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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
KAISER ALUMINUM CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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[LOGO][KAC Logo]
April 21, 200023, 2001
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Kaiser Aluminum Corporation (the "Company") to be held
at 11:0010:30 a.m. on Wednesday, May 24, 2000,23, 2001, at The Power Center, 12401 South Post
Oak, Houston, Texas.
At the Annual Meeting, the holders of the Company's Common Stock, par
value $.01 per share ("Common Stock"), on March 31, 200030, 2001 (all such holders being
collectively referred to as the "Stockholders") will consider and vote, as a
single class, (i) inon the election of directors, and (ii) upon such other
business as may properly be presented to the Annual Meeting or any adjournments
or postponements thereof.
Each Stockholder is entitled to receive notice of and to vote at the
Annual Meeting and is urged to attend. Holders of shares of Common Stock have
one vote for each share held of record. Whether or not you intend to be present
at the Annual Meeting, we urge you to complete, date, sign and promptly return
the enclosed proxy card.
We look forward to seeing as many of you as possible at the Annual
Meeting.
GEORGE T. HAYMAKER, JR. RAYMOND J. MILCHOVICH
Chairman of the Board President and Chief Executive Officer
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KAISER ALUMINUM CORPORATION
5847 SAN FELIPE, SUITE 2600
HOUSTON, TEXAS 77057
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 200023, 2001
The Annual Meeting of Stockholders (the "Annual Meeting") of Kaiser
Aluminum Corporation (the "Company") will be held at The Power Center, 12401
South Post Oak, Houston, Texas, on Wednesday, May 24, 2000,23, 2001, at 11:0010:30 a.m.,
Houston time, for the following purposes:
1. To elect seven (7) directors to hold office until the Company's 20012002
Annual Meeting of Stockholders or until their respective successors
are elected and qualified; and
2. To consider and transact such other business as may properly be
presented to the Annual Meeting or any adjournments or postponements
thereof.
Holders of record of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), as of the close of business on March 31, 2000,30, 2001, are
entitled to notice of and to vote at the Annual Meeting (all such holders being
collectively referred to as the "Stockholders"). The Stockholder list will be
available commencing May 10, 2000,9, 2001, and may be inspected for purposes germane to
the Annual Meeting during normal business hours prior to the Annual Meeting at
the offices of the Company, 5847 San Felipe, Suite 2600, Houston, Texas.
By Order of the Board of Directors
JOHN WM. NIEMAND II
Secretary
April 21, 200023, 2001
IMPORTANT
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE PROVIDED FOR YOUR CONVENIENCE AND WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. ANY STOCKHOLDER WHO ATTENDS
THE ANNUAL MEETING MAY VOTE PERSONALLY ON ALL MATTERS BROUGHT BEFORE THE ANNUAL
MEETING BY FOLLOWING THE PROCEDURES DESCRIBED IN THE ATTACHED PROXY STATEMENT.
IN THAT EVENT, YOUR PROXY WILL NOT BE USED.
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KAISER ALUMINUM CORPORATION
5847 SAN FELIPE, SUITE 2600
HOUSTON, TEXAS 77057
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 200023, 2001
This proxy statement (the "Proxy Statement") is furnished to Stockholders
(as defined below) in connection with the solicitation of proxies on behalf of
the Board of Directors of Kaiser Aluminum Corporation (the "Company"), a
Delaware corporation, to be voted at the Company's Annual Meeting of
Stockholders (the "Annual Meeting") to be held on Wednesday, May 24, 2000,23, 2001, and
any adjournments or postponements thereof, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
The principal executive offices of the Company are located at 5847 San Felipe,
Suite 2600, Houston, Texas 77057, telephone (713) 267-3777.
This Proxy Statement, the Notice of Annual Meeting of Stockholders, and
the accompanying proxy card and Pre- RegistrationPre-Registration Form are being mailed,
commencing on or about April 25, 2000,24, 2001, to the record holders as of the close of
business on March 31, 2000,30, 2001, of the Company's Common Stock, par value $.01 per
share (the "Common Stock") (all such holders being collectively referred to as
the "Stockholders").
Holders of shares of Common Stock have one vote for each share held of
record. As of March 31, 2000,30, 2001, there were 79,534,21579,622,495 outstanding shares of Common
Stock.
We cordially invite you to attend the Annual Meeting. Whether or not you
plan to attend, please complete, date, sign and promptly return your proxy card
in the enclosed envelope. The persons authorized to act as proxies at the Annual
Meeting, individually or jointly, as listed on the proxy card are J. Kent
Friedman, Charles E. Hurwitz, John T. La Duc and Raymond J. Milchovich. You may
revoke your proxy at any time prior to its exercise at the Annual Meeting by
giving notice to the Company's Secretary, by filing a later-dated proxy or, if
you attend the Annual Meeting, by voting your shares in person. Proxies for the
Common Stock will be voted in accordance with the directions specified thereon
or, in the absence of instructions, "FOR" the election of the directors as set
forth in this Proxy Statement.
All Stockholders, or their duly appointed proxies, may attend the Annual
Meeting. Seating, however, is limited. Admission to the Annual Meeting will be
on a first-come, first-served basis. Registration is expected to begin at 9:30
a.m., and seating is expected to be available at approximately 10:4515 a.m.
Cameras, recording equipment, communication devices or other similar equipment
will not be permitted in the meeting room without the prior written consent of
the Company. In addition, posters, placards and other signs and materials may
not be displayed ininside the meeting room.facility. The Annual Meeting will be
conducted in accordance with certain rules and procedures established by the
Company. These rules and procedures will be announced or otherwise made
available at the Annual Meeting.
PLEASE NOTE THAT IF YOU HOLD YOUR SHARES IN "STREET NAME" (THAT IS,
THROUGH A BROKER, BANK OR OTHER NOMINEE), YOU WILL NEED TO BRING A COPY OF A
BROKERAGE OR SIMILAR STATEMENT REFLECTING YOUR STOCK OWNERSHIP AS OF THE RECORD
DATE. ALL STOCKHOLDERS, OR THEIR DULY APPOINTED PROXIES, WILL BE REQUIRED TO
CHECK IN AT THE REGISTRATION DESK PRIOR TO THE ANNUAL MEETING. IN ADDITION, ALL
STOCKHOLDERS, REGARDLESS OF THEIR FORM OF OWNERSHIP, AND ALL PROXIES WILL ALSO
BE
REQUIRED TO VERIFY THEIR IDENTITY WITH A DRIVER'S LICENSE OR OTHER APPROPRIATE
IDENTIFICATION BEARING A PHOTOGRAPH.
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In order to expedite your admission to the Annual Meeting, we suggest that
you pre-register by completing and returning the Pre-Registration Form being
sent to you withwhich accompanies this
Proxy Statement. Alternatively, you may pre-registerStatement and sending it by submitting the Pre-Registration Formfacsimile to the Company by facsimile1-866-771-1361 on or before the
close of business on May 19, 2000, at 1-877-276-6983. Persons who
pre-register will be required to verify their identity at the registration table
with a driver's license or other appropriate identification bearing a
photograph.18, 2001. Please contact the Company at 1-877-276-69031-866-771-1364
if you have any questions regarding the pre-registration process.
The presence, in person or by proxy, of the holders of shares of Common
Stock entitled to cast a majority of the votes entitled to be cast at the Annual
Meeting is required to constitute a quorum for the transaction of business at
the Annual Meeting. Under Delaware law, abstentions, and broker non-votes (i.e.,
shares held in street name as to which the broker, bank or other nominee has no
discretionary power to vote on a particular matter, has received no instructions
from the persons entitled to vote such shares, and has appropriately advised the
Company that it lacks voting authority) and withhold authority designations are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business, but will
not be treated as shares present and entitled to vote at the Annual Meeting (and
not counted in the vote totals) with respect to such matters on which the broker
could not vote. Abusiness. Directors are elected by a plurality of the votes of
the shares of Common Stock present in person or by proxy is
necessaryat the Annual Meeting.
Votes for the election of directors. With regard to the election of
directors votes may be cast in favor or withheld; votes that are withheld
and broker non-votes will be excluded entirely from the vote and will have no effect on the outcome. Abstentions may not be
specified in the election of directors.
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOUR SHARES ARE REGISTERED IN THE NAME OF
A BROKER, BANK OR OTHER NOMINEE, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND INSTRUCT HIM OR HER TO VOTE THE PROXY CARD AS SOON AS POSSIBLE. IF
YOU PLAN TO ATTEND THE ANNUAL MEETING TO VOTE IN PERSON AND YOUR SHARES ARE
REGISTERED IN THE NAME OF A BROKER, BANK OR OTHER NOMINEE, YOU MUST SECUREOBTAIN A
PROXY FROM SUCH NOMINEE ASSIGNING VOTING RIGHTS TO YOU FOR YOUR SHARES.
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ELECTION OF DIRECTORS
At the Annual Meeting, seven directors will be elected by the Stockholders
to serve until the 20012002 Annual Meeting or until their respective successors are
duly elected and qualified. The seven nominees receiving the highest number of
votes will be elected.
The seven persons nominated for election to the Board of Directors at the
Annual Meeting are Robert J. Cruikshank, James T. Hackett, George T. Haymaker,
Jr., Charles E. Hurwitz, Ezra G. Levin, Raymond J. Milchovich, and James D.
Woods, and James T.
Hackett. Messrs. Cruikshank, Haymaker, Hurwitz, Levin, Milchovich, and WoodsWoods. All of these persons are currently members of the Board of Directors.
See, "Executive Officers and Directors" and "Principal Stockholders" for
information concerning each of the nominees, including their business experience
during the past five years and the number of shares of Common Stock owned
beneficially by each of them as of March 31, 2000.30, 2001. Each of the nominees has
consented to serve as a member of the Board of Directors if elected.
The persons named on the enclosed proxy card will vote the shares of
Common Stock represented thereby for the election of the Company's nominees,
except where authority has been withheld as to a particular nominee or as to all
such nominees. Should any nominee decline or be unable to serve as a director of
the Company, which is not anticipated, the persons named on the enclosed proxy
card will vote for the election of such other person as the Board of Directors
may recommend.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL SUCH
NOMINEES.
OTHER BUSINESS
Neither the Board of Directors nor management intends to bring before the
Annual Meeting any business other than the matter referred to in the Notice of
Annual Meeting of Stockholders and this Proxy Statement, nor is any stockholder
entitled under the Company's Amended and Restated By-laws to bring any such
other matter before the Annual Meeting. Nonetheless, if any other business
should properly come before the Annual Meeting, or any adjournments or
postponements thereof, the persons named on the enclosed proxy card will vote on
such matters according to their best judgment.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company (sometimes referred to herein as the
"Board") held ninesix meetings and acted by written consent on three occasions
during 1999.2000. In addition, management confers frequently with the directors on an
informal basis to discuss Company affairs. During 1999,2000, no director attended
fewer than 75% of the aggregate of the meetings of the Board and all committees
of the Board on which he served.
The Board has four standing committees. These committees consist of the
Executive, Audit, Compensation Policy, and Section 162(m) Compensation
Committees. The Board does not have a standing nominating committee nor does it
have any committee performing a similar function.
The Executive Committee meets on call and has authority to act on most
matters during the intervals between meetings of the entire Board. The current
members are Messrs. Haymaker, and Hurwitz (Chairman). and Milchovich. The Executive
Committee which did not meet during 1999,held one meeting and acted by written consent sixfour times in 1999.2000.
The current membersAudit Committee serves as an independent and objective party to
oversee the integrity of the Company's accounting and financial reporting
processes and internal control system that management and the Board have
established. Consistent with such function, the Audit Committee are Messrs. Levinencourages
continuous improvement of, and Cruikshank
(Chairman). The Audit Committee meets with appropriate Company financialfosters adherence to, the Company's policies,
procedures and legal personnel, internal auditorspractices at all levels. Further, it reviews and appraises the
independence and performance of the Company's independent public accountants and reviewsthe
performance of the Company's internal auditing department, and provides an open
avenue of communication among senior management, the independent accountants,
the internal controls of the Companyauditing department and the objectivity and
appropriatenessBoard. The Board of its financial reporting. The Audit Committee also recommends
to the Board the appointment and retention of the independent public accountants
to serve as auditors in examining the corporate accounts of the Company andDirectors has
the authority to supervise and direct the financial reporting, affairs, policies
and procedures of the Company, limited only by restrictions imposed by
applicable law, rule or regulation. The independent public accountants
periodically meet privately withadopted a written charter for the Audit Committee, which is attached hereto as
Appendix A. Messrs. Cruikshank (Chairman), Hackett,
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Levin, and have access to the
Audit Committee at any time.Woods currently serve as members of this committee. The Audit
Committee met three timeson five occasions during 1999.
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time. The Board has determined that each of Messrs. Cruikshank, Hackett, Levin
and Woods are "independent" within the meaning of the New York Stock Exchange's
new rules concerning audit committees.
The Compensation Policy Committee (the "Policy"Compensation Committee")
administers thecompensation and benefit plans, programs and related trust
agreements maintained by the Company and/or its subsidiaries, except to the
extent such administration is reserved to the Section 162(m) Compensation
Committee.Committee (the "Section 162(m) Committee"). The PolicyCompensation Committee has the
authority to review and approve proposals concerning or related to (i) senior
management salaries and other compensation, (ii) the establishment, termination,
merger, or change of suchthe aforesaid benefit plans, programs or trust agreements,
(ii)and (iii) material amendments to any such existing benefit plan, program or
trust agreement, and (iii) senior management salaries and other
compensation.agreement. The PolicyCompensation Committee also has the authority to establish
and approve criteria for senior management to be used in determining awards, and
to approve any actual awards to be made, under such plans and programs. The
PolicyCompensation Committee does not have such authority and does not perform the
foregoing functions in respect of (i) the compensation of certain senior
executive officers of the Company determined from time to time by the Section
162(m) Compensation Committee, (the "Section 162(m) Committee"), and (ii) any benefit plan, program, or trust maintained by the
Company and/or its subsidiaries to the extent that it is designed or otherwise
intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), as to which authority is granted to, and such functions
are to be performed by, the Section 162(m) Committee. The PolicyCompensation Committee
supervises plan committees other than the Section 162(m) Committee and may
delegate the administration and investment decisions concerning plans to
committees established for those purposes. Messrs. Cruikshank,Hackett, Levin (Chairman) and
Woods currently serve as members of the PolicyCompensation Committee. The PolicyCompensation
Committee, which met 25five times during 1999,2000, did not act by written consent
during 1999.2000.
The Section 162(m) Committee (a) administers thecompensation and benefit
plans, programs and related trust agreements maintained by the Company and/or
its subsidiaries, and (b) has the authority to review and approve proposals
concerning or related to (i) salaries and other compensation, (ii) the
establishment, termination, merger, or change of suchthe aforesaid benefit plans,
programs, and trust agreements, (ii)and (iii) material amendments to any such
existing benefit plan, program or trust agreement, and (iii) salaries and other
compensation, in each case to the extent
that such plans, programs, trust
agreements, salaries and other compensation, plans, programs, and trust agreements
are designed or otherwise intended to comply with Section 162(m) of the Code.
The Section 162(m) Committee also has the authority to establish and approve
criteria to be used in determining awards, and to approve any actual awards to
be made, under such plans and programs to the extent that such plans, programs
and awards are designed or otherwise intended to comply with Section 162(m) of
the Code. The Section 162(m) Committee determines from time to time the senior
executive officers of the Company whose compensation shall be subject to the
review and approval of the Section 162(m) Committee. Messrs. Cruikshank (Chairman)Hackett and Woods
(Chairman) currently serve as members of the Section 162(m) Committee. The
Section 162(m) Committee which met 24six times during 1999, did not actand acted by written consent one time
during 1999.2000.
DIRECTOR COMPENSATION
Each of the directors who wasis not an employee of the Company, the Company's
parent, MAXXAM Inc. ("MAXXAM"), or the Company's principal subsidiary, Kaiser
Aluminum & Chemical Corporation ("KACC"), received agenerally receives an annual base fee
of $40,000 for 1999, $10,000services as a director, a portion of which wasis paid in the form of an option
to purchase shares of Common Stock, as more fully described below. Non-employeeFor the year
2000, the base fee was $40,000, including $10,000 of value in stock options.
Beginning in 2000, such stock options will be granted in May for services
rendered during the prior 12 months. Accordingly, the grant made in May 2000 was
appropriately prorated to cover services rendered from January through May 2000.
During 2000, in respect of base compensation, Messrs. Cruikshank, Levin and
Woods each received $34,167, of which $4,167 of value was in the form of stock
options, and Mr. Hackett, who was elected to the Board of Directors at the May
2000 Annual Meeting of Stockholders, received $18,132 in cash. Mr. Haymaker's
compensation for services as a director is covered by a separate agreement with
the Company, which is discussed below.
For the year 2000, non-employee directors of the Company and KACC who were also
non-employee directors of MAXXAM, also received director or committee fees for serving as a director of the Company and/or KACC in addition
to the fees received from
MAXXAM. In addition, the non-employee Chairman of each of the committees was
paid a fee of $3,000 per year for services as Chairman. All non-employee
committee members
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also generally received a fee of $1,500 per day per committee meeting held in
person on a date other than a Board meeting date and $500 per formal telephonic
committee meeting. In respect of 1999,2000, Messrs. Cruikshank, Hackett, Levin, and
Woods received an aggregate of $16,500, $16,500,$8,250, $1,500, $7,500, and $2,000,$4,750, respectively,
in such committee fees from the Company and KACC in the form of cash payments.
Non-employee directors are eligible to participate in the Kaiser 1997
Omnibus Stock Incentive Plan (the "1997 Omnibus Plan"). In 1999,2000, non-employee
directors participated in a program under the 1997 Omnibus Plan pursuant to
which each non-employee director received an optionwas entitled to receive as part of his base fee
for the year options valued at $10,000 to purchase Common Stock at a price established by the Board
which would be equal
to or greater than the average of the high and low market price of the Common Stock on the day
of the grant. The grant, had a value of
$10,000, andwith the number of shares covered by the options was determined using
the Black-Scholes option pricing method. Each suchPrior to 2000, the annual stock option
becomes exercisable asgrant was made in December of each year for services during the prior twelve
months. In 2000, the program was modified so that the annual grant will be made
in May with respect to all ofservices rendered during the shares covered bypreceding twelve months.
Accordingly, the option one year from the dateamount of the grant and is exercisable for a period ending ten years from the date of grant.made in May 2000 was appropriately
prorated. On December 15, 1999,May 31, 2000, in respect of 1999 services for the period from January
through May 2000, Messrs. Cruikshank, Levin, and Woods each received options
under the program to purchase 2,6671,191 shares of Common Stock at an exercise price
of $9.00$4.3438 per share. For 2000, the foregoing program
has been modified. Annual stock option grants will be made in May of each year
with respect to services rendered during the preceding twelve months, with the
May 2000 grant to be appropriately prorated for the period January through May
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2000. The exercise price of each option will be the average of the high and low
market price of the Common Stock on the date of the grant. In general, such stock options will become exercisable at
the earlier of (a) the time when the Common Stock trades at $10 or more per
share for 20 consecutive trading days and at least one year has elapsed since
the date of the grant, or (b) nine years after the date of grant, and such
options generally will be exercisable for a period ending ten years from the
date of grant. Because Mr. Hackett did not become a director until the end of
May 2000, he did not receive an option grant under this program during 2000.
Effective 2001, the value of the grant to be made under this program will be
increased to $20,000. The exercise price will be the average of the high and low
market price for the Common Stock on the date of the grant. In 1999,general, such
stock options will become exercisable one year from the date of the grant, and
will be exercisable for a period of ten years from the date of grant.
