kalu-def14a_20210603.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Kaiser Aluminum Corporation

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LETTER TO OUR STOCKHOLDERS

FROM OUR EXECUTIVE CHAIRMAN, OUR LEAD INDEPENDENT DIRECTOR AND,

OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

 

 

April 29, 2021

 

 

Dear Stockholder:

 

On behalf of our Board of Directors and management team, thank you for your continued support of Kaiser Aluminum. It is our pleasure to invite you to attend the Annual Meeting of Kaiser Aluminum Corporation to be held at our corporate office, located at 27422 Portola Parkway, Suite 200, Foothill Ranch, California 92610, on Thursday, June 3, 2021, at 9:00 a.m., local time.  While we do not expect to make a separate presentation, we expect our directors and officers to be present at the Annual Meeting and available to respond to any questions you may have.

 

As part of our contingency planning regarding novel coronavirus (“COVID-19”), we are preparing for the possibility that the date, time or location of the Annual Meeting may be changed or that the Annual Meeting may be held by means of remote communication (sometimes referred to as a "virtual" meeting). If we take this step, we will announce the decision to do so in advance through a press release and public filing with the Securities and Exchange Commission, and details will be available at www.kaiseraluminum.com.

 

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, 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 the Annual Meeting, please review the information on attendance provided on in this 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:

 

CURRENT ENVIRONMENT AND BUSINESS STRATEGY

 

As we look back on 2020, and at where we are today, we see that the COVID-19 pandemic has clearly tested our employees, our business and the end markets we serve. However, for more than two decades our business model, consistent strategy and core values positioned us well for unexpected adversity, and our performance throughout the year validated that model as well as the commitment of our employees and the strength of our culture. We navigated the COVID-19 impact on our operations and the rapidly changing market conditions and did so by executing with record safety performance. Our long-term planning process facilitated a smooth executive leadership succession as well as the transition of other key senior management positions. In addition, with strong liquidity and a conservative balance sheet, we were able to opportunistically pursue a transformational acquisition that serves to diversify and reduce the cyclicality of our portfolio and significantly enhance the long-term growth opportunities for our company.

 

A core value and priority for us as a preferred employer continues to be the health and safety of our employees. We moved quickly to mitigate the spread of COVID-19 in our facilities and continued to maintain a safe and heathy work environment while dealing with the challenges of the pandemic as we responded to rapidly changing market conditions. We, like many other companies, promptly migrated to remote work environments for a large number of employees, modified workspaces to implement additional safety measures and implemented additional tools for continued training and development, ensuring ongoing communications and sustainability of our culture and values. Our employees and the talent of our workforce are key components for our continued success.

 

Positioning Kaiser Aluminum as a preferred supplier has also been a key tenet of our core values and our competitive strategy supported by a company-wide culture and commitment to provide Best-in-Class customer satisfaction.  Over the past two decades, we have developed strong and deep partnerships with our blue chip customer base, differentiating our company

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with quality products and a strong customer focus. Throughout the year, we continued to enhance customer relationships working collaboratively to address our mutual short-term needs and long-term opportunities, further strengthening these relationships and the growth potential for our company.

 

Our business model is predicated on maximizing opportunities during an expanding economy as well as being well-prepared for unexpected economic adversity. To that end, recognizing the cyclicality of our served end markets, our ongoing financial strategy remains focused on disciplined management of liquidity and debt leverage. We maintain conservative debt leverage and proactively manage our liquidity. At every Board meeting, management and our Board review our liquidity under stress-tested conditions to ensure we can withstand a severe downturn in our served market segments while continuing to fund investments, both sustaining and strategic, as well as continuing our regular quarterly dividend. Although we could not have predicted the uncertainty that resulted from the COVID-19 pandemic, this discipline and financial strategy have served us well under those conditions.

 

Recognizing the economic uncertainty, in April 2020, we proactively raised additional capital to enhance our already strong liquidity safety net and to position our company to capitalize on attractive investment opportunities by issuing $300 million aggregate principal amount of 6.500% senior unsecured notes due 2025, increasing our total liquidity to approximately $1 billion. We remained profitable throughout the year with positive cash flow and continued to fund our sustaining capital requirements. Our strong balance sheet and financial flexibility facilitated our ability to maintain and increase our quarterly dividend, and to opportunistically pursue further growth through a transformational acquisition.

 

In late 2020, we initiated an all cash $670 million strategic acquisition of Kaiser Aluminum Warrick, LLC, formerly known as Alcoa Warrick LLC (“Warrick”), a leading North American rolling mill focused on the production of can stock for the beverage and food packaging industry with a focus on high margin coated products. The packaging business conducted at Warrick is highly complementary to our existing aerospace, automotive and general engineering cyclic end markets and provides excellent opportunities with favorable demand and industry dynamics driving growth. The acquisition, completed on March 31, 2021, and Warrick’s focus provide a strategic re-entry into the attractive aluminum packaging industry and significantly enhances, diversifies and reduces the cyclicality of our portfolio. Overall, the transaction is consistent with our longstanding strategy to acquire businesses that we understand at a price that creates long-term value for our stockholders, while continuing to adhere to our disciplined financial strategy for liquidity management and debt leverage.

 

As we look forward, we are well positioned for continued long-term growth with a diversified portfolio and strong secular growth trends in each of our served end markets:

 

Packaging - Sustainability-driven conversion from plastic to aluminum beverage and food cans;

Aerospace/High Strength - Secular growth in global passenger air travel;

Automotive Extrusions - Light weighting of vehicles to achieve increased fuel economy; and

General Engineering - North American industrial demand and continued trend to re-shoring for domestic supply.

 

The end markets will continue to set the tone for long-term demand, while our strategy to be a preferred supplier and low cost producer sets the tone for how we perform. Our culture of continuous improvement propels us to new and better processes, manufacturing capabilities, products and customer satisfaction. And our business model facilitates our ability to sustain a consistent strategic direction throughout economic cycles.

 

2020 PERFORMANCE HIGHLIGHTS

 

We delivered strong performance under severe business conditions as we navigated the significant decline in commercial aerospace demand during the back half of the year while managing strong demand for our general engineering, automotive and defense products. Our results reflect solid execution of our business cycle strategy and our ability to flex costs and operating levels as we responded to rapidly changing business conditions throughout the year.

 

For the full year 2020, net sales of $1,173 million and value added revenue of $697 million were down approximately 19% compared to our 2019 results reflecting a strong first quarter followed by significant COVID-19 pandemic related disruptions to our operations and end markets during the remainder of the year.  Despite the significant decline in value added revenue, we reported full year net income of $29 million, adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $154 million and EBITDA margin at 22% in an extremely challenging environment.

 

In addition, with continued confidence in the long-term outlook for our business, our Board approved a 7.5% increase in the quarterly dividend to $0.72 per share, up from the 12% increase in early 2020, marking the 10th consecutive year we have increased our quarterly dividend. Our commitment to return excess capital to our stockholders remains one of the pillars of our capital allocation priorities.

 

 

 


 

 

BOARD OVERSIGHT OF STRATEGY

 

Our Board remains actively focused on overseeing our business strategies, risk management, environmental, social and governance (“ESG”) matters, talent development, succession planning and development and execution of our long-term strategy.  

 

By focusing on our long-term outlook, our Board is best able to support our common goal of creating enduring value in our company and for our stockholders and our stakeholders. Our Board contributes to management’s strategic plan by engaging senior management in robust discussions about our overall strategy, priorities for our 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, in each case consistent with each of our five key corporate values – being a valued corporate citizen, preferred investment, preferred supplier, preferred employer and preferred customer.

 

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 and stakeholder engagement on evolving ESG 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 our control environment, risk mitigation and management, the use of technology, our corporate values and the overall “tone at the top.”

 

Our Board values the feedback and insights gained from frequent engagement with our stockholders and our directors occasionally participate in one on one meetings with our stockholders. In 2021, in addition to interactions regarding our financial performance, management engaged with stockholders representing approximately 50% of our outstanding shares on matters relating to our long-term business strategy and performance, our executive leadership succession, our annual Sustainability Report and related corporate governance, executive compensation and ESG matters, in addition to our recently completed acquisition of Warrick. We are committed to including the perspective of our stockholders 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 2021 and beyond.

 

BOARD REFRESHMENT AND SUCCESSION PLANNING

 

Our Board recognizes the importance of and is 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 our company’s strategic direction.  We have a mandatory retirement policy that provides that unless otherwise approved by our Board, no individual may be nominated for election or re-election as a director if the individual would be age 75 or older at the time the term would begin. Our Nominating and Corporate Governance Committee also regularly evaluates the size and composition of our Board.

 

We thoughtfully plan 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; anticipate and plan for changes, including retirements; constructively engage with the United Steel, Paper and Foresting, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC; 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 Lead Independent Director and of the Chairs of our Board's five committees, providing for the identification of potential successors, their development and the transition of responsibilities.

 

In July 2020, we completed the planned chief executive officer succession plan by appointing Mr. Harvey as Chief Executive Officer and a member of the Board of Directors and transitioning Mr. Hockema as Executive Chairman, separating the roles of Chief Executive Officer and Chairman. Dr. Osborne continues to serve as our Lead Independent Director. We believe that Mr. Hockema's substantial experience with our company and in the metals industries, the independence of our other directors, our governance structure and the interaction between and among Mr. Hockema, Mr. Harvey, our Lead Independent Director and our other directors make our board leadership structure the most appropriate for our company and our stockholders.

 


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BOARD COMPOSITION

 

Our Board is highly independent, engaged and diverse in perspectives and backgrounds as reflected by its composition, which is currently 83% independent, 25% gender diverse and 17% ethnically diverse.  This structure underscores the Board’s belief that we are best served when we 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 among our director nominees to ensure both continuity and fresh perspectives on our Board.

 

CORPORATE SUSTAINABILITY MATTERS

 

We recognize that long-term excellence requires sustainable practices. Our commitment to the sustainability of our business and creating long-term value for our stockholders and other stakeholders remains a critical and an integral part of our corporate values and we manage our business for long-term success in a manner that is economically, environmentally and socially responsible.

 

We continually seek to improve our product quality and manufacturing efficiency through processes and capital investments that reduce our environmental impact and, in turn, reduce the environmental impact of our customers. The aluminum mill products we produce are part of the carbon solution facilitating light weighting and increased fuel efficiency in transportation and, due to its infinite recyclability, aluminum has become the material of choice for the beverage and food packaging industry.

 

As our external engagement on ESG matters has continued to evolve, we have engaged an outside consultant to assist us in developing a strategy to advance our reporting on ESG matters with the longer-term objective of aligning with the Sustainability Accounting Standards Board guidelines. Although ESG has been an integral part of our Board’s overall risk management oversight, our Board recently expanded the scope of duties and responsibilities of the former Talent Development Committee (now the ESG Committee) to provide more focused oversight of the company’s strategic ESG activities and initiatives, consistent with our corporate values, while continuing to provide oversight to our executive succession planning, human capital development, and the diversity of our management and workforce.

 

Our annual Sustainability Report serves to capture the highlights of our sustainability culture and initiatives that we continue to develop as good stewards of our environment. Please refer to our annual Sustainability Reports that are available at www.kaiseraluminum.com.

 

To all of our stakeholders - customers, suppliers, investors, employees and the communities in which we operate - your contribution and support have made Kaiser Aluminum what it is today - a highly differentiated, well-respected leader in our industry - and a company well positioned for the future. We look forward to continuing to deliver value to our customers, employees, suppliers, investors and communities. We are grateful for your support of Kaiser Aluminum and of our Board.

 

 

 

 

 

 

 

 

Keith A. Harvey

 

Jack A. Hockema

 

Alfred E. Osborne, Jr.

President and Chief Executive Officer

 

Executive Chairman of the Board

 

Lead Independent Director

 

 

 

 

 

 

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Kaiser Aluminum Corporation

27422 Portola Parkway, Suite 200

Foothill Ranch, CA 92610-2831

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON June 3, 2021

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Stockholders (the "Annual Meeting") 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 3, 2021, at 9:00 a.m., local time, for the following purposes:

 

(1)

To elect three members to our board of directors for three-year terms to expire at our 2024 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 2021;

 

(4)

To approve the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan; and

 

(5)

To consider such other business as may properly come before the Annual Meeting or any adjournments thereof.

As part of our contingency planning regarding novel coronavirus (COVID-19), we are preparing for the possibility that the date, time or location of the Annual Meeting may be changed or that the Annual Meeting may be held by means of remote communication (sometimes referred to as a "virtual" meeting). If we take this step, we will announce the decision to do so in advance through a press release and public filing with the Securities and Exchange Commission, and details will be available at www.kaiseraluminum.com.

