DEF 14A of Century Aluminum Co, Apr 18, 2024

DEF 14A of Century Aluminum Co

Filed Apr 18, 2024 · FY20230000949157-24-000038

Open on EDGAR

  1. Incorporation by Reference

    | | Page | | Health, Safety and Sustainability | 18 | | 2023 Shareholder Engagement | 19 | | 2023 Non-Employee Director Compensation | 19 | | Non-Employee Director Stock Ownership Guidelines | 21 | | Stockholder Communications with the Board of Directors | 21 | | INDEPENDENT AUDITORS | | | Proposal No. 2 Ratification of the Appointment of Independent Registered Public Accounting Firm | 23 | | Summary of Fees Paid to Independent Auditor | 23 | | Audit Committee Report | 25 | | EXECUTIVE COMPENSATION | | | Proposal No. 3 Advisory Vote to Approve the Compensation of Our Named Executive Officers | 27 | | Compensation Discussion and Analysis | 28 | | Our Philosophy on Executive Compensation and Overview of 2022 NEO Compensation | 29 | | Compensation Program Structure | 30 | | Consideration of “Say-on-Pay” Results | 31 | | Our Process for Executive Compensation | 31 | | The Compensation Committee | 31 | | Compensation Considerations | 32 | | Benchmarking Executive Compensation | 32 | | Role of the Chief Executive Officer | 33 | | Role of Compensation Committee Consultants | 33 | | Components of Executive Compensation | 34 | | Base Salary | 34 | | Annual Incentive Program | 35 | | Long-Term Incentive Plan | 38 | | CEO Transition Payments | 41 | | Retirement Benefits | 41 | | Severance and Change in Control Benefits | 42 | | Employment Agreements | 42 | | Other Compensation Considerations and Policies | 43 | | Stock Ownership Guidelines | 43 | | Company Policy Prohibiting “Short Sales,” Pledging and Hedging of Company Stock | 43 | | Incentive Compensation Recoupment Policy | 43 |

  2. Board Nominees

    Board Nominees The following table provides summary information about each director nominee standing for election at the 2024 Annual Meeting, the Board Committees on which such director currently serves, if any, and the number of other public company boards they serve on.

  3. Board Nominees

    | Name | Age | Director Since | Independent | AC | CC | G&NC | HSSC | Other Public Company Boards | | Andrew Michelmore (Chairman) | 71 | 2018 | Yes | | | ● | | — | | Jarl Berntzen | 57 | 2006 | Yes | | ● | | | — | | Jennifer Bush | 50 | 2021 | Yes | | | | ● | Cummins India, Ltd. | | Jesse Gary | 44 | 2021 | No | — | — | — | | — | | Errol Glasser | 70 | 2014 | Yes | ● | | | | Regency Affiliates, Inc. | | Wilhelm van Jaarsveld | 39 | 2017 | No | — | — | — | — | — | | Tamla Olivier | 51 | 2023 | Yes | | | | | — |

  4. Board Nominees

    AC Audit Committee CC Compensation Committee G&NC Governance & Nominating Committee HSSC Health, Safety & Sustainability Committee ● Committee Chair Committee Member

  5. Board Nominees

    | 2 | Century Aluminum | 2024 Proxy Statement |

  6. Board Nominees

    | Table of Contents | Proxy Summary |

  7. 2023 Executive Compensation Summary

    2023 Executive Compensation Summary Our compensation program is designed to (i) attract, retain and motivate talented executives, (ii) incentivize and reward our executives for achieving the Company’s short- and long-term performance goals and (iii) align management’s interests with with those of our stockholders by focusing on long-term value creation throughout the economic cycle, with a significant portion of executive compensation variable and at-risk. For more detail regarding our executive compensation program, including definitions for various of the defined terms used below, please see the “Executive Compensation” section of this Proxy Statement. We believe the following aspects of our executive compensation program demonstrate our pay-for-performance philosophy and our commitment to good governance: •Setting target total compensation at competitive levels compared to our peers while using annual and long-term incentive compensation to reward and motivate exceptional performance; •Allocating a significant portion of each named executive officer's (“NEO”) compensation to “at risk” compensation, the ultimate payouts or value of which are substantially dependent on the successful achievement of predetermined performance goals or linked to the value of our stock price (81% of 2023 target compensation was “at risk” for our CEO and on average 64% for our other NEOs); •Linking payouts under a large portion of our long-term incentive awards to the Company’s TSR relative to our Industry Peer Group (60% of the 2023 target value of long-term incentive awards for our CEO and 50% on average for our other NEOs); and •Linking payouts under our annual incentive awards to the achievement of pre-established financial, safety and operational performance targets (70% weighting) and individual performance criteria for each NEO (30% weighting). We believe 2023 compensation outcomes for our NEOs were aligned with the Company's overall performance as evidenced by: •Our 2023 Annual Incentive Plan (AIP) payout at 101% of target under the financial, operational and safety metrics of the plan reflecting strong operational performance and management execution. •The vesting of our 2021-2023 performance share units (“PSUs”) at 21.3% of target, reflecting below target relative TSR performance due, in part, to a challenging macro-economic climate and periods of significant uncertainty for the global markets in which the Company operates. •The payment of a one-time special cash bonus in recognition of the material positive impact on the Company, and its industry, of the Section 45X tax credits in the Inflation Reduction Act of 2022. This cash bonus reflects the Committee's assessment of the superior effort of the Management team in connection with the Company's advocacy for and engagement on this critically important matter. The chart below illustrates the proportion of our CEO’s total target compensation that is variable and at risk, demonstrating the Committee’s commitment to performance-based and at-risk compensation, in line with our pay-for-performance philosophy.

  8. 2023 Executive Compensation Summary

    | Salary | AIP | | TVSUs | PSUs | | 19% | 20% | | 24% | 37% | | | 81% | Approximately 81% of our CEO’s 2023 targeted total compensation was variable and/or at-risk compensation, including 60% of long-term incentives in the form of PSUs. | | |

  9. 2024 Director Nominees

    2024 Director Nominees

  10. 2024 Director Nominees

    | | Jarl Berntzen | | | Age: 57 | Director Since: 2006 | Independent | | | Background: Mr. Berntzen has served as the Chief Corporate Development Officer of Adeia Inc. (NASDAQ: ADEA) since September 2023. He was previously a Managing Director in the Investment Banking Division of Oppenheimer & Co. as Head of Technology M&A from July 2020 to September 2023; the Managing Director and Head of Technology & Business Services with G2 Capital Advisors, LLC from September 2019 to June 2020; Managing Director at Vaquero Capital LLC from June 2018 to April 2019; Senior Director, Cinema Strategic Initiatives at Dolby Laboratories, Inc. from October 2016 to October 2017. Qualifications: Mr. Berntzen has extensive experience in mergers and acquisitions (“M&A”), financial restructurings and corporate development activities, having served in senior M&A advisory positions at several international investment banks and advisory firms, including more than 10 years with Goldman, Sachs & Co. Mr. Berntzen’s financial acumen and expertise, investment banking experience and international M&A experience provides insight to the Board when considering Century’s growth and development objectives. In addition, as a native of Norway, Mr. Berntzen provides international perspective and diversity to the Board. The Board has determined that Mr. Berntzen is an “audit committee financial expert” within the meaning of applicable SEC rules. | | Committees: Audit (Vice Chair) Compensation (Chair) Governance & Nominating Health, Safety & Sustainability | |

  11. 2024 Director Nominees

    | | Jennifer Bush | | | Age: 50 | Director Since: 2021 | Independent | | | Background: Ms. Bush has been with Cummins Inc. (NYSE: CMI) since 1997 and has served as the President, Cummins Power Systems Business, Vice President, Cummins, Inc. since August 2022. Ms. Bush previously served as Vice President, Cummins Sales and Service, North America from 2017 through 2022 and as President, Mid-South LLC and Cummins Southern Plains LLC from 2014 through 2017. Ms. Bush has served as Chair of the Board of Directors of Cummins India, Ltd. (NSE: CUMMINSIND.NS) since November 2023 and a Director since November 2022. Qualifications: Ms. Bush brings 25 years of experience of global P&L, commercial and operational leadership in industrial businesses to the Board along with a strong commitment to health, safety, and sustainability. Ms. Bush’s strategic and operational acumen are an asset to Century as well as her strength as a leader who has embedded sustainability into her business strategy. Ms. Bush brings to the Board a wealth of global business insight and deep expertise in the areas of manufacturing, operational excellence, health and safety and sustainability. | | Committees: Audit Compensation Governance & Nominating Health, Safety & Sustainability (Chair) | |

  12. 2024 Director Nominees

    | Century Aluminum | 2024 Proxy Statement | 7 |

  13. 2024 Director Nominees

    | Proposal No. 1 | Table of Contents |

  14. 2024 Director Nominees

    | | Jesse Gary | | | Age: 44 | Director Since: 2021 | Non-Independent | | | Background: Mr. Gary has served as Century’s President and Chief Executive Officer since July 2021. Prior to becoming President and CEO, Mr. Gary served as Century’s Chief Operating Officer from April 2019 through July 2021 and Executive Vice President and General Counsel from February 2013 through July 2021. Qualifications: Mr. Gary was elected to our Board of Directors in July 2021. Prior to joining Century, Mr. Gary practiced law at Wachtell, Lipton, Rosen & Katz in New York. Mr. Gary brings valuable leadership, risk-management, and strategy-development experience to the Board. Mr. Gary also has extensive knowledge of the aluminum industry and global market conditions and, as the only management representative on our Board, Mr. Gary provides a unique perspective in Board discussions about the business and strategic direction of the Company. The Board benefits from his business insights, operational expertise and knowledge of the Company and the markets it serves. | | Committees: Health, Safety & Sustainability | |

  15. 2024 Director Nominees

    | | Errol Glasser | | | Age: 70 | Director Since: 2014 | Independent | | | Background: Mr. Glasser serves as a Partner and Co-Founder of Triangle Capital LLC since March 2005; Director of Regency Affiliates, Inc. (OTC Pink: RAFI) since 2002; Trustee of the Darrow School from September 2008 to February 2020. Qualifications: Mr. Glasser adds to the Board extensive expertise in corporate development activities by virtue of his having served in the financial sector for over 40 years. The Board also benefits from Mr. Glasser’s substantial financial, accounting and investment knowledge and from his experiences serving on other boards and audit committees and as an advisor to other public and private companies. In addition, as a native of South Africa, Mr. Glasser provides international perspective and diversity to the Board. Mr. Glasser is a Chartered Accountant (SA) and the Board has determined that he is an “audit committee financial expert” within the meaning of applicable SEC rules. | | Committees: Audit (Chair) Compensation Governance & Nominating Health, Safety & Sustainability | |

