DEF 14A of Century Aluminum Co
Filed Apr 25, 2025 · FY20240001552781-25-000153
Table of Contents
| Post-Employment Compensation | 48 | | Potential Payments and Benefits upon Termination or Change-in-Control | 49 | | CEO Pay Ratio Disclosure | 54 | | Pay vs. Performance | 55 | | Proposal No. 4 2025 Century Aluminum Company Incentive Plan | 59 | | OTHER IMPORTANT MATTERS | | | Stock Ownership of Certain Beneficial Owners | 68 | | Stock Ownership of Directors and Executive Officers | 69 | | Delinquent Section 16(a) Reports | 70 | | Insider Trading Policies and Practices | 70 | | Transactions with Related Parties in 2024 | 70 | | Matters Raised at the 2025 Annual Meeting Not Included in This Statement | 71 | | Stockholder Proposals and Director Nominations for the 2026 Annual Meeting | 72 | | Non-GAAP Financial Measures | 73 | | Questions & Answers | 74 | | ANNEX A | | | 2025 Century Aluminum Company Incentive Plan | A-1 |
2024 Executive Compensation Summary
| • | Setting target total compensation at competitive levels compared to our peers while using annual and long-term incentive compensation to reward and motivate exceptional performance; |
2024 Executive Compensation Summary
| • | Allocating a significant portion of each named executive officer’s (“NEO”) compensation to “at risk” compensation, the ultimate payouts or value of which are substantially dependent on the successful achievement of predetermined performance goals or linked to the value of our stock price (83% of 2024 target compensation was “at risk” for our CEO and on average 67% for our other NEOs); |
2024 Executive Compensation Summary
| • | Linking payouts under a large portion of our long-term incentive awards to the Company’s TSR relative to our Industry Peer Group (60% of the 2024 target value of long-term incentive awards for our CEO and 50% on average for our other NEOs); and |
2024 Executive Compensation Summary
| • | Linking payouts under our annual incentive awards to the achievement of pre-established financial, safety and operational performance targets (70% weighting) and individual performance criteria for each NEO (30% weighting). |
2024 Executive Compensation Summary
| • | Performance at 106% of target under the financial, operational and safety metrics component of our 2024 Annual Incentive Plan (AIP) reflecting strong operational performance and management execution. |
2024 Executive Compensation Summary
| • | The vesting of our 2022-2024 performance share units (“PSUs”) at 145.6% of target, reflecting superior relative TSR performance compared to our 2024 Industry Peer Group due, in part, to realization of the long-term benefits of the Company’s strategic plan. |
2024 Executive Compensation Summary
| * Target Value includes: annualized 2024 salary of $915,000; target annual incentive of $1,052,250 and target LTI grant of $3,385,500 for a total Target Value of $5,352,750. Target Value excludes our CEO’s final 2024 installment of his 2021 CEO promotion award as further described herein. |
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 4 |
2024 Executive Compensation Summary
The Board, upon the recommendation of the Governance and Nominating Committee, has nominated the following director nominees to stand for election to the Board for a one-year term: JARL BERNTZEN, JENNIFER BUSH, JESSE GARY, ERROL GLASSER, WILHELM VAN JAARSVELD, ANDREW MICHELMORE and TAMLA OLIVIER. Each of these nominees has indicated his or her willingness to serve if elected and the Board has no reason to believe that he or she will not be available to serve.
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 6 |
2024 Executive Compensation Summary
Board Composition and Skills The Governance and Nominating Committee solicits recommendations for potential Board nominees from a variety of sources, including directors, officers and other individuals with whom the Governance and Nominating Committee members are familiar, through its own research, third-party consultants and search firms. The Governance and Nominating Committee also considers nominees recommended by stockholders who submit such recommendations in writing to our Corporate Secretary. The following table summarizes certain key characteristics of the Company’s businesses and the associated qualifications, skills and experience that the Governance and Nominating Committee believes should be represented on the Board.
2024 Executive Compensation Summary
| Business Characteristics | Qualifications, Skills and Experience | | The Company operates and competes in a global commodity market for primary aluminum | • Mining and Metals Industry Experience • Aluminum Industry Experience | | Demand for the Company’s products is directly tied to global economic conditions and is heavily influenced by global commodity, energy, construction, and transportation sectors. | • Experience in the evaluation of global economic conditions. • Knowledge of key global markets, including commodity, energy, and transportation sectors. | | The Company’s business and operations are impacted by global trade and regulatory regimes, as well as policies, rules and requirements of various government and regulatory bodies around the world. | • Government, regulatory and/or international trade experience. | | The Company’s business is complex and includes operations, transactions, partnerships and customers in many jurisdictions. | • Global business knowledge and experience. • Executive and/or other significant leadership experience. | | The Board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage these risks. | • Expertise in audit, tax and global finance. • Risk oversight/management expertise. | | Health, Safety and Environmental performance and sustainable practices are increasingly critical drivers of the Company’s strategic plans for long-term value creation. | • Health, Safety and Environmental and sustainability expertise. • Regulatory and/or compliance experience. • Experience in manufacturing and/or industrial production settings |
2024 Executive Compensation Summary
We are committed to maintaining a balance of skills, diversity, viewpoints and experiences on the Board. Our directors bring a range of attributes, viewpoints and experiences along with opinions and individual perspectives, all of which reflect the global industry in which we compete. In selecting a director nominee, the Governance and Nominating Committee takes into consideration each potential nominee’s unique attributes, experiences and viewpoints but does not nominate a candidate solely on the basis of race, ethnicity, gender, national origin or sexual orientation. The Governance and Nominating Committee focuses on skills, education, experience and leadership qualities that complement and enhance the Board as it oversees our global business.
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 7 |
2024 Executive Compensation Summary
2025 Director Nominees
2024 Executive Compensation Summary
| Committees: Audit (Vice Chair) Compensation (Chair) Governance & Nominating Health, Safety & Sustainability | Jarl Berntzen | | | Age: 58 | Director Since: 2006 | Independent | | | Background: Mr. Berntzen has served as the Chief Corporate Development Officer of Adeia Inc. (NASDAQ: ADEA) since September 2023. He was previously a Managing Director in the Investment Banking Division of Oppenheimer & Co. as Head of Technology M&A from July 2020 to September 2023; the Managing Director and Head of Technology & Business Services with G2 Capital Advisors, LLC from September 2019 to June 2020; Managing Director at Vaquero Capital LLC from June 2018 to April 2019; Senior Director, Cinema Strategic Initiatives at Dolby Laboratories, Inc. from October 2016 to October 2017. Qualifications: Mr. Berntzen has extensive experience in mergers and acquisitions (“M&A”), financial restructurings and corporate development activities, having served in senior M&A advisory positions at several international investment banks and advisory firms, including more than 10 years with Goldman, Sachs & Co. Mr. Berntzen’s financial acumen and expertise, investment banking experience and international M&A experience provides insight to the Board when considering Century’s growth and development objectives. In addition, as a native of Norway, Mr. Berntzen provides international perspective and diversity to the Board. The Board has determined that Mr. Berntzen is an “audit committee financial expert” within the meaning of applicable SEC rules. |
2024 Executive Compensation Summary
| Committees: Audit Compensation Governance & Nominating Health, Safety & Sustainability (Chair) | Jennifer Bush | | | Age: 51 | Director Since: 2021 | Independent | | | Background: Ms. Bush has been with Cummins Inc. (NYSE: CMI) since 1997 and has served as the President, Cummins Power Systems Business, Vice President, Cummins, Inc. since August 2022. Ms. Bush previously served as Vice President, Cummins Sales and Service, North America from 2017 through 2022 and as President, Mid-South LLC and Cummins Southern Plains LLC from 2014 through 2017. Ms. Bush has served as Chair of the Board of Directors of Cummins India, Ltd. (NSE: CUMMINSIND.NS) since November 2023 and a Director since November 2022. Qualifications: Ms. Bush brings 25 years of experience of global P&L, commercial and operational leadership in industrial businesses to the Board along with a strong commitment to health, safety, and sustainability. Ms. Bush’s strategic and operational acumen are an asset to Century as well as her strength as a leader who has embedded sustainability into her business strategy. Ms. Bush brings to the Board a wealth of global business insight and deep expertise in the areas of manufacturing, operational excellence, health and safety and sustainability. |
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 8 |
