UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 5, 2022

KAISER ALUMINUM CORPORATION

(Exact Name of Registrant as Specified in its Charter)

(626) 252-7040

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

2022 Base Salary

On March 5, 2022, the compensation committee (the “Compensation Committee”) of the board of directors of Kaiser Aluminum Corporation (the “Company”) approved the annual base compensation of the Company's executive officers, effective April 1, 2022, including the annual base compensation of the executive officers of the Company identified below (the “Named Executive Officers”).

2022 Incentive Compensation

On March 5, 2022, the Compensation Committee also approved a short-term incentive plan for 2022 (the “2022 STI Plan”) and a long-term incentive program for the 2022 through 2024 performance period (the “2022-2024 LTI Plan”). The structure, terms and objectives of the 2022 STI Plan and 2022-2024 LTI Plan are described in more detail below and generally consistent with the structure, terms and objectives of the 2021 short-term incentive plan and the 2021-2023 long-term incentive program, except for (i) the annual increase of the adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") targets resulting in threshold, target and maximum payouts under the 2022 STI Plan, (ii) the reduction of the maximum payout from 300% to 250% for certain executive officers, including the Named Executive Officers, under the 2022 STI Plan, (iii) the reduction of the individual modifier range from +/-100% to +/-25% for certain executive officers, including the Named Executive Officers, under the 2022 STI Plan, (iv) the elimination of total controllable cost as a performance metric under the 2022-2024 LTI Plan, and (v) the increase of the weighting of the adjusted EBITDA margin performance metric under the 2022-2024 LTI Plan from 20% to 40%.

2022 STI Plan

The 2022 STI Plan is designed to reward participants for achieving certain adjusted EBITDA performance goals determined based on the return on the Company's adjusted net assets based on adjusted pre-tax operating income. Similar to the short-term incentive plan approved by the Compensation Committee in 2021, the 2022 STI Plan includes modifiers for safety (+/-10%), quality (+/-10%), delivery (+/-10%) and cost (+/-10%) performance, and permits, subject to the maximum payout opportunity described below, positive and negative adjustments to individual awards based on individual, facility, and/or functional area performance, as well as performance against other strategic initiatives, which, with respect to the Company’s executive officers, also requires approval by the Company’s Compensation Committee.  

The 2022 STI Plan provides for (i) a threshold performance level below which no payout is made, a target performance level at which the target award is available and a performance level at or above which the maximum payout is available, and (ii) minimum and maximum payout opportunities ranging from zero for less than a 6%

return on the Company’s adjusted net assets up to three times the target payout amount (except for certain executive officers, including the Named Executive Officers, as previously described) for a 30% or more return on the Company’s adjusted net assets. Each year higher adjusted net assets and depreciation and amortization costs raise the adjusted EBITDA levels required to achieve threshold, target and maximum payouts. The table below sets forth the estimated future payouts that can be earned by each of the following Named Executive Officers, under the 2022 STI Plan below the threshold performance level and at the threshold, target and maximum performance levels.  

The preceding description of the 2022 STI Plan is qualified in its entirety by the Kaiser Aluminum Fabricated Products 2022 Short-Term Incentive Plan for Key Managers, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

2022-2024 LTI Plan

The 2022-2024 LTI Plan is designed to reward participants with (i) a fixed number of time-vested restricted stock units representing 45% of the target monetary value of the 2022-2024 LTI Plan grants (40% for certain executive officers, including the Named Executive Officers other than Mr. Harvey and 30% for Mr. Harvey) and (ii) a fixed number of performance shares representing 55% of the target monetary value of the 2022-2024 LTI Plan grants (60% for certain executive officers, including the Named Executive Officers other than Mr. Harvey and 70% for Mr. Harvey) that vest, if at all, based on the Company's achievement of the performance objectives described below. The performance objective for 60% of the performance shares is based on the Company's TSR performance relative to its peer companies in the S&P 600 SmallCap Materials and S&P 400 MidCap Material Indices and for the remaining 40% of the performance shares is based on the Company's adjusted EBITDA margin performance, each over the 2022 through 2024 performance period.  

The restricted stock units issued to the 2022-2024 LTI Plan participants, including the Named Executive Officers, subject to certain limited exceptions, vest on March 5, 2024, and entitle the participants to receive one share of the Company’s common stock for each vesting restricted stock unit. The 2022-2024 LTI Plan provides for minimum and maximum vesting opportunities ranging from zero up to two times the pro rata portion of the target number of performance shares depending upon the Company's performance. Each performance share that becomes earned and vested entitles the participant to receive one share of the Company's common stock.

On March 5, 2022, the Compensation Committee approved the following grants of restricted stock units and performance shares, effective as of March 5, 2022, to the following Named Executive Officers pursuant to the terms of the 2022-2024 LTI Plan:

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The number of performance shares, if any, that are earned will be determined based on the Company performance and will vest on the later to occur of March 5, 2025 and the date on which the Compensation Committee approves the multipliers for the performance shares based on the Company's achievement of each of the performance objectives described above. Notwithstanding the foregoing, the respective target number of performance shares will be earned and immediately vest if prior to December 31, 2024 the Named Executive Officer's employment terminates as a result of death or disability, and if there is a change in control of the Company before December 31, 2024, the number of performance shares, if any, that are earned will be determined based on the Company's achievements during the performance period through the date of such change in control and will immediately vest on such date. However, if the Named Executive Officer's employment is terminated by the Company without cause or is voluntarily terminated by the Named Executive Officer for good reason, the number of performance shares, if any, that are earned will be determined based on the actual performance achieved during the performance period and will vest on the later to occur of March 5, 2025 and the date on which the Compensation Committee approves the multipliers for the performance shares based on the Company's achievement of each of the performance objectives. If the Named Executive Officer's employment is terminated by the Named Executive Officer on or after normal retirement at age 65 or older, the number of performance shares, if any, that are earned will be determined based on the actual performance achieved during the performance period and pro-rated for the number of days the Named Executive Officer was employed by the Company during the performance period.

The grants of restricted stock units and performance shares were made pursuant to the Company's 2021 Equity and Incentive Compensation Plan (the “Equity Plan”). A copy of the Equity Plan is filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company on June 3, 2021. A summary of the performance objectives for determining the number of performance shares earned under the 2022-2024 LTI Plan is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 10, 2022