Keith A. Harvey
KAISER ALUMINUMAbout Keith A. Harvey
Keith A. Harvey is Chairman of the Board, President and Chief Executive Officer of Kaiser Aluminum Corporation. He became CEO and a director in July 2020 and was appointed Chairman in January 2025 (age 65) . He joined Kaiser in 1981 as an industrial engineer and held roles of increasing responsibility across engineering, sales and senior leadership; he holds a B.S. in Industrial Engineering from West Virginia University . Under his leadership in 2024, Kaiser reported net sales of $3.02B, adjusted EBITDA of $241M and net income of $65.7M, with adjusted EBITDA margin of 16.5% (as a percentage of conversion revenue); for 2022–2024, TSR was -9.95% (37th percentile vs S&P SmallCap/MidCap Materials), leading to 44% payout on the 2022–2024 PSU program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kaiser Aluminum | Chairman of the Board | Jan 2025–Present | Board leadership and strategy oversight; Lead Independent Director structure in place to balance CEO/Chair dual role . |
| Kaiser Aluminum | President & CEO (Director) | Jul 2020–Present | Enterprise leadership; capital allocation and multi‑year growth investments (e.g., Trentwood expansion, Warrick upgrades) . |
| Kaiser Aluminum | President & COO | Dec 2015–Jul 2020 | Oversaw operations during major investment cycle and post‑COVID recovery initiatives . |
| Kaiser Aluminum | EVP – Fabricated Products | Jun 2014–Dec 2015 | Led fabricated products portfolio, aligning with aerospace/general engineering end markets . |
| Kaiser Aluminum | SVP – Sales & Marketing, Aerospace & General Engineering | Jun 2012–Jun 2014 | Drove commercial strategy and customer relationships in key high‑value segments . |
| Kaiser Aluminum | VP – Sales & Marketing, Aerospace & General Engineering | 2000–Jun 2012 | Led commercial execution across aerospace/GE markets . |
| Kaiser Aluminum | VP – Sales & Marketing, Extruded Products | 1996–2000 | Managed extrusions commercial organization . |
| Kaiser Aluminum | Industrial Engineer; roles in engineering/sales across sites | 1981–1996 | Early‑career operating/engineering foundation and sales roles across Kaiser locations . |
External Roles
No outside public company directorships or external governance roles are disclosed for Mr. Harvey in the executive officer biographies of the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary paid ($) | $926,250 | $983,750 | $1,000,000 |
| All other compensation ($) | $778,493 | $225,604 | $404,604 |
| Total reported compensation ($) | $5,123,725 | $6,207,860 | $6,628,487 |
- 2024 base salary rate remained $1,000,000 at Mr. Harvey’s request (unchanged vs 2023) .
- 2024 “All Other Compensation” included: Savings Plan $41,950; Restoration Plan $196,866; dividends/dividend equivalents $153,532; vehicle allowance $12,256 .
Performance Compensation
2024 Short‑Term Incentive (STI) – Structure and Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Multiplier |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 85% | $170M | $230M | $300M | $217M | 0.77x |
| TCIR | 2.5% | 2.500 | 1.875 | 1.250 | 1.63 | 0.04x |
| LCIR | 2.5% | 0.500 | 0.400 | 0.300 | 0.16 | 0.05x |
| Quality | 5% | 0.300% | 0.250% | 0.200% | 0.44% | 0.00x |
| Delivery | 5% | 85.0% | 87.5% | 90.0% | 90.30% | 0.10x |
| Final Company Multiplier | 0.95x |
| Executive | STI Target ($) | Max ($) | Actual ($) |
|---|---|---|---|
| Keith A. Harvey | $1,150,000 | $2,300,000 | $1,097,100 |
- STI metrics: 85% Adjusted EBITDA; 5% Safety (TCIR & LCIR); 5% Quality; 5% Delivery; exceptional individual modifier up to ±100% with 2.5x cap .
Long‑Term Incentives (LTI)
- Plan design: 50% time‑vested RSUs (3‑year cliff), 50% PSUs with 3‑year performance period; PSU metrics: 60% relative TSR vs S&P SmallCap 600 & MidCap 400 Materials; 40% Adjusted EBITDA margin; negative TSR caps TSR tranche at 1.0x .
