KAISER ALUMINUM CORPORATION (NASDAQ:KALU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2017 Base Salary>

On March 5, 2017, 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, 2017,
including the annual base compensation of the executive officers
of the Company identified below (the Named Executive Officers)
for 2017.

2017 Incentive Compensation>

On March 5, 2017, the Compensation Committee also approved a
short-term incentive plan for 2017 (the 2017 STI Plan) and a
long-term incentive program for the 2017 through 2019 performance
period (the 2017 – 2019 LTI Plan). The structure, terms and
objectives of the 2017 STI Plan and 2017 – 2019 LTI Plan are
described in more detail below and generally consistent with the
structure, terms and objectives of the 2016 short-term incentive
plan and the 2016-2018 long-term incentive program with the
exception of the addition of a third performance metric
applicable to the performance shares granted under the 2017 –
2019 LTI Plan.

2017 STI Plan

The 2017 STI Plan is designed to reward participants for
achieving certain adjusted earnings before interest, taxes,
depreciation and amortization performance goals determined based
on the return on the Company’s adjusted net assets. Similar to
the short-term incentive plan approved by the Compensation
Committee in 2016, the 2017 STI Plan includes modifiers for
safety, quality, delivery and cost performance, and permits,
subject to the maximum payout opportunity described below,
adjustments to individual awards based on actual performance,
including individual, facility, and/or functional area
performance.

The 2017 STI Plan provides for (1) 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 (2) minimum and
maximum payout opportunities ranging from zero up to three times
the target payout amount. The table below sets forth the
estimated future payouts that can be earned by each of the Named
Executive Officers under the 2017 STI Plan below the threshold
performance level and at the threshold, target and maximum
performance levels.

The preceding description of the 2017 STI Plan is qualified in its
entirety by the Kaiser Aluminum Fabricated Products 2017 Short-Term
Incentive Plan for Key Managers Summary, which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.

2017 – 2019 LTI Plan

The 2017 – 2019 LTI Plan is designed to reward participants with
(i) a fixed number of time-vested restricted stock units and (ii) a
fixed number of performance shares that vest, if at all, based on
the Company’s achievement of the performance objectives described
below. The performance objective for 40% of the performance shares
is based on the Company’s total shareholder return (“TSR”)
performance relative to its peer companies (the “Peer Group”) in
the SP 600 Small Cap Materials index, for 40% of the performance
shares is based Company’s total controllable cost performance
(Controllable Cost), and for 20% of the performance shares is based
on the Company’s economic value added (“EVA”) performance,
determined based on the Company’s adjusted pre-tax operating
income in excess of a capital charge, each over the 2017 through
2019 performance period.

The restricted stock units issued to members of senior management,
including the Named Executive Officers, subject to certain limited
exceptions, vest on March 5, 2020, and entitle the participant to
receive one share of the Companys common stock for each vesting
restricted stock unit. The 2017 – 2019 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, 2017, the Compensation Committee approved the
following grants of restricted stock units and performance
shares, effective as of March 5, 2017, to the Named Executive
Officers to the terms of the 2017 – 2019 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, 2020 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, 2019 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, 2019, 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 as described above. 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 to the Company’s 2016 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 May 26, 2016. The form of Restricted Stock Unit Award
Agreement used to evidence the grants of restricted stock units
made to the Company’s executive officers under the 2017 – 2019
LTI Plan is attached hereto as Exhibit 10.2 and incorporated
herein by reference. The form of Performance Shares Award
Agreement used to evidence the grants of performance shares made
to the Company’s executive officers under the 2017 – 2019 LTI
Plan is filed as Exhibits 10.3 hereto and incorporated herein by
reference. A summary of the performance objectives for
determining the number of performance shares earned under the
2017 – 2019 LTI Plan is attached hereto as Exhibit 10.4 and
incorporated herein by reference.

Amendment to 2016 Restricted Stock Unit Award Agreement

Effective as of March 8, 2017, the agreements evidencing
restricted stock units granted to Messrs. Hockema and Barneson to
the long-term incentive program for the 2016 through 2018
performance period were amended. After giving effect to the
amendment, (1) the restrictions on 50% of such restricted stock
units will lapse on March 5, 2019 or earlier if such Named
Executive Officer’s employment terminates as a result of death
or disability, the Named Executive Officer’s employment is
terminated by the Company without cause, the Named Executive
Officer’s employment is voluntarily terminated by him for good
reason or in the event of a change in control of the Company and
(2) the restrictions on a pro rata portion of such restricted
stock units, determined based on the number of days the Named
Executive Officer was employed by the Company during the
restriction period, will lapse earlier if such Named Executive
Officer retires during the restriction period, with the balance
of such restricted stock units being forfeited upon such
retirement. The form of amendment is attached hereto as Exhibit
10.5 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.