DEF 14A of Centrus Energy Corp, Apr 25, 2025

DEF 14A of Centrus Energy Corp

Filed Apr 25, 2025 · FY20240001104659-25-039220

Open on EDGAR

  1. BOARD NOMINEES(1)

    BOARD NOMINEES(1)

  2. BOARD NOMINEES(1)

    | Name | Age | Director Since | Principal Occupation | Independent | EC | AFC | CNGC | TCRC | CRC | | Mikel H. Williams | 68 | 2013 | Chief Executive Officer, Targus International LLC | X | X | | | | | | Kirkland H. Donald | 71 | 2021 | Chairman, HII, Inc. | X | | X | X | X | | | Tina W. Jonas | 65 | 2020 | Private Investor | X | X | X | X | | | | William J. Madia | 77 | 2008 | Vice President emeritus, Stanford University | | X | | | X | X | | Stephanie O’Sullivan | 65 | 2024 | Former Principal Deputy Director, Office of National Intelligence | X | | | | | X | | Ray A. Rothrock | 70 | 2024 | Professional Venture Investor and Director | X | | X | | | X | | Amir V. Vexler | 52 | 2024 | President and Chief Executive Officers, Centrus | | X | | | | |

  3. BOARD NOMINEES(1)

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

  4. BOARD NOMINEES(1)

    Mr. Brad Sawatzke has not been nominated to stand for reelection due to personal demands and accordingly, his term will expire immediately upon conclusion of the 2025 Annual Meeting. The Board will appoint a third director to the CNGC and the TCRC concurrent with Mr. Sawatzke’s end of service. (This page has been left blank intentionally.)

  5. BOARD NOMINEES(1)

    | QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING | 2 | | PROPOSAL 1. ELECTION OF DIRECTORS | 7 | | NOMINEES FOR DIRECTOR | 8 | | OTHER DIRECTOR | 12 | | GOVERNANCE OF THE COMPANY | 13 | | Governance Information | 13 | | Our Governance Guidelines | 13 | | Executive Sessions of Non-Management Directors | 13 | | Communications with the Board of Directors | 13 | | Director Independence | 13 | | Criteria for Board Membership | 13 | | Director Nominations by Stockholders | 14 | | Board Leadership Structure and Role in Risk Oversight | 15 | | Code of Business Conduct | 15 | | Transactions with Related Persons | 16 | | Stock Ownership Policies | 16 | | Corporate Governance Information | 16 | | Board and Committee Membership | 16 | | Audit and Finance Committee | 17 | | Compensation, Nominating & Governance Committee | 18 | | Compensation, Nominating & Governance Committee Interlocks and Insider Participation | 19 | | Technology, Competition and Regulatory Committee | 19 | | Cyber Risk Committee | 19 | | Executive Committee | 20 | | Compensation of Directors | 20 | | Non-Employee Director Compensation Arrangement | 20 | | Non-Employee Director Compensation for Fiscal Year 2024 | 21 | | Our Executive Officers | 22 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 | | Security Ownership of Directors, Director Nominees and Executive Officers | 24 | | Security Ownership of Certain Beneficial Owners | 25 | | COMPENSATION DISCUSSION & ANALYSIS | 26 | | Executive Summary | 26 | | Setting Executive Compensation | 29 | | Elements of Executive Compensation | 30 | | Indirect Compensation | 34 | | Stock Ownership Policies | 35 | | Tax and Accounting Treatments of Elements of Compensation | 35 | | Recovery of Incentive Compensation | 35 | | Hedging and Pledging Prohibitions | 36 | | Risk Assessment of the Compensation Programs | 36 |

  6. BOARD NOMINEES(1)

    | COMPENSATION, NOMINATING & GOVERNANCE COMMITTEE REPORT | 37 | | Summary Compensation Table – Fiscal Years 2022 – 2024 | 38 | | CEO Employment Agreement | 41 | | Outstanding Equity Awards at Fiscal Year End December 31, 2024 | 41 | | Potential Payments Upon Termination or Change in Control | 43 | | Payments Made Upon Termination | 43 | | Potential Payments Made Upon a Change in Control | 43 | | Payments upon Termination | 43 | | Equity Compensation Plan Information | 45 | | PROPOSAL 2. ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION | 50 | | PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 51 | | Audit and Non-Audit Fees | 52 | | OTHER MATTERS | 53 | | Delinquent Section 16(a) Reports | 53 | | AUDIT AND FINANCE COMMITTEE REPORT | 53 | | DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER INFORMATION | 54 | | Date for Submission of Stockholder Proposals | 54 | | Other Matters | 54 |