In 2000, the Company had a program pursuant to which a one-time grant of
an option to purchase Common Stock was to be made to each new non-employee
director of the Company based on the market price of such stock on the day of
the grant. In each instance the grant was to have a value of $10,000, and the
number of shares covered by the option was to be determined using the
Black-Scholes option pricing method. Each option would become exercisable as to all of the shares
covered by the option one year from the date of grant. No options were granted
under this program in 1999. For 2000, the foregoing program has been modified to
provide that, in general, such stock options will be granted as soon as
practicable after the election of the non-employee director and become
exercisable at the
earlier of (a) the time when the Common Stock trades at $10 or more per share
for 20 consecutive trading days and at least one year has elapsed since the date
of the grant, or (b) nine years after the date of grant. On February 29, 2000,
Mr. Woods received an option under such program to purchase 2,358 shares of
Common Stock at an exercise price of $5.5625 per share. KACCOn May 31, 2000, Mr.
Hackett also received an option under such program to purchase 2,858 shares of
Common Stock at an exercise price of $4.3438 per share. This program has adopted programs identicalbeen
discontinued commencing with the year 2001.
Directors are reimbursed for travel and other disbursements relating to
Board and committee meetings, and non-employee directors are provided travel
accident insurance in respect of Company-related business travel. Subject to the
programs describedapproval of the Chairman of the Board, directors also may be paid additional ad
hoc fees for extraordinary services in the two
preceding paragraphs, andamount of $750 per one-half day or
$1,500 per day.
Effective 2001, the base fee payable to non-employee directors was
increased to $50,000, of which $20,000 of value will be paid in the form of
options to purchase Common Stock. In addition, each non-employee member of the
CompanyBoard will receive a fee of $1,500 per day for all Board meetings attended in
person and KACC has expressed its
intention that$500 for each formal telephone meeting of the Board. The existing
programs not be deemed to duplicate benefits with respect to
individuals who servefor reimbursement of travel expenses and payment of additional amounts
for services as a directorChairman for certain Committees of both the CompanyBoard, for attendance at
certain meetings of such Committees and KACC.for certain special activities, shall
continue unmodified.
The Company and KACC also have a deferred compensation program in which all
non-employee directors are eligible to participate. By executing a deferred fee
agreement, a non-employee director may defer all or part of the fees from the
Company and KACC for services in such capacity for any calendar year. The
deferred fees are credited to a book account and are deemed "invested," in 25%
increments, in two investment choices: in phantom shares of Common Stock and/or
in an account bearing interest calculated using one-twelfth of the sum of the
prime rate plus 2% on the first day of each month. If deferred, fees, including
all earnings credited to the book account, are paid in cash to the director or
beneficiary as soon as practicable following the date the director ceases for
any reason to be a member of the Board, either in a lump sum or in a specified
number of annual installments not to exceed ten, at the director's election.
With
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the exception of Mr. Haymaker, for the yearwho commenced deferring his fees in 2000, no
deferral elections have been made under this program.
Subject to the approval of the Chairman of the Board, directors may also be
paid additional ad hoc fees for extraordinary services in the amount of $750 per
one-half day or $1,500 per day. Directors are reimbursed for travel and other
disbursements relating to Board and committee meetings, and non-employee
directors are provided travel accident insurance in respect of Company-related
business travel.
Fees to directors who are also employees of KACC or MAXXAM are deemed to
be included in their salary. Directors of the Company were also directors of
KACC and received the foregoing compensation for acting in both capacities.
As of January 1, 2000, Mr. Haymaker, KACC and the Company have entered into an
agreement concerning the terms upon which he willwould serve as a director and
non-executive Chairman of the Boards of the Company and KACC through the
Company's 2001 Annual Meeting. Under the agreement, Mr. Haymaker shall,provides
consulting services to the Company and KACC, in addition to acting as a
director, provide consulting services todirector. For the Company and KACC. Theyear 2000, Mr. Haymaker's compensation under the agreement provides for base compensation ofwas
$250,000, per annum, of which $40,000 representsrepresented his base Director's fee and any Board
committee fees otherwise payable,payable. For the year 2001, Mr. Haymaker's annual base
compensation will be $250,000, inclusive of his base Director's fee and any
Board committee fees otherwise payable. He also will be eligible for annual
incentive compensation for 2000 having a target amount of $50,000, payable upon the
achievement of goals established by the Board. Mr. Haymaker's base compensation
and any incentive compensation for 2001 will be prorated for service through the
expiration of the agreement. Compensation under the agreement is payable in
cash. As permitted by the agreement, Mr. Haymaker has elected to defer receipt
of the Director fee portion of the compensation in accordance with the deferred
compensation program discussed above.
-5-COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee or the Section 162(m) Committee
was, during the 2000 fiscal year, an officer or employee of the Company or any
of its subsidiaries, or was formerly an officer of the Company or any of its
subsidiaries or, other than Mr. Levin, had any relationships requiring
disclosure by the Company under Item 404 of Regulation S-K. Mr. Levin served on
the Company's Compensation Committee and Board of Directors during 2000 and is
also a member of the law firm of Kramer Levin Naftalis & Frankel LLP, which
provided legal services to the Company and its subsidiaries during 2000 (the
revenues from such services accounting for less than 1% of that firm's revenues
in 2000).
During the Company's 2000 fiscal year, no executive officer of the Company
served as (i) a member of the compensation committee (or other board committee
performing equivalent functions) of another entity, one of whose executive
officers served on the Compensation Committee or Section 162(m) Committee of the
Company, (ii) a director of another entity, one of whose executive officers
served on any of such committees, or (iii) a member of the compensation
committee (or other board committee performing equivalent functions) of another
entity, one of whose executive officers served as a director of the Company.
-6-
910
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information, as of March 31, 2000,30, 2001,
with respect to the executive officers directors and nominees for directordirectors of the Company and certain
executive officers of KACC. All officers and directors hold office until their
respective successors are elected and qualified or until their earlier
resignation or removal.
NAME POSITIONS AND OFFICES WITH THE COMPANY AND KACC*
- --------------------- --------------------------------------------------------------------------------------- ---------------------------------------------------------------
Raymond J. Milchovich President, Chief Executive Officer, Chief Operating Officer and Director
John T. La Duc Executive Vice President and Chief Financial Officer
Jack A. Hockema Executive Vice President of the Company and KACC; President of
Kaiser Fabricated Products**
J. Kent Friedman Senior Vice President and General Counsel
John Barneson Vice President and Chief Administrative Officer
Joseph A. Bonn Vice President, of the Company; Vice President, Commodities Marketing, Corporate Planning and
Development
James L. Chapman Vice President of KACCPrimary Aluminum Operations**
Robert E. Cole**Cole Vice President, Government Affairs**
Wayne R. Hale** Vice President, and President of Kaiser Primary Products**
JackEdward A. HockemaKaplan Vice President of the Company; Executive Vice President of KACC
and President of Kaiser Fabricated ProductsTaxes
W. Scott Lamb Vice President, Investor Relations and Corporate Communications
Daniel D. Maddox Vice President and Controller
Ronald L. Reman Vice President, Special Initiatives
Geoffrey W. SmithKris S. Vasan Vice President, of the Company and KACC; President of Kaiser
Alumina
Karen A. Twitchell Vice President and Treasurer
Kris S. Vasan** Vice President, FinancialStrategic Risk Management**Management
Robert W. Warnock Vice President, Performance Measurement and Analysis
John Wm. Niemand II Secretary
Robert J. Cruikshank Director
James T. Hackett Director
George T. Haymaker, Jr. Chairman of the Board and Director
Charles E. Hurwitz Vice Chairman of the BoardBoard** and Director
Charles E. Hurwitz Vice Chairman of the Board** and Director
Ezra G. Levin Director
James D. Woods Director
James T. Hackett ---D. Woods Director
- ------------------
* Except----------------
*Except as otherwise indicated, positions are with both the Company and KACC.
**KACC only
Raymond J. Milchovich. Mr. Milchovich, age 50,51, was elected a director of
the Company in May 1999 and of KACC in June 1999. He became Chief Executive
Officer of the Company and KACC in January 2000 and has served as President of
the Company and KACC since July 1997. He also served as Chief Operating Officer
of the Company and of KACC sincefrom July 1997.1997 through May and June 2000,
respectively. He became a Vice President of the Company in May 1997 and served
in such capacity through July 1997. He served as Vice President, President of
Kaiser Flat-Rolled Products, of KACC from June 1995 through July 1997. From July
1986 to June 1995, Mr. Milchovich served as Divisional Vice President of KACC's
flat-rolled products business unit and Works Manager of KACC's Trentwood
facility in Spokane, Washington.
John T. La Duc. Mr. La Duc, age 57,58, was elected Executive Vice President
and Chief Financial Officer of the Company effective September 1, 1998, and of KACC
effective July 31, 1998. Mr. La Duc served as Vice President and Chief Financial
Officer of the Company from June 1989 and May 1990, respectively, and was
Treasurer of the Company from August 1995 until February 1996 and from January
1993 until April 1993. He was also Treasurer of KACC from June 1995 until
February 1996, and served as Vice President and Chief Financial Officer of KACC
from June 1989 and January 1990, respectively. Since September 1990, Mr. La Duc
has served as Senior Vice President of MAXXAM. -6-
10
Mr. La Duc also serves as a Vice
President and a director of MAXXAM Group Holdings Inc., a wholly owned
-7-
11
subsidiary of MAXXAM and parent of MAXXAM's forest products operations ("MGHI"),
as a Vice President and manager on the Board of Managers of Scotia Pacific
Company LLC ("Scopac LLC"), a wholly owned subsidiary of MAXXAM engaged in
forest product operations and successor by merger in July 1998 to Scotia Pacific
Holding Company, and as a director and Vice President of The Pacific Lumber
Company, the parent of Scopac LLC ("Pacific Lumber"). He previously served as
Chief Financial Officer of MAXXAM from September 1990 until December 1994.
J. Kent Friedman. Mr. Friedman, age 56, was elected to the position of
Senior Vice President and General Counsel of the Company and KACC effective
December 1999. He was a partner of Mayor, Day, Caldwell & Keeton, L.L.P., a
Houston law firm, from 1982 until December 1999, and he was Managing Partner of
that firm from 1982 through 1992. Prior to 1982, he was a partner at Butler &
Binion, also a Houston law firm. Mr. Friedman has served as General Counsel of
MAXXAM since December 1999 and served as Acting General Counsel of that company
until his appointment as its General Counsel. He also has served as a director
of Pacific Lumber and a manager on the Board of Managers of Scopac LLC since
September 1999, and as a director of SHRP General Partner, Inc. ("SHRP") since
October 1995.
John Barneson. Mr. Barneson, age 49, was elected to the position of Vice
President and Chief Administrative Officer of the Company and KACC effective
December 1999. He served as Engineered Products Vice President of Business
Development and Planning from September 1997 until December 1999. Mr. Barneson
served as Flat-Rolled Products Vice President of Business Development and
Planning from April 1996 until September 1997. Mr. Barneson has been an employee
of KACC since September 1975 and has held a number of staff and operation
management positions within the flat-rolled and engineered products business
units.
Joseph A. Bonn. Mr. Bonn, age 56, has been Vice President of the Company
since May 1997 and has been Vice President, Commodities Marketing, Corporate
Planning and Development of KACC since September 1999. He served as Vice
President, Planning and Development of KACC from March 1997 through September
1999. He served as Vice President, Planning and Administration of the Company
and KACC from February 1992 and July 1989, respectively, through May 1997 and
July 1997, respectively. Mr. Bonn has served as a Vice President of KACC since
April 1987 and served as Senior Vice President--Administration of MAXXAM from
September 1991 through December 1992. He was also KACC's Director of Strategic
Planning from April 1987 until July 1989. From September 1982 to April 1987, Mr.
Bonn served as General Manager of various aluminum fabricating divisions. Mr.
Bonn also serves as a director and on the Compensation Committee of National
Refractories Corporation.
Robert E. Cole. Mr. Cole, age 53, has been a Vice President of KACC since
March 1981. Since September 1990, Mr. Cole also has served as Vice
President--Federal Government Affairs of MAXXAM and as a Vice President of
Pacific Lumber. Mr. Cole is currently a member of the United States Auto Parts
Advisory Committee to the United States Congress.
Wayne R. Hale. Mr. Hale, age 44, became a Vice President of KACC effective
November 1997 and President of Kaiser Primary Products effective December 1997.
From January 1, 1997, until accepting his current position, Mr. Hale served as
the Managing Director of Anglesey Aluminium Limited, a United Kingdom
corporation 49% owned by KACC ("Anglesey"), on behalf of Rio Tinto plc, the
owner of the 51% interest in Anglesey. Anglesey owns and operates an aluminum
smelter and port facility in Holyhead, Wales. Between August 1990 and December
1996, Mr. Hale was employed by KACC and served as Technical Manager and then
Operations Manager of the Anglesey smelter before becoming Managing Director of
Anglesey in August 1995.
Jack A. Hockema. Mr. Hockema, age 53,54, was elected to the position of
Executive Vice President, and President of Kaiser Fabricated Products of KACC in
January 2000 and Executive Vice President of the Company effective May 2000. He has
served as Vice President of the Company sincefrom May 1997.1997 until May 2000. Mr.
Hockema becamewas Vice President of KACC and President of Kaiser Engineered Products
infrom March 1997.1997 until January 2000. He served as President of Kaiser Extruded
Products and Engineered Components from September 1996 to March 1997. Mr.
Hockema served as a consultant to KACC and acting President of Kaiser Engineered
Components from September 1995 until September 1996. Mr. Hockema was an employee
of KACC from 1977 to 1982, working at KACC's Trentwood facility, and serving as
plant manager of its former Union City, California, can plant and as operations
manager for Kaiser Extruded Products. Mr. Hockema left KACC to become Vice
President and General Manager of Bohn Extruded Products, a division of
Gulf+Western, and later served as Group Vice President of American Brass
-7-
11
Specialty Products until June 1992. From June 1992 until September 1996, Mr.
Hockema provided consulting and investment advisory services to individuals and
companies in the metals industry.
J. Kent Friedman. Mr. Friedman, age 57, was elected to the position of
Senior Vice President and General Counsel of the Company and KACC effective
December 1999. He was a partner of Mayor, Day, Caldwell & Keeton, L.L.P., a
Houston law firm, from 1982 until December 1999, and he was Managing Partner of
that firm from 1982 through 1992. Prior to 1982, he was a partner at Butler &
Binion, also a Houston law firm. Mr. Friedman has served as a director and Vice
Chairman of the Board of MAXXAM since May 2000 and as General Counsel of MAXXAM
since December 1999. He served as Acting General Counsel of MAXXAM from March
1998 until his appointment as its General Counsel. He also has served as a
director of Pacific Lumber and a manager on the Board of Managers of Scopac LLC
since September 1999.
John Barneson. Mr. Barneson, age 50, was elected to the position of Vice
President and Chief Administrative Officer of the Company and KACC effective
December 1999. He served as Engineered Products Vice President of Business
Development and Planning from September 1997 until December 1999. Mr. Barneson
served as Flat-Rolled Products Vice President of Business Development and
Planning from April 1996 until September 1997. Mr. Barneson has been an employee
of KACC since September 1975 and has held a number of staff and operation
management positions within the flat-rolled and engineered products business
units. Mr. Barneson served on the Board of Directors of MetalSpectrum, LLC from
June 2000 through January 2001.
Joseph A. Bonn. Mr. Bonn, age 57, has been Vice President, Commodities
Marketing, Corporate Planning and Development of the Company since May 2000 and
of KACC since September 1999. He served as Vice President, Planning and
Development of KACC from March 1997 through September 1999 and as Vice President
of the Company from May 1997 through May 2000. He served as Vice President,
Planning and Administration of the Company and KACC from February 1992 and July
1989, respectively, through May 1997 and July 1997, respectively. Mr. Bonn has
served as a Vice President of KACC since April 1987 and served as Senior Vice
President -- Administration of MAXXAM from September 1991 through December 1992.
He was also KACC's Director of Strategic Planning from April 1987 until July
1989. From September 1982 to April 1987, Mr. Bonn served as General Manager of
various aluminum fabricating divisions. Mr. Bonn also serves as a director of
National Refractories Corporation.
James L. Chapman. Mr. Chapman, age 51, was elected to the position of Vice
President of Primary Aluminum Operations of KACC effective July 2000. He served
as special assistant to the Company's and KACC's Chief Executive Officer from
March 2000 through July 2000, served as Northwest Operations Manager from August
1999 through March 2000, and held plant manager positions at the Mead and Newark
plants of KACC from June 1996 through August 1999.
Robert E. Cole. Mr. Cole, age 54, has been a Vice President of KACC since
March 1981. Since September 1990, Mr. Cole also has served as Vice President --
Federal Government Affairs of MAXXAM. From September 1990 until
-8-
12
May 2000, Mr. Cole also served as a Vice President of Pacific Lumber. Mr. Cole
is currently a member of the United States Auto Parts Advisory Committee to the
United States Congress.
Edward A. Kaplan. Mr. Kaplan, age 42, was elected to the position of Vice
President of Taxes of the Company and KACC effective March 2001. Mr. Kaplan
previously served as Director of Taxes from October 1999 through February 2001.
From July 1997 to September 1999, he served as Director of Tax Planning of the
Company and KACC, and from August 1991 through June 1997, he served as Associate
Director of Tax Planning of the Company and KACC. Mr. Kaplan was with Shell Oil
Company from February 1988 through July 1991 and Arthur Andersen LLP from
September 1981 through January 1988.
W. Scott Lamb. Mr. Lamb, age 45,46, was elected Vice President, Investor
Relations and Corporate Communications of the Company effective September 1,
1998,
and of KACC effective July 31, 1998. Mr. Lamb previously served as Director of
Investor Relations and Corporate Communications of the Company and KACC from
June 1997 through July 1998. From July 1995 through June 1997, he served as
Director of Investor Relations of the Company and KACC and from January 1995
through July 1995, he served as Director of Public Relations of the Company and
KACC.
From January 1992 through January 1995, Mr. Lamb served as
Director of Public Relations of MAXXAM.
Daniel D. Maddox. Mr. Maddox, age 40,41, was elected to the position of Vice
President and Controller of the Company effective September 1, 1998, and of KACC
effective July 31, 1998. He served as Controller, Corporate Consolidation and
Reporting of the Company and KACC from October 1, 1997 through September 1998 and
July 1998, respectively. Mr. Maddox previously served as Assistant Corporate
Controller of the Company from May 1997 to September 1997 and KACC from June
1997 to September 1997 and Director--ExternalDirector -- External Reporting of KACC from June 1996
to May 1997. Mr. Maddox was with Arthur Andersen LLP from 1982 until joining
KACC in June 1996.
Ronald L. Reman. Mr. Reman, age 42,43, was elected Vice President, Special
Initiatives of the Company and KACC in February 2000. From September 1998
through February 2000, Mr. Reman served as Vice President, Taxes of KACC and of
the Company. From September 1992 through September 1998, Mr. Reman served as
Assistant Treasurer of the Company and KACC. Mr. Reman was electedhas served as a Vice
President of MAXXAM on March 30, 2000. Fromsince September 1992, including as Vice President -- Taxes
of MAXXAM from September 1992 until March 30, 2000,
he served as Vice President--Taxes of MAXXAM.May 2000. From July 1984 until October 1986,
Mr. Reman was a Senior Manager in the Tax Department of the New York office of
Price Waterhouse after having served seven years with the New York office of
Coopers & Lybrand. Mr. Reman also serves as Vice President--TaxesPresident -- Taxes of MGHI,
Pacific Lumber and Scopac LLC.
