DEF 14A of Kaiser Aluminum Corp, Apr 28, 2026

DEF 14A of Kaiser Aluminum Corp

Filed Apr 28, 2026 · FY20250001193125-26-187425

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 our directors and their respective qualifications may be found beginning on page 5.

  2. Proposal 1 - Election of Directors

    | Name | Age | Director Since | Primary Occupation | Independent | Committee Membership | | | James D. Hoffman | 67 | September 2025 | Retired President and Chief Executive Officer, Reliance, Inc. |  |  | Compensation | | | | | | |  | Nominating and Corporate Governance | | Glenda J. Minor | 69 | June 2025 | Chief Executive Officer and Principal, Silket Advisory Services |  |  | Audit | | | | | | |  | Compensation | | Brett E. Wilcox | 72 | July 2006 | Chief Executive Officer, Cvictus |  |  | Audit | | | | | | |  | Executive | | | | | | |  | Sustainability |

  3. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors Our board of directors currently has 10 members, consisting of our CEO and nine independent directors. Our current directors are:

  4. Proposal 1 - Election of Directors

    | Michael C. Arnold (Lead Independent Director) | James D. Hoffman | | David A. Foster | Lauralee E. Martin* | | Kimberly T. Glas | Glenda J. Minor | | Richard P. Grimley | Donald J. Stebbins | | Keith A. Harvey (Chairman of the Board) | Brett E. Wilcox |

  5. Proposal 1 - Election of Directors

    _____________ * Ms. Martin is retiring from our board of directors and will not stand for reelection at the Annual Meeting. 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 less than one year to approximately 20 years of service, with an average tenure of approximately seven years. We believe this diversity in perspectives and backgrounds 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 28, 2026:

  6. Proposal 1 - Election of Directors

    | KNOWLEDGE, SKILLS OR BOARD EXPERIENCE | Arnold | Foster | Glas | Grimley | Harvey | Hoffman | Martin | Minor | Stebbins | Wilcox | | Other Public Company Board Experience | • | • | | | | • | • | • | • | • | | Public Company CEO Experience or Equivalent | • | | | | • | • | • | | • | • | | Industrial Specific / Operations Experience | • | | | • | • | • | | • | • | • | | Mergers and Acquisitions | • | • | | • | • | • | • | • | • | • | | International / Trade | • | • | • | • | | • | • | • | • | • | | Governance | • | • | | | • | • | • | • | • | • | | Legal / Regulatory | | | • | | | | | | | • | | Finance / Accounting | • | | • | • | • | • | • | • | • | • | | Sustainability | • | • | • | | | | • | | | • | | Cybersecurity Risks | • | | | | | | | | | | | BOARD TENURE | | | | | | | | | | | | Years | 4 | 17 | 1 | 3 | 5 | 0 | 15 | 1 | 7 | 19 |

  7. Proposal 1 - Election of Directors

    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 II directors expires at the Annual Meeting; the term of our Class III directors will expire at the 2027 annual meeting of stockholders; and the term of our Class I directors will expire at the 2028 annual meeting of stockholders.

  8. Board Refreshment and Director Succession Planning

    Board Refreshment and Director Succession Planning We are committed to board refreshment. Currently, 60% of our directors have a tenure of less than six 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 | 60% | | 6-10 Years | 1 | 10% | | 11+ Years | 3 | 30% |

  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 our lead independent 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.

  11. Board Composition

    Board Composition 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 range of tenures on the board which we believe promotes both continuity and fresh perspectives among our directors. Our directors exhibit a balanced mix of tenures, ages, independence, perspectives and backgrounds.

  12. Nominees for Class II Directors

    Nominees for Class II 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 II 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.

  13. Nominees for Class II Directors

    | JAMES D. HOFFMAN | | | | Director since: September 2025 | | | Committees: Compensation and Nominating and Corporate Governance | | | Age: 67 | | DESCRIPTION OF BUSINESS EXPERIENCE: | | | Mr. Hoffman served as Chief Executive Officer of Reliance, Inc., formerly known as Reliance Steel and Aluminum Co., the largest metals service center company in North America, from January 2019 to December 2022 and as President from January 2019 to January 2021. Mr. Hoffman also served on the board of directors of Reliance, Inc. from October 2019 to December 2022. Mr. Hoffman holds a Bachelor of Science degree in Advertising/Marketing from West Virginia University. Mr. Hoffman has over 43 years of operational and mergers and acquisition experience in metals distribution, fabrication, and service center industries, specializing in carbon steel, aluminum and stainless products, as well as approximately three decades of executive experience in strategy development, acquisitions and converting strategic plans into tactical initiatives for both domestic and international companies. | | | QUALIFICATIONS: | | | Mr. Hoffman was selected to serve as a director of our company because of his operational and mergers and acquisition experience in metals distribution, fabrication, and service center industries, as well as his executive experience. Mr. Hoffman was initially identified by our board of director's search committee, comprised of our Chief Executive Officer and certain independent directors, as a director candidate in connection with our continued commitment to board refreshment. | |

  14. Nominees for Class II Directors

    | GLENDA J. MINOR | | | | Director since: June 2025 | | | Committees: Audit and Compensation | | | Age: 69 | | | Other Public Company Board Membership within the Past Five Years: | | | – Albemarle Corporation (2019 - Present) | | | – Curtiss-Wright Corporation (2019 - Present) | | | – Radius Recycling (2020 - July 2025) | | DESCRIPTION OF BUSINESS EXPERIENCE: | | | Ms. Minor has served as Chief Executive Officer and Principal of Silket Advisory Services, a privately owned consulting firm advising companies on financial, strategic and operational initiatives, since 2016. From 2010 to 2016, she served as Senior Vice President and Chief Financial Officer of Evraz North America Limited, a North American steel manufacturer. Ms. Minor also served as Vice President, Finance, Controller, Chief Accounting Officer, and General Auditor of Visteon Corporation, a global automotive supplier that designs, engineers, and manufactures climate, interior, electronic and lighting products for vehicle manufacturers, from 2000 to 2010. She currently serves on the board of directors of Albemarle Corporation, a leading global specialty chemical company and Curtiss-Wright Corporation, a global provider of products and services in the aerospace & defense and industrial markets. She served on the board of directors of Radius Recycling, Inc., a global provider in the metals recycling industry and a manufacturer of finished steel products, from 2020 to July 2025, when Radius | |

