Jason D. Walsh
KAISER ALUMINUMAbout Jason D. Walsh
Jason D. Walsh, age 45, is Executive Vice President – Manufacturing at Kaiser Aluminum (KALU). He joined Kaiser in 2006 and has served as EVP – Manufacturing since April 2022; prior roles include SVP – Manufacturing, SVP – Flat Rolled Products, multiple GM roles (Automotive/Soft Alloy), and VP – Financial Planning & Analysis. He holds an MBA in Finance from the University of Chicago and a BS in Mechanical Engineering from the University of Illinois at Urbana-Champaign, with earlier manufacturing operations experience at Caterpillar Inc. . Company performance context: 2024 net sales $3.02B, conversion revenue $1.46B, GAAP net income $65.7M, adjusted EBITDA $241M (adjusted EBITDA margin 16.5% on conversion revenue), with 2022–2024 relative TSR at the 37th percentile and overall TSR of -9.95% (performance shares paid at 44% for that period) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kaiser Aluminum | EVP – Manufacturing | Apr 2022 – Present | Oversees manufacturing across rolling and extrusion; role coincides with Trentwood capacity expansion and Warrick modernization initiatives described at company level . |
| Kaiser Aluminum | SVP – Manufacturing | Aug 2020 – Apr 2022 | Led manufacturing during recovery from supply chain/magnesium force majeure and outage challenges highlighted in LTI narrative . |
| Kaiser Aluminum | SVP – Flat Rolled Products | Jun 2018 – Aug 2020 | Senior leadership over FRP segment operations . |
| Kaiser Aluminum | VP & GM – Automotive and Soft Alloy | Jan 2018 – Jun 2018 | Managed automotive/soft alloy portfolio . |
| Kaiser Aluminum | VP & GM – Automotive | Feb 2017 – Dec 2017 | Led automotive segment . |
| Kaiser Aluminum | VP – Financial Planning & Analysis | Apr 2012 – Jan 2017 | Led FP&A through business cycles and capital allocation framework . |
| Kaiser Aluminum | Manager/Director – FP&A; Group Controller | 2006 – 2012 | Progressively senior finance/ops roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caterpillar Inc. | Manufacturing operations roles | Pre-2006 | Foundation in industrial manufacturing and operations disciplines . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $457,575 | $491,250 | $515,000 |
| Target STI ($) | n/a disclosed | n/a disclosed | $364,000 target; threshold $154,700; max $728,000 |
| Actual STI Paid ($) | $0 (no payout line item) | $299,950 | $347,256 |
| Stock Awards ($, grant-date fair value) | $503,299 | $839,065 | $695,969 |
| All Other Compensation ($) | $353,563 | $148,191 | $160,581 |
| Total Compensation ($) | $1,314,437 | $1,778,456 | $1,718,807 |
Notes:
- 2024 “All Other Compensation” includes Savings Plan $20,917, Restoration Plan $28,197, dividend equivalents $98,447, vehicle allowance $13,021 .
- Retirement benefits: Kaiser uses defined contribution Savings Plan and nonqualified Restoration Plan; Walsh has no Old Pension Plan accrued benefits (table shows dashes for Walsh) .
Performance Compensation
Annual STI design and 2024 outcomes (company-level, applies to NEOs including Walsh)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 85% | $170M | $230M | $300M | $217M | 0.77x |
| TCIR (Safety) | 2.5% | 2.500 | 1.875 | 1.250 | 1.63 | 0.04x |
| LCIR (Safety) | 2.5% | 0.500 | 0.400 | 0.300 | 0.16 | 0.05x |
| Quality | 5% | 0.300% | 0.250% | 0.200% | 0.44% | 0.00x |
| Delivery | 5% | 85.0% | 87.5% | 90.0% | 90.30% | 0.10x |
| Final STI multiplier | — | — | — | — | — | 0.95x |
Walsh’s 2024 STI payout: $347,256 vs target $364,000 (max $728,000) .
Long-Term Incentives (structure and earned results)
- 2024–2026 LTI: 50% RSUs (three-year cliff vest 3/5/2027) and 50% performance shares (PSUs): 60% Relative TSR vs S&P SmallCap 600 & MidCap 400 Materials; 40% Adjusted EBITDA margin; PSUs can vest 0–200% with negative TSR capped at target .
