o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Pursuant to §240.14a-12

þ	No fee required

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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o	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 number, or the Form or Schedule and the date of its filing.

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Advance our position as the supplier of choice. Our top priority is to provide the "Best in Class" customer experience in the industry with emphasis on consistent excellence in product quality, on-time delivery, responsiveness and customer service. We focus our research and development on making existing products better, trademarked as KaiserSelect®, to deliver real and demonstrable value to our customers. Execution of this strategic commitment over the past 20 years has shaped Kaiser's reputation in the industry as the preferred source for demanding aluminum mill product applications, and we intend to advance that reputation with our continuous improvement initiatives.

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Achieve and sustain a position as a low cost producer. Why “a” low cost producer rather than “the” low cost producer? Because we will not allow pursuit of lower costs to compromise our commitment to be the supplier of choice. That said, we are committed to achieving a strong and competitive cost position and have accomplished that by integrating focused investments in plant and equipment with our implementation of Lean Six Sigma principles to systematically remove waste and reduce variation in our operations. Over the past ten years we have invested in quality, efficiency, and capacity expansion at a rate exceeding two times our depreciation charges. These investments have enabled us to consistently reduce our manufacturing conversion costs beyond offsetting inflation, and we have a clear vision of the actions to continue this trend into the future.

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Pursue profitable sales growth. We seek steady sales growth, but it must be profitable growth. We continue to foresee good secular growth opportunities in our chosen end markets which focus on demanding aluminum mill products applications where we have or can create a defensible competitive position. We pursue economic value added (referred to herein as "EVA") profitable organic and inorganic growth that delivers long-term value to our stockholders, however, our commitment to EVA dissuades us from paying value-eroding prices to achieve growth through acquisitions. In the past decade, despite significant erosion in pricing for our heat treat plate products that has

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Enhance quality and depth of technical and managerial talent. Achieving our strategic priorities requires technical and managerial excellence as well as sustainment of the culture and management systems that facilitate the success of the business. We make significant investments in our employees to develop their ability to lead and perform and to institutionalize our culture and management systems. In addition to the extensive training and development resources of our internally developed Kaiser University, we also utilize several external sources for leadership and management education including: The Metals Service Center Institute (Strategic Metals Management), The Ohio State University (Lean Manager Certification Program), and the Thayer Leader Development Group at West Point, including the Women Leading From the Front Lines program.

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Sustain financial strength and flexibility. Integral to our strategy is the recognition that we serve cyclic market segments. We manage our business in anticipation of unpredictable but inevitable cyclic downturns to be in a position to thrive and continue to advance our competitive position when times are tough. We adhere to conservative leverage guidelines, and our capital allocation priorities are to return cash to stockholders after we fund our sustaining, organic and inorganic growth investment needs. We are committed to delivering quarterly dividends to our stockholders, and, with growth in sustainable earnings, we have steadily increased our quarterly dividends each year since 2011. Over the past 10 years we have invested more than $600 million in organic investments for capacity, product quality and manufacturing cost efficiencies plus $100 million in bolt-on acquisitions, and we have returned more than $600 million to stockholders through quarterly dividends and a disciplined share repurchase program. These capital allocation priorities have been integral to delivering consistent double-digit total stockholder returns in excess of 13% over the past five years.

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Enhance our standing as a valued corporate citizen. Enforcing the values embedded in being a preferred supplier, employer, investment and customer and a valued corporate citizen requires us to be socially responsible and active members of our industry and our communities. Our commitment to creating sustainable value incorporates our focus on environmental issues, the health and safety of our employees, our communities and charitable outreach, training and development and ensuring we adhere to the high standards set by our Board around integrity, competence, character and culture.

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•	operating our business with honesty and integrity;

•	providing a safe workplace that fosters dignity and respect;

•	supporting the sustainability of our environment through lean sigma initiatives to drive continuous improvement in manufacturing efficiency and reduce our carbon emissions and environmental footprint;

•	striving to make a positive difference in our local communities; and

•	creating positive economic impact for our stakeholders.

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(1)	To elect three members to our board of directors for three-year terms to expire at our 2021 annual meeting of stockholders;

(2)	To approve, on a non-binding, advisory basis, the compensation of our named executives officers as disclosed in the accompanying Proxy Statement;

(3)	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018; and

(4)	To consider such other business as may properly come before the Annual Meeting or any adjournments thereof.

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Q:	When is the Proxy Statement being sent to stockholders and what is its purpose?

A:	This Proxy Statement is first being sent to our stockholders on or about May 4, 2018 at the direction of our board of directors in order to solicit proxies for our use at the Annual Meeting.

Q:	When is the Annual Meeting and where will it be held?

A:	The Annual Meeting will be held on Thursday, June 14, 2018, at 9:00 a.m., local time, at our corporate office, located at 27422 Portola Parkway, Suite 200, Foothill Ranch, California 92610.

Q:	Who may attend the Annual Meeting?

A:	All of our stockholders may attend the Annual Meeting.

Q:	Who is entitled to vote?

A:	Stockholders as of the close of business on April 20, 2018 are entitled to vote at the Annual Meeting. Each share of our common stock is entitled to one vote.

Q:	On what am I voting?

A:	You will be voting on:

•	The election of three members to our board of directors to serve until our 2021 annual meeting of stockholders;

•	The approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement;

•	The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018; and

•	Such other business as may properly come before the Annual Meeting or any adjournments.

Q:	How does the board of directors recommend that I vote?

A:	The board of directors recommends that you vote your shares:

•	"FOR ALL" the director nominees identified in "Proposals Requiring Your Vote - Proposal 1 - Election of Directors" below;

•	"FOR" the approval of the compensation of our named executive officers as disclosed in this Proxy Statement; and

•	"FOR" the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018.

Q:	How can I vote?

A:	You can vote in person at the Annual Meeting or you can vote prior to the Annual Meeting by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy without delay.

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Q:	How do I vote by proxy?

A:	If you choose to vote your shares by proxy, you have the following options:

•	Over the Internet: You can vote over the Internet at the website shown on your proxy card. Internet voting will be available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on Wednesday, June 13, 2018.

•	By telephone: You can vote by telephone by calling the toll-free number shown on your proxy card. Telephone voting will be available 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on Wednesday, June 13, 2018.

•	By mail: You can vote by mail by completing, signing and dating your proxy card and returning it in the enclosed prepaid envelope.

Q:	I want to attend the Annual Meeting and vote in person. How do I obtain directions to the Annual Meeting?

A:	You may obtain directions to the Annual Meeting by calling us at (949) 614-1740.

Q:	What constitutes a quorum?

A:

As of April 20, 2018, the record date, 16,762,439 shares of our common stock were issued and outstanding. A majority of these shares present or represented by proxy will constitute a quorum for the transaction of business at the Annual Meeting. If you properly vote by proxy by submitting your voting instructions over the Internet, by telephone or by mail, then your shares will be counted as part of the quorum. Abstentions or votes that are withheld on any matter will be counted towards a quorum but will be excluded from the vote relating to the particular matter under consideration. Broker non-votes are counted towards a quorum but are excluded from the vote with respect to the matters for which they are applicable. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. Among our proposals, brokers will have discretionary voting power only with respect to the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018.

Q:	What are the voting requirements for the proposals?

A:	There are different voting requirements for the proposals.

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Each director will be elected by an affirmative vote of the majority of the votes cast with respect to the director in an uncontested election. If an incumbent director nominee receives a greater number of votes cast against his or her election than in favor of his or her election (excluding abstentions) in an uncontested election, the nominee must promptly tender his or her resignation, and the board of directors will decide, through a process managed by the nominating and corporate governance committee, whether to accept the resignation, taking into account its fiduciary duties to our company and our stockholders. The board of director's explanation of its decision will be promptly disclosed in a Form 8-K furnished to the Securities and Exchange Commission. An election of directors is considered to be contested if there are more nominees for election than positions on the board of directors to be filled by election at the meeting of stockholders. In the event of a contested election, each director will be elected by a plurality vote of the votes cast at such meeting. The election of directors at the Annual Meeting is uncontested.

