DEF 14A of Centrus Energy Corp, Apr 26, 2024

DEF 14A of Centrus Energy Corp

Filed Apr 26, 2024 · FY20230001104659-24-052883

Open on EDGAR

  1. BOARD NOMINEES

    BOARD NOMINEES

  2. BOARD NOMINEES

    | Name | Age | Director Since | Principal Occupation | Independent | EC | AFC | CNGC | TCRC | | Mikel H. Williams | 67 | 2013 | Chief Executive Officer, Targus International LLC | X | X | X | | | | Kirkland H. Donald | 70 | 2021 | Chairman, HII, Inc. | X | | X | X | X | | Tina W. Jonas | 64 | 2020 | Private Investor | X | X | X | X | | | William J. Madia | 76 | 2008 | Vice President emeritus, Stanford University | | X | | | X | | Amir V. Vexler | 51 | 2024 | President and Chief Executive Officer, Centrus | | X | | | | | Bradley J. Sawatzke | 65 | 2021 | Retired Chief Executive Officer, Energy Northwest | X | | | X | X | | Ray A. Rothrock | 69 | Nominee | Professional Venture Investor and Director | X | | | | |

  3. BOARD NOMINEES

    | EC: | Executive Committee | | AFC: | Audit and Finance Committee | | CNGC: | Compensation, Nominating and Governance Committee | | TCRC: | Technology, Competition and Regulatory Committee |

  4. BOARD NOMINEES

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  5. BOARD NOMINEES

    | QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING | 2 | | PROPOSAL 1. ELECTION OF DIRECTORS | 6 | | NOMINEES FOR DIRECTOR | 6 | | OTHER DIRECTOR | 10 | | GOVERNANCE OF THE COMPANY | 11 | | Governance Information | 11 | | Our Governance Guidelines | 11 | | Executive Sessions of Non-Management Directors | 11 | | Communications with the Board of Directors | 11 | | Director Independence | 11 | | Criteria for Board Membership | 11 | | Voting Agreement | 12 | | Director Nominations by Stockholders | 13 | | Board Leadership Structure and Role in Risk Oversight | 13 | | Code of Business Conduct | 14 | | Transactions with Related Persons | 14 | | Stock Ownership Policies | 14 | | Corporate Governance Information | 15 | | Board and Committee Membership | 15 | | Audit and Finance Committee | 16 | | Compensation, Nominating & Governance Committee | 16 | | Compensation, Nominating & Governance Committee Interlocks and Insider Participation | 17 | | Technology, Competition and Regulatory Committee | 17 | | Executive Committee | 18 | | Compensation of Directors | 18 | | Non-Employee Director Compensation Arrangement | 18 | | Non-Employee Director Compensation for Fiscal Year 2023 | 19 | | Our Executive Officers | 20 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 22 | | Security Ownership of Directors, Director Nominees and Executive Officers | 22 | | Security Ownership of Certain Beneficial Owners | 23 | | COMPENSATION DISCUSSION & ANALYSIS | 24 | | Executive Summary | 24 | | Setting Executive Compensation | 28 | | Elements of Executive Compensation | 29 | | Indirect Compensation | 34 | | Stock Ownership Policies | 36 | | Tax and Accounting Treatments of Elements of Compensation | 36 | | Recovery of Incentive Compensation | 36 | | Hedging and Pledging Prohibitions | 37 | | Risk Assessment of the Compensation Programs | 37 |

  6. BOARD NOMINEES

    | COMPENSATION, NOMINATING & GOVERNANCE COMMITTEE REPORT | 38 | | Summary Compensation Table – Fiscal Years 2021 – 2023 | 39 | | CEO Employment Agreement | 42 | | Outstanding Equity Awards at Fiscal Year End December 31, 2023 | 42 | | Potential Payments Upon Termination or Change in Control | 45 | | Payments Made Upon Termination | 45 | | Potential Payments Made Upon a Change in Control | 46 | | Payments upon Termination | 46 | | Equity Compensation Plan Information | 48 | | PROPOSAL 2. ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION | 52 | | PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 53 | | Audit and Non-Audit Fees | 54 | | OTHER MATTERS | 55 | | Delinquent Section 16(a) Reports | | | AUDIT AND FINANCE COMMITTEE REPORT | 55 | | DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER INFORMATION | 56 | | Date for Submission of Stockholder Proposals | 56 | | Other Matters | 56 |

  7. PROPOSAL 1. ELECTION OF DIRECTORS

    PROPOSAL 1. ELECTION OF DIRECTORS The current structure of our Board of Directors (the “Board”) consists eight directors in total with seven directors to be elected by the holders of Centrus Class A common stock and one director elected by the holders of Centrus Class B common stock, as described below under “Other Director — Investor-Designated Director.” For further information, please see the section of this Proxy Statement titled “Criteria for Board Membership.” At the Annual Meeting, with the addition of Mr. Rothrock, seven directors are to be elected to hold office until the 2025 annual meeting or until their successors have been duly elected and qualified or until his or her death, resignation, or removal. The seven nominees for election at the Annual Meeting are listed below, with brief biographies. Other than Mr. Rothrock, who is being nominated to serve as a director for the first time at the 2024 Annual Meeting, each nominee is currently serving as a director of the Company. Mr. Rothrock was recommended to the Compensation, Nominating and Governance Committee as a possible Board nominee by a non-management director. The Board has determined that each nominee except Mr. Amir V. Vexler, our President and Chief Executive Officer (“CEO”) and Dr. William J. Madia, who is providing certain services to the Company as described in “Governance Information — Transactions with Related Persons,” below, satisfies the NYSE American LLC’s (“NYSE American”) definition of an independent director. All nominees have consented to serve if elected, but if any nominee becomes unavailable or unwilling to serve, the persons named as proxies may exercise their discretion to vote for a substitute nominee or the Board may reconstitute the number of directors to serve on our Board. The Board recommends voting FOR approval of the election of these seven nominees as directors.

  8. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR

  9. Incumbent Director Nominees

    Incumbent Director Nominees

  10. Incumbent Director Nominees

    | | Mikel H. Williams | Director since 2013 Age 67 | | | Mr. Williams has served since 2016 as the CEO and a director of Targus International LLC, a leading global supplier of tech accessories and carrying cases for the mobile working lifestyle. Mr. Williams formerly served as the Chief Executive Officer and a director of JPS Industries, Inc., a special composite materials manufacturer, from 2013 until its sale in 2015. Prior to that, Mr. Williams was the President and a director of DDi Corporation, a leading provider of time-critical, technologically advanced electronics manufacturing services, from November 2005 until its sale in May 2012. Mr. Williams has also served in various management positions with several technology related companies in the manufacturing, telecommunications, and professional services industries. Mr. Williams also serves on the board of Summit Interconnect, a privately held provider of high performance, complex printed circuit boards focused on the aerospace and defense market and other highly demanding commercial applications in North America. Mr. Williams formerly served on the board of directors of: B. Riley Financial, Inc until its purchase of Targus in October 2022; Tellabs, Inc. until it was sold in 2013; Lightbridge Communications Corp. until it was sold in February 2015; and Iteris, Inc. from 2011 through 2019. In recommending the election of Mr. Williams, the Board considered the following key competencies: Centrus leadership as current Chairman; CEO and CFO experience; advanced technology and manufacturing experience; and public company experience. Mr. Williams has served as Centrus’ Chairman since September 2014. | |

  11. Incumbent Director Nominees

    | | Kirkland H. Donald | Director since 2021 Age 70 | | | Admiral Donald served as a nuclear trained submarine officer for 37 years, achieving the rank of Admiral. Adm. Donald’s last assignment in the Navy was an eight-year term as the Director, Naval Nuclear Propulsion Program. This is a dual agency program responsible to the United States Departments of Defense and Energy for the safe and effective operation of all nuclear-powered warships and supporting infrastructure and staffing and is recognized worldwide for excellence in reactor safety and reliability. Following retirement in 2013, he was the President and Chief Executive Officer of Systems Planning and Analysis, Inc., until 2015. His public board service includes Entergy Corporation (nuclear utility) — Finance Committee and Chairman of the Nuclear Committee. Supports the Audit Committee on matters pertaining to cybersecurity. Huntington Ingalls Industries, Inc. (naval shipbuilding) Chairman of the Board, Personnel Committee and Cybersecurity Committee. Additionally, Admiral Donald serves on the following private/non-profit boards: • Battelle (technology research and development) — Chairman and Audit Committee. • CyberCore Technologies (supply chain security solutions). He is an Outside Director for Rolls-Royce North America and for Sauer Compressors USA. In recommending the election of Adm. Donald, the Board considered the following key competencies: nuclear and defense experience; energy and utility experience; government and contracting experience; public company experience; and executive and management experience. | |

  12. Incumbent Director Nominees

    | | William J. Madia | Director since 2008 Age 76 | | | Dr. Madia is currently Chairman of the Board of Type 1 Energy Group, a nuclear fusion startup. Dr. Madia is also president of Madia & Associates, Inc., an executive consulting firm. Dr. Madia retired from Stanford in October 2019 and remains Vice President Emeritus there. Dr. Madia retired in 2007 as Executive Vice President of Laboratory Operations of the Battelle Memorial Institute, a non-profit independent research and development organization, where he oversaw the management or co-management of six DOE National Laboratories. During his time at Battelle, he held a variety of positions including President and CEO of UT-Battelle, LLC. and Laboratory Director at both Pacific Northwest and Oak Ridge National Laboratories. He managed Battelle’s global environmental business, served as President of Battelle Technology International, President and Director of Battelle’s Columbus Laboratories, and Corporate Vice President and General Manager of Battelle’s Project Management Division. In recommending the election of Dr. Madia, the Board considered the following key competencies: science and technology experience, including a Ph.D. in nuclear chemistry; nuclear experience; DOE experience, including the management of six DOE laboratories; and executive and management experience. | |