  16. 2024 Director Nominees

    | 8 | Century Aluminum | 2024 Proxy Statement |

  17. 2024 Director Nominees

    | Table of Contents | Proposal No. 1 |

  18. 2024 Director Nominees

    | | Wilhelm van Jaarsveld | | | Age: 39 | Director Since: 2017 | Non-Independent | | | Background: Mr. van Jaarsveld has been an Asset and Investment Manager of the Aluminum and Alumina Department of Glencore plc since July 2017. Prior to this role, Mr. van Jaarsveld was an Asset Controller/Financial Analyst for Glencore plc from July 2012 to June 2017. Qualifications: Mr. van Jaarsveld was appointed to the Board in December 2017 pursuant to the terms of the Standstill and Governance Agreement, dated July 7, 2008, between Century and Glencore plc which entitles Glencore plc to designate a nominee, reasonably acceptable to Century, to the Board. Mr. van Jaarsveld adds valuable expertise to our Board by virtue of his experience as Asset and Investment Manager of the Aluminum and Alumina Department at Glencore plc. In addition, as a Swiss resident and South African native, Mr. van Jaarsveld provides international diversity and perspective to the Board. | | Committees: None | |

  19. 2024 Director Nominees

    | | Andrew Michelmore | | | Age: 71 | Director Since: 2018 | Independent | | | Background: Mr. Michelmore served as the Executive Director and Chief Executive Officer of MMG Limited from December 2010 to February 2017; Chairman of the International Council on Mining and Metals from April 2016 to June 2017; Chairman of the Minerals Council of Australia since January 2023 and previously from June 2013 to June 2016; Chairman of the Council of Ormond College at the University of Melbourne from 2003 to 2020; Chairman of the Jean Hailes Foundation since 1996. Qualifications: Mr. Michelmore rejoined the Board in September 2018 after previously serving on the Board from June 2010 through September 2015. Mr. Michelmore adds valuable metals and mining expertise to the Board by virtue of his experience as Chief Executive Officer of MMG Limited and previous experience as Chief Executive Officer of Zinifex, OZ Minerals, EN+ Group and WMC Resources. Mr. Michelmore also adds valuable engineering and international business experience to the Board by virtue of his positions as a Fellow of the Institution of Chemical Engineers and the Australian Academy of Technological Sciences and Engineering and a member of the Business Council of Australia. In addition, as an Australian citizen and having led and operated diversified metals and mining companies in several different countries, Mr. Michelmore provides international diversity and perspective to the Board. The Board has determined that Mr. Michelmore is an “audit committee financial expert” within the meaning of applicable SEC rules. | | Board Chair Committees: Audit Compensation Governance & Nominating (Chair) Health, Safety & Sustainability | |

  20. 2024 Director Nominees

    | Century Aluminum | 2024 Proxy Statement | 9 |

  21. 2024 Director Nominees

    | Proposal No. 1 | Table of Contents |

  22. 2024 Director Nominees

    | | Tamla A. Olivier | | | Age: 51 | Director Since: 2023 | Independent | | | Background: Ms. Olivier has served as the Senior Vice President and Chief Operating Officer of Pepco Holdings, Inc., a wholly owned subsidiary of Exelon Corporation (NASDAQ: EXC), since November 2021. Prior to this role, Ms. Olivier was the Senior Vice President and Chief Customer Officer of Baltimore Gas & Electric Company (“BGE”) from January 2020 to November 2021; and Senior Vice President of Constellation and President and CEO of BGE Home and Constellation Home from October 2016 to January 2020. Prior to joining Constellation, Ms. Olivier held a series of leadership roles of increasing responsibility with T. Rowe Price, United Defense and Wells Fargo. Qualifications: Ms. Olivier offers extensive experience as a seasoned executive in the utilities sector including direct, operational oversight of a substantial P&L business unit, as well as significant functional expertise in the areas of human resources, sustainability, safety and change management. Ms. Olivier brings to the Board a deep understanding of the U.S. power production industry as well as substantial executive leadership and operational acumen in capital intensive businesses. | | Committees: Audit Compensation Governance & Nominating Health, Safety & Sustainability | |

  23. 2024 Director Nominees

    | 10 | Century Aluminum | 2024 Proxy Statement |

  24. 2024 Director Nominees

    | Table of Contents | Proposal No. 1 |

  25. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation Our non-employee director compensation program is designed to attract and retain talented director candidates. The Board and the Compensation Committee, with the assistance of the Compensation Committee’s independent compensation consultant, annually review the pay levels and structure of our directors’ compensation. Directors who are full-time salaried employees of Century are not compensated for their service on the Board. The Board believes that (i) compensation for independent directors should be a mix of cash and equity-based compensation and (ii) compensation for non-employee, non-independent, Board members should only be in cash in order to avoid indirectly increasing the beneficial ownership of any stockholder at whose direction a member of our Board serves. Any retainers due to the directors are paid on a quarterly basis together with any meeting fees incurred during the prior quarter. All directors are also reimbursed for their travel and other expenses incurred in attending Board and Board committee meetings. For 2023, Mr. van Jaarsveld waived his right to receive compensation of any kind, including his right to receive expense reimbursement.

  26. 2023 Non-Employee Director Compensation

    | Century Aluminum | 2024 Proxy Statement | 19 |

  27. 2023 Non-Employee Director Compensation

    | Corporate Governance | Table of Contents |

  28. 2023 Non-Employee Director Compensation

    The table below sets forth the components of compensation for our non-employee directors (other than Mr. van Jaarsveld) in 2023:

  29. 2023 Non-Employee Director Compensation

    | Annual Compensation Element | Amount | | Annual Cash Retainer | $45,000 | | Independent Chairman Annual Cash Retainer | $100,000 | | Audit Committee Chair Annual Cash Retainer | $12,500 | | Other Committee Chair Annual Cash Retainer | $10,000 | | Annual Equity Award(a) | $120,000 | | Board and Committee Meeting Fees(b) | $2,000 |

  30. 2023 Non-Employee Director Compensation

    (a) The annual equity award is granted in the form of time-vested stock units (“TVSUs”) following the annual stockholders’ meeting or in connection with a new director appointment. Each TVSU vests on the earlier of (i) the one-year anniversary of its grant date or (ii) the next succeeding annual stockholder meeting. For any director who reaches the age of 65, his or her outstanding TVSU award will immediately vest pursuant to its terms. The dollar value of the annual equity award is converted into a number of TVSUs based on the thirty-day trailing average closing price of Century common stock. (b) Each member of the Board is compensated $2,000 for each Board and Committee meeting attended, except that each of the Audit Committee Chair and Compensation Committee Chair receives $3,000 for each meeting of the Audit Committee and the Compensation Committee attended, respectively. The following table sets forth the total compensation for each person who served as a non-employee director during the year ended December 31, 2023.

  31. 2023 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash(a) | Stock Awards(b) | Total | | Andrew Michelmore | $227,000 | $126,161 | $353,161 | | Jarl Berntzen | $132,000 | $126,161 | $258,161 | | Jennifer Bush | $127,000 | $126,161 | $253,161 | | Errol Glasser | $137,500 | $126,161 | $263,661 | | Wilhelm van Jaarsveld(c) | $0 | $0 | $0 | | Tamla Olivier(d) | $75,750 | $126,161 | $201,911 |

  32. 2023 Non-Employee Director Compensation

    (a) Represents cash retainers and meeting fees earned by each non-employee director for 2023. (b) These amounts represent the grant date fair value of the TVSUs awarded to each non-employee director computed in accordance with FASB Topic 718, which is calculated by multiplying the number of shares granted by the closing price of Century’s common stock on the date of grant. This calculation differs from how the Company calculates the number of shares in each annual director equity award, which is based on the thirty-day trailing average closing price of the common stock of the Company. The closing price of Century’s common stock on June 5, 2023 (the date of grant for all directors) was $8.51. Mr. Glasser and Ms. Bush elected to defer the settlement of all TVSUs awarded to them in 2023 until their service on the Board has terminated. (c) Mr. van Jaarsveld waived his right to receive all compensation in connection with his service on the Board. (d) Reflects compensation earned commencing with Ms. Olivier’s election to the Board effective June 5, 2023.

  33. 2023 Non-Employee Director Compensation

    | 20 | Century Aluminum | 2024 Proxy Statement |

  34. 2023 Non-Employee Director Compensation

    | Table of Contents | Corporate Governance |

  35. 2023 Non-Employee Director Compensation

    The following table sets forth as of December 31, 2023, the number of outstanding stock awards held by each non-employee director who served on our Board during 2023:

  36. 2023 Non-Employee Director Compensation

    | Name | Number of Stock Awards Outstanding as of 12/31/2023(a) | Number of Deferred Stock Awards(b) | | Andrew Michelmore | — | — | | Jarl Berntzen | 14,825 | 107,786 | | Jennifer Bush | 14,825 | 9,358 | | Errol Glasser | — | 100,354 | | Wilhelm van Jaarsveld | — | — | | Tamla Olivier | 14,825 | — |

  37. 2023 Non-Employee Director Compensation

    (a) Represents unvested TVSUs as of December 31, 2023. All TVSUs granted to Messrs. Michelmore and Glasser immediately vest upon grant due to each of them having reached the age of 65. (b) Represents vested TVSUs the settlement of which has been deferred until termination from service as a Director of the Company.

  38. Our Philosophy on Executive Compensation and Overview of 2023 NEO Compensation

    Our Philosophy on Executive Compensation and Overview of 2023 NEO Compensation The Committee believes the executive compensation program at Century should be structured to align the interests of executives and stockholders. The program should seek to reward value creation at all stages of our business cycle and provide an increasing percentage of performance-based compensation at higher levels of executive responsibility. Compensation should also be market competitive and internally equitable. Each year the Committee evaluates the Company’s executive compensation program to ensure that it is aligned with our strategic priorities and effectively motivates and incentivizes our executives, while also ensuring that risk is appropriately overseen and mitigated. The Committee believes that aligning executive compensation with Company performance and strategy supports our stockholders’ interests for long-term value creation. We believe the following aspects of our 2023 executive compensation program demonstrate our pay-for-performance philosophy and our commitment to good governance: •Setting target total compensation at competitive levels compared to our peers (and typically setting them at below median levels for those executives new to their roles), while using incentive compensation to reward and motivate exceptional performance; •Allocating a significant portion of compensation for our NEOs to “at risk” compensation, the ultimate payouts or value of which are substantially dependent on the successful achievement of predetermined performance goals and/or linked to the value of our stock price (81% of 2023 target compensation was “at risk” for our CEO and on average 64% for our other NEOs); •Linking payouts under a large portion of our long-term incentive awards to the Company’s TSR relative to our TSR Comparator Group (60% of the 2023 target value of long-term incentive awards for our CEO and 50% of the 2023 target value of long-term incentive awards for our other NEOs); and •Linking payouts under our annual incentive awards to the achievement of pre-established financial, operational and safety performance targets (70% weighting) and individual performance targets for each named executive officer (30% weighting). We believe 2023 compensation outcomes for our NEOs were aligned with the Company's overall performance as evidenced by: •Our 2023 Annual Incentive Plan (AIP) payout at 101% of target under the financial, operational and safety metrics of the plan reflecting strong operational performance and management execution. •The vesting of our 2021-2023 performance share units (“PSUs”) at 21.3% of target, reflecting below target relative TSR performance due, in part, to a challenging macro-economic climate and periods of significant uncertainty for the global markets in which the Company operates. •The Payment of a one-time cash bonus in recognition of the material positive impact on the Company, and its industry, of the Section 45X tax credits in the Inflation Reduction Act of 2022. This cash bonus reflects the Committee's assessment of the superior effort of the Management team, over a multi-year period, in connection with the Company's advocacy for and engagement on this critically important matter.