Information concerning the matters to be acted upon at the Annual Meeting is set forth in the accompanying Proxy Statement.  This notice and the accompanying proxy materials are being mailed or made available to stockholders on or about April 29, 2021.

The close of business on April 12, 2021 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

 

 

John M. Donnan

 

Chief Administrative Officer and General Counsel

 

 

 

 

April 29, 2021

 

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

David Foster

73

June 2009

Distinguished Associate, Energy Future Initiative

ESG

Nominating and Corporate Governance

Leo Gerard

74

September 2019

Retired International President, United Steel, Paper and Foresting, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC (“USW”)

ESG

Emily Liggett

65

June 2018

Strategy consultant and business advisor

Audit

ESG

 

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

The board of directors recommends a vote "FOR" the approval, on a non-binding, advisory basis, 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 12.

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 2021.

Additional information about the independent registered public accounting firm may be found beginning on page 14.

Proposal 4 – Approval of Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan

The board of directors recommends a vote "FOR" the approval of the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan.

Additional information about the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan may be found beginning on page 15.

 

 

 

 

 


 

 

PROXY STATEMENT SUMMARY

Our results in 2020 reflect solid execution under very challenging business conditions. This summary highlights information contained elsewhere in this Proxy Statement but 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

Leading North American producer of highly engineered aluminum mill products

Focus on demanding applications for aerospace, automotive, and general industrial end-markets and recently acquired a leading position in the aluminum packaging end-market

Long-standing customer relationships - original equipment manufacturers, tier 1 suppliers, aluminum packaging makers and users and metal service centers

Competitive cost position while differentiating through superior product attributes and “Best in Class” customer satisfaction

Business model mitigates the impact of aluminum price volatility

 

 

 

CYCLICALITY STRATEGY

Always be prepared for unexpected economic adversity

Establish and maintain a strong preferred supplier partnership position

Flex costs in response to changes in business activity level

Retain strong liquidity to weather a deep recession

Maintain conservative leverage

 

 

 

LONG –TERM PERFORMANCE HIGHLIGHTS

Achieved key cost position with organic investments at ˃2x rate of depreciation

Maintained financial strength through business cycle, steadily increasing quarterly dividends

Over $850 million in organic investments since 2007 (~2x depreciation)

Returned over $840 million to stockholders through dividends and share repurchases since 2007

 

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2020 PERFORMANCE

Solid execution despite very challenging business conditions resulting from the COVID-19 pandemic, including the significant decline in commercial aerospace demand and the temporary shutdown of automotive original equipment manufacturers

Completed $350 million senior notes offering in early April 2020 to further strengthen liquidity and enhance financial flexibility for potential opportunistic investments

Aggressively flexed costs to align with lower volume

Completed planned leadership succession plan by appointing Keith A. Harvey as CEO and a member of the Board and transitioning Jack A. Hockema to Executive Chairman of the Board

Executed definitive agreement for transformative acquisition of Warrick, which contains all the assets of the rolling mill in Warrick County, Indiana, for a purchase price of $670 million, having excellent value creation potential, diversifying end use markets and significantly reducing cyclicality of portfolio

Continued to return cash to shareholders by increasing quarterly dividend for the 9th consecutive year in early 2020 by 12% to $0.67 per share (and again for a 10th consecutive year in early 2021 by 7.5% to $0.72 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shipments

 

Net Sales

 

Net Income

 

Adjusted Net Income*

 

Value Added Revenue*

 

Adjusted EBITDA*

 

Earnings Per Share

 

Adjusted Earnings Per Share*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

502

 

$1,173

 

$29

 

$48

 

$697

 

$154

 

$1.81

 

$3.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

2020 CAPITAL ALLOCATION

Capital spending focused on critical sustaining projects and modest investment to support growth and enhance efficiencies

Suspended share repurchase to conserve liquidity in mid-March 2020

Continued to sustain and increased quarterly dividend for the 9th consecutive year

 

BOARD OF DIRECTORS

Diverse and highly independent Board

Ongoing commitment to board refreshment - five highly qualified directors added since 2018 (four independent)

Robust and multi-tiered Board and Committee annual assessment process

Use of internal resources and/or third party to facilitate Board and Committee evaluations

Continuing focus on identifying critical skills needed to support company strategy and board succession planning

Strong support for continued proactive and effective stockholder engagement (> 50% annually)

USW has right to nominate 40% of our Board members

 

 

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ENVIRONMENT & SUSTAINABILITY

Sustainability is an integral part of our corporate values

Our business is managed for long-term success in a manner that is economically, environmentally and socially responsible

Our products are part of the carbon solution, facilitating light weighting, increased fuel efficiency and recycling

Aluminum is infinitely recyclable and we have continued to increase our use of recycled scrap

Our continued investments increasing our manufacturing efficiency and product quality reduce our environmental impact and the environmental impact of our customers

Continued focus on talent development across the organization to attract, develop, motivate, and retain productive, engaged employees and to sustain a winning corporate culture

Publishing annual Corporate Sustainability Report starting in 2019 highlighting our sustainability culture and initiatives as we continue to develop as good stewards of our environment and resources

Implemented Human Rights Policy in 2020

Ongoing engagement with BlueGreen Alliance and environmental groups

 

EXECUTIVE COMPENSATION

Approximately 80% of CEO and former CEO target compensation is “at-risk”, with >50% subject to stringent performance metrics

Approximately 50% to 70% of the target compensation of the other named executive officers is “at-risk”, with >50% subject to stringent performance metrics

Compensation programs supported by best practices and aligned with our strategic objectives and stockholder interests

Continued stockholder support for executive compensation (95% approval in 2020)

Incentive plans continue to require increasing levels of performance

Added adjusted EBITDA margin as a 2020 long-term incentive (“LTI”) performance metric; revised weighting of 2020 LTI performance metrics to 20% cost and 20% adjusted EBITDA margin while maintaining 60% total shareholder return ("TSR")

Expanded the TSR peer group from the S&P 600 Small Cap Materials Index to the S&P 1000 Materials Index to reduce volatility

 

EXECUTIVE COMPENSATION HIGHLIGHTS

Although payouts under our 2020 short-term and 2018-2020 long-term incentive plans were significantly impacted by the severe business conditions resulting from the COVID-19 pandemic, based on management recommendation, the compensation committee did not make any adjustments to our existing incentive programs. Our incentive programs are designed to “pay for performance,” and it is expected that payouts may be impacted during difficult business/economic conditions. According, we believe it is appropriate to maintain our existing incentive programs without adjustments that would otherwise mitigate the negative impact of the COVID-19 pandemic on the payouts.   

As described in further detail in the “Executive Compensation - Compensation Discussion and Analysis” section of this Proxy Statement, or CD&A, our 2020 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;

 

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

 

require increasing levels of financial performance as we continue to invest in our business.

In 2020, the compensation of our named executive officers consisted primarily of the following components:

 

a base salary (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 (1) payable only if our company achieved a certain adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, performance level, which target level has continued to increase annually,

 

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as we continue to invest in our business, 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 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.

 

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, feedback from our stockholders and compensation trends.  The following table describes the performance share metrics (described more fully below) we used for our 2018-2020, 2019-2021 and 2020-2022 long-term incentive programs:

 

 Performance Share Metrics

 

2018-2020

 

 

2019-2021

 

 

2020-2022

 

 Relative TSR

 

30%

 

 

60%

 

 

60%

 

 Total Controllable Cost

 

40%

 

 

40%

 

 

20%

 

 Economic Value Added ("EVA")

 

30%

 

 

 

 

 

 

 

 

 

Adjusted EBITDA Margin

 

 

 

 

 

 

 

 

 

20%

 

 

Our compensation committee, working with the compensation committee’s independent compensation consultant, Meridian Compensation 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 2020, our compensation committee approved the 34-company peer group more fully described in our CD&A section with (1) market capitalizations ranging from $255 million to approximately $12.4 billion and a median market capitalization of approximately $1.9 billion, each as of September 2019, and (2) 2018 revenues ranging from $792 million to approximately $3.6 billion and median revenue of approximately $1.8 billion.  Our market capitalization as of December 31, 2020 and revenues for 2020 were $1.6 billion and $1.2 billion, respectively.  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 2020 short-term incentive and 2020 -2022 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

20%

 

 

 

 

TSR

60%

 

 

 

 

Adjusted EBITDA Margin

20%

 

 

 

_______________

* The safety modifier is measured using our total case incident rate ("TCIR") and lost-time case incident rate ("LCIR"), the quality modifier is measured using our no-fault claim rate, the delivery modifier is measured by our on-time delivery rate, and the cost modifier is measured by our manufacturing efficiency.  As noted, the individual modifier is discretionary and, with respect to our executive officers, only used in exceptional and rare instances approved by the compensation committee.

iv


 

The following summarizes our performance against the metrics under our 2020 short-term incentive and 2018- 2020 long-term incentive plans:

 

2020 Short-Term Incentive

 

______________

* The targets are based on the Adjusted EBITDA required to achieve the designated return on adjusted net assets (excluding cash) using our adjusted pre-tax operating income.  As noted, our increasing net assets and depreciation raise the year-over-year Adjusted EBITDA targets.  While we achieved record safety performance in 2020, our on-time delivery and cost performance lagged and did not meet our demanding expectations and requirements, resulting in modifiers of +7%, -5%, -10% and -20%, respectively, and an overall reduction of our Adjusted EBITDA multiplier of -28% to a final multiplier of 0.51.

 

FEATURES

Pay for performance

Adjusted EBITDA target determined based on return on net assets (excluding cash) using our adjusted pre-tax operating income

Modifiers for safety, quality, delivery and cost performance establishing a strong linkage to strategic non-financial results

In exceptional and rare instances approved by our compensation committee with respect to our executive officers, individual adjustment up to plus or minus 100% based on actual performance, including individual, facility and/or functional area performance

No payout unless we:

 

(1)

achieve the threshold Adjusted EBITDA goal of a 7.5% return on our adjusted net assets

 

(2)

generate positive adjusted net income

Maximum payout capped at three times the target

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 adjusted net assets (excluding cash) based on adjusted pre-tax operating income at the threshold, target and maximum payout levels. 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 3% from 2019 to 2020.

 

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.

 

v


 

 

The Adjusted EBITDA Multiplier under our 2020 Short-Term Incentive Plan is the lowest in the last three years due primarily to the impact of the challenging business conditions resulting from the COVID-19 pandemic.  After the application of modifiers, the final multipliers under our short-term incentive plan for 2018, 2019, and 2020 were 1.18x, 0.96x and 0.51x, respectively, each reflecting the impact of our performance against demanding modifiers.

2018- 2020 Long-Term Incentive

 

Relative TSR*

Total Payout Percentage:

39%

Controllable Cost

EVA**

_____________

* Relative TSR was against companies comprising the S&P 600 SmallCap Materials Sector Index.

** There was no payout under the EVA performance metric as we did not achieve threshold EVA performance.

 

FEATURES

Three-year performance period (2018-2020)

Includes retention features by utilizing time-vested restricted stock units

Pay for performance by utilizing performance shares subject to demanding metrics

Performance metrics:

 

(1)

40% based on controllable cost

 

(2)

30% based on relative TSR

 

(3)

30% based on EVA

Payout for relative TSR performance is capped at target if TSR is negative

Payout at target for controllable cost performance only if we offset inflation

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

 

 

 

vi


 

 

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.

 

 

 

2016-2018 Plan

2017-2019 Plan

2018-2020 Plan

 Metric

 

Weighting

Multiplier

Weighted

Multiplier

Weighting

Multiplier

Weighted

Multiplier

Weighting

Multiplier

Weighted Multiplier

 TSR

 

 

60

%

0.90x

0.54x

 

40

%

1.92x

0.77x

 

30

%

1.24x

0.37x

 Cost

 

 

40

%

1.18x

0.47x

 

40

%

0.85x

0.34x

 

40

%

0.04x

0.02x

 EVA

 

 

 

 

 

 

 

20

%

0.00x

0.00x

 

30

%

0.00x

0.00x

 Plan Multiplier

 

 

 

 

 

1.01x

 

 

 

 

1.11x

 

 

 

 

0.39x

 

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 2016-2018, 2017-2019 and 2018- 2020 long-term incentive programs:

 

The performance shares earned was determined by our TSR over the applicable three year performance period compared to the TSR of 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 $700 million and $3.2 billion, (2) meeting certain float requirements, (3) with a U.S. domicile, (4) required to file Securities and Exchange Commission ("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

 

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 2018- 2020 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 over the three-year performance period would result in no payout of performance shares subject to the controllable cost metric.

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.