Geoffrey W. Smith. Mr. Smith, age 53, has been a Vice President of the
Company since May 1997, President of Kaiser Alumina of KACC since March 1999 and
a Vice President of KACC since January 1992. From June 1996 through March 1999,
Mr. Smith served as President of Kaiser Aluminum Commodities of KACC. From June
1995 until June 1996, Mr. Smith served as President of Kaiser Alumina of KACC,
and from December 1994 until June 1995, Mr. Smith was General Manager of KACC's
alumina business unit. Mr. Smith previously served as Co-General Manager of
KACC's alumina business unit from September 1991 through December 1994. From
September 1990 to January 1992, Mr. Smith was Divisional Vice President of
KACC's alumina business unit. From August 1988 to August 1990, Mr. Smith was
Director of Business Development for the alumina business unit, and from 1982 to
August 1988, he was Operations/Technical Manager for KACC's Gramercy, Louisiana
facility.
Karen A. Twitchell. Ms. Twitchell, age 44, was elected to the position of
Vice President and Treasurer of the Company effective September 1, 1998, and
KACC effective July 31, 1998. She has served as Treasurer of the Company and
KACC since February 1996. Prior to that time, Ms. Twitchell was Vice President
and Treasurer of Southdown, Inc., a Houston-based company specializing in
portland and masonry cement, from April 1994 and Treasurer from 1989.
Kris S. Vasan. Mr. Vasan, age 50,51, has been Vice President, Strategic Risk
Management of KACC since June 2000 and of the Company since August 2000. He
previously served as Vice President, Financial Risk Management of KACC sincefrom June
1995.1995 through June 2000. Mr. Vasan previously served as Treasurer of the Company
from April 1993 until August 1995 and as Treasurer of KACC from April 1993 until
June 1995. Prior to that, Mr. Vasan served the Company and KACC as Corporate
Director of Financial Planning and Analysis from June 1990 until April 1993.
From October 1987 until June 1990, he served as Associate Director of Financial
Planning and Analysis.
Robert W. Warnock. Mr. Warnock, age 53,54, was elected to the position of
Vice President, Performance Measurement and Analysis of the Company and KACC
effective September 1999. He previously served as Controller, Corporate
Operations from October 1997, and served as Controller of KACC's flat-rolled
products business unit from 1993 to 1997. Mr. Warnock has been an employee of
KACC since May 1969 and has held numerous positions in the financial
organization.
John Wm. Niemand II. Mr. Niemand, age 55,56, became Secretary of the Company
in May 1997 and Secretary of KACC in June 1997. He served as an Assistant
Secretary of the Company and KACC since July 1988. Mr. Niemand has served as
Senior Assistant General Counsel of the Company and KACC since February 2000. He
previously served as -8-
12
Senior Corporate Counsel of the Company and KACC from May
1992 through December 1995, and as Assistant General Counsel of the Company and
KACC from January 1996 through January 2000.
Robert J. Cruikshank. Mr. Cruikshank, age 69,70, has served as a director of
the Company and KACC since January 1994. In addition, he has been a director of
MAXXAM since May 1993. Mr. Cruikshank was a Senior Partner in the international
public accounting firm of Deloitte & Touche from December 1989 until his
retirement in March 1993. Mr. Cruikshank served on the board of directors of
Deloitte Haskins & Sells from 1981 to 1985 and as Managing Partner
-9-
13
of the Houston office from June 1974 until its merger with Touche Ross & Co. in
December 1989. Mr. Cruikshank also serves as a director and on the Compensation
Committee of Reliant Energy
Incorporated (formerly Houston Industries Incorporated), a public utility
holding company with interests in electric and natural gas utilities, coal and
transportation businesses; a director of Texas Biotechnology Incorporated; a
trust manager of Weingarten Realty Investors; and as advisory director of
Compass Bank--Houston.
GeorgeBank - Houston.
James T. Haymaker, Jr.Hackett. Mr. Haymaker,Hackett, age 62, has served as Chairman of the
Board of the Company and KACC since January 1, 1994 (non-executive Chairman
since January 1, 2000). He served as Chief Executive Officer of the Company and
KACC from January 1, 1994 through December 31, 1999, and served as President of
the Company and KACC from May 1996 and June 1996, respectively, through July
1997. From May 1993 to December 1993, Mr. Haymaker served as President and Chief
Operating Officer of the Company and KACC. Mr. Haymaker became a director of the
Company in May 1993, and a director of KACC in June 1993. From 1987 to April
1993, Mr. Haymaker was a partner in a partnership that acquired, redirected and
operated small to medium sized companies in the metals industry. Since July
1987, Mr. Haymaker has been a director, and from February 1992 through March
1993 was President, of Midamerica Holdings (formerly Metalmark Corporation),
which is in the business of semi-fabrication of aluminum extrusions. Mr.
Haymaker also served as Chief Executive Officer and a director of Amarlite
Architectural Products, Inc., a producer of architectural curtain wall and
entrance products, from August 1990 to April 1992 and from April 1989 to
February 1993, respectively. He was a director of American Powdered Metals
Company, which was engaged in the manufacture of powdered metal components, from
August 1988 to March 1993, and Hayken Metals Asia Limited, which represented
manufacturers of aluminum and metal products, from January 1988 to April 1993.
From 1984 to 1986, Mr. Haymaker served as Executive Vice President--Aluminum
Operations of Alumax Inc., responsible for all primary aluminum and
semifabricating activities. From 1982 through 1984, he was Group Vice President,
International Operations for Alcoa, Inc., and held other executive and
management positions with that company from 1959 to 1982. Mr. Haymaker is also a
director of Flowserve Corporation, a provider of valves, pumps and seals, and a
director of CII Carbon, LLC., a producer of calcined coke.
Charles E. Hurwitz. Mr. Hurwitz, age 59, was appointed Vice Chairman of
KACC in December 1994 and has served as a director of the Company and KACC since
October and November 1988, respectively. Mr. Hurwitz has also served as a member
of the Board of Directors and the Executive Committee of MAXXAM since August
1978 and was elected Chairman of the Board and Chief Executive Officer of MAXXAM
in March 1980. From January 1993 to January 1998, he also served MAXXAM as
President. Mr. Hurwitz has also been, since its formation in November 1996,
Chairman of the Board, President and Chief Executive Officer of MGHI. He has
been, since January 1974, Chairman of the Board and Chief Executive Officer of
Federated Development Company ("Federated"), a Texas corporation primarily
engaged in the management of real estate investments and principal stockholder
of MAXXAM. Mr. Hurwitz has also served, since May 1993 and October 1995,
respectively, as a director and Chairman of the Board of SHRP, the managing
general partner of Sam Houston Race Park, Ltd., a Texas limited partnership
which operates a horse racing facility in Texas and in which MAXXAM holds a
controlling interest ("SHRP, Ltd.").
Ezra G. Levin. Mr. Levin, age 66, has been a director of the Company since
July 1991. He has been a director of KACC since November 1988, and a director of
MAXXAM since May 1978. Mr. Levin also served as a director of the Company from
April 1988 to May 1990. Mr. Levin has served as a director of Pacific Lumber
since February 1993, and as a manager on the Board of Managers of Scopac LLC
since June 1998. From January 1974 through December 1995, he served as a trustee
of Federated. Mr. Levin is a partner in the law firm of Kramer Levin Naftalis &
Frankel LLP, and served as Vice President of the New York Jewish Community
Relations Council from 1994 to 1999. Mr. Levin also served as visiting professor
at the University of Wisconsin Law School in 1998, and at Columbia College in
1992.
James D. Woods. Mr. Woods, age 68,47, has been a director of the Company
since May 19992000 and of KACC since June 1999. Mr. Woods has served as Chairman Emeritus and
Consultant for Baker Hughes Incorporated from 1997 to the present, and he was
Chairman of the Board and Chief Executive Officer of Baker Hughes Incorporated
from 1987 to
-9-
13
1996. Mr. Woods is a director of The Kroger Co.; Varco International, Inc.;
Howmet International, Inc.; Wynn's International, Inc.; and OMI Corporation.
James T. Hackett. Mr. Hackett, age 46, is a nominee for election as a
director of the Company.2000. Since January 2000, Mr. Hackett has
been Chairman, President and Chief Executive Officer of Ocean Energy, Inc., a
company engaged in oil and natural gas exploration and production worldwide.
From 1990 through 1995, Mr. Hackett worked for NGC Corporation, now known as
Dynegy, Inc., serving as Senior Vice President and President of the Trident
Division in 1995. From January 1996 until June 1997, Mr. Hackett served as
Executive Vice President of PanEnergy Corporation and was responsible for
integrated international energy development, domestic power operations, and
various corporate staff functions. PanEnergy Corporation merged with Duke Energy
Corporation in June 1997. From June 1997 until September 1998, Mr. Hackett
served as President-Energy Services Group of Duke Energy Corporation, and was
responsible for the non-regulated operations of Duke Energy, including energy
trading, risk management, and international midstream energy infrastructure
development and engineering services. From September 1998 through December 1998,
Mr. Hackett was Chief Executive Officer of Seagull Energy Corporation, a company
that was listed on the New York Stock Exchange, which was engaged primarily in
exploration and production of oil and natural gas. From January 1999 through
March 1999, Mr. Hackett assumed the additional title of Chairman of Seagull
Energy Corporation, and when Seagull Energy Corporation merged with Ocean
Energy, Inc. in March 1999, he was appointed President and Chief Executive
Officer of Ocean Energy, Inc. Mr. Hackett also serves as a director of Temple
Inland Inc. and New Jersey Resources Corporation.
George T. Haymaker, Jr. Mr. Haymaker, age 63, has served as Chairman of
the Board of the Company and KACC since January 1, 1994 (non-executive Chairman
since January 1, 2000). He served as Chief Executive Officer of the Company and
KACC from January 1994 through December 1999, and served as President of the
Company and KACC from May 1996 and June 1996, respectively, through July 1997.
From May 1993 to December 1993, Mr. Haymaker served as President and Chief
Operating Officer of the Company and KACC. Mr. Haymaker became a director of the
Company in May 1993, and a director of KACC in June 1993. From 1987 to April
1993, Mr. Haymaker was a partner in a partnership that acquired, redirected and
operated small to medium sized companies in the metals industry. Since July
1987, Mr. Haymaker has been a director, and from February 1992 through March
1993 was President, of Midamerica Holdings (formerly Metalmark Corporation),
which is in the business of semi-fabrication of aluminum extrusions. Mr.
Haymaker also served as Chief Executive Officer and a director of Amarlite
Architectural Products, Inc., a producer of architectural curtain wall and
entrance products, from August 1990 to April 1992 and from April 1989 to
February 1993, respectively. He was a director of American Powdered Metals
Company, which was engaged in the manufacture of powdered metal components, from
August 1988 to March 1993, and Hayken Metals Asia Limited, which represented
manufacturers of aluminum and metal products, from January 1988 to April 1993.
From 1984 to 1986, Mr. Haymaker served as Executive Vice President -- Aluminum
Operations of Alumax Inc., responsible for all primary aluminum and
semifabricating activities. From 1982 through 1984, he was Group Vice President,
International Operations for Alcoa, Inc., and held other executive and
management positions with that company from 1959 to 1982. Mr. Haymaker is also a
director of Flowserve Corporation, a provider of valves, pumps and seals; a
director of CII Carbon, LLC., a producer of calcined coke; and non-executive
Chairman of the Board of Directors of Safeline Glass Corp., a provider of
automotive replacement glass.
Charles E. Hurwitz. Mr. Hurwitz, age 60, was appointed Vice Chairman of
KACC in December 1994 and has served as a director of the Company and KACC since
October and November 1988, respectively. Mr. Hurwitz has also served as a member
of the Board of Directors and the Executive Committee of MAXXAM since August
1978 and was elected Chairman of the Board and Chief Executive Officer of MAXXAM
in March 1980. From January 1993 to January 1998, he also served MAXXAM as
President. Mr. Hurwitz also has been, since its formation in November 1996,
Chairman of the Board, President and Chief Executive Officer of MGHI. He has
been, since January 1974, Chairman of the Board and Chief Executive Officer of
Federated Development Company ("Federated"), a Texas corporation primarily
engaged in the management of real estate investments and principal stockholder
of MAXXAM.
Ezra G. Levin. Mr. Levin, age 67, has been a director of the Company since
July 1991. He has been a director of KACC since November 1988, and a director of
MAXXAM since May 1978. Mr. Levin also served as a director of
-10-
14
the Company from April 1988 to May 1990. Mr. Levin has served as a director of
Pacific Lumber since February 1993, and as a manager on the Board of Managers of
Scopac LLC since June 1998. From January 1974 through December 1995, he served
as a trustee of Federated. Mr. Levin is a member of the law firm of Kramer Levin
Naftalis & Frankel LLP. He has held leadership roles in various legal and
philanthropic capacities and also has served as visiting professor at the
University of Wisconsin Law School and Columbia College.
James D. Woods. Mr. Woods, age 69, has been a director of the Company
since May 1999 and KACC since June 1999. Mr. Woods has served as Chairman
Emeritus and Consultant for Baker Hughes Incorporated from 1997 to the present,
and he was Chairman of the Board and Chief Executive Officer of Baker Hughes
Incorporated from 1986 to 1996. Mr. Woods is a director of The Kroger Co.; Varco
International, Inc.; and OMI Corporation.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of March 31, 2000,30, 2001, unless otherwise
indicated, the beneficial ownership of the Company's Common Stock by (i) those
persons known by the Company to own beneficially more than 5% of the shares of
Common Stock then outstanding, (ii) each of the directors and nominees for
director of the Company, (iii)
each of the named executive officers listed in the Summary Compensation Table,
and (iv) all directors nominees for director and executive officers of the Company and KACC as a
group.
NAME OF
BENEFICIAL OWNER TITLE OF CLASS # OF SHARES(1) % OF CLASS
- -------------------------------------------------- -------------- ------------------------------ --------------------- ---------------------- ----------
MAXXAM Inc. Common Stock 50,000,000(2) 62.962.8
Capital Group International, Inc. and Capital Common Stock 5,197,100(3) 6.5
Guardian Trust Company
Dimensional Fund Advisors Inc. Common Stock 5,482,015(4) 6.9
Wellington Management Company, LLP Common Stock 5,792,834(3) 7.36,067,134(5) 7.6
Joseph A. Bonn Common Stock 122,619(4)178,447(6)(7) *
Robert J. Cruikshank Common Stock 8,212(5)10,879(8) *
J. Kent Friedman Common Stock 33,400(9) *
James T. Hackett Common Stock -0- *
George T. Haymaker, Jr. Common Stock 354,858(4)598,520(10) *
Jack A. Hockema Common Stock -0- *
Charles E. Hurwitz Common Stock 250,000(6)(7)250,000(9)(11) *
John T. La Duc Common Stock 330,157(4)426,265(6) *
Ezra G. Levin Common Stock 6,212(6)8,879(9) *
Raymond J. Milchovich Common Stock 324,698(4)644,718(6)(12) *
James D. Woods Common Stock 5,0007,667(13) *
All directors nominees for director and executive Common Stock 1,724,720(8) 2.1 officers of the Common Stock 2,523,021(7)(12)(14) 3.1
Company and KACC as a group (22(21 persons)
- -------------------
* Less than 1%.
(1) Unless otherwise indicated, the beneficial owners have sole voting and
investment power with respect to the shares listed in the table. Also
includes options exercisable within 60 days of March 31, 2000,30, 2001, to acquire
such shares.
(2) Includes 27,938,250 shares beneficially owned by MGHI. As of March 31,
2000,30,
2001, 25,055,775 of such shares were pledged as security for $130.0$103.2
million principal amount of 12% Senior Secured Notes due 2003. An
additional 7,915,000 shares of the Company's Common Stock were pledged by
MAXXAM under a separate agreement under which $16.0$13.4 million had been
borrowed by MAXXAM as of December 31, 1999.March 30, 2001. The address of MAXXAM is 5847 San
Felipe, Suite 2600, Houston, Texas 77057.
(3) Information is based solely on a Schedule 13G filed with the SEC and dated
February 9, 2001, by Capital Group International, Inc. ("CGII"), a holding
company for a group of investment management companies, and Capital
Guardian Trust Company ("CGTC"), a bank, reporting their respective
ownership interests in the Company's shares at December 29, 2000. The
Schedule 13G indicates that CGII and CGTC have sole voting power as to
3,952,100 of such shares and sole dispositive power as to 5,197,100 of
such shares. CGII's and CGTC's address is 11100 Santa Monica Blvd., Los
Angeles, California 90025.
(footnotes continued on the following page)
-11-
15
(4) Information is based solely on a Schedule 13G filed with the SEC and dated
February 2, 2001, by Dimensional Fund Advisors Inc. ("DFA"), a registered
investment advisor, reporting its ownership interest in the Company's
shares at December 31, 2000. The Schedule 13G indicates that DFA has sole
voting and sole dispositive value as to all of such shares, that all such
shares are owned by advisory clients and that DFA disclaims beneficial
ownership to all such shares. DFA's address is 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401.
(5) Information is based solely on the Schedules 13G filed with the SEC and
dated February 9, 2000, and February 4, 2000, respectively,14, 2001 by Wellington Management Company, LLP
("Wellington"), a registered investment advisor, and Vanguard Windsor
Funds - Windsor Fund ("Vanguard"), a registered investment company,
reporting their respective ownership interestinterests in the Company's shares at
December 31, 1999.2000. The Schedule 13G filed by Vanguard indicates that it
has shared dispositive -10-
14
power and sole voting power with respect to
5,789,3346,048,434 of such shares. The Schedule 13G filed by Wellington indicates
that it has shared dispositive power and no voting power with respect to
all of such 5,789,3346,048,434 shares reported by Vanguard. In addition, the
Wellington Schedule 13G indicates that it has shared dispositive power and
shared voting power with respect to an additional 3,50018,700 of shares held by
other clients. The Wellington Schedule 13G also states that all of the
shares reported by it are owned of record by other persons or entities
having the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of such shares. Vanguard's
address is P.O. Box 2600, Valley Forge, Pennsylvania 19482. Wellington's
address is 75 State Street, Boston, Massachusetts 02109.
(4)(6) Includes 275,366, 261,200, 196,700538,200, 290,450, and 62,896117,293 options exercisable within 60 days
of March 31, 2000,30, 2001, to acquire shares of Common Stock, by Messrs.
Haymaker, Milchovich, La Duc, and Bonn, respectively.
(5)(7) Includes 60,438 shares of Common Stock held in trust with respect to which
Mr. Bonn possesses shared voting and investment power with his spouse.
(8) Includes options exercisable within 60 days of March 31, 2000,30, 2001, to acquire
6,2128,879 shares of Common Stock.
(6)(9) Represents only options exercisable within 60 days of March 31, 2000,30, 2001, to
acquire such shares.
(7)shares of Common Stock.
(10) Includes options exercisable within 60 days of March 30, 2001 to acquire
513,945 shares of Common Stock.
(11) Excludes shares owned by MAXXAM. Mr. Hurwitz may be deemed to hold
beneficial ownership in the Company as a result of his beneficial
ownership in MAXXAM.
(8)(12) Includes 34,255 shares of Common Stock held in trust with respect to which
Mr. Milchovich possesses shared voting and investment power with his
spouse.
(13) Includes options exercisable within 60 days of March 31, 2000,30, 2001, to acquire
1,242,1032,667 shares of Common Stock.
(14) Includes options exercisable within 60 days of March 30, 2001, to acquire
2,017,276 shares of Common Stock. Also includes 2,539 shares of Common
Stock held by a limited partnership with respect to which an executive
officer possesses shared voting and investment power with his spouse.
