.
AFH Acquisition VII, Inc.
EMAK Worldwide, Inc.
K2, Inc.
 
QUALIFICATIONS:
 
Dr. Osborne has served on many boards and board committees of public companies and investment funds over a more than 30-year period. During that time, Dr. Osborne worked extensively on the development of board and director best practices, as well as director training and governance programs sponsored by the UCLA Anderson School of Management. Dr. Osborne was one of the original directors selected by a search committee (referred to herein as the search committee) to serve as a director of our company upon our emergence from chapter 11 bankruptcy in 2006 and was selected because of his public company experience and governance background. During his service on our board of directors, Dr. Osborne has gained an understanding of our company and the environment in which we operate. Dr. Osborne's experience as a director of public companies, as a member of various board committees of public companies, and as an educator in the fields of business management and corporate governance allow him to draw on his experience and offer guidance to our board of directors and management on issues that affect our company, including governance and board best practices.

Teresa Sebastian (New)
 
Age: 61
 
Other Affiliations:
Member Board of Directors, Assemble Sound, a private company
Member Board of Directors and Chair of Audit Committee, The United Negro College Fund
Member Dean’s Advisory Council, University of Michigan School of Literature Sciences and Arts
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Ms. Sebastian has been the President and Chief Executive Officer of The Dominion Asset Group, an angel investment and venture capital firm, since June 2015, an adjunct professor for accounting and enterprise risk management at Vanderbilt Law School since August 2017, and an adjunct professor for governance and compliance at the University of Michigan Law School since August 2016. Ms. Sebastian was previously the Senior Vice President, General Counsel, Corporate Secretary and Internal Audit executive leader, of Darden Restaurants, Inc, a publicly held multi-brand restaurant operator, from October 2010 to March 2015.
 
Before joining Darden Restaurants, Ms. Sebastian served as Vice President at Veyance Technologies, Inc., a manufacturer and marketer of engineered rubber products, Senior Vice President at Information Resources, Inc., a provider of information, analytics and insights, and held leadership roles in senior management in two regulated companies, DTE Energy Company, and CMS Energy Corporation. She also held positions in financial analysis at Michigan Consolidated Gas Co., Morgan Stanley, and Bank of America.
 

6



QUALIFICATIONS:
 
The board of directors nominated Ms. Sebastian because of her broad experience and background in management, expertise in corporate governance and matters relating to the Sarbanes-Oxley Act, risk management and compliance, and experience in a wide variety of industries, including manufacturing, finance and data technology. Ms. Sebastian has significant experience in public and private company capital raising, mergers and acquisitions, and global transactions. Her service as a board member of a private company, chair of an audit committee for one of the largest non-profits in the U.S., executive position as leader of internal audit, professorship of accounting, and positions in financial analysis, reinforce her qualification as an SEC audit committee financial expert and understanding of our company’s financial statements to provide guidance and insight to our board of directors and management regarding business, risk management, accounting and financial issues. Ms. Sebastian was designated by the United Steel, Paper and Foresting, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (referred to herein as the USW) as a director candidate pursuant to the terms of our Director Designation Agreement with the USW (described under “Corporate Governance - Director Designation Agreement”) in connection with the Annual Meeting.

Donald J. Stebbins (New)
 
Age: 61
 
Other Current Public Board Memberships:
Snap-on Tools (2015 - Present)
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Mr. Stebbins served as President and Chief Executive Officer, and also as a director, of Superior Industries International, Inc. ("Superior"), a manufacturer of aluminum wheels for the automotive industry, from May 2014 to December 2018. For two years prior to joining Superior, Mr. Stebbins provided consulting services to various private equity firms. Mr. Stebbins previously served as Chairman, President and Chief Executive Officer of Visteon Corporation, an automotive components manufacturer, from 2008 until 2012, after having served as Visteon’s President and Chief Operating Officer prior to that time. Before joining Visteon, Mr. Stebbins held various positions with increasing responsibility at Lear Corporation, a supplier of automotive seating and electrical distribution systems, including President and Chief Operating Officer–Europe, Asia and Africa, President and Chief Operating Officer–Americas, and Senior Vice President and Chief Financial Officer. Mr. Stebbins holds a Bachelor of Science degree in finance from Miami University and a Master of Business Administration degree from the University of Michigan.
 
PREVIOUS DIRECTORSHIPS:
Superior Industries International, Inc. (2014-2018)
WABCO Holdings, Inc. (2007-2016)
ITT Corporation (2012-2014)
Visteon Corporation (2006-2012)
 
QUALIFICATIONS:
 
The board of directors nominated Mr. Stebbins because of his board and chief executive officer experience and, among his other qualifications, he possesses experience and/or expertise in the automotive industry, international business, manufacturing, sales, product innovation/development, operations, accounting/finance (including as a chief financial officer), mergers and acquisitions, strategy development, executive compensation and leadership development.


7



Thomas M. Van Leeuwen
 
Director since: July 2006
 
Committees: Audit; Executive; Compensation (Chair); and Nominating and Corporate Governance
 
Age: 62
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Prior to his retirement in 2002, Mr. Van Leeuwen served as a Director - Senior Equity Research Analyst for Deutsche Bank Securities Inc. Mr. Van Leeuwen also previously served as a Director - Senior Equity Research Analyst for Credit Suisse First Boston and as First Vice President of Equity Research with Lehman Brothers. Mr. Van Leeuwen held the positions of research analyst with Sanford C. Bernstein & Co., Inc. and systems analyst with The Procter & Gamble Company. Mr. Van Leeuwen is also a Chartered Financial Analyst.
 
QUALIFICATIONS:
 
Mr. Van Leeuwen was selected by the search committee to serve as a director of our company upon our emergence from chapter 11 bankruptcy in 2006 because of his experience working with investment banks, including as an analyst in the aluminum industry. Mr. Van Leeuwen's experience as an equity research analyst and service as a director of our company since 2006 allow him to provide guidance and insight to our board of directors and management with respect to financial analyses of our company, whether generated internally or externally, as well as other financial issues, and with respect to the investment community's understanding of our company. He also qualifies as an audit committee financial expert.

Continuing Directors

Set forth below is information about our continuing directors, including their ages, present principal occupations, other business experiences, directorships in other public companies, membership on committees of our board of directors, and reasons why each individual director's specific experience, qualifications, attributes or skills led our board of directors to conclude that the director should serve on our board of directors.

Class II Directors
Carolyn Bartholomew
 
Director since: June 2007
 
Committees: Audit and Nominating and Corporate Governance
 
Age: 61
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Ms. Bartholomew has served as Commissioner of the U.S.-China Economic and Security Review Commission since April 2003 and its Chairman since January 2019. Ms. Bartholomew also served as its Chairman in 2015 and 2017 and as its Vice-Chairman in 2016 and 2018. From October 2012 to April 2014, Ms. Bartholomew also served as Vice President - Development and Corporate Initiatives of the BlueGreen Alliance. In that role, she developed strategies for funding and initiatives to create and strengthen relationships between business and the labor and environmental communities on issues of shared interest. She was also a Visiting Professor at Antioch University New England from 2011 to December 2018. Ms. Bartholomew also served as Legislative Director, District Director and Chief of Staff to Congresswoman Nancy Pelosi from 1987 to 2003.
 

8



QUALIFICATIONS:
 
Ms. Bartholomew's experience in Washington, D.C., and with the U.S.-China Economic and Security Review Commission and the BlueGreen Alliance, allow her to provide guidance and insight to our board of directors and management regarding government relations, policy and appropriations for defense and other government funded programs that utilize our products, and our efforts to expand into Chinese markets and effectively compete with Chinese manufacturers, as well as environmental, regulatory and labor initiatives potentially impacting U.S.-based manufacturers. Pursuant to the terms of the Director Designation Agreement, Ms. Bartholomew was designated by the USW to fill a vacancy on our board of directors in 2007 and as a director candidate in connection with our 2008, 2011, 2014 and 2017 annual meetings of stockholders.

Jack A. Hockema
 
CEO and Chairman of the Board
 
Director since: 2001
 
Committees: Executive (Chair)
 
Age: 72
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
For information as to Mr. Hockema, see "Executive Officers" below.
 
QUALIFICATIONS:
 
Mr. Hockema's substantial experience with our company and in the metals industry allows him to provide a unique perspective to our board of directors regarding our business and strategic direction for our company.
 
PREVIOUS DIRECTORSHIPS:
Superior Industries International, Inc. (2014-2018)
Clearwater Paper Corporation (2008 - 2009)
Lauralee E. Martin
 
Director since: September 2010
 
Committees: Audit (Chair); Compensation; Executive; and Talent Development
 
Age: 68
 
Other Affiliations
Member of board of directors of QuadReal Property Group
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Ms. Martin served as Chief Executive Officer and President of HCP, Inc., a real estate investment trust focusing on properties serving the healthcare industry, from October 2013 to July 2016. Prior to joining HCP, Inc., Ms. Martin served as Chief Executive Officer of the Americas Division of Jones Lang LaSalle, Inc., a financial and professional services firm specializing in real estate services and investment management, from January 2013 to October 2013. She served as Executive Vice President and Chief Financial Officer of Jones Lang LaSalle from January 2002 and was appointed Chief Operating and Financial Officer in October 2005 and served in that capacity until January 2013. She joined Jones Lang LaSalle after 15 years with Heller Financial, Inc., a commercial finance company with international operations, where she was Vice President, Chief Financial Officer, Senior Group President, and President of the Real Estate group. Prior to joining Heller Financial, Ms. Martin held certain senior management positions with General Electric Credit Corporation.
 

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PREVIOUS DIRECTORSHIPS:
ABM Industries (2015 - 2019)
HCP, Inc. (2008 - 2016)
Jones Lang LaSalle, Inc. (2005 - 2013)
KeyCorp (2003 - 2010)
Gable Residential Trust (1994 - 2015)
 
QUALIFICATIONS:
 
Having served as both the chief financial officer and the head of the real estate lending group at Heller Financial and having served as the chief operating and financial officer for Jones Lang LaSalle for more than seven and 12 years, respectively, as well as having served as the Chief Executive Officer of the Americas division of Jones Lang LaSalle, Inc. and being the Chief Executive Officer of HCP, Inc., Ms. Martin has significant experience in all aspects of corporate financial and operational matters, including the oversight of complex financial, accounting and corporate infrastructure functions. Her service as a member of the boards of directors of two real estate investment trusts and a major bank holding company have reinforced those qualifications and also have deepened her expertise in corporate governance and matters relating to the Sarbanes-Oxley Act. Ms. Martin also has a deep foundation in evaluating acquisition opportunities, managing banking relationships and investor relations. Ms. Martin's experience and background, qualification as an audit committee financial expert, and understanding of our company's financial statements allow her to provide guidance and insight to our board of directors and management regarding business, strategic, accounting and financial issues.

Brett E. Wilcox
 
Director since: July 2006
 
Committees: Audit; Executive; Compensation; and Talent Development (Chair)
 
Age: 65
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Mr. Wilcox has served as Chief Executive Officer of Cv̄ictus, a Canadian company developing a single cell protein and related production process to substitute for soybean meal and fishmeal in animal feed, since September 2018 and has been an active investor in, on the board of directors of, or an executive consultant for, a number of metals and energy companies since 2005. From June 2005 to December 2011, Mr. Wilcox served as Chief Executive Officer of Summit Power Alternative Resources where he managed the development of wind generation and new energy technologies. Prior to that, Mr. Wilcox served as: Chief Executive Officer of Golden Northwest Aluminum Company and its predecessors. Mr. Wilcox has also served as Executive Director of Direct Services Industries, Inc., a trade association of large aluminum and other energy-intensive companies; an attorney with Preston, Ellis & Gates in Seattle, Washington; Vice Chairman of the Oregon Progress Board; Chairman of the Oregon Economic and Community Development Commission; a member of the Oregon Governor's Comprehensive Review of the Northwest Regional Power System; and a member of the Oregon Governor's Task Forces on structure and efficiency of state government, employee benefits and compensation, and government performance and accountability.
 
QUALIFICATIONS:
 
Mr. Wilcox was selected by the search committee to serve as a director of our company upon our emergence from chapter 11 bankruptcy in 2006 because of his business and financial background and experience, including his experience as the Chief Executive Officer of Golden Northwest Aluminum Company and its predecessors, his experience working successfully with the USW and his experience in the power industries, and because of his qualification as an audit committee financial expert. Mr. Wilcox was designated by the USW as a director candidate in connection with the search process, and, pursuant to the terms of the Director Designation Agreement, Mr. Wilcox was designated by the USW as a director candidate in connection with our 2008, 2011, 2014 and 2017 annual meetings of stockholders. Mr. Wilcox's experience as a chief executive officer, his financial expertise, his experience in the aluminum and energy industries, and his working relationship with the USW allow him to offer guidance and insight to our board of directors and management on business, finance, strategic and labor issues.