  15. Nominees for Class II Directors

    | Recycling, Inc. was acquired by Toyota Tsusho America. Ms. Minor holds a Bachelor of Science degree in accounting from Southern University and a Master of Business Administration degree from Michigan State University. | | QUALIFICATIONS: | | Ms. Minor was selected to serve as a director of our Company because of her extensive financial and business experience in leadership roles with public companies in relevant industries with products serving end markets similar to the Company’s, including her significant finance and accounting experience. Ms. Minor was initially identified by our board of director's search committee, comprised of our Chief Executive Officer and certain independent directors, as a director candidate in connection with our continued commitment to board refreshment. |

  16. Nominees for Class II Directors

    | BRETT E. WILCOX | | | | Director since: July 2006 | | | Committees: Audit, Executive and Sustainability (Chair) | | | Age: 72 | | 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 to serve as a director of our company 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 initially designated by the USW as a director candidate in connection with a search process and, pursuant to the terms of the Director Designation Agreement (described under “Corporate Governance - Director Designation Agreement”), was designated by the USW as a director candidate in connection with our 2008, 2011, 2014, 2017, 2020 and 2023 annual meetings of stockholders and again in 2026 in connection with the Annual Meeting. 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. | |

  17. Continuing Directors

    Continuing Directors Set forth below is information about our continuing directors, including their ages, present principal occupations, other business experiences, directorships in other public companies in the past five years, membership on committees of our board of directors, and reasons why each individual director's specific experience, qualifications, attributes or skills led our board of directors to conclude that the director should serve on our board of directors. Class III Directors – Term Expiring at the 2027 Annual Meeting

  18. Continuing Directors

    | MICHAEL C. ARNOLD | | | | Director since: September 2021 | | | Committee: Executive and Nominating and Corporate Governance (Chair) | | | Age: 69 | | | Other Current Public Company Board Membership within the Past Five Years: | | | – AGCO Corporation (2013 - Present) | | DESCRIPTION OF BUSINESS EXPERIENCE: | | | Mr. Arnold served as the President and Chief Executive Officer of Ryerson Inc., a processor and distributor of industrial metals, from 2011 to 2015, 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: | | | 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 acquisitions and supply chain experience in metals industries. | |

  19. Continuing Directors

    | DAVID A. FOSTER | | | | Director since: June 2009 | | | Committees: Nominating and Corporate Governance and Sustainability | | | Age: 78 | | 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. | |

  20. Continuing 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 the 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 in connection with our 2009, 2012, 2015, 2018, 2021 and 2024 annual meetings of stockholders. However, his experience with our company exceeds 20 years and includes his former role as the primary USW negotiator of our master labor agreement with the USW prior to joining our board of directors. |

  21. Continuing Directors

    | RICHARD P. GRIMLEY | | | | Director since: April 2023 | | | Committees: Compensation and Sustainability | | | Age: 67 | | 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, a global aluminum manufacturing company, 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 of directors nominated 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 in connection with the 2024 annual meeting of stockholders. | |

  22. Continuing Directors

    Class I Directors – Term Expiring at the 2028 Annual Meeting

  23. Continuing Directors

    | KIMBERLY T. GLAS | | | | Director since: January 2025 | | | Committee: Audit and Sustainability | | | Age: 50 | | DESCRIPTION OF BUSINESS EXPERIENCE: | | | Ms. Glas has served as President and Chief Executive Officer of the National Council of Textile Organizations, a business organization for American manufacturers in the textile industry, since May 2019, and previously served as Commissioner of the U.S.-China Economic and Security Review Commission, an independent commission of the United States government focusing on national security implications of bilateral trade and the economic relationship with China, from 2019 to 2024. Ms. Glas has extensive experience in government policy development and advocacy and international trade as well as working with labor unions and environmental organizations, including previously serving as Executive Director and President of the 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. Ms. Glas holds a Bachelor’s degree in history from the State University of New York at Geneseo. | | | QUALIFICATIONS: | | | Ms. Glas has extensive experience in policy development and advocacy, international trade, environmental issues, and working with labor unions and environmental organizations, which allow her to provide guidance and insight to the board and management regarding labor relations, the impact of environmental and regulatory initiatives on US based manufacturers and sustainability. Ms. Glas was designated by the USW as a director candidate pursuant to the terms of our Director Designation Agreement in connection with our 2025 annual meeting of stockholders. | |

  24. Continuing Directors

    | KEITH A. HARVEY | | | | President, Chief Executive Officer and Chairman of the Board | | | Director since: 2020 | | | Committee: Executive (Chair) | | | Age: 66 | | 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. | |

  25. Continuing Directors

    | DONALD J. STEBBINS | | | | Director Since: June 2019 | | | Committees: Compensation (Chair), Executive, and Nominating and Corporate Governance | | | Age: 68 | | | Other Current Public Company Board Membership within the Past Five Years: | | | – Snap-on, Inc. (January 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 Corporation, 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. | |

  26. Design of our 2025 Compensation Program

    | 2025 Compensation Peer Group | | | ATI Inc. | Louisiana-Pacific Corporation | | Cabot Corporation | Mueller Industries, Inc. | | Carpenter Technology Corporation | Radius Recycling, Inc. (f/k/a Schnitzer Steel Industries, Inc.) | | Clearwater Paper Corporation | Ryerson Holding Corporation | | Commercial Metals Company | Silgan Holdings Inc. | | Donaldson Company, Inc. | The TimKen Company | | Greif, Inc. | Trinseo PLC | | Hillenbrand, Inc. | Valmont Industries, Inc. | | ITT Inc. | Watts Water Technologies, Inc. | | John Bean Technologies Corporation | Woodward, Inc. | | Kennametal Inc. | Worthington Industries, Inc. |

  27. Design of our 2025 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 2025, 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 2026, the compensation committee approved the same peer group as 2025, except for the removal of Radius Recycling, Inc. as the company was acquired and its compensation data was no longer publicly available.

  28. Principal Elements of 2025 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 | | | | | | • | 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 |

  29. Principal Elements of 2025 Compensation

    Each compensation element is discussed in detail below. 2025 base salary The compensation committee annually reviews base salaries for our CEO and other executive officers, including our other named executive officers, and determines whether a change is appropriate. In reviewing base salaries, the compensation committee considers factors, including, among others: • level and scope of responsibility; • prior experience; • base salaries paid for comparable positions by our compensation peer group; and • the relationship among base salaries paid within our company. Our intent is to fix base salaries at levels consistent with the design of our overall compensation program for the particular year. In 2025, the base salary of each of our named executive officers, other than Mr. Harvey, was increased by 2% to 3%, principally to align more closely with market and survey information. Pursuant to his request, Mr. Harvey's 2025 base salary remained the same as his salary in 2024 despite his target compensation lagging his peers in our compensation peer group. Base salary rates for our named executive officers in 2025, effective April 1, 2025, were as follows:

  30. Principal Elements of 2025 Compensation

    | Incentive Program | Performance Metric* | Weighting | Modifier | Impact on Multiplier | | Short-Term Incentive Plan | Adjusted EBITDA | 85% | Individual | +/- 100% | | | Safety | 5% | | | | | Quality | 5% | | | | | Delivery | 5% | | |

  31. Principal Elements of 2025 Compensation

    | FEATURES | | |  | Pay for performance | |  | Rigorous performance goals based on Adjusted EBITDA, safety, quality and delivery | |  | 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 100% 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 |

  32. Principal Elements of 2025 Compensation

    Our 2025 STI Plan was an annual cash incentive plan designed to reward participants for achieving certain Adjusted EBITDA, safety, quality and delivery performance goals. Similar to the short-term incentive plan approved by the compensation committee in 2024, our 2025 STI Plan also permitted adjustments to individual payouts, in exceptional instances, 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 2025 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 2024. 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 2025 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 for Adjusted EBITDA performance. Under our 2025 STI Plan, potential payouts between the threshold and target levels and between the target and maximum levels for Adjusted EBITDA were linearly interpolated.

  33. Principal Elements of 2025 Compensation

    | The chart on the right illustrates our annual Adjusted EBITDA performance multipliers for the last three years under our 2023, 2024 and 2025 short-term incentive plans, excluding the impact of the other performance metrics. Effective January 1, 2025, we elected to change our method of accounting for certain inventory from the LIFO method to the WAC method to improve the comparability of our operational results between periods. This accounting change has not been retrospectively applied to the figures for 2023 and 2024 in the chart. Therefore, the reconciliation of Adjusted EBITDA on Appendix A of this Proxy Statement is not applicable for the figures for 2023 and 2024 in the chart. For purposes of awards under the applicable plans, Adjusted EBITDA means GAAP operating income excluding the impact of mark-to-market loss, restructuring costs, acquisition costs, goodwill impairment, non-cash asset impairment charges, other operating non-run-rate loss, depreciation and amortization. | |

  34. Principal Elements of 2025 Compensation

    | Metric | Weighting | Payout Potential | | | | Final Multiplier* | | | | Below Threshold | Threshold | Target | Maximum | | | Adjusted EBITDA | 85.0% | 0.00x | 0.425x | 0.850x | 1.700x | 1.70x | | TCIR | 2.5% | 0.00x | 0.000x | 0.025x | 0.050x | 0.03x | | LCIR | 2.5% | 0.00x | 0.000x | 0.025x | 0.050x | 0.02x | | Quality | 5.0% | 0.00x | 0.000x | 0.050x | 0.100x | 0.00x | | Delivery | 5.0% | 0.00x | 0.000x | 0.050x | 0.100x | 0.10x | | Total | 100% | 0.00x | 0.425x | 1.000x | 2.000x | 1.85x |

  35. Principal Elements of 2025 Compensation

    * Total may not sum due to rounding. The table below sets forth the possible payouts that could have been earned by our named executive officers at each performance level and the actual amounts earned by them under the 2025 STI Plan. In 2025, the short-term incentive targets of our named executive officers, other than Messrs. Harvey and Robb, were increased by 3%, principally to align their targets more closely with market and survey information. Mr. Robb did not receive an increase in his short-term incentive target as he rejoined our company in August 2024. Pursuant to his request, the short-term incentive target of Mr. Harvey remained the same as his target in 2024 despite his target compensation lagging his peers in our compensation peer group.

  36. Principal Elements of 2025 Compensation

    | Name | Below Threshold | Threshold | Target | Maximum | Actual | | Keith A. Harvey | — | $488,750 | $1,150,000 | $2,875,000 | $2,127,500 | | Neal E. West | — | $182,113 | $428,500 | $1,071,250 | $792,725 | | John M. Donnan | — | $182,113 | $428,500 | $1,071,250 | $792,725 | | Thomas H. Robb | — | $136,000 | $320,000 | $800,000 | $592,000 | | Blain A. Tiffany | — | $136,595 | $321,400 | $803,500 | $713,508 | | Jason D. Walsh | — | $159,375 | $375,000 | $937,500 | $693,750 |

  37. Principal Elements of 2025 Compensation

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

  38. Principal Elements of 2025 Compensation

    | FEATURES | | |  | Three-year performance period for performance shares (2025-2027) | |  | Includes retention features by utilizing time-vested restricted stock units representing approximately 50% 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 2025 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 2025-2027 LTI Plan for key employees, including our named executive officers, was approved by the compensation committee on March 5, 2025, and the structure, terms and metrics of the 2025-2027 LTI Plan were generally consistent with those of the long-term incentive plan approved by the compensation committee in 2024 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 2025-2027 LTI Plan provides, with respect to the restricted stock units granted to our named executive officers, that, subject to limited exceptions, the restricted stock units will vest on March 5, 2028. Each restricted stock unit that becomes vested entitles the participant to receive one share of our common stock. The 2025-2027 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 2025-2027 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 2025 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 $1.2 billion and $8.0 billion and between $8.0 billion and $22.7 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 2025-2027 LTI Plan, the payout will be determined based on our Adjusted EBITDA margin using performance goals approved by the compensation committee. For 2025, the compensation committee determined that each named executive officer should receive time-based restricted stock units having an economic value equal to approximately 50% of the named executive officer's target monetary value and a target number of performance shares having an economic value equal to approximately 50% of the named executive officer's target monetary value. In addition, the target monetary values under the 2025-2027 LTI Plan for our named executive officers, other than Mr. Robb, were increased by 2% to 5%, principally to align their targets more closely with market and survey information. Mr. Robb did not participate in our 2024-2026 LTI plan, as he rejoined our company in August 2024. The table below sets forth the target monetary value under our 2025-2027 LTI Plan and the number of restricted stock units and performance shares granted to our named executive officers during 2025:

  41. Principal Elements of 2025 Compensation

    | Name | Target Monetary Value | Number of Restricted Stock Units (1) | Number of Performance Shares (at Target) (2) | | Keith A. Harvey | $3,885,000 | 27,299 | 27,299 | | Neal E. West | $1,017,600 | 7,150 | 7,150 | | John M. Donnan | $964,100 | 6,774 | 6,774 | | Thomas H. Robb | $770,000 | 5,410 | 5,410 | | Blain A. Tiffany | $464,100 | 3,261 | 3,261 | | Jason D. Walsh | $636,500 | 4,472 | 4,472 |

  42. Principal Elements of 2025 Compensation

    | Name | Below Threshold | Threshold | Target | Maximum | | Keith A. Harvey | — | 13,649 | 27,299 | 54,598 | | Neal E. West | — | 3,575 | 7,150 | 14,300 | | John M. Donnan | — | 3,387 | 6,774 | 13,548 | | Thomas H. Robb | — | 2,705 | 5,410 | 10,820 | | Blain A. Tiffany | — | 1,630 | 3,261 | 6,522 | | Jason D. Walsh | — | 2,236 | 4,472 | 8,944 |