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The approval of the holders of a majority of the total number of outstanding shares of our common stock present in person or represented by proxy at the Annual Meeting and actually voted on the proposal is necessary (1) to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement, and (2) to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018. If you abstain from voting on the proposal to approve the compensation of our named executive officers as disclosed in this Proxy Statement and/or the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018, your shares will not be counted in the vote for such proposal(s) and will have no effect on the outcome of the vote.

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Q:	If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A:	As discussed above, among our proposals, brokers will have discretionary voting power only with respect to the proposal to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018. To be sure your shares are voted, you should instruct your broker to vote your shares using the instructions provided by your broker.

Q:	What will happen if the compensation of the company's named executive officers is not approved by the stockholders?

A:

Because this is an advisory vote, our board of directors and compensation committee will not be bound by the approval of, or the failure to approve, the executive compensation of our named executive officers as disclosed in this Proxy Statement. The board of directors and the compensation committee, however, value the opinions that our stockholders express in their votes and will consider the outcome of the vote when determining future executive compensation programs.

Q:	What will happen if the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018 is not ratified by the stockholders?

A:

Pursuant to the audit committee charter, the audit committee of our board of directors has sole authority to appoint our independent registered public accounting firm, and the audit committee will not be bound by the ratification of, or failure to ratify, the selection of Deloitte & Touche LLP. The audit committee will, however, consider any failure to ratify the selection of Deloitte & Touche LLP in connection with the appointment of our independent registered public accounting firm the following year.

Q:	Can I change my vote after I give my proxy?

A:	Yes. If you vote by proxy, you can revoke that proxy at any time before voting takes place at the Annual Meeting. You may revoke your proxy by:

•	delivering, no later than 5:00 p.m., Eastern Time, on Wednesday, June 13, 2018, written notice of revocation to our Secretary, c/o Computershare, P.O. Box 43126, Providence, Rhode Island 02940-5138; or

•	attending the Annual Meeting and voting in person.

Q:	What does it mean if I receive more than one proxy card?

A:	If you receive more than one proxy card, it is because your shares are held in more than one account. You must vote each proxy card to ensure that all of your shares are voted at the Annual Meeting.

Q:	Who will count the votes?

A:	Representatives of Computershare, our transfer agent, will tabulate the votes and act as inspectors of election.

Q:	How much will this proxy solicitation cost?

A:

We have hired MacKenzie Partners, Inc. to assist us in the distribution of proxy materials and solicitation of votes at a cost not to exceed $10,000, plus out-of-pocket expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the owners of our common stock. Our officers and regular employees may also solicit proxies, but they will not be specifically compensated for these services. In addition to the use of the mail, proxies may be solicited personally or by telephone by our employees or by MacKenzie Partners.

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•	align the interest of our named executive officers and stockholders by tying a significant portion of compensation to enhancing stockholder return;

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•	attract, motivate and retain highly experienced executives vital to our short-term and long-term success, profitability and growth;

•	deliver a mix of fixed and at-risk compensation with the portion of compensation at risk increasing with seniority; and

•	tie our executive compensation to our ability to pay and safety, quality, delivery, cost and individual performance.

•	a base salary targeted at the 50th percentile of our compensation peer group (1) compensating each named executive officer based on the level of responsibility, individual expertise and prior experience and (2) providing a fixed amount of cash compensation upon which our named executive officers can rely;

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a short-term annual cash incentive targeted at the 50th percentile of our compensation peer group (1) payable only if our company achieves a certain adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, performance goal determined based on return on our adjusted net assets as more fully described below, and (2) adjusted based on (a) our safety performance based on our total case incident rate, or TCIR, which is the average number of work-related injuries incurred by 100 workers during a one-year period, (b) our quality performance based on our no-fault claim rate, (c) delivery performance based on our on-time delivery rate, (d) cost performance based on manufacturing efficiency, and (e) individual performance based on individual, facility, and/or functional performance; and

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an equity-based, long-term incentive targeted at between the 50th and 65th percentile of our compensation peer group and designed to align compensation with the interests of our stockholders and to enhance retention of our named executive officers consisting of (1) restricted stock units with three-year cliff vesting and (2) performance shares, 40% of which that vest, if at all, based on our total stockholder return, or TSR, compared to the TSR of our peers in the S&P SmallCap 600 Materials Index, 40% of which that vest, if at all, based on our total controllable cost performance, and 20% of which that vest, if at all, based on our economic value added, or EVA, each over the 2017-2019 performance period.

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routinely meets and confers with our Chief Executive Officer to address comments, issues and areas of interest expressed or identified by our independent directors, to assess the governance of our board of directors and our company, and to review board responsibilities, meeting schedules, meeting agenda and information requested or otherwise provided to our directors routinely or in connection with meetings of our board of directors.

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•	the qualifications to serve as a director as set forth in any applicable corporate governance guidelines adopted by the board of directors and policies adopted by the nominating and corporate governance committee establishing criteria to be utilized by it in assessing whether a director candidate has appropriate skills and experience; and

•	any other qualifications to serve as director imposed by applicable law.

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•	establishing hiring policies for employees or former employees of the independent accounting firm;

•	reviewing our systems of internal accounting controls;

•	discussing risk management policies;

•	approving related-party transactions;

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•	establishing procedures for complaints regarding financial statements or accounting policies; and

•	performing other duties delegated to the audit committee by our board of directors from time to time.

•	administering plans adopted by our board of directors that contemplate administration by the compensation committee, including our 2016 Equity and Incentive Compensation Plan (referred to herein as our 2016 Plan);

•	overseeing regulatory compliance with respect to compensation matters;

•	reviewing director compensation; and

•	performing other duties delegated to the compensation committee by our board of directors from time to time.

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•	exhibits strong leadership in his or her particular field or area of expertise;

•	possesses the ability to exercise sound business judgment;

•	has a strong educational background or equivalent life experiences;

•	has substantial experience both in the business community and outside the business community;

•	contributes positively to the existing collaborative culture among members of our board of directors;

•	represents the best interests of all of our stockholders and not just one particular constituency;

•	has experience as a senior executive of a company of significant size or prominence or another business or organization comparable to our company;

•	possesses skills and experience which make him or her a desirable addition to a standing committee of our board of directors;

•	consistently demonstrates integrity and ethics in his or her professional and personal life; and

•	has the time and ability to participate fully in activities of our board of directors, including attendance at, and active participation in, meetings of our board of directors and the committee or committees of which he or she is a member.

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•	assisting in management succession planning, including with respect to the chairman of our board of directors and our Chief Executive Officer;

•	considering possible conflicts of interest of members of our board of directors and management and making recommendations to prevent, minimize or eliminate such conflicts of interests;

•	evaluating whether an incumbent director should be nominated for re-election to our board of directors upon expiration of the incumbent's term;

•	making recommendations to our board of directors regarding the appropriate size of our board of directors; and

•	performing other duties delegated to the nominating and corporate governance committee by our board of directors from time to time.

•	proof that the stockholder or group of stockholders submitting the recommendation has beneficially owned, for the required one-year holding period, more than 5% of our outstanding common stock;

•	a written statement that the stockholder or group of stockholders intends to continue to beneficially own more than 5% of our outstanding common stock through the date of the next annual meeting of our stockholders;

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the name and record address of each stockholder submitting a recommendation for the director candidate, the written consent of each such stockholder and the director candidate to be publicly identified (including, in the case of the director candidate, to be named in the company's proxy materials) and the written consent of the director candidate to serve as a member of our board of directors (and any committee of our board of directors to which the director candidate is assigned to serve by our board of directors) if elected;

•	a description of all arrangements or understandings between or among any of the stockholders or group of stockholders submitting the recommendation, the director candidate and any other person or persons (naming such person or persons) pursuant to which the submission of the recommendation is to be made by such stockholder or group of stockholders;

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with respect to the director candidate, (1) his or her name, age, business and residential address and principal occupation or employment, (2) the number of shares of our common stock beneficially owned by him or her, (3) a resume or similar document detailing his or her personal and professional experiences and accomplishments, and (4) all other information relating to the candidate that would be required to be disclosed in a proxy statement or other filing made in connection with the solicitation of proxies for the election of directors pursuant to the Exchange Act, the rules of the Securities and Exchange Commission or the rules of the Nasdaq Stock Market; and

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•	a written statement that each submitting stockholder and the director candidate shall make available to the nominating and corporate governance committee all information reasonably requested in connection with the committee's evaluation of the candidate.