  7. PROPOSAL 1. ELECTION OF DIRECTORS

    PROPOSAL 1. ELECTION OF DIRECTORS The current structure of our Board of Directors (the “Board”) consists of eight directors 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.” Mr. Brad Sawatzke has not been nominated to stand for reelection due to personal demands and accordingly, his term will expire immediately upon conclusion of the 2025 Annual Meeting. Effective as of the Annual Meeting, the size of the Board will be adjusted to comprise of seven directors elected by the holders of Centrus Class A common stockholders and one director elected by the holders of Centrus Class B common stock. Accordingly, at the Annual Meeting, with the departure of Mr. Sawatzke from the Board, seven directors are to be elected to hold office until the 2026 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. Each nominee is currently serving as a director of the Company. 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 provided certain services to the Company in August 2022 as further described below, satisfies the NYSE American LLC’s (“NYSE American”) definition of an independent director. In November 2022, the Board approved the engagement of Dr. Madia to act as capture manager for the Company in coordinating the Company’s response to a Request for Proposal related to the completion and operation of the demonstration cascade for the production of high-assay, low-enriched uranium. As consideration for such position, the Board approved a one-time equity award to Dr. Madia which had a value of $388,000. With the Board’s approval, Dr. Madia continued to serve as the capture manager for the Company’s responses to the DOE’s November 28, 2023 and January 9, 2024 Requests for Proposal relating to its high-assay, low-enriched uranium Availability Program. Although the Board has not yet determined the consideration to be provided to Dr. Madia as capture manager for these services, the Board does not anticipate that the consideration, if any, for these services will equal or exceed $120,000. As a result of Dr. Madia’s services to the Company, the Board does not currently consider him to be an independent director but intends to revisit Dr. Madia’s independence in August 2025. 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 68 | | | 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 71 | | | Admiral Donald served as a nuclear trained submarine officer for 37 years, achieving the rank of Admiral. Admiral 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 board of Battelle, a technology research and development non-profit company as Chairman and member of the Audit Committee. 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

    | | Tina W. Jonas | Director since 2020 Age 65 | | | 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 our Company, she currently serves on the board of Leidos Holdings, Inc. (NASDAQ: LDOS), Virgin Galactic Holdings, Inc. (NASDAQ: SPCE), 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. | |

  13. Incumbent Director Nominees

    | | William J. Madia | Director since 2008 Age 77 | | | 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 Department of Energy 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. | |

  14. Incumbent Director Nominees

    | | Stephanie O’Sullivan | Director since 2024 Age 65 | | | Ms. Stephanie O’Sullivan served as the Principal Deputy Director of National Intelligence at Office of the Director of National Intelligence from February 2011 — January 2017. Ms. O’Sullivan focused on the operations of the Office of the Director of National Intelligence and the Intelligence Community (IC), as well as IC integration initiatives and resource challenges. Before this assignment she served as the Associate Deputy Director of the Central Intelligence Agency (CIA) where she worked with the Director and Deputy Director in the overall leadership of the Agency, with emphasis on day-to-day management of the organization. Prior to becoming Associate Deputy Director of the CIA, Ms. O’Sullivan for four years led the CIA’s Directorate of Science and Technology (DS&T) — the part of the CIA responsible for developing and deploying innovative technology in support of intelligence collection and analysis. In her career, she held various management positions in the CIA’s DS&T, where her responsibilities included systems acquisition and research and development in fields ranging from power sources to biotechnology. Ms. O’Sullivan joined the CIA in 1995 after working for the Office of Naval Intelligence and TRW Inc. After retiring in 2017, Ms. O’Sullivan has served on a number of corporate and advisory boards, charitable foundations, and academic organizations continuing to focus on national security, research and STEM education. In recommending the election of Ms. O’Sullivan, the Board considered the following key competencies: cybersecurity experience, government and national security experience; technology development experience and executive and management experience. | |

  15. Incumbent Director Nominees

    | | Ray A. Rothrock | Director since 2024 Age 70 | | | 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, Venrock. For 25 years he was an 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., 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. | |

  16. Incumbent Director Nominees

    | | Amir V. Vexler | Director since 2024 Age 52 | | | Mr. Vexler began serving as our President and Chief Executive Officer and as a member of our Board on January 1, 2024, after serving as Special Advisor to the Board beginning on December 4, 2023. 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, 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. | |

  17. OTHER DIRECTOR

    OTHER DIRECTOR

  18. Investor-Designated Director

    Investor-Designated Director As of April 25, 2025, 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:

  19. Investor-Designated Director

    | | Tetsuo Iguchi | Director since 2017 Age 58 | | | 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). | |

  20. Compensation of Directors

    Compensation of Directors

  21. 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 2024-2025 term, the Board approved the following compensation structure for non-employee directors:

  22. Non-Employee Director Compensation Arrangement

    | Form of Compensation | Amount | | Board annual cash retainer(1) | $72,000 | | Restricted stock unit grant(2) | $130,000(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 | | Cyber Risk Committee | $15,000 | | Each committee or subsidiary’s board membership annual cash retainer(4) | $10,000 |

  23. Non-Employee Director Compensation Arrangement

    (1) Paid in four equal installments of $18,000 on or before June 30, 2024, September 30, 2024, December 31, 2024, and March 31, 2025. (2) RSUs were granted on June 20, 2024, based on the closing price of our Class A common stock on the day of grant ($42.63) and vest and settle on June 20, 2025. (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, 2024, September 30, 2024, December 31, 2024, and March 31, 2025. No retainer is paid for service on the Executive Committee. (5) While the Board approved RSUs in the amount of $130,000, the actual amount granted to each director was $129,978.87 based on the closing price of our Class A common stock on the day of grant ($42.63). All non-employee directors are reimbursed for any reasonable expenses incurred in connection with their duties as directors of the Company. Mr. Vexler, our 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. Vexler and our Investor-Designated Director are, however, each eligible to receive reimbursement of expenses in connection with their service on the Board.

