DEF 14A of Kaiser Aluminum Corp, Apr 26, 2024

DEF 14A of Kaiser Aluminum Corp

Filed Apr 26, 2024 · FY20230000950170-24-049151

Open on EDGAR

  1. Proposal 1 - Election of Directors

    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 qualifications may be found beginning on page 5.

  2. Proposal 1 - Election of Directors

    | Name | Age | Director Since | Primary Occupation | Independent | Committee Membership | | | Michael C. Arnold | 67 | September 2021 | Retired President and Chief Executive Officer, Ryerson Inc. |  |  | Executive | | | | | | |  | Nominating and Corporate Governance (Chair) | | | | | | |  | Lead Independent Director | | David A. Foster | 76 | June 2009 | Distinguished Associate of Energy Futures Initiative |  |  | Nominating and Corporate Governance | | | | | | |  | Sustainability | | Richard P. Grimley | 65 | April 2023 | Former Senior Vice President of Global Operations, Ball Corporation |  |  | Compensation | | | | | | |  | Sustainability |

  3. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors We have a diverse and highly independent board of directors. Our board of directors currently has 11 members, consisting of our CEO, our former CEO and nine independent directors. Our current directors are:

  4. Proposal 1 - Election of Directors

    | Michael C. Arnold (Lead Independent Director) | Alfred E. Osborne, Jr., Ph.D.* | | David A. Foster | Teresa M. Sebastian | | Richard P. Grimley | Donald J. Stebbins | | Keith A. Harvey | Brett E. Wilcox | | Jack A. Hockema (Executive Chairman of the Board) | Kevin W. Williams | | Lauralee E. Martin | |

  5. Proposal 1 - Election of Directors

    * Dr. Osborne will retire following the Annual Meeting and our board currently expects to reduce the size of the board from 11 to 10 members at that time. 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 directors have a broad range of tenures, from one year to over 20 years of service, with an average tenure of approximately 10 years. We believe this diversity balances institutional knowledge and experience with new perspectives and ideas. The table below sets forth the knowledge, skills or board experience, demographics and board tenure of our directors as of April 26, 2024:

  6. Proposal 1 - Election of Directors

    | KNOWLEDGE, SKILLS OR BOARD EXPERIENCE | Arnold | Foster | Grimley | Harvey | Hockema | Martin | Osborne | Sebastian | Stebbins | Wilcox | Williams | | Other Public Company Board Experience | • | • | | | • | • | • | • | • | • | | | Public Company CEO Experience or Equivalent | • | | | • | • | • | | | • | • | • | | Industrial Specific / Operations Experience | • | | • | • | • | | • | • | • | • | • | | Mergers and Acquisitions | • | • | • | • | • | • | • | • | • | • | • | | International | • | • | • | | • | • | | • | • | • | • | | Governance | • | • | | • | • | • | • | • | • | • | | | Legal / Regulatory | | | | | | | | • | | • | | | Financial / Accounting | • | | • | • | • | • | • | • | • | • | • | | Public Policy / Academia | | • | | | | | • | • | | • | | | Climate-related Risks | • | • | | | | • | | | | • | | | Cybersecurity Risks | • | | | | | | | | | | | | DEMOGRAPHIC BACKGROUND | | | | | | | | | | | | | African American or Black | | | | | | | • | • | | | • | | White | • | • | • | • | • | • | | | • | • | | | GENDER IDENTITY | | | | | | | | | | | | | Male | • | • | • | • | • | | • | | • | • | • | | Female | | | | | | • | | • | | | | | BOARD TENURE | | | | | | | | | | | | | Years | 2 | 15 | 1 | 3 | 22 | 13 | 17 | 4 | 4 | 17 | 2 |

  7. Proposal 1 - Election of Directors

    To see the demographics of our board of directors as of April 28, 2023, please refer to our proxy statement for our 2023 annual meeting of stockholders, filed with the SEC on April 28, 2023. 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 2025 annual meeting of stockholders; and the term of our Class II directors will expire at the 2026 annual meeting of stockholders.

  8. Board Refreshment and Director Succession Planning

    Board Refreshment and Director Succession Planning We are committed to board refreshment. Currently, approximately 55% of our directors have a tenure of less than five years. The table below illustrates the tenure of our directors:

  9. Board Refreshment and Director Succession Planning

    | Board Tenure | Number of Directors | Percentage | | 0-5 Years | 6 | 55% | | 6-10 Years | 0 | 0% | | 11+ Years | 5 | 45% |

  10. Board Refreshment and Director Succession Planning

    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 in connection with its nomination rights pursuant to the terms of our Director Designation Agreement (described under "Corporate Governance - Director Designation Agreement); • 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 the executive chair, independent lead director and each of the chairs of our board's five committees, providing for the identification of potential successors, their development and the transition of responsibilities. As a result of the management and execution of our board’s succession plans, a leadership transition of our board’s nominating and corporate governance committee and a transition of our Lead Independent Director position occurred in 2023.

  11. Board Composition and Diversity

    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.

  12. Board Composition and Diversity

    | Gender Diversity | Ethnic Diversity | Independence | | 18% | 27% | 82% |

  13. Nominees for Class III Directors

    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 experience, 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 and 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.

  14. Nominees for Class III Directors

    | MICHAEL C. ARNOLD | | | | Director since: September 2021 | | | Committee: Compensation and Nominating and Corporate Governance (Chair) | | | Age: 67 | | | Other Current Public or Registered Investment Company Board Membership: | | | – AGCO Corporation (2013 - Present) | | DESCRIPTION OF BUSINESS EXPERIENCE: | | | Mr. Arnold is retired President and Chief Executive Officer of Ryerson Inc., a processor and distributor of industrial metals, and has previously held various senior management positions with The Timken Company from 1979 to 2010, including Executive Vice President; President, Bearings and Power Transmission Group; President, Industrial Group; Vice President, Bearings and Business Process Advancement; Director, Bearings and Business Process Advancement; and Director, Manufacturing and Technology, Europe, Africa and West Asia (Europe). Mr. Arnold holds a Bachelor’s degree in mechanical engineering and a Master’s degree in sales and marketing from University of Akron. | | | QUALIFICATIONS: | | | Mr. Arnold was identified and selected by the nominating and corporate governance committee prior to his election by the Board in 2021. The board of directors nominated Mr. Arnold to our board because of his extensive manufacturing and distribution expertise in metals industries and public company board and board leadership experience, as well as his mergers and acquisition and supply chain experience in metals industries. | |

  15. Nominees for Class III Directors

    | DAVID A. FOSTER | | | | Director since: June 2009 | | | Committees: Nominating and Corporate Governance and Sustainability | | | Age: 76 | | | Other Board Membership: | | | – 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 multi-year research project focused on energy technology and economic development. | |

  16. Nominees for Class III Directors

    | 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; 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 and regulatory initiatives on US based manufacturers and sustainability; and experience with the Energy Future Initiatives and projects focused on energy technology. 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, 2018, 2021 annual meetings of stockholders and again in 2024 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. |

  17. Nominees for Class III Directors

    | RICHARD P. GRIMLEY | | | | Director since: April 2023 | | | Committees: Compensation and Sustainability | | | Age: 65 | | DESCRIPTION OF BUSINESS EXPERIENCE: | | | Mr. Grimley has served as a consultant since June 2021 and previously served as Senior Vice President of Global Operations of Ball Corporation from July 2016 to June 2021. Prior to joining Ball Corporation, Mr. Grimley held various senior management positions with Rexam and its subsidiaries, including Global Director of Operations of Rexam Group, President and Chief Executive Officer of North America of Rexam, Chief Operating Officer of North and South Americas of Rexam Beverage Cans, and Vice President of Manufacturing of Rexam. Mr. Grimley holds a Bachelor’s degree in business administration from the University of Iowa and a Master’s degree in business administration from Benedictine University. | | | QUALIFICATIONS: | | | The Board appointed Mr. Grimley as a director because of his extensive experience in the aluminum packaging industry and manufacturing operations. Mr. Grimley was designated by the USW as a director candidate pursuant to the terms of our Director Designation Agreement in 2023 and again in 2024 in connection with the Annual Meeting. | |

  18. Continuing Directors

    Continuing Directors Set forth below is information about our continuing directors, as well as Dr. Osborne, 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 2025 Annual Meeting

  19. Continuing Directors

    | KEITH A. HARVEY | | | | President and Chief Executive Officer | | | Director since: 2020 | | | Committee: Executive | | | Age: 64 | | 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 aluminum industry allows him to provide his perspective to our board of directors regarding our business, our industry and the strategic direction for our company based on his years of experience with our company in increasing leadership roles and in the aluminum industry. | |