Performance Share Award Payout Based on EVA

For 30% of the performance shares granted under our 2018- 2020 long-term incentive plan, the payout is determined based on EVA performance, calculated using our adjusted pre-tax operating income in excess of an amount equal to 15% of our net assets.

vii


 

2020 Total CEO Compensation

As previously noted, the mix of our CEO’s total target compensation is heavily weighted toward performance-based compensation with approximately 80% of the total target compensation being at-risk (short- and long-term compensation), approximately 60% of the total target compensation being long-term, and more than 70% of the long-term target being allocated to performance shares.

 

The market pay analysis performed by Meridian at the end of 2020 reflected that the total target compensation of our CEO for 2020 was 14% below the median of our compensation peer group and that our CEO’s (1) base salary was approximately 1% below the median base salary, (2) short-term incentive target was approximately 3% below the median and (3) long-term incentive target was approximately 19% below the median.  The payout to our CEO under the incentive program was further impacted by the challenging business conditions resulted from the COVID-19 pandemic.  As previously discussed, although the payouts under our incentive programs were significantly impacted by the severe business conditions resulting from the COVID-19 pandemic, based on management recommendation, the compensation committee did not make any adjustments to our existing incentive programs.  

RESPONSE TO THE COVID-19 PANDEMIC

We initiated the following actions to mitigate the impact of the COVID-19 pandemic on our employees, their families and business operations:

Health and Safety

 

Monitoring and implementing local, state and federal guidelines;

 

 

Following the guidelines issued by the Centers for Disease Control and Prevention to mitigate the risk of exposure to COVID-19;

 

 

Implementing additional health and safety protocols for contractors and service providers;

 

 

Developing contingency plans to respond to employees experiencing symptoms;

 

 

Working with benefits providers and other resources to support our employees and their families; and

 

 

Coordinating with the USW and our other unions to develop health and safety protocols.

 

 

Business Cycle Strategy

 

 

Completed $350 million senior note offering in early April 2020 to further strengthen liquidity and enhance financial flexibility for potential opportunistic investments;

 

 

Increasing and maintaining quarterly dividends;

 

 

Initiated a $670M all cash strategic acquisition of Warrick on favorable terms that will immediately be accretive to earnings; significantly increases our company’s scale; and

 

 

Continuing to take prudent strategic actions that strengthen our company’s competitive position.

 

 

Operations

 

 

Increasing daily communications with plant managers and business leaders;

 

 

Aggressively flexing costs and operating levels to align with demand;

 

 

Will utilize a discipline approach to add back costs as certain businesses recovered in the second half of the year; and

 

 

Continued emphasis on customer satisfaction metrics such as quality and on-time delivery.

 

 

Reimagined Workplace

 

 

Promptly migrated to remote work environment for large number of employees;

 

 

Modifying work spaces to implement additional safety measures;

 

 

Implementing additional tools for continued training and development, ensuring ongoing communications and sustainability of culture and values; and

 

 

Under new CEO, successfully established new corporate and Fabricated Products operating teams to provide seamless transition in management of our company.

 

 

viii


 

 

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 3, 2021

 

TABLE OF CONTENTS

 

 

 

Page

GENERAL QUESTIONS AND ANSWERS

1

PROPOSALS REQUIRING YOUR VOTE

4

 

Proposal 1 - Election of Directors

4

 

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

12

 

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

14

 

Proposal 4 - Approval of Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan

15

CORPORATE GOVERNANCE

29

 

Board Leadership Structure

29

 

Risk Oversight

30

 

Director Independence

31

 

Director Designation Agreement

31

 

Board Committees

32

 

Board and Committee Meetings and Consents in 2020

36

 

Annual Meetings of Stockholders

36

 

Annual Performance Reviews

37

 

Stockholder Engagement

37

 

Sustainable Value Creation

38

 

Stock Ownership Guidelines and Securities Trading Policy

39

 

Risks Arising from Compensation Policies and Practices

39

 

Stockholder Communications with the Board of Directors

40

EXECUTIVE OFFICERS

41

EXECUTIVE COMPENSATION

43

 

Compensation Committee Report

43

 

Compensation Discussion and Analysis

43

 

2020 Summary Compensation Table

60

 

All Other Compensation

62

 

Grants of Plan-Based Awards in 2020

63

 

Employment-Related Agreements and Certain Employee Benefit Plans

64

 

Outstanding Equity Awards at December 31, 2020

68

 

Option Exercises and Stock Vested in 2020

70

 

Pension Benefits as of December 31, 2020

71

 

Nonqualified Deferred Compensation for 2020

71

 

Potential Payments and Benefits Upon Termination of Employment

72

 

Pay Ratio

76

DIRECTOR COMPENSATION

77

 

Director Compensation for 2020

77

 

Director Compensation Arrangements

78

EQUITY COMPENSATION PLAN INFORMATION

79

PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP

80

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

81

AUDIT COMMITTEE REPORT

82

INDEPENDENT PUBLIC ACCOUNTANTS

84

DELINQUENT SECTION 16(A) REPORTS

84

OTHER MATTERS

85

STOCKHOLDER PROPOSALS

85

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 3, 2021: 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, 2021 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 3, 2021, at 9:00 a.m., local time, at our corporate office, located at 27422 Portola Parkway, Suite 200, Foothill Ranch, California 92610.

As part of our contingency planning regarding novel coronavirus (COVID-19), we are preparing for the possibility that the date, time or location of the Annual Meeting may be changed or that the Annual Meeting may be held by means of remote communication (sometimes referred to as a "virtual" meeting). If we take this step, we will announce the decision to do so in advance through a press release and public filing with the Securities and Exchange Commission, and details will be available at www.kaiseraluminum.com.

Q:

Who may attend the Annual Meeting?

A:

All of our stockholders of record may attend the Annual Meeting.

Q:

Who is entitled to vote?

A:

Stockholders as of the close of business on April 12, 2021 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 three members to our board of directors to serve until our 2024 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 2021;

 

the approval of the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan, which we refer to as the 2021 Plan and a copy of which is attached as Appendix B to this Proxy Statement; 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;

 

"FOR" the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2021; and

 

“FOR” the approval of the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan.

Q:

How can I vote?

A:

You can vote 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.

1


 

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 2, 2021.

 

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 2, 2021.

 

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. 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, 2021, the record date, 15,847,938 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 2021.

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.  A “majority” of the votes cast with respect to a director means the number of votes for the director exceeds the number of votes withheld from the director.  If an incumbent director nominee receives a greater number of votes withheld than in favor of his or her election 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 affirmative vote of the holders of a majority of shares of our common stock present or represented by proxy at the Annual Meeting and entitled to vote on the subject matter 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, (2) to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2021, and (3) to approve the 2021 Plan. If you abstain from voting on the proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement, the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2021, and/or the proposal to approve the 2021 Plan, your shares will not be counted in the vote for such proposal(s) and will have no effect on the outcome of the vote.

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 2021. To be sure your shares are voted, you should instruct your broker to vote your shares using the instructions provided by your broker.

2


 

Q:

What will happen if the compensation of the company's named executive officers is not approved by the stockholders on an advisory basis?

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 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 expect to 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 2021 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 2, 2021;

 

submitting a properly signed proxy card with a later date;

 

delivering, no later than 5:00 p.m., Eastern Time, on Wednesday, June 2, 2021, 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.

Your attendance alone will not revoke your proxy. To change your vote, you must also vote 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 will bear the cost of the solicitation of proxies.  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 12 members, consisting of our CEO, our former CEO and 10 independent directors. Our current directors are:

 

David Foster

Lauralee E. Martin

 

 

Leo Gerard

Alfred E. Osborne, Jr., Ph.D.

 

 

L. Patrick Hassey

Teresa M. Sebastian

 

 

Keith A. Harvey

 

Donald J. Stebbins

 

 

Jack A. Hockema

Thomas M. Van Leeuwen

 

 

Emily Liggett

Brett E. Wilcox

 

Mr. Hockema, our former CEO, serves as Executive Chairman of the Board, and Dr. Osborne serves as our Lead Independent Director.  

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 20 years of service, with an average tenure of approximately nine 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 III directors expires at the Annual Meeting; the term of our Class I directors will expire at the 2022 annual meeting of stockholders; and the term of our Class II directors will expire at the 2023 annual meeting of stockholders.

Mr. Hassey, whose term expires at the 2021 annual meeting of stockholders, is retiring upon the expiration of his term pursuant our director retirement policy.  As a result, if each of our Class III director nominees is elected, the size of our board of directors will be reduced from 12 to 11 members.

Board Refreshment and Director Succession Planning

We are committed to board refreshment and have added five highly qualified directors, four of whom are independent, to our board since 2018.  The table below illustrates the tenure of our directors:

 

Board Tenure

Number of Directors

Percentage

0-5 Years

5

42%

6-10 Years

1

  8%

11+ Years

6

50%

 

4


 

 

We thoughtfully plan 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;

 

anticipate and plan for changes, including retirements;

 

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 of potential successors, their development and the transition of responsibilities.

Board Composition and Diversity

Bringing together informed directors with different perspectives and backgrounds, 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, ages, independence and diversity.

 

Gender Diversity

 

Ethnic Diversity

 

Independence

25%

 

17%

 

83%

 

Nominees for Class III 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 three 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 three 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 III director nominees, including their ages, present principal occupations, other business experiences, directorships in other public companies in the past five years, 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

 

David Foster

 

Director since: June 2009

 

Committees: ESG and Nominating and Corporate Governance

 

Age: 73

 

Other affiliations:

 

–     Member of board of directors of Evraz North America, d/b/a Oregon Steel Manufacturing (2006 - Present)

 

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 has also served as a visiting scholar at the Massachusetts Institute of Technology since May 2019, working on the Roosevelt Project, a three-year research project focused on energy technology and economic development.

 

5


 

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 (described under “Corporate Governance - Director Designation Agreement”) in connection with our 2009, 2012, 2015 and 2018 annual meetings of stockholders and again in 2021 in connection with the Annual Meeting. 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.

 

Leo Gerard

 

Director since: September 2019

 

Committee: ESG

 

Age: 74

 

DESCRIPTION OF BUSINESS EXPERIENCE:

 

Mr. Gerard served as International President of the USW from 2001 until he retired in July 2019.  During that time Mr. Gerard was a co-founder of the BlueGreen Alliance.

 

QUALIFICATIONS:

 

The board of directors nominated Mr. Gerard because of his extensive national and international labor experience, experience in Washington D.C. and experience 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, regulatory and trade initiatives on U.S. based manufacturers and sustainability.  Mr. Gerard was designated by the USW as a director candidate pursuant to the terms of our Director Designation Agreement and again in 2021 in connection with the Annual Meeting.

 

Emily Liggett

 

Director since: June 2018

 

Committees: Audit and ESG

 

Age: 65

 

Other Public Board Membership:

–     Ultra Clean Holdings (2014 - Present)

–     Materion Corporation (2020 - Present)

 

Other Affiliation:

–     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 at Liggett Advisors since January 2019.   Ms. Liggett also served as a seed business coach at the Stanford University for technology-based business from August 2017 to October 2018.  Ms. Liggett served as 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 of Science degree in engineering and manufacturing systems from Stanford University and a Master of Business Administration degree from the Stanford University Graduate School of Business.

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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)

 

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 in the past five years, 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 I Directors – Term Expiring at the 2022 Annual Meeting

 

Alfred E. Osborne, Jr.

 

Lead Independent Director

 

Director since: July 2006

 

Committees: Audit, Executive, and Nominating and Corporate Governance (Chair)

 

Age: 76

 

Other Public Board Memberships:

–     First Pacific Advisor family of seven funds (Capital, Crescent, International Value, New Income, Paramount, Perennial and Source Capital) (1999 - Present)

–     Wedbush Capital (1998 - Present)

 

DESCRIPTION OF BUSINESS EXPERIENCE:

 

Dr. Osborne is the Senior Associate Dean for external affairs at the UCLA Anderson School of Management, served as Interim Dean from July 2018 to July 2019 and is 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.

 

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 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 board 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 allows 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.

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Teresa Sebastian

 

Director Since: June 2019

 

Age: 63

 

Committees: Audit and Nominating and Corporate Governance

 

Other Public Board Membership:

–     The AES Corporation (January 2021 – Present)

 

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.

 

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., internal audit executive leadership experience and accounting and financial background reinforce her qualification as an audit committee financial expert, ability to understand our financial statements and ability 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 USW as a director candidate pursuant to the terms of our Director Designation Agreement in connection with our 2019 annual meeting of stockholders.

 

Donald J. Stebbins

 

Director Since: June 2019

 

Age: 63

 

Committees: Compensation (Chair), Executive, and Nominating and Corporate Governance

 

Other Public Board Memberships:

–     Snap-on Tools (2015 - Present)

 

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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)

 

QUALIFICATIONS:

 

The board of directors nominated Mr. Stebbins because of his board and chief executive officer experience and, among his other qualifications, his experience and expertise in the automotive industry, international business, manufacturing, sales, product innovation/development, operations, accounting and finance (including as a chief financial officer), mergers and acquisitions, strategy development, executive compensation and leadership development.