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Class III Directors
David Foster
 
Director since: June 2009
 
Committees: Nominating and Corporate Governance, and Talent Development
 
Age: 71
 
Other affiliations:
Member of board of directors of Evraz North America, d/b/a Oregon Steel Manufacturing
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Since May 2017, Mr. Foster has served as Distinguished Associate of Energy Futures Initiative, a non-profit organization conducting objective, fact-based and rigorous technical, economic, financial and policy analyses supported by a multidisciplinary network of experts.  Mr. Foster is also a consultant to the Massachusetts Institute of Technology, working on the Roosevelt Project, a three-year research project focused on energy technology and economic development.
 
Mr. Foster was Senior Advisor to the Office of the Secretary of the U.S. Department of Energy from June 2014 to January 2017. Prior to that, Mr. Foster was Executive Director of BlueGreen Alliance, a strategic national partnership between labor unions and environmental organizations to expand the job-creating potential of the green economy and improve the rights of workers at home and around the world, from June 2006 to June 2014 and an adjunct faculty member of the University of Minnesota from January 2003 to June 2014. Mr. Foster was also previously a director of the USW for District #11.
 
QUALIFICATIONS:
 
The board of directors nominated Mr. Foster because of his extensive labor experience representing the USW and with the BlueGreen Alliance which allows him to provide guidance and insight to the board and management regarding labor relations, including with the USW, relations with our hourly workforce, the impact of environmental and regulatory initiatives on US based manufacturers and sustainability. Mr. Foster was designated by the USW as a director candidate pursuant to the terms of our Director Designation Agreement in connection with our 2009, 2012, 2015 and 2018 annual meetings of stockholders. However, his experience with our company exceeds 20 years and includes his former role as the primary USW negotiator of our master labor agreement with the USW prior to joining our board of directors.

L. Patrick Hassey
 
Director since: September 2014
 
Committees: Compensation, and Talent Development
 
Age: 73
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Prior to his retirement in May 2011, Mr. Hassey served as Chairman and Chief Executive Officer of ATI, a global leader in the production of specialty materials for the aerospace, chemical and oil and gas industries, where he was elected to the board of directors in July 2003, appointed as the President and Chief Executive Officer in October 2003, and became Chairman in May 2004. Mr. Hassey served as ATI's President until August 2010.
 
Before joining ATI, Mr. Hassey served as Executive Vice President and as a member of the corporate executive committee of Alcoa, as Executive Vice President of Alcoa and Group President of Alcoa Industrial Components, and as Executive Vice President of Alcoa and President of Alcoa Europe, Inc.
 

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QUALIFICATIONS:
 
The board of directors nominated Mr. Hassey because of his extensive experience and background and qualification as a chief executive officer in the aluminum and specialty metal industries which allows him to provide guidance and insight to the board of directors and management regarding business and strategic issues.
 
PREVIOUS DIRECTORSHIPS:
Ryder System, Inc. (2005 - 2018)
Alpha Natural Resources (2012 - 2016)
Allegheny Technologies Incorporated (referred to herein as ATI) (2003 - 2011)

Emily Liggett 
 
Director since: June 2018
 
Committees: Audit
 
Age: 63
 
Other Public Board Memberships:
Ultra Clean Holdings
 
Other Affiliations:
Member of Advisory Board of Purdue University School of Engineering
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Ms. Liggett has served as a strategy consultant and business advisor for technology-based businesses since 2017.
 
Ms. Liggett was president and chief executive officer of NovaTorque, Inc., a manufacturer of high-efficiency electric motor systems, from March 2009 until December 2016, when it was acquired by Regal Beloit. She previously served as president and chief executive officer of Apexon, Inc., a provider of supply chain optimization software solutions for global manufacturers, from 2004 to 2007. Ms. Liggett served as president and chief executive officer of Capstone Turbine Corporation, a provider of microturbine systems for clean, continuous distributed energy generation, from 2002 to 2003 and, prior to that, held various management and executive roles at Raychem Corporation (acquired by Tyco International in 1999) from 1984 to 2001, including corporate vice president of Raychem and managing director of Tyco Ventures.
 
Ms. Liggett holds a bachelor of science in chemical engineering from Purdue University, a master’s of science in engineering and manufacturing systems from Stanford University and a master’s degree in business administration from the Stanford University Graduate School of Business.
 
QUALIFICATIONS:
 
The board of directors nominated Ms. Liggett because of her chief executive officer, management and board experience in a variety of manufacturing companies, as well as her experience managing worldwide businesses, partnerships and international joint ventures. She also has public company and private company operating and board experience, and expertise in strategy, operations, new product development, sales, marketing, and business development.
 
PREVIOUS DIRECTORSHIPS:
MTS Systems Corporation (2010-2016)
Immersion Corporation (2005-2011)
Capstone Turbine (2002-2003)


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Director Not Standing for Re-Election

Set forth below is information about our director who is not standing for re-election at this year’s annual meeting, including his age, present principal occupation, other business experience, directorships in other public companies, membership on committees of our board of directors, and reasons why his specific experience, qualifications, attributes or skills led our board of directors to conclude that he should serve on our board of directors.
Jack Quinn
 
Director since: July 2006
 
Committees: Compensation and Nominating and Corporate Governance
 
Age: 68
 
Other Affiliations:
Trustee of the AFL-CIO Housing Investment Trust (2005 - Present)
 
DESCRIPTION OF BUSINESS EXPERIENCE:
 
Mr. Quinn has served as Senior Advisor for Public and Community Relations of Barclay Damon LLP since September 2017. Mr. Quinn was President of Erie Community College in Buffalo, New York from April 2008 to June 2017. From September 2013 to December 2013, Mr. Quinn was Commissioner of the Tax Relief Commission, which was formed to investigate and explore methods to reduce taxes for New York residents under the state's 2014 budget plan. From January 2013 to March 2013, Mr. Quinn was Commissioner of the Hurricane Sandy Task Force for the State of New York, assisting the state in securing federal funding for the repairs of damages caused by Hurricane Sandy. Mr. Quinn was previously the President of Cassidy & Associates, a government relations firm which assists clients promoting policy and appropriations objectives in Washington, D.C. with a focus on transportation, aviation, railroad, highway, infrastructure, corporate and industry clients. Mr. Quinn served as a United States Congressman for the State of New York. While in Congress, Mr. Quinn was Chairman of the Transportation and Infrastructure Subcommittee on Railroads. He was also a senior member of the Transportation Subcommittees on Aviation, Highways and Mass Transit. In addition, Mr. Quinn was Chairman of the Executive Committee in the Congressional Steel Caucus. Prior to his election to Congress, Mr. Quinn served as supervisor of the town of Hamburg, New York.
 
QUALIFICATIONS:
 
Mr. Quinn was selected by the search committee to serve as a director of our company upon our emergence from chapter 11 bankruptcy in 2006 because of his background and experience in Washington, D.C. Mr. Quinn was designated by the USW as a director candidate in connection with the search process, and pursuant to the terms of the Director Designation Agreement, Mr. Quinn was designated by the USW as a director candidate in connection with our 2007, 2010, 2013 and 2016 annual meetings of stockholders. During his service on our board of directors, Mr. Quinn has gained an understanding of our company and the environment in which we operate. Mr. Quinn's experience in Washington, D.C., including as a U.S. Congressman, and his working relationship with the USW allow him to offer guidance and insight to our board of directors and management regarding government relations, policy and appropriations for defense and other government funded programs that utilize our products and labor relations.

Proposal 2 - Advisory Vote on Executive Compensation

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Securities Exchange Act of 1934, referred to herein as the Exchange Act, we ask stockholders to vote annually on a non-binding, advisory resolution regarding executive compensation. The vote is not intended to address any specific component of our executive compensation program, but rather the overall compensation of our named executive officers as described in this Proxy Statement. The text of the resolution is as follows:

RESOLVED, that the compensation paid to the named executive officers of Kaiser Aluminum Corporation, as described in the proxy statement for the company's 2019 annual meeting of stockholders pursuant to Item 402 of Regulation S-K (which disclosure includes the "Executive Compensation - Compensation Discussion and Analysis" section and the Summary Compensation Table and other compensation tables and related narrative discussion within the "Executive Compensation" section), is hereby APPROVED.

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In 2018, we had excellent results and a number of important milestones despite formidable headwinds, achieving record shipments, record value added revenue, near-record Adjusted EBITDA, record adjusted net income and record adjusted earnings per share. In addition, we continued to invest in our business for further growth and efficiency and we returned approximately $100 million to our stockholders through share repurchases and dividends consistent with our capital allocation priorities.

As described in further detail in the CD&A section, our 2018 compensation structure was developed and designed to drive results and:

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 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; and

tie our executive compensation to our ability to pay and safety, quality, delivery, cost and individual performance.

The compensation committee reviewed our compensation program for 2018. The review included consideration of stockholder feedback, the 93% approval of our 2017 advisory vote on executive compensation, discussions with Meridian and management regarding existing and contemplated market practices, as well as the structure and objectives of each component of our compensation. Upon completion of that review, the compensation committee determined that the compensation of our named executive officers would consisted primarily of the following components:

a base salary targeted at the 50th percentile of our compensation peer group (1) compensating each named executive officer based on the level 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 targeted at the 50th percentile of our compensation peer group (1) payable only if our company achieves a certain Adjusted EBITDA performance level which has continued to increase, resulting in increasingly demanding performance to realize the same or similar payouts year-over-year as more fully described below, (2) adjusted based on (a) our safety performance based on our total case incident rate, or TCIR, which is the average number of work-related injuries incurred by 100 workers during a one-year period, as well as lost-time case incident rate, or LCIR, which is the average number work-related injuries that resulted in lost or restricted days or job transfer incurred by 100 workers during a one-year period, (b) our quality performance based on our no-fault claim rate, (c) delivery performance based on our on-time delivery rate, (d) cost performance based on our manufacturing efficiency, and (e) in exceptional and rare instances approved by the compensation committee, individual performance based on individual, facility, and/or functional performance, and (3) capped at three times target; and

an equity-based, long-term incentive targeted at between the 50th and 65th percentile of our compensation peer group and 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, 30% of which that vest, if at all, based on our TSR, compared to the TSR of our peers in the S&P SmallCap 600 Materials Index, 40% of which that vest, if at all, based on our total controllable cost performance, and 30% of which that vest, if at all, based on our economic value added, or EVA, each over the 2018-2020 performance period.

We benchmark our long-term incentives at between the 50th and the 65th percentiles to (1) provide more flexibility for our compensation program where necessary and appropriate, (2) facilitate our ability to address substantive differences in the roles, scope of responsibility and experience of our named executive officers when compared to the positions reflected in our compensation peer group and (3) more heavily weight the compensation of our named executive officers to appropriately emphasize the long-term equity based pay, ensure that our named executive officers maintain a stockholder perspective, directly promote retention of key executives, ensure that a substantial portion of compensation is at risk and subject to forfeiture and link awards to our overall performance and the creation of long-term stockholder value. In addition, we compete for talent with companies much larger than us and those included in our compensation peer group and these larger companies aggressively recruit the most highly qualified talent in critical functions.

Our compensation committee, working with Meridian, reviews, evaluates and updates our compensation peer group, which includes companies in both similar and different industries, at least annually. For 2018, our compensation committee

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approved the 34-company peer group more fully described in our CD&A with (1) market caps ranging from $622 million to approximately $9.8 billion and a median market cap of approximately $1.8 billion and (2) revenues ranging from $638 million to approximately $3.1 billion and median revenue of approximately $1.6 billion. 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.

For 2018, the benchmarking performed by Meridian reflected that the total compensation of our CEO was 5% below the median of our compensation peer group and our CEO's (1) base salary was approximately 8% above the median base salary, (2) short-term incentive target was approximately 28% below the median, and (3) long-term incentive target was approximately 6% above the median and 15% below the 65th percentile. Using that information and based on the recommendation of our CEO, the compensation committee did not increase the base salary of our CEO in 2018 and instead allocated a total increase in his total target compensation of 3% to his short- and long-term incentive targets to bring his targets closer to the median levels of our compensation peer group and continue to increase the percentage of his total compensation target that is at risk. The compensation committee also approved 3% increases in the base salary and short- and long-term incentive targets of each of our remaining named executive officers.