  13. Incumbent Director Nominees

    | | Tina W. Jonas | Director since 2020 Age 64 | | | Ms. Jonas is an executive with a distinguished career in government and in the private sector. Ms. Jonas is currently an independent consultant and serves on several boards in the defense and aerospace sectors. Prior to becoming an independent consultant, Ms. Jonas served as an executive with UnitedHealth Group, as President of UnitedHealthcare, Military and Veterans, and as Senior Vice President, Operations for Optum, from 2012 to 2014. A recognized expert in military and defense issues, she served more than two decades in government including as Undersecretary of Defense (Chief Financial Officer/Comptroller) for the Department of Defense, from 2004 to 2008. Her corporate experience includes serving as a director of operations with United Technologies Corp (NYSE; UTX), Sikorsky Aircraft, from 2008 to 2010. Ms. Jonas has over a decade of board experience with both private and public companies. In addition to Centrus Energy, she currently serves on the board of Virgin Galactic (SPCE), Serco, North America, and Arete. In recommending the election of Ms. Jonas, the Board considered the following key competencies: financial experience, energy experience; government and contracting experience; and nuclear and defense experience. | |

  14. Incumbent Director Nominees

    | | Bradley J. Sawatzke | Director since 2021 Age 65 | | | Mr. Sawatzke was appointed CEO of Energy Northwest in April 2018 and retired in June 2021. He previously served as Chief Operating Officer/Chief Nuclear Officer from December 2014 through March 2018, with responsibility for all Energy Northwest generating units. He joined Energy Northwest as Vice President of Nuclear Generation/Chief Nuclear Officer in December 2010. Mr. Sawatzke also serves on the Association of Washington Business Technical board. Mr. Sawatzke holds a Bachelor of Science in Applied Reactor Physics from Winona State University and is a graduate of the Harvard Advanced Management Training Program. During his career he was previously licensed by the U.S. Nuclear Regulatory Commission as a Reactor and Senior Reactor Operator. In recommending the election of Mr. Sawatzke, the Board considered the following key competencies: nuclear industry experience; energy and utility experience; public company experience; and executive and management experience. | |

  15. Incumbent Director Nominees

    | | Amir V. Vexler | Director since 2024 Age 51 | | | Mr. Vexler joined Centrus on December 4, 2023 as a Special Advisor to the Board. On January 1, 2024, Mr. Vexler assumed the role of President and Chief Executive Officer and became a member of the Company’s board of directors. Mr. Vexler has extensive experience in the nuclear fuel industry and a strong background in manufacturing, engineering services, commercial operations, and business development. Prior to joining Centrus, he served as President and CEO of Orano USA, overseeing Orano’s U.S. sales of nuclear fuel, decommissioning services, used nuclear fuel management, and medical isotopes as well as engineering and technology services for the federal government. Previously, Mr. Vexler spent 20 years at General Electric Company, where he served in a number of leadership positions, including CEO, Chairman of the Board, and Chief Operating Officer of Global Nuclear Fuels (GNF), a joint venture of GE and Hitachi. GNF is a global provider of nuclear fuel and related services. Mr. Vexler earned a BASc in Mechanical Engineering from the University of Toronto and a Master of Business Administration from Wilfrid Laurier University. In recommending the election of Mr. Vexler, the Board considered the following key competencies: current service as Centrus CEO; energy experience; government and contracting experience; and nuclear experience. | |

  16. Non-Incumbent Director Nominee

    Non-Incumbent Director Nominee

  17. Non-Incumbent Director Nominee

    | | Ray A. Rothrock | Age 69 | | | Mr. Rothrock is founder of FiftySix Investments a seed/early stage venture investment firm based in Silicon Valley. From 2014 to 2020, he served as the Chairman and Chief Executive Officer at RedSeal Inc. which provides cyber and business insights via its cyber risk modeling platform and currently serves on its board. Prior to RedSeal, he served as a partner and management committee member at the venture capital firm of Venrock Associates. For 25 years he was early venture investor in cyber security, energy, and other technology startups. Mr. Rothrock serves on the board of directors of several organizations including Check Point Software Technology, Roku Inc., CTERA Networks, Shine Technologies and several non-governmental organizations. Mr. Rothrock is the author of the critically acclaimed book Digital Resilience: Is Your Company Ready for the Next Cyber Threat? (Harper Collins, Apr. 2018) and a frequent speaker and author of several articles on cybersecurity, energy and venture capital. Mr. Rothrock’s education includes a Bachelor of Science degree in Nuclear Engineering from Texas A&M, a Master of Science degree in nuclear engineering from the Massachusetts Institute of Technology and a Master of Business Administration degree from the Harvard Business School. In recommending the election of Mr. Rothrock, the Board considered the following key competencies: CEO and board member experience; nuclear experience including a BS and MS in nuclear engineering; financial and investment experience; cybersecurity experience. | |

  18. OTHER DIRECTOR

    OTHER DIRECTOR

  19. Investor-Designated Director

    Investor-Designated Director As of April 22, 2024, Toshiba America Energy Systems Corporation (“TAES”) (formerly known as Toshiba America Nuclear Energy Corporation) held 718,200 shares of the 719,200 outstanding shares of the Company’s Class B common stock. When sold, Class B common stock automatically converts into an equivalent number of shares of Class A common stock, pursuant to the terms of the Class B common stock. Class B common stock and Class A common stock have the same rights, powers, preferences, and restrictions and rank equally in all matters, except when voting on certain matters. The holders of the Class B common stock have the right to elect one director of the Company (the “Investor-Designated Director”) if they maintain a designated ownership percentage. Class B stockholders could lose their right to elect the Investor-Designated Director under certain circumstances, including reductions in their equity holdings of the Company below certain ownership thresholds. The holders of Class A common stock do not have the right to vote for the Investor-Designated Director. Holders of Class B common stock are generally not entitled to vote on the matters on which the holders of Class A common stock vote. Holders of Class B common stock are generally limited to voting for the Investor-Designated Director and certain other matters pertaining to the rights and obligations of the holders of Class B common stock only. Mr. Tetsuo Iguchi is the Class B common stock Investor-Designated Director. Mr. Iguchi abstains from voting on any matters involving Toshiba and its affiliates. Biographical information, including relevant business and professional experience, for the Investor- Designated Director currently serving on our Board is provided below:

  20. Investor-Designated Director

    | | Tetsuo Iguchi | Director since 2017 Age 57 | | | Mr. Iguchi is Senior Vice President of Government Relations and Corporate Communications, General Manager of the Washington D.C. office of Toshiba America, Inc. Mr. Iguchi previously was assigned to the Overseas Sales and Marketing Department for Nuclear Division and was also one of the Mount Fuji project team members working for Fukushima Daiichi restoration efforts. In July 2012, he was appointed Assistant General Manager of the Corporate Government & External Relations Division. He transferred to Toshiba America Inc. as Vice President for Government and Industry Relations and Deputy General Manager of the Washington, DC office in January 2013 and was Visiting Fellow for the Center for Strategic and International Studies (CSIS). | |

  21. Compensation of Directors

    Compensation of Directors

  22. Non-Employee Director Compensation Arrangement

    Non-Employee Director Compensation Arrangement Annual compensation for non-employee directors typically covers service for the term of approximately one year commencing at the Annual Meeting. For the 2023-2024 term, the Board approved the following compensation structure for non-employee directors:

  23. Non-Employee Director Compensation Arrangement

    | Form of Compensation | Amount | | Board annual cash retainer(1) | $72,000 | | Restricted stock unit grant(2) | $100,000(5) | | Chairman fees(3) | | | Board | $100,000 | | Audit and Finance Committee | $15,000 | | CN&G Committee | $15,000 | | Technology, Competition and Regulatory Committee | $50,000 | | Each committee or subsidiary’s board membership annual cash retainer(4) | $10,000 |

  24. Non-Employee Director Compensation Arrangement

    (1) Paid in four equal installments of $18,000 on or before June 30, 2023, September 30, 2023, December 31, 2023, and March 31, 2024. (2) RSUs were granted on June 20, 2023, based on the closing price of our Class A common stock on the day of grant ($35.95) and vest on the earlier of (i) June 20, 2024, or (ii) the date of the 2024 Annual Meeting of stockholders. However, vesting is accelerated upon (1) the director attaining eligibility for retirement, (2) termination of the director’s service by reason of death or disability, or (3) a change in control. (3) Paid in four equal installments at the same time as the payment of the annual cash retainer. These chairman fees are incremental to fees received as committee members. No chairman fees are paid for Executive Committee and other committee service. (4) Paid in four equal installments on or before June 30, 2023, September 30, 2023, December 31, 2023, and March 31, 2024. No retainer is paid for service on the Executive Committee. (5) While the Board approved RSUs in the amount of $100,000, the actual amount granted to each director was $99,976.95 based on the closing price of our Class A common stock on the day of grant ($35.95). All non-employee directors are reimbursed for any reasonable expenses incurred in connection with their duties as directors of the Company. Mr. Poneman, our former President and CEO, did not, and Mr. Vexler, our current President and CEO, does not receive any additional compensation for his service on the Board. Mr. Iguchi, our only Investor- Designated Director, also does not receive compensation from the Company for his service on the Board. Mr. Poneman was, and Mr. Vexler and our Investor-Designated Director are, however, each eligible to receive reimbursement of expenses in connection with their service on the Board.