 

Thomas M. Van Leeuwen

 

Director since: July 2006

 

Committees: Audit, Compensation, and Nominating and Corporate Governance

 

Age: 64

 

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.

Class II DirectorsTerm Expiring at the 2023 Annual Meeting

 

Keith A. Harvey

 

President and Chief Executive Officer

 

Director since: 2020

 

Committee: Executive

 

Age: 61

 

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DESCRIPTION OF BUSINESS EXPERIENCE:

 

For information as to Mr. Harvey, see “Executive Officers” below.

 

QUALIFICATIONS:

 

Mr. Harvey’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, our industry and the strategic direction for our company.

 

Jack A. Hockema

 

Executive Chairman of the Board

 

Director since: 2001

 

Committee: Executive (Chair)

 

Age: 74

 

DESCRIPTION OF BUSINESS EXPERIENCE:

 

Mr. Hockema has served as Executive Chairman of the Board since July 2020 and a director since 2001.  Mr. Hockema served as our CEO from 2001 to July 2020 and as Chairman of the Board from July 2006 to July 2020. 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 of Science degree in Management and a Bachelor of Science degree in Civil Engineering, both from Purdue University. Mr. Hockema has more than 30 years of experience with Kaiser and more than 50 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.

 

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, our industry and the strategic direction for our company.

 

PREVIOUS DIRECTORSHIPS:

–     Superior Industries International, Inc. (2014-2018)

 

Lauralee E. Martin

 

Director since: September 2010

 

Committees: Audit (Chair), ESG, Compensation, and Executive

 

Age: 70

 

Other Public Board Membership:

–     Marcus & Millichap, Inc. (August 2019 - Present)

 

Other Affiliations

–     Member of board of directors of QuadReal Property Group (February 2017 - Present)

 

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)

 

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, Compensation, ESG (Chair), and Executive

 

Age: 67

 

DESCRIPTION OF BUSINESS EXPERIENCE:

 

Mr. Wilcox has served as Chief Executive Officer of Cvictus, 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, was designated by the USW as a director candidate in connection with our 2008, 2011, 2014, 2017 and 2020 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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Proposal 2 - Advisory Vote to Approve Named Executive Officer 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 to approve our named executive officer 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 2021 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 discussions), is hereby APPROVED.

Although the payout under our 2020 incentive plans was significantly impacted by the severe business conditions resulting from the COVID-19 pandemic, based on management recommendation, the compensation committee did not make any adjustments to our existing incentive programs. Our incentive programs are designed to “pay for performance,” and it is expected that payouts may be impacted during difficult business/economic conditions. According, we believe it is appropriate to maintain our existing incentive programs without adjustments to accommodate the negative impact of the COVID-19 pandemic.  

As described in further detail in the CD&A section, our compensation structure was developed to achieve the following objectives, which we believe are critical for enhancing stockholder value and 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; and

 

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

The compensation committee reviewed our compensation program for 2020.  The review included consideration of stockholder feedback, the over 95% approval of the 2020 advisory vote to approve our named executive officer compensation, and 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 in 2020 would consist primarily of the following components:

 

a base salary (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 (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 for (a) our safety performance based on our total case incident rate, or TCIR, which is the average number of work-related injuries incurred per 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 per 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 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, 60% of which that vest, if at all, based on our TSR, compared to the TSR of our peers in the S&P 1000 Materials Index, 20% of which that vest, if at all, based on our total controllable cost performance, and

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20% of which that vest, if at all, based on our adjusted EBITDA margin performance, each over the 2020-2022 performance period.

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 2020, our compensation committee approved the 34-company peer group more fully described in our CD&A with (1) market capitalizations ranging from $255 million to approximately $12.4 billion and a median market capitalization of approximately $1.9 billion, each as of September 2019, and (2) 2018 revenues ranging from $792 million to approximately $3.8 billion and median revenue of approximately $1.8 billion.   Our market capitalization as of December 31, 2020 and revenues for 2020 were $1.6 billion and $1.2 billion, respectively.  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.

In July 2020, Mr. Harvey succeeded Mr. Hockema as CEO and Mr. Hockema transitioned to Executive Chairman of the Board.  The market pay analysis performed by Meridian at the end of December 2020 reflected that the 2020 total target compensation of our CEO was 14% below the median of our compensation peer group and that our CEO’s (1) base salary was approximately 1% below the median base salary, (2) short-term incentive target was approximately 3% below the median and (3) long-term incentive target was approximately 19% below the median.  

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 2020, approximately 80% of the target total compensation of our CEO and former CEO, and approximately 50% to 70% 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 2020.

 

 

 

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Best Practice Compensation Features

 

 

 

What We Do

 

What We Don't Do

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

 

NO compensation or incentives that encourage unnecessary or excessive risk taking

DO balance both short-term (one-year) and long-term (three-year) performance across our incentive programs

 

NO repricing or buyout of "underwater" stock options or appreciation rights without stockholder approval

DO enhance retention with time-based, three-year cliff vesting for restricted stock unit awards

 

NO pledging of our securities

DO subject the vesting of approximately 55% (70% for our CEO) of long-term incentive awards to performance targets based on relative TSR and controllable cost, each over a three-year performance period

 

NO hedging or speculative transactions involving our securities

DO maintain rigorous stock ownership guidelines (6x base salary/base retainer for CEO and non-employee directors and 3x for other executive officers)

 

NO guaranteed payout for cash incentive compensation

DO maintain a clawback policy for both equity and cash awards

 

NO excessive perquisites or other benefits

DO cap payouts for awards under both of our short-and long-term incentive plans

 

NO evergreen equity plan provisions

DO appoint a compensation committee comprised solely of independent directors

 

NO dividend equivalents on unearned performance shares

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 to approve our named executive officer compensation is non-binding and solely advisory in nature, our board of directors and the compensation committee value the opinions of our stockholders and expect to consider the outcome of the vote when determining future executive compensation programs.  We hold this advisory vote to approve our named executive officer compensation on an annual basis, and the next such vote is expected to be conducted at our 2022 annual meeting.

The board of directors recommends a vote "FOR" the approval, on a non-binding, advisory basis, 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 2021.

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 2022.

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 2021.

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Proposal 4 – Approval of Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan

General

We are asking stockholders to approve the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan, which we refer to as the 2021 Plan. On April 7, 2021, upon recommendation by the compensation committee of our board of directors, our board of directors unanimously approved and adopted, subject to the approval of our stockholders at the 2021 Annual Meeting of Stockholders, the 2021 Plan to succeed the Kaiser Aluminum Corporation 2016 Equity and Incentive Compensation Plan, which we refer to as the 2016 Plan.  The 2016 Plan became effective on May 26, 2016, upon approval by our stockholders.

Our board of directors is recommending that our stockholders vote in favor of the 2021 Plan, which will succeed the 2016 Plan. The 2021 Plan continues to afford the compensation committee of our board of directors the ability to design compensatory awards that are responsive to our needs and includes authorization for a variety of awards designed to advance our interests and long-term success by attracting, motivating and retaining our officers, other employees and non-employee directors, as well as potentially certain non-employees who provide employee-type services to us.

If the 2021 Plan is approved by our stockholders, it will be effective as of the day of the Annual Meeting, and no new awards will be granted under the 2016 Plan on or after that date. Outstanding awards under the 2016 Plan, however, will continue in effect in accordance with their terms. If the 2021 Plan is not approved by our stockholders, no awards will be made under the 2021 Plan, and the 2016 Plan will remain in effect.

Our principal reason for seeking approval of the 2021 Plan is to obtain stockholder approval of the shares of our common stock, par value $0.01 per share, available for awards under the 2021 Plan, as required by the rules of the Nasdaq Stock Market.

The actual text of the 2021 Plan is attached as Appendix B to this Proxy Statement. The following description of the 2021 Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix B to this Proxy Statement.

Why We Recommend That You Vote for Proposal 4

General

The 2021 Plan authorizes the compensation committee of our board of directors to provide equity-based compensation in the form of stock options, appreciation rights (or SARs), restricted stock, restricted stock units (or RSUs), performance shares, performance units, dividend equivalents and certain other awards denominated or payable in, or otherwise based on our common stock or factors that may influence the value of our common stock, plus cash incentive awards, for the purpose of providing our officers and other employees (and those of our subsidiaries), our non-employee directors, and potentially certain non-employees who perform employee-type functions, incentives and rewards for performance. Some of the key features of the 2021 Plan that reflect our commitment to effective management of equity and incentive compensation are described below in this subsection.

We believe our future success depends in part on our ability to attract, motivate and retain high quality employees and directors and that the ability to provide equity-based and incentive-based awards under the 2021 Plan is critical to achieving this success. We would be at a competitive disadvantage if we could not use share-based awards to recruit and compensate our employees and directors.

The use of our common stock as part of our compensation program is also important to our continued success because equity-based awards are an essential component of our compensation program for employees, as they link compensation with long-term stockholder value creation and reward participants based on our performance. As discussed in further detail in our CD&A section, equity compensation represents a significant portion of the compensation package for our Chief Executive Officer and other named executive officers. Because our equity awards generally vest over multiple years, the value ultimately realized from these awards relates to the long-term value of our common stock. Our equity compensation program also helps us to attract and retain talent in a highly competitive market, targeting individuals who are motivated by pay-for-performance.

As of March 31, 2021, 232,320 shares of our common stock remained available for issuance under the 2016 Plan. If the 2021 Plan is not approved, we may be compelled to increase significantly the cash component of our employee and director compensation, which may not necessarily align employee and director compensation interests with the investment interests of our stockholders as closely as provided by equity-based awards. Replacing equity-based awards with cash also would increase cash compensation expense and use cash that might be better utilized.

 

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Plan Highlights

 

 

The 2021 Plan does not utilize so-called “liberal” share counting for options or stock appreciation rights;

 

The 2021 Plan prohibits granting discounted stock options and stock appreciation rights;

 

The 2021 Plan prohibits the repricing of stock options and appreciation rights without stockholder approval;

 

The 2021 Plan has no evergreen features;

 

The 2021 Plan generally provides that, as default treatment, awards will be subject to “double-trigger” vesting upon a change in control, unless otherwise provided for in an award agreement (see further discussion below);

 

The 2021 Plan generally provides that awards will be subject to a one-year minimum vesting or performance period, subject to certain exceptions described in the 2021 Plan;

 

The 2021 Plan does not provide for any tax “gross-ups” for excise taxes payable in connection with a change in control;

 

The 2021 Plan will generally be administered by our independent compensation committee of our board of directors; and

 

Our award agreements with participants under the 2021 Plan are expected to require that awards be subject to certain forfeiture and clawback arrangements.

 

2016 Plan Information as of March 31, 2021

The following table provides information regarding our 2016 Plan and the number of shares of our common stock outstanding, each as of March 31, 2021:

 

Total stock options and stock appreciation rights outstanding

0

Total full value awards outstanding*

638,276

Shares available for issuance*

232,320

Total shares of common stock outstanding

15,847,938

_________________

* Reflects the number of performance shares at the maximum performance level.

 

Equity Overhang and Dilution

 

The following includes aggregated information regarding the overhang and dilution associated with the 2016 Plan and the potential stockholder dilution that would result if our proposed share pool under the 2021 Plan is approved. The information below is as of March 31, 2021. As of that date, there were approximately 15,847,938 shares of our common stock outstanding.

 

Equity overhang measures the potential dilutive effects of outstanding and future equity grants and is expressed as a percentage and calculated, as of any particular date, by dividing: (1) the sum of (a) the total number of shares of our common stock underlying outstanding awards and (b) the total number of shares of our common stock available for future grants, by (2) our total number of outstanding shares of common stock. Our equity overhang as of March 31, 2021 was 5.49%.

 

As of March 31, 2021, shares of our common stock subject to outstanding awards, shares of our common stock available for future awards and equity overhang under the 2016 Plan were as follows:

 

 

Number of shares of our common stock subject to outstanding stock options: 0 shares of our common stock (0% of our outstanding common stock);

 

Number of shares of our common stock subject to outstanding full value awards (i.e. restricted stock, restricted stock units and performance shares (at maximum)): 638,276 shares of our common stock (4.03% of our outstanding common stock);

 

Total number of shares of our common stock subject to outstanding full value awards: 638,276 shares of our common stock (4.03% of our outstanding common stock);

 

Total number of shares of our common stock available for future awards under the 2016 Plan: 232,320 shares of our common stock (1.47% of our outstanding common stock); and

 

The sum of (1) the total number of shares of our common stock subject to outstanding awards and (2) the total number of shares of our common stock available for future awards under the 2016 Plan: 870,596 shares of our common stock, representing an equity overhang (or maximum potential dilution) of 5.49%.