  39. Compensation Program Structure

    | We are committed to developing and implementing an executive compensation program that seeks to directly align the interests of our NEOs with the long-term interests of our stockholders. To that end, the objectives of the Company’s executive compensation program are to attract, retain and motivate talented executive officers who will improve the company’s performance and provide long-term strategic leadership. The majority of targeted total compensation for our NEOs is equity-based, vests over multiple years and is tied directly to long-term value creation for shareholders. NEO compensation is comprised of three primary components: | Base Salary Competitive pay to attract and retain talented executives | | | Annual Incentive Plan (AIP) An opportunity to earn an annual cash award based on achievement of pre-established financial, operational and safety metrics, and other strategic business objectives | | | Long-Term Incentive Plan (LTIP) A mix of performance-based stock units (PSUs) and time-vested stock units (TVSUs) to align management’s interests with long-term stockholder interests |

  40. Compensation Program Structure

    | Salary | AIP | | TVSUs | PSUs | | 19% | 20% | | 24% | 37% | | | 81% | Approximately 81% of our CEO’s 2023 targeted total compensation was variable and/or at-risk compensation, including 60% of long-term incentives in the form of PSUs. | | | | * Target Value includes annualized 2023 salary of $885,000; target annual incentive of $973,500 and target LTI grant of $2,920,500 for a total Target Value of $4,779,000. Target Value excludes the Special Cash Bonus of $600,000 and the 2023 installment of the 2021 CEO promotion award as further described herein. | | | | |

  41. Compensation Program Structure

    | Salary | AIP | | LTI | | 36% | 23% | | 41% | | | 64% | On average, approximately 64% of our NEO’s (other than the CEO) target total compensation is variable and at-risk | |

  42. The Compensation Committee

    The Compensation Committee The Committee is responsible for the executive compensation program design and decision-making process for NEO compensation. The Committee regularly reviews the Company’s executive compensation practices, including the methodologies for setting NEO total compensation, the goals of the program and the underlying compensation philosophy. In consultation with its independent executive compensation consultant, the Committee, regularly: •Reviews market data to evaluate and assess the competitiveness of the Company’s compensation policies compared to the Company’s industry peers and broader market practice; •Reviews the benchmarking peer group and makes proposals for change, when necessary; •Reviews the Company’s non-employee director compensation program; •Reviews performance against the Company’s plans and budgets and considers the degree of achievement of pre-established performance goals; •Reviews the individual performance of each NEO; •Evaluates the Company’s compensation policies to assess compensation-related risk; •Considers the results of the advisory “Say-on-Pay” vote of the Company’s stockholders as well as other feedback received throughout the year; and •Exercises its judgment as to what is in the best interests of the Company and its stockholders.

  43. The Compensation Committee

    | | | | | | | Stockholder feedback | Recommendations and market data from independent compensation consultant | Committee assessment of business climate and industry factors | Assessment of NEO performance and achievement of Company goals | Clearly articulated compensation philosophy, with strong pay-for-performance alignment |

  44. Benchmarking Executive Compensation

    Benchmarking Executive Compensation The Committee, together with its independent executive compensation consultant, periodically reviews relevant competitive market data to assess our compensation levels and practices. For purposes of informing 2023 compensation targets, the Committee reviewed the compensation levels of a peer group of metals and other industrial companies that are comparable in size to the Company in terms of revenue, market capitalization, EBITDA and number of employees. The Committee chose these parameters, and ultimately the companies noted below, to evaluate pay in a context that considers businesses with similar exposure to economic forces and business cycles and with whom the Company may compete for executive talent. The Committee supplemented this data with compensation survey data covering general industrial companies with similar revenues to provide additional perspective on competitive pay levels. Elements of compensation that are benchmarked, separately and in the aggregate, include base salary, annual incentive opportunities and long-term incentive grant values. Generally, the Committee targets total compensation (base salary, target annual incentive and long-term incentive) at or near the midpoint of the compensation ranges for comparable positions at the companies comprising the peer group, while being mindful of individual differences such as experience, level of responsibility and performance, as well as the practical implications of pay, on occasion, being the product of an arms-length negotiation at the time an executive is hired or promoted. For purposes of determining 2023 compensation, the Committee, in consultation with its independent executive compensation consultant, made no changes to the compensation peer group. The following companies comprised the Company’s peer group for purposes of determining 2023 target compensation for the Company's NEOs:

  45. Benchmarking Executive Compensation

    | •ATI, Inc. | •Koppers Holdings Inc. | •Radius Recycling, Inc. | | •Carpenter Technology Corp | •Materion Corporation | •SunCoke Energy, Inc. | | •Eagle Materials Inc. | •Metallus Inc. | •Valmont Industries, Inc. | | •Gibraltar Industries Inc. | •Minerals Technologies Inc. | •Warrior Met Coal, Inc. | | •Kaiser Aluminum Corp. | •Mueller Industries, Inc. | •Worthington Industries, Inc. |

  46. Benchmarking Executive Compensation

    For 2023, the Committee also assessed the Company’s TSR performance against a group of aluminum industry companies listed below (the “Industry Peer Group”) to give more specific insight into the Company’s performance in the context of its specific business climate. The Industry Peer Group is comprised of publicly-listed companies that, like Century, receive a significant portion of their revenue from the production of primary aluminum. Given the commodity-based nature of Century’s business and exposure to market forces outside of management’s control, the Committee has intentionally selected companies for the Industry Peer Group whose results are similarly affected by the market price of primary aluminum.

  47. Benchmarking Executive Compensation

    | 32 | Century Aluminum | 2024 Proxy Statement |

  48. Benchmarking Executive Compensation

    | Table of Contents | Compensation Discussion and Analysis |

  49. Benchmarking Executive Compensation

    Although the Company’s peer group described above is an appropriate benchmark for executive compensation at other similarly sized companies, the peer group data does not always provide useful comparisons to other companies that might be experiencing similar business conditions. However, while companies included in the Industry Peer Group compete in the same markets and experience similar business conditions as the Company, they are all substantially larger than the Company in both revenue and market capitalization. To that end, and consistent with the Company’s pay-for-performance philosophy, the Committee primarily uses the Industry Peer Group (along with the Compensation Peer Group) to assess relative performance using TSR when awarding long-term incentive awards. However, the Industry Peer Group is not used to benchmark target pay opportunities. In considering the 2023 Industry Peer Group, the Committee placed a priority on identifying companies that (i) compete in the same markets as the Company; (ii) offer similar products and services as the Company; or (iii) serve the same, or similar, industries and end users as the Company. Based on the above criteria, the Committee chose the following companies to comprise the 2023 Industry Peer Group:

  50. Benchmarking Executive Compensation

    | •Alcoa Corporation | •Norsk Hydro ASA | | •Aluminum Corp. of China Limited | •United Co Rusal PLC |

  51. Role of Compensation Committee Consultant

    Role of Compensation Committee Consultant To assist in its review and oversight of the Company’s executive compensation program, the Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent executive compensation consultant and consulted with FW Cook regularly throughout the year. A representative of FW Cook attended meetings of the Committee and advised the Committee in connection with the design and implementation the Company’s executive compensation program for 2023, including with respect to compensation philosophy, objectives, annual and long-term plan designs, optimal compensation mix and proposed allocations among fixed and variable, and long-term and short-term, compensation. FW Cook also provided market data to inform target pay decisions provided market data to inform target pay decisions, reviewed and recommended the executive compensation benchmarking peer group and recommended how the Committee should position the Company’s compensation in relation to these peers. Interactions between FW Cook and management are generally limited to discussions on behalf of the Committee or as required to fulfill requests at the Committee’s direction. The Committee considers the information presented by FW Cook with respect to compensation matters, but all final decisions regarding the compensation of our NEOs in 2023 were made by the Committee. During 2023, FW Cook did not provide any services to the Company other than the services provided directly to the Committee. Based on these factors, its own evaluation of FW Cook’s independence under applicable SEC and Nasdaq rules, and information provided by FW Cook, the Committee determined that the work performed by FW Cook did not raise any conflicts of interest, and that FW Cook was an independent consultant.

  52. Components of Executive Compensation

    | | Pay Element | Purpose | Performance Metric | | | | Base Salary | Base salary provides a secure fixed level of compensation commensurate with individual level of responsibility | N/A | | | | Annual Incentive Plan (AIP) | Performance-based annual cash award designed to motivate and reward our executives for achieving the Company’s short-term financial and operational objectives | 2023 AIP Metrics: •Financial, Operational and Safety (70%) •Individual Performance (30%) | | | | Time-vested Stock Units (TVSUs) | Time-based equity compensation designed to incentivize long-term value creation, encourage retention and align executives’ interests with our stockholders | Value fluctuates with stock price performance over three-year vesting period | | | | Performance Stock Units (PSUs) | Performance-based equity compensation intended to further incentivize the achievement of long-term strategic, financial and operational goals that drive sustainable value creation | Relative TSR over two- and three-year performance periods versus an Industry Peer Group, modified based on achievement against pre-established, multi-year strategic initiatives | |

  53. Annual Incentive Program (AIP)

    Annual Incentive Program (AIP) The Company’s Annual Incentive Plan (AIP) is designed to provide each NEO with the opportunity to earn an annual cash award for achieving the Company’s short-term financial, operational and individual objectives. The AIP places a significant percentage of each NEO’s annual cash compensation at risk and aligns the interests of executives and stockholders.