  25. Non-Employee Director Compensation for Fiscal Year 2023

    Non-Employee Director Compensation for Fiscal Year 2023

  26. Non-Employee Director Compensation for Fiscal Year 2023

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Kirkland H. Donald | $99,500 | $99,976.95 | — | $199,476.95 | | W. Thomas Jagodinski(4) | $24,250 | — | — | $24,250.00 | | Tina W. Jonas | $107,000 | $99,976.95 | — | $206,976.95 | | William J. Madia | $142,000 | $99,976.95 | | $241,976.95 | | Bradley J. Sawatzke | $92,000 | $99,976.95 | — | $191,976.95 | | Neil S. Subin(3) | $82,000 | $99,976.95 | — | $181,976.95 | | Mikel H. Williams | $193,250 | $99,976.95 | — | $293,226.95 |

  27. Non-Employee Director Compensation for Fiscal Year 2023

    (1) The Investor-Designated Director does not receive director compensation. Mr. Poneman also did not receive director compensation prior to his December 31, 2023 resignation. Mr. Poneman’s compensation as our former President and CEO is set forth in the Summary Compensation Table of this Proxy Statement. (2) The amounts shown in the Stock Awards column represent the aggregate grant date fair value of RSUs granted to each director in 2023, under the Centrus Energy Corp. 2014 Equity Incentive Plan, as amended, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“ASC Topic 718”). For a discussion of valuation assumptions, see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. In accordance with SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (3) Mr. Subin resigned from the Board effective December 31, 2023. At the time of Mr. Subin’s resignation from the Board, he forfeited 2,781 unvested RSUs and held 34,528 vested RSUs, all of which settled in due course as shares of Class A common stock, and he also held 1,624 shares of Class A common stock. (4) Mr. Jagodinski’s director compensation reflects pro rata compensation based on actual service in 2023. At the time of Mr. Jagodinski’s retirement from the Board on June 20, 2023, he held 2,577 unvested RSUs, all of which vested, and 47,445 vested RSUs, all of which settled in due course as shares of Class A common stock. The amounts shown in the Stock Awards column above as of December 31, 2023, for each of the non-employee directors include the following grants of RSUs, which have the following grant date fair value, calculated using the closing price of our Class A common stock on the date of grant in accordance with FASB ASC Topic 718:

  28. Non-Employee Director Compensation for Fiscal Year 2023

    | Name(1) | Grant Date | Number of Restricted Stock Units | Grant Date Fair Value ($) | | Kirkland H. Donald | 06/20/23 | 2,781 | 99,976.95 | | Tina W. Jonas | 06/20/23 | 2,781 | 99,976.95 | | William J. Madia | 06/20/23 | 2,781 | 99,976.95 | | Bradley J. Sawatzke | 06/20/23 | 2,781 | 99,976.95 | | Neil S. Subin(2) | 06/20/23 | 2,781 | 99,976.95 | | Mikel H. Williams | 06/20/23 | 2,781 | 99,976.95 |

  29. Non-Employee Director Compensation for Fiscal Year 2023

    Mr. Jagodinski is not included in this table as he retired from the Board on June 20, 2023 and did not receive a restricted stock unit grant on that date. (2) Upon his resignation from the Board effective on December 31, 2023, Mr. Subin forfeited his unvested RSUs that were granted on June 20, 2023.

  30. Highlights of Our Compensation Program

    Highlights of Our Compensation Program Our executive compensation program is built on a strong governance framework and pay-for-performance philosophy. Key design elements and features of this program are: • Strong oversight by our CN&G Committee of all elements of executive compensation. • The Company’s use of WTW as its independent compensation consultant. • Significant stock ownership guidelines. • A material portion of the total direct compensation opportunity for NEOs is designed to be “at risk” and dependent on Company and individual performance measured against goals established by the CN&G Committee. • Except for Mr. Poneman, our former President and CEO, and Amir Vexler, our current President and CEO, there were no employment agreements with our executives during 2023. • Our Equity Incentive Plans include a compensation recovery or “clawback” provision that applies to all equity plan participants. In 2023, we also adopted a “clawback” policy that applies to all of our executives in compliance with Section 10D of the Securities Exchange Act of 1934, as amended, and the NYSE American requirements, under which we will recover incentive compensation paid to covered individuals (including our executive officers) in cases where we have to prepare an accounting restatement which resulted in the payment of incentive compensation greater than what should have been paid based on the restated financial results or corrected metric. • All of the change in control agreements the Company has with its executives, including the named executive officers, include a “double-trigger” provision requiring both a change in control of the Company and an involuntary or constructive termination of the executive’s employment within a specified period of the change in control to receive benefits. Although these agreements provide for automatic renewal to protect employees, the Company retains the ability to terminate the agreements prior to a change in control with sufficient notice. • We do not provide excise tax gross ups to our executives. We have a strong risk management program with specific responsibilities assigned to the Board and its committees, with the goal of avoiding excessive risk in our compensation programs.

  31. Effect of 2023 Performance on NEO Compensation

    Effect of 2023 Performance on NEO Compensation Our executive compensation program consists of base salary as well as annual incentives with specific corporate goals and long-term equity incentives. The achievement of better than targeted results in the corporate goals was reflected in the discretionary decision made by the CN&G Committee to award annual incentives based on achieving 108% of the goals. Further, the long-term equity incentive directly ties the compensation of executives to stockholder returns. At target, approximately 28-55% of the total compensation of our executives is “at risk” and related directly to the performance of the Company.

  32. Executive Transitions 2023/2024

    Executive Transitions 2023/2024 General Counsel On August 11, 2023, Mr. Scott, our Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, retired from his positions at the Company. In connection with his retirement, Mr. Scott received his base salary through the last day of his employment and benefits payable in accordance with the then-current plans and policies under the programs in which Mr. Scott participated. In accordance with those plans and policies, Mr. Scott was eligible to receive a prorated 2023 annual cash bonus through the end of the year based on the CN&G Committee’s evaluation of the Company’s 2023 performance against the applicable 2023 performance goals, which resulted in a payment to Mr. Scott of $153,092 in 2024. With respect to his equity incentive awards, he received 2,045 shares of Class A common stock. Effective August 12, 2023, Mr. Ghasemian was appointed Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Company following Mr. Scott’s retirement. In connection with this appointment, Mr. Ghasemian received an annual base salary of $260,000, prorated based upon the date of his appointment and was eligible to receive an annual non-equity incentive plan award with a target award of 50% of his base salary, prorated for 2023. Beginning in March 2024, Mr. Ghasemian is eligible to receive annual equity compensation awards as determined by the CN&G Committee and will receive an annual non-equity incentive award with a prorated target of 80% of his salary. For more information regarding Mr. Ghasemian’s arrangements, including his change in control agreement, please see “Severance and Change in Control Agreements” below and “Potential Payments Upon Termination or Change in Control” in the discussion of executive compensation. Chief Financial Officer On August 31, 2023, Mr. Strawbridge, our Senior Vice President, CFO, CAO, and Treasurer, stepped down from that role and continued serving as a special advisor to the CEO and the Board through December 31, 2023 to assist with transition through his retirement. In connection with Mr. Strawbridge’s retirement, he received his annual base salary of $620,000 through his last day of employment and benefits payable in accordance with the then current plans and policies under programs in which Mr. Strawbridge participated. In accordance with those plans and policies, he was eligible to receive a 2023 annual cash bonus through the end of the year, based on the CN&G Committee’s evaluation of the Company’s 2023 performance against the applicable 2023 performance goals, which resulted in a payment to Mr. Strawbridge of $636,120 in 2024. Mr. Strawbridge did not hold any equity incentive awards at the time of his retirement. Effective September 1, 2023, Mr. Harrill was appointed as the Company’s Senior Vice President, CFO, and Treasurer. In connection with his appointment, Mr. Harrill received an annual base salary of $300,000, prorated based upon the date of his appointment and is eligible to receive an annual non-equity incentive plan award with a target award of 80% of his base salary, prorated for 2023. Mr. Harrill is eligible to receive annual equity compensation awards as determined by the CN&G Committee. For more information regarding Mr. Harrill’s arrangements, including his change in control agreement please see “Severance and Change in Control Agreements” below and “Potential Payments Upon Termination or Change in Control” in the discussion of executive compensation. Chief Executive Officer On November 20, 2023, the Company announced the transition of the CEO from Mr. Poneman to Mr. Vexler effective January 1, 2024. In connection with the transition, Mr. Vexler began serving as an advisor to the Company’s Board of Directors beginning on December 4, 2023. For his performance in 2023, Mr. Vexler received a prorated cash bonus of approximately $67,000, paid in March 2024. On January 1, 2024, Mr. Vexler began as our President and CEO. In connection with that appointment, on January 1, 2024, the CN&G Committee granted Mr. Vexler an award of 20,000 restricted stock units (the “CEO RSUs”). The CEO RSUs vest in five equal annual installments beginning on December 4, 2024, subject to Mr. Vexler obtaining Department of Energy Q security clearance and his continued employment. For more information regarding the impact of the transition arrangement on Messrs. Poneman and Vexler, including a description of payments and benefits received by Mr. Poneman under his employment agreement and a summary of the terms of Mr. Vexler’s employment agreement, please see “Executive Compensation — Current CEO Employment Agreement” in the discussion of executive compensation.