 

If the 2021 Plan had become effective and replaced the 2016 Plan as of March 31, 2021, shares of our common stock subject to outstanding awards, shares of common stock available for future awards and equity overhang under the 2016 Plan and the 2021 Plan immediately thereafter would have been as follows:

 

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Number of shares of our common stock subject to outstanding stock options under the 2016 Plan: 0 shares of our common stock (0% of our outstanding common stock);

 

Number of shares of our common stock subject to outstanding full value awards (i.e., restricted stock, restricted stock units and performance shares (at maximum)) under the 2016 Plan: 638,276 shares of our common stock (4.03% of our outstanding common stock);

 

Total number of shares of our common stock subject to outstanding awards under the 2016 Plan: 638,276 shares of our common stock (4.03% of our outstanding common stock);

 

Total number of shares of our common stock available for future awards under the 2021 Plan: 757,320 shares of our common stock (4.78% of our outstanding common stock), representing the sum of (1) 232,320 shares of our common stock that remained available for awards under the 2016 Plan immediately prior to its replacement with the 2021 Plan (1.47% of our outstanding common stock) (which reflects the grant of full value awards covering 171,605 shares of our common stock and the cancellation or forfeiture of awards covering 92,405 shares of our common stock in the first quarter of 2021) and (2) 525,000 additional new shares of our common stock requested to be available for future awards under the 2021 Plan (3.31% of our outstanding common stock); and

 

The sum of (1) the total number of shares of our common stock subject to outstanding awards under the 2016 Plan and (2) the total number of shares of our common stock available for awards under the 2021 Plan: shares of our common stock, representing an equity overhang (or maximum dilution potential) of 5.61%.

 

Based on the closing price per share of our common stock as reported on the Nasdaq Stock Market on March 31, 2021 of $110.50, the aggregate market value of the 525,000 additional new shares of our common stock requested to be available for awards under the 2021 Plan was $58,012,500.

 

Burn Rate

 

The burn rate for any particular year is expressed as a percentage and calculated by dividing (1) the sum of (a) the number of shares underlying time-vested full-value awards (for example, awards of restricted stock or restricted stock units) and time-vested stock options granted during such year, (b) the number of shares underlying performance-vested full-value awards (for example, performance shares) earned during such year based on the achievement of applicable management objectives, and (c) the number of shares underlying performance-vested stock options earned during such year based on the achievement of applicable management objectives, by (2) the diluted weighted average number of shares of our common stock outstanding for such year.

 

The following table sets forth for each of 2018, 2019 and 2020: (1) the number of shares of our common stock underlying time-vested full-value awards granted during such year; (2) the number of shares of our common stock underlying performance-vested full-value awards earned during such year; (3) the sum of such numbers for such year, representing the total number of shares of our common stock burned under the 2016 Plan during such year; and (4) the burn rate, not taking into account forfeitures with respect to time-vested awards, based on our diluted weighted average common stock outstanding of 16,874,298, 16,203,224, and 15,913,001, for 2018, 2019 and 2020, respectively. All awards granted under the 2016 Plan during the last three years have been full-value awards.

 

Year

Shares Subject to Time-Vested Awards Granted

 

Shares Subject to Performance-Vested Awards Earned

 

Total Shares Burned

 

Burn Rate

2018

74,138

 

125,674

 

199,812

 

1.18%

2019

65,731

 

77,606

 

143,337

 

0.88%

2020

109,556

 

81,401

 

190,957

 

1.20%

 

Our average annual burn rate for the three-year period 2018-2020, not taking into account forfeitures with respect to time-vested awards, was 1.09%.

 

Under the 2021 Plan, each of our non-employee directors may elect to receive shares of common stock in lieu of any or all of his or her annual cash retainer, including retainers for serving as Lead Independent Director or a committee chair, with the number of shares to be determined based on a per share price equal to the average of the closing prices per share of our common stock as reported on the Nasdaq Stock Market for the 20 trading days prior to the award date of the annual retainers. The burn rates set forth above do not reflect the shares of our common stock issued or delivered to our non-employee directors as a result of such elections. Our non-employee directors received 1,954, 2,850 and 5,015 shares of our common stock in lieu of annual cash retainers in 2018, 2019 and 2020, respectively.

 


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Anticipated Share Usage

 

In determining the number of shares of our common stock to request for approval under the 2021 Plan, our management team worked with Meridian, the compensation committee’s independent compensation consultant and the compensation committee of our board of directors to evaluate a number of factors, including our recent share usage and criteria expected to be utilized by institutional proxy advisory firms in evaluating our proposal for the 2021 Plan.

 

If the 2021 Plan is approved, we intend to utilize the shares authorized under the 2021 Plan to continue our practice of incentivizing key individuals through annual equity grants. We currently anticipate that the shares of our common stock requested in connection with the approval of the 2021 Plan combined with the shares available for future awards will last for about five years, based on our historic grant rates and anticipated future payout levels, but could last for a shorter or longer period of time if actual practice does not match historic rates. For example, if our share price decreases materially, the shares available for future awards could last for a shorter period and, conversely, if our share price increases materially, the shares available for future awards could last for a longer period. As noted in “ - Summary of Other Material Terms of the 2021 Plan” below, the compensation committee of our board of directors would retain full discretion under the 2021 Plan to determine the number and amount of awards to be granted under the 2021 Plan, subject to the terms of the 2021 Plan, and future benefits that may be received by participants under the 2021 Plan are not determinable at this time, except with respect to certain grants to non-employee directors that are expected to be made immediately following the Annual Meeting (as described below).

 

We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholder equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests, as described above.

 

In evaluating this Proposal 4, stockholders should consider all of the information in this Proposal 4.

 

Key Features of the 2021 Plan

 

Administration

 

The 2021 Plan will generally be administered by the compensation committee of our board of directors, as further described in “ - Summary of Other Material Terms of the 2021 Plan Administration” below.

 

Reasonable Plan Limits

 

Subject to adjustment as described in the 2021 Plan, the aggregate number of shares of our common stock available for awards granted under the 2021 Plan is limited to 525,000 shares of our common stock, plus (1) the total number of shares remaining available for awards under the 2016 Plan as of the effective date of the 2021 Plan and (2) any shares of our common stock that become available under the 2021 Plan or the 2016 Plan as a result of forfeiture, cancellation, expiration, withholding or cash settlement of awards, as described in “ - Limited Share Recycling Provisions” below. Shares of our common stock delivered in respect of grants under the 2021 Plan may be shares of original issuance, treasury shares or a combination of the two.

 

Subject to adjustment as described in the 2021 Plan, the 2021 Plan also provides for the following individual limits:

 

 

the aggregate number of shares of our common stock actually issued or transferred upon the exercise of “incentive stock options” as defined in Section 422 of the Code (“Incentive Stock Options”) will not exceed 525,000 shares of our common stock;

 

no non-employee director will be granted, in any period of one calendar year, compensation for such service having an aggregate maximum value in excess of $700,000 (or, for an independent chair of the Board, $1,400,000); and

 

up to 5% of the maximum number of shares of our common stock available for awards under the 2021 Plan may be used for awards under the 2021 Plan that do not at grant comply with the one-year minimum vesting or performance period requirements (as further described below) applicable to such awards.

 

Allowances for Conversion Awards and Assumed Plans

 

Shares of our common stock issued or transferred under awards granted under the 2021 Plan in substitution for or conversion of, or in connection with an assumption of, stock options, SARs, restricted stock, RSUs or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added back to) the aggregate share limit or other 2021 Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate

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transactions from another entity may be available for certain awards under the 2021 Plan, under circumstances further described in the 2021 Plan, but will not count against the aggregate share limit or other 2021 Plan limits described above.

 

Share Recycling Provisions

 

If any award granted under the 2021 Plan is cancelled or forfeited, expires or is settled for cash (in whole or in part), the shares of our common stock subject to the award will, to the extent of such cancellation, forfeiture, expiration or cash settlement, again be available under the 2021 Plan. If, after the effective date of the 2021 Plan, any shares of our common stock subject to an award granted at any time under the 2016 Plan are then forfeited, or an award granted at any time under the 2016 Plan is then cancelled or forfeited, expires, is unearned or is settled in cash (in whole or in part), the shares of our common stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, unearned amount or cash settlement, also be available for awards under the 2021 Plan.

 

The following shares of our common stock will not be added (or added back, as applicable) to the aggregate number of shares of our common stock available under the 2021 Plan: (1) shares withheld by us, or tendered or otherwise used, in payment of the exercise price of an option; (2) shares withheld by us, or tendered or otherwise used, to satisfy tax withholding obligations with respect to options or SARs; (3) shares subject to a share-settled SAR that are not actually issued in connection with the settlement of such SAR upon the exercise thereof; and (4) shares that are repurchased by us with stock option proceeds. The following shares of our common stock will be added (or added back, as applicable) to the aggregate number of shares of common stock available under the 2021 Plan: shares withheld by us, or tendered or otherwise used, to satisfy tax withholding obligations with respect to any awards other than options or SARs.

 

Minimum Vesting Periods

 

The 2021 Plan provides that, except for awards under which up to an aggregate of 5% of the maximum number of shares of our common stock available under the 2021 Plan may be granted, awards granted under the 2021 Plan (other than cash-based awards) shall vest no earlier than after one year, unless our compensation committee specifically provides for those restrictions to lapse sooner, including by virtue of the death, disability or termination of employment of a participant (provided that in the event of a change in control the award shall be subject to the Double-Trigger Change in Control treatment described herein unless otherwise provided for in an award agreement, as further described below); provided, however, that (1) awards granted in connection with awards that are assumed converted or substituted in a transaction as provided in the 2021 Plan, (2) shares of common stock delivered in lieu of fully vested cash obligations, and (3) awards to non-employee directors that vest on the earlier of the one-year anniversary of the applicable date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting will not be subject to the minimum vesting requirement.

 

Change in Control Treatment

 

The 2021 Plan also provides that, as a default provision, in the event of a change in control, unless otherwise provided in an award agreement, all outstanding awards granted under the 2021 Plan will vest only where either (1) within a specified period of time the participant’s service is involuntarily terminated for reasons other than for cause or the participant terminates his or her employment or service for good reason or (2) such awards are not assumed or converted into replacement awards in a manner described in the applicable award agreement (we refer to any change in control satisfying these conditions as a “Double-Trigger Change in Control”). Under this default provision, unless otherwise provided in an award agreement, performance-based awards that vest upon a change in control of Kaiser would vest based on the actual achievement of the applicable management objectives as if the applicable performance period ends on the trading day immediately preceding the change in control of Kaiser, pro-rated for the number of days that lapse during the period of time from the first day of the performance period and continuing through the date of the change in control of Kaiser.

 

Please note, however, that Kaiser’s current form award agreements provide for single-trigger change in control vesting, meaning the default Double-Trigger Change in Control treatment does not apply to any awards granted on such forms.

 

The 2021 Plan includes a definition of “change in control,” which is set forth in “ - Summary of Other Material Terms of the 2021 Plan Change in Control” below.

 

No Repricing or Cash Buyouts Without Stockholder Approval

 

The repricing or exchange for cash or other awards of stock options and SARs (outside of certain corporate transactions or adjustment events described in the 2021 Plan) is prohibited without stockholder approval under the 2021 Plan.

 


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No Discounted Options or SARs

 

The 2021 Plan provides that, except with respect to converted, assumed or substituted awards as described in the 2021 Plan, no stock options or SARs will be granted with an exercise or base price, less than the fair market value of our common stock on the date of grant.

 

Summary of Other Material Terms of the 2021 Plan

 

Administration

 

The 2021 Plan will generally be administered by the compensation committee of our board of directors (or its successor), or any other committee of our board of directors designated by our board of directors to administer the 2021 Plan. References to the “Committee” in this Proposal 4 refer to the compensation committee of our board of directors or such other committee designated by our board of directors, as applicable. The Committee may from time to time delegate all or any part of its authority under the 2021 Plan to any subcommittee thereof. Any interpretation, construction and determination by the Committee of any provision of the 2021 Plan, or of any agreement, notification or document evidencing the grant of awards under the 2021 Plan (or related document), will be final and conclusive. To the maximum extent permitted by applicable law, the Committee may delegate to one or more of its members or to one or more officers, or to one or more of our agents or advisors, such administrative duties or powers as it deems advisable. In addition, the Committee may by resolution, subject to certain restrictions set forth in the 2021 Plan, authorize one or more of our officers to (1) designate employees to be recipients of awards under the 2021 Plan and (2) determine the size of such awards. However, the Committee may not delegate such responsibilities to our officers for awards granted to certain employees or other persons who are subject to the reporting requirements of Section 16 of the Exchange Act.