2024 Executive Compensation Summary
| Committees: Health, Safety & Sustainability | Jesse Gary | | | Age: 45 | Director Since: 2021 | Non-Independent | | | Background: Mr. Gary has served as Century’s President and Chief Executive Officer since July 2021. Prior to becoming President and CEO, Mr. Gary served as Century’s Chief Operating Officer from April 2019 through July 2021 and Executive Vice President and General Counsel from February 2013 through July 2021. Qualifications: Mr. Gary was elected to our Board of Directors in July 2021. Prior to joining Century, Mr. Gary practiced law at Wachtell, Lipton, Rosen & Katz in New York. Mr. Gary brings valuable leadership, risk-management, and strategy-development experience to the Board. Mr. Gary also has extensive knowledge of the aluminum industry and global market conditions and, as the only management representative on our Board, Mr. Gary provides a unique perspective in Board discussions about the business and strategic direction of the Company. The Board benefits from his business insights, operational expertise and knowledge of the Company and the markets it serves. |
2024 Executive Compensation Summary
| Committees: Audit (Chair) Compensation Governance & Nominating Health, Safety & Sustainability | Errol Glasser | | | Age: 71 | Director Since: 2014 | Independent | | | Background: Mr. Glasser serves as a Partner and Co-Founder of Triangle Capital LLC since March 2005; Director of Regency Affiliates, Inc. (OTC Pink: RAFI) since 2002; Trustee of the Darrow School from September 2008 to February 2020. Qualifications: Mr. Glasser adds to the Board extensive expertise in corporate development activities by virtue of his having served in the financial sector for over 40 years. The Board also benefits from Mr. Glasser’s substantial financial, accounting and investment knowledge and from his experiences serving on other boards and audit committees and as an advisor to other public and private companies. In addition, as a native of South Africa, Mr. Glasser provides international perspective and diversity to the Board. Mr. Glasser is a Chartered Accountant (SA) and the Board has determined that he is an “audit committee financial expert” within the meaning of applicable SEC rules. |
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 9 |
2024 Executive Compensation Summary
| Committees: None | Wilhelm van Jaarsveld | | | Age: 40 | Director Since: 2017 | Non-Independent | | | Background: Mr. van Jaarsveld has been an Asset and Investment Manager of the Aluminum and Alumina Department of Glencore plc since July 2017. Prior to this role, Mr. van Jaarsveld was an Asset Controller/Financial Analyst for Glencore plc from July 2012 to June 2017. Qualifications: Mr. van Jaarsveld was appointed to the Board in December 2017 pursuant to the terms of the Standstill and Governance Agreement, dated July 7, 2008, between Century and Glencore plc which entitles Glencore plc to designate a nominee, reasonably acceptable to Century, to the Board. Mr. van Jaarsveld adds valuable expertise to our Board by virtue of his experience as Asset and Investment Manager of the Aluminum and Alumina Department at Glencore plc. In addition, as a Swiss resident and South African native, Mr. van Jaarsveld provides international diversity and perspective to the Board. |
2024 Executive Compensation Summary
| Committees: Audit Compensation Governance & Nominating (Chair) Health, Safety & Sustainability | Andrew Michelmore | | | Age: 72 | Director Since: 2018 | Independent | | | Background: Mr. Michelmore served as the Executive Director and Chief Executive Officer of MMG Limited from December 2010 to February 2017; Chairman of the International Council on Mining and Metals from April 2016 to June 2017; Chairman of the Minerals Council of Australia since January 2023 and previously from June 2013 to June 2016; Chairman of the Council of Ormond College at the University of Melbourne from 2003 to 2020; Chairman of the Jean Hailes Foundation from 1996 to 2024. Qualifications: Mr. Michelmore rejoined the Board in September 2018 after previously serving on the Board from June 2010 through September 2015. Mr. Michelmore adds valuable metals and mining expertise to the Board by virtue of his experience as Chief Executive Officer of MMG Limited and previous experience as Chief Executive Officer of Zinifex, OZ Minerals, EN+ Group and WMC Resources. Mr. Michelmore also adds valuable engineering and international business experience to the Board by virtue of his positions as a Fellow of the Institution of Chemical Engineers and the Australian Academy of Technological Sciences and Engineering and a member of the Business Council of Australia. In addition, as an Australian citizen and having led and operated diversified metals and mining companies in several different countries, Mr. Michelmore provides international diversity and perspective to the Board. The Board has determined that Mr. Michelmore is an “audit committee financial expert” within the meaning of applicable SEC rules. |
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 10 |
2024 Executive Compensation Summary
| Committees: Audit Compensation Governance & Nominating Health, Safety & Sustainability | Tamla A. Olivier | | | Age: 52 | Director Since: 2023 | Independent | | | Background: Ms. Olivier has served as the Senior Vice President and Chief Operating Officer of Pepco Holdings, Inc., a wholly owned subsidiary of Exelon Corporation (NASDAQ: EXC), since November 2021. Prior to this role, Ms. Olivier was the Senior Vice President and Chief Customer Officer of Baltimore Gas & Electric Company (“BGE”) from January 2020 to November 2021; and Senior Vice President of Constellation and President and CEO of BGE Home and Constellation Home from October 2016 to January 2020. Prior to joining Constellation, Ms. Olivier held a series of leadership roles of increasing responsibility with T. Rowe Price, United Defense and Wells Fargo. Qualifications: Ms. Olivier offers extensive experience as a seasoned executive in the utilities sector including direct, operational oversight of a substantial P&L business unit, as well as significant functional expertise in the areas of human resources, sustainability, safety and change management. Ms. Olivier brings to the Board a deep understanding of the U.S. power production industry as well as substantial executive leadership and operational acumen in capital intensive businesses. |
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 11 |
2024 Executive Compensation Summary
Board Leadership and Independent Chairman The Board is responsible for the supervision of the overall business affairs of Century, and establishes corporate policies, sets strategic direction and oversees management, which is responsible for Century’s day-to-day operations. The Board met four times during 2024. There are no family relationships among any of our directors and executive officers. One of the Board’s most critical responsibilities is to evaluate and determine its optimal leadership structure at any given time. Our current Board leadership structure provides for an independent Chairman of the Board. The Board has not adopted a formal policy regarding whether the roles of the Chairman and Chief Executive Officer should be separate or combined but recognizes the value to the Company of the separation of these positions and having an independent director serve as Chairman. We believe that this structure is appropriate for the Company because it allows our independent Chairman to lead the Board in its fundamental role of governing the Company and providing advice to management, while also providing for effective independent oversight and allowing our President and Chief Executive Officer to focus on the execution of our business strategy, growth and development. The Board evaluates whether this leadership structure is in the best interests of our stockholders on a regular basis. Director Independence Nasdaq Global Select Market (“Nasdaq”) rules require that a majority of the board of directors of listed companies be independent as defined by Nasdaq listing standards. The Board has determined that each of Messrs. Michelmore, Berntzen and Glasser and Mss. Bush and Olivier are, and during 2024 were, independent under the criteria established by Nasdaq for membership on the Board and that these directors are independent under applicable SEC rules and Nasdaq listing standards for service on the various committees of the Board on which they serve. The Board has also determined that the same individuals also meet the Institutional Shareholder Services’ (ISS) standards for Independent Outside directors as currently in effect. Led by our Chairman, our independent directors meet in executive session without the presence of management no fewer than four times each year. The Independent Directors met four times in 2024. Board Committees and Meeting Attendance To assist it in carrying out its duties, the Board has established various standing committees, including the committees set forth below denoting composition as of December 31, 2024:
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 12 |
2024 Executive Compensation Summary
The Board designates the members of each committee and the committee chair annually based on the recommendations of the Governance and Nominating Committee. The Board has adopted written charters for each of these committees, which are available in the “Investors” section of our website, www.centuryaluminum.com, under the tab “Governance.” During 2024, each of our directors attended 100% of the meetings of the Board and 100% of the meetings of the Board committees on which each such director served. We encourage our directors to attend our annual meeting of stockholders. All of our directors attended our 2024 annual meeting of stockholders.
