KAISER ALUMINUM CORPORATION Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
2022 Base Salary
On
Name and Position Base SalaryKeith A. Harvey $935,000
President and Chief Executive Officer
John M. Donnan $495,000 Executive Vice President, Chief Administrative Officer and General CounselNeal E. West $490,000 Executive Vice President and Chief Financial OfficerJason Walsh $450,000
Senior Vice President - Manufacturing
Blain Tiffany $400,000
Senior Vice President - Sales and Marketing
2022 Incentive Compensation
On
2022 STI Plan
The 2022 STI Plan is designed to reward participants for achieving certain adjusted EBITDA performance goals determined based on the return on the Company's adjusted net assets based on adjusted pre-tax operating income. Similar to the short-term incentive plan approved by the Compensation Committee in 2021, the 2022 STI Plan includes modifiers for safety (+/-10%), quality (+/-10%), delivery (+/-10%) and cost (+/-10%) performance, and permits, subject to the maximum payout opportunity described below, positive and negative adjustments to individual awards based on individual, facility, and/or functional area performance, as well as performance against other strategic initiatives, which, with respect to the Company's executive officers, also requires approval by the Company's Compensation Committee.
The 2022 STI Plan provides for (i) a threshold performance level below which no payout is made, a target performance level at which the target award is available and a performance level at or above which the maximum payout is available, and (ii) minimum and maximum payout opportunities ranging from zero for less than a 6% -------------------------------------------------------------------------------- return on the Company's adjusted net assets up to three times the target payout amount (except for certain executive officers, including the Named Executive Officers, as previously described) for a 30% or more return on the Company's adjusted net assets. Each year higher adjusted net assets and depreciation and amortization costs raise the adjusted EBITDA levels required to achieve threshold, target and maximum payouts. The table below sets forth the estimated future payouts that can be earned by each of the following Named Executive Officers, under the 2022 STI Plan below the threshold performance level and at the threshold, target and maximum performance levels.
Name Below Threshold Threshold Target Maximum Keith A. Harvey -$472,500 $945,000 $2,362,500 John M. Donnan -$177,500 $355,000 $887,500 Neal E. West -$175,000 $350,000 $875,000 Jason Walsh -$120,000 $240,000 $600,000 Blain Tiffany -$91,500 $183,000 $457,500
The preceding description of the 2022 STI Plan is qualified in its entirety by
the
2022-2024 LTI Plan
The 2022-2024 LTI Plan is designed to reward participants with (i) a fixed
number of time-vested restricted stock units representing 45% of the target
monetary value of the 2022-2024 LTI Plan grants (40% for certain executive
officers, including the Named Executive Officers other than
The restricted stock units issued to the 2022-2024 LTI Plan participants,
including the Named Executive Officers, subject to certain limited exceptions,
vest on
OnMarch 5, 2022 , the Compensation Committee approved the following grants of restricted stock units and performance shares, effective as ofMarch 5, 2022 , to the following Named Executive Officers pursuant to the terms of the 2022-2024 LTI Plan: Name Number of Restricted Stock Number of Target Performance Units (1) Shares (2) Keith A. Harvey 9,964 23,250 John M. Donnan 3,453 5,180 Neal E. West 3,453 5,180 Jason Walsh 1,564 2,346 Blain Tiffany 1,462 2,194 _______
(1) The restrictions on 100% of the restricted stock units granted will lapse on
March 5, 2025 or earlier if the Named Executive Officer's employment terminates as a result of death or disability or in the event of a change in control of the Company. If the Named Executive Officer's employment is terminated by the Company without cause or the Named Executive Officer's employment is voluntarily terminated by the Named Executive Officer for good reason, in either case beforeMarch 5, 2025 , the restricted stock units granted will remain outstanding and vest onMarch 5, 2025 (or earlier in the event of a change of control or the Named Executive Officer's death or disability). If the Named Executive Officer's employment is terminated by the Named Executive Officer
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on or after retirement at age 65 or older, the restricted stock units granted
will remain outstanding and the restrictions on a pro-rated portion of such
units, determined based on the number of days the Named Executive Officer was
employed by the Company during the restriction period, will lapse on March 5,
2025 .
(2) The tables below set forth the number of performance shares that will become
vested for each of the following Named Executive Officers under the 2022-2024
LTI Plan below the threshold performance levels and at the threshold, target
and maximum performance levels based on the Company's performance objectives
described above:
Name Below Threshold Threshold Target Maximum
Keith A. Harvey - 11,625 23,250 46,500
John M. Donnan - 2,590 5,180 10,360
Neal E. West - 2,590 5,180 10,360
Jason Walsh - 1,173 2,346 4,692
Blain Tiffany - 1,097 2,194 4,388
________
The number of performance shares, if any, that are earned will be determined
based on the Company performance and will vest on the later to occur of
The grants of restricted stock units and performance shares were made pursuant
to the Company's 2021 Equity and Incentive Compensation Plan (the "Equity
Plan"). A copy of the Equity Plan is filed as Exhibit 10.1 to the Current Report
on Form 8-K, filed by the Company on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 2022 Short-Term incentive Plan. 10.2 2022-2024 Long-Term Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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