Blain A. Tiffany
KAISER ALUMINUMAbout Blain A. Tiffany
Blain A. Tiffany is Executive Vice President – Sales and Marketing at Kaiser Aluminum, a role he has held since April 2022 after serving as SVP – Sales and Marketing (Jan 2020–Apr 2022) and earlier VP roles since joining Kaiser in 2013. He is 66 years old and has a B.S. in Business Administration from Almeda College and completed the Strategic Metals Management Program at the Olin Business School, Washington University in St. Louis; prior to Kaiser he spent 34 years in metals distribution, including 13 years at A.M. Castle & Co. as President of multiple divisions . Company performance context for incentive alignment: 2024 net sales $3.02B, adjusted EBITDA $241M, net income $65.7M, with a 0.95x STI multiplier for 2024 and a 0.44x payout for the 2022–2024 LTI plan (relative TSR earned, EBITDA margin did not) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kaiser Aluminum | EVP – Sales & Marketing | Apr 2022–present | Executive leadership of Sales & Marketing |
| Kaiser Aluminum | SVP – Sales & Marketing | Jan 2020–Apr 2022 | Senior leadership of sales/marketing |
| Kaiser Aluminum | VP – Sales & Marketing, High Strength & General Engineering Products | Jul 2014–Dec 2020 | Led sales/marketing for high-strength and general engineering products |
| Kaiser Aluminum | VP – Marketing, Hard Alloy Extrusions, Pipe & Tube | 2013–2014 | Joined Kaiser; led marketing for hard alloy extrusions/pipe/tube |
| A.M. Castle & Co. | President – Steel Plate; President – Aerospace; President – Industrial (various) | 13 years (dates not specified) | Division president roles in metals distribution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in the proxy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Paid ($) | 443,750 | 463,500 |
| Base Salary Rate as of April 1 ($) | 450,000 | 468,000 |
| All Other Compensation ($) | 138,064 | 170,497 |
Notes:
- 2024 base salary rates for NEOs (including Tiffany) increased 4% effective April 1, 2024; Tiffany’s rate moved from $450,000 to $468,000 .
Performance Compensation
2024 Short-Term Incentive (STI) Structure and Outcome
| Metric | Weight | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Adjusted EBITDA | 85% | Company plan | 0.77x component | Paid after year end |
| Safety – TCIR | 2.5% | Company plan | 0.04x component | Paid after year end |
| Safety – LCIR | 2.5% | Company plan | 0.05x component | Paid after year end |
| Quality | 5% | Company plan | 0.00x component | Paid after year end |
| Delivery | 5% | Company plan | 0.10x component | Paid after year end |
| Individual Modifier | +/-100% | Discretionary | Used only in exceptional cases | Paid after year end |
| Total Multiplier | 100% | 1.00x | 0.95x | Paid after year end |
Tiffany’s STI amounts for 2024:
- Target award: $312,000 (implies ~66.7% of $468,000 base salary rate)
- Actual bonus paid: $297,648 (consistent with 0.95x multiplier)
Long-Term Incentive (LTI) Design and Results
| Program | Metric | Weight | Period | Payout/Status | Vesting |
|---|---|---|---|---|---|
| 2022–2024 LTI | Relative TSR vs S&P SmallCap/MidCap Materials | 60% | 3 years | Multiplier 0.74x for TSR; overall plan 0.44x | Vests/settles after committee certification |
| 2022–2024 LTI | Adjusted EBITDA Margin (on conversion revenue) | 40% | 3 years | 0.00x (threshold not met) | — |
| 2024–2026 LTI (PSUs) | Relative TSR | 60% | 3 years | In‑progress; threshold/target/maximum: 1,640/3,281/6,562 shares for Tiffany | Vests on later of Mar 5, 2027 and certification; CIC: performance through CIC |
| 2024–2026 LTI (PSUs) | Adjusted EBITDA Margin | 40% | 3 years | In‑progress | Same as above |
| 2024 RSUs | Time-vested RSUs (retention) | — | 3-year cliff | Granted 3,281 units (grant-date fair value $205,981) | Vests Mar 5, 2027; special retirement/CIC terms apply |
Additional LTI terms and protections:
- Negative TSR cap: relative TSR payout capped at target if absolute TSR is negative .
- No windfall on change-in-control for performance shares: only earned shares through the CIC date vest .
Grants of plan-based awards (Tiffany 2024):
- RSUs: 3,281 granted on 3/5/2024; grant-date fair value $205,981 .