  43. Principal Elements of 2025 Compensation

    The beginning average price of $79.54 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 2, 2022 to December 30, 2022. The ending average price of $125.95 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, 2025 to December 31, 2025 . We paid out $9.24 per share of dividends during the 2023 - 2025 performance period. Our TSR of 58.34% for the 2023 through 2025 performance period ranked #11 out of the 55 companies in the S&P SmallCap 600 Materials and S&P MidCap 400 Materials Indices, or the 81st percentile, resulting in a payout of 172% of the performance shares with a relative TSR metric. The chart below illustrates the performance share award payouts based on our relative TSR performance for the 2020-2023, 2022-2024 and 2023-2025 long-term incentive programs:

  44. Principal Elements of 2025 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: | | | | Percentile Ranking | Multiplier | | | < 25th | 0.0x | | | 25th | 0.5x | | | 50th | 1.0x | | | 75th | 1.5x | | | ≥ 90th | 2.0x |

  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. Also as discussed more fully below, in December 2024, we adopted a key employee severance benefit plan (the "Key Employee Severance Benefit Plan") to streamline the severance protection offered to certain key employees and replace the individual change of control agreements with Messrs. Donnan and West and the severance benefits provided under the salaried employee severance plan to certain key employees, including Messrs. Donnan, West, Walsh and Tiffany. Each of our named executive officers, other than Mr. Tiffany, currently participates in the Key Employee Severance Benefit Plan. Mr. Tiffany's role and responsibilities were assumed by Hugh (Jack) J. Barger, III effective January 1, 2026, as part of our succession planning for Mr. Tiffany in connection with his anticipated retirement. As part of the planned transition, on January 7, 2026, we entered into a transition letter with Mr. Tiffany. Pursuant to the terms of the transition letter, effective January 1, 2026, Mr. Tiffany (i) serves as the Company’s Advisor to the Chief Executive Officer and will remain an employee of the Company through December 31, 2026 (the “Transition Period”), (ii) will provide transition services through the Transition Period, (iii) continues to receive his base salary and participate in the Company’s incentive compensation plans through the Transition Period, (iv) retains his outstanding grants under the Company’s long term incentive programs without proration, (v) is entitled to the continuation of customary benefits during the Transition Period and (vi) no longer participates in the Kaiser Aluminum Key Employee Severance Benefit Plan.

  46. 2025 Summary Compensation Table

    2025 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); (3) each of John M. Donnan, Thomas H. Robb and Blain A. Tiffany, our three other most highly compensated executive officers (based on total compensation for 2025) who were serving as executive officers as of the end of 2025, and (4) Jason D. Walsh, who would have been one of our three other most highly compensated executive officers (based on total compensation for 2025) but for the fact that he was not serving as an executive officer at the end of 2025.

  47. 2025 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, | 2025 | $1,000,000 | $4,212,188 | $2,127,500 | $6,480 | $568,667 | $7,914,836 | | President and Chief | 2024 | $1,000,000 | $4,126,783 | $1,097,100 | — | $404,604 | $6,628,487 | | Executive Officer | 2023 | $983,750 | $4,012,956 | $985,550 | — | $225,604 | $6,207,860 | | Neal E. West, | 2025 | $574,275 | $1,103,234 | $792,725 | — | $172,243 | $2,642,477 | | Executive Vice President | 2024 | $556,200 | $1,101,891 | $396,864 | — | $119,755 | $2,174,710 | | and Chief Financial Officer | 2023 | $527,500 | $1,030,285 | 342,800 | — | $110,124 | $2,010,709 | | John M. Donnan, | 2025 | $558,300 | $1,045,213 | $792,725 | $5,823 | $267,061 | $2,669,122 | | Executive Vice President, Chief | 2024 | $540,750 | $1,043,896 | $396,864 | — | $151,358 | $2,132,868 | | Administrative Officer and | 2023 | $517,500 | $976,050 | $342,800 | — | $216,033 | $2,052,383 | | General Counsel | | | | | | | | | Thomas H. Robb, | 2025 | $517,200 | $834,754 | $592,000 | — | $562,002 | $2,505,957 | | Senior Vice President - | | | | | | | | | Manufacturing | | | | | | | | | Blain A. Tiffany, | 2025 | $478,575 | $503,161 | $713,508 | — | $152,079 | $1,847,323 | | Advisor to the CEO; Former | 2024 | $463,500 | $492,871 | $297,648 | — | $170,497 | $1,424,516 | | Executive Vice President - | 2023 | $443,750 | $649,343 | $257,100 | — | $138,064 | $1,488,257 | | Sales and Marketing (5) | | | | | | | | | Jason D. Walsh, | 2025 | $464,750 | $690,020 | $693,750 | — | $191,810 | $2,040,330 | | Former Executive Vice President - | 2024 | $515,000 | $695,969 | $347,256 | — | $160,581 | $1,718,807 | | Manufacturing (5) | 2023 | $491,250 | $839,065 | $299,950 | — | $148,191 | $1,778,456 |

  48. 2025 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 2025 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. 2025 Summary Compensation Table

    | | | Aggregate Grant Date Fair Value | | | Name | Year | At Probable Performance | At Maximum Performance | | Keith A. Harvey | 2025 | $2,328,557 | $4,432,577 | | Neal E. West | 2025 | $609,884 | $1,160,960 | | John M. Donnan | 2025 | $577,807 | $1,099,892 | | Thomas H. Robb | 2025 | $461,464 | $878,433 | | Blain A. Tiffany | 2025 | $278,152 | $529,471 | | Jason D. Walsh | 2025 | $381,452 | $726,119 |

  50. 2025 Summary Compensation Table

    * For information regarding the assumptions made in the valuation of restricted stock units and performance share awards with respect to our 2025 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, 2025. 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, 2023, December 31, 2024 and December 31, 2025 and (b) applying a discount rate of 4.89%, 5.40% and 5.01% per annum as of December 31, 2023, December 31, 2024 and December 31, 2025, respectively, to determine the actuarial present value of the accumulated benefit at December 31 of the preceding year and a discount rate of 2.49%, 4.89% and 5.40% 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. 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. 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.

  51. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The table below sets forth information regarding grants of plan-based awards made to our named executive officers during 2025.