  33. Compensation Philosophy and Objectives

    | Objective | How We Implement Our Objectives | | Compensation should be aligned with stockholders’ interests. | • Strong incentives to maximize long-term value for our stakeholders. • Long-term stock ownership by executives and performance incentives provides ongoing alignment. | | Compensation should support our business strategy and objectives. | • Reward successful execution of our business plan by linking performance goals directly to our business plan. • Stretch performance goals encourage innovation by executives while not encouraging excessive risk-taking. | | Compensation should be structured to pay for performance. | • A substantial portion of the total compensation opportunity is variable and dependent upon the individual’s and the Company’s performance. • 2023 realized compensation was above target opportunity compensation due to achieving or exceeding pre-defined performance goals. |

  34. Role of Compensation Consultant in Compensation Decisions

    Role of Compensation Consultant in Compensation Decisions The CN&G Committee has retained a consultant, WTW, to provide the committee with independent compensation data, analysis and advice. WTW reports to the CN&G Committee and its chairman. Under the CN&G Committee’s charter, the CN&G Committee has sole authority to retain and terminate WTW and to approve WTW fees and other retention terms. Throughout 2023, WTW worked closely with the CN&G Committee and attended all CN&G Committee meetings and met with the CN&G Committee regularly in executive session. In 2023, WTW assisted the CN&G Committee with market studies of Board pay, incentive plan design and regulatory updates advice on compensation best practices. WTW provides actuarial and other services related to the Company’s pension plans but did not perform any other services for the Company or its affiliates in 2023. The CN&G Committee, in hiring and retaining WTW in 2023, assessed whether its work raised any conflicts of interest and determined that no conflicts of interest existed.

  35. Use of Peer Group Data

    Use of Peer Group Data The CN&G Committee strives to set target opportunity compensation levels to be competitive with the market in which we compete for executive talent. In support of that goal, the CN&G Committee will periodically evaluate competitive data from (1) a peer group of publicly traded companies in specific industries in which we compete for executive talent and (2) general industry companies with comparable revenues through pooled published survey data. Currently, as the only publicly traded uranium enrichment company in the United States, we do not have direct publicly traded U.S. peers. Therefore, the peer group was selected by the CN&G Committee upon the recommendation of its compensation consultant taking into consideration: industry relevance (focusing on specialty chemicals, aerospace and defense, construction and engineering, utilities with nuclear operations, and other utilities); business operations; and roughly comparable size in terms of revenue and market capitalization (although this is given less weight due to our stock price volatility). The peer group was not picked on the basis of executive compensation levels. In its review of executive compensation for 2023, the CN&G committee examined information on a peer group in 2023 which included the following companies:

  36. Use of Peer Group Data

    | Company | Most Recently Reported 12-Month Revenues as of 8/2023 ($M) | Total Assets ($M) | Net Income ($M) | 7/10/2023 Market Capitalization ($M) | | AAR Corp | $1,820 | $1,007 | $79 | $1,959 | | Aerojet Rocketdyne Holdings, Inc. | $2,238 | $1,069 | $74 | $4,446 | | AeroVironment, Inc. | $541 | $477 | $-176 | $2,505 | | AerSale Corporation | $409 | $334 | $44 | $715 | | Astronics Corporation | $535 | $365 | $-36 | $612 | | BWX Technologies, Inc. | $2,233 | $772 | $238 | $6,487 | | Byrna Technologies Inc. | $48 | $43 | $-8 | $107 | | CPI Aerostructures, Inc. | $83 | $43 | $9 | $48 | | Curtiss-Wright Corporation | $2,557 | $1,517 | $294 | $7,088 | | Ducommun Incorporated | $713 | $527 | $29 | $657 | | Fluor Corporation | $13,744 | $5,044 | $145 | $4,215 | | HEICO Corporation | $2,208 | $1,153 | $352 | $20,894 | | Hexcel Corporation | $1,578 | $734 | $126 | $6,481 | | Kratos Defense & Security Solutions, Inc. | $898 | $583 | $-37 | $1,715 | | Lightbridge Corporation | $0 | $29 | $-7 | $67 | | Moog Inc. | $3,036 | $1,758 | $155 | $3,474 | | NV5 Global, Inc. | $787 | $291 | $50 | $1,660 | | Parsons Corporation | $4,195 | $1,720 | $97 | $4,961 | | Ur-Energy Inc. | $0 | $44 | $-17 | $339 | | Williams Industrial Services | $238 | $51 | $-14 | $8 |

  37. Elements of Executive Compensation

    | Compensation Element | Objective | Key Features | | Annual Cash Inventive Award | • Rewards the achievement of critical annual performance goals aligned with corporate strategic objectives. | • Performance-based reward tied to achievement of short-term corporate and individual performance. | | | | • Annual incentives can vary from 0% to 150% of the target amount. • Annual performance goals are predetermined and approved by the Committee at the start of the performance period. | | Long Term Incentive Award | • Aligns NEO’s interests with long-term stockholder interests by linking part of each NEO’s compensation to long-term corporate stock performance, as well as rewarding total stockholder return performance. • Provides opportunities for investment in and ownership of the Company, which is designed to promote retention and enable us to attract and motivate our NEOs. • Retains NEOs through multi-year vesting. | • Links value to stock price. • Comprised of 100% performance-based restricted stock units with overlapping three-year performance periods. • Vesting subject to achievement of cumulative net income performance threshold. |

  38. Base Salary

    Base Salary The CN&G Committee determines base salary levels for executive officers. The CN&G Committee consults with the CEO with respect to the recommended base salaries for the other officers. In setting individual base salaries, consideration also is given to (1) the performance of the Company; (2) the individual performance of each executive, taking into account the recommendation of the CEO with respect to the performance and contribution of individuals and the individual performance measures under the annual incentive program; (3) the executive’s scope of responsibility in relation to other officers and key executives within the Company and internal pay equity; and (4) any retention issues. No base salary adjustments were made for the named executive officers for 2023 (except for Messrs. Harrill and Ghasemian whose base salaries were adjusted on a pro-rata basis upon the date of their appointments to their new positions). Base salaries for 2023 were as follows: Daniel B. Poneman: $750,000; Philip O. Strawbridge: $620,000; John M.A. Donelson: $355,856; Larry B. Cutlip: $320,000 (increased to $355,000 as approved by the CN&G Committee in March 2024); Kevin J. Harrill: $300,000; Dennis J. Scott: $290,000; and Shahram Ghasemian: $260,000. Base salaries affect other elements of total compensation, including annual incentives, long-term incentives, and retirement benefits. In setting base salaries for the named executive officers, the CN&G Committee considers the effects on other elements of total compensation.

  39. Executive Incentive Plans

    Executive Incentive Plans Awards to our named executive officers are currently outstanding under two Executive Incentive Plans, each of which is a sub-plan adopted under and subject to the terms of the 2014 Equity Incentive Plan, as amended and restated from time to time (the “2014 Plan”): In 2019, the CN&G Committee adopted the 2019 Executive Incentive Plan (the “2019 EIP”). The 2019 EIP was adopted to provide the CN&G Committee with ability to grant equity and cash awards to eligible participants in order to drive performance and, in respect of equity awards, to further align the interests of management with those of our stockholders. In 2020, the Company engaged in an active outreach to certain of our stockholders to discuss executive compensation. Stockholder feedback included a request that the Company continue to further align executive compensation with the interests of our stockholders and to provide more transparency into the goals of our annual and long-term incentive plans. Based on this feedback, the CN&G Committee transitioned to a compensation program that better aligns management incentives with the creation of stockholder value. The long-term incentive programs are based entirely on equity denominated awards. As a result, the say-on-pay advisory vote was approved by over 99% of our stockholders voting at the 2022 annual meeting and 98% of our stockholders voting at the 2023 annual meeting. • In 2022, the CN&G Committee adopted the current Executive Incentive Plan (“EIP”) which continues to provide for annual and long-term incentives including equity based overlapping long-term incentives and minimum vesting requirements. The CN&G Committee continues to evaluate the compensation program to ensure it provides meaningful incentives aligned with stockholder interests. The 2014 Plan authorizes the issuance of up to 1,900,000 shares of the Company’s Class A common stock to Company employees, officers, directors, and other individuals providing services to the Company or its affiliates, as selected by the CN&G Committee pursuant to options, stock appreciation rights, restricted stock units, restricted stock, performance awards, dividend equivalent rights and other stock-based awards, as well as cash-based awards. Both the 2019 EIP and the EIP consist of two components: (1) an annual cash incentive award (“Annual Award”) and (2) a multi-year long-term incentive program (“LTIP”) consisting of awards based on a series of overlapping three-year performance periods tied to equity performance. The final three-year performance period under the 2019 EIP began in 2022. Since 2022, the annual long-term incentive awards have been, and will continue to be made in 2024, pursuant to the EIP. LTIP awards under the 2019 EIP initially consisted of a cash award and equity denominated notional award. Based on stockholder feedback in 2020, the CN&G Committee transitioned the LTIP under the 2019 EIP to be entirely equity denominated awards. The LTIP under the EIP is also entirely equity based. Participants in the 2019 EIP and the EIP were determined by the CN&G Committee and included our named executive officers and certain other key employees. Payment of awards under the incentive plans are generally subject to participants remaining employed by the Company through the payment date, subject to certain adjustments in accordance with the 2014 Plan and the grant agreements upon a participant’s death, disability, retirement, termination by the Company without cause, or other termination or upon a change in control. See “Potential Payments Upon Termination or Change in Control — Awards under the 2014 Plan” below. The total number of shares granted for the LTIP awards are included in the Summary Compensation Table for the year granted using the grant date fair value of such awards, as determined under applicable accounting rules. Annual Awards 2023 Annual Awards In 2023, each participant was eligible to receive an Annual Award, payable in cash, if certain Company-wide goals determined by the CN&G Committee (the “Corporate Goals”) were met for 2023, as further described in the table below. A participant’s target Annual Award is a percentage of the participant’s base salary. The potential actual Annual Award is subject to, and based upon, the level of achievement of the applicable Corporate Goals. Following the end of 2023, our new CEO reviewed the achievements of the Corporate Goals and recommended to the CN&G Committee a proposed level of performance that was achieved for 2023. The payment for a participant therefore would be equal to: In March 2024, our CN&G Committee reviewed the performance of the Company against the 2023 Corporate Goals and determined in its discretion that the Annual Awards would be paid at 108% of the target level for the “Corporate Goals Achievement Percentage.” The 2023 Annual Awards were paid in March 2024 following the CN&G Committee’s certification. The amounts of the Annual Award based on 2023 Corporate Goals paid to each named executive officer for 2023 are included in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” The following table provides a summary of the 2023 Corporate Goals for the 2023 Annual Awards and the CN&G Committee’s determinations as to the Company’s performance relative to those goals, which resulted in the authorization of the payment of the annual incentive at 108% of the target level.