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•	Potential payouts under our incentive plans are capped, and overall variable compensation does not materially impact our financial results;

•	Our overall compensation is comprised of a mix of long- and short-term compensation which discourages short-term decisions that could be at the expense of long-term results;

•	A significant portion of the variable compensation is in the form of restricted stock or restricted stock units and performance shares with three-year vesting and performance periods, which ensure that three years of unvested grants are outstanding at any time and encourage decisions expected to create long-term value for our stockholders;

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•	All of our incentive programs contain clawback provisions, which provide for the forfeiture of outstanding unvested awards and the return of vested awards;

•	Our short-term incentive plan and our performance shares require the attainment of threshold company performance levels before any payments are earned or performance shares vest; and

•	Our stock ownership guidelines require our board of directors and executive officers to retain significant equity interests in our company to ensure the ongoing alignment of executive officers and our stockholders.

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•	net sales of $1.4 billion;

•	net income of $45 million, reflecting an incremental $37 million non-cash tax expense as a result of federal tax reform legislation primarily related to the Company's deferred tax assets;

•	returned $115 million to stockholders through quarterly dividends and share repurchases.

•	objectives for our compensation programs;

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•	the structure of our compensation programs;

•	the role of our compensation programs in management succession planning; and

•	compensation of other members of senior management, including our other named executive officers.

•	creating alignment between our senior management and our stockholders by rewarding our senior management for achieving strategic goals that successfully drive our operations and enhance our stockholder return;

•	attracting, motivating and retaining highly experienced executives vital to our short-term and long-term success, profitability and growth;

•	correlating our senior management compensation with our actual performance; and

•	providing competitive, targeted compensation levels that are benchmarked to our compensation peer group discussed below as follows:

•	for base salary, the 50th percentile;

•	for annual cash incentives at target-level performance, the 50th percentile; and

•	for annualized economic equity grant value of long-term incentives, between the 50th and the 65th percentiles.

•	a short-term annual cash incentive payable only if the performance threshold is met; and

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an equity-based, long-term incentive consisting of (1) restricted stock units with a three-year cliff vesting schedule to promote senior management retention, and (2) performance shares, 40% of which that vest, if at all, based on our TSR compared to a group of peer companies, 40% of which that vest, if at all, based on our total controllable cost performance, and 20% of which that vest, if at all, based on our EVA performance, each over a three-year performance period (2017 through 2019).

•	balanced short-term and long-term goals, with:

•	approximately 57% of our Chief Executive Officer's target total compensation being delivered through long-term incentives; and

•	approximately 44% to 52% of the target total compensation for our other named executive officers being delivered through long-term incentives;

•	delivered a mix of fixed and at-risk compensation directly related to our overall performance and the creation of stockholder value, with:

•	approximately 75% of the target compensation of our Chief Executive Officer and our President and Chief Operating Officer being at-risk compensation payable only if certain corporate performance levels are achieved; and

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•	approximately 63% to 68% of the target total compensation for our other named executive officers being at-risk compensation payable only if certain corporate performance levels are achieved;

•	provided compensation that is competitive with our compensation peer group recommended by the compensation committee's independent compensation consultant;

•	utilized equity-based awards, including performance shares that vest only if we achieve a certain relative TSR, cost performance or EVA performance goal, stock ownership guidelines and annual cash incentives linked to achievement of financial, corporate, operational and individual performance;

•	emphasized the importance of safety, quality, delivery and cost performance; and

•	utilized forfeiture provisions that can result in the loss of awards and resulting benefits if we determine that a recipient, including any of our named executive officers, has engaged in certain activities detrimental to us.

•	The external challenges to our near- and long-term ability to attract and retain strong senior management;

•	Each individual's contributions to our overall results;

•	Our historical and anticipated operating and financial performance compared with targeted goals; and

•	Our size and complexity compared with companies in our compensation peer group.

•	the company's business plan and underlying assumptions;

•	the goal of maintaining alignment between our senior management and our stockholders through the use of short- and long-term, performance-based compensation;

•	the benefits of maintaining a consistent approach to compensation and the structure of our programs through business cycles;

•	the anticipated performance of the company's compensation programs based on the company's business plan and current financial position;

•	the economic conditions in the United States and abroad; and

•	stockholder feedback, if any.

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•	level of responsibility;

•	prior experience;

•	base salaries paid for comparable positions by our compensation peer group; and

•	the relationship among base salaries paid within our company.

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•	a maximum performance level at or above which the maximum number of performance shares (equal to two times the target number of performance shares) will vest and be earned; and

•	pro rata vesting between the threshold and maximum performance levels.

•	the threshold performance required for payout under the relative TSR performance metric is a TSR ranking at the 25th percentile;

•	the performance required for the maximum payout under the relative TSR performance metric is a TSR ranking at or above the 90th percentile; and

•	if our TSR over the 2017 through 2019 performance period is negative, then the maximum number of shares that the participants can receive under the relative TSR performance metric is the target number of performance shares regardless of our TSR percentile ranking.

•	there is no payout under the cost performance metric if the annualized cost increase is equal to or greater than 3%;

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•	the performance required for the target payout under the cost performance metric is an annualized cost increase at 0%; and

•	the performance required for the maximum payout under the cost performance metric is an annualized cost reduction equal to or greater than 3%.

•	an annualized economic equity grant value of long-term incentives between the 50th and the 65th percentiles of our compensation peer group;

•	balanced short-term and long-term goals, with:

•	over 50% of our Chief Executive Officer's target total compensation being delivered through long-term incentives; and

•	over 40% of the target total compensation for the other named executive officers being delivered through long-term incentives;

•	internal compensation balance; and

•	recognition of differing position responsibilities.

(1)

The restricted stock units granted will vest on March 5, 2020 or earlier if the named executive officer's employment terminates as a result of death or disability or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2020, the restricted stock units will remain outstanding and vest on March 5, 2020 (or earlier in the event of his death or disability or a change in control). If the employment of Mr. Hockema or Mr. Barneson terminates before March 5, 2020 as a result of his retirement, a prorated portion of such restricted stock units, determined based on the actual days of his employment during the restriction period, will remain outstanding and vest on March 5, 2020 (or earlier in the event of his death or disability or a change in control). The number of restricted stock units granted was calculated by dividing the applicable percentage (i.e., 36% and 33% for Messrs. Hockema and Harvey, respectively, and 50% for the other named executive officers) of the target monetary value by the sum of (i) the average of the closing prices of our company's common stock for the 20 trading days prior to the grant date, which was $80.54 per

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(2)	The table below sets forth the number of performance shares that will vest and be earned for each of Messrs. Hockema, Harvey, Rinkenberger, Donnan and Barneson under our 2017 - 2019 LTI Program at each performance level:

•	the threshold number of performance shares reflects that no performance shares will be earned in 2020 under our 2017-2019 LTI Program unless our company's performance exceeds the threshold performance required over the 2017 through 2019 performance period;

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the target number of performance shares was calculated by dividing the applicable percentage (i.e., 64% and 67% for Messrs. Hockema and Harvey, respectively, and 50% for the other named executive officers) of the target monetary value by the sum of (i) the average of the closing prices of our company's common stock for the 20 trading days prior to the grant date, which was $80.54 per share, reduced by (ii) 25.93%, the discount factor provided by Meridian in connection with the calculation of the economic value of the performance shares for purposes of determining the number of performance shares to be granted on the grant date; and

•	the maximum number of performance shares is approximately twice the target number of performance shares.

•	the Kaiser Aluminum Savings and Investment Plan, a tax-qualified profit-sharing and 401(k) plan (which we refer to as our Savings Plan); and

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•	a nonqualified and unsecured deferred compensation plan (which we refer to as our Restoration Plan) intended to restore benefits that would be payable to designated participants in the Savings Plan but for the limitations on benefit accruals and payments imposed by the Code.