  24. Non-Employee Director Compensation for Fiscal Year 2024

    Non-Employee Director Compensation for Fiscal Year 2024

  25. Non-Employee Director Compensation for Fiscal Year 2024

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Kirkland H. Donald | $112,000 | $129,978.87 | — | $241,978.87 | | Tina W. Jonas | $107,000 | $129,978.87 | — | $236,978.87 | | William J. Madia | $142,000 | $129,978.87 | — | $271,978.87 | | Stephanie O’Sullivan(3) | $41,950 | $113,616.00 | — | $155,566.00 | | Ray A. Rothrock | $72,750 | $129,978.87 | — | $202,728.87 | | Bradley J. Sawatzke | $92,000 | $129,978.87 | — | $221,978.87 | | Mikel H. Williams | $178,250 | $129,978.87 | — | $308,228.87 |

  26. Non-Employee Director Compensation for Fiscal Year 2024

    (1) The Investor-Designated Director does not receive director compensation. Mr. Vexler also does not receive director compensation. Mr. Vexler’s compensation as our 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 2024, 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, 2024. In accordance with SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (3) Ms. O’Sullivan’s director compensation reflects RSUs granted on August 6, 2024, based on the closing price of our Class A common stock on the day of grant ($36.00) and pro-rated based on her first day of service on August 6, 2024. The RSUs vest and settle on June 20, 2025. The amounts shown in the Stock Awards column above as of December 31, 2024, 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:

  27. Non-Employee Director Compensation for Fiscal Year 2024

    | Name | Grant Date | Number of Restricted Stock Units | Grant Date Fair Value ($) | | Kirkland H. Donald | 06/20/24 | 3,049 | 129,978.87 | | Tina W. Jonas | 06/20/24 | 3,049 | 129,978.87 | | William J. Madia | 06/20/24 | 3,049 | 129,978.87 | | Stephanie O’Sullivan | 08/06/24 | 3,156 | 113,616.00 | | Ray A. Rothrock | 06/20/24 | 3,049 | 129,978.87 | | Bradley J. Sawatzke | 06/20/24 | 3,049 | 129,978.87 | | Mikel H. Williams | 06/20/24 | 3,049 | 129,978.87 |

  28. 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 Amir Vexler, our President and CEO, there were no employment agreements with our executives during 2024. • 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. In 2024, the Board formed the Cyber Risk Committee to oversee risks as they relate to cybersecurity policies, procedures and plans and their effectiveness.

  29. Effect of 2024 Performance on NEO Compensation

    Effect of 2024 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 decision made by the CN&G Committee to award annual incentives based on achieving 167% of the goals. Further, the long-term equity incentive directly ties the compensation of executives to stockholder returns. At target, approximately 54% of the total compensation of our executives is “at risk” and related directly to the performance of the Company.

  30. Executive Transitions 2024/2025

    Executive Transitions 2024/2025 Chief Executive Officer On November 20, 2023, the Company announced the transition of the CEO from Daniel B. Poneman to Mr. Vexler effective January 1, 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 a Department of Energy Q security clearance which he satisfied and his continued employment. For more information regarding the impact of the transition arrangement on Mr. Vexler, including a summary of the terms of Mr. Vexler’s employment agreement, please see “Executive Compensation — CEO Employment Agreement” in the discussion of executive compensation. Senior Vice President, Field Operations In October 2024, Larry B. Cutlip, Senior Vice President, Field Operations of the Company provided notice that he will retire his position at the Company effective July 31, 2025, after more than 44 years of service.

  31. Other Changes Made to the Compensation Program for 2025

    Other Changes Made to the Compensation Program for 2025 With the exception of the update to the Company’s Executive Severance Plan described below under “Severance and Change in Control Agreements,” the compensation program for 2025 is consistent in material respects with 2024. Annual corporate goals were established and again for 2025, the long-term incentive plan is based entirely on equity and included a performance-based threshold which must be met to receive payment.