  54. 2023 AIP Design and Metrics

    2023 AIP Design and Metrics Each year, the Committee establishes a target annual incentive award for each NEO expressed as a percentage of base salary, subject to the achievement of pre-established corporate and individual goals, as described below. Payouts under the AIP can range from 0% to 200% of the target based on performance relative to pre-established performance metrics. If the threshold level is not achieved for any particular metric, no amount is to be paid for that metric. However, due in part to the nature of the Company’s business, including the substantial impact on the Company’s financial results of fluctuations in the price of aluminum as well as the price of certain critical raw materials over which management exercises no control, the Committee retains discretion to modify or eliminate any incentive awards if the Committee determines such actions are warranted. For 2023, each NEO’s target annual incentive opportunity as a percentage of base salary was as follows:

  55. 2023 AIP Design and Metrics

    | Named Executive Officer | 2023 Target AIP Opportunity | | Mr. Gary | 110% | | Mr. Bialek | 65% | | Mr. Gudlaugsson | 75% | | Mr. DeZee | 60% | | Mr. Aboud | 50% |

  56. 2023 AIP Design and Metrics

    When establishing the 2023 AIP design and metrics, the Committee reviewed the Company’s business plan, historical performance, management recommendations and feedback provided by the independent compensation consultant. In considering the design of the 2023 AIP and in order to better link management’s performance with compensation outcomes, the Committee included measures focused on operational excellence, capital efficiency and cost control, noting that these measures are all within management’s direct ability to influence. The Committee also continued to prioritize and include a safety component in the 2023 AIP design, as in prior years, to reinforce the Company’s culture of safety and employee wellness. The Committee determined that the largest portion of the 2023 AIP design (70%) should focus on Company-wide financial, operational and safety metrics (“FOS Metrics”), with the balance to be determined by a mix of additional objectives and goals designed to gauge and evaluate each NEOs individual performance during 2023 (the “Individual Performance Criteria”). The Individual Performance Criteria (which comprise 30% of the 2023 AIP) were developed to incentivize and reward each NEO’s execution of his specific goals and operational targets that are uniquely attributable to their respective executive functions. The specific Individual Performance Criteria are established at the beginning of each year and tailored specifically to each NEO based on his direct areas of responsibility. As with the FOS Metrics, the Individual Performance Criteria can range from 0% to 200% of target based on each NEO’s performance. At the end of each year, the Committee receives from the CEO an assessment of each NEO’s (other than the CEO) performance with respect to his Individual Performance Criteria, and a final determination of each NEO’s performance (including the CEO) is made by the Committee. We consider the specific Individual Performance Criteria to be confidential, the disclosure of which is not material to an understanding of our 2023 executive compensation and would cause competitive harm to the Company. The Individual Performance Criteria established by the Committee for 2023 included goals and objectives tied to operational performance and other Company initiatives and strategies.

  57. 2023 AIP Design and Metrics

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  58. 2023 AIP Design and Metrics

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  59. 2023 AIP Design and Metrics

    The following table summarizes the FOS Metrics included in the 2023 AIP, the respective weightings for each metric and the Committee’s rationale for including such metric in the 2023 AIP design. In total, the FOS Metrics represent 70% of the 2023 AIP design. In early 2024, the Committee met to review the results of the 2023 FOS Metrics and Individual Performance Criteria, which were then combined to produce a Final 2023 AIP Performance Factor.

  60. 2023 AIP Design and Metrics

    | | Performance Metric (Weighting) | Definition | Rationale | | | CONTROLLABLE COSTS (25%) | Controllable Costs are those elements of the Company’s cost structure which are not directly impacted by commodity prices and thus are within Management’s ability to control and influence. These costs include labor, maintenance, supplies, pot relining, and other similar costs. The level of planned controllable cost included in the Company’s annual business plan is used to set the target level for this metric, with threshold and maximum levels then being set in a commensurate fashion. | The Committee approved the inclusion of Controllable Costs as an AIP performance measure to drive disciplined cost management as a basis to support the Company’s financial goals. | | | SHIPMENT VOLUME (15%) | Total tonnes of aluminum shipped to customers, which may vary from reported results to adjust for immaterial, non-recurring delays due to non-operational factors. | The Committee believes setting appropriate volume targets helps drive revenue, focus management on operational execution and optimize operating leverage. | | | ENERGY EFFICIENCY (3.33%) | A direct measurement of the amount of energy required per tonne of aluminum produced. | Understanding that power is the single largest cost component of aluminum production, the Committee recognizes that optimizing energy efficiency is critical to drive operational and financial results. | | | CURRENT EFFICIENCY (3.33%) | A direct measurement of the ratio of actual achieved aluminum production vs the theoretical potential production capacity of our facilities. | The Committee selected Current Efficiency as an AIP metric since it is the best single indicator of the overall efficiency of the aluminum reduction process. | | | AMPERAGE (3.33%) | A direct measurement of the average electrical current strength at each of our facilities. | Aluminum production volume is directly proportional to amperage. Thus, the Committee selected Amperage as an AIP metric to incentivize greater production volumes. | | | TOTAL CASE INCIDENT RATE (TCIR) (10%) | An OSHA approved metric defined as the number of work-related injuries per 100 full-time workers during the fiscal year. | Safety is the Company’s first and most important priority and TCIR provides a direct measurement of the Company’s safety performance for each compensation year. | | | INCIDENT REVIEW (10%) | Measures the quality and timeliness of management’s actions to review actual or potential safety incidents and mitigate the future occurrence of serious injuries. | Incident Review is integral to improving future safety performance and provides a measure of forward-looking actions implemented by the Company towards achieving its goals. |

  61. 2023 AIP Design and Metrics

    The FOS Metrics, Individual Performance Criteria and their respective weightings, were communicated to the NEOs at the beginning of the performance period. Targets were set for each of the FOS Metrics and Individual Performance Criteria at levels that were designed to be reasonably achievable with strong management performance. Maximum performance levels were designed to be difficult to achieve in light of historical performance and the Company’s business forecast (including, among other things, consideration of market, economic and geopolitical factors) at the time the metrics were approved.

  62. 2023 AIP Design and Metrics

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  63. 2023 AIP Design and Metrics

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  64. 2023 AIP Performance Results

    2023 AIP Performance Results The following table summarizes the Company’s 2023 AIP results with respect to the Company’s FOS Metrics. The results of each performance measure are expressed as a payout factor based on the percentage of the target performance level. For the 2023 AIP, performance greater than threshold but less than target results in a payout factor range of 50% - 99% of the target opportunity, and performance at or greater than target results in a payout range of 100% up to a maximum of 200% of the target opportunity, in each case using straight line interpolation between the points. Below threshold performance for each metric results in a payout of 0% for such metric. In the aggregate, the FOS Metrics of the 2023 AIP were achieved at 101% of target reflecting strong Company performance and outstanding management execution.

  65. 2023 AIP Performance Results

    | | Weighting | | Threshold 50% | Target 100% | Max 200% | Payout | | CONTROLLABLE COSTS ($MM (Better)/Worse than Plan) | 25% | | | | | 58% | | SHIPMENT VOLUME (kMT) | 15% | | | | | 187% | | ENERGY EFFICIENCY (DC/kWh)* | 3.33% | | | | | 157% | | CURRENT EFFICIENCY (%)* | 3.33% | | | | | 0% | | AMPERAGE (Amps)* | 3.33% | | | | | 148% | | TOTAL CASE INCIDENT RATE (TCIR) | 10% | | | | | 0% | | IRB REPORTING (% on-time) | 10% | | | | | 181% |

  66. 2023 AIP Performance Results

    * Due to the competitively sensitive nature of this measure, the threshold, target, maximum and result levels have all been indexed and reported as such.

  67. 2023 AIP Performance Results

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  68. 2023 AIP Performance Results

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  69. 2023 AIP Performance Results

    In early 2024, the Committee met to review each NEO’s Individual Performance Criteria including their specific contributions to the achievement of key strategic projects, and the Company’s overall performance during 2023. The Committee noted Management’s strong execution and focus on the financial and operational results above. In particular, the Committee noted the executive team’s successful completion of several highly strategic initiatives during 2023, including the Company's (i) acquisition of a 55% stake in the Jamalco alumina refinery and bauxite mines, (ii) new three-year power contract for the Mt. Holly smelter, and (iii) new five-year collective bargaining agreement with the United Steelworkers union at Sebree. Additionally, the Committee’s took into consideration each NEO’s strategic leadership ability and contributions to Company culture. Based on these results, the Committee assessed the results of each NEO’s Individual Performance Criteria to be between 100% and 145% of target. The Committee determined that these outcomes were reflective of its pay-for performance philosophy, and in the best interest of the Company and its stockholders. When combined with the FOS Metric portion of the 2023 AIP, a Final 2023 AIP Performance Factor was calculated and the Committee approved the 2023 AIP payouts as indicated in the table below.

  70. 2023 AIP Performance Results

    | Name | Target 2023 AIP Opportunity(a) | Final 2023 AIP Performance Factor(b) | Final 2023 AIP Award | | Mr. Gary | $973,500 | 114.0% | $1,109,790 | | Mr. Bialek | $307,580 | 100.5% | $309,118 | | Mr. Gudlaugsson | $367,125 | 103.5% | $379,974 | | Mr. DeZee | $246,480 | 105.0% | $258,804 | | Mr. Aboud | $171,600 | 109.5% | $187,902 |

  71. 2023 AIP Performance Results

    (a) Calculated by multiplying each NEO’s 2023 annualized base salary by their 2023 AIP Target Opportunity. (b) The Final 2023 AIP Performance Factor is comprised of the following components: (i) 70% FOS Metric performance which was assessed at 101% of target, and (ii) 30% Individual Performance Criteria which was determined to be 145% for Mr. Gary and 114% for the average of the other NEOs.

  72. Long-Term Incentive Plan (LTIP)

    Long-Term Incentive Plan (LTIP) The Company’s Long-Term Incentive Plan (LTIP) is designed to (i) align executive compensation with the interests of the Company’s stockholders by linking compensation to absolute and relative stock price performance and (ii) encourage retention over multi-year performance periods. Awards under our LTIP typically represent the single largest component of our executive compensation program thereby aligning a substantial portion of NEO compensation with long-term value creation for our stockholders.

