Kaiser Aluminum Corp

This proposal asks shareholders to cast a non-binding, advisory vote approving the company’s named executive officer (NEO) compensation as disclosed in the proxy statement. Management seeks this advisory approval to confirm stockholder support for its pay programs and to demonstrate continuing alignment between executive pay and company performance; the vote is required under Dodd‑Frank and customary governance practice. The company’s compensation program emphasizes pay‑for‑performance with a material portion of CEO and senior officer pay “at risk” and tied to multi-year performance metrics — including relative total shareholder return (TSR) and Adjusted EBITDA margin — supplemented by an annual short‑term incentive tied primarily to Adjusted EBITDA and operational metrics (safety, quality, delivery). The compensation committee uses an independent advisor and a peer group analysis to set pay levels and mixes, and retains features intended to discourage excessive risk-taking (caps, clawbacks, multi‑year vesting, no repricing without shareholder approval). Management notes strong prior shareholder support (98.2% approval in 2025) and represents that the program incorporates stockholder feedback and market practice. The board’s recommendation to vote FOR is grounded in the belief the program aligns management incentives with long‑term stockholder value, supports retention of experienced leadership, and balances short‑ and long‑term objectives. The vote is advisory only; however, management commits to consider the outcome in future compensation decisions and to maintain engagement with institutional investors about pay design and outcomes.

This proposal seeks shareholder approval to amend and restate the Company’s 2021 Equity and Incentive Compensation Plan to increase the share pool by 395,000 shares, yielding a total potential reserve of 1,183,000 shares (subject to adjustment rules). Management is requesting approval because equity awards are a core element of the Company’s compensation strategy used to attract, retain and incentivize employees and non-employee directors and to align their interests with long‑term shareholder value. The Amended Plan contains features intended to limit dilution and protect shareholders, including no evergreen provisions, anti‑repricing without shareholder approval, prohibitions on discounted options/SARs (except in certain substitutions), share counting rules that avoid liberal recycling for options and SARs, individual limits on director compensation, and a default double‑trigger change‑in‑control treatment (although current award forms provide single‑trigger treatment). The company discloses projected equity overhang and burn‑rate metrics and explains the board and compensation committee believe the additional shares will support anticipated grant practices for multiple years under historical usage assumptions. The board also highlights governance controls: minimum one‑year vesting (with limited exceptions), clawback/recapture policies, and restrictions on repricing, while the compensation committee retains discretion over award types, sizes, and recipient eligibility. Management estimates the requested shares would last approximately six years under historical grant rates but notes actual usage depends on stock price, hiring, promotions, and plan design; the recommendation to vote FOR is grounded on the need for a competitive equity program to support execution of strategy, balanced against plan features that mitigate dilution and align awards to performance.