•	A company match of the employee's pre-tax deferrals under our Savings Plan;

•	A company contribution to the employee's account under our Savings Plan; and

•	A company contribution to the employee's account under our Restoration Plan.

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•	provide an economic incentive for Mr. Hockema to delay his retirement until at least July 2020;

•	improve our ability to retain other key members of senior management; and

•	provide assurance to our customers and other stakeholders of the continuity of senior management for an extended period.

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(1)

Reflects the aggregate grant date fair value of restricted stock, restricted stock units and performance share awards to our named executive officers determined in accordance with Financial Accounting Standards Board Accounting Standard Code Topic 718 (referred to herein as ASC Topic 718), without regard to potential forfeiture. The aggregate grant date fair value of the performance shares awards reflected in this table has been determined assuming the probable outcome of the performance condition on the date of the grant and without adjustment for actual performance during the period and, for performance shares with relative TSR as the performance metric, using a Monte Carlo simulation of future stock prices of our company and our peer companies on the S&P 600 SmallCap Materials Sector Index. The aggregate grant date fair value of the 2017 performance share awards determined assuming the probable outcome of the performance conditions and assuming an outcome of the performance conditions at the maximum level are as follows:

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(2)	Reflects payments earned under our short-term incentive plans.

(3)

Reflects the aggregate change in actuarial present value of the named executive officer's accumulated benefit under a defined pension benefit plan previously maintained by us for our salaried employees, which we refer to as our Old Pension Plan, during the applicable fiscal year, calculated by (a) assuming mortality according to the RP-2014 White Collar Healthy Annuitant mortality table, adjusted to 2006 and then projected forward with Scale MP-2015 as of December 31, 2016 and the RP-2014 White Collar Healthy Annuitant mortality table, adjusted to 2006, and then projected forward with Scale MP-2016 as of December 31, 2017 and (b) applying a discount rate of 3.90%, 3.60% and 3.20% per annum for 2015, 2016 and 2017, respectively, to determine the actuarial present value of the accumulated benefit at December 31 of the preceding year and a discount rate of 3.60%, 3.90% and 3.60% per annum, respectively, to determine the actuarial present value of the accumulated benefit at December 31 of the applicable year. Effective December 17, 2003, the Pension Benefit Guaranty Corporation, or PBGC, terminated and effectively assumed responsibility for making benefit payments in respect of our Old Pension Plan, whereupon all benefit accruals under the Old Pension Plan ceased and benefits available thereunder to certain salaried employees, including Mr. Hockema, were significantly reduced due to the limitations on benefits payable by the PBGC. Above-market or preferential earnings are not available under our Restoration Plan, which is our only plan or arrangement pursuant to which compensation may be deferred on a basis that is not tax-qualified, or any of our other benefit plans.

(4)

Includes (a) contributions made or to be made by us under our Savings Plan, (b) contributions made or to be made by us under our Restoration Plan (which is intended to restore the benefit of contributions that we would have otherwise paid to participants under our Savings Plan but for limitations imposed by the Code), (c) dividend and dividend equivalent payments which were not factored into the reported grant date fair value of the restricted stock, restricted stock unit and performance share awards, and (d) the costs to us of perquisites and other personal benefits. See the table set forth under "- All Other Compensation" below for information regarding each such component.

•	For 2017 Mr. Hockema, 15.9%; Mr. Harvey, 9.2%; Mr. Rinkenberger, 21.5%; Mr. Donnan, 22.1%; and Mr. Barneson, 23.8%;

•	For 2016, Mr. Hockema, 14.9%; Mr. Harvey, 13.8%; Mr. Rinkenberger, 19.8%; Mr. Donnan, 20.3%; and Mr. Barneson, 21.7%; and

•	For 2015 Mr. Hockema, 17.8%; Mr. Harvey, 19.0%; Mr. Rinkenberger, 24.2%; Mr. Donnan, 24.9%; and Mr. Barneson, 27.4%.

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(1)	Represents reimbursement of relocation and temporary living costs incurred by Mr. Harvey in connection with his relocation from North Carolina to California, where our corporate office is located.

(1)

Reflects the threshold, target and maximum award amounts under our 2017 STI Plan for our named executive officers. No awards are payable when performance does not reach the threshold performance level. Under our 2017 STI Plan, if the threshold performance level was reached, participants were eligible to receive a cash incentive award between one-half and three times the participant's target award amount. See the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table for the actual monetary awards paid to the named executive officers under the 2017 STI Plan in March 2018.

(2)	Reflects the number of performance shares that will become vested and earned for each of the named executive officers under our 2017 - 2019 LTI Program in 2020 at the threshold, target and maximum performance levels. No performance

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(3)

Reflects the aggregate grant date fair value of restricted stock units and performance share awards to our named executive officers determined in accordance with ASC Topic 718, without regard to potential forfeiture. The aggregate grant date fair value of the performance share awards reflected in this table has been determined assuming the probable outcome of the performance condition on the date of the grant and without adjustment for actual performance during the period and, for performance shares with relative TSR as the performance metric, using a Monte Carlo simulation of future stock prices of our company and our peer companies on the S&P 600 SmallCap Materials Index.

(4)

Reflects the number of restricted stock units received by the named executive officer pursuant to awards granted effective March 5, 2017. The restricted stock units granted will vest on March 5, 2020 or earlier if the named executive officer's employment terminates as a result of death or disability or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2020, the restricted stock units will remain outstanding and vest on March 5, 2020 (or earlier in the event of his death or disability or a change in control). If the employment of Mr. Hockema or Mr. Barneson terminates before March 5, 2020 as a result of his retirement, a prorated portion of such restricted stock units, determined based on the actual days of his employment during the restriction period, will remain outstanding and vest on March 5, 2020 (or earlier in the event of his death or disability or a change in control). The named executive officer will receive dividend equivalent payments equal to cash dividends and distributions that such named executive officer would receive if the number of shares of common stock underlying such restricted stock units were issued and outstanding and held of record by such named executive officer on the applicable record date for such dividend or distribution.

(5)

Reflects the number of restricted stock units received by Mr. Harvey on July 15, 2017. The restricted stock units granted will vest on July 15, 2022 or earlier if the named executive officer's employment terminates as a result of death or disability or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before July 15, 2022, the restricted stock units will remain outstanding and vest on July 15, 2022 (or earlier in the event of his death or disability or a change in control). Mr. Harvey will receive dividend equivalent payments equal to cash dividends and distributions that he would receive if the number of shares of common stock underlying such restricted stock units were issued and outstanding and held of record by him on the applicable record date for such dividend or distribution.

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•	base salary earned through the date of such termination;

•	except in the case of a termination by us for cause, earned but unpaid incentive awards;

•	accrued but unpaid vacation;

•	benefits under our employment benefit plans to the extent vested and not forfeited on the date of such termination; and

•	benefit continuation and conversion rights to the extent provided under our employment benefit plans.

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•	the employee received severance compensation or welfare benefit continuation pursuant to a Change in Control Agreement (described below) or any other agreement;

•	the employee's employment is terminated other than by us without cause; or

•	the employee declined to sign, or subsequently revokes, a designated form of release.

•	the participant's employment is terminated other than by us without cause or by the participant for good reason; or

•	the participant declines to sign, or subsequently revokes, a designated form of release.

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•	three times (for Mr. Barneson) or two times (for Messrs Harvey, Rinkenberger, and Donnan) the sum of his base pay and most recent short-term incentive target;

•	a prorated portion of his short-term incentive target for the year of termination; and

•	a prorated portion of his long-term incentive target in effect for the year of his termination, provided that such target was achieved.

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•	for our employees who were employed with us on or before January 1, 2004, we contribute in a range from 2% to 10% of the total of the employee's base salary and short-term incentive award, based upon the sum of the employee's age and years of continuous service as of January 1, 2004; and

•	for our employees who were first employed with us after January 1, 2004, we contribute 2% of the total of the employee's base salary and short-term incentive award.

