Vijai Narayan
KAISER ALUMINUMAbout Vijai Narayan
Vice President, Corporate Controller and Chief Accounting Officer at Kaiser Aluminum since April 2024; joined the company in November 2022 and previously served as Vice President – Finance and then as Chief Accounting Officer (June 2023–April 2024) . Age 47; CPA licensed in Tennessee; Master of Accountancy and MBA (Bowling Green State University); Bachelor of Commerce (University of Mumbai) . Company performance context during his finance leadership tenure: 2024 net sales $3.02B, adjusted EBITDA $241M, EPS $4.02, with a 0.95x company STI payout multiplier; 2022–2024 TSR was -9.95% (relative TSR metric paid at 74% for that cycle) .
| Performance context | Value |
|---|---|
| 2024 Net Sales ($B) | 3.02 |
| 2024 Adjusted EBITDA ($M) | 241 |
| 2024 EPS (GAAP, $) | 4.02 |
| 2024 STI final multiplier (companywide plan) | 0.95x |
| 2022–2024 TSR | -9.95% |
| 2022–2024 PSU payout (relative TSR component) | 74% multiplier |
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Kaiser Aluminum | VP, Corp Controller & Chief Accounting Officer | Apr-2024 – present | Principal Accounting Officer signatory on 10-Q (Q3’25), indicating accountability for financial reporting controls . |
| Kaiser Aluminum | Vice President & Chief Accounting Officer | Jun-2023 – Apr-2024 | Elevated accounting leadership prior to current role . |
| Kaiser Aluminum | Vice President – Finance | Nov-2022 – Jun-2023 | Finance leadership transition into controllership . |
| eviCore Healthcare (Cigna subsidiary) | VP Finance & Controller | Apr-2020 – Nov-2022 | Led controllership at a Cigna subsidiary . |
| Ernst & Young LLP | Partner, Financial Accounting Advisory Services | Prior to 2020 | Technical accounting/advisory leadership background . |
Fixed Compensation
- Not individually disclosed in the 2025 proxy because Vijai Narayan was not a named executive officer. The company’s 2024 program for senior management comprised base salary plus a short‑term cash incentive and equity-based long‑term incentives under the 2021 Equity and Incentive Compensation Plan .
Performance Compensation
Kaiser’s 2024 incentive design (companywide framework applicable to senior management):
- Short-term incentive (STI): 85% Adjusted EBITDA; safety (TCIR 2.5%, LCIR 2.5%); quality 5%; delivery 5%; discretionary individual modifier up to ±100% in exceptional cases; 2024 final multiplier 0.95x .
- Long-term incentive (LTI): mix of RSUs (3-year cliff) and PSUs with 60% Relative TSR vs S&P SmallCap 600 Materials and S&P MidCap 400 Materials, 40% Adjusted EBITDA Margin (3-year period; double cap on negative TSR to target) .
| Incentive | Metric | Weight | Target design / vesting | 2024/most recent outcome |
|---|---|---|---|---|
| STI (annual cash) | Adjusted EBITDA | 85% | Threshold/Target/Max with linear interpolation | Company 2024 multiplier 0.77x on EBITDA; total plan 0.95x . |
| Safety (TCIR/LCIR) | 5%/5% | Operational safety KPIs | Contributed 0.04x/0.05x in 2024 . | |
| Quality | 5% | No‑fault claim rate | 0.00x in 2024 . | |
| Delivery | 5% | On‑time delivery | 0.10x in 2024 . | |
| LTI (equity) | Relative TSR | 60% | 3‑yr PSU; payout 0–2x; capped at target if TSR negative | 2022–2024 TSR payout 74% (weighting flows into 0.44x total LTI multiplier for that cycle) . |
| Adjusted EBITDA Margin | 40% | 3‑yr PSU; threshold/target/max | 2022–2024 below threshold; 0% on this metric . | |
| RSUs | — | 3‑year cliff vesting for retention | Structure established; award levels vary by role . |
Note: Company framework shown; individual target levels for Mr. Narayan are not disclosed in the proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 7,363 shares after 11/07/2025 transaction (includes 6,355 shares acquired via RSU grants) . |
| Ownership as % of shares outstanding | ≈0.05% (7,363 / 16,154,376 shares outstanding as of 4/17/2025) . |
| Recent insider transaction | 11/07/2025: 163 shares withheld to satisfy taxes upon RSU vesting (not an open‑market sale); price $94.53; Form 4 filed 11/10/2025 . |
| 10b5‑1 trading plans | Company disclosed no adoption/modification/termination of 10b5‑1 or non‑10b5‑1 plans by any director or officer during Q3’25 . |
| Pledging/hedging | Prohibited for directors, officers, employees, and immediate family (no pledging, no hedging; no margin or share‑lending) . |
| Ownership guidelines | For senior management: 6x base salary (CEO) and 3x (other NEOs); no explicit multiple disclosed for non‑NEO officers like Mr. Narayan . |
Vesting schedules in plan design:
- RSUs: three-year cliff vesting in current LTI programs (companywide design) .
