Kimberly T. Glas
KAISER ALUMINUMAbout Kimberly T. Glas
Kimberly T. Glas (age 49) joined the Kaiser Aluminum (KALU) Board in January 2025 as an independent director and serves on the Audit and Sustainability Committees. She is President & CEO of the National Council of Textile Organizations (since May 2019), previously served as a Commissioner on the U.S.-China Economic and Security Review Commission (2019–2024), led the BlueGreen Alliance, and holds a B.A. in History from SUNY Geneseo . She was designated by the United Steelworkers (USW) under the company’s Director Designation Agreement for the 2025 Annual Meeting slate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S.-China Economic and Security Review Commission | Commissioner | 2019–2024 | Oversight on national security implications of U.S.–China trade; policy/regulatory experience applicable to trade-sensitive aluminum end-markets |
| BlueGreen Alliance (labor–environment partnership) | Executive Director and President | Not disclosed | Labor relations and sustainability policy experience; bridges workforce and ESG perspectives |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| National Council of Textile Organizations (NCTO) | President & CEO | May 2019–Present | Industry trade association leadership; policy development and advocacy in U.S. manufacturing and sustainability |
| Other public company directorships | — | None disclosed | No other current public or registered investment company boards disclosed in biography |
Board Governance
- Committee assignments: Audit Committee member; Sustainability Committee member .
- Independence: Board determined Glas is independent under Nasdaq rules; 9 of 10 directors are independent .
- USW designation: Glas was designated by the USW under the Director Designation Agreement; the agreement was extended to 12/31/2030 and ensures at least 40% of directors are USW-nominated (subject to fiduciary duties) and at least one USW nominee sits on Audit, Executive, or Nominating & Corporate Governance if qualified .
- Board structure and meetings: Audit (6 meetings in 2024); Sustainability (4 meetings in 2024). Independent directors hold executive sessions at every board and committee meeting .
- Attendance: In 2024, all then-serving directors attended at least 75% of meetings; Glas joined in 2025, so 2024 attendance N/A .
- Ownership/Trading policies: Non-employee directors must own stock equal to 6× the annual base retainer within 5 years; hedging, pledging, margin, and share-lending are prohibited .
Fixed Compensation (Director Policy)
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $90,000 | Payable at the annual meeting; directors may elect to receive shares in lieu of cash . |
| Audit Committee – member fee | $12,000 | Increased in June 2024 to align with market; paid in addition to base retainer . |
| Audit Committee – chair fee | $22,000 | Increased in June 2024 . |
| Other committee – member fee (e.g., Sustainability) | $7,500 | Per committee served (excludes Audit which has separate schedule) . |
| Lead Independent Director fee | $30,000 | Additional annual retainer (not applicable to Glas) . |
| “Excess” meeting fees (if meeting count exceeds reasonable expectations) | $1,500 in-person; $750 virtual (per day) | Applies to affected members for excess meetings . |
| Election to take retainers in stock | Permitted | Shares calculated on 20-trading-day average prior to payment date . |
Performance Compensation (Director Equity)
| Feature | Policy / 2024 Example | Detail |
|---|---|---|
| Annual equity retainer | $140,000 | Increased from $130,000 in June 2024 to align with market median . |
| Instrument | Restricted stock | Time-based; directors receive dividends, stock dividends subject to same restrictions . |
| Grant sizing method | 20-day average price pre-grant | Example 2024: $96.89 per share; 1,444 shares granted to each non-employee director on 6/11/2024 (except two specified directors) . |
| Vesting | One-year restriction (example) | 2024 grants’ restrictions lapse on 6/11/2025 or earlier upon death/disability or change-in-control . |
Directors do not receive options or performance share awards; director equity is service-vested restricted stock only .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Glas . |
| USW/Board interlock | Glas is a USW-designated director under the Director Designation Agreement; agreement requires at least 40% USW-nominated directors and USW presence on key committees if qualified . |
Expertise & Qualifications
- Policy development and advocacy; international trade; environmental and regulatory issues; labor relations (experience with unions and environmental organizations) .
- Sustainability oversight fit: service on KALU Sustainability Committee aligns with background; the committee oversees climate/sustainability strategy, emissions targets, and leadership development .
- Education: B.A. in History, State University of New York at Geneseo .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership (as of April 17, 2025) | 775 shares (includes 775 restricted shares) . |
| Ownership as % of outstanding | <1% (based on 16,154,376 shares outstanding) . |
| Ownership guideline | 6× annual base retainer within 5 years of board service . |
| Guideline compliance status | On track to meet requirement (newer director) . |
| Hedging/pledging | Prohibited by policy (no hedging, pledging, share lending, or margin) . |
Director Compensation Snapshot (Reference – 2024 Program Mechanics)
| Element | 2024 Example | Notes |
|---|---|---|
| Annual equity grant | 1,444 restricted shares per non-employee director at $96.89 grant price average | Granted 6/11/2024; restrictions lapse 6/11/2025 . |
| Cash election into stock | Multiple directors elected shares in lieu of cash retainer | Share counts calculated on 20-day average; e.g., Arnold 1,393 shares in lieu of $134,965 . |
Related-Party and Conflicts Review
- Related-party transactions: The company reported no related-party transactions requiring disclosure under Regulation S-K Item 404(a) .
- Director Designation Agreement: Provides structured USW involvement in nominations and committee representation; board and Nominating & Corporate Governance Committee retain fiduciary oversight of nominees .
- Securities trading policy: Strong restrictions on hedging/pledging reduce misalignment risk .
Say-on-Pay & Shareholder Feedback (Context signal)
- Say-on-Pay support: Approximately 98.5% approval in 2024, indicating strong investor support for compensation governance overall .
- Ongoing engagement: Management met with holders of >50% of outstanding shares on strategy, governance, compensation, and sustainability topics in 2024 .
Governance Assessment
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Strengths
- Independent director with deep policy, trade, labor, and sustainability expertise; assignments (Audit, Sustainability) leverage her skill set .
- Robust governance architecture: majority independent board, executive sessions at every meeting, strict trading policy, and director ownership requirements .
- USW designation adds workforce perspective; agreement formalizes labor input while preserving board fiduciary duties .
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Watch items
- New to the board (January 2025), so board-specific performance track record and attendance metrics are nascent .
- USW-designated status may draw investor scrutiny around independence optics despite formal independence determination; continued demonstration of independent judgment on Audit matters will be key .
- Current beneficial ownership is modest (775 shares) as expected for a new director; policy requires ramp to 6× retainer within 5 years, and she is “on track” per company disclosure .
-
Bottom line: No related-party or trading policy red flags disclosed; independence confirmed; expertise aligns with committee roles. Early indicators are favorable for investor confidence, with attention warranted to ownership ramp and continued demonstration of independence given USW designation .