  20. Continuing Directors

    | ALFRED E. OSBORNE, JR. | | | | Lead Independent Director | | | Director since: July 2006 | | | Committees: Executive and Nominating and Corporate Governance | | | Age: 79 | | Other Current Public or Registered Investment Company Board Membership: | | | – Wedbush Capital (1998 - Present) | | | DESCRIPTION OF BUSINESS EXPERIENCE: | | | Dr. Osborne has served as Professor Emeritus of the UCLA Anderson School of Management since July 2022 and previously served as Senior Associate Dean for external affairs at the UCLA Anderson School of Management from July 2003 to June 2018 and again from July 2019 to June 2022, Interim Dean from July 2018 to June 2019 and Professor of Global Economics and Management from July 2008 to June 2022. Dr. Osborne also previously served as Director of the Harold and Pauline Price Center for Entrepreneurial Studies at the UCLA Anderson School of Management. | |

  21. Continuing Directors

    | QUALIFICATIONS: | | | While Dr. Osborne is retiring after the Annual meeting after more than 17 years on our board of directors, 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. | | | TERESA M. SEBASTIAN | | | | Director Since: June 2019 | | | Committees: Audit, Nominating and Corporate Governance and Sustainability | | | Age: 66 | | | Other Current Public or Registered Investment Company Board Membership: | | | – The AES Corporation (January 2021 – Present) | | DESCRIPTION OF BUSINESS EXPERIENCE: | | | Ms. Sebastian has been the President and Chief Executive Officer of The Dominion Asset Group, an angel investment and consulting 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. Ms. Sebastian is NACD Directorship Certified®. | | | 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 2022 annual meeting of stockholders. | |

  22. Continuing Directors

    | DONALD J. STEBBINS | | | | Director Since: June 2019 | | | Committees: Compensation (Chair), Executive, and Nominating and Corporate Governance | | | Age: 66 | | | Other Current Public or Registered Investment Company Board Membership: | | | – Snap-on Tools (2015 - Present) | | DESCRIPTION OF BUSINESS EXPERIENCE: | | | Mr. Stebbins served as President and Chief Executive Officer, and also as a director, of Superior Industries International, Inc. ("Superior"), a manufacturer of aluminum wheels for the automotive industry, from May 2014 to December 2018. For two years prior to joining Superior, Mr. Stebbins provided consulting services to various private equity firms. Mr. Stebbins previously served as Chairman, President and Chief Executive Officer of Visteon Corporation, an automotive components manufacturer, from 2008 until 2012, after having served as Visteon’s President and Chief Operating Officer prior to that time. Before joining Visteon, Mr. Stebbins held various positions with increasing responsibility at Lear Corporation, a supplier of automotive seating and electrical distribution systems, including President and Chief Operating Officer–Europe, Asia and Africa, President and Chief Operating Officer–Americas, and Senior Vice President and Chief Financial Officer. Mr. Stebbins holds a Bachelor of Science degree in finance from Miami University and a Master of Business Administration degree from the University of Michigan. | | | 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. | |

  23. Continuing Directors

    Class II Directors – Term Expiring at the 2026 Annual Meeting

  24. Continuing Directors

    | JACK A. HOCKEMA | | | | Executive Chairman of the Board | | | Director since: 2001 | | | Committee: Executive (Chair) | | | Age: 77 | | 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 remains an employee of our company following his transition to Executive Chairman. Mr. Hockema also served as Chairman of the Board from July 2006 to July 2020. He previously served as President of our company from October 2001 to December 2015, as Executive Vice President of our company and President of the Kaiser Fabricated Products division from January 2000 to October 2001, and as Executive Vice President of our company from May 2000 to October 2001. He served as Vice President of our company 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 our company Extruded Products and Engineered Components from September 1996 to March 1997. Mr. Hockema served as a consultant to our company and acting President of Kaiser Engineered Components from September 1995 to September 1996. Mr. Hockema was an employee of our company from 1977 to 1982, working at Trentwood 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 our | |

  25. Continuing Directors

    | company 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. | | QUALIFICATIONS: | | Mr. Hockema has more than 30 years of experience with our company 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. |

  26. Continuing Directors

    | LAURALEE E. MARTIN | | | | Director since: September 2010 | | | Committees: Audit (Chair), Compensation, Executive and Sustainability | | | Age: 73 | | | Other Current Public or Registered Investment Company Board Membership: | | | – Marcus & Millichap, Inc. (August 2019 - Present) | | | – Beacon Capital Management (November 2021 - 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. | | | 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. | |

  27. Continuing Directors

    | BRETT E. WILCOX | | | | Director since: July 2006 | | | Committees: Audit, Compensation, Executive and Sustainability (Chair) | | | Age: 70 | | 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. | | | KEVIN W. WILLIAMS | | | | Director since: September 2021 | | | Committee: Audit and Compensation | | | Age: 62 |

  28. Continuing Directors

    | DESCRIPTION OF BUSINESS EXPERIENCE: | | Mr. Williams has served as President and Chief Executive Officer of GAA Manufacturing and Supply Chain Management, a third-party logistics and supply chain management company and one of the country's largest African American-owned businesses, since August 2018. Mr. Williams previously served as President and Managing Director of General Motors of Canada Limited and Vice President and General Manager, Global Service and Parts Operations of General Motors Company. Mr. Williams also held several other senior global roles at GM including chairman, president and managing director of GM de Mexico, Central America and the Cayman Islands; and global executive director of supplier quality and development for GM Worldwide and GM Europe among other assignments. Mr. Williams holds a Bachelor’s degree in business administration and management from Tennessee State University and a Master of Science degree in business administration and management from Central Michigan University. | | QUALIFICATIONS: | | The board of directors nominated Mr. Williams to our board because of his extensive manufacturing, automotive and supply chain management expertise as well as experience in labor relations. |

  29. Design of our 2023 Compensation Program

    Due to the differences in size among the companies in our peer group, Meridian uses a regression analysis to adjust survey data results based on our revenue as compared to the revenue of other companies in our peer group. Importantly, the compensation committee recognizes that we compete for talent with companies much larger than us. These larger companies, including Arconic Corporation, Constellium SE, Novelis Inc. and Norsk Hydro ASA, aggressively recruit talent in critical functions. As a result, to attract and retain talent, the compensation committee may from time to time determine that it is in the best interests of our company and our stockholders to provide compensation packages that deviate from targeted pay levels. For 2023, in addition to data obtained from publicly disclosed proxy statements, Meridian also provided data obtained from Equilar Executive Compensation Survey. We did not select the constituent companies comprising this survey group, however, and the component companies’ identities were not a material factor in the applicable compensation analysis. For 2024, the compensation committee approved the same peer group as 2023, except for the removal of Arconic Corporation and Resolute Forest Products Inc., which were taken private and acquired, respectively, and, as a result, would no longer publish compensation information.

  30. Principal Elements of 2023 Compensation

    | Principal Elements | | | | | | | Element | Form | Objective | | | Performance Metric | | Base Salary | Cash | • | Provide a competitive, fixed compensation upon which our named executive officers can rely. | • | No performance metric. | | Short-Term Incentives | Cash | • | Create financial incentive for | • | Adjusted EBITDA | | | | | achieving or exceeding company | • | Safety | | | | | performance goals. | • | Quality | | | | | | • | Delivery | | | | | | • | Productivity | | | | | | • | Modified for individual performance | | Long-Term Incentives | Restricted Stock Units | • | Create financial incentive for continued employment with our company through three-year cliff vesting | • | No performance metric (retention-based and "at risk" to the extent underlying performance impacts stock price) | | | Performance Shares | • | Create financial incentive for achieving or exceeding long-term performance goals. | • | 60%: Relative TSR (compared to peer companies in the S&P 600 SmallCap Materials and 400 MidCap Materials Indices) | | | | | | • | 40%: Adjusted EBITDA Margin performance |

  31. Principal Elements of 2023 Compensation

    | Incentive Program | Performance Metric | Weighting | Modifier* | Impact on Multiplier | | Short-Term Incentive Plan | Adjusted EBITDA | 60% | Individual | +/- 25% | | | Safety | 10% | | | | | Quality | 10% | | | | | Delivery | 10% | | | | | Productivity | 10% | | |

  32. Principal Elements of 2023 Compensation

    | FEATURES | | |  | Pay for performance | |  | Rigorous performance goals based on Adjusted EBITDA, safety, quality, delivery and productivity | |  | Strong linkage between performance goals and financial performance as well as strategic non-financial results | |  | In exceptional instances approved by the compensation committee, individual adjustment up to plus or minus 25% based on actual performance, including individual, facility and/or functional area performance, as well as performance against other strategic initiatives | |  | Maximum payout capped at 2.5 times the target |

  33. Principal Elements of 2023 Compensation

    Our 2023 STI Plan was an annual cash incentive plan designed to reward participants for achieving certain Adjusted EBITDA, safety, quality, delivery and productivity performance goals. Consistent with the short-term incentive plan approved by the compensation committee in 2022, our 2023 STI Plan also permitted adjustments to individual payouts, in exceptional instances, up to plus or minus 25% for our named executive officers, based on actual performance, including individual and/or functional area performance as well as performance against other strategic initiatives, subject to the maximum payout opportunity described above. The structure, terms and metrics of the 2023 STI Plan applicable to the named executive officers were generally consistent with those of the short-term incentive plan approved by the compensation committee in 2022, except that safety, quality, and delivery performance were changed from modifiers to performance metrics, the cost modifier was eliminated and productivity was added as a performance metric, so that the individual target payouts under the proposed STI plan are based 60% on Adjusted EBITDA performance, 5% on TCIR performance, 5% on LCIR performance, 10% on quality performance, 10% on delivery performance, and 10% on productivity performance. Consistent with our objective of aligning senior management and our stockholders by rewarding our senior management for achieving strategic goals that successfully drive our operations and enhance our stockholder value, our 2023 STI Plan provided that Adjusted EBITDA performance in excess of the threshold level would result in an increase in payouts up to the maximum payout opportunity with respect to such metric. Under our 2023 STI Plan, potential payouts between the threshold and target levels and between the target and maximum levels for Adjusted EBITDA were linearly interpolated.

