Kaiser Aluminum (KALU) Proxy filing summary

Executive summary

• 2025 saw strong financial performance with net sales of $3.37B, net income of $113M, and record adjusted EBITDA of $310M, reflecting margin improvement and enhanced profitability compared to 2024.

• Major capital investments were completed, including a fourth coating line at Warrick and Phase VII expansion at Trentwood, positioning the company for future growth.

• Liquidity was strengthened by extending a $575M credit facility to 2030, issuing $500M in senior notes due 2034, and redeeming $500M in notes due 2028, reducing net leverage to 3.4x.

• $137M was invested in capital expenditures and $51M returned to shareholders via dividends, marking the 19th consecutive year of dividend payments.

• The company advanced sustainability, safety, and workforce development initiatives, and maintained strong stakeholder engagement.

Voting matters and shareholder proposals

• Election of three directors for three-year terms expiring at the 2029 annual meeting.

• Advisory vote to approve named executive officer compensation.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

• Approval of amendment and restatement of the 2021 Equity and Incentive Compensation Plan, increasing available shares by 395,000.

Board of directors and corporate governance

• Board consists of 10 members, 90% independent, with diverse backgrounds and an average tenure of seven years.

• 60% of directors have a tenure of less than six years, reflecting ongoing board refreshment.

• Five standing committees: executive, audit, compensation, nominating and corporate governance, and sustainability, all chaired by independent directors.

• Director Designation Agreement with USW extended to 2030, ensuring at least 40% of board members are USW nominees.

• Robust annual board and committee assessments, succession planning, and stockholder engagement practices.