David A. Foster
KAISER ALUMINUMAbout David A. Foster
Independent director of Kaiser Aluminum since June 2009 (16 years of service), age 77. Current committee assignments: Nominating & Corporate Governance and Sustainability (member, not chair). Background includes Distinguished Associate at Energy Futures Initiative (2017–present), Visiting Scholar at MIT focused on The Roosevelt Project (2019–present), Senior Advisor to the U.S. Department of Energy (2014–2017), Executive Director of the BlueGreen Alliance (2006–2014), and prior service as USW District #11 director and primary USW negotiator of Kaiser’s master labor agreement. He was designated to the board by the USW under the Director Designation Agreement and is classified as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | Senior Advisor to the Office of the Secretary | Jun 2014 – Jan 2017 | Federal policy and energy technology exposure |
| BlueGreen Alliance | Executive Director | Jun 2006 – Jun 2014 | Labor–environmental coalition leadership; sustainability and workforce insights |
| University of Minnesota | Adjunct Faculty | Jan 2003 – Jun 2014 | Public policy/academia perspective |
| United Steelworkers (USW) | District #11 Director; Primary USW negotiator for Kaiser master labor agreement | Prior to 2009 | Deep labor relations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Energy Futures Initiative | Distinguished Associate | May 2017 – Present | Non-profit policy/technology analysis |
| Massachusetts Institute of Technology | Visiting Scholar (The Roosevelt Project) | May 2019 – Present | Energy transition and economic development research |
| Evraz North America (d/b/a Oregon Steel Manufacturing) | Director | 2006 – Present | Board member (non-public company listing in proxy) |
Board Governance
- Independence: Board determined Foster is independent (one of 9/10 independent directors).
- Committees: Nominating & Corporate Governance; Sustainability; not a chair of any committee.
- Attendance: Each director attended at least 75% of board and applicable committee meetings in 2024; all directors then serving attended the 2024 Annual Meeting.
- Years on board: 16 years (tenure matrix).
- Lead Independent Director: Michael C. Arnold serves as LID; independent directors meet in executive session at every board and committee meeting.
- USW Director Designation Agreement: Extended to December 31, 2030; USW may designate candidates to ensure at least 40% of directors are USW-designated, with at least one USW-designated director on the audit, executive, and nominating/governance committees if qualified. Foster is one of the USW-designated directors.
- Related-party transactions: None requiring disclosure under Item 404(a).
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $105,000 |
| All Other Compensation (dividends on restricted stock) | $5,396 |
| Total Cash & Other | $110,396 |
Director fee framework (policy): annual retainer $90,000; annual restricted stock targeted at $140,000; additional retainers for LID ($30,000), committee chairs ($15,000; audit chair $22,000), committee members ($7,500 per non-audit committee; $12,000 audit members); optional meeting fees if meetings exceed reasonable number; directors may elect to receive common stock in lieu of cash retainers.
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares/Value | Vesting / Terms |
|---|---|---|---|
| Annual Director Restricted Stock | Jun 11, 2024 | 1,444 shares; grant-date fair value $131,462 | Restrictions lapse Jun 11, 2025; dividends paid; vesting accelerates on change-in-control |
Notes: Director equity is time-vested restricted stock; no performance metrics apply to director equity awards.
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates |
|---|---|---|---|
| Evraz North America (Oregon Steel Manufacturing) | Not listed as public in proxy | Director | 2006 – Present |
No disclosed related-party transactions or interlocks involving Foster.
Expertise & Qualifications
- Skills matrix highlights: Mergers & Acquisitions; International/Trade; Governance; Public Policy/Academia; Climate-related risks; Other public company board experience.
- Board’s rationale: Labor relations expertise, sustainability and environmental/regulatory insight, and energy technology exposure add perspective on US-based manufacturing and workforce matters.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | 21,641 shares (includes 1,444 restricted stock) |
| Percent of Class | Less than 1% |
| Stock Ownership Guidelines | Non-employee directors must own stock equal to 6x base retainer within 5 years; all non-employee directors except Messrs. Arnold, Grimley, Williams and Ms. Glas (recent appointees) and Ms. Martin (temporarily below due to a gift) meet guidelines; Foster is not among exceptions (i.e., in compliance). |
| Hedging/Pledging | Prohibited for directors under the securities trading policy. |
Governance Assessment
-
Strengths
- Independence confirmed; robust committee participation (Nominating & Governance; Sustainability) and satisfactory attendance.
- Clear alignment via equity retainer and stringent stock ownership guidelines; no hedging or pledging permitted.
- No related-party transactions disclosed; high 2024 say-on-pay support (98.5%), and active shareholder engagement (>50% of outstanding shares).
-
Watch items / potential conflicts
- USW designation and requirement that at least 40% of the board be USW-nominated (and representation on key committees) may raise independence/perception concerns in labor-sensitive matters; the board has nonetheless designated Foster independent and emphasizes fiduciary duties in its nomination process.
- Long tenure (16 years) can present entrenchment risk; the board highlights refreshment (70% ≤6 years tenure) and independent LID structure to mitigate.
Overall: Foster brings deep labor, sustainability, and policy expertise that is directly relevant to Kaiser’s workforce and environmental positioning. The USW designation framework warrants continued monitoring for potential conflict perceptions, but formal independence, strong governance processes, ownership alignment, and attendance mitigate investor confidence risks.