  34. Principal Elements of 2023 Compensation

    | 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. After the application of modifiers, the final multipliers under our short-term incentive plans for 2021 and 2022 were 0.65x and 0.00x, respectively. As discussed below, the final multiplier under our 2023 STI Plan, after taking into consideration all the performance metrics, was 0.86x. | |

  35. Principal Elements of 2023 Compensation

    | Metric | Weighting | Payout Potential | | | | Final Multiplier | | | | Below Threshold | Threshold | Target | Maximum | | | Adjusted EBITDA | 60% | 0.00x | 0.30x | 0.60x | 1.80x | 0.70x | | TCIR | 5% | 0.00x | 0.00x | 0.05x | 0.05x | 0.02x | | LCIR | 5% | 0.00x | 0.00x | 0.05x | 0.05x | 0.05x | | Quality | 10% | 0.00x | 0.00x | 0.10x | 0.10x | 0.00x | | Delivery | 10% | 0.00x | 0.00x | 0.10x | 0.10x | 0.09x | | Productivity | 10% | 0.00x | 0.00x | 0.10x | 0.10x | 0.00x | | Total | 100% | 0.00x | 0.30x | 1.00x | 2.20x | 0.86x |

  36. Principal Elements of 2023 Compensation

    | Name | Below Threshold | Threshold | Target | Maximum | Actual | | Keith A. Harvey | — | $345,000 | $1,150,000 | $2,530,000 | $985,550 | | John M. Donnan | — | $120,000 | $400,000 | $880,000 | $342,800 | | Neal E. West | — | $120,000 | $400,000 | $880,000 | $342,800 | | Jason D. Walsh | — | $105,000 | $350,000 | $770,000 | $299,950 | | Raymond D. Parkinson | — | $60,000 | $200,000 | $440,000 | $171,400 |

  37. Principal Elements of 2023 Compensation

    | Incentive Program | Performance Metric | Weighting | | Long-Term Incentive Plan | Relative TSR | 60% | | | Adjusted EBITDA margin | 40% |

  38. Principal Elements of 2023 Compensation

    | FEATURES | | |  | Three-year performance period for performance shares (2023-2025) | |  | Includes retention features by utilizing time-vested restricted stock units representing approximately 40% of the long-term incentive target for our named executive officers | |  | Pay for performance by utilizing performance shares subject to demanding metrics | |  | Performance metrics: | | (1) | 40% based on Adjusted EBITDA margin | | (2) | 60% based on relative TSR | |  | Payout for relative TSR performance is capped at target if TSR is negative | |  | 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 |

  39. Principal Elements of 2023 Compensation

    We believe that consistent execution of our strategy over multi-year periods will lead to an increase in our TSR. We use equity awards to provide our named executive officers with an incentive to focus on long-term stockholder value creation. Our 2023- 2025 LTI Plan for key employees, including our named executive officers, was approved by the compensation committee on March 5, 2023, and the structure, terms and metrics of the 2023-2025 LTI Plan were generally consistent with those of the long-term incentive plan approved by the compensation committee in 2022 for our named executive officers. Since 2014, we have implemented long-term incentive programs with a performance metric based on TSR. In 2020, we expanded our TSR peer group from companies in the S&P SmallCap 600 Materials Index to companies in both the S&P SmallCap 600 Materials and S&P MidCap 400 Materials Indices. We added Adjusted EBITDA margin as a performance metric in 2020. Our 2023-2025 LTI Plan provides, with respect to the restricted stock units granted to our named executive officers, that, subject to limited exceptions, such units will vest on March 5, 2026. Each restricted stock unit that becomes vested entitles the participant to receive one share of our common stock. The 2023-2025 LTI Plan provides, with respect to the performance shares: a threshold performance level up to which no performance shares will vest or be earned; • a target performance level at which the target number of performance shares will vest and be earned; • a maximum performance level at or above which the maximum number of performance shares (equal to two times the target number of performance shares) will vest and be earned; and • pro rata vesting between the threshold and maximum performance levels. For 60% of the performance shares granted under our 2023-2025 LTI Plan, the payout will be determined based on our TSR relative to the TSR of our peer companies in the S&P SmallCap 600 Materials and S&P MidCap 400 Materials Indices as follows:

  40. Principal Elements of 2023 Compensation

    In considering constituents for the S&P SmallCap 600 Materials and S&P MidCap 400 Materials Indices, S&P Dow Jones Indices currently looks for companies (1) with market capitalization of between $850 million and $5.2 billion and between $5.2 billion and $14.5 billion, respectively, (2) meeting certain float requirements, (3) with a U.S. domicile, (4) required to file SEC annual reports, and (5) listed on a major U.S. exchange, among other factors. The materials sector includes companies that manufacture chemicals, construction materials, glass, paper, forest products and related packaging products, and metals, minerals and mining companies. For the remaining 40% of the performance shares granted under our 2023-2025 LTI Plan, the payout will be determined based on our Adjusted EBITDA margin using performance goals approved by the compensation committee. For 2023, the compensation committee determined that each named executive officer should receive time-based restricted stock units having an economic value equal to approximately 40% of his target monetary value and a target number of performance shares having an economic value equal to approximately 60% of his target monetary value. In addition, the target monetary values under the 2023-2025 LTI Plan for our named executive officers, other than Mr. Walsh, were increased by between 3% to 13%, principally to align their targets more closely with market and survey information. The target monetary value for Mr. Walsh was increased by 56%, primarily to reflect the assumption of additional manufacturing responsibility for our Warrick operations in connection with his promotion from Senior Vice President - Manufacturing to Executive Vice President - Manufacturing in 2022. The table below sets forth the target monetary value under our 2023-2025 LTI Plan and the number of restricted stock units and performance shares granted to our named executive officers during 2023:

  41. Principal Elements of 2023 Compensation

    | Name | Target Monetary Value | Number of Restricted Stock Units (1) | Number of Performance Shares (at Target) (2) | | Keith A. Harvey | $3,700,000 | 17,429 | 26,144 | | John M. Donnan | $900,000 | 4,239 | 6,359 | | Neal E. West | $950,000 | 4,475 | 6,712 | | Jason D. Walsh | $600,000 | 2,826 | 4,239 | | Raymond D. Parkinson | $410,000 | 1,931 | 2,897 |

  42. Principal Elements of 2023 Compensation

    | Name | Below Threshold | Threshold | Target | Maximum | | Keith A. Harvey | — | 13,072 | 26,144 | 52,288 | | John M. Donnan | — | 3,179 | 6,359 | 12,718 | | Neal E. West | — | 3,356 | 6,712 | 13,424 | | Jason D. Walsh | — | 2,119 | 4,239 | 8,478 | | Raymond D. Parkinson | — | 1,448 | 2,897 | 5,794 |

  43. Principal Elements of 2023 Compensation

    The beginning average price of $94.92 is based upon the 20-trading-day average closing stock prices of our common stock, assuming all dividends are reinvested as of the ex-dividend date, from December 3, 2020 to December 31, 2020. The ending average price of $73.23 is based upon the 20-trading-day average closing stock prices of our common stock, assuming all dividends are reinvested as of the ex-dividend date, from December 1, 2023 to December 29, 2023 (since December 30, 2023 and December 31, 2023 are non-trading days). We paid out $9.04 per share of dividends during the 2021 - 2023 performance period. Our TSR of -22.85% for the 2021 through 2023 performance period ranked #47 out of the 57 companies in the S&P SmallCap 600 Materials and S&P MidCap 400 Materials Indices, or the 18th percentile, resulting in no payout under the relative TSR performance metric. The chart below illustrates the performance share award payouts based on our relative TSR performance for the 2019-2021, 2020-2022 and 2021-2023 long-term incentive programs:

  44. Principal Elements of 2023 Compensation

    | | The performance shares earned were determined by our TSR over the applicable three-year performance period compared to the TSR of the other companies comprising the S&P SmallCap 600 Materials and S&P MidCap 400 Materials Indices. 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 below: |