 

Eligibility

 

Any person who is selected by the Committee to receive benefits under the 2021 Plan and who is at that time an officer or other employee of Kaiser or any of our subsidiaries (including a person who has agreed to commence serving in such capacity within 90 days of the date of grant) is eligible to participate in the 2021 Plan. In addition, certain persons who provide services to us or any of our subsidiaries that are equivalent to those typically provided by an employee (provided that such persons satisfy the definition of “employee” for purposes of a Registration Statement on Form S-8 under the Securities Act), and non-employee directors of Kaiser, may also be selected to participate in the 2021 Plan. As of March 31, 2021, there were approximately 82 employees, 0 other service providers and 10 non-employee directors of Kaiser eligible to participate in the 2021 Plan. The basis for participation in the 2021 Plan is being eligible and selected by the Committee or its designee to receive a grant thereunder.

 

Shares Available for Awards and Plan Limitations

 

Subject to adjustment as described in the 2021 Plan, the aggregate number of shares of our common stock available for awards granted under the 2021 Plan is limited to 525,000 shares of our common stock, plus (1) the total number of shares remaining available for awards under the 2016 Plan as of the effective date of the 2021 Plan and (2) any shares of our common stock that become available under the 2021 Plan or the 2016 Plan as a result of forfeiture, cancellation, expiration, withholding or cash settlement of awards, as further described in “- Key Features of the 2021 Plan - Limited Share Recycling Provisions” above.

 

The 2021 Plan also includes certain other share limits, as further described in the “Key Features of the 2021 Plan - Reasonable Plan Limits” section above.

 

Share Counting

 

The aggregate number of shares of our common stock available for issuance under the 2021 Plan will be reduced by one share for every one share subject to an award granted under the 2021 Plan, as further described in " - Key Features of the 2021 Plan - Allowances for Conversion Awards and Assumed Plans” and “ - Key Features of the 2021 Plan - Limited Share Recycling Provisions” above.

 

Types of Awards

 

Pursuant to the 2021 Plan, we may grant stock options (including Incentive Stock Options), SARs (including tandem appreciation rights and free-standing appreciation rights), restricted stock, restricted stock units, performance shares, performance units, cash incentive awards, and certain other awards based on or related to our common stock.

 

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Each grant of an award under the 2021 Plan will be evidenced by an award agreement which will contain such terms and provisions as the Committee may determine, consistent with the 2021 Plan. A brief description of the types of awards which may be granted under the 2021 Plan is set forth below.

 

Stock Options. A stock option is a right to purchase shares of our common stock at a stated exercise price upon exercise of the stock option. Stock options granted under the 2021 Plan may consist of Incentive Stock Options, non-qualified stock options or a combination of both. Incentive Stock Options may only be granted to our employees and employees of our subsidiaries. Except with respect to awards issued in substitution for, in conversion of, or in connection with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, stock options must have an exercise price per share that is not less than the fair market value of a share of our common stock on the date of grant. No stock option granted under the 2021 Plan may be exercised more than 10 years from the date of grant.

 

Each grant of stock options will be evidenced by an award agreement which will specify the applicable terms and conditions of such award, including the number of shares of our common stock subject to such stock option and any vesting and forfeiture provisions. Any grant of stock options may specify management objectives that must be achieved as a condition to the exercise of the stock options.

 

Any grant of stock options may provide for the continued vesting or the earlier vesting of such stock options, including in the event of the retirement, death, disability or termination of employment or service of a participant. Stock options granted under the 2021 Plan may not provide for dividends or dividend equivalents.

 

Each grant will specify the form of consideration to be paid in satisfaction of the exercise price, which may include: (1) cash or check acceptable to us, or wire transfer of immediately available funds; (2) the actual or constructive transfer to us of shares of our common stock owned by the participant (or certain other consideration permitted under the 2021 Plan) with a value at the time of exercise that is equal to the total exercise price; (3) subject to any conditions or limitations established by the Committee, by a net exercise arrangement pursuant to which shares of our common stock otherwise issuable upon exercise of a stock option will be withheld; (4) by a combination of the foregoing methods; and (5) such other methods as may be approved by the Committee. To the extent permitted by law, any grant may provide for deferred payment of the exercise price from the proceeds of a sale through a bank or broker of some or all of the shares to which the exercise relates. The exercise of stock options will result in the cancellation on a share-for-share basis of any tandem appreciation rights, as described below.

 

Appreciation Rights (or SARs). The Committee may authorize the granting of appreciation rights, including free-standing appreciation rights and tandem appreciation rights. A free-standing appreciation right is a right granted to any participant to receive from us an amount equal to 100%, or a lesser percentage as determined by the Committee, of the spread between the base price specified in the award agreement and the value of the shares of our common stock subject to the award on the date of exercise. Each grant of a free-standing appreciation right will contain a base price, which (except with respect to awards issued in substitution for, in conversion of, or in connection with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries) may not be less than the market value per share of our common stock on the date of grant. A tandem appreciation right is a right granted to the holder of a stock option, exercisable only by surrender of the related stock option, to receive from us an amount equal to 100%, or a lesser percentage as determined by the Committee, of the spread between the base price and the value of the shares of our common stock subject to the related stock option on the date of exercise. Tandem appreciation rights may be granted at any time prior to the exercise or termination of the related stock options, except that any tandem appreciation rights awarded in relation to Incentive Stock Options must be granted concurrently with the Incentive Stock Options. Tandem appreciation rights may only be exercised at a time when the related stock options are also exercisable and the spread is positive, and by the surrender of the related stock options.

 

Each grant of appreciation rights will be evidenced by an award agreement which will describe such appreciation rights, identify the related stock options (if applicable), and may contain other applicable terms and conditions of such award, including any vesting and forfeiture provisions. Any grant of appreciation rights may specify management objectives that must be achieved as a condition to the exercise of such rights. Appreciation rights granted under the 2021 Plan may not provide for dividends or dividend equivalents.

 

Any grant of appreciation rights may provide for continued vesting or the earlier vesting of such rights, including in the event of the retirement, death, disability or termination of employment or service of a participant.

 

Each grant of appreciation rights may specify that the amount payable by us on exercise will be paid in cash, shares of our common stock or a combination thereof. No appreciation rights may be exercised more than 10 years after the date of grant. We may make successive grants of appreciation rights to the same participant regardless of whether any previously granted appreciation rights remain unexercised.

 

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Restricted Stock. The grant or sale of restricted stock constitutes an immediate transfer of the ownership of shares of our common stock to the participant in consideration of the performance of services, entitling such participant to dividend, voting and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer for a period of time determined by the Committee or until certain management objectives specified by the Committee are achieved. Each grant or sale of restricted stock may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value of a share of our common stock on the date of grant.

 

Each grant or sale of restricted stock will be evidenced by an award agreement which will specify the applicable terms and conditions of such award, including any vesting and forfeiture provisions. Any grant of restricted stock may specify management objectives that, if achieved, will result in termination or early termination of the restrictions applicable to the restricted shares. Each grant or sale of restricted stock may require that any or all dividends or other distributions paid on restricted shares of our common stock that remain subject to a substantial risk of forfeiture be automatically deferred and reinvested in additional restricted stock, which may be subject to the same restrictions as the underlying award. However, dividends or other distributions on restricted stock subject to restrictions that lapse as a result of the achievement of management objectives will be deferred until, and paid contingent upon, the achievement of the applicable management objectives.

 

Any grant or sale of restricted stock may provide for the continued vesting or earlier vesting of restrictions on such restricted stock, including in the event of the retirement, death, disability or termination of employment or service of a participant.

 

Restricted Stock Units (or RSUs). Restricted stock units awarded under the 2021 Plan constitute an agreement by us to deliver shares of our common stock, cash or a combination thereof to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of management objectives) during the restriction period as the Committee may specify. Each grant or sale of RSUs may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value of our common stock on the date of grant. During the restriction period applicable to the RSUs, the participant will have no right to transfer any rights under the award and will have no ownership rights, including voting rights, in the shares of our common stock underlying such RSUs. For any award of RSUs, the Committee may provide that rights to dividend equivalents are part of any RSU on the terms determined by the Committee, on a current, deferred or contingent basis, either in cash or in additional shares of our common stock. However, dividend equivalents or other distributions on shares of our common stock underlying RSUs with restrictions that lapse as a result of the achievement of management objectives will be deferred until, and paid contingent upon, the achievement of the applicable management objectives.

 

Each grant of RSUs will be evidenced by an award agreement which will specify the applicable terms and conditions of such award, including any vesting and forfeiture provisions. Each grant of RSUs will specify the time and manner of payment of RSUs that have been earned, including whether the amount payable with respect to such RSUs will be paid in cash, shares of our common stock or a combination of the two.

 

Any grant or sale of RSUs may provide for the earlier lapse or other modification of the restriction period, including in the event of the retirement, death, disability or termination of employment or service of a participant.

 

Cash Incentive Awards, Performance Shares, and Performance Units. Performance shares, performance units and cash incentive awards may also be granted to participants under the 2021 Plan. A performance share is a bookkeeping entry that records the equivalent of one share of our common stock, and a performance unit is a bookkeeping entry that records a unit equivalent to $1.00 or such other value as determined by the Committee. Each grant will specify the number or amount of performance shares or performance units, or the amount payable with respect to cash incentive awards, being awarded, which number or amount may be subject to adjustment to reflect changes in compensation or other factors. These awards, when granted under the 2021 Plan, become payable to participants upon of the achievement of specified management objectives and upon such terms and conditions as the Committee determines at the time of grant.

 

Each grant of performance shares, performance units or cash incentive awards will be evidenced by an award agreement which will specify the applicable terms and conditions of such award, including any vesting and forfeiture provisions. Each grant may specify with respect to the management objectives the minimum acceptable level(s) of achievement and may set forth a formula for determining the number of performance shares or performance units, or the amount payable with respect to cash incentive awards, that will be earned if performance is at or above the minimum or threshold level(s), or is at or above the target level(s) but falls short of maximum achievement. Each grant will specify the time and manner of payment of cash incentive awards, performance shares or performance units that have been earned, and any grant may further specify that any such amount may be paid or settled by us in cash, shares of our common stock, shares of restricted stock, RSUs, or any combination thereof. A grant of performance shares may, as determined by the Committee at the time of grant, provide for the payment of dividend equivalents either in cash or in additional shares of our common stock, but subject to deferral and payment

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on a contingent basis based on the participant’s earning of the performance shares with respect to which such dividend equivalents are paid.

 

The performance period with respect to a cash incentive award, performance share or performance unit will be a period of time determined by the Committee on the date of grant. The performance period may be subject to continued vesting or earlier lapse or modification, including in the event of the retirement, death, disability or termination of employment or service of a participant.

 

Other Awards. The Committee may grant such other awards (“Other Awards”) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, our common stock or factors that may influence the value of our common stock, including convertible or exchangeable debt securities, other rights convertible or exchangeable into our common stock, purchase rights for our common stock, awards with value and payment contingent upon performance of Kaiser or specified subsidiaries, affiliates or other business units or any other factors designated by the Committee, and awards valued by reference to the book value of our common stock or the value of securities of, or the performance of, the subsidiaries, affiliates or other business units of Kaiser. Each grant of Other Awards will be evidenced by an award agreement which will specify the applicable terms and conditions of such award, including any vesting and forfeiture provisions. Shares of our common stock delivered under an Other Award in the nature of a purchase right under the 2021 Plan will be purchased for such consideration, paid for at such time, by such methods and in such forms, including shares of our common stock, other awards, notes or other property, as the Committee determines.

 

In addition, the Committee may grant cash awards, as an element of or supplement to any other awards granted under the 2021 Plan. The Committee may also grant shares of our common stock as a bonus, or may grant Other Awards in lieu of our or any of our subsidiaries’ obligations to pay cash or deliver other property under the 2021 Plan or under other plans or compensatory arrangements, subject to terms determined by the Committee in a manner than complies with Section 409A of the Code.

 

Any grant of an Other Award may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death, disability or termination of employment or service of a participant.

 

It is expected that, consistent with historical practice under the 2016 Plan, non-employee directors will be permitted under the 2021 Plan to elect to receive shares of our common stock in lieu of any or all of the annual cash retainers paid to non-employee directors, including retainers for serving as a committee chair or Lead Independent Director. See note 2 to the table in “ - New Plan Benefits” below for additional information. The shares of our common stock received by our non-employee directors in lieu of annual cash retainers will not be subject to vesting requirements based on the passage of time or the achievement of performance objectives.