OWNERSHIP OF PARENT OF THE COMPANY
As of March 31, 2000,30, 2001, MAXXAM owned, directly and indirectly, approximately
62.9%62.8% of the issued and outstanding Common Stock of the Company. The following
table sets forth, as of March 31, 2000,30, 2001, unless otherwise indicated, the
beneficial ownership of the common stock and Class A $.05 Non-Cumulative
Participating Convertible Preferred Stock ("MAXXAM Preferred Stock") of MAXXAM
by the directors of the Company, each of the named executive officers listed in
the Summary Compensation Table, and by the directors and nominees for director of the Company and the executive officers
of the Company and KACC as a group:
NAME OF % % OF COMBINED
BENEFICIAL OWNER TITLE OF CLASS # OF SHARES(1) % OF CLASS VOTING POWER(2)POWER (2)
- ----------------------------------------- ---------------- --------------- -------- ------------------------------------ ---------------------- ---------- ----------------
Charles E. Hurwitz Common Stock 2,920,704(3)2,943,704(3)(4) 41.9 71.543.9 73.2
Preferred Stock 738,941(4)747,941(4)(5)(6) 99.2
Robert J. Cruikshank Common Stock 3,525(7) * *
J. Kent Friedman Common Stock 3,500(8) * *
Ezra G. Levin Common Stock 2,925(7) * *
Robert J. Cruikshank Common Stock 2,925(7)3,525(7) * *
All directors nominees for director and Common Stock 2,926,804(4)(8) 41.9 71.5 executive officers as a Common Stock 2,954,954(4)(9) 44.0 73.2
group (22(21 persons) Preferred Stock 738,941(5)747,941(5)(6) 99.2
- ----------------------------------------
* Less than 1%.
(1) Unless otherwise indicated, beneficial owners have sole voting and
investment power with respect to the shares listed in the table. Includes
the number of shares such persons would have received on March 31, 2000,30, 2001,
if any, for their exercisable stock appreciation rights ("SARs")
(excluding SARs payable in cash only) exercisable within 60 days of such
date if such rights had been paid solely in shares of MAXXAM common stock.
Also includes the number of shares of MAXXAM common stock credited to such
persons stock fund account under MAXXAM's 401(k) savings plan.
(2) MAXXAM Preferred Stock is generally entitled to ten votes per share on
matters presented to a vote of MAXXAM's stockholders.
(footnotes continued on the following page)
-12-
16
(3) Includes 1,669,451 shares of MAXXAM common stock owned by Federated
Development Inc. ("FDI"), a wholly owned subsidiary of Federated, ("FDI"), as to
which Mr. Hurwitz indirectly possesses voting and investment power. Mr.
Hurwitz serves as athe sole director of Federated, and together with
members of his immediate family and trusts for the benefit thereof, owns
all of the voting shares of Federated. Also includes (a) 34,84542,798 shares of
MAXXAM common stock separately owned by Mr. Hurwitz's spouse and as to
which Mr. Hurwitz disclaims beneficial ownership, (b) 46,500 shares of
MAXXAM common stock owned by the Hurwitz Investment Partnership L.P., a
limited partnership controlled by Mr. Hurwitz and his spouse, 23,250 of
which shares were separately owned by Mr. Hurwitz's spouse prior to their
transfer to such limited partnership and as to which Mr. Hurwitz disclaims
beneficial ownership, (c) 91,92676,021 shares of MAXXAM common stock owned by
the 1992 Hurwitz Investment Partnership L.P., of which 45,96338,010 shares are
owned by Mr. Hurwitz's spouse as separate property and as to which Mr.
Hurwitz disclaims beneficial ownership, (d) 957,453965,405 shares of MAXXAM
common stock held directly by Mr. Hurwitz, including 256,808 shares of
MAXXAM common stock with respect to which Mr. Hurwitz possesses sole
voting power and which have certain transfer and other restrictions that
generally lapse in December 2014, (e) 60,000 shares of MAXXAM common stock
owned by Federated Development Investments, LLC, which is owned 79% by FDI
and 21% by Mr. Hurwitz, and of which FDI is the managing member
("FDILLC"), (f) options to purchase 21,029 shares of MAXXAM common stock
held by FDI, and (g) options held by Mr. Hurwitz to purchase 39,50062,500 shares
of MAXXAM common stock exercisable within 60 days of March 31, 2000.30, 2001.
(4) FDI, Federated, FDILLC, the Hurwitz Investment Partnership L.P., the 1992
Hurwitz Investment Partnership L.P. and Mr. Hurwitz may be deemed a
"group" (the "Stockholder Group") within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As
of March 31, 2000,30, 2001, in the aggregate, the members of the Stockholder Group
owned 2,920,7042,943,704 shares of MAXXAM common stock and 738,941747,941 shares of MAXXAM
Preferred Stock, aggregating approximately 71.5%
-11-
1573.2% of the total voting power
of MAXXAM. By reason of his relationship with the members of the
Stockholder Group, Mr. Hurwitz may be deemed to possess shared voting and
investment power with respect to the shares held by the Stockholder Group.
(5) Includes 661,377 shares of MAXXAM Preferred Stock owned by FDI as to which
Mr. Hurwitz possesses voting and investment power and 1,064 shares of
MAXXAM Preferred Stock held directly.
(6) Includes options exercisable within 60 days of March 31, 2000,30, 2001, to acquire
76,50085,500 shares of MAXXAM Preferred Stock.
(7) Includes options exercisable within 60 days of March 31, 2000,30, 2001, to acquire
1,9252,525 shares of MAXXAM common stock.
(8) Options exercisable within 60 days of March 30, 2001 to acquire 3,500
shares of MAXXAM common stock.
(9) Includes (i) options exercisable within 60 days of March 31, 2000,30, 2001, to acquire
64,37992,779 shares of MAXXAM common stock.
-13-
17
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Although certain plans or programs in which executive officers of the
Company participate are jointly sponsored by the Company and KACC, executive
officers of the Company generally are directly employed and compensated by KACC.
The following table sets forth compensation information, cash and non-cash, for
each of the Company's last three completed fiscal years with respect to the
Chief Executive Officer and the four most highly compensated executive officers
of the Company (collectively referred to as the "named executive officers") for
the fiscal year ended December 31, 1999:2000:
LONG-TERM COMPENSATION
--------------------------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------------------------------------------- --------------------- ----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)-------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) # ($)(2) ($)
- ------------------------- ---- ------- ---------- ------------ ---------- -------- ------- ------------ --------- -------- ------- -------------
George T. Haymaker, Jr.Raymond J. Milchovich 2000 630,000 987,336 -- 117,525(3) 385,000 75,254 31,500(4)
President and Chief 1999 569,000 184,070(8)518,502 174,144 -- -0- -0- -0- 259,027 28,450(3)
(Chief500,000 134,515 389,520(4)(5)
Executive Officer 1998 563,583 290,000 -0- -0- 500,000(6) 294,328 28,179(3)
during 1997, 1998 and 1999) 1997 494,083 311,000 -0- -0- -0- 121,122 24,704(3)
Raymond J. Milchovich 1999 518,502 174,144(8) -0- -0- 500,000(7) 134,515 389,520(3)(4)
President and Chief 1998 419,583 250,000 -- -0- -0- 500,000(7)500,000 102,211 20,979(3)
Executive Officer 1997 272,083 211,000 -0- -0- -0- 71,212 17,796(3)(4)20,979(4)
(Chief Executive Officer
beginning January 2000)
John T. La Duc 2000 372,493 435,000 -- -0- -0- 59,065 18,625(4)
Executive Vice President 1999 358,167 171,928(5)(8) -0-171,928(6) -- -0- -0- 120,990 17,908(3)17,908(4)
and Chief Financial 1998 320,000 220,000(6) -- -0- 468,750 124,356 16,000(4)
Officer
Jack A. Hockema 2000 315,000 250,000 -- -0- 28,184 235,600 15,750(4)
Executive Vice President 1998 320,000 220,000(5) -0- -0- 468,750 124,356 16,000(3)
and Chief Financial Officer 1997 260,000 184,000(5) -0- -0- -0- 44,236 13,000(3)
Jack A. Hockema 1999 265,000 212,085(8) -0-212,085 -- -0- -0- 165,270 13,250(3)
Vice President13,250(4)
1998 225,000 70,830 -0--- -0- -0- 292,950 11,250(3)
1997 225,000 125,55011,250(4)
J. Kent Friedman 2000 450,000 360,000 98,053 -0- 18,800(8) -0- 14,777(9)
Senior Vice President and 1999 37,500 -0- -- -0- 11,250(3)184,500(10) -0- 47(9)
General Counsel(7) 1998 -- -- -- -- -- -- --
Joseph A. Bonn 2000 296,250 290,716 -- -0- -0- 44,747 164,813(4)(5)
Vice President, 1999 259,585 78,721(8) -0-78,721 -- -0- 163,190 79,760 12,979(3)
Vice President12,979(4)
Commodities 1998 235,300 89,560 -0--- -0- -0- 82,898 11,765(3)
1997 235,300 100,000 -0- -0- -0- 40,550 11,765(3)11,765(4)
Marketing, Corporate
Planning and Development
- ----------------------------------------
(1) Excludes perquisites and other personal benefits becausewhich in the aggregate
amount of such compensation doesdo not exceed the lesser of either $50,000 or 10% of the total of
annual salary and bonus reported.reported for the named executive officer.
(2) The long-term componentAmounts reflect the value of the actual payment received during the year
indicated in connection with awards made under the Company's long-term
incentive compensation program in
effect for the periods covered above provides incentive compensation based
on performance against goals over rolling three-year periods. Awards
generally were made 57% in shares of the Company's Common Stock and 43% in
cash for the performance periods
1995-1997, 1996-1998 and 1996-1998. For the
performance period 1997-1999,1997-1999. The awards generally were made entirely in shares
of Common Stock. The aggregate number of
-12-
16
shares distributed was based on the average closing price of the Company's
Common Stock during the last December of the performance period for the
performance periods 1995-1997 and 1996-1998. For the 1997-1999 performance
period, one-half of the aggregate number of shares to be distributed is
based on the average closing price of the Company's Common Stock during the
last December of the performance period; the other half is based on a
target price of $15.00 per share. Awards are generally paid in two
equal installments: the first during the year following the end of the
three-year performance period and the second during the following year.
Payment of the
second installment is generally conditioned on continued employment. If a
participant voluntarily terminates his or her employment for any reason
other than death, disability or retirement, any unmade payments are
forfeited. Distribution of the first installment of the 1997-1999 award to
corporate officers was deferred until the Company's net income, as adjusted
for certain factors, was positive for a fiscal quarter. The Company's net
income, as adjusted, for the first quarter of 2000 satisfied this
condition. Therefore, the first installment was paid in April 2000.
Pursuant to a separatethe terms of Mr. Hockema's employment agreement, the full
amount of Mr. Hockema'shis award for the 1997- 19991997-1999 performance period was paid in cash
at the time the
first installment of awards for that period was paid. The amounts indicated
in the Summary Compensation Table reflect the value of the actual payment
received under the program during the year indicated with the stock portion
of each amount being based on the market value on the date of distribution.2000. Total awards for the 1995-1997, 1996-1998 and 1997-1999
periods were
$362,136, $250,000 and $47,600 for Mr. Haymaker; $161,500, $150,000 and $33,925 for Mr. Milchovich; $164,900,
$120,000 and $22,081 for Mr. La Duc; $292,950, $165,270 and $235,600 for
Mr. Hockema; and $90,965, $92,580 and $13,395 for Mr. Bonn, respectively.
For the performance periods 1995-1997 and 1996-1998, the awards generally
were made 57% in shares of the Company's Common Stock and 43% in cash. The
aggregate number of shares distributed was based on the average closing
price of the Company's Common Stock during the last December of each such
performance period. For the 1997-1999 performance period, awards generally
were made entirely in shares of Common Stock. One-half of the aggregate
number of shares distributed was based on the average closing price of the
Company's Common Stock during the last December of such performance
period; the other half was based on a target price of $15.00 per share.
During the first quarter of 2001, Messrs. Hockema and Bonn were awarded
long-term incentive compensation for the performance period 1998-2000 in
the amount of $286,400 and $146,019, respectively. Mr. Hockema also was
awarded a special "growing the business bonus" for the 1999-2000 period in
the amount of $601,200. As these amounts were paid in 2001, they are not
reflected in the above table. Additional information with respect to the
long-term component of the Company's incentive compensation program is set
forth below in the Long-Term Incentive Plan Awards Table and in the Report
of the Compensation Committees on Executive Compensation.
(footnotes continued on the following page)
-14-
18
(3) On August 15, 2000, Mr. Milchovich was granted 26,116 shares of restricted
stock. The value of such shares included in the above table was determined
by multiplying the number of shares by the closing market price of a share
of the Company's Common Stock on the New York Stock Exchange on the grant
date. The restrictions on the shares generally will lapse and the shares
will vest on March 28, 2002, provided that Mr. Milchovich is then an
employee. However, if prior to March 28, 2002 a share of Common Stock
trades at $9.00 or more for 20 consecutive days, then one half of the
shares will vest on the day that such condition has been met and the other
half of the shares will vest on the later of that day or March 28, 2001.
Vesting also may be accelerated under certain other circumstances. Any
dividends paid on the shares prior to the lapse of the restrictions will
be placed in escrow and will be paid out at such time, if any, that the
restrictions lapse. As of the end of 2000, the above shares were valued at
$96,303, based on the closing price of the Common Stock on the New York
Stock Exchange on December 29, 2000. The restricted shares granted to Mr.
Milchovich in August 2000 were the only restricted shares of Common Stock
held by him at the end of 2000.
(4) Includes accruals by KACC of $28,450, $28,179$31,500, $25,925, and $24,704 for Mr. Haymaker;
$25,925, $20,979 and $13,604 for Mr.
Milchovich; $18,625, $17,908, $16,000 and $13,000$16,000 for Mr. La Duc; $15,750,
$13,250, $11,250 and $11,250 for Mr. Hockema; and $14,813, $12,979, $11,765 and $11,765
for Mr. Bonn under the Kaiserits Supplemental Savings and Retirement Plan and
Kaiser
Supplemental Benefits Plan (each as defined below) for 2000, 1999 and 1998, and 1997, respectively.
(4)(5) Includes moving-related items of $363,595 and $4,192 for Mr. Milchovich for 1999 and
1997.
(5)$150,000 for Mr. Bonn for 2000.
(6) Includes $75,000 (to be paid over a three-year period) for 1999, and
$50,000 (to be paid(paid over a two-year period) for each of 1998, and 1997,
respectively, which will beis being reimbursed
by MAXXAM.
(6) In 1998,(7) Mr. Haymaker received two stock option grants under the 1997
Omnibus Plan which together exceeded the intended limit of 500,000 shares.
A proportionate amount of eachFriedman became an executive officer of the 1998 grants was canceled to bring
them withinCompany in December 1999.
He receives his compensation from MAXXAM and the 500,000 share limit.Company reimburses MAXXAM
for certain allocable costs associated with his performance of services
for the Company. The amount shown in column (g)table reflects Mr. Friedman's total compensation. For
the year 2000, 50% of the table reflectsamounts in columns (c) and (d) and approximately
50% of the cancellations which occurredamounts in 2000.columns (e) and (i) with respect to Mr. Haymaker
received option grants in 2000 equalFriedman
were allocated to the canceled portionsCompany.
(8) Represents options with tandem SARs for shares of the 1998
grants (169,000 shares in the aggregate) which contain terms (including
exercise price) designed to replicate the provisionsMAXXAM common stock.
(9) Represents matching contributions by MAXXAM during 2000 under its 401(k)
savings plan of the 1998 grants.
(7) In each of 1998$6,800; and $7,977 and $47 accrued by MAXXAM for 2000 and
1999, Mr. Milchovich received a stock option grant under
the 1997 Omnibusrespectively, in respect of MAXXAM's Revised Capital Accumulation
Plan of 1988 pursuant to which, exceeded the intended limitin general, benefits vest 10% annually and
are payable upon termination of 500,000 shares.
A portionemployment from MAXXAM.
(10) Represents options for 167,000 shares of each grant was canceled to bring it within the 500,000 share
limit,Company Common Stock and the amounts shown in column (g)options
(with tandem SARs) for 17,500 shares of the table reflect the
cancellations which occurred in 2000. Mr. Milchovich received option grants
in 2000 equal to the canceled portion of the grants (135,000 shares as to
1998 and 250,000 shares as to 1999) which contain terms (including exercise
price) designed to replicate the provisions of the 1998 and 1999 grants.
(8) Payment of bonus for 1999 was deferred until the Company's net income, as
adjusted for certain factors, was positive for a fiscal quarter. The
Company's net income, as adjusted, for the first quarter of 2000 satisfied
this condition.
OPTIONMAXXAM common stock.
OPTION/SAR GRANTS
The following table sets forth certain information concerning stock
options or SARs granted in fiscal year 19992000 to eachany of the Company's named executive
officers
who were granted stock options during that period:officers:
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------------- --------------
(a) (b) (c) (d) (e) (f)-------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F)
# OF % OF TOTAL
SECURITIES OPTIONSOPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONSOPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTS 19992000 ($/SHARE) DATE ($)
---- ----------- --------------------- ------------- ------------ ----------- ---------- -------------------------
Joseph A. Bonn 163,190 16.9 8.8438 09/09/09 798,000(1)
Raymond J. Milchovich 100,000(2) 10.3135,000(1)(2) 23.3 9.4063 07/02/03 670,000(3)
Raymond J. Milchovich 50,000(1)(4) 8.6 9.5000 06/01/09 455,765(3)227,885(5)
Raymond J. Milchovich 200,000(2) 20.6100,000(1)(4) 7.3 12.3500 06/01/09 911,530(3)455,765(5)
Raymond J. Milchovich 200,000(2) 20.6100,000(1)(4) 7.3 14.2500 06/01/09 911,530(3)455,765(5)
Jack A. Hockema 28,184(1)(6) 4.9 6.0938 02/03/10 135,000(7)
J. Kent Friedman 18,800(8)(9) 9.41(10) 16.3750 12/18/10 144,755(11)
- -------------------------------------
(1) Represents shares of Common Stock underlying stock options.
(2) The options generally vest at the rate of 8,000 on December 31, 2001 and
127,000 on December 31, 2002. Vesting may be accelerated in certain
circumstances.
(3) Valuation utilizing the Black-Scholes option pricing method with the
following assumptions: 3-year monthly volatility for Common Stock, 5.95%5.80%
risk-free rate (based on U.S. Treasury strip rate on the date of grant
with a term equal to that of the option), no dividend yield and 5-year
exercise date. No adjustments were made for non-transferability or risk of
forfeiture.
(4) The options generally vest at the rate of 40% on January 1, 2004 and 60%
on January 1, 2005. Vesting may be accelerated in certain circumstances.
(5) Valuation based on a targeted gain at achievement of a stock price goal of
$16.20, with a ten-year exercise period. No adjustments were made for
non-transferability or risk of forfeiture.
(footnotes continued on the following page)
-15-
19
(6) The options generally vest at the rate of 33"% per year, beginning on
February 3, 2001, with an additional 33"% vesting each February 3
thereafter until fully vested, provided that if as of any such vesting
date the Company's Common Stock has not traded at $10.00 or more per share
for at least 20 consecutive trading days during the option period, the
vesting date will be the date such condition has been met or February 3,
2009, whichever is earlier. Vesting may be accelerated in certain
circumstances.
(7) Valuation utilizing the Black-Scholes option pricing method with the
following assumptions: 3-year weekly volatility for Common Stock, 6.84%
risk-free rate (based on U.S. Treasury strip rate on the date of grant
with a term equal to that of the option), no dividend yield and 10-year
exercise date. No adjustments were made for non-transferability or risk of
forfeiture.
(2) See note (7)(8) Represents shares of MAXXAM common stock underlying stock options with
tandem SARs.
(9) The options generally vest at the rate of 20% per year, beginning on
December 18, 2001, with an additional 20% vesting each December 18
thereafter until fully vested.