  45. Employment Contracts, Termination of Employment Arrangements and Change-in-Control Arrangements

    Employment Contracts, Termination of Employment Arrangements and Change-in-Control Arrangements As discussed more fully below, on July 31, 2020, we entered into an amended and restated severance agreement with Mr. Harvey in connection with his appointment as CEO. The severance agreement, among other things, (i) eliminated our obligation to make excise tax gross up payments to Mr. Harvey in the event of his termination in connection with a change in control of our company, (ii) added severance benefits and (iii) increased Mr. Harvey’s termination benefits in connection with a change in control. In lieu of the gross up payment, the Severance Agreement provides that if any payments to Mr. Harvey upon his termination would be subject to a federal excise tax, then such payments would be reduced to the minimum extent necessary so that no portion of such payments, as so reduced, is subject to such tax, except that such a reduction will be made only if and to the extent such reduction would result in an increase in the aggregate payment on an after-tax basis. In the event Mr. Harvey’s employment is terminated without cause or terminated by Mr. Harvey for good reason, Mr. Harvey will be entitled to receive a lump-sum payment of two times the sum of his base salary and short-term incentive target, plus the continuation of benefits for two years and a prorated short-term incentive payment for the program then in effect. In the event Mr. Harvey’s employment is terminated without cause or terminated by Mr. Harvey for good reason within the period beginning ninety (90) days prior to a change in control and ending on the second anniversary of such change in control, Mr. Harvey will be entitled to receive a lump sum payment of two and half times the sum of his base salary and short-term incentive target, plus the continuation of benefits for three years and a prorated short-term incentive payment for the program then in effect. The compensation committee, working with Meridian, determined that the negotiated terms of the amended agreement were consistent with market practice and in the best interests of our company and stockholders. As discussed more fully below, certain members of senior management, including four of our named executive officers, continue to have benefits related to terminations of employment in connection with a change in control, by us without cause and by the named executive officer with good reason. These protections limit our ability to materially reduce certain aspects of compensation, including base salaries and target incentive compensation, without triggering the ability of the affected named executive officer to receive termination benefits in connection with a change in control.

  46. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below sets forth information regarding compensation for our named executive officers: (1) Keith A. Harvey, our President and CEO (our principal executive officer); (2) Neal E. West, our Executive Vice President and Chief Financial Officer (our principal financial officer); and (3) each of John M. Donnan, Jason D. Walsh and Raymond D. Parkinson, our three other most highly compensated executive officers (based on total compensation for 2023).

  47. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) | All Other Compensation (4) | Total | | Keith A. Harvey, | 2023 | $983,750 | $4,012,956 | $985,550 | — | $225,604 | $6,207,860 | | President and Chief | 2022 | $926,250 | $3,414,128 | — | $4,854 | $778,493 | $5,123,725 | | Executive Officer | 2021 | $893,751 | $3,697,874 | $588,600 | $5,248 | $320,039 | $5,505,512 | | John M. Donnan, | 2023 | $517,500 | $976,050 | $342,800 | — | $216,033 | $2,052,383 | | Executive Vice President, | 2022 | $490,000 | $865,932 | — | — | $729,822 | $2,085,754 | | Chief Administrative | 2021 | $469,250 | $2,088,596 | $222,360 | $12,856 | $140,924 | $2,933,986 | | Officer and General Counsel | | | | | | | | | Neal E. West, | 2023 | $527,500 | $1,030,285 | $342,800 | — | $110,124 | $2,010,709 | | Executive Vice President | 2022 | $485,000 | $865,932 | — | — | $126,885 | $1,477,817 | | and Chief Financial Officer | 2021 | $465,000 | $2,065,273 | $219,090 | — | $290,926 | $3,040,289 | | Jason D. Walsh, | 2023 | $491,250 | $839,065 | $299,950 | — | $148,191 | $1,778,456 | | Executive Vice President - | 2022 | $457,575 | $503,299 | $— | — | $353,563 | $1,314,437 | | Manufacturing | 2021 | $434,600 | $466,723 | $151,597 | — | $129,846 | $1,182,766 | | Raymond D. Parkinson | 2023 | $430,000 | $1,198,250 | $171,400 | — | $95,489 | $1,895,139 | | Senior Vice President - | 2022 | $396,325 | $407,425 | — | — | $83,454 | $887,204 | | Advanced Engineering and Innovation | 2021 | $382,475 | $489,500 | $102,613 | — | $79,010 | $1,053,598 |

  48. 2023 Summary Compensation Table

    Reflects the aggregate grant date fair value of restricted stock units and performance share awards to our named executive officers determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (referred to herein as ASC Topic 718), without regard to potential forfeiture. The aggregate grant date fair value of the performance share awards reflected in this table has been determined assuming the probable outcome of the performance condition on the date of the grant and without adjustment for actual performance during the period and, for performance shares with relative TSR as the performance metric, using a Monte Carlo simulation of future stock prices of our company and our peer companies on the S&P SmallCap 600 Materials and S&P MidCap 400 Materials Indices. The aggregate grant date fair value of the 2023 performance share awards determined assuming the probable outcome of the performance conditions and assuming an outcome of the performance conditions at the maximum level are as follows:

  49. 2023 Summary Compensation Table

    | | | Aggregate Grant Date Fair Value | | | Name | Year | At Probable Performance | At Maximum Performance | | Keith A. Harvey | 2023 | $2,699,506 | $5,053,828 | | John M. Donnan | 2023 | $656,599 | $1,229,229 | | Neal E. West | 2023 | $693,049 | $1,297,475 | | Jason D. Walsh | 2023 | $437,698 | $819,416 | | Raymond D. Parkinson | 2023 | $299,130 | $560,005 |

  50. 2023 Summary Compensation Table

    * For information regarding the assumptions made in the valuation of restricted stock units and performance share awards with respect to our 2023 fiscal year, see Note 7 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Reflects payments earned under our STI Plans. (3) Reflects the aggregate change in actuarial present value of the named executive officer's accumulated benefit under a defined pension benefit plan previously maintained by us for our salaried employees, which we refer to as our Old Pension Plan, during the applicable fiscal year, calculated by (a) assuming mortality according to the PRIA-2012 White Collar Retiree Mortality Table, projected forward with Scale MP-2021 as of December 31, 2022 and December 31, 2023 and (b) applying a discount rate of 2.05%, 2.49% and 4.89% per annum for 2021, 2022 and 2023, respectively, to determine the actuarial present value of the accumulated benefit at December 31 of the preceding year and a discount rate of 2.05%, 2.05% and 2.49% per annum, respectively, to determine the actuarial present value of the accumulated benefit at December 31 of the applicable year. Effective December 17, 2003, the Pension Benefit Guaranty Corporation, or PBGC, terminated and effectively assumed responsibility for making benefit payments in respect of our Old Pension Plan, whereupon all benefit accruals under the Old Pension Plan ceased and benefits available thereunder to certain salaried employees, including Mr. Harvey, were significantly reduced due to the limitations on benefits payable by the PBGC. The amounts in this column for 2023 are reported as $0 because the actual amounts were negative. The decrease in actuarial present value for each such named executive officer is as follows: Mr. Harvey - $(113,573), Mr. Donnan - $(120,004) and Mr. Parkinson - $(120,841). Above-market or preferential earnings are not available under our Restoration Plan, which is our only plan or arrangement pursuant to which compensation may be deferred on a basis that is not tax-qualified, or any of our other benefit plans. (4) Includes (a) contributions made or to be made by us under our Savings Plan, (b) contributions made or to be made by us under our Restoration Plan (which is intended to restore the benefit of contributions that we would have otherwise paid to participants under our Savings Plan but for limitations imposed by the Code), (c) dividend and dividend equivalent payments which were not factored into the reported grant date fair value of the restricted stock unit and performance share awards, and (d) the costs to us of perquisites and other personal benefits. See the table set forth under "- All Other Compensation" below for information regarding each such component. As reflected in the table above, the base salary received by each of our named executive officers, as a percentage of their respective total compensation was as follows: • For 2023, Mr. Harvey, 17%; Mr. Donnan, 29%; Mr. West, 29%; Mr. Walsh, 34%; and Mr. Parkinson, 42%; • For 2022, Mr. Harvey, 18%; Mr. Donnan, 29%; Mr. West, 29%; Mr. Walsh, 40%; and Mr. Parkinson, 41%; and For 2021, Mr. Harvey, 20%; Mr. Donnan, 29%; Mr. West, 29%; Mr. Walsh, 42%; and Mr. Parkinson, 41%.

  51. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The table below sets forth information regarding grants of plan-based awards made to our named executive officers during 2023.

