James D. Hoffman
KAISER ALUMINUMAbout James D. Hoffman
James D. Hoffman (age 67) was appointed as an independent director of Kaiser Aluminum Corporation on September 18, 2025; he serves as a Class II director with a term expiring at the 2026 annual meeting and sits on the Compensation and the Nominating & Corporate Governance Committees . He previously served as CEO of Reliance, Inc. (formerly Reliance Steel & Aluminum), and holds a B.S. in Advertising/Marketing from West Virginia University, bringing 43+ years of operations, M&A, and metals distribution expertise across carbon steels, alloys, aluminum and stainless products .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliance, Inc. | Chief Executive Officer | Jan 2019 – Dec 2022 | Led North America’s largest metals service center; strategy, acquisitions, execution track record . |
| Reliance, Inc. | President | Jan 2019 – Jan 2021 | Executive leadership over operations and strategy . |
| Reliance, Inc. | EVP & Chief Operating Officer | Mar 2016 – Jan 2019 | Scaled multi-metal distribution and fabrication ops . |
| Reliance, Inc. | EVP, Operations | May 2015 – Mar 2016 | Multi-site operational oversight . |
| Reliance, Inc. | SVP, Operations | 2008 – 2015 | Enterprise-wide operational leadership . |
| Earl M. Jorgensen (acquired by Reliance 2006) | EVP & COO; VP Eastern Region; District Manager | 1991 – 2008 | Large service center operational leadership and growth . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reliance, Inc. | Director | Oct 2019 – Dec 2022 | Former public company directorship; no current public boards disclosed . |
Board Governance
- Independence: Appointed as an independent director; board overall is 90% independent and maintains independent Audit, Compensation, Nominating & Corporate Governance, and Sustainability Committees .
- Committee assignments: Compensation Committee (member); Nominating & Corporate Governance Committee (member); no chair roles disclosed .
- Attendance baseline: Company disclosed all directors met at least 75% attendance for 2024 board/committee meetings (Hoffman joined in Sept 2025; his attendance will be reported in the 2026 proxy) .
- Committee cadence (2024 reference): Compensation (5 meetings); Nominating & Corporate Governance (5); Audit (6); Sustainability (4) — indicates standard workload for his assigned committees .
- Lead Independent Director role in place; regular executive sessions of independent directors at every board and committee meeting .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $90,000 per year | Non-employee director base retainer . |
| Committee member fees | $7,500 per non-audit committee; $12,000 Audit member; $22,000 Audit Chair | Hoffman’s committees (Compensation; Nominating & Corporate Governance) = $7,500 each, pro-rated from appointment . |
| Equity retainer | $140,000 restricted stock (annual) | Granted at annual meeting; directors can elect stock in lieu of cash retainers . |
| Meeting fees (excess only) | $1,500 in-person; $750 phone/virtual (per excess meeting) | Applies only if meetings exceed expected number . |
| Initial pro-ration | Pro-rated cash retainer and restricted stock to 2026 annual meeting | Specific to Hoffman’s Sept 2025 start . |
- Directors may elect to receive common stock in lieu of any/all cash retainers; 2024 example elections shown in proxy .
- Restrictions on 2024 director equity grants lapse after ~1 year (e.g., June 11, 2025 for 2024 cycle) .
Performance Compensation
| Program | Metric | Weight | Design / Vesting |
|---|---|---|---|
| Director equity | None (time-based restricted stock) | N/A | Annual grant targeted at $140,000; restrictions generally lapse at the next annual meeting (one-year horizon); Hoffman’s 2025 onboarding grant will be pro-rated to 2026 annual meeting . |
Non-employee directors at KALU do not have performance-based bonus plans; director equity is time-based restricted stock rather than PSU/option structures .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond KALU . |
| Prior public boards | Reliance, Inc. Director (Oct 2019 – Dec 2022) . |
| Potential interlocks/conflicts | Company disclosed no related-party transactions requiring disclosure under Item 404(a) (2025 proxy reference period). Hoffman is not currently affiliated with Reliance; continue to monitor any material commercial ties given his prior role in metals distribution . |
Expertise & Qualifications
- 43+ years in metals distribution/fabrication and service center operations; deep M&A execution and integration background; strategy-to-execution leadership across domestic and international markets .
- Multi-metal expertise (carbon steels, alloys, aluminum, stainless), relevant to KALU’s end markets and channel dynamics .
- B.S. Advertising/Marketing, West Virginia University .
Equity Ownership
| Policy / Status | Detail |
|---|---|
| Stock ownership guideline | Non-employee directors must own company stock equal to 6x annual base retainer (i.e., $540,000) within 5 years; continuing retention of 75% of net shares until in compliance . |
| Hedging/pledging | Prohibited for directors and employees (no hedging, no pledging, no margin) under securities trading policy . |
| Beneficial ownership disclosure | 2025 proxy beneficial ownership table is as of April 17, 2025 (before Hoffman’s Sept 2025 appointment); his beneficial ownership will be reported in the next proxy cycle . |
Governance Assessment
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Implications for board effectiveness: Hoffman adds deep metals distribution and fabrication channel expertise (pricing, mix management, demand visibility), valuable to KALU’s strategic positioning in aerospace/high-strength, packaging and general engineering markets .
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Committee fit: Placement on Compensation and Nominating & Corporate Governance aligns with his CEO/COO background and M&A/organizational depth; not a chair presently, supporting board refresh without overconcentration of authority .
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Alignment and safeguards: Strong director ownership guideline (6x retainer), time-based equity grants, and prohibition on hedging/pledging support investor alignment; 2024 say-on-pay support was ~98.5%, indicating a constructive investor governance environment .
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Conflicts/related-party exposure: No related-party transactions requiring disclosure; Hoffman’s prior Reliance roles ended in 2022 and he is not currently affiliated, reducing conflict risk; monitor any future Kaiser–Reliance commercial relationships .
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Attendance/engagement: Company-wide, directors met the ≥75% attendance threshold in 2024; Hoffman’s 2025/2026 attendance will be reported in the next proxy .
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RED FLAGS: None material disclosed specific to Hoffman (no related-party transactions; no hedging/pledging; no overboarding; independent status) .
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Watch items: Track (i) any material commercial ties with Reliance or other metals distributors, (ii) equity ownership progress toward 6x retainer, and (iii) attendance/committee workload disclosures in the 2026 proxy .