(10) Represents the percentage of total options/SARs granted to employees of
MAXXAM.
(11) Valuation utilizing Black-Scholes option pricing method with the Summary Compensation Table. The amounts shown in column
(b)following
assumptions: 5-year daily volatility for MAXXAM common stock, 5.18%
risk-free rate (10-year Government Bond as of the grant date), no dividend
yield and column (c) of this Option Grant Table reflect the cancellation
which occurred in 2000.
(3) Valuation based on a targeted gain at achievement of a stock price goal of
$16.20, with a ten-year6.59-year exercise period.date. No adjustments were made for
non-transferability or risk of forfeiture.
One-fifth of theseThe stock options vest on December 31, 2000. An additional one-fifth vests on each December
31 thereafter until fully vested.
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17
The stock optionswith respect to the Company's Common Stock set forth in
the above table were granted under the 1997 Omnibus Plan. Each of the foregoing options isPlan and are exercisable for
cash, Common Stock or a combination thereof. Additional informationThe stock options with respect to
the terms
of Mr. Milchovich's grant areMAXXAM common stock set forth belowin the above table were granted under the
caption "Employment
ContractsMAXXAM 1994 Omnibus Employee Incentive Plan and Termination of Employment and Change-in-Control Arrangements."are exercisable for cash, MAXXAM
common stock or a combination thereof, at MAXXAM's discretion.
OPTION/SAR EXERCISES AND FISCAL YEAR END VALUE TABLE
The table below provides information on an aggregated basis concerning
each exercise of stock options (or tandem SARs) and freestanding SARs during the
fiscal year ended December 31, 1999,2000, by each of the Company's named executive
officers, and the 19992000 fiscal year-end value of unexercised options and SARs.SARs,
including SARs exercisable for cash only.
(a) (b) (c) (d) (e)(A) (B) (C) (D) (E)
--- --- --- --- ---
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT YEAR END (#) AT FISCAL YEAR-END ($)
--------------------- ------------------------------------------------ ---------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----- --------------------- ------------ ------------ ----------- ------------- ----------- -------------
George T. Haymaker, Jr. -0- -0- 275,366(1) 311,334(1) 26,250(1)(2) --(4)
Raymond J. Milchovich -0- -0- 261,200(3) 746,000(3)388,200(1) 1,004,000(1) --(4) (2) --(4) (2)
John T. La Duc -0- -0- 196,700 281,250290,450(1) 187,500(1) --(4) (2) --(4) (2)
-0- -0- 4,000(5)4,000(3) -0- 59,500(5)-- (4) -0-
Jack A. Hockema -0- -0- -0- 28,184(1) -0- -- (2)
J. Kent Friedman -0- -0- 33,400(1) 133,600(1) -- (2) -- (2)
-0- -0- 3,500(5) 32,800(5) -- (4) -- (4)
Joseph A. Bonn -0- -0- 62,896 108,794117,293(1) 54,397(1) --(4) (2) --(4) (2)
- ---------------------------------
(1) See note (6) to the Summary Compensation Table. The amounts shown in column
(d) and column (e)Represents stock options for shares of this Option/SAR Exercises and Fiscal Year End Value
Table reflect the cancellations which occurred in 2000.Common Stock.
(2) Valued at $7.6875,$3.688, the closing price of the Company's Common Stock on
December 31, 1999, less the exercise price.
(3) See note (7) to the Summary Compensation Table. The amounts shown in column
(d) of this Option/SAR Exercises and Fiscal Year End Value Table reflect
the cancellations which occurred in 2000.
(4) Valued at $7.6875, the closing price of the Company's Common Stock on
December 31, 1999,29, 2000, less the exercise price. No value is shown because the
exercise price is higher than the year-endsuch closing price.
(5)(3) Represents SARs relating to MAXXAM common stock. Valued at $42.875 per
share, the closing price of MAXXAM common stock on December 31, 1999, less
the exercise price. The SARs relating to
MAXXAM common stock set forth in the above table for Mr. La Duc were
granted under MAXXAM's 1984 Phantom Share Plan (the "MAXXAM Phantom
Plan"). All of Mr. La Duc's SARs under the MAXXAM Phantom Plan are
exercisable for cash only.
-14-(4) Valued at $15.188 per share, the closing price of MAXXAM common stock on
December 29, 2000, less the exercise price. No value is shown because the
exercise price is higher than such closing price.
(5) Represents stock options (with tandem SARs) for MAXXAM common stock.
-16-
1820
LONG-TERM INCENTIVE PLAN AWARDS TABLE
Each of the Company's named executive officers listed below received a
distribution in 19992000 under the long-term component of the Company's incentive
compensation program for the 1995-19971996-1998 and 1996-19981997-1999 three-year, long-term
performance periods. The following table and accompanying footnotes describe the
distributions received by each of the Company'ssuch named executive officers in 1999.2000.
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE BASED PLANS (4)
--------------------------------------------
(a) (b) (c) (d) (e) (f)---------------------------------------
(A) (B) (C) (D) (E) (F)
PERFORMANCE OR
OTHER PERIODS UNTIL
NUMBER OF MATURATION
NAME SHARES OR PAYOUT THRESHOLD TARGET MAXIMUM
---- --------- ------------------- --------- ------ -------
George T. Haymaker, Jr. 10,887(1)Raymond J. Milchovich 7,858(1) -- -- -- --
13,097(2)1,811(2) --(3) -- -- --
Raymond J. Milchovich 4,855(1) -- -- -- --
7,858(2) --(3) -- -- --
John T. La Duc 4,957(1)6,286(1) -- -- -- --
6,286(2)1,179(2) --(3) -- -- --
Jack A. Hockema -- -- -- -- --
-- -- -- -- --
Joseph A. Bonn 2,734(1)4,850(1) -- -- -- --
4,850(2)715(2) --(3) -- -- --
- --------------------------------
(1) Represents the stock portion of the second installment of long-term
incentive award distributed in April 1999 in connection with the 1995-1997
three-year, long-term performance period. The average closing price of the
Company's Common Stock during December 1997 was $9.48 per share. The total
awards for the 1995-1997 long-term performance period for Messrs. Haymaker,
Milchovich, La Duc, and Bonn were $362,136, $161,500, $164,900, and
$90,965, respectively.
(2) Represents the stock portion of the first installment of long-term
incentive award distributed in April 1999March 2000 in connection with the 1996-1998
three-year, long-term performance period. The average closing price of the
Company's Common Stock during December 1998 was $5.44 per share. The total
awards for the 1996-1998 long-term performance period for Messrs.
Haymaker,
Milchovich, La Duc, and Bonn were $250,000, $150,000, $120,000, and $92,580,
respectively.
(2) Represents the stock portion of the first installment of long-term
incentive award distributed in April 2000 in connection with the 1997-1999
three-year, long-term performance period. The average closing price of the
Company's Common Stock during December 1999 was $6.809 per share. The
total awards for the 1997-1999 long-term performance period for Messrs.
Milchovich, La Duc, and Bonn were $33,925, $22,081, and $13,395,
respectively.
(3) Payment of the second installment for the 1996-19981997-1999 long-term performance
period was conditioned on continued employment. The second installment was
distributed in March 2000.February 2001.
(4) All payments in connection with the 1995-19971996-1998 and 1996-19981997-1999 three-year,
long-term performance periods have been made. As more fully described in
note (2) to the Summary Compensation Table above, the total award for the
1997-1999 three-year, long-term performance period has been determined.
Distribution of the first installment of the 1997-1999 award to corporate
officers was deferred until the Company's net income, as adjusted for
certain factors, was positive for a fiscal quarter. The Company's net
income, as adjusted, for the first quarter of 2000 satisfied this
condition. Therefore, the first installment was made in April 2000, and the
second installment will, subject to certain conditions, be distributed in
2001.
The amount of the awards earned for a performance period for which awards
are included in the above table were dependent upon the level of satisfaction of
performance criteria established for that period. During the 1995-1997 and 1996-1998
performance periods, target incentives were based on the return on assets
employed in the business. During the 1997-1999 performance period, target
incentives were based upon earnings per share targets established in 1997. Additional information with respect to long-term incentive
compensation awarded to the Company's named executive officers, including
information with respect to the 1997-1999 performance period, is set forth above
in the Summary Compensation Table, including note (2) to the Summary
Compensation Table, and below in the Report of the Compensation Committees on
Executive Compensation.
DEFINED BENEFIT PLANS
Kaiser Retirement Plan
KACC maintains a qualified, defined-benefit retirement plan (the "Kaiser
Retirement Plan") for salaried employees of KACC and co-sponsoring subsidiaries
who meet certain eligibility requirements. The table below shows estimated
annual retirement benefits payable under the terms of the Kaiser Retirement Plan
to participants with the indicated years -15-
19
of credited service. These benefits are
reflected without reduction for the limitations imposed by the Code on qualified
plans and before adjustment for the Social Security offset, thereby reflecting
aggregate benefits to be received, subject to Social Security offsets, under the
Kaiser Retirement Plan and the Kaiser Supplemental Benefits Plan (as defined
below).
-17-
21
YEARS OF SERVICE
AVERAGE ANNUAL --------------------------------------------------------------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- -------------- ------- ------- ------- ------- ------------------- ------------ ------------ ------------ ------------
$ 250,000 $ 56,250 $ 75,000 $ 93,750 112,500 131,250$112,500 $131,250
350,000 78,750 105,000 131,250 157,500 183,750
450,000 101,250 135,000 168,750 202,500 236,250
550,000 123,750 165,000 206,250 247,500 288,750
650,000 146,250 195,000 243,750 292,500 341,250
750,000 168,750 225,000 281,250 337,500 393,750
850,000 191,250 255,000 318,750 382,500 446,250
950,000 213,750 285,000 356,250 427,500 498,750
1,050,000 236,250 315,000 393,750 472,500 551,250
The estimated annual retirement benefits shown are based upon the assumptions
that current Kaiser Retirement Plan and Kaiser Supplemental Benefits Plan
provisions remain in effect, that the participant retires at age 65, and that
the retiree receives payments based on a straight-life annuity for his lifetime.
Messrs. Haymaker, Milchovich, La Duc, Hockema and Bonn had 6.7, 19.6, 30.3, 7.920.6, 31.3, 8.9, and 32.533.5 years
of credited service, respectively, on December 31, 1999.2000. Monthly retirement
benefits, except for certain minimum benefits, are determined by multiplying
years of credited service (not in excess of 40) by the difference between 1.50%
of average monthly compensation for the highest base period (of 36, 48 or 60
consecutive months, depending upon compensation level) in the last 10 years of
employment and 1.25% of monthly primary Social Security benefits. Pension
compensation covered by the Kaiser Retirement Plan and the Kaiser Supplemental
Benefits Plan consists of salary and bonus amounts set forth in the Summary
Compensation Table (column (c) plus column (d) thereof). As more fully
described below under the caption "Employment Contracts and Termination of
Employment and Change-in-Control Arrangements," Mr. Haymaker's employment
agreement provided for the payment to him of an additional unfunded
non-qualified supplemental retirement benefit, which benefit in the amount of
$2,513,451 was paid to him in 2000 following his retirement at the end of 1999.
Participants are entitled to retire and receive pension benefits,
unreduced for age, upon reaching age 62 or after 30 years of credited service.
Full early pension benefits (without adjustment for Social Security offset prior
to age 62) are payable to participants who are at least 55 years of age and have
completed 10 or more years of pension service (or whose age and years of pension
service total 70) and who have been terminated by KACC or an affiliate for
reasons of job elimination or partial disability. Participants electing to
retire prior to age 62 who are at least 55 years of age and who have completed
10 or more years of pension service (or whose age and years of pension service
total at least 70) may receive pension benefits, unreduced for age, payable at
age 62 or reduced benefits payable earlier. Participants who terminate their
employment after five years or more of pension service, or after age 55 but
prior to age 62, are entitled to pension benefits, unreduced for age, commencing
at age 62 or, if they have completed 10 or more years of pension service,
actuarially reduced benefits payable earlier. For participants with five or more
years of pension service or who have reached age 55 and who die, the Kaiser
Retirement Plan provides a pension to their eligible surviving spouses. Upon
retirement, participants may elect among several payment alternatives including,
for most types of retirement, a lump-sum payment.
MAXXAM Pension Plan
All officers who are also employees and other regular employees of MAXXAM
automatically participate in MAXXAM's Pension Plan (the "MAXXAM Pension Plan"),
a noncontributory, defined benefit plan. Benefits equal the sum of an employee's
"past service benefit" and "future service benefit." Benefits are based on (i)
an employee's base salary, including overtime, but excluding bonuses,
commissions and incentive compensation and (ii) an employee's age and the number
of years of service with MAXXAM.
Under the MAXXAM Pension Plan, the annual past service benefit is the
greatest of:
(i) benefits accrued under the plan through December 31, 1986;
(ii) the product of (a) the sum of 0.8% of the participant's Past Service
Compensation Base (as defined), plus 0.8% of the participant's Past
Service Compensation Base in excess of $15,000 and (b) the
participant's credited years of service prior to January 1, 1987; or
(iii) the product of 1.2% of the participant's Past Service Compensation
Base and the participant's credited years of service prior to
January 1, 1987.
-18-
22
For 1987 and 1988, the annual future service benefit equaled 1.6% of an
employee's compensation up to two-thirds of the Social Security wage base, plus
2.4% of any remaining compensation. Effective January 1, 1989, the annual future
service benefit equaled 1.75% of an employee's compensation for each year of
participation, plus 0.6% of the employee's compensation in excess of $10,000.
Effective January 1, 1995, the annual future service benefit equals 2.35% of an
employee's compensation for each year of participation.
The amount of an employee's aggregate plan compensation that may be
included in benefit computations under the MAXXAM Pension Plan is limited to
$170,000 for 2000. Benefits are generally payable as a lifetime annuity or, with
respect to married employees, as a 50% joint and survivor annuity, or, if the
employee elects (with spousal consent), in certain alternative annuity forms.
Benefits under the MAXXAM Pension Plan are not subject to any deductions for
Social Security or other offsets. The covered compensation for 2000 and credited
years of service as of December 31, 2000 for the MAXXAM Pension Plan and
estimated annual benefit payable upon retirement at normal retirement age for
Mr. Friedman was $170,000 -- 1 year -- $37,172.
The projected benefit shown above was computed as a lifetime annuity
amount, payable beginning at age 65. The benefit amount reflects a covered
compensation limit of $170,000 for 2001 and subsequent years under Section
401(a)(17) of the Code. In addition, the amounts reflects a maximum benefit
limit of $140,000 for 2001 and subsequent years (with early retirement
reductions where applicable) that is placed upon annual benefits that may be
paid to a participant in the MAXXAM Pension Plan at retirement under Section 415
of the Code. Combined plan limits applicable to employees participating in both
defined contribution and defined benefit plans have not been reflected.
Kaiser Supplemental Benefits Plan
KACC maintains an unfunded, non-qualified Supplemental Benefits Plan (the
"Kaiser Supplemental Benefits Plan"), the purpose of which is to restore
benefits which would otherwise be paid from the Kaiser Retirement Plan or the
Supplemental Savings and Retirement Plan, a qualified Section 401(k) plan (the
"Kaiser Savings Plan"), were it not for the Section 401(a)(17) and Section 415
limitations imposed by the Code. Participation in the Kaiser Supplemental
Benefits Plan includes all employees of KACC and its subsidiaries whose benefits
under the Kaiser Retirement Plan and Kaiser Savings Plan are likely to be
affected by such limitations imposed by the Code. Eligible participants are
entitled to receive the equivalent of the Kaiser Retirement Plan and Kaiser
Savings Plan benefits which they may be prevented from receiving under those
plans because of such Code limitations.
In 2000, following his retirement atMAXXAM Supplemental Executive Retirement Plan
Effective March 8, 1991, MAXXAM adopted an unfunded non-qualified
Supplemental Executive Retirement Plan (the "MAXXAM SERP"). The MAXXAM SERP
provides that eligible participants are entitled to receive benefits which would
have been payable to such participants under the end of 1999, Mr. Haymaker received payment of this supplemental benefitMAXXAM Pension Plan except for
the limitations imposed by the Code. Participants in the amountMAXXAM SERP are
selected by MAXXAM's Board of $681,281.
-16-Directors. Mr. Friedman was entitled to receive
benefits under the MAXXAM SERP during 2000.
The following projections for Mr. Friedman are based on the same
assumptions as utilized in connection with the MAXXAM Pension Plan projections
above. The 2000 qualified plan pay limit ($170,000) and benefit limit ($140,000)
are reflected for all years in the future. In addition, no future increases in
Mr. Friedman's covered compensation amounts from the 2000 levels are assumed.
COVERED COMPENSATION FOR 2000:
Qualified Plan $ 170,000
Nonqualified Plan 280,000
----------------
Total $ 450,000
================
CREDITED YEARS OF SERVICE AS OF DECEMBER 31, 2000 1
PROJECTED NORMAL RETIREMENT BENEFIT:
Qualified Plan $ 37,172
Nonqualified Plan 59,220
----------------
Total $ 96,392
================
-19-
2023
Kaiser Termination Payment Policy
Most full-time salaried employees of KACC are eligible for benefits under
an unfunded termination policy if their employment is involuntarily terminated,
subject to a number of exclusions. The policy provides for lump-sum payments
after termination ranging from one-half month's salary for less than one year of
service graduating to eight months' salary for 30 or more years of service. The
amounts payable to Messrs. Haymaker, Milchovich, La Duc, Hockema, and Bonn under the
policy if they had been involuntarily terminated on December 31, 1999,2000, would
have been $94,833, $262,500, $242,667, $55,208$315,000, $248,328, $65,625, and $180,000,$197,504, respectively.
MAXXAM Severance or Termination Policy
Severance or termination pay is generally granted to regular full-time
employees of MAXXAM who are involuntarily terminated, subject to certain
conditions and a number of exclusions, pursuant to an unfunded policy. After
such termination, the policy provides for payment in an amount ranging from two
weeks' salary for at least one year of service graduating to a maximum of 104
weeks' salary. The amount payable under the policy to Mr. Friedman if he had
been involuntarily terminated on December 31, 2000 would have been $17,308.
MAXXAM Deferred Compensation Program
Certain executive officers of MAXXAM, including Mr. Friedman, are eligible
to participate in a deferred compensation program. An eligible executive officer
may defer up to 30% of gross salary and up to 30% of any bonus otherwise payable
to such executive officer for any calendar year. The designated percentage of
deferred compensation is credited to a book account as of the date such
compensation would have been paid and is deemed "invested" in an account bearing
interest calculated using one-twelfth of the sum of the prime rate plus 2% on
the first day of each month. Deferred compensation, including all earnings
credited to the book account, will be paid in cash to the executive or
beneficiary as soon as practicable following the date the executive ceases for
any reason to be an employee of MAXXAM, either in a lump sum or in a specified
number of annual installments, not to exceed ten, at the executive's election.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
George T. Haymaker, Jr.
On April 1, 1993, the Company and KACC entered into an employment agreement
with Mr. Haymaker, pursuant to which he served as Chairman and Chief Executive
Officer of the Company and KACC. Mr. Haymaker's employment agreement, as
amended, terminated in December 1999 and provided for an annual base salary of
not less than $569,000, and a cumulative bonus target for 1999 of $1,245,000
under the Company's executive compensation programs as more fully described
below in the Report of the Compensation Committees on Executive Compensation. Of
this amount, $395,000 was attributable to Mr. Haymaker's short-term incentive
target and $850,000 was attributable to his long-term incentive target for the
three-year period ending December 31, 1999.
Mr. Haymaker's employment agreement provided that, in the event of a change
of control of the Company or KACC which, within one year thereafter, adversely
affected Mr. Haymaker's title, position, duties, responsibilities or
compensation, he could elect to be deemed terminated without cause, and
therefore entitled to a severance payment in an amount equal to two times his
base annual salary reduced by any payment made as discussed under "Kaiser
Termination Payment Policy" above.