  52. Grants of Plan-Based Awards in 2023

    | | | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Awards (3) ($) | | Keith A. Harvey | — | $345,000 | $1,150,000 | $2,530,000 | — | — | — | — | — | | | 3/5/2023 | — | — | — | — | — | — | 17,429(4) | $1,313,449 | | | 3/5/2023 | — | — | — | 13,072 | 26,144 | 52,288 | — | $2,699,506 | | John M. Donnan | — | $120,000 | $400,000 | $880,000 | — | — | — | — | — | | | 3/5/2023 | — | — | — | — | — | — | 4,239(4) | $319,451 | | | 3/5/2023 | — | — | — | 3,179 | 6,359 | 12,718 | — | $656,599 | | Neal E. West | — | $120,000 | $400,000 | $880,000 | — | — | — | — | — | | | 3/5/2023 | — | — | — | — | — | — | 4,475(4) | $337,236 | | | 3/5/2023 | — | — | — | 3,356 | 6,712 | 13,424 | — | $693,049 | | Jason D. Walsh | — | $105,000 | $350,000 | $770,000 | — | — | — | — | — | | | 3/5/2023 | — | — | — | — | — | — | 2,826(4) | $212,967 | | | 3/5/2023 | — | — | — | — | — | — | 2,500(5) | $188,400 | | | 3/5/2023 | — | — | — | 2,119 | 4,239 | 8,478 | — | $437,698 | | Raymond D. Parkinson | — | $60,000 | $200,000 | $440,000 | — | — | — | — | — | | | 3/5/2023 | — | — | — | — | — | — | 1,931(4) | $145,520 | | | 3/5/2023 | — | — | — | — | — | — | 10,000(5) | $753,600 | | | 3/5/2023 | — | — | — | 1,448 | 2,897 | 5,794 | — | $299,130 |

  53. Grants of Plan-Based Awards in 2023

    (1) Reflects the threshold, target and maximum award amounts under our 2023 STI Plan for our named executive officers. Actual amounts earned under the 2023 STI Plan are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. Reflects the number of performance shares that generally will become vested and earned for each of the named executive officers under our 2023 - 2025 LTI Plan in 2026 at the threshold, target and maximum performance levels. No performance shares will vest under the 2023 - 2025 LTI Plan if our company's performance does not reach the threshold performance required for either applicable metric during the three-year performance period. Reflects the aggregate grant date fair value of restricted stock units and performance share awards to our named executive officers determined in accordance with ASC Topic 718, without regard to potential forfeiture. The aggregate grant date fair value of the performance share awards reflected in this table has been determined assuming the probable outcome of the performance condition on the date of the grant and without adjustment for actual performance during the period and, for performance shares with relative TSR as the performance metric, using a Monte Carlo simulation of future stock prices of our company and our peer companies on the S&P 600 SmallCap Materials and S&P MidCap 400 Materials Indices. (4) Reflects the number of restricted stock units received by the named executive officer pursuant to regular annual awards granted effective March 5, 2023. (5) Reflects the number of restricted stock units received by the named executive officer pursuant to an award granted effective March 5, 2023 recognizing the named executive officer's increasing responsibility and role in the future success of the Company and increasing retention as the Company continues its focus on succession planning.

  54. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The table below sets forth the information regarding equity awards held by our named executive officers as of December 31, 2023 and illustrates the impact of the intended design of our compensation program, which generally ensures three years of restricted stock units and performance share awards are outstanding at any time.

  55. Outstanding Equity Awards at December 31, 2023

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Keith A. Harvey | 7,407(2) | $527,304 | 17,285(5) | $1,230,519 | | | 9,964(3) | $709,337 | 23,250(6) | $1,655,168 | | | 17,429(4) | $1,240,771 | 26,144(7) | $1,861,191 | | John M. Donnan | 3,320(2) | $236,351 | 4,058(5) | $288,889 | | | 10,000(8) | $711,900 | 5,180(6) | $368,764 | | | 3,453(3) | $245,819 | 6,359(7) | $452,697 | | | 4,239(4) | $301,774 | | | | Neal E. West | 3,245(2) | $231,012 | 3,967(5) | $282,411 | | | 10,000(8) | $711,900 | 5,180(6) | $368,764 | | | 3,453(3) | $245,819 | 6,712(7) | $477,827 | | | 4,475(4) | $318,575 | | | | Jason D. Walsh | 20,000(9) | $1,423,800 | 1,830(5) | $130,278 | | | 1,498(2) | $106,643 | 2,346(6) | $167,012 | | | 1,564(3) | $111,341 | 4,239(7) | $301,774 | | | 1,224(10) | $87,137 | | | | | 2,826(4) | $201,183 | | | | | 2,500(11) | $177,975 | | | | Raymond D. Parkinson | 1,570(2) | $111,768 | 1,920(5) | $136,685 | | | 1,625(3) | $115,684 | 2,437(6) | $173,490 | | | 1,931(4) | $137,468 | 2,897(7) | $206,237 | | | 10,000(11) | $711,900 | | |

  56. Outstanding Equity Awards at December 31, 2023

    (1) Reflects the aggregate market value determined based on a per share price of $71.19, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 29, 2023. (2) Reflects the number of restricted stock units received by the named executive officer pursuant to awards granted effective March 5, 2021. All such restricted stock units vested on March 5, 2024, with each entitling the named executive officer to one share of common stock. (3) Reflects the number of restricted stock units received by the named executive officer pursuant to awards granted effective March 5, 2022. All such restricted stock units will vest on March 5, 2025 or earlier if the named executive officer’s employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2025, the restricted stock units will remain outstanding and vest on March 5, 2025 (or earlier in the event of his disability or death or a change in control). Reflects the number of restricted stock units received by the named executive officer pursuant to awards granted effective March 5, 2023. All such restricted stock units granted will vest on March 5, 2026 or earlier if the named executive officer's employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2026, the restricted stock units will remain outstanding and vest on March 5, 2026 (or earlier in the event of his disability or death or a change in control). Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2021. The compensation committee certified the performance level achieved during the three-year performance period on March 5, 2024 and, based on the certified performance level, no performance shares were earned and all performance shares were forfeited on March 5, 2024. (6) Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2022. The number of performance shares, if any, earned based on the level of performance achieved during the three-year performance period will vest on the later to occur of March 15, 2025 and the date on which the compensation committee certifies the performance level achieved during the three-year performance period, which shall be no later than March 15, 2025. If, prior to December 31, 2024, the named executive officer’s employment terminates as a result of disability or death, the target number of performance shares will vest. If, prior to the vesting date, the named executive officer’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, the performance shares granted to him will remain outstanding and the number of performance shares, if any, earned on the vesting date will be determined based on the performance level achieved during the performance period. If, prior to December 31, 2024, a change in control occurs, the performance shares granted to him will vest immediately and the number of performance shares, if any, earned upon the change of control date will be determined based on the performance level achieved during the performance period through the change in control date. (7) Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2023. The number of performance shares, if any, earned based on the level of performance during the three-year performance period will vest on the later to occur of March 5, 2026 and the date on which the compensation committee certifies the performance level achieved, which shall be no later than March 15, 2026. If, prior to December 31, 2025, the named executive officer's employment terminates as a result of disability or death, the target number of performance shares will vest. If, prior to the vest date, the named executive officer's employment is terminated by us without cause or is voluntarily terminated by him for good reason, the performance shares granted to him will remain outstanding and the number of performance shares, if any, earned upon the vesting date will be determined based on the performance level achieved during the three-year performance period. If, prior to December 31, 2025, a change in control occurs, the performance shares granted to him will vest immediately and the number of performance shares, if any, earned upon the change in control date will be determined based on the performance level achieved during the performance period through the change in control date. (8) Reflects the number of restricted stock units received by the named executive officer pursuant to special awards granted effective March 5, 2021. All such restricted stock units vested on March 5, 2024, with each entitling the named executive officer to one share of common stock. (9) Reflects the number of restricted stock units received by the named executive officer pursuant to an award granted effective August 12, 2020. All such restricted stock units will vest on August 12, 2025 or earlier if the named executive officer’s employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before August 12, 2025, the restricted stock units will remain outstanding and vest on August 12, 2025 (or earlier in the event of his disability or death or a change in control). (10) Reflects the number of restricted stock units received by the named executive officer pursuant to special awards granted effective April 15, 2022 in connection with a promotion. All such restricted stock units granted will vest on March 5, 2025 or earlier if the named executive officer's employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2025, the restricted stock units will remain outstanding and vest on March 5, 2025 (or earlier in the event of his disability or death or a change in control). Reflects the number of restricted stock units received by the named executive officer pursuant to special awards granted effective March 5, 2023. All such restricted stock units granted will vest on March 5, 2026 or earlier if the named executive officer's employment terminates as a result of disability or death or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2026, the restricted stock units will remain outstanding and vest on March 5, 2026 (or earlier in the event of his disability or death or a change in control).

  57. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The table below sets forth information regarding the vesting during 2023 of performance shares and restricted stock units granted to our named executive officers.

  58. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Keith A. Harvey | 6,083 | $512,979 | | John M. Donnan | 3,421 | $288,493 | | Neal E. West | 3,311 | $279,217 | | Jason D. Walsh | 6,136 | $408,799 | | Raymond D. Parkinson | 1,685 | $142,096 |

  59. Option Exercises and Stock Vested in 2023

    (1) Reflects the aggregate market value of (i) restricted stock units granted in March 2020 that vested on March 5, 2023, determined based on a per share price of $84.33, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on the vesting date of such restricted stock units, (ii) for Mr. Harvey, restricted stock units granted in July 2020 that vested on March 5, 2023, determined based on a per share price of $84.33, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on the vesting date of such restricted stock units, and (iii) for Mr. Walsh, restricted stock units granted in 2018 that vested on June 1, 2023, determined based on a per share price of $62.60, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on the vesting date of such restricted stock units.

