Lauralee E. Martin
KAISER ALUMINUMAbout Lauralee E. Martin
Independent director of Kaiser Aluminum Corporation since September 2010; age 74; serves as Audit Committee Chair and sits on the Compensation, Executive, and Sustainability Committees; designated an “audit committee financial expert.” Her background includes CEO of HCP, Inc.; COO/CFO and later CEO, Americas at Jones Lang LaSalle; senior finance roles at Heller Financial and GE Credit, equipping her with deep financial oversight, governance, and M&A experience relevant to board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCP, Inc. (REIT) | Chief Executive Officer & President | Oct 2013 – Jul 2016 | Led a healthcare REIT; direct experience with Sarbanes-Oxley governance and complex financial oversight . |
| Jones Lang LaSalle (JLL) | CFO (2002–2005); COO & CFO (2005–2013); CEO, Americas (Jan–Oct 2013) | 2002 – 2013 | Oversight of corporate infrastructure, accounting, investor relations; significant operational and financial leadership . |
| Heller Financial | VP, CFO, Senior Group President, President – Real Estate Group | ~15 years prior to JLL | Corporate finance and real estate lending expertise; acquisition evaluation and banking relationships . |
| GE Credit Corporation | Senior management positions | Prior to Heller Financial | Credit and risk management foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marcus & Millichap, Inc. | Director | Aug 2019 – Present | Current public company directorship . |
| Beacon Capital Management | Director | Nov 2021 – Present | Listed under “Other Current Public or Registered Investment Company Board Membership” . |
Board Governance
- Independence: Martin is independent; KALU’s board is 90% independent with fully independent Audit, Compensation, Nominating & Corporate Governance, and Sustainability Committees .
- Committee assignments: Audit (Chair), Compensation, Executive, Sustainability; committee meeting counts in 2024: Audit (6), Compensation (5), Nominating & Corporate Governance (5), Sustainability (4) .
- Attendance: Each director attended at least 75% of aggregate board and committee meetings in 2024; all directors then serving attended the 2024 annual meeting .
- Lead Independent Director and executive sessions: Independent directors meet in executive session at every board and committee meeting, with a structured LID role ensuring independent oversight .
- Related-party transactions: None requiring disclosure under Item 404(a) of Regulation S-K, reducing conflict risk .
- Say‑on‑Pay signal: 2024 executive compensation approval was approximately 98.5%, indicating strong shareholder support for pay practices overseen by the board .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $90,000 | Each director may elect shares in lieu of cash . |
| Committee chair fees | $15,000 (non‑Audit); $22,000 (Audit Chair) | Audit Chair fee increased from $15,000 to $22,000 in June 2024 . |
| Committee member fees | $7,500 per non‑Audit committee; $12,000 (Audit member) | Audit member fee increased from $7,500 to $12,000 in June 2024 . |
| Lead Independent Director retainer | $30,000 | Additional to base retainer . |
| Equity retainer (restricted stock) | Target $140,000 | Increased from $130,000 to $140,000 in June 2024 . |
| Excess meeting fees | $1,500 in‑person; $750 phone/virtual | For meetings exceeding a reasonable expected number . |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Lauralee E. Martin | 127,000 | 131,462 | 5,396 | 263,858 |
- Equity grant detail: On June 11, 2024, Martin received 1,444 shares of restricted stock (targeted $140,000), valued using the 20‑day average price of $96.89; restrictions lapse on June 11, 2025, or earlier for disability/death or upon change‑in‑control; dividends accrue (stock dividends subject to same restrictions) .
- Cash retainer election: In 2024 Martin elected to receive 1,310 shares in lieu of $126,923 of cash retainer at $96.89 per share (20‑day average), highlighting equity alignment preference .
Performance Compensation
- Directors do not have performance‑conditioned pay; equity grants are time‑based restricted stock intended to drive alignment, retention, and skin‑in‑the‑game .
- Company pay‑for‑performance programs (oversight by the board) feature rigorous metrics:
| Incentive Program | Metric | Weighting | 2024 Outcome |
|---|---|---|---|
| Short‑Term Incentive (execs) | Adjusted EBITDA | 85% | Final multiplier 0.77x for this metric; overall STI final 0.95x . |
| Safety (TCIR) | 2.5% | 0.04x . | |
| Safety (LCIR) | 2.5% | 0.05x . | |
| Quality | 5% | 0.00x . | |
| Delivery | 5% | 0.10x . | |
| Long‑Term Incentive (execs, 2022–2024) | Relative TSR | 60% | TSR multiplier 0.74x; plan multiplier 0.44x total . |
| Adjusted EBITDA Margin | 40% | 0.00x (no payout on margin metric) . |
- Governance levers: Clawback policies covering cash and equity (in addition to Dodd‑Frank/Nasdaq standards) and prohibition of hedging/pledging enhance pay discipline and alignment .
Other Directorships & Interlocks
| External Board | Sector Relation to KALU | Potential Interlock/Conflict Considerations |
|---|---|---|
| Marcus & Millichap, Inc. | Real estate brokerage; no direct supplier/customer overlap with aluminum mill products | No related‑party transactions disclosed at KALU; director limit to three other public boards without approval mitigates overboarding risk . |
| Beacon Capital Management | Investment/asset management | Same as above; no KALU related‑party transactions . |
Expertise & Qualifications
- Audit committee financial expert; extensive CFO/COO/CEO experience across public companies; deep governance and Sarbanes‑Oxley familiarity; strong acquisition evaluation and banking relationships—skills directly applicable to KALU’s risk oversight and capital allocation .
- M&A and international trade exposure; operations and finance credentials strengthen audit and compensation committee effectiveness .
Equity Ownership
| Holder | Beneficial Shares | Restricted (Unvested) | Vested (Est.) | % of Shares Outstanding |
|---|---|---|---|---|
| Lauralee E. Martin | 4,814 | 1,444 | 3,370 | <1% (based on 16,154,376 shares) |
- Stock ownership guidelines: Non‑employee directors must own stock equal to 6x base retainer within five years; Martin previously met the requirement but, after gifting shares to a family trust, is currently retaining at least 75% of net shares from equity awards until back in compliance .
- Securities policy: Prohibits hedging, pledging, margin purchases, and share lending, reinforcing long‑term alignment .
Insider Trades
| Date | Transaction | Shares | Source |
|---|---|---|---|
| Dec 3, 2020 | Sale of common stock | 11,482 | SEC EDGAR index (Form 4 filing) ; summary aggregator . |
| 2024 | Section 16 compliance | No director filing issues noted; one late Form 4 pertained to Mr. Narayan (not Martin) | Proxy disclosure . |
Governance Assessment
- Strengths:
- Audit Committee Chair with audit expert designation; rigorous committee independence and qualifications; pre‑approval control over audit/non‑audit services; transparent audit fee disclosure .
- High independence and structured executive sessions at every meeting; robust annual board and committee assessments (third‑party facilitated at least every three years) .
- Strong pay governance (clawbacks; no option repricing; no hedging/pledging; equity ownership/retention requirements) and high say‑on‑pay approval in 2024 (98.5%) .
- No related‑party transactions; director service limits to mitigate overboarding/entrenchment .
- Watch items:
- Ownership guideline shortfall following share gifting—mitigated by a defined retention plan (≥75% of net shares until compliant) .
- Overall investor confidence signal: Long-tenured, financially sophisticated audit chair with clean related‑party profile and strong governance practices; equity election in lieu of cash and RS grants support alignment, while ownership guideline remediation bears monitoring .