  32. 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-based equity 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. • 2024 annual incentive payouts were above target due to achieving or exceeding pre-defined performance goals. | | Compensation opportunities should be market competitive. | • Compensation and benefits programs are designed to provide competitive compensation relative to the relevant labor markets for our executives while maintaining fiscal responsibility for our stockholders. • Target total direct opportunity compensation is intended to approximate the 50th percentile of the market. • Individual executives may be positioned above or below the 50th percentile, as appropriate, based on a combination of factors such as criticality of the role, market demand, individual performance and/or retention risk, among others. |

  33. Compensation Philosophy and Objectives

    | Objective | How We Implement Our Objectives | | Compensation and benefits programs should encourage short-term and long-term retention. | • Our compensation and benefits programs are intended to encourage retention and reward continuity of service, which is particularly important due to the unique skill sets of our executives. |

  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 2024, WTW worked closely with the CN&G Committee and regularly attended the CN&G Committee meetings and met with the CN&G Committee in executive session. In 2024, 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 2024. The CN&G Committee, in hiring and retaining WTW in 2024, 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/or (2) general industry companies with comparable revenues through published survey data.

  36. 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 2024 except for Mr. Cutlip whose base salary was increased to $355,000 as approved by the CN&G Committee in March 2024. Base salaries for 2024 were as follows: Amir Vexler: $810,000; John M.A. Donelson: $355,856; Kevin J. Harrill: $300,000; 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 typically considers the effects on other elements of total compensation.

  37. Executive Incentive Plans

    Executive Incentive Plans The Company’s 2014 Equity Incentive Plan, as amended and restated from time to time (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. Beginning in 2019, the CN&G Committee has adopted an annual Executive Incentive Plan (each an “EIP”) for the then current year, each of which is a sub-plan adopted under and subject to the terms of the 2014 Plan. The initial 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. As a result, the CN&G Committee transitioned the EIP so that the long-term incentive programs are based entirely on equity denominated awards, to a compensation program that better aligns management incentives with the creation of stockholder value. Since 2022, each EIP has provided for (1) an annual cash incentive award (“Annual Award”) and (2) a long-term incentive program (“LTIP”) consisting of performance-based equity awards utilizing overlapping three-year performance periods and minimum vesting requirements. The CN&G Committee continues to evaluate the compensation program to ensure it provides meaningful incentives aligned with stockholder interests. Participants in each 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 prior to 2025, adjustments set forth in applicable grant agreements related to a participant’s death, disability, retirement, termination by the Company without cause, or other termination. Beginning with the 2025 EIP, the vesting of the LTIP awards no longer accelerates upon death, disability, retirement, termination by the Company without cause, or other termination. 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 2024 Annual Awards In 2024, 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 2024, 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 2024, our CEO reviewed the achievements of the Corporate Goals and recommended to the CN&G Committee a proposed level of performance that was achieved for 2024. The payment for a participant therefore would be equal to: In February 2025, our CN&G Committee reviewed the performance of the Company against the 2024 Corporate Goals and determined that the Annual Awards would be paid at 167% of the target level for the “Corporate Goals Achievement Percentage.” The 2024 Annual Awards were paid in February 2025 following the CN&G Committee’s certification. The amounts of the Annual Award based on 2024 Corporate Goals paid to each named executive officer for 2024 are included in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.” The following table provides a summary of the 2024 Corporate Goals for the 2024 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 167% of the target level.

  38. Centrus Energy Corp. 2024 Corporate Goals

    | Goal | Minimum Threshold (50% payout graded ) — Target (100% payout) — Max (up to 200% payout graded) | Achievement Versus Target | Score for Goal Category | | 1. Manage remaining firm supply to maximize revenues, gross profit, and create a strong platform to position Centrus for enrichment production. (Weight = 35%) | Implementing contracts supporting revenues of $325MM for threshold — $342MM for target — $360MM for maximum | Exceeded Target: • $349.9MM of revenue • Achievement 144% | Overall Goal 1 performance: 176% of target (weighted average: 62%) | | | Originate $160MM for threshold — $200MM for target — $240MM for maximum of new LEU business with minimum target gross margin on new SWU sales | Achieved Maximum: • $260.60MM with minimum target gross margin • Achievement 200% | | | 2. Safely and compliantly make meaningful progress towards reestablishing Centrus as an enricher (producer) (Weight = 25%) | Submit compliant bid for threshold — Awarded a DOE HALEU Program Award for target or Awarded two DOE HALEU Program Award to earn maximum | Achieved Maximum: • DOE awarded both HALEU contracts as well as the LEU RFP • Achievement 200% | Overall Goal 2 performance: 160% of target (weighted average: 40%) | | | 250K hours without OSHA DART for threshold — 300K hours without DART for target — 400K hours without DART for maximum | Achieved Maximum: • Through end of 2024, maintained 502K hours without a DART • Achievement 200% | |