  60. Pension Benefits as of December 31, 2023

    Pension Benefits as of December 31, 2023 The table below sets forth information regarding the present value as of December 31, 2023 of the accumulated benefits of our named executive officers in our Old Pension Plan. As discussed further below, our Old Pension Plan was terminated on December 17, 2003, at which time the number of years of credited service for participants was frozen.

  61. Pension Benefits as of December 31, 2023

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit (1) ($) | | Keith A. Harvey | Kaiser Aluminum Salaried Employees Retirement Plan | 17.83 | $537,399 | | John M. Donnan | Kaiser Aluminum Salaried Employees Retirement Plan | 10.25 | $393,631 | | Neal E. West | Kaiser Aluminum Salaried Employees Retirement Plan | — | — | | Jason D. Walsh | Kaiser Aluminum Salaried Employees Retirement Plan | — | — | | Raymond D. Parkinson | Kaiser Aluminum Salaried Employees Retirement Plan | 13.75 | $402,058 |

  62. Pension Benefits as of December 31, 2023

    (1) Determined (a) assuming mortality according to the PRIA-2012 White Collar Retiree mortality table, projected with Scale MP-2021 and (b) applying a discount rate of 4.89% per annum. The Old Pension Plan previously maintained by us was a qualified, defined-benefit retirement plan for our salaried employees who met certain eligibility requirements. Effective December 17, 2003, the PBGC terminated and effectively assumed responsibility for making benefit payments in respect of the Old Pension Plan. As a result of the termination, all benefit accruals under the Old Pension Plan were terminated and benefits available to certain executive officers were significantly reduced due to the limitation on benefits payable by the PBGC. Benefits payable to participants will be reduced to a maximum of $34,742 annually for retirement at age 62, a lower amount for retirement prior to age 62, and a higher amount for retirements after age 62, up to $43,977 annually for retirement at age 65, and participants will not accrue additional benefits. In addition, the PBGC will not make lump-sum payments to participants.

  63. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023 The table below sets forth, for each of our named executive officers, information regarding his participation in our Restoration Plan during 2023. For additional information about our Restoration Plan, see "- Restoration Plan."

  64. Nonqualified Deferred Compensation for 2023

    | Name | Registrant Contributions in Last FY (1) | Aggregate Earnings in Last FY (2)(3) | Aggregate Balance at Last FYE (4) | | Keith A. Harvey | $78,450 | $258,535 | $2,048,829 | | John M. Donnan | $18,570 | $249,227 | $1,440,453 | | Neal E. West | $11,850 | $31,287 | $243,675 | | Jason D. Walsh | $9,675 | $24,197 | $158,116 | | Raymond D. Parkinson | $10,000 | $83,905 | $555,722 |

  65. Nonqualified Deferred Compensation for 2023

    (1) In each case, 100% of such amount is included in the amounts for 2023 reflected in the "All Other Compensation" column of the 2023 Summary Compensation Table above. (2) Amounts included in this column reflect the change in market value of the investments made under the Restoration Plan and do not include amounts reflected in the "Registrant Contributions in Last FY" column of this table. (3) Amounts included in this column do not include above-market or preferential earnings (of which there were none) and, accordingly, such amount is not included in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table above. (4) Of the amount reported in this column, $1,031,190 for Mr. Harvey, $665,437 for Mr. Donnan, $89,303 for Mr. West, $49,459 for Mr. Walsh and $41,800 for Mr. Parkinson were previously reported as compensation in Summary Compensation Tables included in prior years’ proxy statements.

  66. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section describes, and sets forth quantitative disclosure with respect to, payments and benefits to which our named executive officers would have been entitled if their employment had terminated on December 29, 2023 under various circumstances.

  67. Quantitative Disclosure

    Quantitative Disclosure The table below sets forth, for each named executive officer, quantitative disclosure regarding estimated payments and other benefits that would have been received by the named executive officer, or his estate, if his employment had terminated on December 29, 2023, the last business day of 2023, under the following circumstances: • voluntary termination by the named executive officer prior to age 65, except for Mr. Parkinson, who turned age 65 during 2023; • termination by us for cause; • termination by us without cause or by the named executive officer with good reason; • termination by us without cause or by the named executive officer with good reason following a change in control; • termination at retirement at or after age 65 for Mr. Parkinson (but not for Messrs. Harvey, Donnan, West or Walsh because none of such named executive officers had reached age 65 as of December 29, 2023); • termination as a result of disability; and termination as a result of death.

  68. Quantitative Disclosure

    | Name | Triggering Event | Payments Earned but Unpaid (1) | Other Benefits (2) | Equity Awards (3) | Distribution of Restoration Plan Balance (4) | Total | | Harvey | Voluntary Termination | $96,154 | — | — | $2,048,829 | $2,144,983 | | | Termination for Cause | $96,154 | — | — | — | $96,154 | | | Termination by us without Cause or by NEO with Good Reason | $1,081,704 | $4,407,836 | $6,155,863 | $2,048,829 | $13,694,231 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $1,081,704 | $5,503,800 | $5,173,160 | $2,048,829 | $13,807,493 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Disability (5) | $1,081,704 | $409,450 | $6,155,863 | $2,048,829 | $9,695,845 | | | Death (6) | $1,081,704 | $800,000 | $6,155,863 | $2,048,829 | $10,086,395 | | Donnan | Voluntary Termination | $50,481 | — | — | $1,440,453 | $1,490,934 | | | Termination for Cause | $50,481 | — | — | — | $50,481 | | | Termination by us without Cause or by NEO with Good Reason | $50,481 | $290,327 | $2,354,242 | $1,440,453 | $4,135,503 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $393,281 | $1,955,677 | $2,139,111 | $1,440,453 | $5,928,522 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Disability (5) | $393,281 | $481,936 | $2,354,242 | $1,440,453 | $4,669,912 | | | Death (6) | $393,281 | $800,000 | $2,354,242 | $1,440,453 | $4,987,976 | | West | Voluntary Termination | $41,538 | — | — | $243,675 | $285,214 | | | Termination for Cause | $41,538 | — | — | — | $41,538 | | | Termination by us without Cause or by NEO with Good Reason | $41,538 | $136,484 | $2,391,377 | $243,675 | $2,813,075 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $41,538 | $991,384 | $2,178,865 | $243,675 | $3,455,462 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Disability (5) | $384,338 | $331,511 | $2,391,377 | $243,675 | $3,350,902 | | | Death (6) | $384,338 | $320,000 | $2,391,377 | $243,675 | $3,339,391 | | Walsh | Voluntary Termination | $38,462 | — | — | $158,116 | $196,578 | | | Termination for Cause | $38,462 | — | — | — | $38,462 | | | Termination by us without Cause or by NEO with Good Reason | $38,462 | $168,459 | $2,595,686 | $158,116 | $2,960,722 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $38,462 | $168,459 | $2,508,060 | $158,116 | $2,873,097 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Disability (5) | $338,412 | $1,987,396 | $2,595,686 | $158,116 | $5,079,609 | | | Death (6) | $338,412 | $800,000 | $2,595,686 | $158,116 | $3,892,213 | | Parkinson | Voluntary Termination | N/A | N/A | N/A | N/A | N/A | | | Termination for Cause | $42,308 | — | — | — | $42,308 | | | Termination by us without Cause or by NEO with Good Reason | $42,308 | $251,008 | $1,473,779 | $555,722 | $2,322,816 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $42,308 | $251,008 | $1,371,822 | $555,722 | $2,220,859 | | | Retirement | $213,708 | — | $413,850 | $555,722 | $1,183,279 | | | Disability (5) | $213,708 | $292,488 | $1,473,779 | $555,722 | $2,535,696 | | | Death (6) | $213,708 | $50,000 | $1,473,779 | $555,722 | $2,293,208 |