We no longer maintain a defined benefit pension plan or retiree medical program that covers members of senior management. Retirement benefits to our senior management, including our named executive officers, are provided through a defined contribution retirement program consisting of a 401(k) plan (which we refer to as our Savings Plan) and a nonqualified and unsecured deferred compensation plan (which we refer to as our Restoration Plan) intended to restore benefits that would be payable to designated participants in our Savings Plan but for the limitations on benefit accruals and payments imposed by the Internal Revenue Code of 1986 (referred herein as the Code).

For 2018, approximately 75% of the target total compensation of our CEO and our chief operating officer ("COO"), and approximately 63% to 68% of the target total compensation of our other named executive officers, consisted of at-risk compensation, which we define as compensation that either (1) will be realized, if at all, only if certain financial performance levels are achieved as in the case of our annual short-term incentive and the portion of our long-term incentive consisting of performance shares or (2) is time-based as in the case of the portion of our long-term incentive compensation consisting of restricted stock units.

Our compensation structure also supports our corporate governance practices, which further align the interests of senior management and our stockholders. The table below sets forth the best practice compensation features we have adopted as of 2018.


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Best Practice Compensation Features
 
 
 
What We Do ü
 
What We Don't Do û
ü
DO align pay and performance by linking a significant portion of total compensation to company performance, including financial, safety, quality, delivery and cost performance, as well as individual performance
 
û
NO compensation or incentives that encourage unnecessary or excessive risk taking
ü
DO balance both short-term (one-year) and long-term (three-year) performance across our incentive programs
 
û
NO repricing or buyout of "underwater" stock options or appreciation rights without stockholder approval
ü
DO enhance retention with time-based, three-year cliff vesting for restricted stock unit awards
 
û
NO pledging of our securities
ü
DO subject the vesting of 50% (64% for our CEO and 67% for our COO) of long-term incentive awards to performance targets based on relative TSR, controllable cost and EVA, each over a three-year performance period
 
û
NO hedging or speculative transactions involving our securities
ü
DO maintain rigorous stock ownership guidelines (6x base salary/based retainer for CEO, COO and non-employee directors and 3x for other executive officers)
 
û
NO guaranteed payout for cash incentive compensation
ü
DO maintain a clawback policy for both equity and cash awards
 
û
NO excessive perquisites or other benefits
ü
DO cap payouts for awards under both of our short- and long-term incentive plans
 
û
NO evergreen equity plan provisions
ü
DO appoint a compensation committee comprised solely of independent directors
 
û
NO dividend equivalents on unearned performance shares
ü
DO use an independent compensation consultant
 
 
 

We believe our incentive compensation programs are designed to demand continuous improvement in our year-over-year results for our named executive officers to realize the same year-over-year financial benefit under our compensation plans. We also believe that design emphasizing the importance of successful execution of each of our six key strategic initiatives is important to our long-term success and aligns the interests of our named executive officers with our stockholders.

We urge our stockholders to review our CD&A which describes our compensation philosophy and programs in detail and to approve the compensation of our named executive officers. While this vote on executive compensation is non-binding and solely advisory in nature, our board of directors and the compensation committee value the opinions of our stockholders and will consider the outcome of the vote when determining future executive compensation programs. At our 2018 annual meeting, the advisory vote on our named executive officer compensation received the approval of approximately 93% of the votes cast.

The board of directors recommends a vote "FOR" the approval of the compensation of our named executive officers as disclosed in this Proxy Statement.

Proposal 3 - Ratification of the Selection of our Independent Registered Public Accounting Firm

Pursuant to the audit committee charter, the audit committee has the sole authority to retain an independent registered public accounting firm for our company. The board of directors requests that the stockholders ratify the audit committee's selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019.

The audit committee will not be bound by the ratification of, or failure to ratify, the selection of Deloitte & Touche LLP, but the audit committee will consider any failure to ratify the selection of Deloitte & Touche LLP in connection with the appointment of our independent registered public accounting firm for 2020.

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 2019.


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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 talent development 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 employees, including our executive officers, are available on our website at www.kaiseraluminum.com under "Investor Relations - Corporate 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 at www.kaiseraluminum.com under "Investors- Corporate Governance."

Corporate Governance Highlights

Highlights of our corporate governance practices are described below:
Board Structure
ü
Highly independent - 90% of the directors are independent; 100% of the audit committee, compensation committee and nominating and corporate governance committee are independent
ü
Diverse in perspective and background - 40% of the directors are gender or ethnically diverse
ü
Strong independent lead director
Board Practices and Policies
ü
Robust annual board and committee assessments with external and/or internal resources
ü
Majority vote standard in uncontested director elections
ü
Executive session of independent directors at every in-person meeting without management present
ü
Commitment to board refreshment - Two new highly qualified individuals have been nominated to join the board this year, for a total of four highly qualified individuals nominated to join the board in the last five years
ü
Directors are prohibited from serving on more than three other boards of public companies or public investment funds without board approval
ü
Strong equity ownership and retention requirements for directors
Stockholder Engagement
ü
Regular engagement by management with stockholders to discuss our performance, governance structure, compensation practices and approach to sustainability, as well as other matters

Board Leadership Structure

Mr. Hockema, our CEO, serves as the Chairman of the Board, and Dr. Osborne serves as our Lead Independent Director. We believe that Mr. Hockema's experience with our company and in the metals industries, the independence of the other directors, our governance structure and the interaction between and among Mr. Hockema, our Lead Independent Director and the other directors make our board leadership structure the most appropriate for our company and our stockholders. As a result of his substantial experience with our company and in the metals industries, Mr. Hockema is uniquely qualified to provide clear leadership for our company and a single point of accountability.

Our corporate governance guidelines and governance structure require a Lead Independent Director to be selected by a majority of the independent directors, thereby ensuring that there is independent leadership within our board of directors and allowing our independent directors to function as a body distinct from management and to evaluate the performance of Mr. Hockema and our management independently and objectively. The responsibilities of our Lead Independent Director include:

establishing the agenda for executive sessions;
calling a meeting of independent directors upon the request of a majority of independent directors;
serving as a liaison between our independent directors and our CEO;
presiding at meetings of our independent directors;
soliciting advice and input from our independent board members; and

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routinely meeting and conferring with our CEO to address comments, issues and areas of interest expressed or identified by our independent directors, to assess the governance of our board of directors and our company, and to review board responsibilities, meeting schedules, meeting agenda and information requested or otherwise provided to our directors routinely or in connection with meetings of our board of directors.

Each of the audit, compensation, nominating and corporate governance, and talent development committees consists solely of independent directors. The chair of each committee of our board of directors serves as a liaison to keep our full board of directors and our CEO apprised of the work performed by their respective committee at each of our regularly scheduled board meetings and as otherwise required. The executive committee of our board of directors is comprised of the chairman of the board of directors and the chair of each of the other outstanding committees of our board of directors. The nominating and corporate governance committee of our board of directors is specifically charged with responsibility for, among other things, identifying new director candidates, evaluating incumbent directors, evaluating our CEO, evaluating stockholder recommendations, recommending nominees for election at annual stockholder meetings, reviewing our corporate governance guidelines and assisting in management succession planning, including with respect to the chairman of our board of directors and CEO. Finally, under our bylaws, special meetings of our board of directors may be called by a majority of our board members, nine of 10 of whom are currently independent.

Under our corporate governance guidelines, each member of our board of directors may submit items to be included on the agenda for any meeting of our board of directors and raise subjects that are not on the agenda at any meeting of our board of directors, and our independent directors are required to meet at least quarterly in executive sessions at which only independent directors are present. Additionally, we encourage direct communication among our directors and with our CEO before, during and after formal board and committee meetings and facilitate those communications around our scheduled meetings. Our directors also have full access to our officers, employees and advisors.

Risk Oversight

We have policies in place to identify, assess and manage potential risks and to continually review the procedures that we have designed and implemented to mitigate those risks. We believe that our board of directors provides effective oversight of the risk management function. Under its charter, the audit committee of our board of directors is responsible for discussing our risk management policies, including, without limitation, the steps taken and to be taken to monitor and control our major financial risk exposures. In addition, our full board of directors is actively engaged in the review and assessment of our risk management policies, conducts a comprehensive review at least annually during a regularly scheduled board meeting and routinely requests that specific risk-related items be included on board and committee meeting agendas. We engage in an ongoing enterprise risk management process pursuant to which we formally identify, categorize and assess our risks and risk mitigation strategies and routinely update the audit committee and our full board of directors regarding this process.

Director Independence

Our corporate governance guidelines require that a majority of the members of our board of directors satisfy the independence requirements set forth in the rules of the Nasdaq Stock Market. We refer to these requirements as the general independence criteria. Additionally, the audit committee charter, compensation committee charter and nominating and corporate governance committee charter require that all respective committee members satisfy the general independence criteria. There are no family relationships among our officers or directors.

Based upon information requested from and provided by each of our directors concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of Mmes. Bartholomew, Liggett and Martin and Messrs. Foster, Hassey, Osborne, Quinn, Van Leeuwen and Wilcox, representing nine of our 10 directors, satisfies the general independence criteria. The tenth director, Mr. Hockema, cannot meet the independence requirement as our CEO. In making such determination, our board of directors considered the relationships that each of our directors had with our company and all other facts and circumstances our board of directors deemed relevant in determining the independence of each of our directors in accordance with the general independence criteria. Additionally, our board of directors has determined that Ms. Sebastian and Mr. Stebbins, director nominees, each satisfies the general independence criteria.


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Director Designation Agreement

On July 6, 2006, we entered into a Director Designation Agreement with the USW under which the USW has certain rights to designate director nominees. We believe that:

the USW has been a good steward of its rights under the Director Designation Agreement;

the nominees of the USW have made significant contributions to our board of directors;

the Director Designation Agreement reflects the constructive relationship between the USW and our company; and

the Director Designation Agreement facilitates discussions with the USW in regard to our strategy, our key strategic initiatives, the critical skills needed on our board of directors and other matters of mutual interest.

Accordingly, in connection with the renewal and ratification of a new five-year collective bargaining agreement with members of the USW at our Spokane, Washington and Newark, Ohio facilities, in January 2015, the Director Designation Agreement which was set to expire on September 30, 2015 was extended to December 31, 2020. Under the Director Designation Agreement, the USW generally has the right to designate the minimum number of director candidates necessary to ensure that, assuming the nominated candidates are elected by our stockholders, at least 40% of the members of our board of directors have been nominated by the USW, except that we have the ability to increase the size of the board of directors from 10 to up to 12 members without increasing the number of candidates that the USW has the right to designate for nomination..

The Director Designation Agreement contains requirements as to the timeliness, form and substance of the notice the USW must give to the nominating and corporate governance committee in order to nominate candidates. The nominating and corporate governance committee is required to determine in good faith whether each properly submitted candidate satisfies the qualifications set forth in the Director Designation Agreement. Pursuant to the terms of the Director Designation Agreement, if the nominating and corporate governance committee determines that a nominated candidate satisfies the qualifications, the committee will, unless otherwise required by its fiduciary duties, recommend the candidate to our board of directors for inclusion in the slate of directors to be recommended by the board of directors in our proxy statement. Similarly, the board of directors will, unless otherwise required by its fiduciary duties, accept the recommendation and include the candidate in the slate of directors that the board of directors recommends.

A candidate nominated by the USW may not be an officer, employee, director or member of the USW or any of its local or affiliated organizations as of the date of his or her designation as a candidate or election as a director. In addition, the Director Designation Agreement requires the USW to meet with us not less than annually to discuss each director designated for nomination by the USW and requires the USW to obtain approval prior to re-designating an incumbent for nomination.

The Director Designation Agreement also provides that the USW will have the right to nominate an individual to fill a vacancy on the board of directors resulting from the death, resignation, disqualification or removal of a director nominated by the USW. In each case where the USW nominates an individual, the USW, the nominating and corporate governance committee and the board of directors will be required to follow the nomination and approval procedures described above. Upon the termination of the Director Designation Agreement, the USW is required to cause each director designated by the USW to submit his or her resignation to the board of directors, which submission the board of directors may accept or reject in its discretion.

Each candidate nominated by the USW must also satisfy:

the general independence criteria;

the qualifications to serve as a director as set forth in any applicable corporate governance guidelines adopted by the board of directors and policies adopted by the nominating and corporate governance committee establishing criteria to be utilized by it in assessing whether a director candidate has appropriate skills and experience; and

any other qualifications to serve as director imposed by applicable law.