- PSUs: 2024–2026 target 3,281; threshold 1,640; max 6,562; grant-date fair value (probable) $286,890 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 10,869 shares; <1% of class (16,154,376 shares outstanding). Implied 0.07% = 10,869 / 16,154,376 |
| Unvested RSUs (12/31/2024) | 20,000 (grant 8/12/2020) ; 1,462 (3/5/2022) ; 692 (4/15/2022) ; 2,002 (3/5/2023) ; 2,500 special (3/5/2023) ; 3,281 (3/5/2024) |
| Unearned PSUs (12/31/2024 target tranches) | 2,194; 3,003; 3,281 (active PSU cycles) |
| 2024 vesting/realized | 6,238 shares vested from prior RSU/awards; value realized $550,089 |
| Upcoming RSU vesting cadence | 3/5/2025 (2022 grant 1,462 RSUs) ; 3/5/2026 (2023 RSUs 2,002; special 2,500 subject to award terms) ; 3/5/2027 (2024 RSUs 3,281) |
| Ownership guidelines | 3x base salary for executive officers; CEO/Directors 6x; applies to senior management |
| Hedging/pledging | Prohibited (no hedging, no pledging, no margin) |
| Clawbacks | Robust clawback provisions for cash and equity (plus Dodd‑Frank/Nasdaq policy) |
| Deferred comp (Restoration Plan) | Company contribution $37,962 in 2024; aggregate balance $185,999 at 12/31/2024 |
Indicative values (for awareness of potential selling pressure at vest): Kaiser used $70.27 per share (12/31/2024 close) for equity valuation in termination tables; at that price, unvested RSUs listed above had an aggregate indicative value of ~$1.40m for the 20,000 grant alone, with additional value for other RSUs. This price basis comes from the company’s disclosure .
Employment Terms
| Provision | Terms (Tiffany) |
|---|---|
| Severance (no CIC) | Lump sum equal to 1x (base salary + STI target); reimbursement of excess COBRA premiums for up to 1 year; 2024 STI paid based on actual performance |
| Severance (CIC double-trigger) | If terminated without cause or resigns for good reason within 90 days prior to or within 2 years post‑CIC: 2x (base salary + STI target) in lump sum; reimbursement of excess COBRA premiums for up to 2 years; 2024 STI paid based on actual performance |
| Equity on termination (no CIC) | RSUs remain outstanding and vest on original dates; PSUs remain outstanding and pay based on actual performance for performance period |
| Equity on CIC termination | RSUs vest immediately; PSUs vest with payout based on performance through CIC date |
| Retirement (qualified at 65 in 2024) | Pro‑rata RSUs (except special 2,500 RSU from 3/5/2023 forfeited) vest on original dates; PSUs pro‑rated and paid based on performance; STI pays based on actual performance |
| Disability/Death | STI pays based on actual performance; all RSUs vest immediately; PSUs vest at target |
| Clawback | Company clawback policy plus Dodd‑Frank compliant policy |
| Hedging/Pledging | Prohibited by policy (hedging, pledging, margin accounts) |
Compensation Structure Details
Pay elements and targets (select items)
| Element | Detail |
|---|---|
| 2024 STI target (Tiffany) | $312,000; actual payout $297,648 with 0.95x multiplier |
| 2024 LTI mix | RSUs (50% of target LTI value, 3‑yr cliff), PSUs (50% of target LTI value, TSR 60% / Adj. EBITDA margin 40%) |
| 2024 equity grants (Tiffany) | RSUs 3,281 units (grant-date FV $205,981); PSUs target 3,281 units (grant-date FV $286,890) |
| 2022–2024 LTI results | Overall plan multiplier 0.44x; TSR metric earned at 0.74x; EBITDA margin 0.00x |
Compensation peer group and say‑on‑pay context
- Peer group: 23 companies across industrial/materials/related sectors; used with regression adjustments for size .
- Say‑on‑pay approval: ~98.5% in 2024 .
Performance & Track Record (context)
| Period/Metric | Result |
|---|---|
| 2024 Company performance | Net sales $3.02B; adjusted EBITDA $241M; net income $65.7M; continued margin expansion |
| STI/LTI alignment | 2024 STI paid at 0.95x; 2022–2024 LTI paid 0.44x (TSR earned; EBITDA margin not achieved) |
Investment Implications
- Alignment and discipline: Tiffany’s pay structure is heavily at‑risk via company‑level performance (0.95x STI; 0.44x LTI for 2022–2024), underscoring plan discipline and alignment with TSR and profitability outcomes .
- Retention vs selling pressure: A sizeable pipeline of unvested equity remains (notably a 20,000‑share RSU from 8/12/2020 and multiple cliff‑vesting RSUs in 2025–2027), suggesting strong retention hooks but also identifiable future vest events that may create episodic selling liquidity needs around vesting dates .
- Change‑in‑control economics: Double‑trigger severance at 2x salary+target bonus and full RSU acceleration with PSU payout based on performance through CIC is moderate by market norms, but equity acceleration meaningfully increases realized value in a transaction scenario .
- Governance safeguards: Prohibitions on hedging/pledging, robust clawbacks, and stock ownership guidelines (3x salary for executive officers) mitigate risk of misalignment or adverse trading signals; no related‑party transactions requiring disclosure were reported .
- Pay trajectory: 2024 salary rate increased 4% to $468k while stock awards moderated vs 2023; actual bonus rose with improved STI performance, pointing to a balanced cash/equity mix responsive to operating results .