  69. Quantitative Disclosure

    Includes any accrued but unpaid vacation, as applicable; assumes that there is no earned but unpaid 2023 base salary at December 29, 2023, that all 2023 vacation was used, and that Messrs. Donnan, Harvey and Parkinson had five weeks of vacation and Messrs. Walsh and West had four weeks of vacation. (2) Includes, in the case of (x) termination by us without cause or by the named executive officer with good reason and (y) termination by us without cause or by the named executive officer with good reason following a change in control, any lump sum payment, the value of any continuation of welfare benefits and the value of any continuation of perquisites, as applicable, with: (a) the value of any continuation of healthcare benefits (medical and dental) commencing on December 29, 2023 being determined (i) assuming family coverage in a consumer-driven health plan and a premium dental plan throughout the named executive officer’s applicable benefit continuation period, (ii) based on current COBRA coverage rates for 2024, and (iii) assuming a 10% increase in the cost of medical and dental coverage for 2025 as compared to 2024; (b) the value of any continuation of disability benefits commencing on December 29, 2023 being determined (i) assuming coverage throughout the applicable benefit continuation period, (ii) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (iii) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (iv) assuming mortality according to the Society of Actuaries 1987 GLTD table and extrapolated for ages over 62, and (v) applying a discount rate of 4.89% per annum; (c) the value of any continuation of life insurance benefits commencing on December 29, 2023 being determined (i) assuming coverage throughout the applicable benefit continuation period at his current election of coverage, (ii) based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period, (iii) assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs, (iv) assuming mortality according to the Pri-2012 White Collar Retiree Mortality Table for Disabled Retirees with MP-2021 Generational Mortality Improvement Projection, and (v) applying a discount rate of 4.89% per annum; and (d) the value of any continuation of perquisites commencing on December 29, 2023 being determined based on the estimated cost to us of continuing such perquisites for the applicable continuation period. (3) Reflects an amount equal to the product of $71.19, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 29, 2023, and: (a) in the case of termination by us without cause or by the named executive officer with good reason, a number of shares equal to (1) all restricted stock units granted to him effective March 5, 2021, March 5, 2022 and March 5, 2023 and, in the case of Mr. Walsh, August 12, 2020 and April 15, 2022, (2) with respect to the performance shares granted to him effective March 5, 2021, 0 shares, as no performance shares were earned or vested in March 2024, and (3) the target number of performance shares granted to him effective March 5, 2022 and March 5, 2023; (b) in the case of termination by us without cause or by the named executive officer with good reason following a change in control, a number of shares equal to (1) all restricted stock units granted to him effective March 5, 2021, March 5, 2022 and March 5, 2023 and, in the case of Mr. Walsh, August 12, 2020 and April 15, 2022, (2) with respect to the performance shares granted to him effective March 5, 2021, and in the case of Mr. Harvey, July 31, 2020, 0 shares, as no performance shares were earned or vested in March 2024, and (3) with respect to the performance shares granted to him effective March 5, 2022 and March 5, 2023, the number of shares of common stock, if any, that would be received by such named executive officer in respect to such performance shares determined based on the performance level achieved during the applicable performance period through the change in control on December 29, 2023; and (c) in the case of termination as a result of disability or death, a number of shares equal to (1) all restricted stock units granted to him effective March 5, 2021, March 5, 2022 and March 5, 2023 and, in the case of Mr. Walsh, August 12, 2020 and April 15, 2022, (2) with respect to the performance shares granted to him effective March 5, 2021, 0 shares, as no performance shares were earned or vested in March 2024, and (3) the target number of performance shares granted to him effective March 5, 2022 and March 5, 2023. Pursuant to the terms of the performance shares granted to the named executive officers effective March 5, 2021, March 5, 2022 and March 5, 2023, if the Company declares cash dividends on our common stock and the record and payment dates for dividends occur on or after the date of grant but before common shares are issued or delivered in respect of such performance shares, the named executive officer will also be entitled to also receive a payment equal to the cash dividends that he would have received if the number of common shares so issued or delivered to him had been issued and outstanding and held of record by him from the date of grant through such issuance or delivery. Accordingly, the table also reflects an amount equal to the cash dividends the named executive officer would have received if the applicable number of performance shares determined as described above had been issued and outstanding and held of record by him from March 5, 2021, March 5, 2022, and March 5, 2023, as applicable, through the issuance and deliver of common shares in respect of such performance shares, assuming in each case that the Company does not declare any further cash dividends after December 29, 2023. Reflects the named executive officer’s account balance under our Restoration Plan to which he was entitled. In addition, under our Savings Plan, upon termination, each named executive officer is eligible to receive a distribution of his vested balance thereunder; such balance is not reflected in the table. Certain of the named executive officers may have elected to participate in our group disability plan, which is available generally to all of our salaried employees and does not discriminate in scope, terms or operation, in favor of executive officers. Any disability benefits paid to any named executive officer who elected to participate in such plan would be paid by a third-party insurer and not by us. The value of such benefits is not reflected in the table. (6) Certain of the named executive officers may have elected to participate in our group life insurance plan, which is available generally to all of our salaried employees and does not discriminate in scope, terms or operation in favor of executive officers. Any life insurance benefit paid to any named executive officer who elected to participate in such plan would be paid by a third-party insurer and not by us. We also maintain a travel and accidental death policy for salaried employees, including our named executive officers, that would provide an additional $1 million death benefit payable to the named executive officer’s estate if this death occurs during company-related travel. Such additional life insurance benefit would be paid by a third-party insurer and not by us. Such life insurance and accidental death benefits are not reflected in the table.

  70. Pay Ratio

    Pay Ratio For the year ended December 31, 2023, (1) the annual total compensation of Mr. Harvey, our CEO, was $6,207,860 (the same amount as reported for him for 2023 in the Summary Compensation Table above); (2) the annual total compensation of our median employee (defined below) was $91,684; and (3) the resulting ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries (other than Mr. Harvey) was 68:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized above. The assumptions we used are specific to our company and our employee population. As a result, our pay ratio may not be comparable to the pay ratios of other companies. The total compensation of the median employee for the year ended December 31, 2023 was determined in the same manner as the total compensation shown for Mr. Harvey in the 2023 Summary Compensation Table. There has been no change in our employee population or employee compensation arrangements in fiscal year 2023 that we believe would significantly impact the pay ratio disclosure. As a result, under instruction 2 to Item 402(u) of Regulation S-K, we are permitted to use the same median employee identified for 2022 for purposes of this disclosure. We identified our median employee using the following methodology: • we prepared a list of all employees as of December 31, 2022, which is our determination date; • we applied a Canadian to U.S. dollar exchange rate for compensation paid in Canadian currency using the exchange rate in effect as of December 31, 2022; • we ranked the annual gross income of all employees for the year ended December 31, 2022, except for Mr. Harvey, using the Form W-2 compensation for our U.S. employees and Form T4 compensation for our Canadian employees; and we selected the employee with the median annual gross income (our "median employee").

  71. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” to our principal executive officers (“PEO”) and to our non-PEO named executive officers and certain financial performance of the Company.

  72. Pay Versus Performance

    | Year | Summary Compensation Table (SCT) Total for PEO 1 (1) | Compensation actually paid to PEO 1 (1)(2)(3) | SCT Total for PEO 2 (1) | Compensation actually paid to PEO 2 (1)(2) | Average SCT Total for non-PEO NEOs (1) | Average compensation actually paid to non-PEO NEOs (1)(2)(4) | Value of Initial Fixed $100 Investment based on: | | Net Income (Loss) ($ millions) (6) | Adjusted EBITDA ($ millions) (7) | | | | | | | | | TSR | Peer Group TSR (5) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $6,207,860 | $4,594,973 | N/A | N/A | $1,934,172 | $1,666,028 | $74.06 | $163.68 | $47 | $210 | | 2022 | $5,123,725 | $1,614,307 | N/A | N/A | $1,465,483 | $639,781 | $75.68 | $136.42 | $(30) | $142 | | 2021 | $5,505,512 | $2,519,794 | N/A | N/A | $2,052,660 | $1,363,746 | $90.25 | $145.27 | $(19) | $185 | | 2020 | $3,231,260 | $2,110,286 | $4,249,853 | $4,249,853 | $1,727,323 | $1,705,476 | $92.45 | $122.68 | $29 | $154 |

  73. Pay Versus Performance

    ______________ (1) For 2023 and 2021, the PEO is Mr. Harvey ("PEO 1") and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Parkinson. For 2022, the PEO is Mr. Harvey and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Blain A. Tiffany. For 2020, the PEOs are Messrs. Harvey and Hockema and the non-PEO named executive officers are Messrs. Donnan, West, Walsh and Tiffany. Mr. Hockema served as our PEO ("PEO 2") until July 30, 2020 and Mr. Harvey has served as our PEO since July 31, 2020. (2) The fair value of equity awards reported for the purposes of compensation actually paid is calculated using the same methodologies as the fair value of equity awards reported in the applicable Summary Compensation Table and adjusted for the share price and, for performance share awards, the probable outcome of the performance conditions, including as applicable as of December 31st of each applicable year. (3) The table below sets forth the values deducted and added to the Summary Compensation Table Total for PEO 1.