- 2022–2024 LTI (completed): PSUs paid at 44% (Relative TSR multiplier 74%; EBITDA margin metric earned 0%) .
| LTI Program | Metrics | Weighting | Outcome |
|---|---|---|---|
| 2022–2024 | Relative TSR | 60% | 74% multiplier; overall LTI 0.44x |
| 2022–2024 | Adjusted EBITDA Margin | 40% | No payout (avg 13.3% vs 19% threshold) |
| 2024–2026 | Relative TSR | 60% | In progress (payout capped at target if TSR negative) |
| 2024–2026 | Adjusted EBITDA Margin | 40% | In progress (committee-set goals) |
Equity Ownership & Alignment
- Beneficial ownership: Jason Walsh owns 15,575 common shares (beneficial), less than 1% of shares outstanding; directors hold restricted stock separately; NEO RSUs not included in this count .
- Stock ownership guidelines: 3x base salary for executive officers; Kaiser states all named executive officers have satisfied requirements; executives must retain at least 75% of net shares until compliant .
- Hedging/pledging: Prohibited for directors, officers, employees; includes margin accounts and share lending .
- Clawbacks: Nasdaq-compliant compensation recovery policy (restatement-triggered); plus plan-level clawbacks for detrimental activity .
Walsh – Outstanding Equity and Vesting Schedule
| Award Type | Grant Date | Shares/Units | Vest/Determination Date | Status/Notes |
|---|---|---|---|---|
| RSUs | 08/12/2020 | 20,000 | 08/12/2025 | Three-year cliff from grant; special grant . |
| RSUs | 03/05/2022 | 1,564 | 03/05/2025 | Three-year cliff . |
| RSUs (special) | 04/15/2022 | 1,224 | 03/05/2025 | Promotion award; three-year vest . |
| RSUs | 03/05/2023 | 2,826 | 03/05/2026 | Three-year cliff . |
| RSUs (special) | 03/05/2023 | 2,500 | 03/05/2026 | Three-year cliff . |
| RSUs | 03/05/2024 | 4,633 | 03/05/2027 | Three-year cliff . |
| PSUs (target) | 03/05/2022 | 2,346 | Certified 03/05/2025 | 44% earned (Relative TSR); EBITDA metric 0% . |
| PSUs (target) | 03/05/2023 | 4,239 | 03/15/2026 latest | Earned based on TSR and EBITDA margin . |
| PSUs (target) | 03/05/2024 | 4,633 | 03/05/2027 latest | Earned based on TSR and EBITDA margin . |
Dividend equivalents accrue on PSUs until settlement, subject to vesting and performance outcomes .
Employment Terms
- Severance program: Key Employee Severance Benefit Plan (applies to Walsh). No-CIC termination: lump sum equal to current base salary plus most recent STI target, prorated STI based on actual performance, and 12 months of incremental health premium reimbursement; CIC-related termination (double-trigger within 90 days before or 24 months after CIC): lump sum equal to 2× (base salary + most recent STI target), prorated STI at target, and 24 months of incremental health premium reimbursement; excise tax cutback applies if beneficial .
- Equity treatment: For involuntary termination without cause or good reason (no CIC), RSUs remain outstanding and vest on schedule; PSUs remain outstanding and settle based on performance; for CIC-related qualifying termination, RSUs vest immediately and PSUs vest based on performance through CIC date .
- Clawbacks: Dodd-Frank/Nasdaq recovery policy; plan-level recovery for detrimental conduct .
- Prohibitions: Hedging, pledging, margin purchases banned for insiders .
Walsh – Quantitative Termination Economics (as of 12/31/2024)
| Scenario | Payments Earned but Unpaid ($) | Other Benefits ($) | Equity Awards ($) | Restoration Plan Distribution ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o Cause or Good Reason (No CIC) | $40,000 | $1,267,323 | $3,035,570 | $207,984 | $4,550,878 |
| Termination w/o Cause or Good Reason Following CIC | $40,000 | $2,190,068 | $3,004,898 | $207,984 | $5,442,950 |
| Disability | $387,256 | $1,874,419 | $3,035,570 | $207,984 | $5,505,230 |
| Death | $387,256 | $1,000,000 | $3,035,570 | $207,984 | $4,630,811 |
Compensation Structure Analysis
- Mix shift and at-risk pay: For non-CEO NEOs, ~35%–50% of target total compensation delivered via long-term incentives; ~45% of target total compensation “at-risk” and tied to performance; RSUs feature three-year cliff vesting to support retention .