In addition, under this employment agreement, Mr. Haymaker vested 20% per
year in an unfunded non-qualified supplemental benefit, payable at retirement
after age 62, equal to a benefit determined as if his Kaiser Retirement Plan
pension were based on his aggregate service with KACC (6.7 years) and a prior
employer (25 years), less his pension from that prior employer and any pension
benefits from KACC. Mr. Haymaker was fully vested under this provision at the
end of 1999. In 2000, following his retirement at the end of 1999, Mr. Haymaker
received payment of this supplemental benefit together with his other retirement
benefits from KACC.
Raymond J. Milchovich
Mr. Milchovich and KACC entered into an employment agreement effective
June 1, 1999. Pursuant to the terms of the agreement, Mr. Milchovich is entitled
to a base salary of not less than $630,000 for 2000, $692,000 for 2001 and not less than $750,000 for 2002. ThisThe
amount is reviewed annually by the Section 162(m) Committee to evaluate Mr.
Milchovich's performance, and in any event on and after January 1, 2003, will be
adjusted for inflation consistent with the general program of increases for
other executives and management employees.
Mr. Milchovich's agreement establishes a target bonus equal to 80% of base
salary per year, which will be payable based on the attainment by KACC of the
short-term bonus plan objectives under KACC's executive bonus plan for such
year, as such objectives are agreed upon annually consistent with KACC's
business plan for the relevant year.
Under the terms of the agreement, Mr. Milchovich received in 1999 a stock option grantoptions to
purchase 750,000 shares of the Company's Common Stock under the 1997 Omnibus
Plan. Twenty percent (20%) of such grant,the options, or 150,000 shares, waswere granted with
an exercise price of $9.50 per share, forty percent (40%) of such
grant,the options, or
300,000 shares, waswere granted with an exercise price of $12.35 per share, and
forty percent (40%) of such grant,the options, or 300,000 shares, waswere granted with an
exercise price of $14.25 per share. The option has an exercise period of
ten years from the dateTwenty percent (20%) of the grant.options at each
exercise price vest annually, beginning January 1, 2001, with an additional
twenty percent (20%) vesting each January 1 thereafter until fully vested.
Vesting may be accelerated in certain circumstances. The option isoptions expire June 1,
2009. The options are in lieu of any payment of long-term incentive compensation
under the executive bonus plan for the five year period beginning January 1,
2000, although Mr. Milchovich remains eligible for additional option grants at
the discretion of the Section 162(m) Committee.
Such grant generally will vest at the rate of 20% per year, beginning on January
1, 2001, although vesting may be accelerated in certain circumstances. The 1999
stock option grant to Mr. Milchovich exceeded the intended limit of 500,000
shares. A portion of the 1999 grant was canceled in 2000 to bring it within the
500,000 share limit. Mr. Milchovich received an option grant in 2000 equal to
the canceled portion of the 1999 grant, which contains terms (including exercise
price) designed to replicate the provisions of the 1999 grant.
-17-
21
Mr. Milchovich's agreement provides that upon the termination of his
employment for any reason other than termination for cause, his acceptance of
any offer of employment with an affiliate of KACC, or a voluntary termination by
Mr. Milchovich for other than good reason, then Mr. Milchovich would be entitled
to receive the following benefits: (A) an early retirement lump sum payment,
equal to the excess, if any, of the sum of (i) the lump sum benefit from the
-20-
24
Kaiser Retirement Plan that Mr. Milchovich would have been entitled to as of the
date of his actual termination based upon the terms of the Kaiser Retirement
Plan as in effect June 1, 1999, and as if he qualified for a full early
retirement pension, and (ii) the lump sum benefit from the Kaiser Supplemental
Benefits Plan based upon the terms of that Plan as in effect June 1, 1999, and
as if he qualified for a Kaiser Retirement Plan full early retirement pension,
over (iii) an amount equal to the lump sum actuarial equivalent of Mr.
Milchovich's actual benefit payable from the Kaiser Retirement Plan on account
of his actual termination, plus the actual benefit payable from the Kaiser
Supplemental Benefits Plan on account of his actual termination; (B) full health
benefits as if Mr. Milchovich had qualified for an early retirement pension; (C)
a lump sum equal to Mr. Milchovich's base salary as of the date of his
termination for a period equal to the greater of (x) the number of months
remaining in the employment period, or (y) two years, plus an amount equal to
Mr. Milchovich's target annual bonus for the year of termination; and (D) all
unvested stock options held by Mr. Milchovich on the date of such termination
that would have vested during his employment period would immediately vest and
become exercisable in full for the remaining portion of the applicable period.
In the event of a change in control, the terms and conditions of Mr.
Milchovich's agreement would continue in full force and effect during the period
that he would continue to provide services; provided, in the event of a
termination of his employment by KACC other than for cause, or in the event Mr.
Milchovich would terminate his employment for any reason within twelve (12)
months following a change in control, the foregoing benefits would become due
and payable.
John T. La Duc
Mr. La Duc and KACC entered into a five-year employment agreement
effective January 1, 1998. Pursuant to the terms of the agreement, Mr. La Duc wasis
entitled to a base salary of $350,000 per year effective June 1, 1998. This$378,560 for 2001. The amount is reviewed annually
to evaluate Mr. La Duc's performance, and in any event will be adjusted for
inflation consistent with the general program of increases for other executives
and management employees. Mr. La Duc's agreement established a
1998an annual target
bonus of $200,000 (subject to adjustment for inflation) payable upon KACC
achieving short-term objectives under its executive bonus plan which are to be
agreed upon annually and be otherwise consistent with KACC's business plan.
Pursuant to the terms of the agreement, Mr. La Duc received in 1998 a
grant under the 1997 Omnibus Plan of options to purchase 468,750 shares of the
Company's Common Stock at an exercise price of $9.3125 per share. This grant was
intended to have a value at the date of grant equivalent to a value of five
times Mr. La Duc's annual long-term incentive target of $465,000 and to be in
lieu of any payment of long-term incentive compensation under KACC's executive
bonus plan for the five-year period beginning January 1, 1998, although Mr. La
Duc remains eligible for additional option grants. SuchThe options granted pursuant
to the terms of Mr. La Duc's agreement generally vest at the rate of 20% per
year, beginning on December 31, 1998, with an additional 20% vesting each
December 31 thereafter until fully vested, although vesting may be accelerated
in certain circumstances.
Mr. La Duc's agreement provides that upon the termination of his
employment for any reason other than termination for cause, his acceptance of
any offer of employment with an affiliate of KACC, or a voluntary termination by
Mr. La Duc for other than good reason, or if Mr. La Duc's employment terminates
by the expiration of the employment period under the agreement without an offer
for continued employment by KACC for a position of responsibility comparable to
that held by Mr. La Duc at the beginning of the employment period and on
substantially the same or improved terms and conditions, then Mr. La Duc would
be entitled to receive the following benefits: (A) an early retirement lump sum
payment, equal to the excess, if any, of the sum of (i) the lump sum benefit
from the Kaiser Retirement Plan that Mr. La Duc would have been entitled to as
of the date of his actual termination based upon the terms of the Kaiser
Retirement Plan as in effect January 1, 1998, and as if he qualified for a full
early retirement pension, and (ii) the lump sum benefit from the Kaiser
Supplemental Benefits Plan based upon the terms of that Plan as in effect
January 1, 1998, and as if he qualified for a Kaiser Retirement Plan full early
retirement pension, over (iii) an amount equal to the lump sum actuarial
equivalent of Mr. La Duc's actual benefit payable from the Kaiser Retirement
Plan on account of his actual termination, plus the actual benefit payable from
the Kaiser Supplemental Benefits Plan on account of his actual termination; (B)
full health benefits as if Mr. La Duc had qualified for an early retirement
pension; (C) a lump sum equal to Mr. La Duc's base salary as of the date of his
termination for a period equal to the greater of (x) the number of months
remaining in the employment period, or (y) two years, plus an amount equal to
Mr. La Duc's target annual bonus for the year of termination (but no less than
$200,000); and (D) all unvested stock options held by Mr. La Duc on the date of
such -18-
22
termination that would have vested during his employment period would
immediately vest and become exercisable in full for the remaining portion of the
period of five years from the date of grant. In the event of a change in
control, the terms and conditions of Mr. La Duc's agreement would continue in
full
-21-
25
force and effect during the period that he would continue to provide services;
provided, in the event of a termination of his employment by KACC other than for
cause, or in the event Mr. La Duc would terminate his employment for any reason
within twelve (12) months following a change in control, the foregoing benefits
would become due and payable.
Jack A. Hockema
Mr. Hockema and KACC entered into an employment agreement effective
September 1, 1996, which, as amended, will expireexpired December 31, 2000. Under the
agreement, as of January 1, 1999, Mr. Hockema's base salary was $265,000. He
also participated in the engineered products business unit 1999 annual incentive
plan with an annual target incentive opportunity of $135,000 and the engineered
products business unit 1997-1999 long-term incentive plan with an incentive
opportunity of $200,000.
Under the agreement, Mr. Hockema also is eligible for a "growing the
business bonus" based upon increasing earnings before interest and taxes during
the period January 1, 1999 through December 31, 2000. Mr. Hockema is entitled to
participate in KACC's pension and profit-sharing plans, and his prior service as
an employee of KACC is credited to him for eligibility and participation
purposes. The agreement provides that Mr. Hockema participates in the Kaiser
Severance Protection and Change of Control Benefits Program.
The agreement may be terminated by either Mr. Hockema or KACC without cause
on 30 days written notice, and KACC may terminate the agreement for cause
without advance notice. If KACC terminates the agreement, any incentive
compensation due will be prorated. If Mr. Hockema terminates the agreement, he
will not be eligible for incentives in the year in which he terminates. Effective
January 24, 2000, Mr. Hockema was elected Executive Vice President, and
President of Kaiser Fabricated Products of KACC. In connection with that
election, new compensation arrangements for 2000 and 2001 were approved for him
by the Section 162(m) Committee.
Under the 1996 agreement, Mr. Hockema participated in the engineered
products business unit 1997-1999 and 1998-2000 long-term incentive plans with an
incentive opportunity of $200,000. He also was eligible for, and received in
February 2001, a "growing the business bonus" based upon increasing earnings
before interest and taxes during the period January 1, 1999 through December 31,
2000. In addition, he participated in the Kaiser Severance Protection and Change
of Control Benefits Program.
Under the compensation arrangements approved by the Section 162(m)
Committee for Mr. Hockema. TheHockema in connection with his January 2000 promotion, Mr.
Hockema's compensation arrangements havefor 2000 and 2001 has three components: base pay,
short-term incentive and long-term incentive. Mr. Hockema'sHis base pay for 2000 was
set at $315,000. Mr.
Hockema'sHis short-term incentive for 2000 hashad two components. The first
component hashad a target amount of $135,000, andwith any award under the first
component willto be made based on that target amount and on the performance of the
engineered products business unit. The second component hashad a target amount of
$30,000, andwith any award willto be made based on that target amount and on the
performance of the flat-rolled products business unit as determined by the Chief
Executive Officer of KACC.
Mr. Hockema's long-term incentive for 2000the period 2000-2002 has two
components. The first component has a target amount of $200,000, andwith any award
under the first component willto be made based on that target amount and on the
performance of the engineered products business unit.unit for the period 2000-2002.
The second component has a value of $135,000, which award was made in 2000 in
the form of a grant of a stock option to purchase 28,184 shares of the Company's
Common Stock.Stock at $6.0938 per share. The options generally vest at the rate of
33 1/3% per year, beginning on February 3, 2001, with an additional 33 1/3%
vesting each February 3 thereafter until fully vested, provided that if as of
any such vesting date the Company's Common Stock has not traded at $10.00 or
more per share for at least 20 consecutive trading days during the option
period, the vesting date will be the date such condition has been met or
February 3, 2009, whichever is earlier. Vesting may be accelerated in certain
circumstances. Additional information concerning the terms of the grant are set
forth in the Options Grant Table above.
Mr. Hockema will qualify for a cash bonus of $500,000 in the event of the
sale of a specified portion of the business units under his management on or
before July 1, 2002. Payment of such a bonus would be made in three equal annual
installments, with the first payment occurring within 30 days of the closing of
such sale.
Mr. Hockema's base pay for 2001 was set at $375,000. The target amounts of
Mr. Hockema's short-term incentive and long-term incentive for 2001 were
established at $200,000 and $475,000, respectively;respectively.
J. Kent Friedman
Mr. Friedman and MAXXAM entered into a five-year employment agreement
effective December 1, 1999. Pursuant to the terms of the agreement, Mr. Friedman
currently is entitled to a base salary of $450,000 per year. This amount is
reviewed in accordance with MAXXAM's generally applicable practices; however,
MAXXAM has no obligation under such agreement to increase Mr. Friedman's base
salary. Mr. Friedman's employment agreement also provides that he receive an
annual bonus of not less than $150,000 for each calendar year he is employed by
MAXXAM. Pursuant to the other
terms of the agreement, Mr. Friedman received a grant
under the MAXXAM Omnibus Plan of non-qualified stock options, with such options
having tandem stock appreciation rights, with respect to 17,500 shares of
MAXXAM's common stock, at an exercise price of $45.50 per share, and conditionsa grant
under the 1997 Omnibus Plan of options to purchase 167,000 shares of the
Company's Common Stock at an exercise price of $9.00 per share. All options
granted pursuant to the terms of Mr. Friedman's agreement generally vest at the
rate of 20% per year, beginning on December 1, 2000, with an additional 20%
vesting each December 1 thereafter until fully vested.
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26
Pursuant to the terms of Mr. Friedman's agreement, Mr. Friedman received a
$250,000 interest-free loan from MAXXAM. Further, contingent upon Mr. Friedman's
continued employment with MAXXAM, beginning on December 1, 2000 and continuing
annually thereafter, $50,000 of the principal of the loan shall be forgiven by
MAXXAM until the principal of the loan has been reduced to zero. Pursuant to the
terms of the agreement, Mr. Friedman is also entitled to participate in all
employee benefit plans and programs which are available to MAXXAM's senior
executive employees. Mr. Friedman's agreement provides that upon the termination
of his employment (either voluntarily by Mr. Friedman or for cause), Mr.
Friedman is entitled to (i) pro rata base salary through the date of such
incentive awards have not been determined.termination and (ii) any compensation and benefits otherwise due to him pursuant
to the terms of MAXXAM's employee benefit plans. In addition, in the event of
Mr. Friedman's termination under the circumstances described above, any
outstanding principal on the loan referred to above becomes repayable by him
upon such termination.
Kaiser Enhanced Severance Protection and Change ofin Control Benefits
Program
In 1998, the Company and2000, KACC implemented the KaiserEnhanced Severance Protection and Change ofin
Control Benefits Program (the "Program") in order to provide certain selected executive
officers, of the Company and KACC, including Messrs. Milchovich, La Duc, Hockema and Bonn, and key
employees of KACC (collectively, "Participants") with (i) incentives intended to increase the likelihood of retaining the services of
the Participants and/or (ii) appropriate protection in
the event of a job loss in connection with a change in control, and for certain
Participants, significant restructuring or change of control.other circumstances. The Program
will generally remain in effect throughreplaces the Kaiser Severance Protection and Change of Control Benefits Program,
which expired at December 31, 2000.
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23
The three components of the Program each of which is described more fully
below,benefits consist of (i) severance payments and benefits in the
event of termination, (ii) retention payments conditioned upon continued employment
through specified dates, and (iii) options relating to the Company's Common
Stock.termination. Under the Program, the Company and KACC havehas the sole discretion to
determine which persons will participate in the Program and the level of
participation.
Not all components of the Program were made available to all
Participants.
Selected Participants are eligible for severance benefits under the Program
upon termination of employment for any reason other than (i) the voluntary
resignation or retirement of the Participant, (ii) the discharge of the
Participant for serious cause or other reason prejudicial to the Company or
KACC, (iii) the Participant becoming eligible for sick leave, long-term
disability or full early disability benefits under the Kaiser Retirement Plan,
(iv) the Participant's refusal to accept another suitable position with the
Company or KACC, or (v) the Participant's death. The benefits payable generally
consist of a lump sum cash payment ranging from six months to one year of base
salary (including, in some instances, prorated incentive awards based upon
designated incentive targets) less whatever severance benefits the Participant
would otherwise be eligible to receive under the Kaiser Termination Payment
Policy. Participants may also be entitled under the Program to continued
medical, dental, life and accidental death and disability coverage for
designated periods after termination.
In lieu of the severance benefits described above, selected Participants
are also eligible for severance benefits in the event the
Participant's employment terminates or constructively terminates due to a change
ofin control or
significant restructuring (collectively, a "Fundamental Change") during a period which commences ninety (90) days prior to a Fundamental Changethe change
in control and ends on either the first, second or third anniversary of the
Fundamental Change.change in control, depending on the Participant's position. These benefits are
not available if (i) the purchaser, new controlling entity,Participant voluntarily resigns or retires, (ii) the
CompanyParticipant is discharged for cause, (iii) the Participant's employment
terminates as the result of death or KACC offerdisability, or (iv) the Participant
declines to sign, or subsequently revokes, a designated form of release.
Certain Participants, including the above-mentioned named executives, also
are eligible for severance benefits in the event that their employment is
terminated outside of the period described above as a result of the sale or
other disposition of one or more business units to which they provide services.
These Participants will not be entitled to severance payments under this
provision if any of (i) through (iv) above apply or if KACC offers them suitable
employment in a substantially similar capacity at the
Participant'stheir current level of compensation (regardlessbase
pay and short-term incentive, regardless of whether they accept or reject such
offer.
Certain Participants, including the Participant accepts or rejects the suitable position), (ii) the Participant
voluntarily resigns or is terminated, (iii) the Participant is discharged for
serious cause or other reason prejudicial to the Company or KACC, (iv) the
Participant becomesabove-mentioned named executives, also
are eligible within ninety (90) days prior to the Fundamental
Change for sick leave, long-term disability or full early disability benefits
under the Kaiser Retirement Plan, or (v) the Participant dies. If a Participant
fails to qualify for severance benefits under the Program asif they are terminated other than at a result oftime
or for a termination of the Participant's employment duereason described above. No severance payments will be payable to a
Fundamental Change,Participant under this provision if any of (i) through (iv) above apply or if
KACC offers the Participant will also fail to qualify forsuitable employment and the severanceParticipant rejects such
offer.
Severance benefits described above
in the preceding paragraph.
The benefitsgenerally payable under the Program as a result of a termination of
employment due to a Fundamental Change generally consist of a lump
sum cash payment in an amount ranging from twelve monthsone to two yearsthree times the sum of the
Participant's base salary
(including, in some instances, proratedpay and most recent short-term incentive awards based upon designatedtarget, plus a
pro-rated portion of the Participant's short- and long-term incentive targets) less whatever severance benefitstarget for
the Participant would
otherwise be eligible to receive under the Kaiser Termination Payment Policy.year of termination. Participants may also will be entitled under the Program to continued
medical, dental, life and accidental death and disability coveragedismemberment benefits, and in
the case of certain Participants, perquisites, for designated periods after
termination duetermination. In certain circumstances, a Participant also may be entitled to a
Fundamental Change.
Underpayment in an amount sufficient, after the Program, selected Participants are also eligiblepayment of taxes, to receive
retention payments conditioned upon continued employment as of a designated
date. In each instance,pay any excise
tax due by the retention payment is also generally payable in the
event a Participant's employment is terminated prior to the designated date
unless the termination is for anyParticipant under Section 4999 of the reasons described above which preclude
severanceCode or any similar state
or local tax.
