Kevin W. Williams - Director | KAISER ALUMINUM (KALU) Executive Profile & Compensation

About Kevin W. Williams

Kevin W. Williams (age 63) is an independent director of Kaiser Aluminum (KALU) serving since September 2021. He is President & CEO of GAA Manufacturing and Supply Chain Management and previously held senior global leadership roles at General Motors, including President & Managing Director of GM Canada and GM de Mexico. He holds a B.S. in Business Administration and Management (Tennessee State University) and an M.S. in Business Administration and Management (Central Michigan University) .

Past Roles

Organization	Role	Tenure	Committees/Impact
General Motors Company	Vice President & General Manager, Global Service and Parts Operations	—	Oversight of global aftersales operations and parts distribution; supply chain and operations expertise .
General Motors of Canada Limited	President & Managing Director	—	Country leadership; P&L and regulatory engagement experience .
GM de Mexico, Central America & Cayman Islands	Chairman, President & Managing Director	—	International, trade, and labor relations experience .
GM Worldwide / GM Europe	Global Executive Director, Supplier Quality & Development	—	Supplier quality, development, and manufacturing systems expertise .

External Roles

Organization	Role	Tenure	Notes
GAA Manufacturing and Supply Chain Management (private)	President & Chief Executive Officer	Since Aug 2018	One of the country’s largest African American-owned businesses in 3PL and supply chain; no related-party transactions with KALU disclosed .

Board Governance

Independence: The Board determined Williams is independent under Nasdaq rules (9 of 10 directors independent) .
Committees: Audit Committee member and Compensation Committee member; Audit met 6x and Compensation met 5x in 2024 .
Attendance: Each director attended at least 75% of Board and relevant committee meetings in 2024; all directors then serving attended the 2024 annual meeting .
Years of service: Director since September 2021 (Class II, term expiring 2026) .
Board skills: Matrix indicates expertise in industrial/operations, M&A, international/trade, financial/accounting, and climate-related risks .
Lead Independent Director structure and regular executive sessions at every Board and committee meeting enhance independence and oversight .

Fixed Compensation (Director)

Component (2024)	Amount (USD)
Fees Earned or Paid in Cash	$109,500
Stock Awards (grant-date fair value)	$131,462
All Other Compensation (dividends on restricted stock)	$5,396
Total	$246,358

Policy: Annual cash retainer $90,000; annual restricted stock grant targeted at $140,000; Audit member fee $12,000 (Audit chair $22,000); other committee chair $15,000; other committee member $7,500; directors may elect to receive common stock in lieu of cash retainers .
Stock ownership guideline: Non-employee directors must own KALU stock equal to 6x base retainer within five years .

Performance Compensation (Director)

Award Type	Grant Date	Shares	Vesting	Grant-Date Fair Value
Restricted Stock	June 11, 2024	1,444	100% vests on June 11, 2025 (accelerates on disability, death, or change in control)	$131,462

Directors receive time-based restricted stock; there are no disclosed performance-conditioned director equity awards .

Other Directorships & Interlocks

Category	Details
Current public company boards	None disclosed for Williams .
Compensation Committee interlocks	None; no member was an officer/employee, and no reciprocal board relationships with KALU executives were disclosed .

Expertise & Qualifications

Deep manufacturing, automotive, and supply chain leadership; labor relations exposure from global GM roles .
Financial/accounting oversight experience consistent with Audit Committee service; all Audit members met independence and financial sophistication requirements (audit committee “financial expert” criteria satisfied within committee) .
International/trade and climate-related risk experience; skills matrix shows M&A and financial/accounting competencies .
Education: B.S. (Tennessee State University); M.S. (Central Michigan University) .

Equity Ownership

Metric	Detail
Beneficial ownership (shares)	6,657 (includes 1,444 restricted shares) .
Ownership as % of outstanding	Less than 1% (per asterisk notation in beneficial ownership table) .
Ownership guidelines status	On track to meet 6x retainer within five years of joining the Board .
Hedging/pledging	Prohibited for directors; policy bars hedging and pledging and margin accounts .
Related-party transactions	None requiring disclosure under Item 404(a) (Board/Audit review required for any such transactions) .
Section 16(a) compliance	Company reports compliance in 2024 for officers/directors, with one late Form 4 noted for a non-director officer (no issue identified for Williams) .

Governance Assessment

Strengths for investor confidence:
- Independent director with Audit and Compensation committee service; Audit committee composition and independence meet heightened standards .
- Attendance at or above 75% threshold; full Board attendance at 2024 annual meeting .
- Strong director ownership framework (6x retainer) and robust anti-hedging/anti-pledging policy .
- Clean related-party profile; none requiring disclosure; shareholder-friendly compensation governance (no repricing; independent consultant; clawback compliance) .
- Say-on-pay support of approximately 98.5% in 2024 indicates favorable shareholder sentiment toward pay practices .
Watch items (not red flags, but monitor):
- External role as CEO of a large supply chain company; while no related-party transactions are disclosed, monitor for any prospective transactions or interlocks that could create perceived conflicts .
- Director ownership guideline: “on track” rather than fully met (within the five-year compliance horizon) .
RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or Section 16(a) reporting for Williams .