  73. 2023-2025 LTIP Design

    2023-2025 LTIP Design The 2023-2025 LTIP provides for two types of equity-based awards, each of which will cliff-vest in full (subject to satisfaction of certain performance criteria in the case of PSUs) at the end of a three-year vesting period that ends on December 31, 2025. Time-vested stock units (TVSUs), weighted at 40% of the total LTIP award value for the CEO and 50% for our other NEOs, are time-vesting equity awards that cliff-vest in full three years from the date of grant, provided the NEO continues to be employed by the Company. The Committee believes that awarding a portion of the Company’s LTIP awards in the form of time-vested equity encourages retention and ensures that executives’ interests are aligned with those of the Company’s other stockholders towards long-term value creation. Performance stock units (PSUs), weighted at 60% of the total LTIP award value for the CEO and 50% for our other NEOs, are performance-based awards that are earned based upon the Company’s TSR relative to the average TSR of the Industry Peer Group (discussed above) over an established performance period and which may be adjusted, up or down, by a Strategic Objective Multiplier (as discussed below) at the discretion of the Committee to reflect the Company’s performance against certain long-term strategic objectives. The Committee believes this structure properly aligns management with stockholder interests with respect to long-term relative share price performance and achievement of long-term strategic objectives.

  74. 2023-2025 LTIP Design

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  76. 2023-2025 LTIP Design

    TSR is calculated by the Committee and defined as the change in value of the stock price during the applicable performance period, including any dividends during such period being reinvested. Fifty percent (50%) of the 2023-2025 PSU payout is based on the Company’s relative TSR performance over a two-year period (2023-2024) and the remaining fifty percent (50%) of the payout is based on the Company’s relative TSR performance over the full three-year performance period (2023-2025). Subject to achieving at least a threshold level of relative TSR performance over either performance period, some or all of the PSUs will cliff-vest commensurate with the level of performance attained, provided the NEO continues to be employed by the Company. Finally, the 2023-2025 LTIP design also includes a Strategic Objective Modifier which allows the Committee to adjust the final PSU performance level by up to 20 percentage points at the discretion of the Committee to reflect the Company’s performance against certain long-term strategic objectives set by the Committee at or near the beginning of the performance period. The strategic objectives are designed to focus management on the long-term interests of the Company’s stockholders and include objectives addressing, among other things, securing critical long-term supply and sales arrangements, environmental, social and governance (ESG) matters, expansion into new businesses and markets, and effective execution of long-term capital improvement projects. The strategic objectives are reviewed on an annual basis by the Committee and may be adjusted from time to time at the discretion of the Committee to ensure they continue to reflect the Company’s long-term goals and priorities. We consider the specific strategic objectives included in the 2023-2025 LTIP to be confidential, the disclosure of which is not material to an understanding of our 2023 NEO compensation and would cause competitive harm to the Company. The Committee established the following range of targets and achievement percentages with respect to each performance measurement period of the 2023-2025 PSUs (linear interpolation applies between threshold and target and between target and maximum performance levels):

  77. 2023-2025 LTIP Design

    | Performance Level | Century Relative TSR | Achievement Percentage (% of Target) | | Maximum | 150% of Industry Peer Average | 200% | | Target | 100% of Industry Peer Average | 100% | | Threshold | 50% of Industry Peer Average | 50% | | Below Threshold | <50% of Industry Peer Average | 0% |

  78. 2023-2025 LTIP Design

    Each year, the Committee meets and performs a qualitative review of each NEO’s performance together with a quantitative assessment of peer group and survey market data over the course of one or several meetings. During such review in 2023, the Committee established a target LTIP award for each NEO, expressed as a percentage of base salary, as described in the table below.

  79. 2023-2025 LTIP Design

    | Named Executive Officer | 2023-2025 Target LTIP Opportunity (% of Salary) | | Mr. Gary | 330% | | Mr. Bialek | 130% | | Mr. Gudlaugsson | 135% | | Mr. DeZee | 105% | | Mr. Aboud | 85% |

  80. 2023-2025 LTIP Design

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  81. 2023-2025 LTIP Design

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  82. 2023-2025 LTIP Design

    The table below sets out the 2023-2025 LTIP grants for each NEO at the target performance level. The number of PSUs and TVSUs is determined by the Committee by dividing each NEO’s target LTIP Opportunity (expressed as a dollar value) by the Company’s trailing 20-day average closing stock price as of the grant date. Although this approach results in a different number of PSUs and TVSUs granted than would otherwise be achieved by using the grant date fair value, the Committee believes this methodology is appropriate given the (i) significant historical volatility of the Company’s stock, and (ii) immaterial nature of the discrepancies over time between the two approaches.

  83. 2023-2025 LTIP Design

    | Named Executive Officer | 2023-2025 LTIP Value(a) | Number of PSUs | Number of TVSUs | | Mr. Gary | $2,993,127 | 219,545 | 146,363 | | Mr. Bialek | $630,465 | 38,537 | 38,537 | | Mr. Gudlaugsson | $677,255 | 41,397 | 41,397 | | Mr. DeZee | $442,064 | 27,021 | 27,021 | | Mr. Aboud | $298,979 | 18,275 | 18,275 |

  84. 2023-2025 LTIP Design

    (a) Represents the grant date fair value of PSU and TVSU awards, which are calculated (i) in the case of PSUs, by multiplying the target number of shares awarded by the closing price of the Company’s common stock on the date of grant, and (ii) in the case of TVSUs, by multiplying the number of shares awarded by the closing price of the Company’s common stock on the date of grant (January 1, 2023). The amounts shown reflect the closing price of the Company’s common stock on December 30, 2022 (the last trading day prior to the date of grant) of $8.18.

  85. 2021-2023 LTIP Results

    2021-2023 LTIP Results The 2021-2023 LTIP awards consisted of both TVSUs and PSUs. PSUs awarded under the 2021-2023 LTIP vested based on the Company’s TSR relative to the Industry Peer Group noted above, with fifty percent (50%) of the payout based on the Company’s relative TSR performance over a two-year period (2021-2022) and fifty percent (50%) of the payout based on relative TSR performance over a three-year period (2021-2023). The range of targets and achievement percentages with respect to TSR for the 2021-2023 PSUs was the same as was used for the 2023-2025 PSUs above. For the 2021-2023 performance period, the Company’s TSR performance for the two-year period (2021-2022) was 46.5% of the average TSR of the Industry Peer Group, which resulted in a 0.0% payout; and the Company’s TSR performance for the three-year period (2021-2023) was 71.3% of the average TSR of the Industry Peer Group, which resulted in a 42.6% payout. Furthermore, the Committee elected not to use its discretion to apply the Strategic Objective Modifier to adjust the payout of the 2021-2023 PSUs. As a result, the 2021-2023 PSUs vested at 21.3% of target, and were issued in the amounts set forth below:

  86. 2021-2023 LTIP Results

    | | 2021-2023 PSUs (# of Shares) | | | Name | Target | Earned | | Mr. Gary | 125,565 | 26,745 | | Mr. Bialek | — | — | | Mr. Gudlaugsson | 26,859 | 5,721 | | Mr. DeZee | 19,316 | 4,114 | | Mr. Aboud | 9,633 | 2,052 |

  87. 2021-2023 LTIP Results

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  88. 2021-2023 LTIP Results

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  89. Special Cash Bonus

    Special Cash Bonus In December 2023, the U.S. Treasury Department issued proposed regulations in connection with Section 45X of the Inflation Reduction Act of 2022 ("IRA"), the effect of which was materially positive to Century's financial performance and results of operations. Specifically, the Section 45X tax credits (i) provide a 10% production tax credit in order to incentivize the production of eligible critical minerals including primary aluminum, (ii) apply to substantially all of Century’s primary aluminum production in the United States, and (iii) increased the Company’s 2023 adjusted EBITDA by over $59MM. In recognition of this outcome, and of the superior efforts that Management had put forth in its engagement on this critically important matter, the Committee deemed it appropriate to pay a special cash bonus to Management to recognize and reward its outstanding effort and performance. This cash bonus was paid in March 2024 and is reflected in the Summary Compensation Table under the Bonus column.

  90. CEO Transition Payments

    CEO Transition Payments In May 2021, in connection with his promotion to CEO, Mr. Gary received a one-time promotion award of $8,000,000, 25% of which was to be granted in the form of TVSUs and 75% of which was to be paid in cash. Each of the cash and TVSU portions of the award vest over a three-year period, as illustrated below, subject to Mr. Gary’s continued employment on the applicable vesting date. In providing this one-time award, the Committee sought to establish robust retention incentives given the importance of leadership continuity following the retirement of Century’s prior CEO. As these payments were determined and granted in 2021, the Committee did not consider the vesting or timing of such payments in its assessment of Mr. Gary’s 2023 compensation.

  91. Severance and Change in Control Benefits

    Severance and Change in Control Benefits The Company’s policy is to provide certain severance and change in control protections to the Company’s NEOs based on competitive practice in the industry. We believe that providing the Company’s executives with specified benefits in the event of termination of employment under certain circumstances helps us to retain executives and maintain leadership stability. Furthermore, we believe the change in control protections serve to maximize stockholder value by creating incentives for NEOs to explore strategic transactions and work to bring such transactions to fruition if appropriate. In furtherance of the foregoing, the Company adopted the Amended and Restated Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides severance benefits under certain termination circumstances (such as by the Company without cause or upon the death or disability of the executive) or in connection with a change in control of the Company. Severance benefits following a change in control are only provided on a “double trigger” basis, meaning that payment of the benefit is not awarded unless the executive’s employment is terminated by the Company without cause or by the executive upon certain enumerated changes in his or her employment terms within an agreed period following the change in control. We believe the double trigger vesting structure strikes a balance between the severance protection and retention effects described above, without providing these benefits to executives who continue to enjoy employment with an acquiring company in the event of a change in control transaction. We also believe this structure is more attractive to potential acquiring companies, who may place significant value on retaining members of our executive management and who may perceive this goal to be undermined if executives receive significant acceleration payments in connection with such a transaction and are no longer required to continue employment to earn these payments. Provisions of these arrangements for the Company’s NEOs that relate to severance pay and termination benefits (including upon a change in control), including treatment of LTIP awards upon termination of service with the Company, are described in further detail below in the section entitled “Potential Payments and Benefits Upon Termination or Change-in-Control.”

  92. Employment Agreements

    Employment Agreements The Company does not currently have employment agreements with any of the NEOs, each of whom is an at-will employee of the Company.