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•	if our matching contributions to a participant under the Savings Plan are limited in any year, we will make an annual contribution to that participant's account under the Restoration Plan equal to the difference between:

•	the matching contributions that we could have made to that participant's account under the Savings Plan if the Code did not impose any limitations; and

•	the maximum contribution we could in fact make to that participant's account under the Savings Plan in light of the limitations imposed by the Code; and

•	annual fixed-rate contributions to the participant's account under the Restoration Plan are made in an amount equal to between 2% and 10% of the participant's excess compensation, as defined in Section 401(a)(17) of the Code.

(1)	Reflects the aggregate market value determined based on a per share price of $106.85, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on December 29, 2017.

(2)	Reflects the number of shares of restricted stock received by the named executive officer pursuant to awards granted effective March 5, 2015. The restrictions on all such shares lapsed on March 5, 2018.

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(3)

Reflects the number of restricted stock units received by the named executive officer pursuant to awards granted effective March 5, 2016. All such restricted stock units will lapse on March 5, 2019 or earlier if the named executive officer’s employment terminates as a result of death or disability, the named executive officer’s employment is terminated by us without cause, the named executive officer’s employment is voluntarily terminated by him for good reason or in the event of a change in control. If, prior to March 5, 2019, the employment of Mr. Hockema or Mr. Barneson terminates as a result of his retirement, a prorated portion of such restricted stock units, determined based on the actual days of the named executive officer's employment during the restriction period, will vest on March 5, 2019.

(5)

Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2015. Such target number is approximately one-half of the performance shares received by the named executive officer pursuant to awards granted effective March 5, 2015. The number of performance shares earned based on the level of performance achieved during the three-year performance period vested on March 5, 2018. The compensation committee certified the performance level achieved during the three-year performance period on March 5, 2018 and, based on the certified performance level, 170% of the target performance shares (85% of the total performance shares) received by the named executive officers were earned.

(6)

Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2016. Such target number is approximately one-half of the performance shares received by the named executive officer pursuant to awards granted effective March 5, 2016. The number of performance shares, if any, earned based on the level of performance achieved during the three-year performance period will vest on the later to occur of March 15, 2019 and the date on which the compensation committee certifies the performance level achieved during the three-year performance period, which shall be no later than March 15, 2019. If, prior to December 31, 2018, the named executive officer’s employment terminates as a result of death or disability, the target number of performance shares will vest. If, prior to the vesting date, the named executive officer’s employment is terminated by us without cause or is voluntarily terminated by him for good reason, the performance shares granted to him will remain outstanding and the number of performance shares, if any, earned on the vesting date will be determined based on the performance level achieved during the performance period. If, prior to December 31, 2018, a change in control occurs, the performance shares granted to him will vest immediately and the number of performance shares, if any, earned upon the change of control date will be determined based on the performance level achieved during the performance period through the change in control date. If, prior to the vesting date, the employment of Mr. Hockema or Mr. Barneson terminates as a result of his retirement, the performance shares granted to him will remain outstanding and the number of performance shares, if any, that will vest on the vesting date will be determined based on the performance level achieved during the applicable performance period and prorated based on the actual days of the named executive officer's employment during the performance period.

(7)

Reflects the target number of performance shares received by the named executive officer pursuant to awards granted effective March 5, 2017. Such target number is approximately one-half of the performance shares received by the named executive officer pursuant to awards granted effective March 5, 2017. See Note 2 to the table set forth under "- Grants of Plan-Based Awards in 2017" above for more information on the performance shares granted to the named executive officers effective March 5, 2017.

(8)

Reflects the number of shares of restricted stock received by Mr. Harvey pursuant to an award granted effective June 4, 2014. The restrictions on all such shares will lapse on June 4, 2019 or earlier if Mr. Harvey’s employment terminates as a result of death or disability, the named executive officer’s employment is terminated by us without cause, the named executive officer’s employment is voluntarily terminated by him for good reason or in the event of a change in control.

(9)

Reflects the number of restricted stock units received by Mr. Harvey pursuant to an award granted effective July 15, 2017. All such restricted stock units will vest on July 15, 2022 or earlier if Mr. Harvey’s employment terminates as a result of death or disability or in the event of a change in control. If the named executive officer’s employment is terminated by us without cause or the named executive officer’s employment is terminated by him for good reason, in either case before March 5, 2020, the restricted stock units will remain outstanding and vest on March 5, 2020 (or earlier in the event of his death or disability or a change in control).

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(1)

Reflects the aggregate market value of (i) restricted shares that vested on March 5, 2017, determined based on a per share price of $79.69, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on the vesting date of such shares of restricted stock, and (ii) shares of common stock that were received upon the vesting on March 5, 2017 of 126% of the target number of performance shares (63% of the total number of performance shares) granted to our named executive officers in 2014 based on actual results over the three-year performance period, determined based on a per share price of $79.69, the closing price per share of our common stock as reported on the Nasdaq Global Select Market on the vesting date of such performance shares.

(1)	Determined (a) assuming mortality according to the RP-2014 White Collar Healthy Annuitant mortality table, adjusted for 2006 and then projected with Scale MP-2016 and (b) applying a discount rate of 3.60% per annum.

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(1)	In each case, 100% of such amount is included in the amounts for 2017 reflected in the "All Other Compensation" column of the Summary Compensation Table above.

(2)	Amounts included in this column reflect the change in market value of the investments made under the Restoration Plan and do not include amounts reflected in the "Registrant Contributions in Last FY" column of this table.

(3)	Amounts included in this column do not include above-market or preferential earnings (of which there were none) and, accordingly, such amount is not included in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table above.

•	voluntary termination by the named executive officer prior to age 65, except for Messrs. Hockema and Barneson, who turned age 65 during 2011 and 2016, respectively;

•	termination by us for cause;

•	termination by us without cause or by the named executive officer with good reason;

•	termination by us without cause or by the named executive officer with good reason following a change in control;

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•	termination at retirement at or after age 65 for Messrs. Hockema and Barneson, but not for Messrs. Harvey, Rinkenberger or Donnan because none of such named executive officers had reached age 65 as of December 29, 2017;

•	termination as a result of disability; or

•	termination as a result of death.

•	the value of healthcare benefits (medical and dental) at December 29, 2017 determined:

◦	assuming family coverage in a consumer-driven health plan and a premium dental plan throughout the named executive officer's applicable benefit continuation period,

◦	based on current COBRA coverage rates for 2018, and

◦	assuming a 10% increase in the cost of medical and dental coverage for 2019 as compared to 2018;

•	in the case of termination by us without cause or by the named executive officer with good reason and termination by us without cause or by the named executive officer with good reason following a change in control, the present value of disability benefits at December 29, 2017 determined:

◦	based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period,

◦	assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs,

◦	assuming mortality according to the RP-2014 Mortality Table for Disabled Retirees, adjusted to 2006, and projected therefrom with MP-2015 Generational Mortality Improvement Projection, and

◦	applying a discount rate of 3.60% per annum;

•	in the case of termination as a result of disability, the actuarial present value of disability benefits at December 29, 2017 determined:

◦	assuming full disability at December 29, 2017,

◦	assuming mortality according to the RP-2014 Mortality Table for Disabled Retirees, adjusted to 2006, and projected therefrom with MP-2016 Generational Mortality Improvement Projection, and

◦	applying a discount rate of 3.60% per annum;

•	in the case of termination by us without cause or by the named executive officer with good reason and termination by us without cause or by the named executive officer with good reason following a change in control, the present value of life insurance benefits at December 29, 2017 determined:

◦	assuming coverage throughout the applicable benefit continuation period at the named executive officer's current election of coverage,

◦	based on our current costs of providing such benefits and assuming such costs do not increase during the applicable benefit continuation period,

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◦	assuming we pay such costs throughout the applicable benefit continuation period in the same manner as we currently pay such costs,

◦	assuming mortality according to the RP-2014 White Collar Healthy Annuitant Mortality Table with MP-2016 Generational Mortality Improvement Projection, and

◦	applying a discount rate of 3.60% per annum; and

•	in the case of termination as a result of death, the life insurance benefit payable assuming the named executive officer’s death occurred on December 29, 2017 other than while traveling on company-related business.