Finally, the Director Designation Agreement provides that, so long as our board of directors maintains an audit committee, executive committee or nominating and corporate governance committee, each of these committees will, unless otherwise required by the fiduciary duties of our board of directors, include at least one director nominated by the USW (provided at least one director nominated by the USW is qualified to serve on the applicable committee as determined in good faith by our board

19



of directors). Current members of our board of directors that have been nominated by the USW are Ms. Bartholomew and Messrs. Foster, Quinn and Wilcox. With the anticipated expiration of Mr. Quinn's term, Ms. Sebastian was designated by the USW as a director candidate to stand for election at the Annual Meeting after engaging with our chairman of the board and lead independent director in regard to critical board skills and board succession planning.

Board Committees

Currently, our board of directors has five standing committees: an executive committee; an audit committee; a compensation committee; a nominating and corporate governance committee; and a talent development committee.

The following table sets forth the chair and members of each committee of our board of directors, the number of meetings each committee held during 2018, and the number of times each committee acted by unanimous written consent.
Committee
 
Members
 
Number of Meetings Held in 2018
 
Number of Times Acted By Unanimous Written Consent
Executive Committee
 
Jack A. Hockema (Chair)
 
1
 
3
 
 
Teresa A. Hopp*
 
 
 
 
 
 
Lauralee E. Martin
 
 
 
 
 
 
Alfred E. Osborne, Jr.
 
 
 
 
 
 
Brett E. Wilcox
 
 
 
 
 
 
Thomas M. Van Leeuwen
 
 
 
 
Audit Committee
 
Lauralee E. Martin (Chair)
 
6
 
1
 
 
Teresa A. Hopp (Chair)*
 
 
 
 
 
 
Carolyn Bartholomew
 
 
 
 
 
 
Emily Liggett**
 
 
 
 
 
 
Alfred E. Osborne, Jr.
 
 
 
 
 
 
Thomas M. Van Leeuwen
 
 
 
 
 
 
Brett E. Wilcox
 
 
 
 
Compensation
 
Thomas M. Van Leeuwen (Chair)
 
7
 
8
Committee
 
L. Patrick Hassey
 
 
 
 
 
 
Lauralee E. Martin
 
 
 
 
 
 
Jack Quinn
 
 
 
 
 
 
Brett E. Wilcox
 
 
 
 
Nominating and
 
Alfred E. Osborne, Jr. (Chair)
 
7
 
1
Corporate Governance
 
Carolyn Bartholomew
 
 
 
 
Committee
 
David Foster
 
 
 
 
 
 
Jack Quinn
 
 
 
 
 
 
Thomas M. Van Leeuwen
 
 
 
 
Talent Development
 
Brett E. Wilcox (Chair)
 
2
 
0
Committee
 
David Foster
 
 
 
 
 
 
L. Patrick Hassey
 
 
 
 
 
 
Teresa A. Hopp*
 
 
 
 
 
 
Lauralee E. Martin
 
 
 
 
______________

* Ms. Hopp served on our board of directors and its committees until her retirement in June 2018.

** Ms. Liggett was elected to our board of directors and appointment to the audit committee in June 2018.

Executive Committee

The executive committee of our board of directors manages our business and affairs requiring attention prior to the next regular meeting of our board of directors. However, the executive committee does not have the power to (1) approve or adopt, or recommend to our stockholders, any action or matter expressly required by law to be submitted to our stockholders for approval, (2) adopt, amend or repeal the bylaws of our company, or (3) take any other action reserved for action by our board of directors pursuant to a resolution of our board of directors or otherwise prohibited to be taken by the executive committee by law or pursuant to our amended and restated certificate of incorporation or bylaws.


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The executive committee charter requires that a majority of the members of the executive committee satisfy the general independence criteria. In addition, the members of the executive committee must include the chairman of our board of directors and at least one of the directors nominated by the USW. The executive committee is currently comprised of the chairman of our board of directors and the chair of each of the other standing committees of the board of directors.

Audit Committee

The audit committee of our board of directors oversees our accounting and financial reporting practices and processes and the audit of our financial statements on behalf of our board of directors. The audit committee is responsible for appointing, compensating, retaining and overseeing the work of our independent accounting firm. Other duties and responsibilities of the audit committee include:

establishing hiring policies for employees or former employees of the independent accounting firm;

reviewing our systems of internal accounting controls;

discussing risk management policies;

approving related-party transactions;

establishing procedures for complaints regarding financial statements or accounting policies; and

performing other duties delegated to the audit committee by our board of directors from time to time.

The audit committee charter requires that all members of the audit committee satisfy the general independence criteria. The charter also requires that no audit committee member may have participated in the preparation of our financial statements during the three years prior to his or her appointment as a member and that each audit committee member be able to read and understand fundamental financial statements, including a balance sheet, an income statement and a cash flow statement. Additionally, at least one member of the audit committee must have had past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience which results in that individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities and that member or another member must have sufficient education or experience to have acquired the attributes necessary to meet the criteria of an "audit committee financial expert," as that term is defined in the rules promulgated by the Securities and Exchange commission. In addition, the members of the audit committee must include at least one of the directors nominated by the USW so long as at least one such director is appropriately qualified.

Our board of directors has determined that all six members of the audit committee (1) meet the general independence criteria, as well as the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act, and (2) are able to read and understand fundamental financial statements. Our board of directors also determined that no member of the audit committee participated in the preparation of our financial statements during the three years prior to their appointment as members of the committee. Finally, our board of directors has determined that Ms. Martin and Messrs. Van Leeuwen and Wilcox satisfy the financial sophistication criteria described above and satisfy the criteria necessary to serve as the "audit committee financial expert," in each case based on his or her experience described in "Proposals Requiring Your Vote - Proposal 1 - Election of Directors" above.

Compensation Committee

General

The compensation committee of our board of directors establishes and administers our policies, programs and procedures for compensating our senior management, including determining and approving the compensation of our executive officers. Other duties and responsibilities of the compensation committee include:

administering plans adopted by our board of directors that contemplate administration by the compensation committee, including our 2016 Equity and Incentive Compensation Plan (referred to herein as our 2016 Plan);

overseeing regulatory compliance with respect to compensation matters;

reviewing director compensation; and

21




performing other duties delegated to the compensation committee by our board of directors from time to time.

The compensation committee solicits the views of our CEO on compensation matters, including as they relate to our compensation of the other members of senior management reporting to our CEO. The compensation committee has retained Meridian to advise the compensation committee on all matters related to compensation of our CEO and other members of senior management. The compensation committee has reviewed the factors that could affect Meridian's independence. Based on this review, the compensation committee has determined there are no conflicts of interest.

Meridian's services include (1) providing competitive market data and related assessments of executive compensation as background against which the compensation committee considers executive compensation, (2) preparing and reviewing tally and compensation summary sheets for our named executive officers, (3) apprising the compensation committee of trends and best practices associated with executive and director compensation, (4) providing support with respect to legal, regulatory and accounting considerations impacting compensation and benefit programs, (5) the development and review of a list of compensation peer group companies, and (6) attending meetings of the compensation committee and our board of directors when requested. These services are typically directed by the compensation committee and coordinated with our human resources department.

The compensation committee charter requires that all members of the compensation committee satisfy the general independence criteria, as well as qualify as "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Exchange Act.

The compensation committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to the subcommittee any or all of the powers and authority of the committee.

Compensation Committee Interlocks and Insider Participation

None of Ms. Martin or Messrs. Hassey, Quinn, Van Leeuwen or Wilcox, the members of the compensation committee during 2018, (1) was an officer or employee of our company during 2018, (2) was formerly an officer of our company, or (3) had any relationships requiring disclosure by us under the rules of the Securities and Exchange Commission with respect to certain relationships and related-party transactions. Furthermore, none of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee of our board of directors identifies individuals qualified to become members of our board of directors, recommends candidates to fill vacancies and newly-created positions on our board of directors, recommends director nominees for election by stockholders at the annual meetings of stockholders and develops and recommends to our board of directors our corporate governance guidelines.

We believe that the nominating and corporate governance committee considers an appropriate range of criteria in assessing candidates for a position on the board of directors. Our corporate governance guidelines require that the criteria utilized by the corporate governance committee in assessing such candidates include factors such as judgment, diversity, integrity, experience with businesses and other organizations of comparable size, the interplay of a candidate's experience with the experience of other members of the board of directors and anything else that may bear upon the extent to which a candidate would be a desirable addition to our board of directors and any committees of our board of directors. The policies relating to the recommendation of director candidates adopted by the nominating and corporate governance committee are designed to ensure flexibility with respect to the process of evaluating candidates and do not establish specific minimum qualifications that an individual must meet to become a member of our board of directors. The nominating and corporate governance committee believes that our company is best served when it can draw from a variety of experiences and backgrounds provided by members of our board of directors. However, the nominating and corporate governance committee also believes that our company is best served when each member of the board of directors:

exhibits strong leadership in his or her particular field or area of expertise;

possesses the ability to exercise sound business judgment;

has a strong educational background or equivalent life experiences;

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has substantial experience both in the business community and outside the business community;

contributes positively to the existing collaborative culture among members of our board of directors;

represents the best interests of all of our stockholders and not just one particular constituency;

has experience as a senior executive of a company of significant size or prominence or another business or organization comparable to our company;

possesses skills and experience which make him or her a desirable addition to a standing committee of our board of directors;

consistently demonstrates integrity and ethics in his or her professional and personal life; and

has the time and ability to participate fully in activities of our board of directors, including attendance at, and active participation in, meetings of our board of directors and the committee or committees of which he or she is a member.

Other duties and responsibilities of the nominating and corporate governance committee include:

assisting in management succession planning, including with respect to the chairman of our board of directors and our CEO;

considering possible conflicts of interest of members of our board of directors and management and making recommendations to prevent, minimize or eliminate such conflicts of interests;

evaluating whether an incumbent director should be nominated for re-election to our board of directors upon expiration of the incumbent's term;

making recommendations to our board of directors regarding the appropriate size of our board of directors; and

performing other duties delegated to the nominating and corporate governance committee by our board of directors from time to time.

The nominating and corporate governance committee has adopted policies and procedures by which our stockholders may submit director candidates to the nominating and corporate governance committee for consideration. If the nominating and corporate governance committee receives, by a date not less than 120, nor more than 150, calendar days before the anniversary of the date that the proxy statement was mailed to stockholders in connection with our previous year's annual meeting, a recommendation for a director nominee from a stockholder or group of stockholders that beneficially owned more than 5% of our outstanding common stock for at least one year as of the date of the recommendation, then such director candidate will be considered and evaluated by the nominating and corporate governance committee for the annual meeting immediately succeeding the date that proper written notice was timely delivered to and received by the nominating and corporate governance committee. When the date of our annual meeting of stockholders changes by more than 30 calendar days from the previous year's annual meeting, the written notice of the recommendation for the director candidate will be considered timely if, and only if, it is received by the nominating and corporate governance committee no later than the close of business on the tenth calendar day following the first day on which notice of the date of the upcoming annual meeting is publicly disclosed by us.

Written notice from an eligible stockholder or group of eligible stockholders to the nominating and corporate governance committee recommending a director candidate must contain or be accompanied by:

proof that the stockholder or group of stockholders submitting the recommendation has beneficially owned, for the required one-year holding period, more than 5% of our outstanding common stock;

a written statement that the stockholder or group of stockholders intends to continue to beneficially own more than 5% of our outstanding common stock through the date of the next annual meeting of our stockholders;

the name and record address of each stockholder submitting a recommendation for the director candidate, the written consent of each such stockholder and the director candidate to be publicly identified (including, in the case of the

23



director candidate, to be named in the company's proxy materials) and the written consent of the director candidate to serve as a member of our board of directors (and any committee of our board of directors to which the director candidate is assigned to serve by our board of directors) if elected;

a description of all arrangements or understandings between or among any of the stockholders or group of stockholders submitting the recommendation, the director candidate and any other person or persons (naming such person or persons) pursuant to which the submission of the recommendation is to be made by such stockholder or group of stockholders;

with respect to the director candidate, (1) his or her name, age, business and residential address and principal occupation or employment, (2) the number of shares of our common stock beneficially owned by him or her, (3) a resume or similar document detailing his or her personal and professional experiences and accomplishments, and (4) all other information relating to the candidate that would be required to be disclosed in a proxy statement or other filing made in connection with the solicitation of proxies for the election of directors pursuant to the Exchange Act, the rules of the Securities and Exchange Commission or the rules of the Nasdaq Stock Market; and

a written statement that each submitting stockholder and the director candidate shall make available to the nominating and corporate governance committee all information reasonably requested in connection with the committee's evaluation of the candidate.