  93. Employment Agreements

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  94. Employment Agreements

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  95. Incentive Compensation Recoupment Policy

    Incentive Compensation Recoupment Policy The Company maintains an Incentive Compensation Recoupment Policy pursuant to which executive officers may be required to forfeit or reimburse the Company for certain incentive-based compensation received in the event the Company is required to prepare an accounting restatement due to a material noncompliance with the financial reporting requirements under the securities laws. The Incentive Compensation Recoupment Policy is intended to comply with the requirements of the Nasdaq Stock Market and SEC rules and applies to incentive-based compensation that was received within three years preceding the date of an accounting restatement, subject to certain recovery conditions. In a recovery, the executive officer generally would be required to forfeit or reimburse the Company for amounts that exceed the amount that otherwise would have been received if the applicable incentive compensation had been determined based on the corrected, restated financial results. In addition, under this policy, if the Board or Compensation Committee determines that an employee engaged in any fraud or misconduct that was a significant contributing factor to the Company having to effect an accounting restatement, the Board or the Compensation Committee has the discretion to take such actions to remedy the misconduct, including, to the extent permitted by applicable law, in all appropriate cases, requiring reimbursement of any bonus or incentive compensation, cancelling restricted or deferred stock awards and outstanding stock options, and seeking reimbursement of any gains realized on the exercise of stock options attributable to such awards, if and to the extent that (a) the amount of incentive compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement; and (b) the amount of the bonus or incentive compensation that would have been awarded to the employee had the financial results been properly reported would have been lower than the amount actually awarded.

  96. Timing of Equity Awards

    Timing of Equity Awards Generally, the Committee makes incentive pay decisions for our NEOs at regularly scheduled Committee and Board meetings. Typically, annual incentive awards are approved in the first quarter of each year. The Committee may also make compensation determinations at other times during the year for newly-hired executives or in connection with the promotion of existing employees. The Committee does not time any form of compensation award, including equity-based awards, to coincide with the release of material non-public information.

  97. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation of our NEOs for the years ended December 31, 2023, 2022 and 2021.

  98. Summary Compensation Table

    | Name and Principal Position | Year | Salary(a) | Bonus(b) | Stock Awards(c) | Non-Equity Incentive Plan Compensation(d) | Change in Pension Value and NQ Deferred Comp Earnings(e) | All Other Comp(f) | Total Compensation | Ongoing Annual Compensation(g) | | Jesse Gary President and Chief Executive Officer | 2023 | $876,923 | $2,390,000 | $2,993,127 | $1,109,790 | $295,728 | $351,951 | $8,017,519 | $5,627,519 | | | 2022 | $850,000 | $3,000,000 | $2,818,363 | $1,117,750 | $0 | $407,422 | $8,193,535 | $5,193,535 | | | 2021 | $693,769 | $0 | $4,074,372 | $569,357 | $0 | $102,810 | $5,440,308 | $5,440,308 | | Gerald Bialek Executive Vice President and Chief Financial Officer | 2023 | $469,000 | $0 | $630,465 | $309,118 | $0 | $31,440 | $1,440,023 | $1,440,023 | | | 2022 | $148,750 | $0 | $68,343 | $109,383 | $0 | $65,128 | $391,604 | $391,604 | | Gunnar Gudlaugsson Executive Vice President, Global Operations | 2023 | $481,538 | $120,000 | $677,255 | $379,974 | $0 | $705,981 | $2,364,748 | $2,244,748 | | | 2022 | $442,500 | $0 | $600,201 | $403,838 | $0 | $267,082 | $1,713,621 | $1,713,621 | | | 2021 | $416,975 | $0 | $502,797 | $257,656 | $0 | $364,204 | $1,541,632 | $1,541,632 | | John DeZee Executive Vice President and General Counsel | 2023 | $407,154 | $85,000 | $442,064 | $407,154 | $164,492 | $20,445 | $1,526,309 | $1,441,309 | | | 2022 | $392,692 | $0 | $443,974 | $254,775 | $0 | $19,195 | $1,110,636 | $1,110,636 | | | 2021 | $362,500 | $0 | $341,685 | $183,876 | $49,893 | $33,931 | $971,885 | $971,885 | | Matthew Aboud Senior Vice President Strategy and Business Development | 2023 | $340,154 | $50,000 | $298,979 | $187,902 | $0 | $29,700 | $906,735 | $856,735 | | | 2022 | $327,692 | $0 | $278,191 | $179,850 | $0 | $27,450 | $813,183 | $813,183 |

  99. Summary Compensation Table

    (a) Represents the amounts earned and paid for the applicable calendar year. Annual salary adjustments are generally effective in March. (b) Represents a special bonus paid in connection with 2023 performance as more fully described under “Compensation Discussion and Analysis—Special Cash Bonus.” For Mr. Gary, these amounts include (i) in 2023, a $590,000 Special Bonus plus $1,800,000 which represents the cash portion of Mr. Gary’s CEO promotion award, granted in July 2021, which vested in 2023, and (ii) in 2022, $3,000,000 which represents the cash portion of Mr. Gary’s CEO promotion award, granted in July 2021, which vested in 2022. See “Compensation Discussion and Analysis—CEO Transition Payments.” (c) Represents the grant date fair value of TVSUs and PSUs granted to the NEO in the respective fiscal year, which are calculated (i) in the case of PSUs, by multiplying the number of shares awarded (assuming a Target level of performance) by the closing price of the Company’s common stock on the date of grant, and (ii) in the case of TVSUs, by multiplying the number of shares awarded by the closing price of the Company’s common stock on the date of grant. All 2023 awards were granted as of January 1, 2023, and the amounts shown reflect the closing price of the Company’s common stock on December 30, 2022 (the last trading day prior to the date of grant) of $8.18. Assuming the highest level of performance for the PSUs granted in 2023, calculated by multiplying the closing price of the Company’s common stock on the grant date by the maximum number of shares that could be issued upon vesting of the PSUs granted, the value of such awards would be as follows: Mr. Gary - $3,591,756; Mr. Bialek - $630,465; Mr. Gudlaugsson - $677,255; Mr. DeZee - $442,064; and Mr. Aboud - $298,979. (d) Represents amounts earned under the AIP. (e) Represents the change (increase) in the actuarial present value of accumulated retirement benefits. For Mr. Gary and Mr. DeZee, the actual change in actuarial value reflected an increase for 2023 of $12,600 and $164,492, respectively. The fluctuation in value year-over-year primarily is due to changes in the discount rate.

  100. Summary Compensation Table

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  101. Summary Compensation Table

    | Table of Contents | Compensation Tables |

  102. Summary Compensation Table

    (f) Amounts presented in the “All Other Compensation” column for 2023 include: (i) Company contributions under the Company's Restoration Plan of $311,821 for Mr. Gary; (ii) Company contributions under the Company’s 401(k) plan of $39,600 for Mr. Gary; $29,700 for Mr. Bialek; $16,500 for Mr. DeZee; and $29,700 for Mr. Aboud; and (iii) Company contributions for supplemental life insurance benefits for Mr. Gary, Mr. Bialek, and Mr. DeZee. Mr. Gudlaugsson’s amounts include (A) amounts and payments associated with his Icelandic employment, including private Iceland pension contributions totaling $201,636 and Iceland car allowance of $26,562; (B) certain benefits and cost reimbursements associated with Mr. Gudlaugsson’s relocation to the United States while maintaining his residency in Iceland, including U.S. car allowance and vehicle payments totaling $14,274 and U.S. housing costs of $51,337; and (C) income tax-gross ups associated with U.S.-based compensation in the amount of $412,172. A portion of the dollar value of certain benefits for Mr. Gudlaugsson reported under All Other Compensation, have been converted from Icelandic Krona to U.S. dollars, which for 2022 amounts uses a 2022 average conversion rate of 0.0073. (g) In order to provide a more accurate picture of our NEOs Ongoing Annual Compensation ("OAC"), we have included this column which removes the impact of one-time (special) bonuses and, in the case of Mr. Gary, previously granted cash awards made in connection with his promotion to CEO in 2021, and which have no bearing upon current year OAC. The amounts reported in this column are calculated by subtracting the values reported in the "Bonus" column, from the amounts reported in the "Total" column. The amounts reported in this column differ from, and are not a substitute for, the amounts reported in the Total Compensation column.

  103. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table sets forth information regarding the long-term incentive awards granted to our NEOs in 2023.

  104. Grants of Plan Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (# of Shares) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option Award (d) | | Name | | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Jesse Gary | AIP(a) | | $486,750 | $973,500 | $1,947,000 | | | | | | | | 2023-2025 LTIP(b) | 1/1/2023 | | | | 109,773 | 219,545 | 439,090 | | $1,795,878 | | | 2023-2025 LTIP(c) | 1/1/2023 | | | | | | | 146,363 | $1,197,249 | | Gerald Bialek | AIP(a) | | $153,790 | $307,580 | $615,160 | | | | | | | | 2023-2025 LTIP(b) | 1/1/2023 | | | | 19,269 | 38,537 | 77,074 | | $315,233 | | | 2023-2025 LTIP(c) | 1/1/2023 | | | | | | | 38,537 | $315,233 | | Gunnar Gudlaugsson | AIP(a) | | $183,563 | $367,125 | $734,250 | | | | | | | | 2023-2025 LTIP(b) | 1/1/2023 | | | | 20,699 | 41,397 | 82,794 | | $338,627 | | | 2023-2025 LTIP(c) | 1/1/2023 | | | | | | | 41,397 | $338,627 | | John DeZee | AIP(a) | | $123,240 | $246,480 | $492,960 | | | | | | | | 2023-2025 LTIP(b) | 1/1/2023 | | | | 13,511 | 27,021 | 54,042 | | $221,032 | | | 2023-2025 LTIP(c) | 1/1/2023 | | | | | | | 27,021 | $221,032 | | Matthew Aboud | AIP(a) | | $85,800 | $171,600 | $343,200 | | | | | | | | 2023-2025 LTIP(b) | 1/1/2023 | | | | 9,138 | 18,275 | 36,550 | | $149,490 | | | 2023-2025 LTIP(c) | 1/1/2023 | | | | | | | 18,275 | $149,490 |

  105. Grants of Plan Based Awards

    (a) Represents the threshold, target and maximum potential cash payments under the 2023 AIP. If the minimum performance criteria are not achieved for the threshold level, no cash payments are awarded. Potential payout at target level of performance for each of the NEO for 2023 ranged from 50% of base salary to 110% of base salary. See “Compensation Discussion and Analysis—2023 Compensation Program Details—2023 AIP Design and Metrics.” Actual amounts earned for 2023 are included in the Non-Equity Incentive Payments column of the Summary Compensation Table. (b) Represents the threshold, target and maximum number of shares issuable in respect of PSUs awarded to the NEOs under the 2023-2025 LTIP. If the minimum performance criteria are not achieved for the threshold level, no payments will be awarded. (c) Represents the number of shares issuable in respect of TVSUs awarded to the NEO under the 2023-2025 LTIP. (d) Represents the grant date fair value of PSU and TVSU awards, which are calculated (i) in the case of PSUs, by multiplying the target number of shares awarded by the closing price of the Company’s common stock on the date of grant, and (ii) in the case of TVSUs, by multiplying the number of shares awarded by the closing price of the Company’s common stock on the date of grant. For awards made with a grant date of January 1, 2023, the amounts shown reflect the closing price of the Company’s common stock on December 29, 2022 (the last trading day prior to the date of grant) of $8.18.