  40. Centrus Energy Corp. 2023 Corporate Goals

    | Goal | Targets | Achievement Versus Target | Score for Goal Category | | 1. Expand market position as an established enrichment supplier: build customer base and increase market share. (Weight = 35%) | Achieve $260 MM of revenue in the LEU segment with a total gross profit of $94 MM. | Exceeded Target: • Achieved $269 MM of combined SWU and Uranium revenue. • Achieved total gross profit of $105 MM. | Overall Goal 1 performance: 104% of target (weighted average: 36.3%) | | | New Business: Originate $200 MM of SWU business with an average projected cash margin target established by the Committee. | Achieved Target: • Originated $103.5 MM of new SWU sales. (Additional credit given for more than $90MM of uranium sales and other contingent sales) • With an average projected cash margin that met the target. | | | 2. Expand business offerings and diversify revenue (Weight = 25%) | Centrus Technical Solution Segment (CTS) — Selected for the award of a contract under an RFP issued under the DOE HALEU Availability Program (HAP), or in the event DOE fails to issue an | Achieved Target: • Submitted proposals in response to two HAP RFPs (enrichment and deconversion). DOE is expected to make awards in 2024. | Overall Goal 2 performance: 100% of target (weighted average: 25%) |

  41. Weighted average score for the 2023 Annual Plan was 108%

    Weighted average score for the 2023 Annual Plan was 108% 2023 Annual Awards In 2023, each participant was eligible to receive an Annual Award, payable in cash, if certain Corporate Goals were met for 2023. In 2023, our CN&G Committee reviewed the performance of the Company against the 2022 Corporate Goals and determined that the Annual Awards would be paid at 108% of the target level. The 2023 Annual Awards were paid in March 2024 following the CN&G Committee’s certification. The amounts of the 2023 Annual Award paid to each named executive officer are included in the Summary Compensation Table in the column labeled “Non-Equity Incentive Plan Compensation” with regard to the 2023 fiscal year. Long Term Incentive Awards Beginning with the 2020-2022 performance period, 75% of the LTIP was awarded in notional shares and the remainder of the award in share appreciation rights. LTIP awards for the 2020 – 2022 performance period were granted April 27, 2020 and were settled in March 2023 based on the average closing share price over the 20 trading days immediately following the filing of the Company’s Annual Report on Form 10-K for the year ending December 31, 2022. In March 2023, the CN&G Committee determined to settle the awards in Class A common stock. 2021 – 2023 Long Term Incentive Program LTIP awards covering a performance period of 2021 through 2023 were awarded in July 2021 and were comprised 50% in notional shares and 50% in share appreciation rights. The awards were subject to vesting based on a three-year cumulative net income goal established at the time of award by the CN&G Committee. In March 2024, the CN&G Committee reviewed the performance of the Company against the vesting requirements and determined that the net income goal had been met, and determined to settle the awards in Class A common stock. The amount of the equity denominated award of notional units and share appreciations rights awarded to each named executive officer for the 2021 – 2023 performance period are included in the Summary Compensation Table in the column labeled “Stock Awards” with regard to the 2021 fiscal year. 2022 – 2024 Long Term Incentive Program In March 2022, the CN&G Committee approved the LTIP awards covering a performance period of 2022 through 2024, with a potential payout in 2025. The 2022 LTIP award is comprised of performance-based restricted stock units vesting at the end of the three-year period. In order for the awards to vest, Centrus will need to meet (or exceed) a three-year cumulative net income goal established at the time of award by the CN&G Committee. The amount of the restricted stock units awarded to each named executive officer for the 2022 – 2024 performance period are included in the Summary Compensation Table in the column labeled “Stock Awards” with regard to the 2022 fiscal year. 2023 – 2025 Long Term Incentive Program On March 2, 2023, the CN&G Committee approved the LTIP awards covering a performance period 2023 through 2025, with a potential payout in 2026. The 2023 LTIP award is comprised of performance-based restricted stock units vesting at the end of the three-year period. In order for the performance- based restricted stock units to vest, Centrus will need to meet (or exceed) a three-year cumulative net income goal established at the time of award by the CN&G Committee. The amount of the awards to each named executive officer for the 2023 – 2025 performance period are included in the Summary Compensation Table in the column labeled “Stock Awards” with regard to the 2023 fiscal year. 2024 – 2026 Long Term Incentive Program On March 13, 2024, the CN&G Committee approved the 2024 LTIP awards covering a performance period 2024 through 2026, with a potential payout in 2027. The 2024 LTIP award is comprised of performance-based restricted stock units vesting at the end of the three-year period. In order for the performance-based restricted stock awards to vest, Centrus will need to meet (or exceed) a three-year cumulative net income goal established at the time of award by the CN&G Committee.

  42. Severance and Change in Control Agreements

    Severance and Change in Control Agreements Severance Agreements Under the Centrus Energy Corp. Executive Severance Plan, if a covered executive is terminated by the Company without cause, he or she is eligible to receive the following: (a) a prorated share of his or her annual incentive bonus for the year in which the executive’s termination occurs (payable at the end of the performance period based on actual performance) up to the date of termination; (b) a lump sum cash severance amount (described in detail below); and (c) continuation of medical and dental coverage as well as life insurance paid for by the Company for a period of time after termination (the “Severance Period”) (or until he or she receives similar coverage from a subsequent employer, whichever occurs first) and outplacement assistance services. With respect to the named executive officers, cash severance payments under the Executive Severance Plan upon an involuntary termination outside of a change in control are as follows: • For our CEO, Mr. Vexler, per Mr. Vexler’s employment agreement, cash payments are limited to one times Mr. Vexler’s base salary and annual target bonus paid over a twelve month period; and • For all other executives, cash payments are limited to (a) one times the executive’s base salary and annual bonus and (b) the executive’s prorated performance bonus based on actual performance for the year in which the termination of employment occurs. Change in Control Agreements The Company has entered into change in control agreements with each of its named executive officers. The change in control agreements provide each executive with the following benefits (in lieu of any severance benefits under the Executive Severance Plan previously described) if there is a change in control of the Company and within a protected period beginning three months before and ending three years after that change in control (the “protected period”), the Company terminates the executive’s employment without cause or the executive terminates his or her employment for “good reason” (as defined in the agreement): • a cash lump sum payment equal to two times the sum of his or her annual base salary and bonus (with the executive’s “bonus” for these purposes generally being the greater of the executive’s target bonus and the average of the three most recent annual incentive bonuses paid to the executive prior to the date of termination); and • continuation of life and health insurance benefits for him or her and his or her eligible dependents for two years following such termination of employment (the “Covered Period”) or, if sooner, until he or she is covered by comparable programs of a subsequent employer. In order to receive these benefits, the executive must comply with the non-competition, non-solicitation, and confidentiality provisions of the change in control agreement during the term of the agreement and during the Covered Period. Retirement of General Counsel On August 11, 2023, Mr. Scott, our Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, retired from his positions at the Company. In connection with his retirement, Mr. Scott received his base salary through the last day of his employment and benefits payable in accordance with the then current plans and policies under the programs in which Mr. Scott participated. Mr. Scott was eligible to receive a 2023 annual cash bonus on a pro rata basis through the end of the year based on the CN&G Committee’s evaluation of the Company’s 2023 performance against the applicable 2023 performance goals, which resulted in a payment to Mr. Scott of $153,092 in 2024. With respect to his long-term equity incentive awards, he received 2,045 shares of Class A common stock. Retirement of Chief Financial Officer On August 31, 2023, Mr. Strawbridge, our Senior Vice President, CFO, CAO, and Treasurer, transitioned to serving as a special advisor to the CEO and the Board through his retirement on December 31, 2023. In connection with Mr. Strawbridge’s retirement, he received his annual base salary of $620,000 through his last day of employment and was eligible to receive a 2023 annual cash bonus through the end of the year, based on the CN&G Committee’s evaluation of the Company’s 2023 performance against the applicable 2023 performance goals, which resulted in a payment to Mr. Strawbridge of $636,120 in 2024. Mr. Strawbridge did not hold any equity incentive awards at the time of his retirement. Transition of Chief Executive Officer In connection with the transition of our CEO, Mr. Poneman received his annual base salary of $750,000 through his last day of employment. Additionally, pursuant to the terms of the Company’s Executive Severance Plan, as amended by the employment agreement between the Company and Mr. Poneman effective as of March 6, 2015, as amended, Mr. Poneman received a lump sum cash payment of approximately $3,500,000, continuation of medical and dental coverage until December 31, 2025 (or until he receives similar coverage from a subsequent employer, whichever occurs first), prorated payment of multi-year incentive awards granted to Mr. Poneman in 2021, 2022, and 2023, 2023 cash bonus of $810,000, continued life insurance coverage paid for by the Company through December 31, 2025, cash payment of approximately $170,000 for unused vacation days, and employee assistance plan services for a period of up to two years.