2024 Executive Compensation Summary
| Audit Committee Members: Errol Glasser (Chair), Jarl Berntzen, Jennifer Bush, Andrew Michelmore, Tamla Olivier | | | Further Information: In 2024, the Audit Committee held eight meetings. The Board has determined that all current members of the Audit Committee are independent under the criteria established by Nasdaq and under SEC rules applicable to audit committee membership. The Board has also determined that three of the five members of the Audit Committee are “audit committee financial experts” within the meaning of applicable SEC rules. The report of the Audit Committee is set forth below in the section titled “Audit Committee Report.” | Responsibilities: The Audit Committee’s primary duties and responsibilities include: • Overseeing the adequacy and effectiveness of the financial reporting process; • Appointing and overseeing the engagement of the independent auditor, reviewing the scope and results of the independent audit with the independent auditor and managing and reviewing and approving all audit and non-audit services and fees; • Overseeing the internal audit function, appointing the Company’s internal auditor and reviewing with management the adequacy and effectiveness of the Company’s system of internal controls; • Overseeing the Company’s risk management, including reviewing with management, the internal auditor and to the extent appropriate, the independent auditor, our financial risk exposures and assessing the steps management has taken to monitor and control such exposures; • Reviewing legal and regulatory matters with management that may have material financial impacts on the Company; • Conducting or directing investigations of any allegations of material violations of securities laws, fiduciary duties or similar violations; and • Reviewing and approving related party transactions pursuant to our Related Party Transactions Policy. |
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 13 |
2024 Executive Compensation Summary
| Compensation Committee Members: Jarl Berntzen (Chair), Jennifer Bush, Errol Glasser, Andrew Michelmore, Tamla Olivier | | | Further Information: The Compensation Committee held five meetings in 2024. The Board has determined that all current members of the Compensation Committee are independent under the criteria established by Nasdaq and under SEC rules applicable to compensation committee membership. We refer you to the section of this proxy statement titled “Compensation Discussion and Analysis” for discussion of our Compensation Committee’s role in determining compensation for our executive officers. | Responsibilities: The Compensation Committee’s primary duties and responsibilities include: • Overseeing the administration of the compensation and benefit plans and policies of the Company, including incentive and equity-based plans and awards; • Reviewing and approving the goals and objectives relevant to CEO compensation, evaluating the performance of the CEO and determining the CEO’s compensation based on such evaluation; • Reviewing with the CEO and approving the respective goals and objectives relevant to the compensation of the other executive officers and determining the compensation of the other executive officers following recommendations by the CEO based on the CEO’s evaluation of the performance of the other executive officers in light of their respective corporate and individual goals and objectives and in light of the Company’s most recent stockholder advisory vote on executive compensation; • Reviewing with the CEO the non-executive management compensation and benefit policies of Century; • Reviewing and recommending to the Board the compensation of our directors; • Reviewing with the CEO the Company’s succession plans relating to the CEO and the other executive officers; • Reviewing our executive compensation policies and practices to determine whether they encourage excessive risk-taking, reviewing and discussing the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate any such risk; and • Reviewing and discussing with management the Compensation Discussion and Analysis and recommending whether such report should be included in our annual report and proxy statement. | | Compensation Committee Interlocks and Insider Participation Our Compensation Committee is comprised of Jarl Berntzen (serving as Chair), Jennifer Bush, Errol Glasser, Andrew Michelmore and Tamla Olivier. At no time during 2024 nor as of the date of this proxy statement, has any member of our Compensation Committee been an officer or employee of our Company and none of our executive officers served as a member of the compensation committee of another entity, or as a director of another entity, one of whose executive officers served on our compensation committee or as one of our directors. | |
2024 Executive Compensation Summary
| | 2025 Proxy Statement | 14 |
2024 Executive Compensation Summary
| Governance and Nominating Committee Members: Andrew Michelmore (Chair), Jarl Berntzen, Jennifer Bush, Errol Glasser, Tamla Olivier | | | Further Information: In 2024, the Governance and Nominating Committee held four meetings. The Board has determined that all members of the Governance and Nominating Committee are independent under the criteria established by Nasdaq and applicable SEC rules. | Responsibilities: The Governance and Nominating Committee’s primary duties and responsibilities include: • Identifying, recruiting and recommending candidates for election to the Board and its committees; • Evaluating the size and composition of the Board; • Recommending to the Board the number, identity and responsibilities of the Board committees; • Reviewing, evaluating and making recommendations to the Board regarding our corporate governance practices and policies; and • Overseeing the annual self-evaluation of the Board and of each Board committee. |
2024 Executive Compensation Summary
| Health, Safety and Sustainability Committee Members: Jennifer Bush (Chair), Jarl Berntzen, Jesse Gary, Errol Glasser, Andrew Michelmore, Tamla Olivier | | | Further Information: In 2024, the Health, Safety and Sustainability Committee held five meetings. | Responsibilities: The Health, Safety and Sustainability Committee’s primary duties and responsibilities include: • Reviewing the Company’s goals, policies and programs relative to health, safety and sustainability; • Monitoring the Company’s performance on health, social responsibility, safety and sustainability matters and reviewing such performance with management; • Reviewing with management the Company’s compliance with laws, rules, regulations and standards of corporate conduct relating to health, safety, social responsibility and sustainability matters; and • Monitoring the Company’s potential risks and liabilities as they relate to health, safety, social responsibility and sustainability and the adequacy of the Company’s policies and practices to manage these risks and liabilities. |
2024 Executive Compensation Summary
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2024 Executive Compensation Summary
Board Oversight of Risk Management Management of risk is the direct responsibility of our senior management team. Our Board as a whole and through its committees oversees management’s attention to risk by regularly reviewing with management the risks inherent to our business and to our business strategy, their potential impact on us, and our risk management decisions, practices and activities (both short-term and long-term). The Company undertakes a comprehensive risk management process overseen by the Executive Director of Internal Audit to aggregate, monitor, measure, and manage risk. The risk management process is designed to enable the Board to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure, and to elevate certain key risks for discussion at the Board level. The Executive Director of Internal Audit reports directly to the Audit Committee and regularly updates the Audit Committee on the Company’s risk management process. The Chair of the Audit Committee then reports to the full Board on the risks associated with the Company’s operations. The Board also relies on the CEO and other executive officers of the Company to supervise day-to-day risk management and to bring material risks to the Board’s attention. The CEO and our other executive officers report directly to the Board and certain Board committees, as appropriate. Directors may also from time to time rely on the advice of our outside advisors and auditors, provided they have a reasonable basis for such reliance.
The Board
| (a) The annual equity award is granted in the form of time-vested stock units (“TVSUs”) following the annual stockholders’ meeting or in connection with a new director appointment. Each TVSU vests on the earlier of (i) the one-year anniversary of its grant date or (ii) the next succeeding annual stockholder meeting. For any director who reaches the age of 65, his or her outstanding TVSU award will immediately vest pursuant to its terms, and for any director who is 65 or older at the time of his or her TVSU grant, such TVSUs are vested at the time of grant. The dollar value of the annual equity award is converted into a number of TVSUs based on the thirty-day trailing average closing price of Century common stock. |
The Board
| Name | Fees Earned or Paid in Cash | Stock Awards(a) | Total | | Andrew Michelmore | $219,000 | $125,210 | $344,210 | | Jarl Berntzen | $126,000 | $125,210 | $251,210 | | Jennifer Bush | $119,000 | $125,210 | $244,210 | | Errol Glasser | $129,500 | $125,210 | $254,710 | | Wilhelm van Jaarsveld(b) | $0 | $0 | $0 | | Tamla Olivier | $109,000 | $125,210 | $234,210 |
The Audit Committee
| • | Allocating a significant portion of compensation for our NEOs to “at risk” compensation, the ultimate payouts or value of which are substantially dependent on the successful achievement of predetermined performance goals and/or linked to the value of our stock price (83% of 2024 target compensation was “at risk” for our CEO and on average 67% for our other NEOs); |
The Audit Committee
| • | Linking payouts under a large portion of our long-term incentive awards to the Company’s TSR relative to our Industry Peer Group (60% of the 2024 target value of long-term incentive awards for our CEO and 50% of the 2024 target value of long-term incentive awards for our other NEOs); and |
The Audit Committee
| • | Linking payouts under our annual incentive awards to the achievement of pre-established financial, operational and safety performance targets (70% weighting) and individual performance targets for each named executive officer (30% weighting). |
The Audit Committee
| • | Performance at 106% of target under the financial, operational and safety metrics component of our 2024 Annual Incentive Plan (AIP) reflecting strong operational performance and management execution. |
The Audit Committee
| • | The vesting of our 2022-2024 performance share units (“PSUs”) at 145.6% of target, reflecting superior relative TSR performance compared to our 2024 Industry Peer group due, in part, to realization of the long-term benefits of the Company’s strategic plan. |
CEO 2024 TARGET* COMPENSATION
| * Target Value includes annualized 2024 salary of $915,000; target annual incentive of $1,052,250 and target LTI grant of $3,385,500 for a total Target Value of $5,352,750. Target Value excludes our CEO’s final 2024 installment of his 2021 CEO promotion award as further described herein. |
The Compensation Committee
| • | Reviews market data to evaluate and assess the competitiveness of the Company’s compensation policies compared to the Company’s industry peers and broader market practice; |
The Compensation Committee
| • | Reviews the benchmarking peer group and makes proposals for change, when necessary; |
The Compensation Committee
| • | Reviews the Company’s non-employee director compensation program; |
The Compensation Committee
| • | Reviews performance against the Company’s plans and budgets and considers the degree of achievement of pre-established performance goals; |
Compensation Considerations
| • | Long-term stockholder value creation; |
Compensation Considerations
| • | Key areas management can influence over the short- and long-term; |
Compensation Considerations
| • | Market values for comparably situated executives among our peer group. |
Benchmarking Executive Compensation
Benchmarking Executive Compensation The Committee, together with its independent executive compensation consultant, annually reviews relevant competitive market data to assess our compensation levels and practices. For purposes of informing 2024 compensation targets, the Committee reviewed the compensation levels of a peer group of metals and other industrial companies that are comparable in size to the Company in terms of revenue, market capitalization, EBITDA and number of employees. The Committee chose these parameters, and ultimately the companies noted below, to evaluate pay in a context that considers businesses with similar exposure to economic forces and business cycles and with whom the Company may compete for executive talent. The Committee supplemented this data with compensation survey data covering general industrial companies with similar revenues to provide additional perspective on competitive pay levels. Elements of compensation that are benchmarked, separately and in the aggregate, include base salary, annual incentive opportunities and long-term incentive grant values. Generally, the Committee targets total compensation (base salary, target annual incentive and long-term incentive) at or near the mid-point of the compensation ranges for comparable positions at the companies comprising the peer group, while being mindful of individual differences such as experience, level of responsibility and performance, as well as the practical implications of pay, on occasion, being the product of an arms-length negotiation at the time an executive is hired or promoted. For purposes of determining 2024 compensation, the Committee, in consultation with its independent executive compensation consultant, made no changes to the compensation peer group. The following companies comprised the Company’s peer group for purposes of determining 2024 target compensation for the Company’s NEOs:
Benchmarking Executive Compensation
| • ATI, Inc. | • Koppers Holdings Inc. | • Radius Recycling, Inc. | | • Carpenter Technology Corp. | • Materion Corporation | • SunCoke Energy, Inc. | | • Eagle Materials Inc. | • Metallus Inc. | • Valmont Industries, Inc. | | • Gibraltar Industries Inc. | • Minerals Technologies Inc. | • Warrior Met Coal, Inc. | | • Kaiser Aluminum Corp. | • Mueller Industries, Inc. | • Worthington Steel, Inc. |
Benchmarking Executive Compensation
For 2024, the Committee also assessed the Company’s TSR performance against a group of aluminum industry companies listed below (the “Industry Peer Group”) to give more specific insight into the Company’s performance in the context of its specific business climate. The Industry Peer Group is comprised of publicly-listed companies that, like Century, receive a significant portion of their revenue from the production of primary aluminum. Given the commodity-based nature of Century’s business and exposure to market forces outside of management’s control, the Committee has intentionally selected companies for the Industry Peer Group whose results are similarly affected by the market price of primary aluminum.