- 2024–2026 grant (approved Mar 5, 2024): Target monetary value $3,700,000; RSUs 27,471; PSUs (target) 27,471; RSUs vest Mar 5, 2027; PSUs vest after certification by Mar 15, 2027 .
| LTI Tranche | Metric | Weight | Performance Period | Targets/Notes |
|---|---|---|---|---|
| 2024–2026 PSUs | Relative TSR | 60% | 2024–2026 | 25th=0.5x; 50th=1.0x; 75th=1.5x; ≥90th=2.0x; capped at target if absolute TSR negative . |
| 2024–2026 PSUs | Adjusted EBITDA Margin | 40% | 2024–2026 | Committee‑approved margin goals; straight‑line interpolation . |
| 2024 RSUs | Time‑vested | — | 3/5/2024–3/5/2027 | 3‑year cliff vest for retention . |
Recent PSU outcomes: 2022–2024 PSU paid at 44% (TSR tranche 74% multiplier; EBITDA margin tranche 0%); TSR over period was -9.95%, ranking 37th percentile .
Multi‑Year CEO Compensation Mix and Outcomes
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock awards ($) | $3,414,128 | $4,012,956 | $4,126,783 |
| STI payout ($) | $0 (0.00x plan) | $985,550 (0.86x) | $1,097,100 (0.95x) |
| % At‑risk design (target) | >80% of CEO target comp at‑risk | >80% | >80% |
Compensation benchmarking: CEO total target compensation in 2024 was ~13% below peer median (base ~5% below; STI target ~9% below; LTI target ~15% below) . Peer group is a custom 23‑company set with regression to Kaiser’s scale .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 64,032 shares; less than 1% of 16,154,376 shares outstanding as of Apr 17, 2025 . |
| Ownership Guidelines | 6x base salary for CEO; executives must retain ≥75% of net shares until compliant; all NEOs currently in compliance . |
| Hedging/Pledging | Hedging and pledging prohibited; margin purchases and share lending prohibited . |
| Clawback | Dodd‑Frank/Nasdaq‑compliant clawback adopted Oct 2023; additional clawbacks in STI and equity award agreements . |
Upcoming vesting and potential supply:
- RSUs: 17,429 vest 3/5/2026; 27,471 vest 3/5/2027 (RSU grants from 2023/2024) .
- PSUs: 2023–2025 target 26,144; 2024–2026 target 27,471; payout contingent on TSR percentile and adjusted EBITDA margin over performance period .
- Company trading policy governs 10b5‑1 plans and prohibits hedging/pledging, which mitigates forced‑sale risk; sell‑to‑cover may occur at vest dates .
Outstanding Awards (as of 12/31/2024)
| Award | Quantity | Vest/Status |
|---|---|---|
| RSUs (3/5/2023 grant) | 17,429 | Vest 3/5/2026 . |
| RSUs (3/5/2024 grant) | 27,471 | Vest 3/5/2027 . |
| PSUs (2023–2025; target) | 26,144 | Earn/vest after certification by 3/15/2026, per metrics . |
| PSUs (2024–2026; target) | 27,471 | Earn/vest after certification by 3/15/2027, per metrics . |
Employment Terms
| Provision | CEO (Harvey) |
|---|---|
| Severance (no CoC) | 2x (base salary + STI target) lump sum; 2 years benefits; pro‑rated STI based on actual performance . |
| Change‑in‑Control (Double Trigger) | 2.5x (base salary + STI target) lump sum; 3 years benefits/perquisites; pro‑rated STI; no gross‑up (best‑net cutback) . |
| Equity on CoC | RSUs vest in full; PSUs vest based on actual performance through CoC date . |
| Nonqualified Deferred Comp | Restoration Plan balance $2,454,943 at 12/31/2024 . |
| Pension (legacy) | Present value $518,471 (Old Pension Plan; accruals frozen, PBGC‑terminated) . |
Illustrative payout sizing (12/31/2024 hypothetical terminations)
| Scenario | Total Estimated ($) |
|---|---|
| Termination without cause/for good reason (no CoC) | $16,664,859 . |
| Termination without cause/for good reason (within 90 days before/24 months after CoC) | $17,588,380 . |
Board Governance (Board Service, Committees, Independence)
- Roles: Chairman of the Board (since Jan 2025) and CEO (since Jul 2020); serves as Chair of the Executive Committee .
- Independence: 9 of 10 directors are independent; Mr. Harvey is not independent by virtue of being CEO .
- Dual‑role mitigants: Lead Independent Director (Michael C. Arnold) with defined authorities (sets executive session agendas, liaises with CEO, convenes independent sessions); independent Audit, Compensation, Nominating & Governance, and Sustainability Committees .