  52. Grants of Plan-Based Awards in 2025

    | | | 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 units (#) | Grant Date Fair Value of Stock and Option Awards (3) (#) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Keith A. Harvey | — | $488,750 | $1,150,000 | $2,875,000 | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 27,299(4) | $1,883,631 | | | 3/5/2025 | — | — | — | 13,649 | 27,299 | 54,598 | — | $2,328,557 | | Neal E. West | — | $182,113 | $428,500 | $1,071,250 | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 7,150(4) | $493,350 | | | 3/5/2025 | — | — | — | 3,575 | 7,150 | 14,300 | — | $609,884 | | John M. Donnan | — | $182,113 | $428,500 | $1,071,250 | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 6,774(4) | $467,406 | | | 3/5/2025 | — | — | — | 3,387 | 6,774 | 13,548 | — | $577,807 | | Thomas H. Robb | — | $136,000 | $320,000 | $800,000 | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 5,410(4) | $373,290 | | | 3/5/2025 | — | — | — | 2,705 | 5,410 | 10,820 | — | $461,464 | | Blain A. Tiffany | — | $136,595 | $321,400 | $803,500 | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 3,261(4) | $225,009 | | | 3/5/2025 | — | — | — | 1,630 | 3,261 | 6,522 | — | $278,152 | | Jason D. Walsh | — | $159,375 | $375,000 | $937,500 | — | — | — | — | — | | | 3/5/2025 | — | — | — | — | — | — | 4,472(4) | $308,568 | | | 3/5/2025 | — | — | — | 2,236 | 4,472 | 8,944 | — | $381,452 |

  53. Grants of Plan-Based Awards in 2025

    (1) Reflects the threshold, target and maximum award amounts under our 2025 STI Plan for our named executive officers. Actual amounts earned under the 2025 STI Plan are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. Under our 2025 STI Plan, individual participant awards may be adjusted up or down 100% in recognition of exceptional performance, subject to a maximum final award multiplier of 2.5 times the target. (2) Reflects the number of performance shares that generally will become vested and earned for each of the named executive officers under our 2025 - 2027 LTI Plan in 2028 at the threshold, target and maximum performance levels. No performance shares will vest under the 2025 - 2027 LTI Plan if our company's performance does not reach the threshold performance required for either applicable metric during the three-year performance period. (3) 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. Reflects the number of restricted stock units received by the named executive officer pursuant to regular annual awards granted effective March 5, 2025.

  54. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The table below sets forth the information regarding equity awards held by our named executive officers as of December 31, 2025 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, 2025

    | | 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 | 17,429(2) | $2,001,895 | 52,288(5) | $6,005,800 | | | 27,471(3) | $3,155,319 | 54,942(6) | $6,310,638 | | | 27,299(4) | $3,135,563 | 54,598(7) | $6,271,126 | | Neal E. West | 4,475(2) | $513,999 | 13,424(5) | $1,541,881 | | | 7,335(3) | $842,498 | 14,670(6) | $1,684,996 | | | 7,150(4) | $821,249 | 14,300(7) | $1,642,498 | | John M. Donnan | 4,239(2) | $486,892 | 12,718(5) | $1,460,789 | | | 6,949(3) | $798,162 | 13,898(6) | $1,596,324 | | | 6,774(4) | $778,062 | 13,548(7) | $1,556,123 | | Thomas H. Robb | 9,094(8) | $1,044,537 | 10,820(7) | $1,242,785 | | | 5,410(4) | $621,393 | | | | Blain A. Tiffany | 2,002(2) | $229,950 | 6,006(5) | $689,849 | | | 2,500(9) | $287,150 | 6,562(6) | $753,711 | | | 3,281(3) | $376,856 | 6,522(7) | $749,117 | | | 3,261(4) | $374,558 | | | | Jason D. Walsh | 2,826(2) | $324,594 | 8,478(5) | $973,783 | | | 2,500(9) | $287,150 | 9,266(6) | $1,064,293 | | | 4,633(3) | $532,146 | 8,944(7) | $1,027,308 | | | 4,472(4) | $513,654 | | |

  56. Outstanding Equity Awards at December 31, 2025

    (1) Reflects the aggregate market value determined based on a per share price of $114.86, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025. (2) 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 vested on March 5, 2026, with each entitling the named executive officer to one share of common stock. Reflects the number of restricted stock units received by the named executive officer pursuant to awards granted effective March 5, 2024. All such restricted stock units will vest on March 5, 2027 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, 2027, the restricted stock units will remain outstanding and vest on March 5, 2027 (or earlier in the event of his disability or death or a change in control). If the named executive officer's employment is terminated before March 5, 2027 as a result of the named executive officer's retirement at or after age 65, a prorated portion of such restricted stock units, determined based on the actual days of the named executive officer's employment during the restriction period, will remain outstanding and vest on March 7, 2027 (or earlier in the event of the named executive officer's death or disability 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, 2025. All such restricted stock units granted will vest on March 5, 2028 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, 2028, the restricted stock units will remain outstanding and vest on March 5, 2028 (or earlier in the event of his disability or death or a change in control). If the named executive officer's employment is terminated before March 5, 2028 as a result of the named executive officer's retirement, a prorated portion of such restricted stock units, determined based on the actual days of the named executive officer's employment during the restriction period, will remain outstanding and vest on March 5, 2028 (or earlier in the event of the named executive officer's death or disability or a change in control). (5) Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2023. The compensation committee certified the performance level achieved during the three-year performance period on March 5, 2026 and, based on the certified performance level, 183% of the target performance shares received by the named executive officers were earned. (6) Reflects the maximum number of performance shares the named executive officer may receive pursuant to awards granted effective March 5, 2024. 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, 2027 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, 2027. If, prior to December 31, 2026, 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, 2026, 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. If, prior to December 31, 2026, the employment of the named executive officer terminates as a result of the named executive officer's retirement at or after age 65, the performance shares granted to the named executive officer will remain outstanding and the number of performance shares, if any, earned will be determined based on the performance level achieved during the performance period and prorated based on the actual days of the named executive officer's employment during the performance period. (7) Reflects the maximum number of performance shares the named executive officer may receive pursuant to awards granted effective March 5, 2025. 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, 2028 and the date on which the compensation committee certifies the performance level achieved, which shall be no later than March 15, 2028. If, prior to December 31, 2027, 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, 2027, 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. If, prior to December 31, 2027, the employment of the named executive officer terminates as a result of the named executive officer's retirement at or after age 65, the performance shares granted to the named executive officer will remain outstanding and the number of performance shares, if any, earned will be determined based on the performance level achieved during the performance period and prorated based on the actual days of the named executive officer's employment during the performance period. Reflects the number of restricted stock units received by the named executive officer pursuant to an award granted effective September 23, 2024. All such restricted stock units will vest on March 5, 2027 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, 2027, the restricted stock units will remain outstanding and vest on March 5, 2027 (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 vested on March 5, 2026.