The notice must be signed by each stockholder submitting the proposal and the director candidate. The notice must be sent to the following address by registered or certified mail: Kaiser Aluminum Corporation, Attn: Corporate Secretary (Nominating and Corporate Governance Committee), 27422 Portola Parkway, Suite 200, Foothill Ranch, California 92610-2831.

The nominating and corporate governance committee charter requires that all members of the nominating and governance committee satisfy the general independence criteria. In addition, the members of the nominating and corporate governance committee must include at least one of the directors nominated by the USW.

Talent Development Committee

The talent development committee of our board of directors assists the board of directors in discharging its responsibilities relating to management succession planning and oversight of leadership and talent development. We recognize that over the long-term, our talent and culture provide our biggest competitive advantage. As such, we consider leadership and talent a priority throughout the company.

The talent development committee was formed in 2014 to review and evaluate (1) the succession planning for our executive officers, other than our CEO, whose succession is discussed routinely during board executive sessions, and (2) the leadership and development training of key employees with the potential to succeed our executive officers, including the progression and development of such key employees. The talent development committee meets with our CEO to review its observations and management’s criteria for evaluating the performance and advancement potential of key employees and regularly reports its activities to our board of directors.

Board and Committee Meetings and Consents in 2018

During 2018, our board of directors held five meetings and acted by unanimous written consent four times. In addition to meetings of our board of directors, directors attended meetings of committees of our board of directors. Each director attended at least 75% of the aggregate number of meetings that our board of directors held during the period he or she was a director in 2018 and that each committee on which he or she served held during the period he or she served on such committee in 2018.

Annual Meetings of Stockholders

Members of our board of directors are expected to make reasonable efforts to attend our annual meetings of stockholders. Directors representing 90% of the directors then serving attended our 2018 annual meeting of stockholders.


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Annual Performance Reviews

We conduct robust annual board and committee assessments using internal and/or external resources. Under our corporate governance guidelines, our board of directors is required to conduct an annual self-evaluation to determine whether our board of directors and its committees are functioning effectively. The charter for each committee of our board of directors also requires each committee to annually evaluate its performance. The nominating and corporate governance committee reviews the annual evaluation process and modifies the process as it deems appropriate.

In addition to the evaluation performed by the nominating and corporate governance committee with respect to whether an incumbent director should be nominated for re-election to the board of directors upon expiration of such director's term, in 2018, our board of directors conducted an annual self-evaluation through the completion of an open-ended survey by each of our directors. The results from the survey were summarized and reviewed with the nominating and corporate governance committee and the full board.

Stockholder Engagement

We value stockholder views and insights and believe that accountability to stockholders is an essential component of good governance. We engage in ongoing, proactive discussions of a variety of topics, including our strategy and performance, business operations, capital allocation, corporate governance and environmental matters, with significant stockholders throughout the year. Such discussions are held year-round and include our CEO and Chairman of the Board and/or other members of senior management. In addition to providing our perspective and seeking feedback on topics specific to our company, we invite discussion on any other topics or trends stockholders may wish to discuss with us. The feedback provided by stockholders is reported to the full board of directors. The board of directors reviews the feedback and determines whether additional discussion and actions are necessary by the full board or any board committees. In 2018, in addition to interactions regarding our financial performance, we engaged with stockholders representing approximately 55% of shares outstanding on matters relating to our long-term business strategy and performance, corporate governance, executive compensation and corporate responsibility. In addition, we utilize investor surveys to provide us with additional insight into the perceptions of our broader investor-base, across a wide range of topics. This information is also reviewed by members of our senior management and the full board of directors. The feedback from our stockholders continues to reflect that they are generally satisfied with our performance and the design of our executive compensation program.


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Sustainable Value Creation

We manage our business for long-term success in a manner that is economically, environmentally and socially responsible. In 2019, we issued our inaugural sustainability report to highlight our culture and sustainability initiatives. Below are highlights of our efforts to continue to be a valued corporate citizen:
People and Communities
Our talented workforce is a key factor underlying our success. We are committed to treating our employees with dignity and respect. We strive to be the employer of choice by:
Ÿ
Providing equal employment and a non-discriminatory workplace
Ÿ
Protecting the health and safety of our employees including:
 
ž
Implementing corporate wellness programs
 
ž
Incorporating safety performance in our executive compensation program
 
ž
Providing focused safety training, including training for high risk activities
 
ž
Assessing and measuring our safety performance using TCIR and LCIR, as well as leading indicators such as internal and third party audits and assessments
 
ž
Identifying and monitoring safety improvements in our high hazard areas to ensure compliance and proper progress
Ÿ
Developing and empowering our employees through:
 
ž
The Kaiser Leadership Program, an internally developed program emphasizing our values, expectations and business practices
 
ž
Ongoing training and development opportunities on the job, through Kaiser University, our internal web-based learning and development platform, and through external programs
 
ž
The Kaiser Aluminum Education Scholarship Program, an educational scholarship program to assist eligible employees and their children reach their education goals
Ÿ
Maintaining a positive and constructive relationship with labor unions of which our employees are members
Ÿ
Significant participation in employee directed community and charitable outreach, including charitable contributions and donations of materials used in college and university student competitions
Environment
Our efforts to achieve and maintain manufacturing efficiency and reduce environmental impact include:
Ÿ
Significant investments in our business targeted to increase both manufacturing and energy efficiency and other lean manufacturing initiatives
Ÿ
Identifying opportunities where we can achieve energy cost savings and promoting the efficient use of energy and material resources to reduce our carbon footprint
Ÿ
Maximizing use of scrap/recycled aluminum and closed loop programs to reduce waste and gain cost efficiency, including painted scrap at our Kalamazoo, Michigan facility
Ÿ
Significant reduction in carbon dioxide, electrical consumption, and water usage per unit of production
Ÿ
Promoting the inherent sustainability and recyclability of our aluminum mill products
Ÿ
Participation in customer light-weighting to achieve greater fuel efficiency
Ÿ
Developing new products, processes and capabilities that customer efficiency including our KaiserSelect® product offerings
Ÿ
Substantially increased engagement with:
 
ž
the USW
 
ž
BlueGreen Alliance, a partnership between labor unions and environmental organizations
 
ž
Government offices, office holders and agencies
 
ž
Industry and business peers
Ÿ
Implementation of ISO 14001 environmental management systems in our facilities
 
 


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Responsible Business Practices
We promote fair business practices and a culture of accountability, responsibility and ethical behavior through:
Ÿ
Strong emphasis on the importance of integrity and competence to leadership, character and culture
Ÿ
Encouraging the reporting of illegal or unethical behavior, including the use of In-Touch, a third party reporting program
Ÿ
Ongoing ethics and compliance training
Ÿ
Conducting annual governance surveys to assess our culture and the effectiveness of our training
Ÿ
Adopting and enforcing:
 
ž
Our corporate governance guidelines
 
ž
Our code of business conduct and ethics, which applies to all employees, requires, among other things, compliance with laws and regulations, ethical behavior and fair dealing and prohibits bribery, discrimination and harassment
 
ž
Our conflict minerals sourcing policy, which prohibits the purchase of materials containing conflict minerals (including tin, tantalum, gold and tungsten) originating from the Democratic Republic of Congo and adjoining countries
 
 
 
Products and Operations
Aluminum is inherently sustainable and indefinitely recyclable. We strive to be the supplier of choice by:
Ÿ
Pursuing "Best in Class" customer satisfaction driven by quality, broad product offering, superior customer service and on-time delivery
Ÿ
Differentiating our product portfolio through our broad product offering and our KaiserSelect® products, which are engineered and manufactured to deliver enhanced product characteristics with improved consistency, resulting in better performance, lower waste and, in many cases, lower production cost for our customers
Ÿ
Promoting continuous improvement facilitated by the Kaiser Production System, an integrated application of tools such as Lean Manufacturing, Six Sigma and Total Productive Manufacturing
Ÿ
Fostering innovation through our Centers for Excellence, dedicated research and development facilities focused on product performance enhancement and process elimination
Ÿ
Aligning customer satisfaction with executive compensation by incorporating quality (measured by no-fault claim rate) and delivery (measured by on-time delivery rate) performance in our executive compensation program

Stock Ownership Guidelines and Securities Trading Policy

Our stock ownership guidelines require our non-employee directors to own company stock equal to six times their annual base retainer within five years of becoming a member of our board of directors. For purposes of measuring our non-employee directors' compliance with our stock ownership guidelines, restricted stock is valued at the closing price of our common stock on the grant date and all other shares of common stock purchased or acquired are valued at the purchase price of such shares. Currently, each of our non-employee directors satisfies the applicable stock ownership requirements under the stock ownership guidelines. Our stock ownership guidelines also apply to senior management. For additional information regarding our stock ownership guidelines, see "Executive Compensation - Stock Ownership Guidelines."

Our securities trading policy prohibits our directors and employees, including our named executive officers, from engaging in hedging transactions with respect our securities, including entering into short sales, options, puts, calls and derivative instruments such as swaps, forwards and futures. Our securities trading policy also prohibits our directors and key employees, including our named executive officers, from buying our securities on margin or holding our securities in a margin account, and from pledging our securities as collateral for a loan or any other obligations.

Risks Arising from Compensation Policies and Practices

Our compensation policies and practices, discussed more fully below, are designed to create and maintain alignment between our employees and stockholders by rewarding employees, including our senior management, for achieving strategic goals that successfully drive our operations and enhance stockholder value and to preclude the taking of unreasonable risks through the use of incentive compensation that rewards decisions that result in strong performance in both the short- and long-term. We do not believe that our compensation policies and practices encourage decisions or actions which are likely to have a material adverse effect on our company. Our determination is based on, among other factors, the following:

Potential payouts under our incentive plans are capped, and overall variable compensation does not materially impact our financial results;

Our overall compensation is comprised of a mix of long- and short-term compensation which discourages short-term decisions that could be at the expense of long-term results;


27



A significant portion of the variable compensation is in the form of restricted stock units and performance shares with three-year vesting and performance periods, which ensure that three years of unvested grants are outstanding at any time and encourage decisions expected to create long-term value for our stockholders;

All of our incentive programs contain clawback provisions, which provide for the forfeiture of outstanding unvested awards and the return of vested awards;

Our short-term incentive plan and our performance shares require the attainment of threshold company performance levels before any payments are earned or performance shares vest; and

Our stock ownership guidelines require our board of directors and executive officers to retain significant equity interests in our company to ensure the ongoing alignment of executive officers and our stockholders.

Stockholder Communications with the Board of Directors

Our stockholders may communicate with our board of directors as a group or with the chair of the executive committee, audit committee, compensation committee or nominating and corporate governance committee by sending an email to boardofdirectors@kaiseraluminum.com, execchair@kaiseraluminum.com, auditchair@kaiseraluminum.com, compchair@kaiseraluminum.com, or nominatingchair@kaiseraluminum.com, respectively, or by writing to such group or person at Kaiser Aluminum Corporation, Attn: Corporate Secretary (Board of Directors), 27422 Portola Parkway, Suite 200, Foothill Ranch, California 92610-2831. Communications that are intended specifically for any other group of directors or for any individual director, such as the independent directors as a group or the Lead Independent Director, should be sent to the attention of our corporate secretary at the address above or via email to corpsecretary@kaiseraluminum.com and should clearly state the individual director or group of directors that is the intended recipient of the communication.

Our corporate secretary will review each communication and determine whether or not the communication is appropriate for delivery. Communications that, in the judgment of our corporate secretary, are clearly of a marketing nature, that advocate that our company engage in illegal activity, that do not reasonably relate to our company or our business or that are similarly inappropriate will not be furnished to the intended recipient. If, in the judgment of the corporate secretary, any communication pertains to an accounting matter, it will be forwarded to our compliance officer.

Communications that, in the judgment of our corporate secretary, are appropriate for delivery will, unless requiring immediate attention, be assembled and delivered to the intended recipients on a periodic basis, generally at or in advance of each regularly scheduled meeting of our board of directors. Any communication that, in the judgment of our corporate secretary, requires immediate attention will be promptly delivered. In no case will the corporate secretary provide anyone but a member of our board of directors with access to any such communication, except as noted above with respect to communications pertaining to accounting matters.