  43. Risk Assessment of the Compensation Programs

    Risk Assessment of the Compensation Programs The CN&G Committee reviews the Company’s compensation policies and practices for our employees, including executive officers, and has determined that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The CN&G Committee also considers whether our compensation programs include certain design features which have been identified as having the potential to encourage excessive risk-taking when part of the plan design at other companies, such as: too much focus on short-term objectives, too much weight on one metric or objective, too many objectives or improper weighting of objectives, compensation mix overly weighted to cash, excessive use of stock options, and unreasonable award levels or goals. The CN&G Committee has noted several design features of the Company’s compensation programs for executives that reduce the likelihood of excessive risk- taking: the program design provides a balanced mix of fixed and variable pay, cash and equity, and short-term and long-term incentives, multiple, balanced performance metrics are used, maximum payout levels for incentive awards are capped, the CN&G Committee has downward discretion over incentive program awards, the Company’s equity incentive plan allows the Company to “clawback” payments to those engaged in misconduct related to a restatement of the Company’s financial results, and in 2023 the Company adopted a new “clawback” policy that applies to all of our executives in compliance with Section 10D of the Securities Exchange Act of 1934, as amended, and the NYSE American requirements. The CN&G Committee has determined that the Company’s compensation programs do not encourage excessive risk and instead encourage behaviors that support sustainable value creation.

  44. Summary Compensation Table — Fiscal Years 2021 – 2023

    Summary Compensation Table — Fiscal Years 2021 – 2023 The following table sets forth information regarding the compensation for fiscal years 2021 through 2023, as applicable, awarded to, earned by, or paid to the former principal executive officer of the Company, the principal financial officer of the Company and the former principal financial officer of the Company, and the three other most highly compensated executive officers of the Company during 2023 serving as executive officers at December 31, 2023, together, the named executive officers. Our current principal executive officer, Amir V. Vexler, began serving as an executive officer on January 1, 2024 and accordingly is not included in the following table.

  45. Summary Compensation Table — Fiscal Years 2021 – 2023

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4) | All Other Compensation (5)(6)(7)(8)(9)(10) | Total | | Daniel B. Poneman Former President and CEO | 2023 | $750,000 | — | $249,923 | — | $810,000 | — | $3,796,567 | $5,606,490 | | | 2022 | $750,000 | — | $249,987 | — | $957,375 | — | $96,514 | $2,053,876 | | | 2021 | $750,000 | — | $250,017 | — | $1,019,938 | — | $77,334 | $2,097,289 | | Kevin J. Harrill Senior Vice President, Chief Financial Officer, and Treasurer | 2023 | $264,616 | — | $83,308 | — | $215,888 | — | $19,326 | $583,138 | | Philip O. Strawbridge Former Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer | 2023 | $620,000 | — | — | — | $636,120 | — | $77,846 | $1,333,966 | | | 2022 | $607,192 | — | — | — | $980,685 | — | $58,523 | $1,646,400 | | | 2021 | $575,000 | — | — | — | $727,950 | — | $42,256 | $1,345,206 | | John M.A. Donelson Senior Vice President, Sales & Chief Marketing Officer | 2023 | $355,865 | — | $118,578 | — | $230,601 | — | $45,342 | $750,386 | | | 2022 | $355,865 | — | $118,624 | — | $272,557 | — | $39,411 | $786,457 | | | 2021 | $355,865 | — | $118,636 | — | $311,246 | — | $27,194 | $812,941 | | Shahram Ghasemian Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2023 | $251,320 | — | — | — | $105,777 | — | $18,288 | $375,385 | | Dennis J. Scott Former Senior Vice President, Chief Compliance Officer and Corporate Secretary | 2023 | $189,615 | — | $96,630 | — | $153,092 | — | $27,397 | $466,734 | | | 2022 | $290,000 | — | $96,652 | — | $257,520 | — | $41,266 | $685,438 | | Larry B. Cutlip Senior Vice President, Field Operations | 2023 | $320,000 | — | $106,622 | — | $276,480 | $19,253 | $41,667 | $764,022 | | | 2022 | $320,000 | — | $106,661 | — | $326,784 | — | $42,409 | $795,854 |

  46. Summary Compensation Table — Fiscal Years 2021 – 2023

    (1) For Mr. Poneman, the amounts shown in the Salary column for 2023 includes $30,000 in contributions under the Company’s Executive Deferred Compensation Plan. The amounts shown in the Stock Awards column for 2023 include the grant date fair value of $42.70 per share for restricted stock granted to Messrs. Poneman, Harrill, Donelson, Scott and Cutlip, respectively, under the 2014 EIP. Mr. Strawbridge did not participate in the EIP while employed at the Company. Amounts shown for 2023 in the Non- Equity Incentive Plan Compensation column include amounts earned in 2023 and paid in March 2024, with respect to their 2023 Annual Awards based on the CN&G Committee’s evaluation of the Company’s 2023 performance against the 2023 Corporate Goals. (4) Messrs. Donelson, Cutlip, and Scott participate in the Company’s qualified defined benefit pension plans providing retirement benefits based on compensation and years of service, and Mr. Donelson participates in the non-qualified supplemental pension plan which provides certain executive officers additional retirement benefits in excess of qualified plan limits imposed by tax law based on a targeted benefit objective. Both plans are closed to employees and no longer accrue additional benefits. The change in total pension value in 2023 was a decrease for Mr. Donelson and thus was not required to be disclosed under Item 402(c)(2)(viii) of Regulation S-K. (5) For Mr. Poneman, the amount shown in the All Other Compensation column for 2023 includes $3.5 million in severance payments, $4,000 for continued coverage of medical and dental benefits for a period of two years, $170,000 for unused vacation payment, $29,400 in Company matching contributions under the Company’s Executive Deferred Compensation Plan, $23,100 in Company matching contributions under the Centrus 401(k) plan, and $66,800 in life insurance premiums paid by the Company. (6) For Mr. Strawbridge, the amount shown in the All Other Compensation column for 2023 includes $23,100 in Company matching contributions made under the Centrus 401(k) plan and $54,746 in life insurance premiums paid by the Company. (7) For Mr. Donelson, the amount shown in the All Other Compensation column for 2023 includes $23,100 in Company matching contributions made under the Centrus 401(k) plan and $22,242 in life insurance premiums paid by the Company. (8) For Mr. Ghasemian the amount shown in the All Other Compensation column for 2023 includes $17,592 in Company matching contributions made under the Centrus 401(k) plan and $695 in life insurance premiums paid by the Company. (9) For Mr. Scott, the amount shown in the All Other Compensation column for 2023 includes $13,273 in Company matching contributions made under the Centrus 401(k) plan and $14,124 in life insurance premiums paid by the Company. (10) For Mr. Cutlip, the amount shown in the All Other Compensation column for 2023 includes $18,851 in Company matching contributions made under the Centrus 401(k) plan and $22,816 in life insurance premiums paid by the Company. For Mr. Harrill, the amount shown in all Other Compensation column for 2023 includes $18,523 in Company matching contributions made under the Centrus 401(k) plan and $803 in life insurance premiums paid by the Company.

  47. Grants of Plan-Based Awards Table — Fiscal Year 2023

    Grants of Plan-Based Awards Table — Fiscal Year 2023 The following table sets forth information regarding the grants of equity and incentive plan-based awards for fiscal year 2023, awarded to the Company’s named executive officers.

  48. Grants of Plan-Based Awards Table — Fiscal Year 2023

    | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payments under equity inventive plan awards | | | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards(2) | | Name and Principal Position | Grant Dates | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Daniel B. Poneman Former President and CEO | 3/2/23 | — | — | — | N/A | $249,923 | — | 5,853 | — | — | $249,923 | | | | | $750,000 | | | | | | | | | | Kevin J. Harrill Senior Vice President, Chief Financial Officer, and Treasurer | 3/2/23 | — | — | — | — | $83,308 | — | 1,951 | — | — | $83,308 | | | | | $178,200 | | | | | | | | | | Philip O. Strawbridge Former Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer | — | — | $589,000 | — | — | — | — | — | — | — | — | | John M.A. Donelson Senior Vice President, Sales & Chief Marketing Officer | 3/2/23 | — | — | — | — | $118,578 | — | 2,777 | — | — | $118,578 | | | | | $213,000 | | | | | | | | | | Shahram Ghasemian Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | — | — | — | — | — | — | — | — | — | — | — | | | | | $97,000 | | | | | | | | | | Dennis Scott Former Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 3/2/23 | — | — | — | — | $96,630 | — | 2,263 | — | — | $96,630 | | | | | $232,000 | | | | | | | | | | Larry B. Cutlip Senior Vice President, Field Operations | 3/2/23 | — | — | — | — | $106,622 | — | 2,497 | — | — | $106,622 | | | | | $256,000 | | | | | | | | |

  49. Grants of Plan-Based Awards Table — Fiscal Year 2023

    (1) Reflects the target bonus award amounts that could potentially be earned by each named executive officer under the Annual Cash Incentive Award program based on 2023 performance, as described under “Overview of 2023 Performance — Executive Incentive Plans — Annual Awards, 2023 Annual Awards.” For Mr. Ghasemian, reflects an increase in his target opportunity from 30% to 50% of his base salary, prorated based on his August 2023 appointment to Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary. For Mr. Harrill, reflects an increase in his target opportunity from 60% to 80% of his base salary, prorated based on his September 2023 appointment to Senior Vice President, CFO, and Treasurer. Based on fair value price per share of $42.70 in 2023 for Messrs. Poneman, Harrill, Donelson, Scott, and Cutlip.