  57. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The table below sets forth information regarding the vesting during 2025 of performance shares and restricted stock units granted to our named executive officers.

  58. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Keith A. Harvey | 20,287 | $1,399,803 | | Neal E. West | 5,752 | $396,888 | | John M. Donnan | 5,752 | $396,888 | | Thomas H. Robb | — | — | | Blain A. Tiffany | 23,127 | $1,710,163 | | Jason D. Walsh | 23,829 | $1,758,601 |

  59. Option Exercises and Stock Vested in 2025

    (1) Reflects the aggregate market value of (i) restricted stock units granted in March 2022 that vested on March 5, 2025, determined based on a per share price of $69.00, 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) shares of common stock that were received upon the vesting on March 5, 2025 of 44% of the target number of performance shares granted to our named executive officers in 2022 based on actual results over the three-year performance period, determined based on a per share price of $69.00, and (iii) for Messrs. Tiffany and Walsh, additional restricted stock units granted in August 2020 that vested on August 12, 2025, determined based on a per share price of $74.72, 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, 2025

    Pension Benefits as of December 31, 2025 The table below sets forth information regarding the present value as of December 31, 2025 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, 2025

    | 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 | $524,951 | | Neal E. West | Kaiser Aluminum Salaried Employees Retirement Plan | — | — | | John M. Donnan | Kaiser Aluminum Salaried Employees Retirement Plan | 10.25 | $373,916 | | Thomas H. Robb | Kaiser Aluminum Salaried Employees Retirement Plan | — | — | | Blain A. Tiffany | Kaiser Aluminum Salaried Employees Retirement Plan | — | — | | Jason D. Walsh | Kaiser Aluminum Salaried Employees Retirement Plan | — | — |

  62. Pension Benefits as of December 31, 2025

    (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 5.01% 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 2025

    Nonqualified Deferred Compensation for 2025 The table below sets forth, for each of our named executive officers, information regarding his participation in our Restoration Plan during 2025. For additional information about our Restoration Plan, see "- Restoration Plan."

  64. Nonqualified Deferred Compensation for 2025

    | Name | Registrant Contributions in Last FY (1) | Aggregate Earnings in Last FY (2)(3) | Aggregate Balance at Last FYE (4) | | Keith A. Harvey | $209,652 | $388,815 | $3,053,409 | | Neal E. West | $37,268 | $43,589 | $381,771 | | John M. Donnan | $60,516 | $234,560 | $1,970,194 | | Thomas H. Robb | $16,038 | — | $16,038 | | Blain A. Tiffany | $25,573 | $20,152 | $231,725 | | Jason D. Walsh | $31,737 | $10,114 | $249,835 |

  65. Nonqualified Deferred Compensation for 2025

    (1) In each case, 100% of such amount is included in the amounts for 2025 reflected in the "All Other Compensation" column of the 2025 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, $1,306,506 for Mr. Harvey, $134,393 for Mr. West, $737,862 for Mr. Donnan, $0 for Mr. Robb, $97,096 for Mr. Tiffany and $70,473 for Mr. Walsh 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 31, 2025 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 31, 2025, the last business day of 2025, under the following circumstances: • voluntary termination by the named executive officer prior to age 65, except for Messrs. Harvey, West and Tiffany, who turned age 65 during 2024; • 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 Messrs. Harvey, West and Tiffany (but not for Messrs. Donnan, Robb or Walsh because none of such named executive officers had reached age 65 as of December 31, 2025); • 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 | N/A | N/A | N/A | N/A | N/A | | | Termination for Cause | $96,154 | — | — | — | $96,154 | | | Termination by us without Cause or by NEO with Good Reason | $96,154 | $6,527,772 | $20,662,170 | $3,053,409 | $30,339,505 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $96,154 | $7,649,209 | $24,984,542 | $3,053,409 | $35,783,314 | | | Retirement | $2,223,654 | — | $13,820,399 | $3,053,409 | $19,097,462 | | | Disability (5) | $2,223,654 | $292,299 | $20,662,170 | $3,053,409 | $26,231,532 | | | Death (6) | $2,223,654 | $250,000 | $20,662,170 | $3,053,409 | $26,189,233 | | West | Voluntary Termination | N/A | N/A | N/A | N/A | N/A | | | Termination for Cause | $55,625 | — | — | — | $55,625 | | | Termination by us without Cause or by NEO with Good Reason | $55,625 | $1,831,993 | $5,382,467 | $381,771 | $7,651,856 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $55,625 | 2,874,284 | $6,523,368 | $381,771 | $9,835,048 | | | Retirement | $848,350 | — | $3,587,284 | $381,771 | $4,817,405 | | | Disability (5) | $848,350 | $— | $5,382,467 | $381,771 | $6,612,588 | | | Death (6) | $848,350 | $250,000 | $5,382,467 | $381,771 | $6,862,588 | | Donnan | Voluntary Termination | $54,077 | — | — | $1,970,194 | $2,024,271 | | | Termination for Cause | $54,077 | — | — | — | $54,077 | | | Termination by us without Cause or by NEO with Good Reason | $54,077 | $1,829,893 | $5,099,260 | $1,970,194 | $8,953,423 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $54,077 | $2,868,789 | $6,180,038 | $1,970,194 | $11,073,098 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Disability (5) | $846,802 | $331,274 | $5,099,260 | $1,970,194 | $8,247,530 | | | Death (6) | $846,802 | $1,000,000 | $5,099,260 | $1,970,194 | $8,916,256 | | Robb | Voluntary Termination | $39,969 | — | — | $231,725 | $271,694 | | | Termination for Cause | $39,969 | — | — | — | $39,969 | | | Termination by us without Cause or by NEO with Good Reason | $39,969 | $1,477,968 | $2,295,653 | 16,038 | $3,829,628 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $39,969 | $2,366,513 | $2,805,718 | 16,038 | $5,228,238 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Disability (5) | $631,969 | $1,581,746 | $2,295,653 | 16,038 | $4,525,406 | | | Death (6) | $631,969 | $1,000,000 | $2,295,653 | 16,038 | $3,943,660 | | Tiffany | Voluntary Termination | N/A | N/A | N/A | N/A | N/A | | | Termination for Cause | $46,356 | — | — | — | $46,356 | | | Termination by us without Cause or by NEO with Good Reason | $46,356 | $1,156,213 | $2,718,930 | $231,725 | $4,153,224 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $46,356 | $2,007,438 | $3,235,077 | $231,725 | $5,520,594 | | | Retirement | $759,864 | — | $1,901,931 | $231,725 | $2,893,520 | | | Disability (5) | $759,864 | $253,522 | $2,718,930 | $231,725 | $3,964,041 | | | Death (6) | $759,864 | $1,000,000 | $2,718,930 | $231,725 | $4,710,519 | | Walsh | Voluntary Termination | $51,500 | — | — | $249,835 | $301,335 | | | Termination for Cause | $51,500 | — | — | — | $51,500 | | | Termination by us without Cause or by NEO with Good Reason | $51,500 | $1,644,397 | $3,689,837 | $249,835 | $5,635,569 | | | Termination by us without Cause or by NEO with Good Reason Following CIC | $51,500 | $2,597,985 | $4,406,283 | $249,835 | $7,305,603 | | | Retirement | N/A | N/A | N/A | N/A | N/A | | | Disability (5) | $745,250 | $1,882,493 | $3,689,837 | $249,835 | $6,567,415 | | | Death (6) | $745,250 | $1,000,000 | $3,689,837 | $249,835 | $5,684,922 |

