
August 12, 2026
Dear Fred:
On behalf of the Board of Directors (the “Board”) of Kaiser Aluminum Corporation (the “Company”), we are delighted to extend to you an offer of employment as Chief Executive Officer (“CEO”) and President of the Company, reporting directly to the Board. The following outlines the general terms of the Company’s offer:
Effective Date: You are expected to commence employment as CEO and President on November 1, 2026 (the date your employment actually begins, the “Effective Date”).
Board Membership: As of the Effective Date, you will be appointed as a Class III director with a term expiring at the Company’s 2027 annual meeting of stockholders. You will not receive additional compensation for your service as a member of the Board. While you remain CEO and President, the Company will continue to recommend that you be elected as a member of the Board at future annual meetings of stockholders. You will resign from the Board upon termination of employment if requested by the Board.
Base Salary: Your initial annual base salary will be $1,150,000. Your base salary will be paid in accordance with the Company’s normal payroll practices, and, beginning in 2028, will be subject to annual review and possible increase in the ordinary course of business in connection with the Company’s annual compensation review process.
Short-Term Incentive: During each fiscal year in which you are employed by the Company, you will be eligible to participate in the Company’s short-term cash incentive compensation program as in effect from time to time (“STI”). Your initial STI target award will be $1,440,000. Your STI award for fiscal 2026 will be prorated based on the period from August 17, 2026 through December 31, 2026. Any STI award will generally be earned based on the achievement of performance objectives determined by the Board or an appropriate committee thereof and will be subject to the terms of the applicable STI program.
Long-Term Incentive: On the Effective Date, you will receive a grant of restricted stock units (“RSUs”) with a target grant date value of $3,767,000, subject to approval by the Board or an appropriate committee thereof, which will generally vest on March 5, 2029, subject to your continued employment through the vesting date. This RSU award, which will represent your long-term incentive (“LTI”) compensation for 2026, will be subject to the terms of the applicable award agreement and the Kaiser Aluminum Corporation 2021 Equity and Incentive Compensation Plan, as amended or amended and restated from time to time or its successor (the “Plan”).
For fiscal 2027, you will be eligible to receive an LTI award with an aggregate target grant date value of $4,430,000, subject to approval by the Board or an appropriate committee thereof. Any LTI award granted to you will be otherwise subject to the terms and conditions of the applicable award agreements and the Plan. LTI grants are currently in the form of (a) RSUs (approximately 50% of total LTI award) that generally cliff vest on the third anniversary of the grant date and (b) performance shares (approximately 50% of total LTI award at the target performance level) that vest based on the Company’s performance against certain metrics over three-year performance periods. The Company reserves the right to change the terms of its LTI program at any time.