Benchmarking Executive Compensation
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Benchmarking Executive Compensation
Although the Company’s peer group described above is an appropriate benchmark for executive compensation at other similarly sized companies, the peer group data does not always provide useful comparisons to other companies that might be experiencing similar business conditions. However, while companies included in the Industry Peer Group compete in the same markets and experience similar business conditions as the Company, they are all substantially larger than the Company in both revenue and market capitalization. To that end, and consistent with the Company’s pay-for-performance philosophy, the Committee primarily uses the Industry Peer Group (along with the Compensation Peer Group) to assess relative performance using TSR when awarding long-term incentive awards. However, the Industry Peer Group is not used to benchmark target pay opportunities. In considering the 2024 Industry Peer Group, the Committee placed a priority on identifying companies that (i) compete in the same markets as the Company; (ii) offer similar products and services as the Company; or (iii) serve the same, or similar, industries and end users as the Company. Based on the above criteria, the Committee chose the following companies to comprise the 2024 Industry Peer Group:
Benchmarking Executive Compensation
| • Alcoa Corporation | • Norsk Hydro ASA |
Benchmarking Executive Compensation
| • Aluminum Corp. of China Limited | • United Co Rusal PLC |
Role of Compensation Committee Consultant
Role of Compensation Committee Consultant To assist in its review and oversight of the Company’s executive compensation program, the Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent executive compensation consultant and consulted with FW Cook regularly throughout the year. A representative of FW Cook attended meetings of the Committee and advised the Committee in connection with the design and implementation the Company’s executive compensation program for 2024, including with respect to compensation philosophy, objectives, annual and long-term incentive plan structuring and designs, optimal compensation mix and proposed allocations among fixed and variable, and long-term and short-term, compensation. FW Cook also provided market data to inform target pay decisions, reviewed and recommended the executive compensation benchmarking peer group and recommended how the Committee should position the Company’s compensation in relation to these peers. Interactions between FW Cook and management are generally limited to discussions on behalf of the Committee or as required to fulfill requests at the Committee’s direction. The Committee considers the information presented by FW Cook with respect to compensation matters, but all decisions regarding the compensation of our NEOs in 2024 were made by the Committee. During 2024, FW Cook did not provide any services to the Company other than the services provided directly to the Committee. Based on these factors, its own evaluation of FW Cook’s independence under applicable SEC and Nasdaq rules, and information provided by FW Cook, the Committee determined that the work performed by FW Cook did not raise any conflicts of interest, and that FW Cook was an independent consultant.
Base Salary
Base Salary Base salary is the only principal component of NEO compensation whose value is fixed rather than variable. The Committee annually reviews the salaries of our NEOs against comparable positions from peer group and survey data to determine whether adjustments are appropriate. When setting or making adjustments to base salaries, the Committee considers Peer Group salary data, each executive’s responsibilities and performance against job expectations, experience and tenure as well as the impact of base salary on other compensation elements, such as the size of target incentive awards. The Committee’s review of these factors is subjective, and no fixed value or weight is assigned to any specific factor when making salary decisions. The Company does not have employment agreements with any of its executive officers, thereby affording the Committee year-to-year flexibility in base salary determinations. Annual adjustments are generally effective in March of each year, but the Committee may also review the salaries of our NEOs in connection with a promotion or other change in responsibility. The table below sets forth the annualized base salaries of each of our NEOs effective as of March 11, 2024, and the amount by which each NEO’s 2023 base salary was adjusted in 2024. Salary adjustments for our NEOs, if any, are generally effective in March of each year or upon a change in position. The 2024 increase in base salary for each of our NEOs reflects ongoing adjustments that the Committee believed were necessary to better align each NEO’s compensation to peer benchmarking data. In determining these salary adjustments, the Committee was mindful of the fact that each NEO’s base salary was established below the peer group median when such individuals were newly established in their respective roles.
Annual Incentive Program (AIP)
Annual Incentive Program (AIP) The Company’s Annual Incentive Plan (AIP) is designed to provide each NEO with the opportunity to earn an annual cash award for achieving the Company’s short-term financial, operational and individual objectives. The AIP places a significant percentage of each NEO’s annual cash compensation at risk and aligns the interests of executives and stockholders.
2024 AIP Design and Metrics
2024 AIP Design and Metrics Each year, the Committee establishes a target annual incentive award for each NEO expressed as a percentage of base salary, subject to the achievement of pre-established corporate and individual goals, as described below. Payouts under the AIP can range from 0% to 200% of the target based on performance relative to pre-established performance metrics. If the threshold level is not achieved for any particular metric, no amount is paid for that metric. However, due in part to the nature of the Company’s business, including the substantial impact on the Company’s financial results of fluctuations in the price of aluminum as well as the price of certain critical raw materials over which management exercises no control, the Committee retains discretion to modify or eliminate any incentive awards if the Committee determines such actions are warranted. The increases in target AIP award opportunities were driven by changes in the peer group compensation data. The Committee believed these adjustments were appropriate to ensure that our executive compensation structure remained competitive and reflective of industry standards. For 2024, each NEO’s target annual incentive opportunity as a percentage of base salary was as follows:
2024 AIP Design and Metrics
| Named Executive Officer | 2024 Target AIP Opportunity (% of Base Salary) | | Mr. Gary | 115% | | Mr. Bialek | 65% | | Mr. Gudlaugsson | 80% | | Mr. DeZee | 60% | | Mr. Aboud | 50% |
2024 AIP Design and Metrics
When establishing the 2024 AIP design and metrics, the Committee reviewed the Company’s business plan, historical performance, management recommendations and feedback provided by the independent compensation consultant. In considering the design of the 2024 AIP, and in order to link management’s performance with compensation outcomes, the Committee included measures focused on operational excellence, capital efficiency and cost control, noting that these measures are all within management’s direct ability to influence. The Committee also continued to prioritize and include a safety component in the 2024 AIP design, as in prior years, to reinforce the Company’s culture of safety and employee wellness. The Committee determined that the largest portion of the 2024 AIP design (70%) should focus on Company-wide financial, operational and safety metrics (“FOS Metrics”), with the balance to be determined by a mix of additional objectives and goals designed to gauge and evaluate each NEOs individual performance during 2024 (the “Individual Performance Criteria”). The Individual Performance Criteria (which comprise 30% of the 2024 AIP) were developed to incentivize and reward each NEO’s execution of his specific goals and operational targets that are uniquely attributable to their respective executive functions. The specific Individual Performance Criteria are established at the beginning of each year and tailored specifically to each NEO based on his direct areas of responsibility. As with the FOS Metrics, the Individual Performance Criteria can range from 0% to 200% of target based on each NEO’s performance. At the end of each year, the Committee receives from the CEO an assessment of each NEO’s (other than the CEO) performance with respect to his Individual Performance Criteria, and a final determination of each NEO’s performance (including the CEO) is made by the Committee. We consider the specific goals established under the Individual Performance Criteria to be confidential, the disclosure of which is not material to an understanding of our 2024 executive compensation and would cause competitive harm to the Company. The Individual Performance Criteria established by the Committee for 2024 included goals and objectives tied to operational performance and other Company initiatives and strategies.
2024 AIP Design and Metrics
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2024 AIP Design and Metrics
The following table summarizes the FOS Metrics included in the 2024 AIP, the respective weightings for each metric and the Committee’s rationale for including such metric in the 2024 AIP design. In total, the FOS Metrics represent 70% of the 2024 AIP design. In early 2025, the Committee met to review the results of the 2024 FOS Metrics and Individual Performance Criteria, which were then combined to produce a Final 2024 AIP Performance Factor. *May vary from reported results to adjust for immaterial, non-recurring delays due to non-operational factors.
