Neal E. West
KAISER ALUMINUMAbout Neal E. West
Neal E. West, age 66, is Executive Vice President and Chief Financial Officer of Kaiser Aluminum (KALU), serving as EVP & CFO since March 2021 and as CFO since February 2019 after joining Kaiser in 2008 as Vice President and Chief Accounting Officer; he is a CPA and CMA with an M.S. in Information Systems (Roosevelt University) and a B.S. in Accounting & Business Administration (Illinois State University) . Company performance relevant to pay-for-performance in 2024: net sales $3.02B, conversion revenue $1.46B, net income $65.7M, adjusted EBITDA $241M, adjusted EBITDA margin 16.5%, and an STI final multiplier of 0.95x; the 2022–2024 LTI cycle paid 44% driven by TSR while the EBITDA margin metric paid 0% (TSR −9.95% vs the peer indices percentile ~37th) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kaiser Aluminum | EVP & CFO | Mar 2021–present | Not disclosed in proxy |
| Kaiser Aluminum | SVP & CFO | Feb 2019–Mar 2021 | Not disclosed in proxy |
| Kaiser Aluminum | VP & Chief Accounting Officer | Jun 2008–Feb 2019 | Not disclosed in proxy |
| Gateway, Inc. | Principal Accounting Officer | Jun 2005–May 2008 | Not disclosed in proxy |
| Gateway, Inc. | VP & Corporate Controller | Apr 2005–May 2008 | Not disclosed in proxy |
| APL Logistics, Ltd. | VP & Controller | Apr 2000–Apr 2005 | Not disclosed in proxy |
| APL Ltd.; Standard Pacific; West-Tronics, Inc. | Finance/service/support; Division Controller; Financial Manager | Not disclosed | Not disclosed in proxy |
External Roles
No public-company directorships or external board roles for Mr. West are disclosed in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 485,000 | 527,500 | 556,200 |
| Savings Plan Contributions ($) | 18,306 | 19,903 | 20,900 |
| Restoration Plan Contributions ($) | 23,945 | 11,850 | 33,240 |
| Vehicle Allowance ($) | 14,054 | 14,054 | 14,054 |
| All Other Compensation ($) | 126,885 | 110,124 | 119,755 |
| Total Compensation ($) | 1,477,817 | 2,010,709 | 2,174,710 |
Performance Compensation
Short-Term Incentive (STI) – 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Multiplier |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 85% | 170 | 230 | 300 | 217 | 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 (no-fault claim rate) | 5% | 0.300% | 0.250% | 0.200% | 0.44% | 0.00x |
| Delivery (on-time rate) | 5% | 85.0% | 87.5% | 90.0% | 90.30% | 0.10x |
| Final STI Multiplier | — | — | — | — | — | 0.95x |
| Executive | STI Target ($) | STI Maximum ($) | Actual STI Payout ($) |
|---|---|---|---|
| Neal E. West | 416,000 | 832,000 | 396,864 |
Design notes: metrics and weightings are Adjusted EBITDA 85%; Safety (TCIR & LCIR) 5%; Quality 5%; Delivery 5%; individual modifier up to ±100% in exceptional cases; maximum capped at 2.5x target .
Long-Term Incentive (LTI) – 2024 Grants (Performance Period 2024–2026)
| Component | Metric | Weight | Grant Date | Target Monetary Value ($) | Granted (Units) | Vesting |
|---|---|---|---|---|---|---|
| Performance Shares | Relative TSR vs S&P SmallCap 600 & MidCap 400 Materials | 60% | 3/5/2024 | 988,000 | 7,335 target | Earned units vest upon certification by 3/15/2027 |
| Performance Shares | Adjusted EBITDA Margin | 40% | 3/5/2024 | 988,000 | 7,335 target | Earned units vest upon certification by 3/15/2027 |
| RSUs | Retention (time-based) | — | 3/5/2024 | 988,000 total program value split ~50/50 | 7,335 | Cliff vest 3/5/2027; CIC/termination protections per award |
Relative TSR payout curve: <25th percentile = 0.0x; 25th = 0.5x; 50th = 1.0x; 75th = 1.5x; ≥90th = 2.0x; capped at target if TSR is negative .
LTI Results – 2022–2024 Cycle (Earned early 2025)
| Metric | Weight | Company Outcome | Payout |
|---|---|---|---|
| Relative TSR | 60% | TSR −9.95% (37th percentile vs indices) | 0.74x for TSR portion; contributes to 0.44x total |
| Adjusted EBITDA Margin | 40% | Avg 13.3% vs 19% threshold | 0.00x |
| Total LTI Multiplier | — | — | 0.44x |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 17,275 shares, including West Family Trust; less than 1% of shares outstanding |
| Stock Ownership Guidelines | Executives must hold 3x base salary; all NEOs, including Mr. West, satisfy the requirement |
| Hedging/Pledging | Company prohibits hedging, pledging, margin, and share lending; compliance required |
| 2024 Stock/Dividend-Related Cash | Dividends/dividend equivalents received $51,561 |
| Deferred Compensation | Restoration Plan: 2024 company contribution $33,240; 2024 earnings $23,999; aggregate balance $300,914 |
| Shares Vested in 2024 | 13,245 shares vested; value realized $950,461 |
Outstanding equity awards (as of 12/31/2024):
| Grant Type | Grant Date | Units Unvested | Vesting Terms |
|---|---|---|---|
| RSUs | 3/5/2022 | 3,453 | Vested 3/5/2025 |
| RSUs | 3/5/2023 | 4,475 | Vests 3/5/2026; CIC/termination protections |
| RSUs | 3/5/2024 | 7,335 | Vests 3/5/2027; CIC/termination protections |
| Performance Shares (Target) | 3/5/2022 | 5,180 | 44% earned based on TSR; certified 3/5/2025 |
| Performance Shares (Target) | 3/5/2023 | 6,712 | Vests based on performance by 3/15/2026; CIC/death/disability provisions |
| Performance Shares (Target) | 3/5/2024 | 7,335 | Vests based on performance by 3/5–3/15/2027; CIC/death/disability provisions |
Employment Terms
Key Employee Severance Benefit Plan (adopted Dec 2024; applies to Mr. West) :
- Termination without cause (no change in control): lump sum equal to current base salary + most recent STI target; prorated STI based on actual performance; reimbursement of post-termination health insurance premium differentials up to 12 months; release and restrictive covenant compliance required; excise tax “best net” reduction if applicable .