•	the total number of restricted shares granted to the named executive officer effective March 5, 2015 and, in the case of Mr. Harvey, June 4, 2014,

•	the total number of restricted stock units granted to the named executive officer effective March 5, 2016,  March 5, 2017 and, in the case of Mr. Harvey, July 15, 2017,

•	the actual number of shares of common stock received by the named executive officer granted to him effective March 5, 2015 based on the performance level achieved during the applicable performance period as determined by our compensation committee in early 2018, and

•	the target number of shares that could be received by the named executive officer in respect of the performance shares granted to him effective March 5, 2016 and March 5, 2017.

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•	the total number of shares restricted shares granted to the named executive officer effective March 5, 2015 and, in the case of Mr. Harvey, June 4, 2014,

•	the total number of restricted stock units granted to him effective March 5, 2016,  March 5, 2017 and, in the case of Mr. Harvey, July 15, 2017,

•	the actual number of shares of common stock received by the named executive officer granted to him effective March 5, 2015 based on the performance level achieved during the applicable performance period as determined by our compensation committee in early 2018, and

•	the number of shares that would have been received by the named executive officer in respect of the performance shares granted to him effective March 5, 2016 and March 5, 2017 based on the performance level achieved during the applicable performance period through the date of the change in control.

•	the total number of shares restricted shares granted to the named executive officer effective March 5, 2015 and, in the case of Mr. Harvey, June 4, 2014,

•	the total number of restricted stock units granted to him effective March 5, 2016,  March 5, 2017 and, in the case of Mr. Harvey, July 15, 2017, and

•	the target number of shares that could be received by the named executive officer in respect of the performance shares granted to him effective March 5, 2015, March 5, 2016 and March 5, 2017.

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•	the total number of restricted shares granted to the named executive officer effective March 5, 2015, prorated based on the actual days of his employment during the restriction period,

•	the total number of restricted stock units granted to him effective March 5, 2016 and March 5, 2017, in each case prorated based on the actual days of his employment during the applicable restriction period,

•	the actual number of shares of common stock received by the named executive officer granted to him effective March 5, 2015 based on the performance level achieved during the applicable performance period as determined by our compensation committee in early 2018, prorated based on the actual days of his employment during the performance period, and

•	the target number of shares that could be received by the named executive officer in respect of the performance shares granted to him effective March 5, 2016 and March 5, 2017, in each case prorated based on the actual days of his employment during the applicable performance period.

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(1)

Under our 2017 STI Plan, Mr. Hockema's target award for 2017 was $630,000, but his award could have ranged from a threshold of $315,000 to a maximum of $1,890,000, or could have been zero if the threshold performance was not achieved. Mr. Hockema's award under our 2017 STI Plan was determined in March 2018 to be $951,300. Under Mr. Hockema's employment agreement, if his employment had been terminated during 2017 but prior to December 31, 2017, Mr. Hockema's award for 2017 under our 2017 STI Plan would have been determined based on actual performance and prorated for the actual number of days of Mr. Hockema's employment in 2017, provided that Mr. Hockema would have received no award for 2017 under our 2017 STI Plan if his employment had been terminated by us for cause. Under Mr. Hockema’s employment agreement, if his employment had been terminated on December 31, 2016, the last day of our 2016 fiscal year, Mr. Hockema would have been entitled to full payment of his award under the 2016 STI Plan unless his employment had been terminated by us for cause.

(2)

Under Mr. Hockema's employment agreement, (a) if Mr. Hockema's employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must make a lump-sum payment to Mr. Hockema in an amount equal to 3.37 times his base salary for the fiscal year in which such termination occurs, and (b) if Mr. Hockema's employment is terminated by us without cause or is voluntarily terminated by him for good reason within two years following a change in control, we must make a lump-sum payment to Mr. Hockema in an amount equal to 5.05 times his base salary for the fiscal year in which such termination occurs.

(3)	Under Mr. Hockema's employment agreement, if Mr. Hockema's employment is terminated by us without cause or is voluntarily terminated by him for good reason, we must continue his medical and dental benefits for two years, or, if such termination occurs within two years following a change in control, three years, commencing on the date of such termination.

(4)	Mr. Hockema did not participate in our disability plan at December 29, 2017.

(5)

We do not have an obligation to make excise payments to Mr. Hockema. Mr. Hockema's employment agreement instead provides that, if any payments to him would be subject to a federal excise tax by reason of being considered contingent on a change in control, then such payments will be reduced to the minimum extent necessary so that no portion of such payments, as so reduced, is subject to such tax, except that such a reduction will be made only if and to the extent such reduction would result in an increase in the aggregate payment on an after-tax basis. It is estimated that, if Mr. Hockema's employment had been terminated on December 29, 2017 by us without cause or by him for good reason following a change in control on such date, no payment owing to Mr. Hockema would have been subject to a federal excise tax by reason of being considered contingent on a change in control and, accordingly, such payments would not have been reduced.

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(1)

Under our 2017 STI Plan, Mr. Harvey's target award for 2017 was $435,000, but his award could have ranged from a threshold of $217,500 to a maximum of $1,305,000, or could have been zero if the threshold performance was not achieved. Mr. Harvey's award under our 2017 STI Plan was determined in March 2018 to be $656,850. Under the 2017 STI Plan, the award is conditioned on employment on the date of payment unless the employment had been terminated as a result of death, disability or retirement at or after age 65. If Mr. Harvey's employment had terminated on December 29, 2017, he would not have been entitled to any payment under the 2017 STI Plan unless his employment was terminated as a result of death, disability or retirement at or after age 65, in which case his award would have been determined based on actual performance and prorated for the actual number of days of his employment in 2017. Under Mr. Harvey's Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination had occurred during 2017 other than on December 31, 2017, Mr. Harvey's target award for 2017 under our 2017 STI Plan would have been prorated for the actual number of days of Mr. Harvey's employment in 2017 and Mr. Harvey would have been entitled to payment of such amount.

(2)

Under our Salaried Severance Plan, if Mr. Harvey's employment is terminated by us without cause, Mr. Harvey is entitled to (a) a lump-sum payment equal to his weekly base salary multiplied by 26 weeks, his continuation period, determined based on his number of years of full employment as of December 29, 2017, and (b) continuation of his medical and dental, disability, and life insurance benefits following the termination of employment for a period not to exceed the shorter of his continuation period and the period commencing on the termination of employment and ending on the date he is no longer eligible for coverage under COBRA.

(3)

Under Mr. Harvey's Change in Control Agreement, if Mr. Harvey's employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Harvey is entitled to (a) a lump-sum payment equal to two times the sum of his base salary and most recent short-term incentive target, (b) continuation of his medical and dental, disability, and life insurance benefits for two years commencing on the date of such termination, and (c) continuation of his perquisites for two years commencing on the date of such termination.

(4)	This table reflects the estimated cost to us of continuing Mr. Harvey's perquisites for such two-year period. Such amount has been estimated by multiplying the cost of Mr. Harvey's vehicle allowance and club membership dues for 2017 by two.

(5)	Under Mr. Harvey's Change in Control Agreement, in general, if any payments to Mr. Harvey would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Harvey an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr.

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(1)

Under our 2017 STI Plan, Mr. Rinkenberger's target award for 2017 was $300,000, but his award could have ranged from a threshold of $150,000 to a maximum of $900,000, or could have been zero if the threshold performance was not achieved. Mr. Rinkenberger's award under our 2017 STI Plan was determined in March 2018 to be $453,000. Under the 2017 STI Plan, the award is conditioned on employment on the date of payment unless the employment had been terminated as a result of death, disability or retirement at or after age 65. If Mr. Rinkenberger's employment had terminated on December 29, 2017, he would not have been entitled to any payment under the 2017 STI Plan unless his employment was terminated as a result of death, disability or retirement at or after age 65, in which case his award would have been determined based on actual performance and prorated for the actual number of days of his employment in 2017. Under Mr. Rinkenberger's Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination had occurred during 2017 other than on December 31, 2017, Mr. Rinkenberger's target award for 2017 under our 2017 STI Plan would have been prorated for the actual number of days of Mr. Rinkenberger's employment in 2017 and Mr. Rinkenberger would have been entitled to payment of such amount.