Severance payments under the Program. Retention paymentspayable to a Participant under the Program generally consistare in lieu
of any severance or other termination payments provided for under any other
agreement between the Participant and KACC (including the Kaiser termination
payment policy described above), provided that if the terms of a lump sum cash payment and are generally based upon six
months of salary (including, in some instances, prorated incentive awards based
upon designated incentive targets).
Selected Participants are also eligible underwritten
employment agreement conflict with the Program, to receive
options to purchase shares of the Company's Common Stock. The number of shares
of Common Stock subject to such options and the specific terms of such options
vary depending upon the level of responsibility and seniority of the
Participant. Notwithstanding the foregoing, such options generally (i) replace
the long-term incentive compensation otherwise applicableprovisions more favorable to
the Participant receiving the options for designated long-term incentive periods beginning on or
after January 1, 1999, (ii) expire five years after the date of grant, (iii) are
based upon the market price of the Common Stock on the date of grant, (iv) vest
over a period of three or five years, and (v) terminate upon the termination of
employment for cause.will prevail.
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27
Except as otherwise noted, there are no employment contracts between the
Company or any of its subsidiaries and any of the Company's named executive
officers. Similarly, except as otherwise noted, there are not any compensatory
plans or arrangements which include payments from the Company or any of its
subsidiaries to any of the Company's named executive officers in the event of
any such officer's resignation, retirement or any other termination of
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24
employment with the Company and its subsidiaries or from a change in control of
the Company or a change in the named executive officer's responsibilities
following a change in control.
REPORT OF THE COMPENSATION COMMITTEES
ON
EXECUTIVE COMPENSATION
Two compensation committees administer the Company's compensation plans,
the PolicyCompensation Committee and the Section 162(m) Committee. The PolicyCompensation
Committee administers and establishes the Company's overall compensation
policies, except to the extent that this authority has been delegated by the
Board to the Section 162(m) Committee. The Section 162(m) Committee administers
and approves amendments to the Company's plans or programs which are intended to
comply with the provisions of Section 162(m), and also establishes the criteria
to be used in determining awards to be made pursuant to those plans or programs.
Each committee reports to the full Board and together they have furnished the
following report on executive compensation for fiscal year 1999.2000.
Although certain plans or programs in which executive officers of the
Company participate are jointly sponsored by the Company and KACC, executive
officers of the Company generally are directly employed and compensated by KACC.
During 1999,2000, the members serving on the PolicyCompensation Committee and Section
162(m) Committee also served on KACC's Compensation Policy Committee and Section
162(m) Compensation Committee, respectively (these committees are hereinafter
collectively referred to in this report as the "Committees"). References to the
"Company" made in the remainder of this report are deemed to include KACC as
well as the Company.
COMPENSATION PHILOSOPHY, STRUCTUREMETHODOLOGY AND METHODOLOGYSTRUCTURE
Philosophy. The Company's philosophy continues to be that compensation of
its executivesexecutive officers should be related as closely as possible to the
performance of the Company as a whole, and the area of direct responsibility of
each executive, in creating economic value.value and optimizing opportunities. To
attract, retain and retainmotivate talented individuals, the Company provides the
opportunity to earn total compensation that is not only competitive with, but,
if Company goals are exceeded, potentially superior to, that available from
employers with whom the Company and its businesses compete.
Structure. Executive compensation for 1999 consisted of a combination of
base salary, short-term incentives based on performance during 1999, long-term
incentives based on performance over the 1997-1999 three-year performance
period, employee benefits and executive perquisites. Base salaries, together
with short and long-term incentive targets, were designed to fall near the 50th
percentile (mid-point) of the market. As a result, the combination of base pay
and incentive compensation allowed executive officers to potentially earn less,
the same as or more than the total compensation opportunity offered by competing
employers depending on Company performance.
For 1999, the portion of executive compensation allocated to base
compensation ranged from approximately 27% to approximately 44% for the named
executive officers, with the portion allocated to incentive compensation in each
case generally increasing with position responsibility. For the named executive
officers other than Mr. Hockema, the incentive targets for 1999 were allocated
30% to short-term targets and 70% to long-term targets, and for Mr. Hockema the
incentive targets for 1999 were allocated 40% to short-term targets and 60% to
long-term targets. This structure reflected the Company's compensation
philosophy by structuring a major portion of each executive's total compensation
to be at-risk and performance-based. The Company's compensation for executive
officers also included other benefits and perquisites which generally fell
within the 50th percentile of its comparative market.
Methodology. Target compensation and incentives were based on a
combination of market survey data, internal force-ranking and assessment of
position responsibilities. Major national surveys, as well as market data from a group of
companies engaged in metals, mining, chemicals and similar industries, with whom
the Company is likely to compete for managerial talent, wereupdated annually, are used to
establish the market. In performing its assessmentBase salaries, together with short- and long-term
incentive targets, are designed to fall, in the aggregate, near the 50th
percentile (mid-point) of the market.
Structure. Executive compensation for 2000 consisted of a combination of
base salary, short-term incentives based on performance during 2000, long-term
incentives based primarily on Company stock performance over the 1998-2000
three-year performance period, employee benefits and executive perquisites. The
combination of base pay and incentive compensation provides executive officers
the opportunity to earn less, the same as or more than the total compensation
opportunity offered by competing employers depending on Company performance.
For 2000, the portion of executive compensation allocated to base
compensation ranged from approximately 28% to approximately 49% for Messrs.
Milchovich, La Duc, Hockema, and Bonn, with the portion allocated to incentive
compensation in each case generally increasing with position responsibilities,
descriptionsresponsibility. For
such executive officers, the incentive targets for 2000 were allocated between
30% and 33% to short-term targets and 67% to 70% to long-term targets. These
allocations reflected the Company's compensation philosophy of various key positions, the duties andstructuring a
major responsibilitiesportion of each position, as well as the required qualifications, were developedexecutive's total compensation to be at-risk and
then
matched to database descriptions to ensure an accurate match to reasonably
comparable positions at comparative companies.
-21-performance-based.
-24-
2528
COMPONENTS OF EXECUTIVE OFFICER COMPENSATION FOR 19992000
Base Salaries. Adjustments to the base salary of certain executive
officers were made during 19992000 as necessary to (i) reflect market related
adjustments and increasing responsibilities assumed either as the result of
promotions or additional assignments during the year, and (ii) increase the
likelihood of retaining such executive officers as the Company pursues its
strategy for creating stockholder value.
Short-Term Incentive. For corporate executive officers, short-term
incentive awards for 19992000 were generallyprincipally based on the Company's returnadjusted
operating income, as well as individual performance on net
assets, adjustedkey corporate objectives
and goals. Both the Committees and management believe that this performance
measure focuses management and the organization on achieving superior
performance in generating the needed earnings and cash to trend line metal pricesinvest in
opportunities for value creation available to the Company, and that the measure
provides for certain non-recurring
events. This metric was used in 1997, 1998 and 1999 to measure the Company's progress towardability to pay incentives to executive management.
Based on the $120 million profit improvement program which was
established in 1997. Applying this metricCompany exceeding the adjusted operating income target for 1999 resulted in calculated awards
for2000 and
on consideration of individual performance, corporate executive officers
received an average of just under 47%approximately 196% of the target short-term incentive for those officers. As noted above, short-term incentive targets for
the most senior executives represented approximately 30% of total incentive
targets, while the long-term incentive targets described below represented
approximately 70% of total incentive targets.
The 1999 awards take into consideration the significant impact of adverse
events on the Company's operating environment and performance, including the low
price of primary aluminum and alumina, primarily in the first half of 1999; the
sharp decline in demand and pricing of heat-treat products for aerospace and
other markets; the explosion at the Gramercy alumina refinery; and the
write-down of the value of the Micromill.
Management has recommended, and the Committees have approved, certain
changes in short-term incentive metrics for corporate executive officers to more
closely align short-term incentives with "as reported" results and the ability
of the Company to pay. See "Future Incentive Programs," below.target.
For business unit presidents, 19992000 short-term incentives were based on
business unit earnings before interest and taxes. Twotaxes or on optimization of cash
flow. Three business units, engineered products, flat-rolled products and
primary aluminum, exceeded target levels, resulting in calculated short-term
awards of 157%136% of target for engineered products, 134% for flat-rolled products
and 121%285% of target for primary aluminum. In twothe alumina business units, flat-rolled products and alumina,unit, earnings
before interest and taxes fell below threshold levels, and thosethat business unit
presidentspresident received no short-term incentive for 1999.2000.
Long-Term Incentive. The year 1999 was the last year of the three-year
rolling long-term incentive programs initiated in 1995 for corporate executive
officers. The last program covered the performance period 1997-1999, and was
based on earnings per share targets established in 1997. For corporate executive officers, thesethe rolling
three-year performance-based programs generally were replaced beginning in 1998
with stock option grants, in the belief that stock options align the long-term
interests of management with shareholders more effectively than other
performance metrics. For businessIt is expected that stock-based grants, either in the form
of restricted stock or stock options, will continue to be the primary form of
long-term incentive for corporate executives. Business unit presidents thesecontinued
to participate in performance-based long-term incentive programs were replaced
with programs for the management of each business unit based on
performance of thattheir respective business unit, measured generally by earnings
before interest and taxes over a three yearthree-year period. Awards under the 1997-1999 program averaged just under 6%However, business unit
presidents will begin receiving stock-based grants as part or all of their
long-term incentive targets for corporate executive officers, reflectingover the profitable
period in 1997 andnext few years.
In the first three quarters of 1998, largely offset by the
effect in the fourth quarter of 1998year 2000, two of the labor dispute with the United
Steelworkers of America, the low price ofbusiness units, primary aluminum and
engineered products, met their three-year earnings targets resulting in
calculated long-term awards for these business unit presidents of 108% of target
for primary aluminum and 143% of target for engineered products. Both
flat-rolled products and alumina did not meet the threshold for their three-year
performance targets resulting in no long-term awards for these business unit
presidents. In addition, Mr. Hockema earned a "one-time" special "growing the
business" long-term award as provided in his employment contract, in the fourth quarter of 1998 and first half of 1999, the sharp decline in demand and
pricing for heat-treat products for the aerospace and other markets in 1999, the
explosion at the Gramercy alumina refinery in 1999, and the write-downs of the
value of the Micromill in 1998 and 1999. As noted above, long-term incentive
targets represent 70% of total incentive targets for most senior executive
officers. Awards under the 1997-1999 program, in general, will be paid in two
installments; the first installment to corporate officers was made in April
2000, and the second installment will, subject to certain conditions, be
distributed in 2001. Pursuant to a separate agreement, the full amount
of Mr.
Hockema's award for the 1997-1999 performance period$601,200, which was paid in cash at the
time such first installment was paid.
The business unit long-term incentive programs were establishedfull in 1997
and 1998. Three of the four business unit programs are based on earnings before
interest and taxes, with the targets for the primary aluminum business unit and
the alumina business unit adjusted to trend line prices. The program for the
engineered products business unit is based on economic value added over the cost
of capital. Three of the four business units--primary aluminum, alumina, and
engineered products--established three-year rolling programs, while the
flat-rolled products business unit established a fixed three-year program for
the period 1998-2000. Awards under the 1997-1999 program for the alumina
business
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26
unit were just over 1.0 times target and for the primary aluminum business unit
were approximately 80% of target. Mr. Hockema participated in the engineered
products business unit program for the 1997-1999 period, and awards under that
program were just under 118% of target.February 2001.
Additional information with respect to the long-term component of
executive compensation is set forth above in the Summary Compensation Table and
Long-Term Incentive Awards Table.
FUTURE INCENTIVE PROGRAMS
Although total incentives calculated for senior corporate executives were
approximately 18% of total incentive targets, management has recommended, andTable in the Committees have approved, certain changesProxy Statement in future incentive award
determinations. Future short-term incentives for corporate executives will be
awarded based on annual operating income as reported, except for certain
non-cash and non-recurring items. The Committees believe thatwhich this metric will
better reflect (i) the required performance from management in generating the
needed earnings and cash to invest in opportunities for value creation available
to the Company, and (ii) the Company's ability to pay incentives to executive
management, than the previous metric of return on net assets normalized to trend
line metal prices and for other non- recurring factors. As previously discussed,
the opportunity to earn long-term incentives will be provided through stock
option grants, with the amount of the grant equal to the long-term incentive
target for the executive.Report is
contained.
EMPLOYMENT AGREEMENTS
From time to time and for various reasons, management and the Board has
deemed it appropriate to enter into specific employment agreements with certain
executive officers. Such agreements may relate, for example, to the further
retention of the officer or a commitment by the officer to relocate to another
location. Where such agreements are made, they are negotiated by the Company's
General Counsel, or his designee under the supervision of the PolicyCompensation
Committee and reviewed and approved by the Board or the PolicyCompensation Committee
and, if appropriate, the Section 162(m) Committee. In making its compensation
decisions, and in supervising the negotiations and approving such employment
agreements, the PolicyCompensation Committee is mindful of the Company's overall
corporate objectives and the compensation objectives described above as well as
the circumstances making the employment agreement an appropriate compensation
mechanism. Such employment agreements generally range in term from one to five
years. During 1999,2000, Messrs. Haymaker, Milchovich, La Duc, Hockema, and HockemaFriedman were
employed under the
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29
employment agreements discussed above under the caption "Employment Contracts and
Termination of Employment and Change-in-Control Arrangements."Arrangements" in the Proxy
Statement in which this Report is contained.
COMPENSATION OF THE CEO FOR THE LAST COMPLETED FISCAL YEAR
Mr. HaymakerMilchovich served as the Chairman of the BoardPresident and Chief Executive Officer of the
Company for all of 1999 until his retirement at the age of 62 on
December 31, 1999.2000. During 1999,2000, Mr. HaymakerMilchovich was employed pursuant to a
written employment agreement which is described above under the caption "Employment
Contracts and Termination of Employment and Change-in-Control Arrangements."Arrangements" in
the Proxy Statement in which this Report is contained. Mr. Haymaker'sMilchovich's base
salary remained with no increase at $569,000was $630,000 in 1999.2000. During 1999,2000, the Company's performance fell below 1999and Mr.
Milchovich's individual performance goals. Aswere above target, resulting in a result,
the short-term
incentive award earned by Mr. Haymaker in 1999 was limited to
$184,070,of $987,336, or approximately 47%196% of his targeted amount of
$395,000. Similarly,$504,000. Mr. Milchovich received a restricted stock grant in 2000 valued at
$117,525 as part of his long-term award for the Company's performance during the 1997-1999year 1999. As noted above, Mr.
Milchovich's other long-term incentive compensation
performance period fell below performance goals. As a result, the long-term
award value earned by Mr. Haymaker for the 1997-1999 three year long-term
performance period was $47,600, or approximately 6% of his targeted amount of
$850,000.opportunity is based on stock option
grants.
COMPENSATION BY MAXXAM
Mr. La Duc received a portionCertain of his compensationthe Company's executive officers were compensated during 1999 from2000
principally by MAXXAM, the Company's parent corporation. Where an executive
officer of both the Company and MAXXAM is compensated by the Company (such as
Mr. La Duc), or where an executive officer of both the Company and MAXXAM is
compensated by MAXXAM (such as Mr. Friedman), the respective corporations make
intercompany allocations of the costs of employment of the executive officer
based on the allocation of that executive officer's time as expended among the
Company, MAXXAM or their respective subsidiaries.
Such allocations are
described under "Certain Transactions" below.
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27
COMPLIANCE WITH SECTION 162(m)162(M)
Section 162(m) generally disallows a tax deduction to public companies for
compensation over $1 million paid to their Chief Executive Officers and four
other most highly compensated executive officers. Qualifying performance- basedperformance-based
compensation willis not be subject to the deduction limit if certain requirements are
met. Compensation earned by or awarded to certain senior executives whose compensation
is potentially subject to the limitations imposed by Section 162(m) of the Code
generally is intended to comply with the provisions of Section 162(m) of the
Code. The Kaiser 1993 Omnibus Stock Incentive Plan (the "1993 Omnibus Plan") and
the 1997 Omnibus Plan, each of which has been approved by the stockholders of
the Company, are performance based and designed to enable compliance with
Section 162(m) and the regulations thereunder. In addition, the awards under the
1993 Omnibus Plan and 1997 Omnibus Plan that are intended to comply with Section
162(m) are administered by the Section 162(m) Committee. Messrs. CruikshankWoods
(Chairman) and WoodsHackett currently serve as members of the Section 162(m)
Committee and for purposes of Section 162(m) are qualifying directors. The
Section 162(m) Committee believes that awards to senior executives whose
compensation may be subject to Section 162(m) of the Code should be tax
deductible under that rule.
Section 162(m) Compensation Committee Compensation Policy Committee of the Board of
of the Board of Directors Directors
James D. Woods, Chairman Ezra G. Levin, Chairman
James T. Hackett James T. Hackett
James D. Woods
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30
The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent the Company specifically requests that the
information be treated as soliciting material or specifically incorporates this
Report into a document filed under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
REPORT OF THE AUDIT COMMITTEE
We have fulfilled the duties and responsibilities set forth in the Committee's
Charter.
We have reviewed and discussed with management the Company's audited financial
statements as of and for the year ended December 31, 2000.
We have discussed with the independent auditors the matters required to be
discussed by Statement of Auditing Standards No. 61, Communicating with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and the letter from the
independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and have discussed with the auditors the auditors' independence.
Based on the reviews and discussions referred to above, we recommended to the
Board of Directors that the financial statements referred to above be included
in the Company's Annual Report on Form 10-K for the year ended December 31,
2000.
Audit Committee of the Board of Directors
of Directors
Robert J. Cruikshank, Chairman
James T. Hackett
Ezra G. Levin
Chairman
James D. Woods
Robert J. Cruikshank
James D. Woods
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member ofPRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the Policy Committee or the Section 162(m) Committee was,
during the 1999 fiscal year, an officer or employee of the Company or any of its
subsidiaries, or was formerly an officer of the Company or any of its
subsidiaries or, other than Mr. Levin, had any relationships requiring
disclosure by the Company under Item 404 of Regulation S-K. Mr. Levin served on
the Company's Policy Committee and Board of Directors during 1999 and is also a
partner in the law firm of Kramer Levin Naftalis & Frankel LLP, which provided
legal servicesaggregate fees billed to the Company
and its subsidiaries during 1999.
Duringfor the fiscal year ended December 31, 2000 by the Company's 1999 fiscal year, no executive officerprincipal
accounting firm, Arthur Andersen LLP:
Audit Fees................................................................................... $ 1,089,600
Financial Information Systems Design and Implementation Fees................................. -
All Other Fees............................................................................... 438,000(1)
------------
$ 1,527,600
============
- -------------------
(1) The Audit Committee has considered whether the provision of these services
is compatible with maintaining the Company
served as (i) a member of the compensation committee (or other board committee
performing equivalent functions) of another entity, one of whose executive
officers served on the Policy Committee or Section 162(m) Committee of the
Company, (ii) a director of another entity, one of whose executive officers
served on any of such committees, or (iii) a member of the compensation
committee (or other board committee performing equivalent functions) of another
entity, one of whose executive officers served as a director of the Company.principal accountant's independence.
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31
PERFORMANCE GRAPH
The following performance graph compares the cumulative total stockholder
return on the Company's Common Stock with the cumulative total returns of the
S&P 500 Stock Index and a peer group which consists of companies included by S&P
in its published index for the Aluminum Industry. The graph assumes that the
value of the investment in the Company's Common Stock and each index was $100 at
December 31, 1994,1995, and that all dividends were reinvested. The data points are
calculated as of the last trading day for the year indicated.