  39. Centrus Energy Corp. 2024 Corporate Goals

    | Goal | Minimum Threshold (50% payout graded ) — Target (100% payout) — Max (up to 200% payout graded) | Achievement Versus Target | Score for Goal Category | | | Technical Solutions segment generates revenue of $95.8MM or generate $88.8MM with $7MM of non HALEU orders for threshold | Failed to Achieve Threshold: • Revenue was $92.1 MM • Achievement 0% | | | 3. Achieve financial goals and maintain corporate structure (Weight = 40%) | Achieve revenue of $421MM — $439MM — $467MM | Exceeded Target: • Achieved revenue of $442MM. • Achievement 111% | Overall Goal 3 performance: 165% of target (weighted average: 66%) | | | Achieve cash balance of $186MM — $207MM — $228MM excluding capital raise and balance sheet initiatives | Achieved Target: • Achieved end of year cash balance of $226.4MM excluding capital raise of $57MM on ATM $389MM in Convertible debt. • Achievement 192% | | | | Achieve net income of $44MM — $55MM — $65MM excluding pension benefit annual evaluation | Achieved Maximum: • Achieved net income of $72.1MM excluding pension evaluation • Achievement 200% | |

  40. Centrus Energy Corp. 2024 Corporate Goals

    Weighted average score for the 2024 Annual Plan was 167%. 2025 Annual Awards On March 4, 2025, the CN&G Committee determined that each participant would be eligible to receive an Annual Award, payable in cash, if certain corporate goals are met in 2025, with a potential payout in 2026. The potential actual Annual Award will be subject to, and based upon, the level of achievement of the applicable corporate goals. Following the end of 2025, our CEO will review the achievements of the corporate goals and recommend to the CN&G Committee a proposal level of performance that was achieved for 2025. Long Term Incentive Awards 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 February 2025, 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 on the vesting date. 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. 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 unit 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 awards to each named executive officer for the 2024 – 2026 performance period are included in the Summary Compensation Table in the column labeled “Stock Awards” with regard to the 2024 fiscal year. 2025 – 2027 Long Term Incentive Program On February 5, 2025, the CN&G Committee approved the 2025 LTIP awards covering a performance period 2025 through 2027, with a potential payout in 2028. The 2025 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 unit 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.

  41. Severance and Change in Control Agreements

    Severance and Change in Control Agreements Severance Agreements A description of the Centrus Energy Corp. Executive Severance Plan that was in effect during 2024 is described below under “Potential Payments Made Upon Termination.” On March 5, 2025, the Board approved certain revisions to the Centrus Energy Corp. Executive Severance Plan. Under the revised Executive Severance Plan, if a covered executive is terminated by the Company without cause, he or she is eligible to receive (a) a lump sum cash severance amount described below; and (b) medical and dental coverage for one year after termination (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 revised Executive Severance Plan upon an involuntary termination outside of a change in control consist of one times the executive’s base salary and, at the discretion of the CEO and CN&G Committee, a pro rata performance bonus. Mr. Vexler does not participate in the Executive Severance Plan because his employment agreement includes severance provisions, as described under the “Executive Compensation — CEO Employment Agreement” below. 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.

  42. 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.

  43. Summary Compensation Table — Fiscal Years 2022 – 2024

    Summary Compensation Table — Fiscal Years 2022 – 2024 The following table sets forth information regarding the compensation for fiscal years 2022 through 2024, as applicable, awarded to, earned by, or paid to the principal executive officer of the Company, the principal financial officer of the Company, and the three other most highly compensated executive officers of the Company during 2024 serving as executive officers at December 31, 2024, together, the named executive officers.

  44. Summary Compensation Table — Fiscal Years 2022 – 2024

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards(1)(2)(10) | 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) | Total | | Amir Vexler President and CEO | 2024 | $810,000 | — | $1,358,200 | — | $1,352,700 | — | $24,953 | $3,545,853 | | Kevin J. Harrill Senior Vice President, Chief Financial Officer, and Treasurer | 2024 | $300,000 | — | $100,000 | — | $400,800 | — | $20,995 | $821,795 | | | 2023 | $264,616 | — | $83,308 | — | $215,888 | — | $19,326 | $583,138 | | John M.A. Donelson Senior Vice President, Sales and Chief Marketing Officer | 2024 | $355,865 | — | $118,622 | — | $461,085 | — | $49,599 | $985,171 | | | 2023 | $355,865 | — | $118,578 | — | $230,601 | — | $45,342 | $750,386 | | | 2022 | $355,865 | — | $118,624 | — | $272,557 | — | $39,411 | $786,457 | | Shahram Ghasemian Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2024 | $260,000 | — | $86,667 | — | $321,760 | — | $31,869 | $700,296 | | | 2023 | $251,320 | — | — | — | $105,777 | — | $18,288 | $375,385 | | Larry B. Cutlip Senior Vice President, Field Operations | 2024 | $355,000 | — | $118,333 | — | $474,280 | — | $43,918 | $991,531 | | | 2023 | $320,000 | — | $106,622 | — | $276,480 | $19,253 | $41,667 | $764,022 | | | 2022 | $320,000 | — | $106,661 | — | $326,784 | — | $42,409 | $795,854 |

