John M. Donnan
Executive Vice President, Chief Administrative Officer and General Counsel at 
KAISER ALUMINUM
KAISER ALUMINUMExecutive
About John M. Donnan
Executive Vice President, Chief Administrative Officer and General Counsel at Kaiser Aluminum (KALU); age 64. Donnan oversees corporate legal, compliance, internal audit, and human resources. He joined Kaiser’s legal staff in 1993, became Deputy General Counsel in 2000, General Counsel in 2005, EVP – Legal, Compliance & HR in 2012, and EVP, CAO & GC since March 2021 . Education: JD, University of Arkansas; BBA in finance and accounting, Texas Tech; member of Texas and California bars . Company performance context: 2024 net sales $3.02B, conversion revenue $1.456B, adjusted EBITDA $241M and adjusted EBITDA margin 16.5% (WAC accounting applied), with STI plan paying at 0.95x; 2022–2024 LTI paid 0.44x driven by relative TSR multiplier 0.74 and no payout on EBITDA margin metric due to operational challenges .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kaiser Aluminum | EVP, Chief Administrative Officer & General Counsel | Mar 2021–present | Oversees legal, compliance, internal audit, HR; corporate governance and risk policies . |
| Kaiser Aluminum | EVP – Legal, Compliance & HR | 2012–2021 | Built compliance/HR frameworks; executive leadership continuity . |
| Kaiser Aluminum | SVP, Secretary & General Counsel | 2007–2012 | Senior legal leadership; board support . |
| Kaiser Aluminum | VP, Secretary & General Counsel | 2005–2007 | Corporate legal oversight; policy development . |
| Kaiser Aluminum | Deputy General Counsel | 2000–2005 | Advanced legal responsibilities; internal client support . |
| Kaiser Aluminum | Legal Staff | 1993–2000 | Foundation of in-house legal experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chamberlain, Hrdlicka, White, Williams & Martin | Associate (Houston, TX) | Pre-1993 | Law-firm training; corporate/commercial legal skills . |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $490,000 | $517,500 | $540,750 |
| Stock Awards ($, grant-date fair value) | $865,932 | $976,050 | $1,043,896 |
| Non-Equity Incentive Plan Compensation ($) | — | $342,800 | $396,864 |
| All Other Compensation ($) | $729,822 | $216,033 | $151,358 |
| Total Compensation ($) | $2,085,754 | $2,052,383 | $2,132,868 |
| 2024 STI Target and Actual | Amount ($) |
|---|---|
| Target bonus (STI) | $416,000 |
| Actual bonus paid | $396,864 (final multiplier 0.95x) |
Approximate 2024 target bonus % ≈ $416,000 / $546,000 = ~76.2% (computed from target and base rate; base rate effective April 1, 2024 was $546,000) .
Performance Compensation
2024 Short-Term Incentive (STI) – Metrics, Targets, Actuals, Payout
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 85.0% | $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 (no-fault claim rate) | 5.0% | 0.300% | 0.250% | 0.200% | 0.44% | 0.00x |
| Delivery (on-time rate) | 5.0% | 85.0% | 87.5% | 90.0% | 90.30% | 0.10x |
| Final Plan Multiplier | 100% | — | — | — | — | 0.95x |
Notes: Individual modifier up to +/-100% in exceptional cases; maximum payout capped at 2.5x target. 2024 weights: EBITDA 85%, safety 5% (TCIR/LCIR split), quality 5%, delivery 5% .
Long-Term Incentive (LTI)
| Program | Metric | Weighting | Result/Payout |
|---|---|---|---|
| 2024–2026 LTI | Relative TSR vs S&P SmallCap 600 Materials & S&P MidCap 400 Materials | 60% | In progress; negative TSR capped at target; earn-out in 2027 |
| 2024–2026 LTI | Adjusted EBITDA margin (% of conversion revenue) | 40% | In progress; earn-out in 2027 |
| 2022–2024 LTI | Relative TSR | 60% | Multiplier 0.74x (37th percentile), contributes to total 0.44x |
| 2022–2024 LTI | Adjusted EBITDA margin | 40% | No payout (avg 13.3% vs 19% threshold) |
| 2022–2024 LTI | Plan Multiplier | — | 0.44x total |
Equity Ownership & Alignment
| Ownership Detail | Figure |
|---|---|
| Beneficial ownership (shares) | 22,704 (less than 1%) |
| Shares outstanding (Apr 17, 2025) | 16,154,376 |
| Ownership % of outstanding | ~0.14% (computed from 22,704/16,154,376) |
| Stock ownership guidelines | 3× base salary for executive officers; all NEOs met guidelines |
| Hedging/pledging | Prohibited for officers/directors and immediate family; no margin, no share lending |
| Clawback | Dodd-Frank/Nasdaq-compliant policy (2023) plus plan-level clawbacks |
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Award | Grant Date | Units | Vesting | Status |
|---|---|---|---|---|
| RSUs | 3/5/2022 | 3,453 | 3/5/2025 | Vested in Mar-2025 |
| RSUs | 3/5/2023 | 4,239 | 3/5/2026 | Unvested; remains outstanding on qualifying terminations |
| RSUs | 3/5/2024 | 6,949 | 3/5/2027 | Unvested; remains outstanding on qualifying terminations |
| PSUs (target) | 3/5/2022 | 5,180 | Earned 44% on 3/5/2025 | TSR payout; EBITDA margin unearned |
| PSUs (target) | 3/5/2023 | 6,359 | Cert. by 3/15/2026 | In progress; vest subject to performance |
| PSUs (target) | 3/5/2024 | 6,949 | Cert. by 3/15/2027 | In progress; vest subject to performance |
