Richard P. Grimley

About Richard P. Grimley

Independent director at Kaiser Aluminum (KALU) since April 2023; age 66. He is a former Senior Vice President, Global Operations at Ball Corporation and previously held senior operating leadership roles at Rexam Group; he holds a BBA from the University of Iowa and an MBA from Benedictine University . He is designated as an independent director by the Board and serves on the Compensation and Sustainability Committees . Directors are expected to attend meetings and in 2024 each director met the minimum 75% attendance threshold .

Past Roles

External Roles

Board Governance

• Independence and board structure: 90% of directors (9 of 10) are independent; Grimley is independent. Committees (Audit, Compensation, Nominating & Corporate Governance, Sustainability) are fully independent .
• Committee assignments (2024): Compensation (5 meetings), Sustainability (4 meetings). Grimley serves on both; he is not a chair .
• Attendance: Each director attended ≥75% of Board and committee meetings in 2024 .
• Lead Independent Director: Michael C. Arnold; independent executive sessions held at every Board and committee meeting .
• USW Director Designation Agreement: Extended to December 31, 2030; ensures USW may designate candidates such that at least 40% of directors are USW-nominated if elected. Grimley is a USW-designated director (also Foster and Wilcox) .
• Compensation Committee interlocks: None. During 2024, the committee included Stebbins (Chair), Grimley, Martin, Wilcox, and Williams; no member was an officer/employee or had related-party relationships requiring disclosure .

Fixed Compensation (Director)

Director compensation structure (policy): annual cash retainer $90,000 and annual restricted stock targeted at $140,000 (grant measured at 20-day average price; vests the following June); additional retainers for Lead Independent Director and committee chairs/members; Audit chair/member retainers increased in 2024 to $22,000/$12,000 respectively .
Stock-in-lieu election: In 2024 Grimley elected to receive 216 shares in lieu of $20,928 of cash retainers (valued at $96.89 per share; included in the cash retainer mix above) .

Performance Compensation (Director)

Directors do not receive performance-based pay. Equity is time-vested restricted stock aligned to service, with no performance metrics . Key grant details:

Other Directorships & Interlocks

Expertise & Qualifications

• Aluminum manufacturing and packaging operations leadership (Ball, Rexam) .
• Board skill matrix indicates Grimley brings Industrial/Operations, Mergers & Acquisitions, International/Trade, and Financial/Accounting expertise to the Board .
• USW-nominated director provides perspective on labor relations and sustainability priorities important to Kaiser’s workforce and operations .

Equity Ownership

Stock ownership guidelines: Non-employee directors must own stock equal to 6x the annual base retainer within five years; Grimley is “on track” to meet guidelines per 2025 proxy .

Governance Assessment

• Strengths for investor confidence:

  • Independent director with deep aluminum operations expertise; serves on Compensation and Sustainability committees that are fully independent .
  • Clear equity alignment via annual restricted stock grants; robust ownership guidelines (6x retainer); hedging/pledging prohibited, enhancing alignment and reducing risk .
  • No related-party transactions or compensation committee interlocks; Board conducts robust annual assessments; regular executive sessions without management .
  • High shareholder support for executive pay in 2024 (Say-on-Pay approval ~98.5%), suggesting broader confidence in compensation governance .

• Potential watch items / red flags to monitor:

  • USW Director Designation Agreement extended to 2030 with a right to designate candidates ensuring at least 40% of the Board could be USW-nominated if elected. While USW has been a “good steward” per the company and committees remain independent, investors may assess potential stakeholder influence versus independence over time .
  • Director equity grants are time-based (not performance-conditioned); while appropriate for directors, it places greater emphasis on stock ownership guidelines and trading restrictions for alignment .

• Engagement/attendance:

  • Directors (including Grimley) met the 75% attendance threshold for 2024; Board held four meetings and used unanimous written consent six times; Compensation met 5x; Sustainability met 4x, indicating active committee oversight .

Committee Assignments (current)

Insider Trades (recent)

Related Policies & Protections

• Prohibitions: No hedging/pledging/margining of company stock; no dividend equivalents on unearned performance shares (executive plans); no tax gross-ups; clawback policies compliant with Dodd-Frank and Nasdaq .
• Director stock election flexibility: Directors may elect to receive shares in lieu of some/all cash retainers, increasing equity alignment (Grimley elected partial shares in 2024) .

Summary Implications

Grimley brings directly relevant aluminum manufacturing expertise and international operations experience, with formal independence and strong alignment mechanisms (equity, ownership policy, and anti-hedging/pledging). The USW nomination framework, while longstanding and extended to 2030, warrants ongoing monitoring for potential influence; however, committee independence, lack of related-party transactions, and robust governance processes are positives for board effectiveness and investor confidence .