  45. Summary Compensation Table — Fiscal Years 2022 – 2024

    (1) The amount shown in the Stock Awards column for 2024 with respect to Mr. Vexler includes: (a) the grant date fair value of 20,000 restricted stock units granted on January 1, 2024, based on the closing price of our Class A common stock on December 29, 2023 ($54.41), which vest annually at the rate of 4,000 RSUs on each December 4th following the grant date continuing through December 4, 2028, subject to his continued employment, and the condition relating to his obtaining Department Energy Q security clearance which was satisfied and (b) the grant date fair value of 6,982 performance-based restricted stock units granted under the 2014 Plan, based on the closing price of our Class A common stock on the date of grant ($38.67), which vest on March 13, 2027, subject to satisfaction of the applicable performance metric and continued employment. (2) The amounts shown, for the other NEOs other than Mr. Vexler, in the Stock Awards column for 2024 include the grant date fair value of 2,586, 3,068, 2,241 and 3,060 performance-based restricted stock units granted to Messrs. Harrill, Donelson, Ghasemian and Cutlip, respectively, under the 2014 Plan, based on the closing price of our Class A common stock on the date of grant ($38.67), which vest on March 13 2027 subject to satisfaction of the applicable performance metric and continued employment. (3) Amounts shown for 2024 in the Non- Equity Incentive Plan Compensation column include amounts earned in 2024 and paid in February 2025, with respect to their 2024 Annual Awards based on the CN&G Committee’s evaluation of the Company’s 2024 performance against the 2024 Corporate Goals. Mr. Donelson participates 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 2024 was a decrease for Mr. Donelson and thus was not required to be disclosed under Item 402(c)(2)(viii) of Regulation S-K. For Mr. Vexler, the amount shown in the All Other Compensation column for 2024 includes $24,150 in Company matching contributions made under the Centrus 401(k) plan and $803 in life insurance premiums paid by the Company. (6) For Mr. Harrill, the amount shown in All Other Compensation column for 2024 includes $20,192 in Company matching contributions made under the Centrus 401(k) plan and $803 in life insurance premiums paid by the Company. (7) For Mr. Donelson, the amount shown in the All Other Compensation column for 2024 includes $24,150 in Company matching contributions made under the Centrus 401(k) plan and $25,449 in life insurance premiums paid by the Company. (8) For Mr. Ghasemian the amount shown in the All Other Compensation column for 2024 includes $18,200 in Company matching contributions made under the Centrus 401(k) plan and$13,669 in life insurance premiums paid by the Company. (9) For Mr. Cutlip, the amount shown in the All Other Compensation column for 2024 includes $19,296 in Company matching contributions made under the Centrus 401(k) plan and $24,622 in life insurance premiums paid by the Company. The grant date fair value of the stock awards were computed in accordance with FASB 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, 2024. In accordance with SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

  46. Grants of Plan-Based Awards Table — Fiscal Year 2024

    Grants of Plan-Based Awards Table — Fiscal Year 2024 The following table sets forth information regarding the grants of equity and incentive plan-based awards for fiscal year 2024, awarded to the Company’s named executive officers.

  47. Grants of Plan-Based Awards Table — Fiscal Year 2024

    | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payments under equity incentive 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 ($) | | | | | | Amir Vexler President and CEO | 3/13/24 | — | — | — | — | $270,000 | — | 6,982 | — | — | $270,000 | | | | $405,000 | $810,000 | $1,620,000 | | | | | | | | | Kevin J. Harrill Senior Vice President, Chief Financial Officer, and Treasurer | 3/13/24 | — | — | — | — | $100,000 | — | 2,586 | — | — | $100,000 | | | | $150,000 | $240,000 | $480,000 | | | | | | | | | John M.A. Donelson Senior Vice President, Sales and Chief Marketing Officer | 3/13/24 | — | — | — | — | $118,622 | — | 3,068 | — | — | $118,662 | | | | $177,500 | $284,000 | $568,000 | | | | | | | | | Shahram Ghasemian Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 3/13/24 | — | — | — | — | $86,667 | — | 2,241 | — | — | $86,667 | | | | $130,000 | $208,000 | $416,000 | | | | | | | | | Larry B. Cutlip Senior Vice President, Field Operations | 3/13/24 | — | — | — | — | $118,333 | — | 3,060 | — | — | $118,333 | | | | $177,500 | $284,000 | $568,000 | | | | | | | |

  48. Grants of Plan-Based Awards Table — Fiscal Year 2024

    (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 2024 performance, as described under “Overview of 2024 Performance — Executive Incentive Plans — Annual Awards, 2024 Annual Awards.” Based on fair value price per share of $38.67 in 2024 for the recipients.

  49. Outstanding Equity Awards at Fiscal Year End December 31, 2024

    Outstanding Equity Awards at Fiscal Year End December 31, 2024 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, 2024. The awards shown in the table below were granted under the 2014 Plan (or a sub-plan thereof).