  106. Grants of Plan Based Awards

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  107. Grants of Plan Based Awards

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  108. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards for the Company’s NEOs as of December 31, 2023.

  109. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested (a) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (a) | | Jesse Gary | | | | | | 2022-2024 TVSUs | 42,548 | $516,533 | | | | 2023-2025 TVSUs | 146,363 | $1,776,847 | | | | 2022-2024 PSUs(b) | | | 127,643 | $1,549,586 | | 2023-2025 PSUs(c) | | | 219,545 | $2,665,276 | | CEO Promotion Award(d) | 31,507 | $382,495 | | | | Gerald Bialek | | | | | | 2022-2024 TVSUs(e) | 8,575 | $70,144 | | | | 2023-2025 TVSUs | 38,537 | $467,839 | | | | 2023-2025 PSUs(c) | | | 38,537 | $467,839 | | Gunnar Gudlaugsson | | | | | | 2022-2024 TVSUs | 12,069 | $146,518 | | | | 2023-2025 TVSUs | 41,397 | $502,560 | | | | 2022-2024 PSUs(c) | | | 24,175 | $293,485 | | 2023-2025 PSUs(c) | | | 41,397 | $502,560 | | John DeZee | | | | | | 2022-2024 TVSUs | 8,928 | $108,386 | | | | 2023-2025 TVSUs | 27,021 | $328,035 | | | | 2022-2024 PSUs(c) | | | 17,882 | $217,087 | | 2023-2025 PSUs(c) | | | 27,021 | $328,035 | | Matthew Aboud | | | | | | 2022-2024 TVSUs | 5,594 | $67,911 | | | | 2023-2025 TVSUs | 18,275 | $221,859 | | | | 2022-2024 PSUs(c) | | | 11,205 | $136,029 | | 2023-2025 PSUs(c) | | | 18,275 | $221,859 |

  110. Outstanding Equity Awards at Fiscal Year-End

    (a) Based on the closing price of the Company’s common stock of $12.14 on December 29, 2023, the last trading day of 2023. (b) Represents the target number of PSUs granted in 2022, which will vest at the end of the performance period, subject to the achievement of the requisite performance levels. (c) Represents the target number of PSUs granted in 2023, which will vest at the end of the performance period, subject to the achievement of the requisite performance levels. For additional details regarding this grant, see “Compensation Discussion and Analysis—Long-Term Incentive Plan (LTIP)—2023-2025 LTIP Design.” The grant-date fair value of such awards are included in the Stock Awards column of the Summary Compensation Table. (d) Represents the remaining unvested TVSUs granted in connection with a one-time award to Mr. Gary in connection with his promotion to President and Chief Executive Officer effective July 1, 2021, with 31,507 TVSUs vesting on July 1, 2024, subject to Mr. Gary’s continued employment on such date. (e) Represents a pro-rated LTIP award granted to Mr. Bialek upon his hiring on August 22, 2022, and thus reflects a grant date closing price of the Company’s common stock on August 22, 2022, of $7.97.

  111. Outstanding Equity Awards at Fiscal Year-End

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  112. Outstanding Equity Awards at Fiscal Year-End

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  113. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding shares of the Company’s common stock that were issued upon exercise of option awards and vesting of PSUs and TVSUs during 2023 for each of our NEOs.

  114. Option Exercises and Stock Vested

    | | Option Awards(a) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (b) (#) | Value Realized on Vesting(c) ($) | | Jesse Gary | 0 | $0 | 129,856 | $1,414,819 | | Gerald Bialek | 0 | $0 | 0 | $0 | | Gunnar Gudlaugsson | 0 | $0 | 19,131 | $232,250 | | John DeZee | 0 | $0 | 13,757 | $167,010 | | Matthew Aboud | 0 | $0 | 6,861 | $83,293 |

  115. Option Exercises and Stock Vested

    (a) No options were exercised during 2023. (b) Represent shares acquired in connection with the vesting of TVSUs and PSUs awarded under the 2021-2023 LTIP which vested on December 31, 2023, except for Mr. Gary whose total also includes 47,261 TVSUs which vested on July 1, 2023, pursuant to his CEO Promotion Award. (c) Calculated based on the closing price of the Company’s common stock of $12.14 on December 29, 2023 (the final trading day prior to the vesting date), except for Mr. Gary’s CEO Promotion Award which vested on July 1, 2023, and was therefore calculated based on the closing price of the Company’s common stock of $8.72, on June 30, 2023 (the final trading day prior to the vesting date).

  116. Pension Benefits

    Pension Benefits As discussed in the Compensation Discussion and Analysis section under the heading “Retirement Benefits,” we maintain a non-contributory defined benefit pension plan which we refer to as our Qualified Plan for our U.S.-based salaried employees who were employed prior to January 1, 2015 and who meet certain additional eligibility requirements, including at least one full year of service with the Company. Although closed to new participants, the Qualified Plan provides to its participants lifetime annual benefits starting at age 62 equal to 12 multiplied by the greater of: (i) 1.5% of final average monthly compensation multiplied by years of credited service (up to 40 years), or (ii) $32.25 multiplied by years of credited service (up to 40 years), less the total monthly vested benefit payable as a life annuity at age 62 under predecessor plans which we acquired. We determine final average monthly compensation under the Qualified Plan as the highest monthly average for 36 consecutive months in the 120-month period ending on the last day of the calendar month completed at or prior to a termination of service. Participants’ pension rights vest after a five-year period of service, or earlier if the participant has reached the age of 62. An early retirement benefit (actuarially reduced beginning as early as age 55) and a disability benefit are also available. The compensation covered by the plan includes all compensation, subject to certain exclusions, before any reduction for 401(k) contributions, subject to the maximum limits under the Code. The Qualified Plan was amended in the fourth quarter of 2014 to eliminate future accruals for participants who were under age 50 as of January 1, 2015 and to close the plan to new participants. Employees who are not eligible for future accruals under the Qualified Plan receive an additional matching contribution under the Century Aluminum 401(k) Plan equal to 100% of such employee’s contributions up to 6% of eligible compensation and a discretionary non-elective contribution of either 3% or 6% of eligible compensation based on the employee’s hire date. Employees of the Company who were aged 50 or older as of January 1, 2015 continued to be eligible for accruals under the Qualified Plan and are not eligible for the higher matching contribution rate under the Century Aluminum 401(k) Plan. Mr. Gary and Mr. DeZee were each employed by the Company prior to January 1, 2015 and participate in the Qualified Plan, however, only Mr. DeZee is eligible for future accruals under the Qualified Plan. Although Mr. Gudlaugsson was also employed by the Company prior to January 1, 2015, he does not participate in the Qualified Plan as he accrues an Icelandic pension and is not eligible to receive 401(k) employer contributions,

  117. Pension Benefits

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  118. Pension Benefits

    | Compensation Tables | Table of Contents |

  119. Pension Benefits

    | 2023 Pension Benefits | | | | | Name(a) | Plan Name | Number of Years of Credited Service(b) | Present Value of Accumulated Benefit | | Jesse Gary | Qualified Plan | 4.83 | $99,752 | | John DeZee | Qualified Plan | 15.33 | $887,364 |

  120. Pension Benefits

    (a) Both the Qualified Plan and the SERP were closed to new participants as of January 1, 2015 and, as a result, none of the NEOs other than Mr. Gary and Mr. DeZee are eligible for benefits under these plans. (b) Under the Qualified Plan, participants who were under the age of 50 as of January 1, 2015 are not eligible for future accruals. This includes all current participants other than Mr. DeZee.

  121. Deferred Compensation

    | Nonqualified Deferred Compensation | | | | | | | Name | Executive Contributions in Last FY | Company Contributions in Last FY(a) | Aggregate Earnings (Loss) in Last FY | Aggregate Withdrawals/Distributions | Aggregate Balance at December 31, 2023(b) | | Jesse Gary | $0 | $311,821 | $594,949 | $0 | $1,167,122 |

  122. Potential Payments and Benefits upon Termination or Change-in-Control

    Potential Payments and Benefits upon Termination or Change-in-Control

  123. Estimated Payments Upon Termination Due to Death, Disability or Retirement

    Estimated Payments Upon Termination Due to Death, Disability or Retirement In the event of termination due to death, disability or retirement after age 62 and for other reasons as approved by the Committee, a named executive officer would be entitled to a pro-rata portion of his or her earned AIP award for the year of termination. In addition, upon any such termination and except as noted below with respect to Mr. Gary’s TVSUs granted in connection with his appointment as CEO (“Promotion TVSUs”), such executive’s then-outstanding LTIP awards would vest pro-rata based on the number of days of the plan period which have passed prior to termination, or in such greater amount as may be determined by the Committee in its discretion. The named executive officer’s pro-rata portion of his or her PSUs would be paid out after the end of the applicable performance period(s) on determination by the Committee of the extent to which the applicable performance measures have been achieved, except in the case of termination due to death, in which case the pro-rated award would be earned assuming a target level of performance and paid as soon as possible following such termination. In the event of termination due to disability, Mr. Gary’s Promotion TVSUs and the related cash award received in connection his promotion (“Promotion Cash Award”) would continue to vest in accordance with their schedules, and in the event of termination due to death, the Promotion TVSUs and Promotion Cash Award would accelerate vest in full.