  69. Quantitative Disclosure

    Includes payment for any accrued but unpaid vacation, as applicable; assumes that there is no earned but unpaid 2025 base salary at December 31, 2025, that all 2025 vacation was used, and that Messrs. Donnan, Harvey, Tiffany and West had five weeks of vacation and Mr. Robb had four weeks of vacation. For termination as a result of retirement, disability or death, also includes payment under our 2025 STI Plan, determined based on actual performance. 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, payment under our 2025 STI Plan, determined based on actual performance, 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 31, 2025 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 2026, and (iii) assuming a 10% increase in the cost of medical and dental coverage for 2027 as compared to 2026; (b) the value of any continuation of disability benefits commencing on December 31, 2025 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 5.01% per annum; (c) the value of any continuation of life insurance benefits commencing on December 31, 2025 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 5.01% per annum; and (d) the value of any continuation of perquisites commencing on December 31, 2025 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 $114.86, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025, 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, (2) with respect to the performance shares granted to him effective March 5, 2023, 183% of the target performance shares were earned or vested in March 2026, and (3) the target number of performance shares granted to him effective March 5, 2024 and March 5, 2025; (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, and (2) with respect to the performance shares granted to him effective March 5, 2024 and March 5, 2025, 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 31, 2025; and in the case of termination as a result of retirement for Messrs. Harvey, West and Tiffany, (1) except for the special award of 2,500 restricted stock units granted to Mr. Tiffany effective March 5, 2023, a prorated portion of the restricted stock units, determined based on the actual days of his employment during the applicable restriction period, would have remained outstanding and would vest on their original vesting dates, (2) with respect to the performance shares granted to him effective March 5, 2023, the actual number such performance shares earned and vested in March 2026, and (3) with respect to the performance shares granted to him effective March 5, 2024 and March 5, 2025, 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 and prorated based on the actual days of his employment during the applicable performance period; and 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, 2023, March 5, 2024 and March 5, 2025 and, in the case of Messrs. Walsh and Tiffany, August 12, 2020 and April 15, 2022, (2) with respect to the performance shares granted to him effective March 5, 2023, the actual number such performance shares earned and vested in March 2026, and (3) the target number of performance shares granted to him effective March 5, 2024 and March 5, 2025. Pursuant to the terms of the performance shares granted to the named executive officers effective March 5, 2023, March 5, 2024 and March 5, 2025, 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, 2023, March 5, 2024, and March 5, 2025, 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 31, 2025. (4) 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. (5) 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)

  70. Quantitative Disclosure

    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, which 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.

  71. Pay Ratio

    Pay Ratio For the year ended December 31, 2025, (1) the annual total compensation of Mr. Harvey, our CEO, was $7,914,836 (the same amount as reported for him for 2025 in the Summary Compensation Table above); (2) the annual total compensation of our median employee (defined below) was $94,754; 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 84:1. 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, 2025 was determined in the same manner as the total compensation shown for Mr. Harvey in the 2025 Summary Compensation Table. We identified our median employee using the following methodology: • we prepared a list of all employees as of December 31, 2025, 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, 2025; we ranked the annual gross income of all employees for the year ended December 31, 2025, 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").

  72. 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 officer (“PEO”) and to our non-PEO named executive officers and certain financial performance of the Company.

  73. Pay Versus Performance

    | Year | Summary Compensation Table (SCT) Total for PEO ($) | Compensation actually paid to PEO (1)(2)(3) ($) | 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)(7) | Adjusted EBITDA ($ millions) (7)(8) | | | | | | | TSR ($) | Peer Group TSR (5) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $7,914,836 | $20,858,017 | $2,341,042 | $4,743,731 | $140.26 | $154.36 | $113 | $310 | | 2024 | $6,628,487 | $6,358,235 | $1,862,725 | $1,863,616 | $82.41 | $134.78 | $47 | $217 | | 2023 | $6,207,860 | $4,594,973 | $1,934,172 | $1,666,028 | $80.10 | $133.42 | $47 | $210 | | 2022 | $5,123,725 | $1,614,307 | $1,465,483 | $639,781 | $81.86 | $111.20 | $(30) | $142 | | 2021 | $5,505,512 | $2,519,794 | $2,052,660 | $1,363,746 | $97.62 | $118.41 | $(19) | $185 |

  74. Pay Versus Performance

    ______________ (1) For 2025, the PEO is Mr. Harvey and the non-PEO named executive officers are Messrs. West, Donnan, Robb, Tiffany and Walsh. For 2024 and 2022, the PEO is Mr. Harvey and the non-PEO named executive officers are Messrs. West, Donnan, Walsh and Tiffany. For 2023 and 2021, the PEO is Mr. Harvey and the non-PEO named executive officers are Messrs. West, Donnan, Walsh and Raymond D. Parkinson. (2) The fair value of equity awards for the purposes of calculating 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 the PEO for 2025:

  75. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | $7,914,836 | $(6,480) | $(4,212,188) | $17,161,849 | $20,858,017 |

  76. 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:

  77. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total Inclusion of Equity Values for PEO ($) | | 2025 | $8,336,213 | $8,835,779 | $(10,143) | $17,161,849 |

  78. 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 for 2025:

  79. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | | 2025 | $2,341,042 | $(1,165) | $(835,276) | $3,239,130 | $4,743,731 |

  80. 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:

  81. 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 ($) | Total Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | $1,653,068 | $1,533,829 | $52,233 | $3,239,130 |

  82. Pay Versus Performance

    For purposes of this disclosure, the peer group is the S&P 600 SmallCap Materials Index. (6) Net income (loss) is calculated in accordance with GAAP, as previously reported. (7) Effective January 1, 2025, we elected to change our method of accounting for certain inventory from the LIFO method to the WAC method to improve the comparability of our operational results between periods. This accounting change has not been retrospectively applied to the calculation of Net Income (Loss) or Adjusted EBITDA in the Pay Versus Performance table above or the related relationship graphs below. (8) 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 graphs below show 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 each of our previously reported Adjusted EBITDA, previously reported net income and TSR for fiscal years 2021 through 2025, plus the relationship between our TSR and Peer Group TSR for fiscal years 2021 through 2025. See the section entitled “Executive Compensation - Compensation Discussion and Analysis” for a discussion of compensation paid to our named executive officers.

