Donald J. Stebbins
KAISER ALUMINUMAbout Donald J. Stebbins
Donald J. Stebbins (age 67) is an independent director of Kaiser Aluminum (KALU), serving since June 2019. He chairs the Compensation Committee and also serves on the Executive and Nominating & Corporate Governance Committees. Stebbins is a former CEO of Superior Industries International (2014–2018), former Chairman/CEO of Visteon (2008–2012), and previously held senior roles at Lear Corporation including CFO. He holds a B.S. in Finance from Miami University and an MBA from the University of Michigan. He is currently a director at Snap‑on Tools (since January 2015).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Superior Industries International, Inc. | President & CEO; Director | May 2014 – Dec 2018 | Led aluminum wheels manufacturer to operational execution in automotive supply chain |
| Visteon Corporation | Chairman, President & CEO; previously President & COO | 2008 – 2012 (CEO); prior years as COO | Oversaw global automotive components business |
| Lear Corporation | President & COO (Europe/Asia/Africa); President & COO (Americas); SVP & CFO | Dates not specified | P&L and finance leadership; CFO experience |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Snap‑on Tools | Director | Jan 2015 – Present | Current public company board membership |
Board Governance
- Independence: The board determined Stebbins is independent under Nasdaq rules. The board is 90% independent overall.
- Committee assignments: Compensation (Chair), Executive, and Nominating & Corporate Governance.
- Committee engagement: Compensation Committee met 5 times in 2024; Nominating & Corporate Governance met 5 times; Executive Committee membership listed (meeting count not specified).
- Attendance: Each director attended at least 75% of aggregate board and committee meetings in 2024; all directors then serving attended the 2024 annual meeting.
- Independent oversight: Lead Independent Director in place; independent directors hold executive sessions at least quarterly.
- Ownership alignment policy: Non-employee directors must hold stock equal to 6x base retainer; except for a few newer/transitioning directors named in the proxy, other non-employee directors (including Stebbins) meet the guideline. Hedging, pledging, and share lending are prohibited.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 112,500 | 131,462 | 5,396 | 249,358 |
Director fee framework (context): annual cash retainer $90,000; annual restricted stock grant targeted at $140,000; additional retainers for Lead Independent Director and committee roles; audit committee fees increased in 2024 (chair to $22,000; members $12,000). Directors may elect to receive shares in lieu of cash retainers.
Performance Compensation
| Grant Year | Grant Date | Award Type | Shares/Units | Valuation Basis | Grant Value | Vesting/Conditions |
|---|---|---|---|---|---|---|
| 2024 | June 11, 2024 | Restricted Stock | 1,444 (per non-employee director) | 20‑day avg price $96.89 | Targeted $140,000 equity retainer; reported grant date fair value $131,462 | 100% vests on June 11, 2025; earlier vesting on change in control, disability, or death |
Notes: Directors can elect shares in lieu of cash retainers; equity grants for directors are time-based (no performance metrics).
Other Directorships & Interlocks
- Current public boards: Snap‑on Tools (2015–present).
- Compensation committee interlocks: None. In 2024, the Compensation Committee (which Stebbins chairs) reported no member was an officer/employee of the company, no former officer, and no relationships requiring related‑party disclosure. No reciprocal compensation committee/board interlocks with other companies’ executives.
- Related‑party transactions: The company reported no related‑party transactions requiring disclosure under Item 404(a).
Expertise & Qualifications
- Board and CEO experience; automotive industry expertise; international business; manufacturing and operations; sales and product development; accounting and finance (including CFO); M&A; strategy; executive compensation and leadership development.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Notes/Breakdown |
|---|---|---|---|
| Donald J. Stebbins | 12,135 | <1% | Includes 1,444 restricted shares (standard director 2024 grant) ; includes 50 shares held by a family trust |
Ownership table basis: 16,154,376 shares outstanding as of April 17, 2025.
Governance Assessment
- Positives for investor confidence:
- Independent, seasoned operator with CFO background; chairs Compensation Committee with documented independence and use of an independent consultant.
- Strong shareholder support for executive pay (say‑on‑pay ~98.5% approval in 2024; ~98% in 2023) while Stebbins chaired the committee.
- Meets stock ownership guidelines; robust anti‑hedging/anti‑pledging policy; company reports no related‑party transactions.
- Documented engagement: Compensation Committee met 5x in 2024; Nominating & Corporate Governance 5x; directors attended ≥75% of meetings.
- Potential investor sensitivities / monitoring items:
- Director restricted stock vests upon a change in control (single‑trigger for director awards), which some investors view less favorably than double‑trigger.
- Board composition includes USW‑designated directors under a Director Designation Agreement extended through 2030 (at least 40% of board seats designated if elected); not specific to Stebbins but relevant to overall board dynamics.
All information above is sourced from Kaiser Aluminum’s 2025 and 2024 definitive proxy statements.