  50. Outstanding Equity Awards at Fiscal Year End December 31, 2024

    | | | | 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) | | Amir Vexler | — | — | — | — | — | — | 22,982 | $1,530,831 | | John M.A. Donelson | — | — | — | — | — | — | 9,365 | $623,803 | | Larry B. Cutlip | — | — | — | — | — | — | 8,722 | $580,972 | | Kevin J. Harrill | — | — | — | — | — | — | 7,010 | $466,936 | | Shahram Ghasemian | — | — | — | — | — | — | 2,241 | $149,273 |

  51. Outstanding Equity Awards at Fiscal Year End December 31, 2024

    The market value of the unvested restricted stock units is computed based on the $66.61 closing price per share of our Class A common stock on the NYSE American on December 31, 2024.

  52. Option Exercises and Stock Vested for Fiscal Year 2024

    Option Exercises and Stock Vested for Fiscal Year 2024

  53. Option Exercises and Stock Vested for Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name and Principal Position | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Amir Vexler President and CEO | — | — | 4,000 | $306,200 | | Kevin J. Harrill Senior Vice President, Chief Financial Officer, and Treasurer | — | — | — | — | | John M.A. Donelson Senior Vice President, Sales and Chief Marketing Officer | — | — | 3,278 | $126,760 | | Shahram Ghasemian Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | — | — | — | — | | Larry B. Cutlip Senior Vice President, Field Operations | — | — | 2,947 | $113,960 |

  54. Option Exercises and Stock Vested for Fiscal Year 2024

    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 2024.

  55. Pension Benefits for Fiscal Year 2024

    Pension Benefits for Fiscal Year 2024 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, 2024.(1)

  56. Pension Benefits for Fiscal Year 2024

    | Name and Principal Position | Plan name | Number of years credited service (#) | Present value of accumulated benefit ($) | Payments during last fiscal year ($) | | Amir Vexler 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 | | John M.A. Donelson Senior Vice President, Sales and Chief Marketing Officer | Centrus Pension Plan | 29.5 | $661,450 | — | | | Pension Restoration Plan | 29.5 | $954,258 | — | | Shahram Ghasemian Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 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 | N/A | N/A | N/A |

  57. Pension Benefits for Fiscal Year 2024

    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. Mr. Donelson is in the Centrus Pension Plan, and in the PRP Plan. Mr. Donelson currently qualifies for early retirement under the Company’s retirement programs, as applicable, but has not yet retired. Our retirement programs generally have a normal retirement age of 65.

  58. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of the NEOs participated in the nonqualified deferred compensation plan for fiscal year 2024.

  59. Potential Payments Made Upon Termination or Change in Control

    Potential Payments Made Upon Termination or Change in Control Payments Made Upon Termination Under the Centrus Energy Corp. Executive Severance Plan that was in effect in 2024, if a covered executive left the Company without cause, he or she was 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 (or until he or she receives similar coverage from a subsequent employer, whichever occurs first) and outplacement assistance services. Under the Executive Severance Plan that was in effect in 2024, cash severance payments upon an involuntary termination of a named executive officer outside of a change in control would have been in the amount equal to one times the executive’s base salary. Mr. Vexler’s employment agreement, provides severance benefits, so he does not participate in the Executive Severance Plan. Pursuant to his employment agreement, upon his termination by the Company outside of a change in control other than for cause or disability, or upon his termination with good reason, Mr. Vexler is entitled to (i) cash severance payments in an amount equal to one times his base salary and annual target bonus paid over a twelve month period, and (ii) continued health insurance coverage for 12 months (or until he is no longer eligible for COBRA or becomes eligible for coverage from another employer), each as further described under the “Executive Compensation — CEO Employment Agreement” above. A description of the changes made to the Centrus Energy Corp. Executive Severance Plan in 2025 is described above under “Severance and Change in Control Agreements.”

  60. Payments upon Termination

    Payments upon Termination The table below provides the payments that would have become payable if the NEO had terminated employment as of December 31, 2024, including present value of benefits under the Centrus Energy Corp. Executive Severance Plan, prior to its amendment in 2025, the 2014 Plan, each 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.

  61. Potential Payments Upon Termination or Change in Control at Fiscal Year-End December 31, 2024

    Potential Payments Upon Termination or Change in Control at Fiscal Year-End December 31, 2024