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EXECUTIVE OFFICERS

The following table sets forth the names and ages of each of our executive officers and the positions they held as of April 12, 2019, the record date. As we previously reported, Daniel J. Rinkenberger, our former Executive Vice President and Chief Financial Officer and principal financial officer during 2018, and John Barneson, our former Senior Vice President - Corporate Development and a named executive officer based on his 2018 compensation, retired from our company in March and February 2019, respectively.
Name
 
Age
 
Position(s)
Jack A. Hockema
 
72
 
CEO and Chairman of the Board; Director
Keith A. Harvey
 
59
 
President and COO
Neal E. West
 
60
 
Senior Vice President and Chief Financial Officer
John M. Donnan
 
58
 
Executive Vice President - Legal, Compliance and Human Resources
Courtney Lynn
 
37
 
Vice President and Treasurer
Jennifer Huey
 
38
 
Vice President and Chief Accounting Officer
Melinda C. Ellsworth
 
60
 
Vice President - Investor Relations and Corporate Communications
Mark R. Krouse
 
67
 
Vice President - Human Resources
Ray Parkinson
 
60
 
Vice President - Advanced Engineering
_________________

Set forth below are brief descriptions of the business experience of each of our executive officers.

Jack A. Hockema has served as our CEO and as a director since 2001 and as Chairman of the Board since July 2006. He previously served as President of Kaiser Aluminum Corporation (referred to herein as Kaiser) from October 2001 to December 2015, as Executive Vice President of Kaiser and President of the Kaiser Fabricated Products division from January 2000 to October 2001, and as Executive Vice President of Kaiser from May 2000 to October 2001. He served as Vice President of Kaiser from May 1997 to May 2000. Mr. Hockema was President of Kaiser Engineered Products from March 1997 to January 2000. He served as President of Kaiser Extruded Products and Engineered Components from September 1996 to March 1997. Mr. Hockema served as a consultant to Kaiser and acting President of Kaiser Engineered Components from September 1995 to September 1996. Mr. Hockema was an employee of Kaiser from 1977 to 1982, working at our Trentwood facility in Spokane, Washington, and serving as plant manager of our former Union City, California can plant and as operations manager for Kaiser Extruded Products. In 1982, Mr. Hockema left Kaiser to become Vice President and General Manager of Bohn Extruded Products, a division of Gulf+Western, and later served as Group Vice President of American Brass Specialty Products until June 1992. From June 1992 to September 1996, Mr. Hockema provided consulting and investment advisory services to individuals and companies in the metals industry. He holds a Master's of Science degree in Management and a Bachelor of Science degree in Civil Engineering, both from Purdue University. Mr. Hockema has more than 28 years of experience with Kaiser and another 25 years in the metals industries, and, as a result, has a depth of experience in the aluminum and metals industries. Mr. Hockema's substantial experience with our company and in the metals industry allows him to provide a unique perspective to our board of directors regarding our business and strategic direction for our company.

Keith A. Harvey has served as our President and COO since December 2015. He previously served as Executive Vice President - Fabricated Products from June 2014 to December 2015, Senior Vice President - Sales and Marketing, Aerospace and General Engineering from June 2012 to June 2014, Vice President - Sales and Marketing, Aerospace and General Engineering from 2000 to June 2012 and as our Vice President - Sales and Marketing of Extruded Products from 1996 to 2000. Mr. Harvey joined Kaiser in 1981 as an industrial engineer at the company’s former rolling mill in West Virginia. He subsequently held positions of increasing responsibility in engineering and sales at several Kaiser locations and was named a Vice President in 1994. Mr. Harvey holds a Bachelor of Science degree in Industrial Engineering from West Virginia University.

Neal E. West has served as our Senior Vice President and Chief Financial Officer since February 2019. Mr. West joined our company in June 2008 as Vice President and Chief Accounting Officer. Prior to joining Kaiser, Mr. West served as the Principal Accounting Officer of Gateway, Inc. from June 2005 to May 2008. Mr. West was also the Vice President and Corporate Controller of Gateway, Inc. from April 2005 to May 2008. Prior to joining Gateway, Inc., Mr. West was the Vice President and Controller for APL Logistic, Ltd. from April 2000 to April 2005. In addition, Mr. West has held a number of finance, service and support positions at APL Ltd. Mr. West also previously worked for Standard Pacific and West-Tronics, Inc. as Division Controller and Financial Manager. Mr. West is a Certified Public Accountant, a Certified Management Accountant and a Chartered Global Management Accountant and holds a Master's of Science degree in information systems from Roosevelt University and a Bachelor of Science degree in accounting and business administration from Illinois State University.


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John M. Donnan has served as our Executive Vice President - Legal, Compliance and Human Resources since June 2012. Mr. Donnan is responsible for our company’s corporate legal, compliance, internal audit, environmental, safety, quality and human resources functions. He previously served as our Senior Vice President, Secretary and General Counsel from December 2007 to June 2012 and as our Vice President, Secretary and General Counsel from January 2005 to December 2007. Mr. Donnan joined the legal staff of Kaiser in 1993 and was named Deputy General Counsel of Kaiser in 2000. Prior to joining Kaiser, Mr. Donnan was an associate in the Houston, Texas office of the law firm of Chamberlain, Hrdlicka, White, Williams & Martin. He holds a Juris Doctorate degree from the University of Arkansas School of Law and Bachelor of Business Administration degrees in finance and accounting from Texas Tech University. He is a member of the Texas and California bars.

Courtney Lynn has served as our Vice President and Treasurer since August 2018. Prior to joining Kaiser, Ms. Lynn served as Vice President, Investor Relations and Treasurer of Coeur Mining, Inc., a diversified, precious minerals producer, from June 2016 to June 2018 and as Vice President and Treasurer of Coeur Mining, Inc. from June 2013 to June 2016. Ms. Lynn holds a Bachelor of Science degree in Finance and Economics from the New York University Stern School of Business. 

Jennifer, Huey has served as our Vice President and Chief Accounting Officer since March 2019. Ms. Huey, joined our company in January 2014 as Director, Consolidation and External Reporting. Ms. Huey has a Bachelor of Arts degree in Economics from the University of California, Berkeley and a Master’s of Science in Accountancy from the University of Virginia.  Ms. Huey is also a Certified Public Accountant. 

Melinda C. Ellsworth has served as our Vice President - Investor Relations and Corporate Communications since June 2015. She previously served as our Vice President and Treasurer from July 2008 to June 2015. Prior to joining Kaiser, Ms. Ellsworth was Vice President, Treasurer and Investor Relations at HNI Corporation, a leading provider of office furniture and hearth products, from February 2002 to May 2007. From May 1998 to January 2002, she served in several roles with Sunbeam Corporation, ending her tenure as Vice President, International Finance and Treasury. She additionally has over a decade of experience in commercial banking. She holds a Bachelor of Business Administration degree in accounting from St. Bonaventure University and is a Certified Public Accountant (inactive).

Mark R. Krouse has served as our Vice President - Human Resources since September 2013. Prior to joining Kaiser, Mr. Krouse served as Vice President, Human Resources of Samsung C&T Engineering and Construction, Americas from January 2012 to August 2013. Mr. Krouse was also an Adjunct Professor of California State University, Fullerton from September 2007 to June 2010. In addition, Mr. Krouse held various human resources positions, including Vice President, Human Resources, with Fluor Corporation from 1976 to 2006. Mr. Krouse holds a Master's of Science degree in International Administration and a Bachelor of International Relations degree, both from the University of Southern California.

Ray Parkinson has served as our Vice President - Advanced Engineering since 2001. Dr. Parkinson joined Kaiser in 1986 as technical director for extruded products and has more than 30 years of experience in sales, operations, quality control, engineering and research and development in diverse manufacturing environments. Dr. Parkinson has a Ph.D. in metallurgy, as well as Bachelor’s and Master’s degrees in Engineering, from Imperial College in the United Kingdom and a Master of Business Administration from St. Mary’s College.


EXECUTIVE COMPENSATION

Compensation Committee Report

The compensation committee has reviewed and discussed with management the compensation discussion and analysis section included below. Based on its review and discussions with management, the compensation committee recommended to the board of directors that the compensation discussion and analysis be included in this Proxy Statement.

This report is submitted by the members of the compensation committee of the board of directors:

Compensation Committee
Thomas M. Van Leeuwen (Chair)
L. Patrick Hassey
Lauralee E. Martin
Jack Quinn
Brett E. Wilcox

30



Compensation Discussion and Analysis

Introduction

This section provides:

our 2018 performance highlights,

a discussion of our 2018 capital allocation,

an overview of the compensation committee,

a discussion of the objectives of our comprehensive compensation structure and the design of our overall 2018 compensation program for senior management,

a summary of the board’s consideration of the 2018 advisory vote on executive compensation,

a discussion of actions with respect to 2019 compensation,

a summary of our stock ownership guidelines and securities trading policy,

a summary of our current employment contracts, termination of employment arrangements, and change-in-control arrangements with our named executive officers, and

a discussion of all material elements of 2018 compensation for each of our named executive officers whose names and titles (during 2018) are set forth in the following table:
Name
 
Title
Jack A. Hockema
 
CEO (principal executive officer)
Keith A. Harvey
 
President and COO
Daniel J. Rinkenberger (1)
 
Executive Vice President and Chief Financial Officer (principal financial officer)
John M. Donnan
 
Executive Vice President - Legal, Compliance and Human Resources
John Barneson (2)
 
Senior Vice President - Corporate Development
_________________
(1) Mr. Rinkenberger retired on March 31, 2019.
(2) Mr. Barneson retired on February 28, 2019.

2018 Performance Highlights

In 2018, we delivered excellent results despite persistent headwinds from aerospace supply chain destocking, high contained metal and freight costs and newly authorized tariffs. The table below highlights our 2018 financial performance.
RECORD
 
 
 
 
 
RECORD
 
RECORD
 
NEAR RECORD
 
 
 
RECORD
 Shipments
 
Net Sales
 
Net Income
 
Adjusted Net Income*
 
Value Added Revenue*
 
Adjusted EBITDA*
 
Earnings Per Share
 
Adjusted Earnings Per Share*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
652
 
$1,586
 
$92
 
$109
 
$828
 
$205
 
$5.43
 
$6.48
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Million lbs
 
Million
 
Million
 
Million
 
Million
 
Million
 
 
 
 
_________________
* See Appendix A to this Proxy Statement for reconciliations of GAAP to non-GAAP measures.

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2018 Capital Allocation
2018 CAPITAL ALLOCATION
Ÿ
Consistent capital allocation strategy focused on organic growth, external growth and returning cash to shareholders through dividends and share repurchases
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Ÿ
Continued investment to further manufacturing efficiency, quality and capacity
Ÿ
Acquired Imperial Machine & Tool Co. ("IMT"), a leader in multi-material additive manufacturing and machining technologies for aerospace and defense, automotive, high-tech, and general industrial applications, to further advance capability to deliver highly engineered solutions for customers
Ÿ
Increased quarterly dividend for the 8th consecutive year
Ÿ
Returned approximately $100 million to shareholders through share repurchases and dividends
 
CONSISTENT CAPITAL ALLOCATION STRATEGY
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=11
 
Cash deployment track record
 
 
 
Ÿ
Invested ~$750M in the business since 2007 (~2x depreciation)
 
 
 
Ÿ
Distributed >700M to stockholders since 2007
 
 
 
 
Ÿ
Dividends increased each year since 2011
 
 
 
 
Ÿ
~6.2 million shares repurchased at an average price of $67.42
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=12
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=13
 

Overview of the Compensation Committee

The compensation committee of our board of directors is comprised entirely of independent directors. By design, members of the compensation committee also serve on other board committees, including the executive committee, the audit committee, the nominating and corporate governance committee and the talent development committee. We believe this structure helps coordinate the efforts of the respective committees. The compensation committee's primary duties and responsibilities are to establish and implement our compensation policies and programs for senior management. While the nominating and corporate governance committee has the responsibility to evaluate the overall performance of our CEO, the compensation committee coordinates with and assists the nominating and corporate governance committee in that evaluation.


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The compensation committee has the authority under its charter to engage the services of outside advisors, experts and others to assist it. Pursuant to that authority, the compensation committee engaged Meridian to advise it on all matters related to compensation of our CEO and other members of senior management, including the other named executive officers.

The compensation committee meets formally and informally throughout the year. Informal meetings frequently occur when our directors are together for meetings of our full board of directors and telephonically at the request of one or more committee members. Our CEO, other members of our management and outside advisors may be invited to attend all or a portion of a compensation committee meeting depending on the nature of the agenda items; however, neither our CEO nor any other member of management votes on items before the compensation committee.