- Attendance: Each director attended at least 75% of board/committee meetings in 2024 .
- USW Director Designation Agreement: Extended to 2030; USW generally designates nominees to ensure ≥40% of board; USW‑designated directors sit on key committees where qualified .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net sales ($B) | $3.087 (as adjusted) | $3.024 (as adjusted) |
| Conversion revenue ($B) | $1.466 (as adjusted) | $1.456 (as adjusted) |
| Adjusted EBITDA ($M) | $236.3 (as adjusted) | $241.0 (as adjusted) |
| Adjusted EBITDA margin (%) | 16.1% (as adjusted) | 16.5% (as adjusted) |
| Shipments (B lbs) | — | 1.2 |
| GAAP Net Income ($M) | $67.8 (as adjusted) | $65.7 (as adjusted) |
| TSR ($100 initial value) | $74.06 (2023) | $76.19 (2024) |
Additional context:
- Capital allocation: 2024 capex $181M; returned $51M via dividends (18th consecutive year without reduction/suspension) .
- 2022–2024 headwinds: supply chain (magnesium force majeure), molten metal issues at Warrick, inflation, Trentwood outage; these drove 0% payout on EBITDA margin PSU metric over 2022–2024 .
Compensation & Incentives – Design Assessment
- Pay‑for‑performance: >80% of CEO target comp at‑risk; ~50% of LTI in PSUs with stringent TSR/EBITDA margin goals .
- 2024 outcomes: STI paid at 0.95x; LTI 2022–2024 paid at 0.44x; no discretionary upward adjustments to LTI despite macro/operational challenges .
- Best practices: no hedging/pledging; no guaranteed bonuses; no option repricing; robust clawbacks; independent comp committee and consultant (Meridian; no conflicts) .
- Shareholder support: Say‑on‑pay approval ~98.5% in 2024 .
- Benchmarking approach: custom 23‑company peer set with regression for size; CEO target comp ~13% below peer median in 2024 .
Director Compensation (Context for dual role)
Non‑employee directors receive a $90,000 cash retainer plus ~$140,000 in annual restricted stock; additional retainers for lead director/committee roles; director stock ownership guideline is 6x annual retainer . Mr. Harvey, as a management director, is compensated as CEO/NEO rather than under the non‑employee director program .
Related Party Transactions and Red Flags
- Related party transactions: None requiring disclosure under Item 404(a) .
- Tax gross‑ups: Removed in CEO severance; replaced with “best‑net” cutback for 280G excise tax exposure .
- Hedging/pledging: Prohibited (reduces misalignment risk) .
- Option repricing: Prohibited without stockholder approval .
Say‑on‑Pay & Shareholder Engagement
- Say‑on‑pay approval: ~98.5% for 2024, with continued annual vote cadence .
- Engagement: Company engaged shareholders representing >50% of outstanding shares in 2024 on strategy, capital allocation, succession, governance and compensation .
Expertise & Qualifications
- Education: B.S., Industrial Engineering, West Virginia University .
- Industry tenure: 40+ years at Kaiser (engineering, operations, sales/marketing, executive leadership) .
- Board qualifications: Deep aluminum industry and operating experience; currently Executive Committee Chair .
Compensation Committee Analysis (Structure and Independence)
- Compensation Committee: Independent directors; uses Meridian as independent consultant; no conflicts identified .
- Peer group review annually; for 2025, the same peer set as 2024 except removal of Howmet Aerospace due to outpaced growth .
Investment Implications
- Alignment: High at‑risk mix, rigorous TSR/EBITDA margin PSU structure, strong shareholder support and prohibitions on hedging/pledging indicate alignment with long‑term value creation .
- Retention vs pressure: Meaningful unvested RSUs/PSUs suggest retention incentive; upcoming RSU vests (Mar 2026/Mar 2027) could create mechanical sell‑to‑cover around vest dates, but hedging/pledging bans reduce forced selling risk .
- Change‑of‑control economics: Double‑trigger with 2.5x multiple is shareholder‑standard; no excise tax gross‑ups reduces red‑flag risk .
- Execution track: 2024 showcased margin expansion and higher adjusted EBITDA despite slightly lower net sales; sustained delivery on the 2024–2026 PSU EBITDA margin target would be an important signal for future LTI realizations .
- Governance: CEO/Chair dual role is tempered by a strong Lead Independent Director model and independent committees—a mitigant for independence concerns .