  62. Potential Payments Upon Termination or Change in Control at Fiscal Year-End December 31, 2024

    | 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 | | Amir Vexler | | | | | | | | | Severance Payments(2) | — | — | $1,620,000 | — | $3,240,000 | — | — | | Equity Awards(4) | — | $124,161 | $1,189,921 | — | $1,189,921 | $124,161 | $124,161 | | Retirement Plans | — | — | — | — | — | — | — | | 280G Gross-up | — | — | — | — | — | — | — | | Continuing Benefits(3) | — | — | $22,476 | — | $44,952 | — | — | | Kevin J. Harrill | | | | | | | | | Severance Payments(2) | — | — | $608,344 | — | $1,216,688 | — | — | | Equity Awards(4) | — | $275,432 | $275,432 | — | $275,432 | $275,432 | $275,432 | | Retirement Plans | — | — | — | — | — | — | — | | 280G Gross-up | — | — | — | — | — | — | — | | Continuing Benefits(3) | — | — | $20,616 | — | $41,233 | — | — | | John M.A. Donelson | | | | | | | | | Severance Payments(2) | — | — | $677,279 | — | $1,354,559 | — | — | | Equity Awards(4) | — | $381,209 | $381,209 | — | $381,209 | $381,209 | $381,209 | | Retirement Plans | $1,730,873 | $1,730,873 | $1,730,873 | $1,730,873 | $1,730,873 | $944,960 | $1,730,873 | | 280G Gross-up | — | — | — | — | — | — | — | | Continuing Benefits(3) | — | — | $55,670 | — | $111,339 | — | — | | Shahram Ghasemian | | | | | | | | | Severance Payments(2) | — | — | $473,659 | — | $947,537 | — | — | | Equity Awards(4) | — | $39,832 | $39,832 | — | $39,832 | $39,832 | $39,832 | | Retirement Plans | — | — | — | — | — | — | — | | 280G Gross-up | — | — | — | — | — | — | — | | Continuing Benefits(3) | — | — | $45,659 | — | $91,317 | — | — | | Larry B. Cutlip | | | | | | | | | Severance Payments(2) | — | — | $714,181 | — | $1,428,363 | — | — | | Equity Awards(4) | — | $347,170 | $347,170 | — | $347,170 | $347,170 | $347,170 | | Retirement Plans | — | — | — | — | — | — | — | | 280G Gross-up | — | — | — | — | — | — | — | | Continuing Benefits(3) | — | — | $50,285 | — | $100,570 | — | — |

  63. Potential Payments Upon Termination or Change in Control at Fiscal Year-End December 31, 2024

    (1) Mr. Donelson is eligible for an early or normal retirement under the Company’s retirement programs as of December 31, 2024. Mr. Donelson has not yet elected to pursue such retirement. In calculating the Severance Payments reflected in the table, the final average bonuses for the NEOs include each executive’s 2024 Plan Year annual incentive bonus. The final average bonuses for Mr. Donelson and Mr. Cutlip were based on the average of any bonuses paid for Plan Years 2024, 2023 and 2022. For Messrs. Harrill and Ghasemian, their final average bonuses were based on the average of any bonuses paid for Plan Years 2024 and 2023. For Mr. Vexler, his 2024 bonus target percentage and current salary were used in this calculation as he became our President and CEO in 2024. LTIP awards are not 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. (4) Reflects the value of accelerated vesting of restricted stock units, assuming that performance goals were achieved. In Mr. Vexler’s case, some of his RSUs are conditioned on continuous employment and are not performance based. All RSU awards were valued at the closing price of our Class A common stock on December 31, 2024 of $66.61.

  64. 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, 2024, the median of the total annual compensation of all employees other than our CEO as of December 31, 2024, and the ratio of the total annual compensation of our CEO as of December 31, 2024, to that of our median employee (the “CEO Pay Ratio”). The following CEO Pay Ratio disclosure for fiscal year 2024 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 2024 that we identified in the proxy statement for the 2022 and 2023 Annual Meetings, 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, 2024, 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, 2024: • The total annual compensation of our median employee was $109,229; • The total annual compensation of our CEO, as reported in the “Summary Compensation Table” included in the section titled “Executive Compensation”, was $3,545,853; and • Based on this information, we reasonably estimate that the ratio of the total annual compensation of our CEO as of December 31, 2024, to the total annual compensation of the median employee was 32 to 1.

  65. 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 five 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.

  66. Pay versus Performance

    | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary 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 ($)(3) | Peer Total Stockholder Return ($)(4) | | | | 2024 | $3,545,853 | $2,652,724 | $874,698 | $972,542 | $968 | $160 | $72 | $442 | | 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 |

  67. Pay versus Performance

    (1) Mr. Poneman (our former CEO) is included as the PEO, CEO, for 2023, 2022, 2021, and 2020, and excludes his severance payment for 2023. Mr. Vexler is included as the PEO CEO for 2024. Messrs. Cutlip, Donelson, Harrill, and Ghasemian are included in the non-PEO NEO averages for 2024. Messrs. Philip O. Strawbridge (our former Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer), Cutlip, Donelson, Harrill, Dennis J. Scott (our former Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary), 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. 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 2024 to our Company’s performance is revenue.

  68. 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 | | | | | | | | | 2024 | $(1,358,200) | $465,071 | $0 | $0 | $0 | — | $(893,129) | | 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 | | | | | | | | | 2024 | $(105,906) | $182,428 | $49,968 | $(28,647) | $0 | $0 | $97,843 | | 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 |

  69. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The charts below illustrate, for the past five 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.