2024 AIP Design and Metrics
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2024 AIP Design and Metrics
The FOS Metrics, Individual Performance Criteria and their respective weightings, were communicated to the NEOs at the beginning of the performance period. Targets were set for each of the FOS Metrics and Individual Performance Criteria at levels that were designed to be reasonably achievable with strong management performance. Maximum performance levels were designed to be difficult to achieve in light of historical performance and the Company’s business forecast (including, among other things, consideration of market, economic and geopolitical factors) at the time the metrics were approved.
2024 AIP Performance Results
2024 AIP Performance Results The following table summarizes the Company’s 2024 AIP results with respect to the Company’s FOS Metrics. The results of each performance measure are expressed as a payout factor based on the percentage of the target performance level. For the 2024 AIP, performance greater than threshold but less than target results in a payout factor range of 50% - 99% of the target opportunity, and performance at or greater than target results in a payout range of 100% up to a maximum of 200% of the target opportunity, in each case using straight line interpolation between the points. Below threshold performance for each metric results in a payout of 0% for such metric. In the aggregate, the FOS Metrics of the 2024 AIP were achieved at 106% of target reflecting strong Company performance and outstanding management execution. *Due to the competitively sensitive nature of this measure, the threshold, target, maximum and result levels have all been indexed and reported as such.
2024 AIP Performance Results
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2024 AIP Performance Results
In early 2025, the Committee met to review each NEO’s Individual Performance Criteria including their specific contributions to the achievement of key strategic projects, and the Company’s overall performance during 2024. The Committee noted Management’s strong execution and focus on the financial and operational results above. In particular, the Committee noted the executive team’s successful completion of several highly strategic initiatives during 2024, including the (i) completion of award negotiations with the U.S. Department of Energy for up to $500 million in funding to support construction of a new aluminum smelter, (ii) completion and commissioning of the new Grundartangi casthouse, and (iii) integration of the Jamalco alumina refinery and completion of long-term alumina supply arrangements linked to the price of aluminum. Additionally, the Committee’s took into consideration each NEO’s strategic leadership ability and contributions to Company culture. Based on these results, the Committee assessed the results of the CEO’s Individual Performance Criteria to be 180% of target, and for each other NEO’s Individual Performance Criteria to be between 33% and 170% of target. The Committee determined that these outcomes were reflective of its pay-for performance philosophy, and in the best interest of the Company and its stockholders. When combined with the FOS Metric portion of the 2024 AIP, a Final 2024 AIP Performance Factor was calculated and the Committee approved the 2024 AIP payouts as indicated in the table below.
2024 AIP Performance Results
| Name | Target 2024 AIP Opportunity(a) | Final 2024 AIP Performance Factor(b) | Final 2024 AIP Award | | Mr. Gary | $1,052,250 | 122% | $1,279,852 | | Mr. Bialek | $321,750 | 78% | $249,453 | | Mr. Gudlaugsson | $432,000 | 104% | $447,682 | | Mr. DeZee | $258,000 | 106% | $274,331 | | Mr. Aboud | $182,500 | 119% | $216,500 |
2024 AIP Performance Results
| (a) Calculated by multiplying each NEO’s 2024 annualized base salary by their 2024 AIP Target Opportunity. |
2024 AIP Performance Results
| (b) The Final 2024 AIP Performance Factor is comprised of the following components: (i) 70% FOS Metric performance which was assessed at 106% of target, and (ii) 30% Individual Performance Criteria which was determined to be 180% for Mr. Gary and 113% for the average of the other NEOs. |
Long-Term Incentive Plan (LTIP)
Long-Term Incentive Plan (LTIP) The Company’s Long-Term Incentive Plan (LTIP) is designed to (i) align executive compensation with the interests of the Company’s stockholders by linking compensation to absolute and relative stock price performance and (ii) encourage retention over multi-year performance periods. Awards under our LTIP typically represent the single largest component of our executive compensation program thereby aligning a substantial portion of NEO compensation with long-term value creation for our stockholders.
2024-2026 LTIP Design
2024-2026 LTIP Design The 2024-2026 LTIP provides for two types of equity-based awards, each of which will cliff-vest in full (subject to satisfaction of certain performance criteria in the case of PSUs) at the end of a three-year vesting period that ends on December 31, 2026. Time-vested stock units (TVSUs), weighted at 40% of the total LTIP award value for the CEO and 50% for our other NEOs, are time-vesting equity awards that cliff-vest in full three years from the date of grant, provided the NEO continues to be employed by the Company. The Committee believes that awarding a portion of the Company’s LTIP awards in the form of time-vested equity encourages retention and ensures that executives’ interests are aligned with those of the Company’s other stockholders towards long-term value creation. Performance stock units (PSUs), weighted at 60% of the total LTIP award value for the CEO and 50% for our other NEOs, are performance-based awards that are earned based upon the Company’s TSR relative to the average TSR of the Industry Peer Group (discussed above) over an established performance period and which may be adjusted, up or down, by a Strategic Objective Multiplier (as discussed below) at the discretion of the Committee to reflect the Company’s performance against certain long-term strategic objectives. The Committee believes this structure properly aligns management with stockholder interests with respect to long-term relative share price performance and achievement of long-term strategic objectives.
2024-2026 LTIP Design
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2024-2026 LTIP Design
TSR is calculated by the Committee and is defined as the total return to stockholders (including increases in the value of the stock price, plus dividends) during the applicable performance period, including any dividends during such period being reinvested. Fifty percent (50%) of the 2024-2026 PSU payout is based on the Company’s relative TSR performance over a two-year period (2024-2025) and the remaining fifty percent (50%) of the payout is based on the Company’s relative TSR performance over the full three-year performance period (2024-2026). Subject to achieving at least a threshold level of relative TSR performance over either performance period, some or all of the PSUs will cliff-vest commensurate with the level of performance attained, provided the NEO continues to be employed by the Company. Finally, the 2024-2026 LTIP design also includes a Strategic Objective Modifier which allows the Committee to adjust the final PSU performance level, up or down, by up to 30 percentage points at the discretion of the Committee to reflect the Company’s performance against certain long-term strategic objectives set by the Committee at or near the beginning of the performance period. The strategic objectives are designed to focus management on the long-term interests of the Company’s stockholders and include objectives addressing, among other things, securing critical long-term supply and sales arrangements, expansion into new businesses and markets, and effective execution of long-term capital improvement projects. The strategic objectives are reviewed on an annual basis by the Committee and may be adjusted from time to time at the discretion of the Committee to ensure they continue to reflect the Company’s long-term goals and priorities. We consider the specific strategic objectives included in the 2024-2026 LTIP to be confidential, the disclosure of which is not material to an understanding of our 2024 NEO compensation and would cause competitive harm to the Company. The Committee established the following range of targets and achievement percentages with respect to each performance measurement period of the 2024-2026 PSUs (linear interpolation applies between threshold and target and between target and maximum performance levels):
2024-2026 LTIP Design
| Performance Level | Century Relative TSR | Achievement Percentage (% of Target) | | Maximum | 150% of Industry Peer Average | 200% | | Target | 100% of Industry Peer Average | 100% | | Threshold | 50% of Industry Peer Average | 0% |
2024-2026 LTIP Design
Each year, the Committee meets and performs a qualitative review of each NEO’s performance together with a quantitative assessment of peer group and survey market data over the course of one or several meetings. During such review in 2024, the Committee established a target LTIP award for each NEO, expressed as a percentage of base salary, as described in the table below. The increases in target LTIP award opportunities for each of our NEOs were driven by changes in the peer group compensation data. The Committee believed these adjustments were appropriate to ensure that our executive compensation structure remained competitive and reflective of industry standards. This increase also acknowledges that the initial target LTIP opportunity for all current NEOs was set conservatively, below the median of the peer group. Despite these adjustments, total 2024 target compensation for each of our NEOs remained below the peer group median, reinforcing the Committee’s commitment to maintaining a responsible compensation approach.
2024-2026 LTIP Design
| Named Executive Officer | 2024-2026 Target LTIP Opportunity (% of Salary) | | Mr. Gary | 370% | | Mr. Bialek | 145% | | Mr. Gudlaugsson | 175% | | Mr. DeZee | 110% | | Mr. Aboud | 95% |
2024-2026 LTIP Design
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2024-2026 LTIP Design
The table below sets out the 2024-2026 LTIP grants for each NEO at the target performance level. The number of PSUs and TVSUs is determined by the Committee by dividing each NEO’s target LTIP opportunity (expressed as a dollar value) by the Company’s trailing 20-day average closing stock price as of the grant date. Although this approach results in a different number of PSUs and TVSUs granted than would otherwise be achieved by using the grant date fair value, the Committee believes this methodology is appropriate given the (i) significant historical volatility of the Company’s stock, and (ii) immaterial nature of the discrepancies over time between the two approaches.