  50. Outstanding Equity Awards at Fiscal Year End December 31, 2023

    Outstanding Equity Awards at Fiscal Year End December 31, 2023 The following table shows the number of shares of our Class A common stock covered by stock options or stock awards held by our named executive officers as of December 31, 2023. The awards shown in the table below were granted under the 2014 Plan (or a sub-plan thereof).

  51. Outstanding Equity Awards at Fiscal Year End December 31, 2023

    | | | | Options | | | Stock Awards | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Exercise Price ($) | Options Expiration Date | Number of Shares, Units of Other Rights That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units of Other Rights That Have Not Vested | Equity Incentive Plan Market Value of Unearned Shares, Units of Other Rights That Have Not Vested ($)(1) | | Daniel B. Poneman | 96,000 | — | $4.37 | 03/31/24 | — | — | 20,824 | $910,981 | | Philip O. Strawbridge | — | — | — | — | — | — | — | — | | John M.A. Donelson | — | — | — | — | — | — | 10,848 | $474,027 | | Dennis J. Scott | — | — | — | — | — | — | 4,451 | $170,909 | | Larry B. Cutlip | — | — | — | — | — | — | 9,754 | $426,234 | | Kevin J. Harrill | — | — | — | — | — | — | 4,424 | $240,710 | | Shahram Ghasemian | — | — | — | — | — | — | — | — |

  52. Outstanding Equity Awards at Fiscal Year End December 31, 2023

    The market value of the unvested notional units is computed based on the $54.41 closing price per share of our Class A common stock on the NYSE American on December 29, 2023. The market value of the unvested stock appreciation (SAR) is computed using the Black-Scholes option-pricing model based upon inputs as of December 29, 2023.

  53. Option Exercises and Stock Vested for Fiscal Year 2023

    Option Exercises and Stock Vested for Fiscal Year 2023

  54. Option Exercises and Stock Vested for Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name and Principal Position | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Daniel B. Poneman President and CEO | — | — | 57,925 | $1,859,393 | | Kevin J. Harrill Senior Vice President, Chief Financial Officer, and Treasurer | — | — | — | — | | Philip O. Strawbridge Former Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer | — | — | — | — | | John M.A. Donelson Senior Vice President, Sales & Chief Marketing Officer | — | — | 27,484 | $882,236 | | Shahram Ghasemian Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | — | — | — | — | | Dennis J. Scott Former Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | — | — | 22,396 | $718,912 | | Larry B. Cutlip Senior Vice President, Field Operations | — | — | 22,396 | $718,912 |

  55. Option Exercises and Stock Vested for Fiscal Year 2023

    The preceding table sets forth information regarding the value realized by each of the Company’s named executive officers upon the exercise of options and vesting of restricted stock units for fiscal year 2023.

  56. Pension Benefits for Fiscal Year 2023

    Pension Benefits for Fiscal Year 2023 The following table sets forth information regarding the actuarial present value of the Company’s named executive officers’ accumulated benefits under each of the Company’s pension plans, calculated as of December 31, 2023.(1)

  57. Pension Benefits for Fiscal Year 2023

    | Name and Principal Position | Plan name | Number of years credited service (#) | Present value of accumulated benefit ($) | Payments during last fiscal year ($) | | Daniel B. Poneman President and CEO | N/A | N/A | N/A | N/A | | Kevin J. Harrill Senior Vice President, Chief Financial Officer, and Treasurer | N/A | N/A | N/A | N/A | | Philip O. Strawbridge Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer | N/A | N/A | N/A | N/A | | John M.A. Donelson Senior Vice President, Sales & Chief Marketing Officer | Centrus Pension Plan | 28.3 | $688,703 | — | | | Pension Restoration Plan | 28.3 | $980,660 | — | | Shahram Ghasemian Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | N/A | N/A | N/A | N/A | | Dennis J. Scott Senior Vice President, Chief Compliance Officer and Corporate Secretary | Centrus Pension Plan | 29.6 | $857,791 | 20,347 | | Larry B. Cutlip Senior Vice President, Field Operations | Centrus Pension Plan | 42.6 | $594,759 | — | | | Enrichment Plan | 42.6 | $803,468 | — |

  58. Pension Benefits for Fiscal Year 2023

    Centrus has two Qualified Defined Benefit Pension Plans: (i) The “Retirement Program Plan for Employees of United States Enrichment Corporation” (GDP Pension Plan), and (ii) the “Employees’ Retirement Plan of Centrus Energy Corp.” (Centrus Pension Plan). Centrus also maintains a non-qualified Pension Restoration Plan (PRP Plan). All of the aforementioned Plans were closed to new entrants by 2007, and accruals frozen as of 2013. Messrs. Scott, Cutlip, and Donelson are in the Centrus Pension Plan, and Mr. Donelson is in the PRP Plan. Mr. Cutlip is also in the GDP Pension Plan. Messrs. Mr. Scott retired in August 2023 and his Pension Plan benefits began on September 1, 2023. Messrs. Cutlip and Donelson currently meet the requirements for an early retirement but have not yet retired. Our plans generally have a normal retirement age of 65.

  59. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information regarding the nonqualified deferred compensation for fiscal year 2023, for the Company’s named executive officers.

  60. Nonqualified Deferred Compensation

    | Name and Principal Position | Executive contributions in last fiscal year ($) | Registrant contributions in last fiscal year ($) | Aggregate earnings in last fiscal year ($) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last fiscal year end ($) | | Daniel B. Poneman President and CEO | $30,000 | $29,400 | $798,101 | — | $2,853,688 | | Kevin J. Harrill Senior Vice President, Chief Financial Officer, and Treasurer | N/A | N/A | N/A | N/A | N/A | | Philip O. Strawbridge Former Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer | N/A | N/A | N/A | N/A | N/A | | John M.A. Donelson Senior Vice President, Sales & Chief Marketing Officer | N/A | N/A | N/A | N/A | N/A | | Shahram Ghasemian Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | N/A | N/A | N/A | N/A | N/A | | Dennis J. Scott Former Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | N/A | N/A | N/A | N/A | N/A | | Larry B. Cutlip Senior Vice President, Field Operations | N/A | N/A | N/A | N/A | N/A |

  61. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Payments Made Upon Termination Under the Centrus Energy Corp. Executive Severance Plan, if a covered executive leaves the Company without cause, he or she is eligible to receive the following: (a) a prorated share of his or her annual incentive bonus for the year in which the executive’s termination occurs (payable at the end of the performance period based on actual performance) up to the date of termination; (b) a lump sum cash severance amount (described in detail below); and (c) continuation of medical and dental coverage as well as life insurance paid for by the Company for a period of time after termination (the “Severance Period”) (or until he or she receives similar coverage from a subsequent employer, whichever occurs first) and outplacement assistance services. With respect to the named executive officers, cash severance payments under the Executive Severance Plan upon an involuntary termination outside of a change in control are as follows: • Our former CEO, Mr. Poneman, received approximately $3.8 million after his departure effective December 31, 2023, as described under “Compensation, Discussion and Analysis — Overview of 2023 Performance — Executive Transitions 2023/2024” and “— Severance and Change in Control Agreements — Transition of Chief Executive Officer” and “Summary Compensation Table — Fiscal Years 2021 – 2023” above. Under the terms of his employment agreement, our current President and CEO, Mr. Vexler, is entitled to cash payments in an amount equal to one times Mr. Vexler’s base salary and annual target bonus paid over a twelve month period, as described under the “Executive Compensation — Current CEO Employment Agreement” above. For all other executives, cash payments are limited to (a) one times the executive’s base salary and annual bonus and (b) the executive’s pro-rated performance bonus based on actual performance for the year in which the termination of employment occurs, and the Severance Period is one year. See “Compensation, Discussion and Analysis — Severance and Change in Control Agreements.”

  62. Potential Payments Made Upon a Change in Control

    Potential Payments Made Upon a Change in Control The Company has entered into change in control agreements with each of its named executive officers. The change in control agreements provide each executive with the following benefits (in lieu of any severance benefits under the Executive Severance Plan previously described ) if there is a change in control of the Company and within a protected period beginning three months before and ending three years after that change in control (the “protected period”), the Company terminates the executive’s employment without cause or the executive terminates his or her employment for “good reason” (as defined in the agreement): • a cash lump sum payment equal to two times the sum of his or her annual base salary and bonus (with the executive’s “bonus” for these purposes generally being the greater of the executive’s target bonus and the average of the three most recent annual incentive bonuses paid to the executive prior to the date of termination); and • continuation of life and health insurance benefits for him or her and his or her eligible dependents for two years following such termination of employment (the “Covered Period”) or, if sooner, until he or she is covered by comparable programs of a subsequent employer. In order to receive these benefits, the executive must comply with the non-competition, non-solicitation, and confidentiality provisions of the change in control agreement during the term of the agreement and during the Covered Period.