- Performance metrics and rigor: STI anchored 85% to Adjusted EBITDA with safety/quality/delivery metrics; LTI equally split (by value) between RSUs and PSUs, with PSUs focused 60% on Relative TSR and 40% on Adjusted EBITDA margin; relative TSR capped at target if negative, and no windfall on change-in-control .
- Pay-for-performance evidence: 2022–2024 LTI paid at 44% due to TSR at 37th percentile and failure to meet EBITDA margin threshold (13.3% vs 19% threshold), despite recent margin expansion—illustrates downside sensitivity of long-term awards .
- Governance guardrails: No hedging/pledging, clawbacks across cash/equity, no gross-ups, no option repricing without shareholder approval, stock ownership guidelines (3× salary for EVP-level) all met .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 15,575 common shares; less than 1% of shares outstanding . |
| Ownership guidelines | 3× base salary for executive officers; NEOs have satisfied requirements; 75% net share retention until compliant . |
| Pledging/Hedging | Prohibited (margin accounts, pledges, derivatives banned) . |
| Upcoming vest events (supply overhang indicator) | RSUs vest on 8/12/2025 (20,000), 3/5/2025 (1,564 + 1,224), 3/5/2026 (2,826 + 2,500), 3/5/2027 (4,633) . |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: approximately 98.5% support; committee maintained incentive program design without adjustments, consistent with pay-for-performance approach .
Expertise & Qualifications
- Technical/operations: Mechanical engineering background and extensive manufacturing leadership across Kaiser’s flat-rolled and extrusion businesses .
- Finance: FP&A leadership and MBA in Finance from University of Chicago; prior director/controller roles .
- Industry tenure: Nearly two decades at Kaiser across finance and manufacturing; prior heavy-industrial experience at Caterpillar .
Performance & Track Record (Company context during Walsh’s manufacturing leadership)
- 2024 performance: Net sales $3.02B, conversion revenue $1.46B, adjusted EBITDA $241M (16.5% margin on conversion revenue), indicating improved margin trends versus prior year .
- 2022–2024 headwinds: Force majeure (magnesium), molten metal supply issues at Warrick, inflation, and planned outages impacted EBITDA margin; TSR -9.95% over period (37th percentile) .
- Capital investments: Multi-year investments across Warrick and Trentwood aimed at higher-margin coated products and capacity expansion .
Compensation Peer Group (Benchmarking context)
- Peer group of 23 companies across industrials/materials with market caps ~$240M–$21.2B; Meridian uses revenue-based regression for sizing; applies to NEO compensation decisions .
Related Party & Risk Indicators
- Related-party transactions: None requiring disclosure under Item 404(a) .
- Legal/SEC compliance: Delinquent Section 16(a) reports—none noted for Walsh; one late Form 4 for another officer reported; compliance otherwise satisfactory .
- Red flags mitigants: No hedging/pledging, no gross-ups, clawbacks in place, no option repricing without shareholder approval .
Investment Implications
- Alignment: Walsh’s compensation is materially at-risk via PSUs and STI tied to adjusted EBITDA and TSR; stock ownership guideline compliance and anti-pledging/hedging rules reduce misalignment risk .
- Retention risk: Multiple overlapping RSU tranches with three-year cliff vesting (including a large 20,000-unit vest in Aug 2025) create meaningful unvested equity value—supporting retention but also concentrating vest-related supply events on specific dates .
- Performance sensitivity: The 2022–2024 LTI outcome (44%) demonstrates downside protection for shareholders when TSR and margins underperform—suggesting pay-for-performance integrity persists even through operational challenges .
- Change-in-control economics: Double-trigger severance at 2× salary+target bonus plus immediate RSU vesting and performance-through-date PSUs provides balanced protection without windfalls; excise tax cutback mitigates excessive payouts .
- Near-term trading signals: Watch scheduled vesting dates (Aug 2025; Mar 2025/2026/2027) and company-level EBIT/EBITDA margin trajectory versus PSU goals; vesting events can affect float and insider tax-related share dispositions, while margin expansion directly affects STI multipliers and future PSU earnouts .
Note: Attempted to retrieve Form 4 insider transactions for “Jason Walsh” via the insider-trades skill to assess recent selling patterns; access was unauthorized (401). This report therefore relies on proxy disclosures for ownership and vesting details.