2024-2026 LTIP Design
| Named Executive Officer | 2024-2026 LTIP Value(a) | Number of PSUs | Number of TVSUs | | Mr. Gary | $4,119,891 | 203,619 | 135,746 | | Mr. Bialek(b) | $873,449 | 35,974 | 35,974 | | Mr. Gudlaugsson | $1,149,998 | 47,364 | 47,364 | | Mr. DeZee | $575,606 | 23,707 | 23,707 | | Mr. Aboud | $421,962 | 17,379 | 17,379 |
2024-2026 LTIP Design
| (a) Represents the grant date fair value of PSU and TVSU awards, which are calculated (i) in the case of PSUs, by multiplying the target number of shares awarded by the closing price of the Company’s common stock on the date of grant, and (ii) in the case of TVSUs, by multiplying the number of shares awarded by the closing price of the Company’s common stock on the date of grant (January 1, 2024). The amounts shown reflect the closing price of the Company’s common stock on December 29, 2023 (the last trading day prior to the date of grant) of $12.14. |
2024-2026 LTIP Design
| (b) In connection with Mr. Bialek’s separation from the Company on March 21, 2025, his 2024-2026 LTIP grant was forfeited. |
2022-2024 LTIP Results
2022-2024 LTIP Results The 2022-2024 LTIP awards consisted of both TVSUs and PSUs. PSUs awarded under the 2022-2024 LTIP vested based on the Company’s TSR relative to the Industry Peer Group noted above, with fifty percent (50%) of the payout based on the Company’s relative TSR performance over a two-year period (2022-2023) and fifty percent (50%) of the payout based on relative TSR performance over a three-year period (2022-2024). The range of targets and achievement percentages with respect to TSR for the 2022-2024 PSUs was the same as was used for the 2024-2026 PSUs described above. For the 2022-2024 performance period, the Company’s TSR performance for the two-year period (2022-2023) was 95.6% of the average TSR of the Industry Peer Group, which resulted in a 91.2% payout; and the Company’s TSR performance for the three-year period (2022-2024) was 163.8% of the average TSR of the Industry Peer Group, which resulted in a 200% payout. Furthermore, the Committee elected not to use its discretion to apply the Strategic Objective Modifier to adjust the payout of the 2022-2024 PSUs. As a result, the 2022-2024 PSUs vested at 145.6% of target, and were issued in the amounts set forth below:
2022-2024 LTIP Results
| 2022-2024 PSUs (# of Shares) | | | | Name | Target | Earned | | Mr. Gary | 127,643 | 185,848 | | Mr. Bialek(a) | — | — | | Mr. Gudlaugsson | 24,175 | 35,199 | | Mr. DeZee | 17,882 | 26,036 | | Mr. Aboud | 11,205 | 16,314 |
2022-2024 LTIP Results
(a) Mr. Bialek was not a participant in the 2022-2024 PSU award opportunity.
2022-2024 LTIP Results
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2022-2024 LTIP Results
The following line graph compares Century Aluminum Company’s cumulative TSR with the cumulative total return of the S&P 500 Index and that of our Industry Peer Group. These comparisons assume the investment of $100 on December 31, 2019, and the reinvestment of dividends. CEO Transition Payments In May 2021, in connection with his promotion to CEO, Mr. Gary received a one-time promotion award of $8,000,000, 25% of which was granted in the form of TVSUs and 75% of which was to be paid in cash. Each of the cash and TVSU portions of the award vested over a three-year period, as illustrated below, and was subject to Mr. Gary’s continued employment on the applicable vesting date. In providing this one-time award, the Committee sought to establish robust retention incentives given the importance of leadership continuity following the retirement of Century’s prior CEO. As the promotion award was determined and granted in 2021, the Committee did not consider the vesting or timing of the payments under the award in its assessment of Mr. Gary’s 2024 compensation.
2022-2024 LTIP Results
| CEO Transition Award(a) | Cash Award | TVSU Award | Total | | 50% vested on July 1, 2022 | $3,000,000 | $1,000,000(c) | $4,000,000 | | 30% vested on July 1, 2023 | $1,800,000 | $600,000(d) | $2,400,000 | | 20% vested on July 1, 2024 | $1,200,000 | $400,000(e) | $1,600,000 | | Total | $6,000,000 | $2,000,000(b) | $8,000,000 |
2022-2024 LTIP Results
| (a) Granted July 1, 2021. |
2022-2024 LTIP Results
| (b) The number of TVSUs granted to Mr. Gary pursuant to this award was determined to be 157,536. This number of TVSUs was calculated based on the twenty-day trailing average closing price of the common stock of the Company, as of the grant date, which was determined to be $12.70. The closing price of the Company’s common stock on the grant date was $12.61. |
2022-2024 LTIP Results
| (c) Represents 78,768 TVSUs (50% of the original number of TVSUs granted) which vested on July 1, 2022. |
2022-2024 LTIP Results
| (d) Represents 47,261 TVSUs (30% of the original number of TVSUs granted) which vested on July 1, 2023. |
2022-2024 LTIP Results
| (e) Represents 31,507 TVSUs (20% of the original number of TVSUs granted) which vested on July 1, 2024. |
2022-2024 LTIP Results
Retirement Benefits We maintain a 401(k) Plan for our U.S.-based employees, including our NEOs. The Century Aluminum 401(k) Plan is a tax-qualified retirement savings plan pursuant to which our U.S.-based employees are able to contribute a percentage, up to the limits prescribed by the Internal Revenue Service, of their annual compensation on a pre-tax basis. For our U.S.-based salaried employees, the Company also makes a matching contribution, the level of which is determined based on the employee’s eligibility to receive continued accruals in the Qualified Plan (as described below). We also maintain a non-contributory defined benefit pension plan, which we refer to as our “Qualified Plan.” The Qualified Plan was amended in the fourth quarter of 2014 to eliminate future accruals for participants who were under age 50 as of January 1, 2015, and to close the plan to new participants. Employees who are not eligible for future accruals under the Qualified Plan receive an additional matching contribution under the Century Aluminum 401(k) Plan equal to 100% of such employee’s contributions up to 6% of eligible compensation and a discretionary non-elective contribution of either 3% or 6% of eligible compensation based on the employee’s hire date. Employees of the Company who were aged 50 or older as of January 1, 2015, continued to be eligible for
2022-2024 LTIP Results
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2022-2024 LTIP Results
accruals under the Qualified Plan and are not eligible for the higher matching contribution rate under the Century Aluminum 401(k) Plan. Mr. Gary and Mr. DeZee were each employed by the Company prior to January 1, 2015, and participate in the Qualified Plan, however, only Mr. DeZee is eligible for future accruals under the Qualified Plan. Although Mr. Gudlaugsson was also employed by the Company prior to January 1, 2015, he does not participate in the Qualified Plan as he accrues an Icelandic pension and is not eligible to receive 401(k) employer contributions. In December 2015, the Committee approved and adopted a new nonqualified deferred compensation plan for certain members of management or highly compensated employees (the “Restoration Plan”). The Restoration Plan provides for Company contributions to eligible executives with respect to compensation above the limit provided under Section 401(a)(17) of the Code and is part of the Company’s shift away from a defined benefit retirement plan structure to a defined contribution retirement plan structure. Only Mr. Gary participates in the Restoration Plan and is entitled to contributions of 9% of eligible compensation. In Iceland, Mr. Gudlaugsson participates in the Lifsverk Pension Fund, which allows for voluntary employer contributions similar to a U.S. 401(k) plan in addition to mandatory required contributions. In connection with Mr. Gudlaugsson’s employment, the Company has agreed to make contributions to the fund on his behalf. These benefits are further described below under the captions “Post-Employment Compensation” and “Potential Payments and Benefits upon Termination or Change-in-Control.” Severance and Change in Control Benefits The Company provides certain severance and change in control protections to the Company’s NEOs based on competitive practice in the industry. We believe that providing the Company’s executives with specified benefits in the event of termination of employment under certain circumstances helps us to retain executives and maintain leadership stability. Furthermore, we believe the change in control protections serve to maximize stockholder value by creating incentives for NEOs to explore strategic transactions and work to bring such transactions to fruition if appropriate. In furtherance of the foregoing, the Company adopted the Amended and Restated Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides severance benefits under certain termination circumstances (such as by the Company without cause or upon the death or disability of the executive) or in connection with a change in control of the Company. Severance benefits following a change in control are only provided on a “double trigger” basis, meaning that payment of the benefit is not awarded unless the executive’s employment is terminated by the Company without cause or by the executive upon certain enumerated changes in his or her employment terms within an agreed period following the change in control. We believe the double trigger vesting structure strikes a balance between the severance protection and retention effects described above, without providing these benefits to executives who continue to enjoy employment with an acquiring company in the event of a change in control transaction. We also believe this structure is more attractive to potential acquiring companies, who may place significant value on retaining members of our executive management and who may perceive this goal to be undermined if executives receive significant acceleration payments in connection with such a transaction and are no longer required to continue employment to earn these payments. Provisions of these arrangements for the Company’s NEOs that relate to severance pay and termination benefits (including upon a change in control), including treatment of LTIP awards upon termination of service with the Company, are described in further detail below in the section entitled “Potential Payments and Benefits Upon Termination or Change-in-Control.” Employment Agreements The Company does not have employment agreements with any of the NEOs, each of whom is an at-will employee. Other Compensation Considerations and Policies
Incentive Compensation Recoupment Policy
Incentive Compensation Recoupment Policy The Company maintains an Incentive Compensation Recoupment Policy pursuant to which executive officers may be required to forfeit or reimburse the Company for certain incentive-based compensation received in the event the Company is required to prepare an accounting restatement due to a material noncompliance with the financial reporting requirements under the securities laws. The Incentive Compensation Recoupment Policy is intended to comply with the requirements of the Nasdaq Stock Market and SEC rules and applies to incentive-based compensation that was received within three years preceding the date of an accounting restatement, subject to certain recovery conditions. In a recovery, the executive officer generally would be required to forfeit or reimburse the Company for amounts that exceed the amount that otherwise would have been received if the applicable incentive compensation had been determined based on the corrected, restated financial results. In addition, under this policy, if the Board or Compensation Committee determines that an employee engaged in any fraud or misconduct that was a contributing factor to the Company having to effect an accounting restatement, the Board or the Compensation Committee has the discretion to take such actions to remedy the misconduct, including, to the extent permitted by applicable law, in all appropriate cases, requiring reimbursement of any bonus or incentive compensation, cancelling restricted or deferred stock awards and outstanding stock options, and seeking reimbursement of any gains realized on the exercise of stock options attributable to such awards, if and to the extent that (a) the amount of incentive compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement; and (b) the amount of the bonus or incentive compensation that would have been awarded to the employee had the financial results been properly reported would have been lower than the amount actually awarded.