  83. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income The table below describes 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 previously reported Net Income (Loss) for fiscal years 2021 through 2025.

  84. Compensation Actually Paid versus Adjusted EBITDA

    Compensation Actually Paid versus Adjusted EBITDA The table below describes 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 previously reported Adjusted EBITDA for fiscal years 2021 through 2025.

  85. 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 2021 to 2025. The table above also describes the relationship between our one-, two-, three-, four- and five-year cumulative TSR compared to the weighted average one-, two-, three-, four- and five-year cumulative TSR of the companies in the S&P SmallCap 600 Materials Index. Our TSR during 2021 through 2022 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.

  86. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below sets forth certain information concerning compensation of our executive chair and non-employee directors who served in 2025.

  87. Director Compensation for 2025

    Director Compensation for 2025

  88. Director Compensation for 2025

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Michael C. Arnold | $135,000 | $151,333 | $5,157 | $291,491 | | David A. Foster | $105,000 | $151,333 | $5,157 | $261,491 | | Kimberly T. Glas | $155,125 | $205,746 | $5,321 | $366,192 | | Richard P. Grimley | $105,000 | $151,333 | $5,157 | $261,490 | | James D. Hoffman | $78,750 | $107,486 | $1,050 | $187,286 | | Lauralee E. Martin | $119,500 | $151,333 | $5,157 | $275,991 | | Glenda J. Minor | $109,500 | $151,333 | $2,934 | $263,767 | | Teresa M. Sebastian (4) | — | — | $2,224 | $2,224 | | Donald J. Stebbins | $112,500 | $151,333 | $5,157 | $268,991 | | Brett E. Wilcox | $117,000 | $151,333 | $5,157 | $273,491 | | Kevin W. Williams | $105,000 | $151,333 | $5,157 | $261,491 |

  89. Director Compensation for 2025

    (1) Reflects (a) annual retainer of $90,000 for each non-employee director, except Mr. Hoffman, (b) any additional annual retainer for serving as Lead Independent Director or chair or member of a committee of the board of directors, (c) for Ms. Glas, who was appointed to our board in January 2025, an additional pro-rated annual retainer of $45,625 to reflect service on the board of directors of less than a full year for the 2024 to 2025 service year, and (d) for Mr. Hoffman, who was appointed to our board on September 18, 2025, a pro-rated annual retainer of $78,750 to reflect service on the board of directors of less than a full year for the 2025 to 2026 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 the non-employee director's annual cash retainer, including retainers for serving as Lead Independent Director or a committee chair. In 2025: Mr. Arnold received 918 shares of common stock in lieu of $67,762 of his annual retainer; Mr. Hoffman elected to receive 1,022 shares of common stock in lieu of $78,725 of his annual retainer; Ms. Martin elected to receive 1,626 shares of common stock in lieu of $119,491 of her annual retainer; Ms. Minor elected to receive 1,490 shares of common stock in lieu of $109,496 of her annual retainer; and Mr. Wilcox elected to receive 1,592 shares of common stock in lieu of $116,992 of his annual retainer. In each case, except for the case of Mr. Hoffman and the pro-rated annual retainer to Ms. Glas, the number of shares received was determined based on a per share price of $73.49, 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 June 10, 2025, the award date of the annual retainers. In the case of Ms. Glas, the number of shares received in connection with her pro-rated annual retainer was determined based on a per share price of $75.19, 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 January 1, 2025, the date she was appointed to our board of directors. In the case of Mr. Hoffman, the number of shares received was determined based on a per share price of $77.03, 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 September 18, 2025, the date he was appointed to our board of directors and the award date of his annual retainer. 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 10, 2025, in accordance with our director compensation policy described below, each non-employee director, other than Mr. Hoffman, received a grant of restricted stock having a targeted value of $140,000; 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 $73.49, resulting in the issuance of 1,905 shares of restricted stock to each non-employee director. On January 1, 2025, Ms. Glas was appointed to our board and also received a grant of restricted stock having a targeted value of $58,333; 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 $75.19, resulting in the issuance of 775 shares of restricted stock. On September 18, 2025, Mr. Hoffman was appointed to our board and received a grant of restricted stock having a targeted value of $105,000; 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 $77.03, resulting in the issuance of 2,385 shares of restricted stock. For additional information regarding the assumptions made in the valuation of restricted stock awards with respect to our 2025 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, 2025. As of December 31, 2025, each non-employee director held 1,905 shares of restricted stock, except for Ms. Glas and Mr. Hoffman, who held 2,219 and 1,363 shares of restricted stock, respectively. The restrictions on 100% of the shares of restricted stock granted to non-employee directors will lapse on June 11, 2026 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 775 shares of restricted stock held by Ms. Glas and 1,363 shares of restricted stock held by Mr. Hoffman. The restriction on 775 shares of restricted stock held by Ms. Glas lapsed on January 10, 2026, and the restriction on 1,363 shares of restricted stock held by Mr. Hoffman will lapse on September 18, 2026. Each non-employee director will receive all dividends and other distributions paid with respect to the shares of restricted stock the director 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. (4) Ms. Sebastian's term ended at our 2025 annual meeting, and she did not receive an annual or equity retainer for the 2025-2026 service period.

  90. 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. Our current director compensation policy was recommended by the compensation committee and approved by our board of directors In June 2024, and there were no changes made in 2025. 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 $140,000. 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, other than the audit committee, each receives an additional annual retainer of $15,000, and the members of each committee of the board, other than the audit committee, each receive $7,500 for each committee served, with all such amounts payable at the same time as the annual retainer; and each non-employee director receives $12,000 for serving on the audit committee or $22,000 for serving as the audit committee chairperson. 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. For any director who joins our board mid-service year, we prorate the annual retainers and grant of restricted stock based on the number of months the director will serve during the applicable service year. If the number of the Company’s board or committee meetings during the year exceeds a reasonable number of expected meetings, the Company will pay an additional meeting fee of $1,500 per day for each meeting attended in person and $750 per day for each meeting attended by phone or virtually to each affected member of the board or committee for each excess meeting. Each non-employee director may elect to receive shares of common stock in lieu of any or all of the 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 the director's 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, as well director board education programs, and non-employee directors are provided accident insurance with respect to company-related business travel.