Michael C. Arnold

About Michael C. Arnold

Michael C. Arnold, age 68, is Lead Independent Director of Kaiser Aluminum (KALU), serving on the board since September 2021. He currently chairs the Nominating & Corporate Governance Committee and is disclosed as a member of the Compensation Committee; he also sits on the Executive Committee. Arnold’s background includes CEO of Ryerson Inc. (2011–2015) and three decades in senior roles at The Timken Company (1979–2010). He holds a B.S. in Mechanical Engineering and an M.S. in Sales & Marketing from the University of Akron, with core credentials in metals manufacturing, distribution, M&A and supply chain leadership .

Past Roles

External Roles

Board Governance

• Structure and leadership

  • Lead Independent Director (LID): Arnold serves as LID following the January 2025 transition to an Executive Chair/CEO combined role; LID responsibilities include presiding over executive sessions, setting agendas for independent directors, liaison with CEO, and calling meetings of independents .
  • Independence: The board determined Arnold (and 9 of 10 directors overall) satisfies Nasdaq independence criteria; only the CEO is non‑independent .

• Committees (companywide) and 2024 activity; Arnold’s roles highlighted:

  • Executive Committee: Members included Arnold; meetings shown as “—” (not enumerated) in 2024 .
  • Audit: 6 meetings (2024) .
  • Compensation: 5 meetings (2024). 2024 members listed did not include Arnold; however, Arnold’s current bio lists Compensation Committee membership (i.e., added post‑2024) .
  • Nominating & Corporate Governance (NCG): 5 meetings (2024); Arnold is Chair .
  • Sustainability: 4 meetings (2024) .

• Attendance and engagement

  • In 2024, each director attended at least 75% of board/committee meetings during their service; all directors then serving attended the 2024 annual meeting .
  • Independent director executive sessions are required at least quarterly; LID presides .

• Governance responsibilities aligned to committees

  • NCG (chaired by Arnold) oversees CEO evaluation, conflicts of interest, board size/refreshment, and succession planning for the LID and committee chairs .

Fixed Compensation (Non‑Employee Director – 2024)

Stock-in-lieu election: In 2024, Arnold elected to receive 1,393 common shares in lieu of $134,965 of his annual retainer (price = $96.89, 20-day average before grant) .

Performance Compensation (Director Equity – Structure and 2024 Grant)

Design: Director equity is time-based restricted stock; no performance metrics apply to director grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Metals and industrial operations, distribution, and supply chain; public board leadership; M&A .
• Education: B.S. Mechanical Engineering; M.S. Sales & Marketing (University of Akron) .
• Board skills matrix: governance, financial/accounting, industrial/operations, M&A, international/trade, cybersecurity, climate-related risks (Arnold indicated across these skills) .

Equity Ownership

• Director ownership guideline: 6x annual base retainer within five years; non-employee directors must retain ≥75% of net shares until compliant. Arnold (joined 2021) is “on track” to meet the requirement .
• Hedging/pledging: Company policy prohibits hedging and pledging; margin accounts also prohibited .

Compensation Structure Analysis (Board-Supervised Programs)

• Compensation committee independence and process: All members independent; Meridian serves as independent compensation consultant; committee found no consultant conflicts .
• Clawbacks: Robust clawback provisions in cash/equity programs in addition to Dodd‑Frank/Nasdaq requirements .
• Best-practice features: No option repricing, no pledging, no hedging, no dividend equivalents on unearned performance shares, no gross‑ups .
• Say‑on‑pay: Strong support; ~98.5% approval at 2024 annual meeting—signals investor alignment with compensation framework .
• Executive LTI metrics (oversight signal):
  • Performance share metrics and weights:
    • Relative TSR: 60% (for 2022–2024, 2023–2025, 2024–2026 cycles) .
    • Adjusted EBITDA Margin: 40% (same cycles) .

Related-Party Transactions and Policies

• No related‑party transactions requiring disclosure under S‑K 404(a) reported; board highlights prohibition of hedging/pledging and robust clawbacks .
• NCG committee (chaired by Arnold) is tasked with considering potential conflicts of interest among directors and management and recommending prevention/mitigation actions .

Governance Assessment

• Positives

  • Strong independent leadership: Arnold as LID with clear authorities (executive sessions; agenda-setting; CEO liaison) .
  • Clear independence: Board determination of independence for Arnold; committees (Audit, Compensation, NCG, Sustainability) entirely independent .
  • Active committee leadership: Chairs NCG; member of Executive Committee; current materials list him on Compensation (post‑2024 refresh) .
  • Attendance and engagement: Directors met ≥75% requirement; full attendance at 2024 annual meeting .
  • Pay alignment signals: Director equity taken in stock; Arnold elected stock-in-lieu for cash retainer; strong say‑on‑pay support (98.5%) .
  • Risk controls: Prohibitions on hedging/pledging; robust clawbacks; independent pay consultant; no interlocks disclosed .

• Watch items

  • Ownership guideline ramp: Arnold is still within the five‑year window and “on track” to meet the 6x base retainer guideline, which is appropriate but warrants monitoring until fully compliant .
  • Committee rotations: Compensation Committee membership changed post‑2024; ensure workload and independence maintained as roles evolve .

Overall: Arnold’s LID role, committee leadership (NCG), and metals industry operating pedigree support board effectiveness. The stock-in-lieu election and policy framework (no hedging/pledging, clawbacks) enhance alignment and investor confidence, while strong 2024 say‑on‑pay support is a positive sentiment indicator .