The compensation committee works with our senior management and Meridian to determine the agenda for its formal meetings and to prepare meeting materials. The compensation committee and our board of directors also solicit the views of our CEO on compensation matters, including, among others:

objectives for our compensation programs;

the structure of our compensation programs;

the role of our compensation programs in management succession planning; and

compensation of other members of senior management, including our other named executive officers.

Objectives of our Compensation Structure

Our compensation structure was developed to achieve the following objectives, which we believe are critical for enhancing stockholder value and to our long-term success and sustainability:

creating alignment between our senior management and our stockholders by rewarding our senior management for achieving strategic goals that successfully drive our operations and enhance our stockholder return;

attracting, motivating and retaining highly experienced executives vital to our short-term and long-term success, profitability and growth;

correlating our senior management compensation with our actual short- and long-term performance; and

providing competitive, targeted compensation levels that are benchmarked to our compensation peer group discussed below as follows:

for base salary, the 50th percentile;

for annual cash incentives at target-level performance, the 50th percentile; and

for annualized economic equity grant value of long-term incentives, between the 50th and the 65th percentiles.

We benchmark our long-term incentives at between the 50th and the 65th percentiles to (1) provide more flexibility for our compensation program where necessary and appropriate, (2) facilitate our ability to address substantive differences in the roles, scope of responsibility and experience of our named executive officers when compared to the positions reflected in our compensation peer group and (3) more heavily weight the compensation of our named executive officers to appropriately emphasize the long-term equity based pay, ensure that our named executive officers maintain a stockholder perspective, directly promote retention of key executives, ensure that a substantial portion of compensation is at risk and subject to forfeiture and link awards to our overall performance and the creation of long-term stockholder value. In addition, we compete for talent with companies much larger than us and those included in our compensation peer group and these larger companies aggressively recruit the most highly qualified talent in critical functions.



33



Design of our 2018 Compensation Program

Our 2018 compensation program for our senior management, including the named executive officers, was designed to reinforce performance and accountability at the corporate, operational and individual levels through the use of:

a short-term annual cash incentive payable only if the performance threshold is met; and

an equity-based, long-term incentive consisting of (1) restricted stock units with three-year cliff vesting to promote senior management retention, and (2) performance shares, 30% of which that vest, if at all, based on our TSR compared to a group of peer companies, 40% of which that vest, if at all, based on our total controllable cost performance, and 30% of which that vest, if at all, based on our EVA performance, each over a three-year performance period (2018 through 2020).

In addition to focusing on "pay for performance," our 2018 compensation program:

balanced short-term and long-term goals, with:

approximately 57% of our CEO's target total compensation being delivered through long-term incentives; and

approximately 44% to 52% of the target total compensation for our other named executive officers being delivered through long-term incentives;

delivered a mix of fixed and at-risk compensation directly related to our overall performance and the creation of stockholder value, with:

approximately 75% of the target compensation of our CEO and our President and COO being at-risk compensation payable only if certain corporate performance levels are achieved; and

approximately 63% to 68% of the target total compensation for our other named executive officers being at-risk compensation payable only if certain corporate performance levels are achieved;

provided compensation that is competitive with our compensation peer group recommended by the compensation committee's independent compensation consultant;

utilized equity-based awards, including performance shares that vest only if we achieve a certain relative TSR, cost performance or EVA performance goal, stock ownership guidelines and annual cash incentives linked to achievement of financial, corporate, operational and individual performance;

emphasized the importance of safety, quality, delivery and cost performance; and

utilized forfeiture provisions that can result in the loss of awards and resulting benefits if we determine that a recipient, including any of our named executive officers, has engaged in certain activities detrimental to us.

Periodically, but not less than annually, each element of compensation is reviewed and considered by the compensation committee and our board of directors both individually and collectively with the other elements of compensation to ensure that each element is consistent with the objectives of both our comprehensive compensation structure and that particular element of compensation. The compensation committee and our board of directors share suggestions or concerns identified in the course of that review with senior management and Meridian, who address the suggestions or concerns in a manner that is satisfactory to the compensation committee and our board of directors. This process occurs over a series of meetings of the compensation committee and our board of directors and executive sessions of the independent directors without members of management present.

In designing the overall compensation program and each individual element of compensation for senior management, including our named executive officers, the compensation committee considers the following factors, among others:

The external challenges to our near- and long-term ability to attract and retain strong senior management;

Each individual's contributions to our overall results;


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Our historical and anticipated operating and financial performance compared with targeted goals; and

Our size and complexity compared with companies in our compensation peer group.

The compensation committee uses tally and other summary sheets that provide a summary of the compensation history of our CEO and those members of our senior management reporting to our CEO. These tally and information sheets include a historical summary of base salary, annual bonus and equity awards.

In reviewing and deliberating our 2018 compensation program, the compensation committee considered, among other things:

the company's key strategic initiatives, business plan and underlying assumptions;

the goal of maintaining alignment between our senior management and our stockholders through the use of short- and long-term, performance-based compensation;

the benefits of maintaining a consistent approach to compensation and the structure of our programs through business cycles;

the anticipated performance of the company's compensation programs based on the company's business plan and current financial position;

the economic conditions in the United States and abroad; and

stockholder feedback.

The review included discussions with Meridian and management regarding existing and contemplated market practices, as well as the structure and objectives of each component of our compensation program.

The compensation committee also reviews the compensation and benefit practices, as well as levels of pay, of a compensation peer group of companies. Working with Meridian, the compensation committee selects for inclusion in our compensation peer group companies that are determined to:

(1) be of a similar size;
(2) have positions of similar complexity and scope of responsibility; and/or
(3) compete with us for talent.

The compensation committee, working with the compensation consultant, reviews, evaluates and updates the compensation peer group, which includes companies in both similar and different industries, at least annually. For 2018, the compensation committee approved the following 34-company peer group with (1) market caps ranging from $622 million to approximately $9.8 billion and a median market cap of approximately $1.8 billion and (2) revenues ranging from $638 million to approximately $3.1 billion and median revenue of approximately $1.6 billion:
Actuant Corp.
ITT Corporation
Briggs & Stratton Corp.
John Bean Technologies Corporation
Carpenter Technology Corp.
Kennamental Inc.
Century Aluminum Co.
Lydall, Inc.
Chart Industries, Inc.
Mueller Industries, Inc.
Clearwater Paper Corp.
Mueller Water Products, Inc.
Cleveland-Cliffs Inc.
Nordson Corp.
Comfort Systems USA, Inc.
P.H. Glatfelter Co.
Donaldson Co.
SPX FLOW, Inc.
EnPro Industries, Inc.
Standex International Corp.
ESCO Technologies Inc.
SunCoke Energy, Inc.
Franklin Electric Co., Inc.
The Timken Company
Global Brass and Copper Holdings, Inc.
Timken Steel Corporation
Graco Inc.
TriMas Corp.
Harsco Corp.
Watts Water Technologies, Inc.
Hillenbrand, Inc.
Woodward, Inc.
IDEX Corp.
Worthington Industries, Inc.

35




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. Importantly, the compensation committee recognizes that we compete for talent with companies much larger than those included in our compensation peer group. These larger companies, including Aleris, Arconic, Constellium and Sapa, aggressively recruit the most highly qualified talent in critical functions. As a result, to attract and retain talent, the compensation committee may from time to time determine that it is in the best interests of our company and our stockholders to provide compensation packages that deviate from targeted pay levels. For 2018, in addition to data obtained from publicly disclosed proxy statements, Meridian also provided data obtained from Equilar Executive Compensation Survey.

Principal Elements of 2018 Compensation

The table below summarizes the elements of our named executive officers' compensation in 2018:
Principal Elements
 
 
 
 
 
 
 
Element
 
Form
 
Objective
 
Performance Metric
 
 
 
 
 
 
 
 
Base Salary
 
Cash
 
Ÿ
Provide a competitive, fixed compensation upon which our named executive officers can rely.
 
No performance metric.
 
 
 
 
 
 
 
 
Short-Term Incentives
 
Cash
 
Ÿ
Create financial incentive for
Ÿ
Adjusted EBITDA
 
 
 
 
 
achieving or exceeding company
Ÿ
Modifiers for safety,
 
 
 
 
 
performance goals.
 
quality, delivery, cost
 
 
 
 
 
 
 
and individual
 
 
 
 
 
 
 
performance.
 
 
 
 
 
 
 
 
Long-Term Incentives
 
Restricted Stock Units
 
Ÿ
Create financial incentive for
 
No performance metric
 
 
 
 
 
continued employment with our
 
(retention based and "at
 
 
 
 
 
company through three-year cliff
 
risk" to the extent
 
 
 
 
 
vesting.
 
underlying performance
 
 
 
 
 
 
 
impacts stock price).
 
 
 
 
 
 
 
 
 
 
Performance Shares
 
Ÿ
Create financial incentive for
Ÿ
30%: Relative TSR
 
 
 
 
 
achieving or exceeding long-term
 
(compared to peer
 
 
 
 
 
performance goals.
 
companies in the S&P
 
 
 
 
 
 
 
600 SmallCap Materials
 
 
 
 
 
 
 
Index).
 
 
 
 
 
 
Ÿ
40%: Total controllable
 
 
 
 
 
 
 
cost performance (added
 
 
 
 
 
 
 
as performance metric in
 
 
 
 
 
 
 
2016).
 
 
 
 
 
 
Ÿ
30%: EVA (added as
 
 
 
 
 
 
 
performance metric in
 
 
 
 
 
 
 
2017).

Each compensation element is discussed in detail below.

Base salary

The compensation committee reviews annually base salaries for our CEO and other executive officers, including our other named executive officers, and determines whether a change is appropriate. In reviewing base salaries, the compensation committee considers factors, including, among others:

level and scope of responsibility;

prior experience;

base salaries paid for comparable positions by our compensation peer group; and

the relationship among base salaries paid within our company.


36



Our intent is to fix base salaries at levels consistent with the design of our overall compensation program for the particular year. In 2018, the compensation committee increased the base salaries of our named executive officers, except Mr. Hockema, by 3%, principally to more closely align their base salaries with market and survey information regarding executive officers with similar experience and responsibilities. Based on Mr. Hockema's recommendation, Mr. Hockema did not receive a base salary increase in 2018. Base salaries for our named executive officers in 2018 were as follows:
Name
2018 Base Salary
Jack A. Hockema
$
915,000

 
Keith A. Harvey
$
552,000

 
Daniel J. Rinkenberger
$
468,000

 
John M. Donnan
$
438,800

 
John Barneson
$
386,500

 
2018 Short-term incentive
Adjusted EBITDA
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http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=5
_______________
* The targets are based on the Adjusted EBITDA required to achieve the designated return on net assets (excluding cash) plus depreciation. As noted, increasing net assets and depreciation raise the year-over-year Adjusted EBITDA targets. As previously noted, while we achieved strong quality performance in 2018, our safety, on-time delivery and cost performance lagged and did not meet our expectations or demanding requirements, resulting in +7%, -10%, -10% and -4% modifiers, respectively, and an overall reduction of Adjusted EBITDA multiplier of 1.4 to a final multiplier of 1.2.
FEATURES
Ÿ
Pay for performance
Ÿ
Adjusted EBITDA target determined based on return on net assets (excluding cash) plus depreciation
Ÿ
Modifiers for safety, quality, delivery and cost performance establishing a strong linkage to strategic non-financial results
Ÿ
In exceptional and rare instances approved by our compensation committee, individual adjustment up to plus or minus 100% based on actual performance, including individual, facility, and/or functional area performance
Ÿ
No payout unless we:
 
(1)
achieve the threshold Adjusted EBITDA goal
 
(2)
generate positive adjusted net income
Ÿ
Maximum payout capped at three times the target
Ÿ
Rigorous financial performance goals - target increases with investments and increasingly higher net assets and depreciation

Our 2018 short-term incentive plan, which we refer to as our 2018 STI Plan, was an annual cash incentive plan designed to reward participants for achieving certain Adjusted EBITDA performance goals determined based on designated returns on our adjusted net assets (excluding cash) plus depreciation. The structure, terms and objectives of the 2018 STI Plan were generally consistent with those of the short-term incentive plan approved by the compensation committee in 2017. Consistent with the short-term incentive plan approved by the compensation committee in 2017, our 2018 STI Plan also included modifiers for safety, quality, delivery and cost performance and permitted, subject to the maximum payout opportunity described below, adjustments to individual payouts, in exceptional and rare instances, up to plus or minus 100%, based on actual performance, including individual, facility, and/or functional area performance. Individuals not meeting individual performance goals could receive a reduced, or even no, payout and individuals meeting or exceeding individual performance goals could receive increased payouts; provided, however, that no increase could exceed the maximum payout opportunity of three times the target.
 