-24-
28
[PERFORMANCE GRAPH]
BASE
PERIOD
DEC 94 DECBase
Period
Company/Index Dec 95 DECDec 96 DECDec 97 DECDec 98 DECDec 99 ------ ------ ------ ------ ------ ------Dec 00
- ------------------------------------------------------------------------------------------------------
KAISER ALUMINUM CORPORATIONCORP 100 120.69 106.90 81.61 44.83 70.6988.57 67.62 37.14 58.58 28.10
S&P 500 INDEX 100 137.58 169.17 225.60 290.08 351.12
S&P122.96 163.98 210.85 255.21 231.98
ALUMINUM INDUSTRY INDEX- 500 100 123.24 141.54 143.85 147.59 289.33114.85 116.73 119.76 234.77 194.39
CERTAIN TRANSACTIONS
During the period from October 28, 1988 through June 30, 1993, the Company
and its domestic subsidiaries were included in the federal consolidated federal income
tax returns of MAXXAM. The tax allocation agreements of the Company and KACC
with MAXXAM terminated pursuant to their terms, effective for taxable periods
beginning after June 30, 1993. Payments or refunds for periods prior to July 1,
1993 related to foreign jurisdictions could still be required pursuant to the
Company's and KACC's respective tax allocation agreements with MAXXAM. In
accordance with the credit agreement entered into by the Company and KACC, any
such payments to MAXXAM by KACC would require lender approval, except in certain
circumstances. The tax allocation agreements of the Company and KACC with MAXXAM
terminated pursuant to their terms, effective for taxable periods beginning
after June 30, 1993. While the Company and KACC are severally liable for the MAXXAM
tax group's federal income tax liability for all of 1993 and applicable prior
periods, pursuant to the relevant tax allocation agreements, MAXXAM indemnifies
the Company and KACC to the extent the tax liability exceeds amounts payable by
them under such agreements.
KACC and MAXXAM have an arrangement pursuant to which they reimburse each
other for certain allocable costs associated with the performance of services by
their respective employees. KACC paid a total of approximately $2.6$3.3 million to
MAXXAM pursuant to such arrangements and MAXXAM paid approximately $2.0 million
to KACC pursuant to such arrangements in respect of 1999.2000. Generally, KACC and
MAXXAM endeavor to minimize the need for reimbursement by ensuring that
employees are employed by the entity to which the majority of their services are
rendered.
During 1999, Mr. Milchovich, an executive officer and a director of the
Company and KACC, borrowed $326,368.54 on an interest free basis from KACC in
connection with the purchase of a new home. The loan was repaid in full in
October 1999.
Mr. Levin, a director of the Company and KACC, is a partner inmember of the law firm
of Kramer Levin Naftalis & Frankel LLP, which provides legal services to the
Company and its subsidiaries.
On April 17, 1995, SHRP, Ltd. and two affiliated entities, SHRP
Acquisition, Inc. and SHRP Capital Corp., filed voluntary corporate petitions
under Chapter 11 of the United States Bankruptcy Code. Their bankruptcy plan has
since been confirmed and the transactions contemplated by the bankruptcy
reorganization plan were consummated on October 6, 1995. Mr. Hurwitz has served
as a director and Chairman of the Board of SHRP, Inc., SHRP, Ltd.'s sole general
partner prior to SHRP, Ltd.'s bankruptcy reorganization, and as a director,
Chairman of the Board and President of SHRP Capital Corp., a subsidiary of SHRP,
Ltd. that was dissolved effective December 31, 1997.
Mr. Haymaker's son, George T. Haymaker III, was an executive officer of
Coast Aluminum and Architectural ("Coast"), a distributor of aluminum products,
including products manufactured by KACC, until December 1999. During 1999, Coast
purchased approximately $19 million of products from KACC.
-25--28-
2932
SECTION 16(a)16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of the copies of the Forms 3, 4 and 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year, and written representations from reporting persons that no other
Form 5s were required, the Company believes that all filing requirements were
complied with which were applicable to its officers, directors and greater than
10% beneficial owners.
OTHER MATTERS
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, the Company's independent public accountants, has
completed its audit with respect to the Company's 19992000 fiscal year.
Representatives of Arthur Andersen LLP plan to attend the Annual Meeting and
will be available to answer appropriate questions. Such representatives will
also have an opportunity to make a statement at the Annual Meeting, if they so
desire.
STOCKHOLDER PROPOSALS FOR THE 20012002 ANNUAL MEETING OF STOCKHOLDERS
The Company's Amended and Restated By-laws require that the Company
receive written notice of any proposals which stockholders intend to present at
the 2001Annual2002 Annual Meeting (other than those submitted for inclusion in the
Company's proxy material pursuant to Rule 14a-8 of the Exchange Act), and any
nominations by stockholders of persons for election or reelection as directors
of the Company, by no earlier than February 20, 2001,22, 2002, and no later than March
25, 2001.2002. The foregoing notice is required to set forth (i) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitation of proxies for election of directors, or is otherwise
required, in each case, pursuant to Regulation 14A under the Exchange Act
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (ii) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of such business, the reasons for conducting such business at the
meeting, and any material interest in such business of the stockholder
submitting the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is being made, as well as (a) the name and address of
such stockholder, as they appear on the Company's books, and of such beneficial
owner, if applicable, and (b) the class and number of shares of the Company
which are owned beneficially and of record by such stockholder and such
beneficial owner, if applicable. A copy of the provision referred to above may
be obtained, without charge, upon written request to the Company's Secretary.
Proposals intended to be presented at the 20012002 Annual Meeting of Stockholders
pursuant to Rule 14a-8 of the Exchange Act must be received by December 22, 2000,24,
2001, in order to be included in the Company's proxy statement and form of proxy
relating to that meeting. Any stockholder proposals or nominations must be sent
to the Company's Secretary at the Company's executive offices at 5847 San
Felipe, Suite 2600, Houston, Texas 77057.
FORM 10-K
THE COMPANY WILL PROVIDE, WITHOUT CHARGE AND UPON WRITTEN REQUEST, A COPY
OF ITS ANNUAL REPORT ON FORM 10-K (EXCLUDING EXHIBITS OTHER THAN EXHIBIT 21) FOR
THE FISCAL YEAR ENDED DECEMBER 31, 1999.2000. THE COMPANY WILL FURNISH COPIES OF ALL
OTHER EXHIBITS TO SUCH REPORT ON FORM 10-K UPON PAYMENT OF A FEE OF 25 CENTS PER
PAGE. COPIES OF SUCH REPORT ON FORM 10-K, INCLUDING ALL EXHIBITS, ALSO MAY BE
OBTAINED, WITHOUT CHARGE, THROUGH THE SECURITIES AND EXCHANGE COMMISSION'S
INTERNET SITE AT HTTP://WWW.SEC.GOV.
-29-
33
REQUESTS TO THE COMPANY FOR COPIES OF THE FORM 10-K, INFORMATION AS TO THE
NUMBER OF PAGES CONTAINED IN ANY EXHIBIT, AND COPIES OF ANY SUCH EXHIBITS SHOULD
BE DIRECTED TO THE FOLLOWING OFFICE:
CORPORATE SECRETARY
KAISER ALUMINUM CORPORATION
5847 SAN FELIPE, SUITE 2600
HOUSTON, TEXAS 77057
(713) 267-3777
-26-
30
OTHER MATTERS
The cost of mailing and soliciting proxies in connection with the Annual
Meeting will be borne by the Company. The Company will, if requested, reimburse
banks, brokerage houses and other custodians, nominees and certain fiduciaries
for their reasonable expenses incurred in mailing proxy material to their
principals. Proxies may be solicited by directors, officers and employees of the
Company without special remuneration. The Company has retained Corporate
Investor Communications, Inc. to assist in the distribution and solicitation of
proxies at an estimated cost of approximately $5,000,$4,000, plus reasonable
out-of-pocket expenses. In addition to the use of mails, proxies may be
solicited by personal interviews, facsimile or telephone.
By Order of the Board of Directors
JOHN WM. NIEMAND II
Secretary
April 21, 200023, 2001
Houston, Texas
-27--30-
3134
APPENDIX A
KAISER ALUMINUM CORPORATION
CHARTER OF THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. AUDIT COMMITTEE PURPOSE
The Audit Committee (the "Committee") of Kaiser Aluminum Corporation (the
"Corporation") is appointed by the Board of Directors (the "Board") to
assist the Board in fulfilling its oversight responsibilities. The
Committee's primary duties and responsibilities are to:
o Serve as an independent and objective party to oversee the integrity of
the Corporation's accounting and financial reporting processes and
internal control system, including the Corporation's systems of internal
controls regarding finance and accounting, that management and the Board
have established. Consistent with this function, the Committee should
encourage continuous improvement of, and should foster adherence to, the
Corporation's policies, procedures and practices at all levels.
o Review and appraise the independence and performance of the
Corporation's independent accountants and the performance of the
Corporation's internal auditing department.
o Provide an open avenue of communication among senior management, the
independent accountants, the internal auditing department, and the
Board.
II. AUDIT COMMITTEE COMPOSITION AND MEETINGS
The size and composition of the Committee and the qualification of its
members shall meet the requirements of any exchange on which the
Corporation's securities are listed. Committee members may enhance their
familiarity with finance and accounting by participating in educational
programs conducted by the Corporation or an outside consultant.
The members of the Committee shall be elected by the Board annually (by
written consent or at a regular or special meeting of the Board). Unless a
Chairman is elected by the Board, the members of the Committee may
designate a Chairman by majority vote of the full Committee membership.
The Committee shall meet at least three times annually, and shall meet
more frequently if circumstances dictate. In addition, the Committee (or
at least its Chairman) shall meet as required or as otherwise deemed
appropriate in its discretion, on at least an informal basis, with
management and the independent accountants quarterly to review the
Corporation's financial statements, consistent with Section III.3. below.
As part of its duty to foster open communication, the Committee shall meet
as it deems necessary with management, including the chief financial,
legal and accounting officers, with the director of the internal auditing
department, and with the independent accountants in separate executive
sessions to discuss any matters that the Committee or any of these persons
or groups believe should be discussed privately.
III. COMMITTEE RESPONSIBILITIES AND DUTIES
General
1. Review and reassess the adequacy of this Charter at least annually
and update it as conditions dictate. Submit this Charter to the Board
for approval whenever the Committee recommends any changes, but
(whether or not changes are recommended) at least annually. Have the
Corporation publish this Charter in accordance with any applicable
stock exchange or Securities and Exchange Commission requirements.
-31-
35
2. Establish regular and separate systems of reporting to the Committee
by each of management and the independent accountants regarding any
significant judgments made in management's preparation of the
financial statements and the view of each as to appropriateness of
such judgments.
3. As required or as otherwise deemed appropriate in its discretion,
review with financial management and the independent accountants the
Corporation's annual and quarterly financial statements prior to
their issuance. The Committee may designate the Chairman to represent
the entire Committee for purposes of the review of the quarterly
(other than year-end) financial statements.
4. Consider and approve, if appropriate, major changes to the
Corporation's auditing, accounting, and internal control principles
and practices as suggested by management, the independent
accountants, or the internal auditing department, and subsequently
review with such persons, as appropriate, the extent that such
changes have been implemented.
Independent Accountants
5. Advise the independent accountants that: (a) they are ultimately
accountable to the Board and the Committee, as representatives of the
Corporation's shareholders; and (b) the Board and Committee have
ultimate authority and responsibility to select, evaluate, and, where
appropriate, replace the independent accountants.
6. Confer with the independent accountants concerning the scope of their
examinations of the books and records of the Corporation and its
subsidiaries; review and approve the independent accountants' annual
engagement letter; direct the special attention of the independent
accountants to specific matters or areas deemed by the Committee to
be of special significance; and authorize the independent accountants
to perform such supplemental reviews or audits as the Committee may
deem desirable.
7. Approve the fees and other compensation to be paid to the independent
accountants considering the range and cost of audit and non-audit
services performed by the independent accountants.
8. At least annually, review with management and the independent
accountants any significant risks and exposures to the Corporation
and its subsidiaries and the steps that management has taken to
monitor and control such risks and exposures.
9. Review with management and the independent accountants the audit
activities and significant audit findings of the independent
accountants.
10. At least annually, consult with the independent accountants out of
the presence of management about internal controls and the quality
and appropriateness of the Corporation's accounting principles as
applied in its financial statements.
11. On an annual basis, prior to the issuance of the independent
accountants' opinion on the Corporation's financial statements, the
Committee shall obtain a formal written statement from the
independent accountants delineating all relationships between the
independent accountants and the Corporation consistent with
Independence Standards Board Standard 1 "Independence Discussions
with Audit Committees." The Committee shall review the statement and
actively engage in a dialogue with the independent accountants with
respect to any disclosed relationships or services that may impact
the objectivity and independence of the accountants, and recommend
that the Board take appropriate action in response to the independent
accountants' report to satisfy itself as to the independent
accountants' independence.
12. Following completion of the annual audit, (a) review separately with
each of management and the independent accountants any significant
difficulties encountered during the course of the audit, including
any restrictions on the scope of work or access to required
information, and (b) review any significant disagreement among
management and the independent accountants or the internal auditing
department.
-32-
36
13. At least annually, inquire of management and the independent
accountants as to whether they are aware of any consultations with
other independent accountants regarding accounting and auditing
matters that would have a material effect on the Corporation's
financial statements.
14. The Committee shall review the independence and performance of the
independent accountants and recommend to the Board the appointment or
termination of the independent accountants.
Internal Audit Department
15. Confer with the internal auditors concerning the focus of the work to
be performed during the year.
16. Direct the special attention of the internal auditors to specific
matters or areas deemed by the Committee to be of special
significance; and authorize the internal auditors to perform such
supplemental reviews or audits as the Committee may deem desirable.
17. Review the internal reports to management prepared by the internal
auditing department and management's response.
18. Review and appraise the performance of the Corporation's internal
auditors.
Other Audit Committee Responsibilities
19. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the
Board deems necessary or appropriate.
20. Report to the Board periodically, but at least annually, concerning
the activities of the Committee.
-33-
37
================================================================================
TABLE OF CONTENTS
Notice of Annual Meeting of Stockholders
Proxy Statement
Election of Directors.....................Directors ................................................. 3
Other Business............................Business ........................................................ 3
The Board of Directors and its
Committees.............................Committees .......................................................... 3
Executive Officers and Directors.......... 6Directors ...................................... 7
Principal Stockholders.................... 10Stockholders ................................................ 11
Executive Compensation.................... 12Compensation ................................................ 14
Report of the Compensation
Committees on Executive
Compensation........................... 21Compensation ........................................................ 24
Report of the Audit Committee ......................................... 27
Principal Accounting Firm Fees ........................................ 27
Performance Graph......................... 24Graph ..................................................... 28
Certain Transactions...................... 25Transactions .................................................. 28
Section 16(a) Beneficial Ownership
Reporting Compliance................... 26Compliance ................................................ 29
Other Matters............................. 26Matters ......................................................... 29
Appendix A ............................................................ 31
================================================================================
[LOGO]
================================================================================[KAC Logo]
NOTICE OF 20002001 ANNUAL MEETING
AND
PROXY STATEMENT
================================================================================
IMPORTANT
PLEASE SIGN AND DATE YOUR PROXY CARD
AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE.
SKU KAC - PROXY - 2000KAC-PROXY-2001
(recycled) Printed on recycled paper.
32
APPENDIX A38
DETACH HERE
PROXY
KAISER ALUMINUM CORPORATION
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 24, 200023, 2001
The undersigned hereby appoints J. KENT FRIEDMAN, CHARLES E. HURWITZ,
JOHN T. LA DUC and RAYMOND J. MILCHOVICH as proxies (each with power to act
alone, or jointly, and with power of substitution) to vote, as designated on
the reverse side, all shares of Common Stock the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be held on May 24, 2000,23, 2001, and at
any and all adjournments or postponements thereof.
PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
SEE REVERSE CONTINUED AND TO BE SIGNED SEE REVERSE
SIDE ON REVERSE SIDE SEE REVERSE SIDE SIDE
33
DETACH HERE
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" THE
ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS.
1. ELECTION OF DIRECTORS.DIRECTORS
NOMINEES: (01) Robert J. Cruikshank, (02) James T. Hackett,
(03) George T. Haymaker, Jr., (04) Charles E. Hurwitz, (05) Ezra G. Levin,
(06) Raymond J. Milchovich and (07) James D. Woods.Woods
FOR ALL WITHHOLD
NOMINEES FROM ALL
LISTED ABOVE / / NOMINEES
LISTED ABOVE / /
/ / ----------------------------------------------------------------------
FOR ALL NOMINEES (except as marked to the contrary)
/ / WITHHOLD FROM ALLLISTED ABOVE EXCEPT NOMINEES / / ------------------------------------------------------------------
To withhold authority to vote for any individual nominee(s) while
voting for the remainder mark the FOR ALL NOMINEES box and the above
box to the left and write the name of the nominee(s) for which
authority is withheld in the space above.NAMED ON THIS LINE
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF, HEREBY REVOKING ANY INSTRUCTION(S) HERETOFORE GIVEN
BY THE UNDERSIGNED.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please sign name(s) exactly as printed hereon. If stock is held in the name of
more than one person, EACH person should sign. Executors, administrators,
trustees, etc., should give full title as such. If a corporation, please sign
full corporate name by duly authorized officer. If a partnership, please sign in
partnership name by authorized person.
Signature(s): __________________ Title(s): __________________ Date:
___________
34
APPENDIX B39
KAISER ALUMINUM CORPORATION
5847 SAN FELIPE, SUITE 2600
HOUSTON, TEXAS 7705777057-3268
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 200023, 2001
PRE-REGISTRATION FORM
If you plan to attend the Annual Meeting of Stockholders at 11:0010:30 a.m.,
local time, on Wednesday, May 24, 2000,23, 2001, at The Power Center, 12401 South Post
Oak, Houston, Texas, you
may use this form to pre-register and expedite your admission to the meeting. If
you choose to pre-register, you will only be required to verify your identity at the
registration table with a driver's license or other appropriate identification
bearing a photograph to enter the meeting. If you are a Stockholder of record,
please complete and return this form to pre-register. If you hold your shares
through your broker, bank or other nominee, please complete and return this form
accompanied by your brokerage or similar statement demonstrating that you owned
shares of Common Stock as of the close of business on March 31, 2000,30, 2001, to
pre-register. All Stockholders will still need to follow the rules and
procedures set forth in the Proxy Statement and at the Annual Meeting in order
to vote their shares at the meeting.
Please return this Pre-Registration Form, together with proof of ownership
of Common Stock as of March 31, 2000, if necessary, to: Kaiser Aluminum
Corporation, 5847 San Felipe, Suite 2600, Houston, Texas 77057, Attention:
Stockholder Meeting Pre-Registration or by facsimile to 1-877-276-6983. For
further information you may call toll-free 1-877-276-6903.
I plan to attend the Company's Annual Meeting of Stockholders on May 24, 2000.PLEASE COMPLETE AND RETURN THIS PRE-REGISTRATION FORM, TOGETHER WITH
PROOF OF OWNERSHIP OF COMMON STOCK AS OF MARCH 30, 2001, IF NECESSARY, BY
FACSIMILE TO 1-866-771-1361 BEFORE THE CLOSE OF BUSINESS ON MAY 18, 2001. FOR
FURTHER INFORMATION, YOU MAY CALL TOLL-FREE 1-866-771-1364.
( ) I plan to attend OR ( ) I will send my proxy to attend the Company's Annual
Meeting of Stockholders on May 23, 2001.
Name:
_______________________________---------------------------------------------------------------------------
Proxy's Name (if applicable):
---------------------------------------------------
Street:
_____________________________-------------------------------------------------------------------------
City:
_______________________________---------------------------------------------------------------------------
State: __________ ZIP CODE:
_________------------------------------ ----------------------------------
Daytime Telephone Number (including area code):
_______________________--------------------------------