  63. Payments upon Termination

    Payments upon Termination Except with respect to Messrs. Poneman, Strawbridge, and Scott, the table below provides the payments that would have become payable if the NEO had terminated employment as of December 31, 2023, including present value of benefits under the Centrus Energy Corp. Executive Severance Plan, the 2014 Plan, the 2019 EIP, the EIP, change in control agreements with each of its named executive officers, and our CEO’s Employment Agreement. Any actual payments that may be made pursuant to the arrangements described above are dependent on various factors, which may or may not exist at the time a termination of employment or change in control actually occurs. For a discussion of the benefits received by Messrs. Poneman, Strawbridge and Scott upon their departures from the Company, see “Compensation, Discussion and Analysis — Severance and Change in Control Agreements” above.

  64. Potential Payments Upon Termination or Change in Control at Fiscal Year-End December 31, 2023

    Potential Payments Upon Termination or Change in Control at Fiscal Year-End December 31, 2023

  65. Potential Payments Upon Termination or Change in Control at Fiscal Year-End December 31, 2023

    | Name and Principal Position | Voluntary Termination | Retirement(1) | Involuntary Not for Cause Termination | Involuntary For Cause Termination | Involuntary or Good Reason Termination (Change in Control) | Death | Disability | | Kevin J. Harrill | | | | | | | | | Severance Payments(2) | — | — | $540,000 | — | $1,080,000 | — | — | | Equity Awards | | | | | | | | | Retirement Plans | | | | | | | | | 280G Gross-up | | | | | | | | | Continuing Benefits(3) | — | — | $20,100 | — | $40,201 | — | — | | John M.A. Donelson | | | | | | | | | Severance Payments(2) | — | — | $609,935 | — | $1,219,870 | — | — | | Equity Awards | | | | | | | | | Retirement Plans | $1,809,874 | $1,809,874 | $1,809,874 | $1,809,874 | $1,809,874 | $987,792 | $1,809,874 | | 280G Gross-up | | | | | | | | | Continuing Benefits(3) | — | — | $52,429 | — | $104,859 | — | — | | Shahram Ghasemian | | | | | | | | | Severance Payments(2) | — | — | $468,000 | — | $936,000 | — | — | | Equity Awards | | | | | | | | | Retirement Plans | | | | | | | | | 280G Gross-up | | | | | | | | | Continuing Benefits(3) | — | — | $45,659 | — | $91,318 | — | — | | Larry B. Cutlip | | | | | | | | | Severance Payments(2) | — | — | $642,015 | — | $1,284,030 | — | — | | Equity Awards | | | | | | | | | Retirement Plans | $1,398,227 | $1,398,227 | $1,398,227 | $1,398,227 | $1,398,227 | $729,984 | $1,398,227 | | 280G Gross-up | | | | | | | | | Continuing Benefits(3) | — | — | $48,421 | — | $96,843 | — | — |

  66. Potential Payments Upon Termination or Change in Control at Fiscal Year-End December 31, 2023

    (1) Messrs. Donelson and Cutlip, are eligible for an early or normal retirement under the Company’s retirement programs as of December 31, 2023 but have not yet elected to pursue such retirement. (2) In calculating the Severance Payments reflected in the table, the final average bonuses for the NEOs include each executive’s 2023 Plan Year annual incentive bonus. The final average bonuses for Messrs. Cutlip and Donelson were based on the average of any bonuses paid for Plan Years 2023, 2022 and 2021. For Messrs. Harrill and Ghasemian, their 2024 bonus target percentage and current salary were used in this calculation as they were all new to their current positions. LTIP awards are calculated as of December 31, 2023 are also included in the Severance Payments section. Includes (a) the cost of continuation of medical, dental and life insurance benefits for a period of one year following termination of employment in the case of an involuntary not for cause termination; and (b) the cost of continuation of medical, dental, life insurance and disability benefits for a period of two years following termination of employment in the case of a change in control. Amounts vary by executive based on their specific benefit elections.

  67. Pay Ratio Disclosure

    Pay Ratio Disclosure As required under SEC rules, we are disclosing the total annual compensation of our CEO as of December 31, 2023, the median of the total annual compensation of all employees other than our CEO as of December 31, 2023, and the ratio of the total annual compensation of our CEO as of December 31, 2023, to that of our median employee (the “CEO Pay Ratio”). The following CEO Pay Ratio disclosure for fiscal year 2023 is the Company’s reasonable, good faith estimate calculated in accordance with the requirements of Item 402(u) of Regulation S-K and Section 954(6) of the Dodd-Frank Act. In accordance with SEC rules, we used the same median employee in 2023 that we identified in the proxy statement for the 2023 Annual Meeting, as there was not a significant change in the Company’s employee population or in our median employee’s circumstances that the Company reasonably believes would significantly affect its pay ratio disclosure. In order to calculate the CEO Pay Ratio for the year ended December 31, 2023, we identified our median employee in 2022 using the following methodology and material assumptions, adjustments, and estimates: • We selected December 31, 2022 as our identification date for determining the median of the total annual compensation of all employees because it enabled us to make such identification in a reasonably efficient and economic manner. As of that date, we employed approximately 275 individuals, all of whom are employees in the United States. This population consisted of our full-time employees, and part- time employees. We excluded contractors from our analysis. We used a consistently applied compensation measure, comparing the amount of salary or wages, and bonuses as compiled from our payroll records and other internal records. We identified our median employee by consistently applying this compensation measure to all employees included in our employee population base. Such person’s compensation was calculated in accordance with the Summary Compensation Table guidelines. On that basis, the Company has calculated the total annual compensation of our median employee and the CEO pay ratio for the year ended December 31, 2023: The total annual compensation of our median employee was $105,719; • The total annual compensation of our CEO, as reported in the “Summary Compensation Table” included in the section titled “Executive Compensation”, was $5,606,490; and • Based on this information, we reasonably estimate that the ratio of the total annual compensation of our CEO as of December 31, 2023, to the total annual compensation of the median employee was 53 to 1. • After elimination of our former CEO’s severance payments (in the aggregate amount of approximately $3.8 million) from his total annual compensation, we reasonably estimate that the ratio of the total annual compensation of our CEO as of December 31, 2023, to the total annual compensation of the median employee, was 18 to 1.

  68. Pay versus Performance

    Pay versus Performance Under Item 402(v) of Regulation S-K, we must disclose pay-versus performance information for the most recently completed four fiscal years. The following table sets forth the required pay versus performance disclosures in the form of the “total compensation” as reported in the Company’s Summary Compensation Table” for the principal executive officer (“PEO”) and as an average for the other named executive officers.

  69. Pay versus Performance

    | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Compensation Total from Non-PEO NEOs ($) | Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Company- Selected Measure(5) | | | | | | | Total Stockholder Return ($)(3) | Peer Group Total Stockholder Return ($)(4) | | | | 2023 | $1,929,231 | $2,018,108 | $712,272 | $763,342 | $791 | $129 | $84 | $320 | | 2022 | $2,053,876 | $267,187 | $978,537 | $354,454 | $472 | $104 | $52 | $294 | | 2021 | $2,097,289 | $4,604,349 | $1,079,074 | $2,812,351 | $725 | $109 | $175 | $298 | | 2020 | $2,139,517 | $4,991,181 | $1,151,585 | $2,430,721 | $336 | $106 | $54 | $247 |

  70. Pay versus Performance

    (1) Mr. Poneman is included as the PEO, CEO, for 2023, 2022, 2021, and 2020, and excludes his severance payment for 2023. Messrs. Strawbridge, Cutlip, Donelson, Harrill, Scott, and Ghasemian are included in the non-PEO NEO averages for 2023. Messrs. Strawbridge, Cutlip, Donelson, and Scott are included in the non-PEO NEO averages for 2022. Messrs. Strawbridge and Donelson are included in the non-PEO NEO averages for 2021 and 2020. (2) To calculate “compensation actually paid” for our CEO and other NEOs, the adjustments reflected in the table below were made to Summary Compensation Table total pay. (3) Total stockholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each year reported in the table. (4) Our peer group used for the total stockholder return calculation is the S&P Aerospace & Defense Select industry index. Our Company-selected measure, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link compensation actually paid to our named executive officers for 2023 to our Company’s performance is revenue.

  71. Pay versus Performance

    | Year | Deduction for amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for applicable FY | Increase in fair value of awards granted during applicable FY, determined as of applicable FY end | Change in fair value of awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in fair value from prior FY end to applicable FY end | Change in fair value of awards granted during prior FY that vested during prior FY, determined based on change in fair value from prior FY end to vesting date | Reduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for applicable FY | Increase for Service Cost and, if applicable, Prior Service Cost for pension plans | Total adjustments | | PEO | | | | | | | | | 2023 | $(249,923) | $318,462 | $178,310 | $(43,965) | $(114,007) | — | $88,877 | | 2022 | $(249,987) | $240,937 | $(1,136,420) | $(641,219) | — | — | $(1,786,689) | | 2021 | $(250,017) | $338,449 | $2,547,584 | $(128,956) | — | — | $2,507,060 | | 2020 | $(285,941) | $1,209,201 | $1,928,404 | — | — | — | $2,851,664 | | Avg. Other NEOs | | | | | | | | | 2023 | $(67,523) | $86,040 | $56,164 | $(9,143) | $(11,259) | $(3,209) | $51,070 | | 2022 | $(80,484) | $77,570 | $(356,017) | $(265,152) | — | — | $(624,083) | | 2021 | $(59,318) | $80,299 | $1,267,891 | $444,406 | — | — | $1,733,277 | | 2020 | $(67,837) | $286,873 | $1,222,003 | — | — | $(161,902) | $1,279,136 |

  72. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The charts below illustrate, for the past three fiscal years, the relationship between compensation actually paid to the CEO, the average compensation actually paid to the other NEOs and the financial metrics disclosed in the Pay versus Performance Table.