 

Change in Control

 

The 2021 Plan provides, in a default provision, for “double-trigger” acceleration with respect to the vesting of awards in connection with a change in control of Kaiser unless otherwise provided in an award agreement as further described in “ - Key Features of the 2021 Plan - Minimum Vesting Periods/Change in Control Treatment” above. Please note, however, that Kaiser’s current form award agreements provide for single-trigger change in control vesting, meaning the default Double-Trigger Change in Control treatment does not apply to any awards granted on such forms. In general, except as may be otherwise prescribed by the Committee in any award agreement, a “change in control of Kaiser” will be deemed to have occurred upon the occurrence of any of the following events:

 

 

 

 

The acquisition by any person or group of beneficial ownership of 35% or more the combined voting power of our then-outstanding securities entitled to vote generally in the election of directors, subject to certain exceptions as described in the 2021 Plan;

 

Individuals who constituted our board of directors on the effective date of the 2021 Plan cease for any reason to constitute at least a majority of our board of directors, unless their replacements are approved as described in the 2021 Plan;

 

Kaiser closes certain reorganizations, mergers, or consolidations, or certain sales or other dispositions of all of the assets of Kaiser or certain acquisitions of assets of another corporation or entity or certain other transactions, as further described in the 2021 Plan and subject to certain exceptions as described in the 2021 Plan; or

 

Kaiser’s stockholders approve its complete liquidation or dissolution, subject to certain exceptions as described in the 2021 Plan.

 


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Performance-Based Awards

 

The 2021 Plan permits Kaiser to grant any awards set forth above subject to the achievement of specified management objectives.

 

Management objectives are defined as the measurable performance objective or objectives established pursuant to the 2021 Plan for participants who have received grants of performance shares, performance units or cash incentive awards or, when so determined by the Committee, stock options, appreciation rights, restricted stock, restricted stock units, dividend equivalents or Other Awards. Management objectives may be described in terms of company-wide objectives or objectives that are related to the performance of the individual participant or of one or more of the subsidiaries, divisions, departments, regions, functions or other organizational units within Kaiser or its subsidiaries. The management objectives may be made relative to the performance of other companies or subsidiaries, or divisions, departments, regions, functions or other organizational units within such other companies or subsidiaries, and may be made relative to an index or one or more of the performance objectives themselves.

 

Transferability of Awards

 

Except as otherwise provided by the Committee, no award made under the 2021 Plan or dividend equivalents paid with respect to such awards may be transferred by a participant except (1) for no consideration to immediate family members (as defined in the 2021 Plan) or to a bona fide trust, partnership, or other entity controlled by and for the benefit of one or more immediate family members, or (2) by will or the laws of descent and distribution. In no event will any such award granted under the 2021 Plan be transferred for value. Except as otherwise determined by the Committee, stock options and appreciation rights will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the participant in a fiduciary capacity under state law or court supervision.

 

The Committee may specify at the date of grant that all or part of the shares of our common stock that are subject to awards under the 2021 Plan will be subject to further restrictions on transfer.

 

Adjustments; Corporate Transactions

 

With respect to awards granted under the 2021 Plan, the Committee will make or provide for such adjustments in the (1) number of shares of our common stock covered by outstanding stock options, appreciation rights, restricted stock, restricted stock units, performance shares and performance units, (2) if applicable, number of shares of our common stock covered by Other Awards, (3) exercise or base price provided in outstanding stock options and appreciation rights, (4) kind of shares covered thereby, (5) cash incentive awards, and (6) other award terms, as the Committee in its sole discretion in good faith determines to be equitably required in order to prevent dilution or enlargement of the rights of participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of Kaiser, (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.

 

In the event of any such transaction or event, or in the event of a change in control (provided that in the event of a change in control the awards shall be subject to the Double-Trigger Change in Control treatment described herein unless otherwise provided for in an award agreement), the Committee will provide in substitution for any or all outstanding awards under the 2021 Plan such alternative consideration (including cash), if any, as it may in good faith determine to be equitable under the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each stock option and appreciation right with an exercise or base price greater than the consideration offered in connection with any such transaction or event or change in control of Kaiser, the Committee may in its discretion elect to cancel such stock option or appreciation right without any payment to the person holding such stock option or appreciation right. Except as otherwise provided for in an award agreement, all outstanding awards granted under the 2021 Plan will vest upon a Double-Trigger Change in Control, as described in “ - ‘Double-Trigger’ Accelerated Vesting upon Change in Control.” The Committee will also make or provide for such adjustments to the number and kind of shares available for issuance under the 2021 Plan and the share limits of the 2021 Plan, as the Committee in its sole discretion in good faith determines to be appropriate in connection with such transaction or event. However, any adjustment to the number of shares of our common stock that may be issued upon the exercise of an Incentive Stock Option will be made only if and to the extent that such adjustment would not cause any stock option intended to qualify as an Incentive Stock Option to fail to so qualify.

 


24


 

 

Prohibition on Repricing

 

Except in connection with certain corporate transactions or changes in the capital structure of Kaiser as described in the 2021 Plan, the terms of outstanding awards may not be amended to (1) reduce the exercise price or base price of outstanding stock options or appreciation rights, or (2) cancel outstanding stock options or appreciation rights in exchange for cash, Other Awards, or stock options or appreciation rights with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original stock options or appreciation rights, as applicable, without stockholder approval. The 2021 Plan specifically provides that this provision is intended to prohibit the repricing of “underwater” stock options and appreciation rights and that it may not be amended without approval by our stockholders.

 

Detrimental Activity and Recapture

 

Any award agreement may reference a clawback policy of ours or provide for the cancellation or forfeiture and repayment to us of any award or gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if any participant, either during employment or other service with us or a subsidiary or within a specified period after such employment or service, engages in any detrimental activity. In addition, any award agreement may provide for cancellation or forfeiture of an award or the forfeiture and repayment of any award or shares issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules and regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the common stock may be traded.

 

Grants to Non-U.S. Based Participants

 

In order to facilitate the making of any grant or combination of grants under the 2021 Plan, the Committee may provide for such special terms for awards made to participants who are foreign nationals, who are employed by us or a subsidiary outside of the United States of America or who provide services to us or a subsidiary under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Committee may approve such supplements to, or amendments, restatements or alternative versions of, the 2021 Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes. However, no such special terms, supplements, amendments or restatements may include any provisions that are inconsistent with the terms of the 2021 Plan, as then in effect, unless the 2021 Plan could have been amended to eliminate such inconsistency without further approval by our stockholders.

 

Withholding Taxes

 

To the extent we are required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a participant or other person under the 2021 Plan, and the amounts available to us for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to us for payment of the balance of such taxes or other amounts required to be withheld, which arrangements, in the discretion of the Committee, may include relinquishment of a portion of such benefit. If a participant’s benefit is to be received in the form of shares of our common stock, and such participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, we will withhold shares of our common stock having a value equal to the amount required to be withheld. When a participant is required to pay us an amount required to be withheld under applicable income and employment tax laws, Committee may require the participant to satisfy the obligation, in whole or in part, by having withheld, from the shares delivered or required to be delivered to the participant, shares of our common stock having a value equal to the amount required to be withheld or by delivering to us other shares of our common stock held by such participant. In no event will the market value of the shares of our common stock to be withheld or delivered to us in order to satisfy applicable withholding taxes exceed the minimum amount of taxes required to be withheld, except as otherwise determined by the Committee and provided in the 2021 Plan. The shares used for tax withholding will be valued at an amount equal to the market value of our common stock on the date the benefit is to be included in participant’s income. We may also require participants to make arrangements for the payment of any withholding tax obligations that may arise in connection with the disposition of shares of our common stock acquired upon the exercise of stock options.

 

No Right to Continued Employment

 

The 2021 Plan does not confer upon any participant any right with respect to continuance of employment or service with Kaiser or any of its subsidiaries, nor will the 2021 Plan interfere with any right that we or any of our subsidiaries would otherwise have to terminate any participant’s employment or other service at any time.

 

25


 

 

Effective Date

 

The 2021 Plan will become effective on the date it is approved by Kaiser’s stockholders. No grants will be made under the 2016 Plan on or after the date on which our stockholders approve the 2021 Plan, but outstanding awards granted under the 2016 Plan will continue unaffected following such date.

 

Amendment and Termination

 

The Board generally may amend the 2021 Plan from time to time in whole or in part. However, if any amendment, for purposes of the applicable stock exchange rules (and except as permitted under the adjustment provisions of the 2021 Plan) (1) would materially increase the benefits accruing to participants under the 2021 Plan, (2) would materially increase the number of shares or securities which may be issued under the 2021 Plan, (3) would materially modify the requirements for participation in the 2021 Plan, or (4) must otherwise be approved by our stockholders in order to comply with applicable law or the rules of the Nasdaq Stock Market, then such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained.

 

Further, subject to the 2021 Plan’s prohibition on repricing, the Committee generally may amend the terms of any award prospectively or retroactively. Except in the case of certain adjustments permitted under the 2021 Plan, no such amendment may be taken that would impair the rights of any participant without his or her consent. If permitted by Section 409A of the Code and subject to certain other limitations set forth in the 2021 Plan (and notwithstanding the 2021 Plan’s minimum vesting requirements), including in the case of termination of employment or service, in the case of unforeseeable emergency or other circumstances, the Committee may accelerate the vesting of certain awards granted under the 2021 Plan.

 

Our board of directors may, in its discretion, terminate the 2021 Plan at any time. Termination of the 2021 Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination. No grant will be made under the 2021 Plan more than 10 years after the effective date of the 2021 Plan, but all grants made on or prior to such date shall continue in effect thereafter subject to the terms of the 2021 Plan.

 

New Plan Benefits

 

The Committee generally expects to grant restricted stock units under the 2021 Plan to our non-employee directors immediately following the Annual Meeting, provided that the stockholders approve the 2021 Plan. The Committee generally does not expect to grant equity awards under the 2021 Plan to any employees (including our executive officers) immediately following the Annual Meeting. However, the grants expected to be made to our non-employee directors immediately following the Annual Meeting are not approved, and may not actually be made, and the Committee may grant equity awards to our employees according to the Committee’s discretion.

 

The following table provides information about the grants that are expected to occur immediately following the Annual Meeting:

 

Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan

 

 

 

 

 

 

 

Name and Principal Position

 

Dollar Value ($)

 

Number of Shares

Keith A. Harvey

 

-

 

-

President and CEO

 

 

 

 

John M. Donnan

 

-

 

-

Chief Administrative Officer and General Counsel

 

 

 

 

Neal E. West

 

-

 

-

Executive Vice President and Chief Financial Officer

 

 

 

 

Jason Walsh

 

-

 

-

Senior Vice President – Manufacturing

 

 

 

 

Blain Tiffany

 

-

 

-

Senior Vice President – Sales and Marketing

 

 

 

 

Executive officers, as a group (1)

 

-

 

-

Non-employee directors, as a group (2)

 

$1,250,000

 

-

All employees (other than executive officers), as a group (3)

 

-

 

-

_________________

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(1)

None of our executive officers are expected to receive an award under the 2021 Plan immediately following the Annual Meeting.

 

(2)

Immediately following the Annual Meeting, pursuant to our director compensation policy, each of our 10 non-employee directors is expected to receive a grant of restricted stock units having a value equal to $125,000. The number of shares subject to such grants will be determined based on a per share price equal to the average of the closing prices per share of our common stock as reported on the Nasdaq Stock Market for the 20 trading days prior to the date of such grants. It is also expected that, under the 2021 Plan, each of our non-employee directors will be permitted to elect to receive shares of common stock in lieu of any or all of his or her annual cash retainer to be awarded immediately following the Annual Meeting, including retainers for serving as Lead Independent Director or a committee chair, with the number of shares to be determined based on a per share price equal to the average of the closing prices per share of our common stock as reported on the Nasdaq Stock Market for the 20 trading days prior to the award date of the annual retainers. As of the date of this Proxy Statement, it is not possible to determine the number of shares of our common stock that will be issued or transferred to non-employee directors as a result of elections to receive shares of our common stock in lieu of annual retainers because such elections have not yet been made.

 

(3)

None of our employees, including our officers who are not executive officers, are expected to receive an award under the 2021 Plan immediately following the Annual Meeting.

 

Other than with respect to the grants set forth in the table above, it is not possible to determine the specific amounts and types of awards that may be awarded in the future under the 2021 Plan because the grant and actual payout of awards under the 2021 Plan are subject to the discretion of the Committee.

 

United States Federal Income Tax Consequences

 

The following is a brief summary of some of the federal income tax consequences of certain transactions under the 2021 Plan based on federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for 2021 Plan participants, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

 

Tax Consequences to Participants

 

Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the recipient for such restricted stock) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient may instead elect under Section 83(b) of the Code within 30 days of the date of transfer of the shares to have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of the restricted stock. If a Section 83(b) election has not been made, any dividend received with respect to the restricted stock that is subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

 

Performance Shares, Performance Units and Cash Incentive Awards. No income generally will be recognized upon the grant of performance shares, performance units or cash incentive awards. Upon payment in respect of the earn-out of performance shares, performance units or cash incentive awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted shares of our common stock received.