Market value references for stock awards use $70.27 closing price on 12/31/2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (Key Employee Severance Benefit Plan) | If terminated without cause (non-CIC): lump sum = base salary + most recent STI target; prorated STI based on actual performance; up to 12 months health premium reimbursement . |
| Severance (CIC double-trigger) | If terminated without cause or for good reason within 90 days before/24 months after CIC: lump sum = 2×(base salary + most recent STI target); prorated STI at target; up to 24 months health premium reimbursement . |
| Equity on termination (non-CIC) | RSUs remain outstanding and vest on original dates; PSUs remain outstanding and earn based on performance for full period . |
| Equity on CIC termination | RSUs immediately vest; PSUs immediately vest, earned based on performance through CIC date . |
| Release/covenants | Payments require effective release; compliance with restrictive covenants; clawback for breaches to fullest extent permitted by law . |
| Hedging/pledging ban | No hedging, pledging, margin or share lending by insiders . |
| Clawback | Company clawback per Nasdaq Dodd-Frank, plus incentive plan clawbacks for detrimental activity . |
| Perquisites | Vehicle allowance; Donnan $12,684 in 2024 . |
| Deferred Comp (Restoration Plan) | 2024 contributions $53,855; balance $1,675,118; invested in “rabbi trust,” subject to creditor claims; forfeiture on termination for cause . |
| Pension (Old Plan) | Present value $368,093 (PBGC-terminated plan; no ongoing accruals) . |
Performance Compensation – Grants and Vesting Detail
| 2024 LTI (granted 3/5/2024) | Target Monetary Value | RSUs (#) | PSUs at Target (#) | Notes |
|---|---|---|---|---|
| Donnan | $936,000 | 6,949 | 6,949 | RSUs vest 3/5/2027; PSUs earn based on TSR (60%) and EBITDA margin (40%); max 2× target PSUs . |
Grant-date fair values for Donnan’s 2024 awards: RSUs $436,258; PSUs $607,638 (probable); PSUs max fair value $1,202,269 .
Say-on-Pay & Compensation Peer Group
- Say-on-pay approval ~98.5% in 2024, with program emphasizing pay-for-performance and no adjustments to mitigate 2022–2024 LTI underperformance .
- Peer group of 23 companies with regression-based sizing; reviewed annually with Meridian (independent consultant). Snapshot: market cap median ~$4.4B; revenue median ~$3.6B as of Nov 2023 .
Company Performance Context (for pay alignment)
| Metric | 2023 (as adjusted) | 2024 (as adjusted) |
|---|---|---|
| Net Sales ($B) | $3.087 | $3.024 |
| Conversion Revenue ($B) | $1.466 | $1.456 |
| Adjusted EBITDA ($M) | $236.3 | $241.0 |
| Adjusted EBITDA Margin (%) | 16.1% | 16.5% |
| STI Final Multiplier | — | 0.95x |
| 2022–2024 TSR | -9.95%; 37th percentile; 0.74x TSR multiplier | |
| 2022–2024 LTI Total Multiplier | 0.44x |
Compensation Structure Analysis
- Mix shifts: NEO compensation delivered via RSUs (retention) and PSUs (performance), no stock options disclosed; repricing prohibited .
- At-risk pay: ~45% of non-CEO NEO target compensation tied to company performance; long-term incentives ~35–50% of target compensation .
- Metrics rigor: STI predominantly EBITDA (85%) plus safety/quality/delivery; LTI combines multi-year TSR peer-relative and EBITDA margin; negative TSR caps TSR payout at target, and EBITDA margin thresholds enforced .
- Governance protections: robust clawbacks, ownership guidelines met, hedging/pledging prohibited; no tax gross-ups for parachutes (CEO excise tax “cutback” mechanism; key employee plan uses cutback for higher after-tax net) .
Risk Indicators & Red Flags
- Pledging/hedging ban reduces misalignment risk .
- No repricing of underwater options (and no options granted), mitigating optics and dilution risk .
- 2022–2024 LTI underperformance (EBITDA margin below threshold; TSR below median) highlights historical execution/operational challenges (Warrick magnesium force majeure, molten metal supply issues, inflation, planned outages), but committee made no retroactive adjustments; pay outcomes aligned with performance .
- Strong say-on-pay support (~98.5%) reduces governance overhang .
Investment Implications
- Compensation alignment looks solid: heavy multi-year TSR/EBITDA-margin weighting and clawbacks support pay-for-performance; Donnan’s 2022–2024 LTI paying 0.44x underscores accountability to outcomes .
- Upcoming vesting events (RSUs in Mar-2026 and Mar-2027; PSUs subject to outcomes in 2026/2027) could create mechanical selling for taxes but structural pledging/hedging prohibitions and ownership guidelines mitigate adverse alignment signals .
- Severance economics are standard and double-trigger for CIC (2× base+target; prorated STI at target), limiting windfalls while ensuring retention; equity vesting on CIC only grants PSUs based on performance through CIC, avoiding windfalls .
- Execution risk hinges on sustaining margin expansion and TSR improvement versus Materials indices; governance (Meridian, independent comp committee, peer benchmarking) and strong say-on-pay support suggest low governance friction going forward .
Data derived from Kaiser Aluminum’s 2025 DEF 14A proxy and related sections as cited above.