  74. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1 | Exclusion of Change in Pension Value for PEO 1 | Exclusion of Stock Awards | Inclusion of Equity Values | Compensation Actually Paid to PEO 1 | | 2023 | $6,207,860 | $0 | $4,012,956 | $2,400,069 | $4,594,973 |

  75. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  76. Pay Versus Performance

    | Year | End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards that Forfeited During Year for PEO 1 | Total Inclusion of Equity Values for PEO 1 | | 2023 | $3,444,885 | $(897,830) | $55,599 | $(202,585) | $2,400,069 |

  77. Pay Versus Performance

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

  78. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for non-PEO NEOs | Average Exclusion of Change in Pension Value for Non-PEO NEOs | Exclusion of Stock Awards | Inclusion of Equity Values | Average Compensation Actually Paid to non-PEO NEOs | | 2023 | $1,934,172 | $0 | $1,010,913 | $742,769 | $1,666,028 |

  79. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  80. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Total Average Inclusion of Equity Values for Non-PEO NEOs | | 2023 | $895,339 | $(159,624) | $7,054 | $742,769 |

  81. Pay Versus Performance

    For purposes of this disclosure, the peer group is the S&P 600 SmallCap Materials Index.. Net income (loss) is calculated in accordance with GAAP. (7) Our company-selected measure is Adjusted EBITDA (as defined in Appendix A), which is used as the key performance metric in our short-term incentive plans. The tables below show the relationship between compensation actually paid to our PEOs and the average of the compensation actually paid to our non-PEO named executive officers and each of our Adjusted EBITDA, net income and TSR for fiscal years 2020 through 2023, plus the relationship between our TSR and Peer Group TSR for fiscal years 2020 through 2023. For ease of discussion, we have aggregated the compensation of Messrs. Harvey and Hockema for 2020, as each served as our CEO for a portion of 2020. See the section entitled “Executive Compensation - Compensation Discussion and Analysis” for a discussion of compensation paid to our named executive officers and see Appendix A to this Proxy Statement for reconciliations of GAAP to non-GAAP measures.

  82. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income The table below describes the relationship between compensation actually paid to our PEOs and the average of the compensation actually paid to our non-PEO named executive officers and our Net Income (Loss) for fiscal years 2020 through 2023.

  83. Compensation Actually Paid versus Adjusted EBITDA

    Compensation Actually Paid versus Adjusted EBITDA The table below describes the relationship between compensation actually paid to our PEOs and the average of the compensation actually paid to our non-PEO named executive officers and our Adjusted EBITDA for fiscal years 2020 through 2023.

  84. Compensation Actually Paid versus TSR

    Compensation Actually Paid versus TSR The table below shows the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO named executive officers and our cumulative TSR and between our cumulative TSR and the TSR of our peer group for fiscal years 2020 to 2023. The table above also describes the relationship between our one-, two- and three-year cumulative TSR compared to the weighted average one-, two- and three-year cumulative TSR of the companies in the S&P SmallCap 600 Materials Index. As previously discussed, our TSR over the last three years was impacted by a series of external issues and challenges initiating with the onset of the COVID-19 pandemic late in the first quarter of 2020 that negatively impacted the end markets for many of our products, including large commercial aerospace applications. In addition, while the S&P SmallCap 600 Materials Index reflects our industry sector, many of the companies included in the index were not as heavily impacted by the COVID-19 pandemic related impact on the aerospace industry.

  85. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below sets forth certain information concerning compensation of our executive chair and non-employee directors who served in 2023.

  86. Director Compensation for 2023

    Director Compensation for 2023

  87. Director Compensation for 2023

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Michael C. Arnold | $135,000 | $144,530 | $5,213 | $284,743 | | David A. Foster | $105,000 | $144,530 | $5,213 | $254,743 | | Richard P. Grimley | $122,500 | $165,367 | $3,891 | $291,758 | | Jack A. Hockema | $250,000 | — | $21,515 | $271,515 | | Lauralee E. Martin | $120,000 | $144,530 | $5,213 | $269,743 | | Alfred E. Osborne, Jr., Ph.D. | $97,500 | $144,530 | $5,213 | $247,243 | | Teresa M. Sebastian | $112,500 | $144,530 | $5,213 | $262,243 | | Donald J. Stebbins | $112,500 | $144,530 | $5,213 | $262,243 | | Brett E. Wilcox | $120,000 | $144,530 | $5,213 | $269,743 | | Kevin W. Williams | $105,000 | $144,530 | $5,213 | $254,743 |

  88. Director Compensation for 2023

    (1) Reflects (a) annual retainer of $90,000, (b) any additional annual retainer for serving as Lead Independent Director or chair or member of a committee of the board of directors, and (c) for Mr. Grimley, who was appointed to our board in April 2023, an additional pro-rated annual retainer of $17,500 to reflect service on the board of directors of less than a full year for the 2022 to 2023 service year. Each non-employee director had the right to elect to receive shares of our 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. In 2023: Mr. Arnold received 856 shares of common stock in lieu of $53,996 of his annual retainer; Mr. Grimley received 166 shares of common stock in lieu of $10,471 his annual retainer; Mr. Hockema received 3,963 shares of common stock in lieu of $249,984 of his annual retainer; Ms. Martin elected to receive 1,902 shares of common stock in lieu of $119,977 of her annual retainer; Dr. Osborne elected to receive 1,545 shares of common stock in lieu of $97,458 of his annual retainer; Ms. Sebastian elected to receive 356 shares of common stock in lieu of $22,456 of her annual retainer; and Mr. Wilcox elected to receive 951 shares of common stock in lieu of $59,989 of his annual retainer. In each case, the number of shares received was determined based on a per share price of $63.08, the average of the closing prices per share of our common stock as reported on the Nasdaq Global Select Market for the 20 trading days prior to the award date of the annual retainers. Reflects the aggregate grant date fair value of restricted stock awards to non-employee directors determined in accordance with ASC Topic 718, without regard to potential forfeiture. On June 7, 2023, in accordance with our director compensation policy described below, each non-employee director, received a grant of restricted stock having a targeted value of $130,000; the average of the closing prices per share of our common stock as reported on the Nasdaq Global Select Market for the 20 trading days prior to the award date was $63.08, resulting in the issuance of 2,060 shares of restricted stock to each non-employee director. On April 17, 2023, Mr. Grimley was appointed to our board and also received a grant of restricted stock having a targeted value of $21,666; the average of the closing prices per share of our common stock as reported on the Nasdaq Global Select Market for the 20 trading days prior to the award date was $69.54, resulting in the issuance of 311 shares of restricted stock. For additional information regarding the assumptions made in the valuation of restricted stock awards with respect to our 2023 fiscal year, see Note 7 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. As of December 31, 2023, each non-employee director held 2,060 shares of restricted stock, except for Mr. Grimley, who held 2,371 shares of restricted stock. The restrictions on 100% of the shares of restricted stock granted to non-employee directors will lapse on June 7, 2024 or earlier if the director's services to our company terminate as a result of disability or death, or in the event of a change in control, except for 311 shares of restricted stock held by Mr. Grimley. The restrictions on the 311 shares of restricted stock granted to Mr. Grimley will lapse on April 17, 2024 or earlier if his services to our company terminate as a result of disability or death, or in the event of a change in control. Each non-employee director will receive all dividends and other distributions paid with respect to the shares of restricted stock he or she holds, but if any of such dividends or distributions are paid in shares of our capital stock, such shares will be subject to the same restrictions on transferability as are the shares of restricted stock with respect to which they were paid. Reflects dividends received on restricted stock for all directors other than Mr. Hockema. For Mr. Hockema, the amount reflects dividend equivalent payments in the amount of $6,945 and an automotive allowance in the amount of $14,570. As previously disclosed, Mr. Hockema transitioned from CEO to Executive Chairman of the Board in July 2020.

  89. Director Compensation Arrangements

    Director Compensation Arrangements We periodically review director compensation in relation to other comparable companies and in light of other factors that the compensation committee deems appropriate and discuss director compensation with the full board of directors. Pursuant to our current director compensation policy, each of our non-employee directors receives the following compensation: • an annual retainer of $90,000 per year; and • an annual grant of restricted stock having a grant date value targeted at $130,000. In addition, pursuant to our director compensation policy, the Lead Independent Director receives an additional annual retainer of $30,000, the chair of each committee of the board each receives an additional annual retainer of $15,000, and the members of each committee of the board each receive $7,500 for each committee served, with all such amounts payable at the same time as the annual retainer. The Executive Chairman receives compensation in his role as Executive Chairman in an amount equal to the sum of the annual retainers and meeting fees paid by the Company to its directors for service on the board and the amount of the additional annual retainer paid by the Company to the Lead Independent Director. Each non-employee director may elect to receive shares of common stock in lieu of any or all of his or her annual retainer, including any additional annual retainer for service as the Lead Independent Director or the chair of a committee of the board of directors. Our stock ownership guidelines require our non-employee directors to own company stock equal in value to six times their annual base retainer. The payment of annual retainers, including any additional annual retainer for service as Lead Independent Director or the chair of a committee of our board of directors, and the annual grant of restricted stock is made each year on the date on which we hold our annual meeting of stockholders, unless our board of directors determines such payment and grant should occur on another date. The number of shares of common stock to be received in the grant of restricted stock, as well as the number of shares of common stock to be received by any non-employee director electing to receive our common stock in lieu of any or all of his or her annual retainer, including any additional annual retainer, is based on the average of the closing prices per share of our common stock for the 20 trading days prior to the date such grant and payments are made. We reimburse all of our directors for reasonable and customary travel and other disbursements relating to meetings of our board of directors and committees thereof, and non-employee directors are provided accident insurance with respect to company-related business travel.