- PSUs: three-year performance period; relative TSR and Adjusted EBITDA Margin determine payout; change‑in‑control provisions avoid windfalls (only earned portion vests) .
Administrative note:
- The company disclosed that a Form 4 reporting share withholding upon a vesting for Mr. Narayan was filed late in 2024 (Section 16(a) delinquency item) .
Employment Terms
| Topic | Disclosure |
|---|---|
| Current role | VP, Corporate Controller and Chief Accounting Officer since April 2024 . |
| Company start date | Joined Kaiser Aluminum in November 2022 (VP – Finance) . |
| Employment agreements / severance | Key Employee Severance Benefit Plan named participants are West, Donnan, Walsh, and Tiffany; no explicit coverage disclosed for Mr. Narayan . |
| Clawback policies | Dodd‑Frank/Nasdaq-compliant clawback adopted Oct 2023; excess incentive-based comp recoverable after restatement; additional clawbacks in STI/equity agreements for detrimental activity . |
| Securities trading policy | Prohibits hedging, pledging, buying on margin, and share lending for insiders . |
Expertise & Qualifications
- CPA (Tennessee); Partner-level experience in EY’s Financial Accounting Advisory Services; controllership at eviCore (Cigna); advanced degrees in accountancy and business; deep technical accounting and reporting background .
- Serves as Principal Accounting Officer (signature on Q3’25 10‑Q) underscoring responsibility for internal controls over financial reporting .
Risk Indicators & Red Flags
- Late Section 16(a) filing: Company reports one late Form 4 for Mr. Narayan (share withholding upon vesting) .
- Otherwise, strong governance guardrails: no hedging/pledging; robust clawbacks; prohibition on evergreen/repricing and other compensation risk mitigants .
Compensation Structure Analysis
- Strong pay-for-performance linkage: 85% of STI tied to Adjusted EBITDA; safety/quality/delivery add operational rigor; 2024 plan paid at 0.95x, reflecting balanced outcomes .
- LTI balance between retention (RSUs, 3-year cliff) and performance (PSUs on relative TSR and Adjusted EBITDA Margin); negative TSR cap prevents windfalls .
- No pledging/hedging; robust ownership expectations for senior management and NEOs; 2024 say‑on‑pay approval ~98.5% indicates broad investor support for the framework .
Investment Implications
- Alignment: Incentives are anchored to EBITDA, margin, and relative TSR over overlapping multi‑year cycles; combined with clawbacks and hedging/pledging prohibitions, they support shareholder alignment for finance leadership roles like Mr. Narayan’s .
- Selling pressure: The November 2025 Form 4 shows tax withholding on vesting (not an open‑market sale), implying negligible incremental selling pressure; no 10b5‑1 plan activity in Q3’25 .
- Execution risk: 2022–2024 LTI EBITDA‑margin tranche paid zero while TSR tranche paid 74%; underscores continued focus on operational margin expansion, with finance leadership central to sustained improvement .
- Administrative caution: One late Form 4 filing was disclosed; while minor, it merits monitoring of insider reporting hygiene .