  124. Estimated Payments Upon Termination Due to Death, Disability or Retirement

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  125. Estimated Payments Upon Termination Due to Death, Disability or Retirement

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  126. Estimated Payments Upon a Termination in Connection with a Qualifying Acquisition or Change in Control

    Estimated Payments Upon a Termination in Connection with a Qualifying Acquisition or Change in Control Under the terms of our Executive Severance Plan, if one or more of an executive officer’s corporate titles is filled by, or greater than 50% of the executive officer’s responsibilities are assumed by, an employee of an acquired person, then upon termination of employment during an Acquisition Protection Period (defined below) either (1) by the Company other than “for cause” or (2) by the executive for “good reason,” such named executive officer would be entitled to receive termination payments equal to: (i) either 0.5x, 1.0x, or 1.5x (for a Tier 3, Tier 2, or Tier 1 participant, respectively) of the executive’s base salary as of the date of termination; (ii) either 0.5x, 1.0x, or 1.5x (for a Tier 3, Tier 2, or Tier 1 participant, respectively) of the executive’s target annual incentive award for the year of termination (or, if greater, for the immediately preceding year); and (iii) a pro-rata portion of the executive’s target annual incentive award for the year of termination (or, if greater, for the immediately preceding year). The executive would also be entitled to receive a pro-rata portion of his or her outstanding LTIP awards paid at target. The Executive Severance Plan defines an Acquisition Protection Period as the 6 months preceding and the 24 months following the date of any acquisition by the Company of securities representing 50% or more of the combined voting power or the assets or employees of another entity. Upon termination of employment during a Change in Control Protection Period (defined below), such named executive officer would be entitled to receive termination payments equal to: (i) 1.0x, 1.5x, or 2.0x (for a Tier 3, Tier 2, or Tier 1 participant, respectively) the sum of (y) the executive’s base salary as of the date of termination (or, if greater, the executive’s base salary for the year immediately preceding the Change in Control) and (z) the executive’s target annual incentive award for the year of termination (or, if greater, for the year immediately preceding the Change in Control); and (ii) a pro-rata portion of the executive’s target annual incentive award for the year of termination (or, if greater, for the year immediately preceding the Change in Control). Upon termination of employment during a Change in Control Protection Period, the executive would also be entitled to receive all of his or her outstanding LTIP awards paid out at target. The Executive Severance Plan defines a Change in Control Protection Period as the 6 months preceding and the 24 months following the date of any “change in control” of the Company (as defined in the Executive Severance Plan). Mr. Gary became a Tier 1 participant in the Executive Severance Plan effective July 1, 2021. All of the Company’s other NEOs who were executive officers as of December 31, 2023, have been approved by the Committee as Tier 2 participants in the Executive Severance Plan, with the exception of Mr. Aboud who is a Tier 3 Participant in the Executive Severance Plan.

  127. Estimated Payments Upon Termination for Other Reasons

    Estimated Payments Upon Termination for Other Reasons Under the terms of our Executive Severance Plan, upon a termination of employment outside of a Change in Control Protection Period or an Acquisition Protection Period either (1) by the Company other than “for cause” or (2) by the executive for “good reason,” such named executive officer would be entitled to receive termination payments equal to: (i) either .5x, 1x, or 1.5x (for a Tier 3, Tier 2, or Tier 1 participant, respectively) the executive’s base salary as of the date of termination; and (ii) a pro-rata portion of the executive’s annual incentive award for the year of termination; provided that no amounts are payable under the Executive Severance Plan in the event of termination of employment due to death or disability. In the event of termination of employment for any reason other than due to death, disability, retirement or for “cause” or “good reason” outside of an Acquisition Protection Period or a Change in Control Protection Period, all outstanding options and unvested LTIP awards are forfeited.

  128. Estimated Payments Tables

    | Potential Payments and Benefits upon Termination or Change-in-Control | | | | | | | | | | Jesse Gary | | | | | | | | | | | Manner of Departure | | | | | | | | | Compensation Element | Voluntary | By Company without Cause or by Officer with Good Reason | By Company with Cause | Retirement | Disability | Death | Following a Change in Control | Following a Qualifying Acquisition by the Company | | Salary | $0 | $1,327,500 | $0 | $0 | $0 | $0 | $1,770,000 | $1,327,500 | | Bonus(a) | $0 | $973,500 | $0 | $973,500 | $973,500 | $973,500 | $2,920,500 | $2,433,750 | | Qualified Retirement Benefits(b) | $99,752 | $99,752 | $99,752 | $99,752 | $99,752 | $49,876 | $99,752 | $99,752 | | Nonqualified Retirement Benefits(c) | $1,167,122 | $1,167,122 | $0 | $1,167,122 | $1,167,122 | $1,167,122 | $1,167,122 | $1,167,122 | | TVSUs(d) | $0 | $0 | $0 | $936,639 | $936,639 | $936,639 | $2,293,385 | $936,639 | | PSUs(e) | $0 | $0 | $0 | $1,921,484 | $1,921,484 | $1,921,484 | $4,214,865 | $1,921,484 | | Promotion Cash and TVSU Award(f) | $0 | $1,582,495 | $0 | $1,582,495 | $1,582,495 | $1,582,495 | $1,582,495 | $382,495 | | Insurance Continuation | $0 | $41,357 | $0 | $0 | $0 | $0 | $41,357 | $41,357 | | Total | $1,266,874 | $5,191,726 | $99,752 | $6,680,991 | $6,680,991 | $6,631,115 | $14,089,475 | $8,310,098 |

  129. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of Mr. Gary, our CEO, to the annual total compensation of our median employee. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The values for 2023, our last completed fiscal year, are as follows: • annual total compensation for our CEO as reported in the 2023 Summary Compensation Table of $8,017,525; and • annual total compensation for our median employee of $100,154. Accordingly, the ratio of Mr. Gary’s annual total compensation to our median employee’s total compensation for 2023 was 80:1. In 2022 we identified a median employee for purposes of calculating the 2022 Pay Ratio Disclosure and we have continued to use the same median employee for purposes of calculating our 2023 Pay Ratio Disclosure. In determining this median employee, we examined taxable compensation for all individuals who were employed by us on November 1, 2022, excluding Mr. Gary, our CEO on that date. We included all employees of the Company and our consolidated subsidiaries, whether employed on a full-time, part-time, or seasonal basis; whether located in the U.S. or abroad; and without regard to whether the employees are salaried or hourly. We did not make any material assumptions, adjustments, or estimates with respect to taxable compensation or in identifying the median employee, and we did not annualize the compensation for any full-time or permanent part-time employees that were employed by us for all of 2022. We believe the use of annual taxable compensation for all employees is a consistently applied compensation measure. Consistent with the SEC rules, we have elected to use the same median employee in 2023 as was used in 2022. In calculating the 2023 annual total compensation for such employee, we used the same methodology as was used to calculate the total compensation of our CEO as reported in the 2023 Summary Compensation Table in this proxy statement. The SEC rules for identifying the median employee and in calculating the pay ratio allow companies to adopt a variety of methodologies, exclusions and assumptions. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies.

  130. CEO Pay Ratio Disclosure

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  131. CEO Pay Ratio Disclosure

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  132. Pay vs. Performance

    Pay vs. Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosures regarding the relationship between compensation for our principal executive officer (“PEO”) and average compensation for our non-PEO named executive officers (“Non-PEO NEOs”) and certain measures of Company financial performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  133. Pay vs. Performance

    | Year | SCT Total for PEO Jesse Gary(a) | Compensation Actually Paid to PEO Jesse Gary(a,b,c) | SCT Total for PEO Michael Bless(a) | Compensation Actually Paid to PEO Michael Bless(a,b) | Average SCT Total for Non-PEO NEOs(a) | Average Compensation Actually Paid to Non-PEO NEOs(a,b) | Value of Initial Fixed $100 Investment based on: (c) | | GAAP Net Income ($MM) | Relative TSR (% of Avg. TSR Comparators)(d) | | | | | | | | | TSR | Peer Group TSR | | | | 2023 | $8,017,519 | $13,814,257 | N/A | N/A | $1,559,454 | $2,373,632 | $162 | $169 | $(43) | 151.7% | | 2022 | $8,193,535 | $1,563,282 | N/A | N/A | $840,747 | $93,714 | $109 | $226 | $(14) | 64.3% | | 2021 | $5,440,308 | $6,360,209 | $4,217,895 | $4,617,882 | $1,084,929 | $1,099,028 | $220 | $296 | $(167) | 71.9% | | 2020 | N/A | N/A | $5,208,386 | $12,209,538 | $1,538,266 | $2,998,546 | $147 | $115 | $(123) | 129.8% |

  134. Pay vs. Performance

    (a)Jesse Gary was our PEO in 2021, 2022 and 2023, and Michael Bless was our PEO in 2020 and 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  135. Pay vs. Performance

    | 2023 | 2022 | 2021 | 2020 | | Gerald Bialek | Craig Conti | Craig Conti | Craig Conti | | Gunnar Gudlaugsson | Michelle Harrison | Michelle Harrison | Jesse Gary | | John DeZee | Gunnar Gudlaugsson | John Hoerner | Michelle Harrison | | Matthew Aboud | John DeZee | Gunnar Gudlaugsson | John Hoerner | | | Gerald Bialek | John DeZee | | | | Matthew Aboud | | |

  136. Pay vs. Performance

    (b)The amounts shown for Compensation Actually Paid, or “CAP,” have been calculated as required by and in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned, realized, or received by the Company’s NEOs. Compensation Actually Paid reflects total compensation as disclosed in the Summary Compensation Table ("SCT") as adjusted to exclude and include certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.

  137. Pay vs. Performance

    | Year | SCT Total for Jesse Gary | Exclusion of Stock Awards for Jesse Gary | Inclusion of Equity Values for Jesse Gary | Less Change in Pension Value Reported in SCT | Plus Pension Service Cost for Services Rendered During the Year | Compensation Actually Paid to Jesse Gary | | 2023 | $8,017,519 | $(2,993,127) | $9,085,593 | $(295,728) | $0 | $13,814,257 |

  138. Pay vs. Performance

    | Year | Average SCT Total for Non-PEO NEOs | Average Exclusion of Stock Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Less Change in Pension Value Reported in SCT | Plus Pension Service Cost for Services Rendered During the Year | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,559,454 | $(512,191) | $1,354,859 | $(41,123) | $12,633 | $2,373,632 |

  139. Pay vs. Performance

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  140. Pay vs. Performance

    | Table of Contents | Compensation Tables |

  141. Pay vs. Performance

    The amounts in the Exclusion of Stock Awards columns in the table above are the totals from the Stock Awards column set forth in the Summary Compensation Table. The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  142. Pay vs. Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jesse Gary | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jesse Gary | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jesse Gary | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Jesse Gary | Total - Inclusion of Equity Values for Jesse Gary | | 2023 | $7,107,399 | $1,406,818 | $571,375 | $0 | $9,085,593 |

  143. Pay vs. Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | 2023 | $1,140,219 | $150,979 | $50,929 | $0 | $1,354,859 |

  144. Pay vs. Performance

    (c) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Aluminum (Sector) Index (“Dow Jones U.S. Aluminum Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Aluminum Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (d) We determined Relative TSR, which is the Company’s TSR as a percentage of the average TSR of an industry peer group comprised of aluminum companies, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023 because this is the primary performance metric in the PSU program, which is the largest element of pay for the PEO. We may determine a different financial performance measure to be the most important financial performance measure in future years.

  145. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. The chart also provides a comparison of the Company’s TSR and Peer Group TSR.

  146. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to the Non-PEO, and our Net Income during the three most recently completed fiscal years.

  147. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | 58 | Century Aluminum | 2024 Proxy Statement |

  148. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | Table of Contents | Compensation Tables |

  149. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to the Non-PEOs, and Relative TSR over the three most recently completed fiscal years.

  150. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR

    | Century Aluminum | 2024 Proxy Statement | 59 |

  151. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR

    | Table of Contents | Other Important Matters |