(2)

Under our Salaried Severance Plan, if Mr. Rinkenberger's employment is terminated by us without cause, Mr. Rinkenberger is entitled to (a) a lump-sum payment equal to his weekly base salary multiplied by 24 weeks, his continuation period, determined based on his number of years of full employment as of December 29, 2017, and (b) continuation of his medical and dental, disability and life insurance benefits following the termination of employment for a period not to exceed the shorter of his continuation period and the period commencing on the termination of employment and ending on the date he is no longer eligible for coverage under COBRA.

(3)

Under Mr. Rinkenberger's Change in Control Agreement, if Mr. Rinkenberger's employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Rinkenberger is entitled to (a) a lump-sum payment equal to two times the sum of his base salary and most recent short-term incentive target, (b) continuation of his medical and dental, disability, and life insurance benefits for two years commencing on the date of such termination, and (c) continuation of his perquisites for two years commencing on the date of such termination.

(4)	Mr. Rinkenberger did not participated in our disability plan at December 29, 2017.

(5)	This table reflects the estimated cost to us of continuing Mr. Rinkenberger's perquisites for the required two-year period. Such amount has been estimated by multiplying the cost of Mr. Rinkenberger's vehicle allowance for 2017 by two.

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(6)

Under Mr. Rinkenberger's Change in Control Agreement, in general, if any payments to Mr. Rinkenberger would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Rinkenberger an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Rinkenberger retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. However, if no such federal excise tax or similar state or local tax would apply if the aggregate payments were reduced by 5%, then the aggregate payments to Mr. Rinkenberger will be reduced by the amount necessary to avoid application of such federal excise tax or similar state or local tax. This table reflects an estimate of any such additional amount that we would have been obligated to pay Mr. Rinkenberger, or any such reduction to the aggregate payments to Mr. Rinkenberger that would have occurred, if his employment had been terminated on December 29, 2017 by us without cause or by him for good reason following a change in control on such date.

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(1)

Under our 2017 STI Plan, Mr. Donnan's target award for 2017 was $285,000, but his award could have ranged from a threshold of $142,500 to a maximum of $855,000, or could have been zero if the threshold performance was not achieved. Mr. Donnan's award under our 2017 STI Plan was determined in March 2018 to be $430,350. Under the 2017 STI Plan, the award is conditioned on employment on the date of payment unless the employment had been terminated as a result of death, disability or retirement at or after age 65. If Mr. Donnan's employment had terminated on December 29, 2017, he would not have been entitled to any payment under the 2017 STI Plan unless his employment was terminated as a result of death, disability or retirement at or after age 65, in which case his award would have been determined based on actual performance and prorated for the actual number of days of his employment in 2017. Under Mr. Donnan's Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination had occurred during 2017 other than on December 31, 2017, Mr. Donnan's target award for 2017 under our 2017 STI Plan would have been prorated for the actual number of days of Mr. Donnan's employment in 2017 and Mr. Donnan would have been entitled to payment of such amount.

(2)

Under our Salaried Severance Plan, if Mr. Donnan's employment is terminated by us without cause, Mr. Donnan is entitled to (a) a lump-sum payment equal to his weekly base salary multiplied by 20 weeks, his continuation period, determined based on his number of years of full employment as of December 29, 2017, and (b) continuation of his medical and dental, disability and life insurance benefits following the termination of employment for a period not to exceed the shorter of his continuation period and the period commencing on the termination of employment and ending on the date he is no longer eligible for coverage under COBRA.

(3)

Under Mr. Donnan's Change in Control Agreement, if Mr. Donnan's employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Donnan is entitled to (a) a lump-sum payment equal to two times the sum of his base salary and most recent short-term incentive target, (b) continuation of his medical and dental, disability, and life insurance benefits for two years commencing on the date of such termination, and (c) continuation of his perquisites for two years commencing on the date of such termination.

(4)	This table reflects the estimated cost to us of continuing Mr. Donnan's perquisites for the required two-year period. Such amount has been estimated by multiplying the cost of Mr. Donnan's vehicle allowance and club membership dues for 2017 by two.

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(5)

Under Mr. Donnan's Change in Control Agreement, in general, if any payments to Mr. Donnan would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Donnan an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Donnan retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. However, if no such federal excise tax or similar state or local tax would apply if the aggregate payments were reduced by 5%, then the aggregate payments to Mr. Donnan will be reduced by the amount necessary to avoid application of such federal excise tax or similar state or local tax. This table reflects an estimate of any such additional amount that we would have been obligated to pay Mr. Donnan, or any such reduction to the aggregate payments to Mr. Donnan that would have occurred, if his employment had been terminated on December 29, 2017 by us without cause or by him for good reason following a change in control on such date.

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(1)

Under our 2017 STI Plan, Mr. Barneson's target award for 2017 was $170,000, but his award could have ranged from a threshold of $85,000 to a maximum of $510,000, or could have been zero if the threshold performance was not achieved. Mr. Barneson's award under our 2017 STI Plan was determined in March 2018 to be $256,700. Under the 2017 STI Plan, the award is conditioned on employment on the date of payment unless the employment had been terminated as a result of death, disability or retirement at or after age 65. If Mr. Barneson's employment had terminated on December 29, 2017, he would not have been entitled to any payment under the 2017 STI Plan unless his employment was terminated as a result of death, disability or retirement at or after age 65, in which case his award would have been determined based on actual performance and prorated for the actual number of days of his employment in 2017. Under Mr. Barneson's Change in Control Agreement, if his employment had been terminated by us without cause or by him for good reason within the period commencing 90 days prior to a change in control and ending two years following a change in control and such termination had occurred during 2017 other than on December 31, 2017, Mr. Barneson's target award for 2017 under our 2017 STI Plan would have been prorated for the actual number of days of Mr. Barneson's employment in 2017 and Mr. Barneson would have been entitled to payment of such amount.

(2)

Under our Salaried Severance Plan, if Mr. Barneson's employment is terminated by us without cause, Mr. Barneson is entitled to (a) a lump-sum payment equal to his weekly base salary multiplied by 26 weeks (the maximum under the Salaried Severance Plan), his continuation period, determined based on his number of years of full employment as of December 29, 2017, and (b) continuation of his medical and dental, disability and life insurance benefits following the termination of employment for a period not to exceed the shorter of his continuation period and the period commencing on the termination of employment and ending on the date he is no longer eligible for coverage under COBRA.

(3)

Under Mr. Barneson's Change in Control Agreement, if Mr. Barneson's employment is terminated by us without cause or is voluntarily terminated by him for good reason within the period beginning 90 days prior to a change in control and ending two years following a change in control, Mr. Barneson is entitled to (a) a lump-sum payment equal to three times the sum of his base salary and most recent short-term incentive target, (b) continuation of his medical and dental, disability and life insurance benefits for three years commencing on the date of such termination, and (c) continuation of his perquisites for two years commencing on the date of such termination.

(4)	Mr. Barneson did not participate in our disability plan at December 29, 2017.

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(5)	This table reflects the estimated cost to us of continuing Mr. Barneson's perquisites for the required thee-year period. Such amount has been estimated by multiplying the cost of Mr. Barneson's vehicle allowance for 2017 by three.

(6)

Under Mr. Barneson's Change in Control Agreement, in general, if any payments to Mr. Barneson would be subject to federal excise tax or any similar state or local tax by reason of being considered contingent on a change in control, we must pay to Mr. Barneson an additional amount such that, after satisfaction of all tax obligations imposed on such payments, Mr. Barneson retains an amount equal to the federal excise tax or similar state or local tax imposed on such payments. However, if no such federal excise tax or similar state or local tax would apply if the aggregate payments were reduced by 5%, then the aggregate payments to Mr. Barneson will be reduced by the amount necessary to avoid application of such federal excise tax or similar state or local tax. This table reflects an estimate of any such additional amount that we would have been obligated to pay Mr. Barneson, or any such reduction to the aggregate payments to Mr. Barneson that would have occurred, if his employment had been terminated on December 29, 2017 by us without cause or by him for good reason following a change in control on such date.