Timing of Equity Awards
Timing of Equity Awards Generally, the Committee makes incentive pay decisions for our NEOs at regularly scheduled Committee and Board meetings the dates of which are typically predetermined one year in advance. Annual equity incentive awards are scheduled such that they are granted on January 1st of each year. In addition to the regular-cycle equity grants, the Committee may also make “off-cycle” grants of PSUs, RSUs or other equity awards at other times of the year, in connection with an employee’s hire, promotion, or for other reasons. The Committee’s equity award granting practices prohibit timing or selecting grant dates of any stock options or stock-based awards in coordination with the release of material non-public information, which includes grant dates of equity awards for our executive officers and employees. The Committee historically has not used stock options or SARs as part of the Company’s executive compensation program; however, to the extent granted in the future, the exercise price of any stock options (or base price of any SARs) granted must equal the fair value of our common stock on the grant date. The Committee does not take into account material non-public information in order to enhance the value of an award when determining the timing or terms of any equity awards, nor does the Company time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During the year ended December 31, 2024, the Company did not grant any stock options or SARs.
Timing of Equity Awards
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Pension Benefits
Pension Benefits As discussed in the Compensation Discussion and Analysis section under the heading “Retirement Benefits,” we maintain a non-contributory defined benefit pension plan which we refer to as our Qualified Plan for our U.S.-based salaried employees who were employed prior to January 1, 2015, and who meet certain additional eligibility requirements, including at least one full year of service with the Company. Although closed to new participants, the Qualified Plan provides to its participants lifetime annual benefits starting at age 62 equal to 12 multiplied by the greater of: (i) 1.5% of final average monthly compensation multiplied by years of credited service (up to 40 years), or (ii) $32.25 multiplied by years of credited service (up to 40 years), less the total monthly vested benefit payable as a life annuity at age 62 under predecessor plans which we acquired. We determine final average monthly compensation under the Qualified Plan as the highest monthly average for 36 consecutive months in the 120-month period ending on the last day of the calendar month completed at or prior to a termination of service. Participants’ pension rights vest after a five-year period of service, or earlier if the participant has reached the age of 62. An early retirement benefit (actuarially reduced beginning as early as age 55) and a disability benefit are also available. The compensation covered by the plan includes all compensation, subject to certain exclusions, before any reduction for 401(k) contributions, subject to the maximum limits under the Code. The Qualified Plan was amended in the fourth quarter of 2014 to eliminate future accruals for participants who were under age 50 as of January 1, 2015, and to close the plan to new participants. Employees who are not eligible for future accruals under the Qualified Plan receive an additional matching contribution under the Century Aluminum 401(k) Plan equal to 100% of such employee’s contributions up to 6% of eligible compensation and a discretionary non-elective contribution of either 3% or 6% of eligible compensation based on the employee’s hire date. Employees of the Company who were aged 50 or older as of January 1, 2015, continued to be eligible for accruals under the Qualified Plan and are not eligible for the higher matching contribution rate under the Century Aluminum 401(k) Plan. Mr. Gary and Mr. DeZee were each employed by the Company prior to January 1, 2015, and participate in the Qualified Plan, however, only Mr. DeZee is eligible for future accruals under the Qualified Plan. Although Mr. Gudlaugsson was also employed by the Company prior to January 1, 2015, he does not participate in the Qualified Plan as he accrues an Icelandic pension and is not eligible to receive 401(k) employer contributions,
Pension Benefits
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Pension Benefits
| | 2024 Pension Benefits | | | | Name(a) | Plan Name | Number of Years of Credited Service(b) | Present Value of Accumulated Benefit | | Jesse Gary | Qualified Plan | 4.83 | $92,087 | | John DeZee | Qualified Plan | 16.33 | 1,000,243 |
Pension Benefits
| (a) Both the Qualified Plan and the SERP were closed to new participants as of January 1, 2015 and, as a result, none of the NEOs other than Mr. Gary and Mr. DeZee are eligible for benefits under these plans. |
Pension Benefits
| (b) Under the Qualified Plan, participants who were under the age of 50 as of January 1, 2015 are not eligible for future accruals. This includes all current participants other than Mr. DeZee. |
Deferred Compensation
| | Nonqualified Deferred Compensation | | | | | | Name | Executive Contributions in Last FY | Company Contributions in Last FY(a) | Aggregate Earnings (Loss) in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at December 31, 2024 | | Jesse Gary | $0 | $311,658 | $657,643 | $0 | $1,824,765 |
Estimated Payments Upon Termination Due to Death, Disability or Retirement
Estimated Payments Upon Termination Due to Death, Disability or Retirement In the event of termination due to death, disability or retirement after age 62 and for other reasons as approved by the Committee, a named executive officer would be entitled to a pro-rata portion of his or her earned AIP award for the year of termination. In addition, upon any such termination such executive’s then-outstanding LTIP awards would vest pro-rata based on the number of days of the plan period which have passed prior to termination, or in such greater amount as may be determined by the Committee in its discretion. The named executive officer’s pro-rata portion of his or her PSUs would be paid out after the end of the applicable performance period(s) on determination by the Committee of the extent to which the applicable performance measures have been achieved, except in the case of termination due to death, in which case the pro-rated award would be earned assuming a target level of performance and paid as soon as possible following such termination.
Estimated Payments Upon a Termination in Connection with a Qualifying Acquisition or Change in Control
Estimated Payments Upon a Termination in Connection with a Qualifying Acquisition or Change in Control Under the terms of our Executive Severance Plan, if one or more of an executive officer’s corporate titles is filled by, or greater than 50% of the executive officer’s responsibilities are assumed by, an employee of an acquired person, then upon termination of employment during an Acquisition Protection Period (defined below) either (1) by the Company other than “for cause” or (2) by the executive for “good reason,” such named executive officer would be entitled to receive termination payments equal to: (i) either 0.5x, 1.0x, or 1.5x (for a Tier 3, Tier 2, or Tier 1 participant, respectively) of the executive’s base salary as of the date of termination; (ii) either 0.5x, 1.0x, or 1.5x (for a Tier 3, Tier 2, or Tier 1 participant, respectively) of the executive’s target annual incentive award for the year of termination (or, if greater, for the immediately preceding year); and (iii) a pro-rata portion of the executive’s target annual incentive award for the year of termination (or, if greater, for the immediately preceding year). The executive would also be entitled to receive a pro-rata portion of his or her outstanding LTIP awards paid at target. The Executive Severance Plan defines an Acquisition Protection Period as the 6 months preceding and the 24 months following the date of any acquisition by the Company of securities representing 50% or more of the combined voting power or the assets or employees of another entity.
Estimated Payments Upon a Termination in Connection with a Qualifying Acquisition or Change in Control
| | 2025 Proxy Statement | 49 |
Estimated Payments Upon a Termination in Connection with a Qualifying Acquisition or Change in Control
Upon termination of employment during a Change in Control Protection Period (defined below), such named executive officer would be entitled to receive termination payments equal to: (i) 1.0x, 1.5x, or 2.0x (for a Tier 3, Tier 2, or Tier 1 participant, respectively) the sum of (y) the executive’s base salary as of the date of termination (or, if greater, the executive’s base salary for the year immediately preceding the Change in Control) and (z) the executive’s target annual incentive award for the year of termination (or, if greater, for the year immediately preceding the Change in Control); and (ii) a pro-rata portion of the executive’s target annual incentive award for the year of termination (or, if greater, for the year immediately preceding the Change in Control). Upon termination of employment during a Change in Control Protection Period, the executive would also be entitled to receive all of his or her outstanding LTIP awards paid out at target. The Executive Severance Plan defines a Change in Control Protection Period as the 6 months preceding and the 24 months following the date of any “change in control” of the Company (as defined in the Executive Severance Plan). Mr. Gary became a Tier 1 participant in the Executive Severance Plan effective July 1, 2021. All of the Company’s other NEOs who were executive officers as of December 31, 2023, have been approved by the Committee as Tier 2 participants in the Executive Severance Plan, with the exception of Mr. Aboud who is a Tier 3 Participant in the Executive Severance Plan.
