Brett E. Wilcox
KAISER ALUMINUMAbout Brett E. Wilcox
Independent director of Kaiser Aluminum since July 2006 (18 years of service); age 71. He serves on Audit, Compensation, and Executive Committees and chairs the Sustainability Committee. The board has affirmatively determined he is independent under Nasdaq rules and he is qualified as an “audit committee financial expert.” His background spans aluminum operations, energy markets, and labor relations, including a long-standing, constructive working relationship with the USW, which designated him for nomination under the company’s Director Designation Agreement in multiple election cycles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cvictus (Canada) | Chief Executive Officer | Sep 2018 – Present | Leads development of single cell protein to substitute for soy/fishmeal in animal feed |
| Summit Power Alternative Resources | Chief Executive Officer | Jun 2005 – Dec 2011 | Managed development of wind generation and new energy technologies |
| Golden Northwest Aluminum Company (and predecessors) | Chief Executive Officer | Not disclosed | Led aluminum producer; direct industry leadership experience |
| Direct Services Industries, Inc. | Executive Director | Not disclosed | Trade association for aluminum/energy-intensive companies |
| Preston, Ellis & Gates (Seattle) | Attorney | Not disclosed | Legal background |
| State of Oregon (various bodies) | Vice Chair/Chair/Member | Not disclosed | Economic development and power system reviews; government performance/accountability |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| Cvictus | Chief Executive Officer | No (not disclosed as public) | N/A |
| Other current public company boards | — | — | None disclosed |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Independence | Board determined Wilcox is independent under Nasdaq standards |
| Committees (2024) | Audit (member; 6 meetings), Compensation (member; 5 meetings), Executive (member), Sustainability (Chair; 4 meetings) |
| Attendance | Each director attended at least 75% of board/committee meetings in 2024; all directors attended 2024 annual meeting |
| Tenure | 18 years (among the longest-serving; board’s tenure matrix shows 18 for Wilcox) |
| Designation by USW | Initially designated via search; subsequently designated for the 2008, 2011, 2014, 2017, 2020, and 2023 annual meetings under the Director Designation Agreement; USW’s rights extended to Dec 31, 2030 (aiming for ≥40% USW-nominated directors) |
| Executive Sessions | Independent directors meet in executive session at every board and committee meeting |
| Compensation Committee Interlocks | None; no member (including Wilcox) was an officer/employee or had disclosable related-party relationships; no reciprocal interlocks with other issuers |
Fixed Compensation (Director)
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Director policy |
| Sustainability Committee – Chair fee | $15,000 | Director policy (chair of committees other than Audit = $15,000) |
| Audit Committee – member fee | $12,000 | Director policy (Audit member) ; Wilcox is an Audit member |
| Compensation Committee – member fee | $7,500 | Director policy (non-Audit committees: $7,500 per committee member) ; Wilcox is a Compensation member |
| Total cash fees (policy-implied) | $124,500 | Sum of components above (matches actual “Fees Earned or Paid in Cash”) |
| Fees actually paid (2024) | $124,500 | As reported in Director Compensation table |
| Stock in lieu of cash (election) | 642 shares ($62,202 value at $96.89/share) | Wilcox elected shares for a portion of his cash retainer; share price is 20-day average before award |
| Excess meeting fees | $1,500 in-person / $750 virtual for meetings above “reasonable” | Policy detail (if applicable) |
Performance Compensation (Director)
| Equity Instrument | Grant Date | Shares | Grant Date Fair Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Restricted Stock (Annual Grant) | Jun 11, 2024 | 1,444 | $131,462 | 100% lapses Jun 11, 2025 (earlier on disability/death) | Restrictions lapse upon change in control |
| Options/PSUs (Director) | — | — | — | Not granted to non-employee directors in 2024 | Not applicable (no option/PSU awards disclosed) |
Director equity is time-vested; there are no performance-based equity metrics for directors. The Compensation Committee reviews and benchmarks director pay; in June 2024 the board raised the annual equity retainer to $140,000 and Audit fees to reflect market medians and workload (Audit Chair $22,000; Audit member $12,000) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Wilcox |
| Compensation Committee interlocks | None (see Board Governance) |
| USW Interlock/Influence | USW may designate ≥40% of directors; Wilcox is a USW-designated director (see note under Governance) |
Expertise & Qualifications
- Audit committee financial expert; business and financial background including CEO roles in aluminum and energy; extensive labor relations experience with USW .
- Industry depth from leading Golden Northwest Aluminum; power/energy market expertise from Summit Power; legal training and public policy/government oversight experience in Oregon .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 23,295 (includes 1,444 restricted shares and 16,873 shares held by the Wilcox Revocable Trust) |
| Percent of outstanding | <1% (per proxy convention “*”) |
| Unvested RS (as of 12/31/2024) | 1,444 shares (lapse 6/11/2025) |
| Ownership guidelines | Non-employee directors must own ≥6x base retainer; Wilcox is among directors who satisfy the requirement |
| Hedging/pledging policy | Directors are prohibited from hedging or pledging company stock; margin purchases and share lending are prohibited |
Insider Trading Filings (Section 16)
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reports compliance for officers/directors; the only late filing disclosed pertained to Mr. Narayan (none for Wilcox) |
Related Party Transactions and Conflicts
- No related-party transactions requiring disclosure under Item 404(a) reported; Audit Committee pre-approves related-party matters .
- USW Director Designation Agreement extended to Dec 31, 2030; requires at least one USW-nominated director on key committees (Audit, Executive, Nominating/Governance) if qualified; Wilcox is a USW-nominated director. While the company describes the arrangement as constructive, the designation can be perceived as an influence channel requiring effective board oversight to manage potential conflicts among labor, operations, and shareholders .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support was approximately 98.5%, indicating strong investor alignment with compensation practices and governance approach .
- Management engaged stockholders representing >50% of shares in 2024 on strategy, governance, compensation, sustainability; feedback is shared with and reviewed by the board .
Governance Assessment
- Strengths
- Independent director with audit financial expertise; multi-committee service including chair of Sustainability supports board oversight breadth .
- High ownership alignment: meets 6x retainer guideline and elected to take a significant portion of cash retainer in stock; unvested RS adds exposure to equity performance .
- No related-party transactions; strong restrictions on hedging/pledging; Section 16 compliance with no late filings disclosed for Wilcox .
- Watch items / potential red flags
- Long tenure (18 years) can raise independence/perception questions despite formal independence; mitigated by robust board refreshment (70% <6 years) and third-party board evaluations .
- USW designation rights (targeting ≥40% of board) can be perceived as an interlock; requires continued vigilance to ensure fiduciary duty primacy and balanced stakeholder decision-making .
- Expanded Audit fee differentials reflect increased oversight demands; Wilcox’s Audit membership implies continued time commitment and scrutiny on financial reporting/cyber risk oversight .