Consistent with our objective of aligning senior management and our stockholders by rewarding our senior management for achieving strategic goals that successfully drive our operations and enhance our stockholder value, our 2018 STI Plan provided

37



that performance in excess of the threshold level would result in an increase in payouts up to the maximum payout opportunity. Under our 2018 STI Plan, potential payouts between the threshold and target levels and between the target and maximum levels were linearly interpolated.

Emphasizing the value we place on employee safety, our product quality, our relationships with our customers, manufacturing efficiency and individual accountability, in addition to financial performance, our 2018 STI Plan took into consideration: corporate safety performance, as measured by TCIR and LCIR; quality performance, as measured by our no-fault claim rate; delivery performance, as measured by our on-time delivery rate; cost performance, as measured by manufacturing costs compared to manufacturing costs in our business plan; and individual performance. Under our 2018 STI Plan, subject to the maximum payout, the award multiplier resulting from actual 2018 Adjusted EBITDA would be adjusted for safety, quality and delivery performance above or below the applicable threshold, each of which could increase or decrease the award multiplier by up to 10%, and for cost performance above or below the applicable threshold, which could increase or decrease the award multiplier by up to 20%. The final award may be increased or decreased by up to 100% based on individual performance in exceptional and rare circumstances.

The table below sets forth the possible payouts that could have been earned by our named executive officers at each performance level and the actual amounts earned by them under the 2018 STI Plan.
Name
 
Below Threshold
 
Threshold
 
Target
 
Maximum
 
Actual
Jack A. Hockema
 
 
$
337,500

 
 
$
675,000

 
 
$
2,025,000

 
 
$
794,475

 
Keith A. Harvey
 
 
$
225,000

 
 
$
450,000

 
 
$
1,350,000

 
 
$
529,650

 
Daniel J. Rinkenberger
 
 
$
155,000

 
 
$
310,000

 
 
$
930,000

 
 
$
364,870

 
John M. Donnan
 
 
$
146,800

 
 
$
293,600

 
 
$
880,800

 
 
$
345,567

 
John Barneson
 
 
$
87,500

 
 
$
175,000

 
 
$
525,000

 
 
$
205,975

 

The Adjusted EBITDA targets under our short- term incentive plan reflect the Adjusted EBITDA required to achieve 7.5%, 15% and 35% returns on our net assets (excluding cash) at the threshold, target and maximum payout levels and also recover our depreciation. As we have continued to invest in our business our net assets and depreciation have continued to grow, and, as a result, the Adjusted EBITDA targets have continued to increase each year. To that end, our Adjusted EBITDA performance at the target level increased 10% from 2017 to 2018 and 21% from 2016 to 2018.
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=19
 
 
The table on the right illustrates our annual Adjusted EBITDA performance multiplier for the last three years under our short-term incentive plans, before the application of modifiers. See Appendix A to this Proxy Statement for reconciliations of GAAP to non-GAAP measures.
 
The Adjusted EBITDA Multiplier under our 2018 Short-Term Incentive Plan is the lowest in the last three years despite our near-record Adjusted EBITDA performance due to our annually increased Adjusted EBITDA targets. After the application of modifiers, the the final multipliers under our short-term incentive plan for 2016 ranged from 2.2 to 2.6 and the final multipliers under our short-term incentive plans for 2017 and 2018 were approximately and 1.5 and 1.2 respectively, each reflecting the impact of our performance against demanding modifiers.


38



2018-2020 Long-term incentives
Relative TSR*
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Controllable Cost**
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EVA***
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12865474&doc=8
_______________

* Relative TSR is against companies comprising the S&P 600 SmallCap Materials Sector Index. Payout capped at target if TSR is negative.

** Payout at target only if we offset underlying inflation. Payout at maximum only if we achieve 3% or more annualized cost reduction after offsetting underlying inflation.

*** No payout if EVA is less than or equal to $25 million.
FEATURES
Ÿ
Three-year performance period (2018-2020)
Ÿ
Include retention features by utilizing time-vested restricted stock units
Ÿ
Pay for performance by utilizing performance shares subject to demanding metrics
Ÿ
Performance metrics:
 
(1)
40% based on controllable cost
 
(2)
30% based on relative TSR
 
(3)
30% based on EVA
Ÿ
Payout for relative TSR performance is capped at target if TSR is negative
Ÿ
Payout at target for controllable cost performance only if we offset underlying inflation
Ÿ
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 believe that consistent execution of our strategy over multi-year periods will lead to an increase in our stockholder return. We use equity awards to provide our named executive officers with an incentive to focus on long-term stockholder value creation. Our long-term incentive program for 2018 through 2020, which we refer to as our 2018 - 2020 LTI Program, for key employees, including our named executive officers, was approved by the compensation committee on March 5, 2018. Since 2014, we have implemented long-term incentive programs based on TSR. In 2016, we added cost as a performance metric, and in 2017, we added EVA as an additional performance metric to our long-term incentive program. Our 2018 - 2020 LTI Program was designed to "pay-for-performance" and to include retention features by rewarding participants with (1) time-vested restricted stock units and (2) performance shares, 30% of which that vest only if a certain TSR performance is achieved, 40% of which that vest only if a certain controllable cost performance is achieved, and 30% of which that vest only if a certain EVA performance is achieved, each over the 2018 through 2020 performance period.


39



Our 2018 - 2020 LTI Program provides, with respect to the restricted stock units issued to members of senior management, including the named executive officers, that, subject to limited exceptions, such units will vest on March 5, 2021. Each restricted stock unit that becomes vested entitles the participant to receive one share of our common stock.

The 2018 - 2020 LTI Program provides, with respect to the performance shares:

a threshold performance level up to which no performance shares will vest or be earned;
a target performance level at which the target number of performance shares will vest and be earned;
a maximum performance level at or above which the maximum number of performance shares (equal to two times the target number of performance shares) will vest and be earned; and
pro rata vesting between the threshold and maximum performance levels.

Performance shares earned, if any, are based on our TSR over the underlying three year performance period compared to the other companies comprising the S&P 600 SmallCap Materials Sector Index. In considering constituents for the S&P SmallCap 600, S&P Dow Jones Indices looks for companies (1) with market capitalizations of between $450 million and $2.1 billion, (2) meeting certain float requirements, (3) with a U.S. domicile, (4) required to file SEC annual reports, and (5) listed on a major U.S. exchange, among other factors. The materials sector includes companies that manufacture chemicals, construction materials, glass, paper, forest products and related packaging products, and metals, minerals and mining companies.

For 30% of the performance shares granted under our 2018 - 2020 LTI Program, the payout will be determined based on our TSR relative to the TSR of our peer companies in the S&P SmallCap 600 Materials Index as follows:
Percentile Ranking
 
Multiplier
< 25th
 
0.0x
25th
 
0.5x
50th
 
1.0x
75th
 
1.5x
> 90th
 
2.0x

For 40% of the performance shares granted under our 2018 - 2020 LTI Program, the payout will be determined based on our controllable cost performance as follows:

there is no payout under the controllable cost performance metric if the annualized controllable cost increase is equal to or greater than 3%;
the performance required for the target payout under the controllable cost performance metric is an annualized controllable cost increase at 0% after offsetting underlying inflation; and
the performance required for the maximum payout under the controllable cost performance metric is an annualized controllable cost reduction equal to or greater than 3% after offsetting underlying inflation.

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.

For 30% of the performance shares granted under our 2018 - 2020 LTI Program, the payout will be determined based on our EVA performance, calculated as the excess of our adjusted pre-tax operating income as reported in our public filings in excess of an amount equal to 15% of our net assets. We believe that positive EVA, while significantly impacted by market conditions, requires exceptional performance and incentivizes capital efficiency and value creation, as well as increasingly higher targets as a result of our investments.

The compensation committee determined that each named executive officer, with the exception of Messrs. Hockema and Harvey, should receive time-based restricted stock units having an economic value equal to 50% of his target monetary value and a target number of performance shares having an economic value equal to 50% of his target monetary value. As provided by Mr. Hockema's employment agreement and consistent with the foregoing objectives, Mr. Hockema received time-based restricted stock units having an economic value equal to 36% of his target monetary value and a target number of performance shares having an economic value equal to 64% of his target monetary value. Mr. Harvey received time-based restricted stock

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units having an economic value equal to 33% of his target monetary value and a target number of performance shares having an economic value equal to 67% of his target monetary value.

The table below sets forth the target monetary value under our 2018 - 2020 LTI Program and the number of restricted stock units and performance shares granted to our named executive officers during 2018:
Name
 
Target Monetary Value
 
Number of
Restricted Stock Units (1)
 
Number of
Performance Shares (2)
Jack A. Hockema
 
$
2,140,000

 
 
8,285

 
 
35,190

 
Keith A. Harvey
 
$
1,100,000

 
 
3,904

 
 
18,934

 
Daniel J. Rinkenberger
 
$
675,000

 
 
3,629

 
 
8,670

 
John M. Donnan
 
$
585,000

 
 
3,145

 
 
7,514

 
John Barneson
 
$
481,000

 
 
2,586

 
 
6,177

 
____________
(1)
The restricted stock units granted will vest on March 5, 2021 or earlier if the named executive officer's employment terminates as a result of death or disability 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, 2021, the restricted stock units will remain outstanding and vest on March 5, 2021 (or earlier in the event of his death or disability or a change in control). If the employment of Mr. Hockema or Mr. Barneson terminates before March 5, 2021 as a result of his retirement, a prorated portion of such restricted stock units, determined based on the actual days of his employment during the restriction period, will remain outstanding and vest on March 5, 2021 (or earlier in the event of his death or disability or a change in control). The number of restricted stock units granted was calculated by dividing the applicable percentage (i.e., 36% and 33% for Messrs. Hockema and Harvey, respectively, and 50% for the other named executive officers) of the target monetary value by the sum of (i) the average of the closing prices of our company's common stock for the 20 trading days prior to the grant date, which was $105.10 per share, reduced by (ii) 11.53%, the discount factor provided by Meridian to reflect the design characteristics, including the vesting period, of the restricted stock units.
(2)
The table below sets forth the number of performance shares that will vest and be earned for each of Messrs. Hockema, Harvey, Rinkenberger, Donnan and Barneson under our 2018 - 2020 LTI Program at each performance level:
Name
 
Below Threshold
 
Threshold
 
Target
 
Maximum
Jack A. Hockema
 
 
8,797

 
 
17,594

 
 
35,190

 
Keith A. Harvey
 
 
4,733

 
 
9,467

 
 
18,934

 
Daniel J. Rinkenberger
 
 
2,167

 
 
4,334

 
 
8,670

 
John M. Donnan
 
 
1,878

 
 
3,757

 
 
7,514

 
John Barneson
 
 
1,544

 
 
3,087

 
 
6,177

 

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 5, 2021 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, 2021. If, prior to December 31, 2020, the named executive officer's employment terminates as a result of death or disability, the target number of performance shares will vest and be earned. 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 will be determined based on the performance level achieved during the three-year performance period. If, prior to December 31, 2020, a change in control occurs, the performance shares granted to him will vest and the number of performance shares, if any, earned will be determined based on the performance level achieved during the performance period through the change in control date. If, prior to the vesting date, the employment of Mr. Hockema or Mr. Barneson terminates as a result of his retirement, the performance shares granted to him will remain outstanding and the number of performance shares, if any, earned will be determined based on the performance level achieved during the performance period and prorated based on the actual days of the named executive officer's employment during the performance period.

The threshold, target and maximum number of performance shares that may be earned, if at all, in 2021 under our 2018-2020 LTI Program are determined as follows:
the threshold number of performance shares reflects that no performance shares will be earned in 2021 under our 2018-2020 LTI Program unless our company's performance exceeds the applicable threshold performance required over the 2018 through 2020 performance period;

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the target number of performance shares was calculated by dividing the applicable percentage (i.e., 64% and 67% for Messrs. Hockema and Harvey, respectively, and 50% for the other named executive officers) of the target monetary value by the sum of (i) the average of the closing prices of our company's common stock for the 20 trading days prior to the grant date, which was $105.10 per share, reduced by (ii) 25.93%, the discount factor provided by Meridian in connection with the calculation of the economic value of the performance shares for purposes of determining the number of performance shares to be granted on the grant date; and
the maximum number of performance shares for each metric is approximately twice the target number of performance shares for that metric.

Upon a change in control, all the restricted s