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(1)

Reflects (a) annual retainer of $55,000, (b) any additional annual retainer for serving as Lead Independent Director or chair of a committee of the board of directors, and (c) fees for attendance of board or board committee meetings. Each non-employee director had the right to elect to receive shares of our common stock in lieu of any or all of his or her annual cash retainer, including retainers for serving as Lead Independent Director or a committee chair. In 2017: Mr. Hassey elected to receive 656 shares of common stock in lieu of $54,953 of his annual retainer; Ms. Martin elected to receive 328 shares of common stock in lieu of $27,477 of her annual retainer; Dr. Osborne elected to receive 925 shares of common stock in lieu of $77,487 of his annual retainer; and Mr. Wilcox elected to receive 373 shares of common stock in lieu of $31,246 of his annual retainer. In each case, the number of shares received was determined based on a per share price of $83.77, the average of the closing prices per share of our common stock as reported on the Nasdaq Global Select Market for the 20 trading days prior to the award date of the annual retainers.

(2)

Reflects the aggregate grant date fair value of restricted stock awards to non-employee directors determined in accordance with ASC Topic 718, without regard to potential forfeiture. On June 14, 2017, in accordance with our director compensation policy described below, each non-employee director received a grant of restricted stock having a value of $110,000; the average of the closing prices per share of our common stock as reported on the Nasdaq Global Select Market for the 20 trading days prior to the award date was $83.77, resulting in the issuance of 1,313 shares of restricted stock to each non-employee director. For additional information regarding the assumptions made in the valuation of restricted stock awards with respect to our 2017 fiscal year, see Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. As of December 31, 2017, each non-employee director held 1,313 shares of restricted stock. The restrictions on 100% of the shares of restricted stock granted to non-employee directors will lapse on June 14, 2018 or earlier if the director's services to our company terminate as a result of death or disability, or in the event of a change in control. The non-employee director will receive all dividends and other distributions paid with respect to the shares of restricted stock he or she holds, but if any of such dividends or distributions are paid in shares of our capital stock, such shares will be subject to the same restrictions on transferability as are the shares of restricted stock with respect to which they were paid.

(3)	Reflects dividends received on restricted stock.

•	an annual retainer of $55,000 per year;

•	an annual grant of restricted stock having a value equal to $110,000;

•	a fee of $1,500 per day for each meeting of our board of directors attended in person and $750 per day for each such meeting attended by phone; and

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•	a fee of $1,500 per meeting for each in-person board committee meeting attended ($2,000 per meeting for each such audit committee meeting) and $750 per meeting for each telephonic board committee meeting attended ($1,000 per meeting for each such audit committee meeting).

(1)

Includes awards made under the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the "2006 Plan") and the 2016 Plan. Our 2006 Plan initially became effective on July 6, 2006. Thereafter, our board of directors amended and restated the 2006 Plan effective as of February 6, 2008, again effective as of June 2, 2009 and again effective as of March 1, 2010; these amendments were not material and did not affect the number of shares available for issuance under the 2006 Plan. Subsequently, the 2006 Plan was amended and restated by our board of directors and approved by our stockholders effective as of June 8, 2010; in this instance, the amendments increased the number of shares available for issuance under the 2006 Plan. Following June 8, 2010, our board of directors amended and restated the 2006 Plan effective as of February 8, 2012 and again effective as of April 10, 2013; these amendments were not material and did not affect the number of shares available for issuance under the 2006 Plan. With respect to new awards, the 2006 Plan was succeeded in its entirety by the 2016 Plan on May 26, 2017, the date the 2016 Plan was approved by our stockholders and became effective. Copies of the 2006 Plan and 2016 Plan are attached as Exhibit 10.7 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 24, 2013 and as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2016, respectively.

(2)	Reflects restricted stock units covering 137,618 shares of our common stock and performance shares covering 459,669 shares of our common stock, in each case outstanding as of December 31, 2017, and does not include 79,335 shares of restricted stock that remained subject to forfeiture as of December 31, 2017 because such shares are already outstanding.

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(3)

Subject to certain adjustments that may be required from time to time to prevent dilution or enlargement of the rights of participants, a maximum of 1,045,000 shares of our common stock, less any common shares subject to awards granted under the 2006 Plan between December 31, 2015 and May 26, 2016, plus any common shares that become available under the 2016 Plan as a result of forfeiture, cancellation, expiration or cash settlement of awards under the 2006 Plan after December 31, 2015, may be issued under the 2016 Plan, taking into account all shares issued under the 2016 Plan.

•	each named executive officer;

•	each of our current directors;

•	all our current directors and executive officers as a group; and

•	each person or entity known to us to beneficially own 5% or more of our common stock as determined in accordance with Rule 13d-3 under the Exchange Act.

(1)	Includes 52,613 shares of our common stock held by the Hockema Family Trust.

(3)	Includes shares of restricted stock that remained subject to forfeiture as of March 31, 2018, as follows: Bartholomew (1,313 shares); Foster (1,313 shares); Hassey (1,313 shares); Hopp (1,313 shares); Martin (1,313 shares); Osborne (1,313 shares); Quinn (1,313 shares); Van Leeuwen (1,313 shares); Wilcox (1,313 shares).

(4)	Includes 3,500 shares of our common stock held by a Keough plan of which Dr. Osborne is the beneficiary and 500 shares held by the Rahnasto/Osborne Revocable Trust U/A DTD 11/07/1999 of which Dr. Osborne is a co-beneficiary and a co-trustee.

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(5)	Shares beneficially owned by BlackRock, Inc. are as reported on Amendment No. 9 to Schedule 13G filed by BlackRock, Inc. on January 19, 2018. BlackRock, Inc. has sole voting power with respect to 2,116,667 shares and sole dispositive power with respect to 2,159,759 shares. The principal address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(6)

Shares beneficially owned by Vanguard Group, Inc. are as reported on Amendment No. 6 to Schedule 13G filed by Vanguard Group, Inc. on February 9, 2018. Vanguard Group, Inc. has sole voting power with respect to 19,993 shares and shared voting power with respect to 2,319 shares. Vanguard Group, Inc. has sole dispositive power with respect to 1,673,534 shares and shared dispositive power with respect to 19,392 shares. The principal address of Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(7)

Shares beneficially owned by Dimensional Fund Advisors LP are as reported on Amendment No. 7 to Schedule 13G filed by Dimensional Fund Advisors LP on February 9, 2018. Dimensional Fund Advisors LP has sole voting power with respect to 858,133 shares and sole dispositive power with respect to 893,824 shares. The principal address of Dimensional Fund Advisors LP is Building One, 6300 Bee Caves Road, Austin, Texas, 78746.

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•	external data relating to the audit quality and performance, including recent Public Company Accounting Oversight Board reports on Deloitte & Touche LLP and its member firms;

•	the appropriateness of Deloitte & Touche LLP's fee;

•	Deloitte & Touche LLP's tenure as our independent registered public accounting firm and its familiarity with our operations and businesses, accounting policies and practices and internal control over financial reporting;

•	Deloitte & Touche LLP's capability and expertise in relation to the breadth and complexity of our operations; and

•	Deloitte & Touche LLP's independence.

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(1)	Audit fees consist principally of fees for the audit of our annual financial statements included in our Annual Report on Form 10-K for those years and review of our financial statements included in our Quarterly Reports on Form 10-Q for those years, and for audit services provided in connection with compliance with the requirements of the Sarbanes-Oxley Act.

(2)	Audit-related fees consist principally of fees for statutory audits.

(3)	Tax fees consist principally of fees for tax advisory services related to compliance and payroll and income taxes related to equity grants to French employees and the preparation of tax returns for certain of our subsidiaries.

(4)

All other fees for 2016 consist of the subscription fee to the Deloitte & Touche LLP Research Tool Library, fees relating to the review of agreed-upon procedures relating to certain environmental matters, and fees relating to the review of our financial statements included in our offering memorandum for the 5.875% senior notes due 2024 and our registration statements on Forms S-4 and S-8. All other fees for 2017 consist of the subscription fee to the Deloitte & Touche LLP Research Tool Library and fees relating to the review of agreed-upon procedures relating to certain environmental matters.

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