- Termination without cause or for good reason within 90 days prior to or 24 months after a change in control: lump sum equal to 2x (base salary + most recent STI target); prorated STI at target; health premium differential reimbursement up to 24 months; release and restrictive covenant compliance; excise tax “best net” reduction if applicable .
Illustrative estimated payouts if terminated on 12/31/2024:
| Scenario | Payments Earned but Unpaid ($) | Other Benefits ($) | Equity Awards ($) | Restoration Plan ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause/good reason (no CIC) | 43,200 | 1,403,471 | 2,286,414 | 300,914 | 4,033,999 |
| Termination without cause/good reason following CIC | 43,200 | 2,412,762 | 2,237,961 | 300,914 | 4,994,836 |
| Retirement (age 65 in 2024; retirement eligible) | 440,064 | — | 1,255,496 | 300,914 | 1,996,473 |
| Disability | 440,064 | — | 2,286,414 | 300,914 | 3,027,392 |
| Death | 440,064 | 250,000 | 2,286,414 | 300,914 | 3,277,392 |
Governance safeguards:
- Dual clawback regime (Dodd-Frank/Nasdaq compliant clawback plus company clawbacks across equity and cash awards) .
- Securities trading policy prohibiting hedging/pledging/margin lending; strong stock ownership guidelines and retention requirements (75% of net shares until guideline met) .
Compensation Structure Analysis
- Cash vs equity mix: Base salary increased 4% for Mr. West in 2024 to $561,600; the target monetary value under the 2024–2026 LTI Plan increased 4%, with ~50% RSUs and ~50% PSUs, maintaining a substantial at-risk equity component .
- STI framework tightening: Productivity metric removed; individual modifier expanded to ±100% (still capped at 2.5x); 2024 final multiplier was 0.95x, reflecting tougher quality outcomes but strong delivery and safety .
- LTI alignment: Performance shares tied 60% to relative TSR and 40% to Adjusted EBITDA margin with negative TSR cap; 2022–2024 payout was 44% (TSR) and 0% (margin), evidencing a no-windfall design during difficult conditions .
- Peer group & say-on-pay: A 23-company peer group is maintained and regression-adjusted for size; 2024 say‑on‑pay approval was ~98.5%, signaling investor support of compensation practices .
Performance Compensation (Detailed Matrix)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| STI – Adjusted EBITDA | 85% | $230M | $217M | 0.77x | Annual cash; 2024 multiplier 0.95x |
| STI – Safety (TCIR/LCIR) | 5%/5% | 1.875 / 0.400 | 1.63 / 0.16 | 0.04x / 0.05x | Annual cash |
| STI – Quality | 5% | 0.250% | 0.44% | 0.00x | Annual cash |
| STI – Delivery | 5% | 87.5% | 90.30% | 0.10x | Annual cash |
| LTI – TSR (Relative) | 60% | 50th percentile = 1.0x | 37th percentile (2022–2024) | 0.74x TSR portion | Earned shares in early 2025 for 2022–2024 |
| LTI – Adj. EBITDA Margin | 40% | 19% threshold; 22% target; 25% max (2022–2024) | 13.3% (avg 2022–2024) | 0.00x | Earned shares in early 2025 for 2022–2024 |
Investment Implications
- Alignment and governance strong: Prohibitions on hedging/pledging, robust clawbacks, and 3x salary ownership guidelines reduce misalignment risk; West meets the ownership requirement .
- Vesting calendar may create trading flow: RSUs vest 3/5/2026 and 3/5/2027 with sizable unvested balances (7,335 RSUs from 2024 grant), and certified PSUs from prior cycles delivered in early 2025; monitor potential sell-to-cover dynamics around vest dates .
- Change‑of‑control economics modest vs market: 2x (or 2x at CIC) salary+target bonus cash severance with health premium support and performance-contingent treatment of PSUs indicates limited windfall risk but meaningful retention value .
- Execution and payout sensitivity: 2024 STI paid below target (0.95x); recent LTI cycles showed sensitivity to TSR and margin (44% total for 2022–2024), reinforcing pay-for-performance coupling with strategic and operational delivery .
- Retirement eligibility: Having reached age 65 in 2024, West is retirement-eligible with defined treatment of equity and STI; consider succession/continuity plans as a medium-term retention factor .