 

Nonqualified Stock Options. In general:

 

 

 

 

no income will be recognized by a participant at the time a non-qualified stock option is granted;

 

at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the participant in an amount equal to the difference between the exercise price paid for the shares of our common stock and the fair market value of the shares of our common stock, if unrestricted, on the date of exercise; and

 

at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares of our common stock after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

 

Incentive Stock Options. No income generally will be recognized by a participant upon the grant or exercise of an Incentive Stock Option. If shares of our common stock are issued to the participant pursuant to the exercise of an Incentive Stock Option, and if no disqualifying disposition of such shares is made by such participant within two years after the date of grant or within

27


 

one year after the transfer of such shares of our common stock to the participant, then upon sale of such shares of our common stock, any amount realized in excess of the option price will be taxed to the participant as a long-term capital gain and any loss sustained will be a long-term capital loss.

 

If shares of our common stock acquired upon the exercise of an Incentive Stock Option are disposed of prior to the expiration of either holding period described above, the participant generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares of our common stock at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares of our common stock. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

 

Appreciation Rights. No income will be recognized by a participant in connection with the grant of an appreciation right. When the appreciation right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of our common stock received.

 

Restricted Stock Units. No income generally will be recognized by a participant upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of our common stock on the date that such shares are issued or transferred to the participant under the award (reduced by any amount paid by the participant for such restricted stock units), and the capital gains/loss holding period for such shares will also commence on such date.

 

Tax Consequences to Kaiser or its Subsidiaries

 

To the extent that a participant recognizes ordinary income in the circumstances described above, Kaiser or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

 

Vote Required

 

Stockholder approval of the 2021 Plan requires a favorable vote of a majority of the Shares present (in person or by proxy), entitled to vote on the subject matter and actually voted on the proposal at the 2021 Annual Meeting. If our stockholders do not approve the 2021 Plan, the 2021 Plan will have no effect. In such case, the 2016 Plan will remain in effect.

 

Registration with the Securities and Exchange Commission

 

We intend to file a Registration Statement on Form S-8 relating to the issuance of shares of our common stock under the 2021 Plan with the Securities and Exchange Commission pursuant to the Securities Act, as soon as practicable after approval of the 2021 Plan by our stockholders.

 

The board of directors recommends a vote "FOR" the approval of the 2021 Plan.

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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 ESG committee, and a copy of each of our corporate governance guidelines and our code of business conduct and ethics, which applies to all of our directors 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

Highly independent - 83% of the directors are independent; 100% of the audit committee, compensation committee and nominating and corporate governance committee are independent

Diverse in perspective and background - 25% of our directors are gender diverse and 17% of our directors are ethnically diverse

Separate CEO and Chairman roles

Strong lead independent director

Board Practices and Policies

Robust annual board and committee assessments with external and/or internal resources

Majority vote standard in uncontested director elections

Executive session of independent directors without management present at every board and committee meeting

Commitment to board refreshment - five new highly qualified individuals (four independent) have joined the board since 2018

Directors are prohibited from serving on more than three other boards of public companies or public investment funds without board approval

Strong equity ownership and retention requirements for directors

Stockholder Engagement

Regular engagement by management with stockholders to discuss our performance, governance structure, compensation practices and other ESG initiatives, as well as other matters

 

Board Leadership Structure

In July 2020, in connection with Mr. Harvey’s succession as CEO, we separated the roles of CEO and Chairman of the Board of our company.  Mr. Hockema, our former CEO, serves as Executive Chairman of the Board, and Dr. Osborne serves as our Lead Independent Director. We believe that Mr. Hockema's substantial 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, Mr. Harvey, our Lead Independent Director and the other directors make our board leadership structure the most appropriate for our company and our stockholders.

Our corporate governance guidelines and governance structure require a Lead Independent Director to be selected by a majority of the independent directors when the chairman of the board is not independent, 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 evaluate the performance of Mr. Harvey 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;

29


 

 

 

serving as a liaison between our independent directors and Executive Chairman of the Board;

 

presiding at meetings of our independent directors;

 

soliciting advice and input from our independent board members; and

 

routinely meeting and conferring with our CEO and Executive Chairman of the Board 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, ESG (formerly talent development) and nominating and corporate governance committees consists solely of independent directors. The chair of each committee serves as a liaison to keep our full board of directors and our CEO apprised of the work performed by their respective committees at each of our regularly scheduled board meetings and as otherwise required.  Finally, under our bylaws, special meetings of our board of directors may be called by a majority of our board members, 10 of 12 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 topics that are not on the agenda at any meeting of our board of directors.  In addition, 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 all of our 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.  The compensation committee of our board of directors is responsible for assessing risks associated with our compensation policies and incentivizing the conduct of our business in a manner consistent with our corporate values and implementing our clawback policies. The ESG committee of our board of directors is responsible for overseeing our ESG risks, including overseeing our overall approach to ESG principles and related disclosures, reviewing and evaluating the succession planning of our executive officers (other than the CEO), and reviewing the diversity of our management and workforce and our approach to diversity, equity and inclusion.    

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, including by way of example, the COVID-19 pandemic, our COVID-19 contingency planning and health and safety measures implemented to protect our employees. We also 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.

Information Security

We employ information systems to support our business.  As is the case for other manufacturing companies of comparable size and scope, we, from time to time, experience attempted cyber-attacks on our information system.  We also face risks associated with other potential significant failures or disruptions of our information technology networks. We utilize a risk-based, multi-layered information security approach following the National Institute of Standards and Technology Cybersecurity Framework and have adopted and implemented an approach to identify and mitigate information security risks that we believe is commercially reasonable for manufacturing companies of our size and scope, including many of the best practices of the National Institute of Standards and Technology Cybersecurity Framework.  

Our information security performance and recent cybersecurity industry trends are reviewed by management, including our Chief Information Officer (“CIO”) at least monthly and are reported to and reviewed by each of the audit committee and the full board of directors throughout the year.  Our entire board of directors is responsible for overseeing management’s risk assessment and risk management processes designed to monitor and control information security risks.

We regularly engage independent third parties to test our information security processes and systems as part of our overall enterprise risk management. We also conduct annual information security training to ensure employees are aware of

30


 

information security risks and to enable them to take steps to mitigate those risks. As part of this program, we also take reasonable steps to ensure our executive management and employees, including any employee who may come into possession of confidential financial information, receive appropriate information security awareness training.

To date, no attempted cyber attack or other attempted intrusion on our information technology networks has resulted in a material adverse impact on our operations or financial results, or in any penalties or settlements. In the event an attack or other intrusion were to be successful, we have a response team of internal and external resources engaged and prepared to respond.  We also have cyber risk insurance policy designed to help us mitigate risk exposure by offsetting costs involved with recovery and remediation in the event of a successful attack or other intrusion.

 

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 our directors concerning their backgrounds, employment and affiliations, including family relationships, our board of directors has determined that each of Mmes. Liggett, Martin and Sebastian and Messrs. Foster, Gerard, Hassey, Osborne, Stebbins, Van Leeuwen and Wilcox, representing 10 of our 12 directors, satisfies the general independence criteria. The two remaining directors, Messrs. Harvey and Hockema, cannot meet the independence requirement as our CEO and former CEO, respectively. 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.

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 board candidates for nomination. 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 December 2019, the Director Designation Agreement which was set to expire on December 31, 2020 was extended to December 31, 2025. Under the Director Designation Agreement, the USW generally has the right to designate for nomination 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.  Notwithstanding the foregoing, the USW may not nominate an incumbent candidate without our approval.

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In addition, 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 of directors). Current members of our board of directors that have been nominated by the USW are Messrs. Foster, Gerard and Wilcox and Ms. Sebastian.  

 

Board Committees

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

The following table sets forth the current chair and members of each committee of our board of directors, the number of meetings each committee held during 2020, and the number of times each committee acted by unanimous written consent.

 

Committee

 

Members

 

Number of Meetings

Held in 2020

 

  Executive Committee (1)(2)(3)

 

Jack A. Hockema (Chair)

 

 

2

 

 

 

Keith A. Harvey

 

 

 

 

 

 

Lauralee E. Martin

 

 

 

 

 

 

Alfred E. Osborne, Jr.

 

 

 

 

 

 

Donald J. Stebbins

 

 

 

 

 

 

Brett E. Wilcox

 

 

 

 

  Audit Committee (4)

 

Lauralee E. Martin (Chair)

 

 

6

 

 

 

Emily Liggett

 

 

 

 

 

 

Teresa M. Sebastian

 

 

 

 

 

 

Thomas M. Van Leeuwen

 

 

 

 

 

 

Brett E. Wilcox

 

 

 

 

  Compensation

 

Donald J. Stebbins (Chair)

 

 

5

 

  Committee (2)(3)

 

L. Patrick Hassey

 

 

 

 

 

 

Lauralee E. Martin

 

 

 

 

 

 

Thomas M. Van Leeuwen

 

 

 

 

 

 

Brett E. Wilcox

 

 

 

 

  ESG Committee

 

Brett E. Wilcox (Chair)

 

 

2

 

 

 

David Foster

 

 

 

 

 

 

Leo Gerard

 

 

 

 

 

 

L. Patrick Hassey

 

 

 

 

 

 

Emily Liggett

 

 

 

 

 

 

Lauralee E. Martin

 

 

 

 

  Nominating and

 

Alfred E. Osborne, Jr. (Chair)

 

 

6

 

  Corporate Governance

 

David Foster

 

 

 

 

  Committee

 

Teresa M. Sebastian

 

 

 

 

 

 

Donald J. Stebbins

 

 

 

 

 

 

Thomas M. Van Leeuwen

 

 

 

 

___________________

(1)

Mr. Harvey joined the Executive Committee in July 2020 in connection with his appointment as CEO.

(2)

Mr. Stebbins was appointed as Chair of the Compensation Committee and a member of the Executive Committee in June 2020.

(3)

Mr. Van Leeuwen served as Chair of the Compensation Committee and a member of the Executive Committee until June 2020.

(4)

Dr. Osborne served as a member of the Audit Committee until June 2020.

 

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

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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.  The executive committee of our board of directors is comprised of our CEO, executive chairman of the board of directors, lead independent director and the chair of each of the other outstanding committees of our board of directors.

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 members may have participated in the preparation of our financial statements during the three years prior to their 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 SEC. 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 five members of the audit committee (1) meet the general independence criteria, the heightened independence criteria for members of the audit committee set forth in the rules of the Nasdaq Stock Market and 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 has 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 Mmes. Liggett, Martin and Sebastian 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) and our 2021 Plan, once approved by our stockholders;

 

overseeing regulatory compliance with respect to compensation matters;

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reviewing director compensation; and

 

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, and has assessed, Meridian's independence.  Based on this review, the compensation committee has determined there are no conflicts of interest that have been raised by Meridian's work.

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 and legal departments.

The compensation committee charter requires that all members of the compensation committee satisfy the general independence criteria and the heightened independence criteria for members of the compensation committee set forth in the rules of the Nasdaq Stock Market, as well as qualify as "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Exchange Act.  Our board of directors has determined that all five members of the compensation committee meet the applicable independence criteria.

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, Stebbins, Van Leeuwen or Wilcox, the members of the compensation committee during 2020, (1) was an officer or employee of our company during 2020, (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 currently serves, or served during the last fiscal year, 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.

ESG Committee

The ESG committee (formerly known as the talent development committee) of our board of directors coordinates the environmental, social and governance efforts among all the board committees and assists the board of directors in discharging its responsibilities relating to management succession planning and oversight of leadership and talent development. We consider leadership a priority throughout the company and recognize that, over the long term, our commitment to the sustainability of our business and creation of long-term value for our stakeholders provide competitive advantages.

The ESG 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 ESG 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. In April 2021, although ESG has been an integral part of our Board’s overall risk management oversight previously, our Board expanded the scope of duties and responsibilities of the former talent development committee to provide more focused oversight of the company’s strategic ESG activities and initiatives, consistent with our corporate values, while continuing to provide oversight to our executive succession planning, human capital development, the diversity of our management and workforce and our diversity, equity and inclusion initiatives.  The expanded duties and responsibilities include (1) the review, on a periodic basis, of our corporate values and key initiatives supporting such corporate values, (2) the coordination with the nominating and corporate governance committee on governance matters impacting our ESG principles and (3) the oversight of the preparation and publication of our annual sustainability reports.  

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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 the members of the board of directors:

 

exhibit strong leadership in their particular fields or areas of expertise;

 

possess the ability to exercise sound business judgment;

 

have strong educational backgrounds or equivalent life experiences;

 

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