Estimated Payments Upon Termination for Other Reasons
Estimated Payments Upon Termination for Other Reasons Under the terms of our Executive Severance Plan, upon a termination of employment outside of a Change in Control Protection Period or an Acquisition Protection Period either (1) by the Company other than “for cause” or (2) by the executive for “good reason,” such named executive officer would be entitled to receive termination payments equal to: (i) either .5x, 1x, or 1.5x (for a Tier 3, Tier 2, or Tier 1 participant, respectively) the executive’s base salary as of the date of termination; and (ii) a pro-rata portion of the executive’s annual incentive award for the year of termination; provided that no amounts are payable under the Executive Severance Plan in the event of termination of employment due to death or disability. In the event of termination of employment for any reason other than due to death, disability, retirement or for “cause” or “good reason” outside of an Acquisition Protection Period or a Change in Control Protection Period, all outstanding options and unvested LTIP awards are forfeited.
Potential Payments and Benefits upon Termination or Change-in-Control
Potential Payments and Benefits upon Termination or Change-in-Control
Potential Payments and Benefits upon Termination or Change-in-Control
| Jesse Gary | | | | | | | | | | | | | | Manner of Departure | | | | | | | | By Company without Cause | | | | | | Following a | | | | or by Officer | | | | | Following | Qualifying | | Compensation | | with Good | By Company | | | | a Change in | Acquisition by | | Element | Voluntary | Reason | with Cause | Retirement | Disability | Death | Control | the Company | | Salary | — | $1,372,500 | — | — | — | — | $1,830,000 | $1,372,500 | | Bonus(a) | — | $1,279,852 | — | $1,279,852 | $1,279,852 | $1,279,852 | $3,839,556 | $3,199,630 | | Qualified Retirement Benefits(b) | $92,087 | $92,087 | $92,087 | $92,087 | $92,087 | $46,044 | $92,087 | $92,087 | | Nonqualified Retirement Benefits(c) | $1,824,765 | $1,824,765 | $1,824,765 | $1,824,765 | $1,824,765 | $1,824,765 | $1,824,765 | $1,824,765 | | TVSUs(d) | — | — | — | $2,602,259 | $2,602,259 | $2,602,259 | $5,140,034 | $2,602,259 | | PSUs(e) | — | — | — | $3,903,388 | $3,903,388 | $3,903,388 | $7,710,052 | $3,903,388 | | Insurance Continuation | — | $45,240 | — | — | — | — | $60,320 | $45,240 | | Total | $1,916,852 | $4,614,444 | $1,916,852 | $9,702,352 | $9,702,352 | $9,656,308 | $20,496,814 | $13,039,870 | | Gerald Bialek | | | | | | | | | | | | | | Manner of Departure | | | | | | | | By Company without Cause | | | | | | Following a | | | | or by Officer | | | | | Following | Qualifying | | Compensation | | with Good | By Company | | | | a Change in | Acquisition by | | Element | Voluntary | Reason | with Cause | Retirement | Disability | Death | Control | the Company | | Salary | — | $495,000 | — | — | — | — | $742,500 | $495,000 | | Bonus(a) | — | $249,453 | — | $249,453 | $249,453 | $249,453 | $623,633 | $498,906 | | Qualified Retirement Benefits(b) | — | — | — | — | — | — | — | — | | Nonqualified Retirement Benefits(c) | — | — | — | — | — | — | — | — | | TVSUs(d) | — | — | — | $842,815 | $842,815 | $842,815 | $1,513,827 | $842,815 | | PSUs(e) | — | — | — | $686,578 | $686,578 | $686,578 | $1,357,590 | $686,578 | | Insurance Continuation | — | $30,160 | — | — | — | — | $45,240 | $30,160 | | Total | — | $774,613 | — | $1,778,846 | $1,778,846 | $1,778,846 | $4,282,790 | $2,553,459 |
Potential Payments and Benefits upon Termination or Change-in-Control
| | 2025 Proxy Statement | 51 |
Potential Payments and Benefits upon Termination or Change-in-Control
| Gunnar Gudlaugsson | | | | | | | | | | | Manner of Departure | | | | | | | | | | | By Company without Cause | | | | | | Following a | | | | or by Officer | | | | | Following | Qualifying | | Compensation | | with Good | By Company | | | | a Change in | Acquisition by | | Element | Voluntary | Reason | with Cause | Retirement | Disability | Death | Control | the Company | | Salary | — | $540,000 | — | — | — | — | $742,500 | $540,0000 | | Bonus(a) | — | $447,682 | — | $447,682 | $447,682 | $447,682 | $1,119,205 | $895,364 | | Qualified Retirement Benefits(b) | — | — | — | — | — | — | — | — | | Nonqualified Retirement Benefits(c) | — | — | — | — | — | — | — | — | | TVSUs(d) | — | — | — | $790,493 | $790,493 | $790,493 | $1,617,225 | $790,493 | | PSUs(e) | — | — | — | $790,493 | $790,493 | $790,493 | $1,617,225 | $790,493 | | Insurance Continuation | — | $9,500 | — | — | — | — | $14,250 | $9,500 | | Total | — | $997,182 | — | $2,028,668 | $2,028,668 | $2,028,668 | $5,110,406 | $3,025,850 | | John DeZee | | | | | | | | | | | Manner of Departure | | | | | | | | | | | By Company without Cause | | | | | | Following a | | | | or by Officer | | | | | Following | Qualifying | | Compensation | | with Good | By Company | | | | a Change in | Acquisition by | | Element | Voluntary | Reason | with Cause | Retirement | Disability | Death | Control | the Company | | Salary | — | $430,000 | — | — | — | — | $645,000 | $430,000 | | Bonus(a) | — | $274,331 | — | $274,331 | $274,331 | $274,331 | $685,828 | $548,662 | | Qualified Retirement Benefits(b) | $1,000,243 | $1,000,243 | $1,000,243 | $1,000,243 | $1,000,243 | $1,000,243 | $1,000,243 | $1,000,243 | | Nonqualified Retirement Benefits(c) | — | — | — | — | — | — | — | — | | TVSUs(d) | — | — | — | $472,196 | $472,196 | $472,196 | $924,264 | $472,196 | | PSUs(e) | — | — | — | $472,196 | $472,196 | $472,196 | $924,264 | $472,196 | | Insurance Continuation | — | $19,000 | — | — | — | — | $28,500 | $19,000 | | Total | $1,000,243 | $1,723,574 | $1,000,243 | $2,218,965 | $2,218,965 | $2,218,965 | $4,208,099 | $2,942,296 |
Potential Payments and Benefits upon Termination or Change-in-Control
| | 2025 Proxy Statement | 52 |
Potential Payments and Benefits upon Termination or Change-in-Control
| Matthew Aboud | | | | | | | | | | | Manner of Departure | | | | | | | | | | | By Company without Cause | | | | | | Following a | | | | or by Officer | | | | | Following | Qualifying | | Compensation | | with Good | By Company | | | | a Change in | Acquisition by | | Element | Voluntary | Reason | with Cause | Retirement | Disability | Death | Control | the Company | | Salary | — | $182,500 | — | — | — | — | $365,000 | $182,500 | | Bonus(a) | — | $216,500 | — | $216,500 | $216,500 | $216,500 | $182,500 | $324,750 | | Qualified Retirement Benefits(b) | — | — | — | — | — | — | — | — | | Nonqualified Retirement Benefits(c) | — | — | — | — | — | — | — | — | | TVSUs(d) | — | — | — | $327,529 | $327,529 | $327,529 | $649,616 | $327,529 | | PSUs(e) | — | — | — | $327,529 | $327,529 | $327,529 | $649,616 | $327,529 | | Insurance Continuation | — | $16,311 | — | — | — | — | $32,622 | $16,311 | | Total | — | $415,311 | — | $871,558 | $871,558 | $871,558 | $1,879,354 | $1,178,619 |
Potential Payments and Benefits upon Termination or Change-in-Control
| (a) Amounts shown are based on actual earned 2024 AIP as of year-end except under the change in control and qualifying acquisition scenarios, which are based on values assuming target payout under the 2024 AIP. |
Potential Payments and Benefits upon Termination or Change-in-Control
| (b) Represents the actuarial calculated present value of benefits under our Qualified Plan. Amounts shown will not be paid to named executive as a lump sum. Rather, the amounts shown represent the amount that would be received upon a termination event after reaching normal retirement age (62), or to a surviving spouse as an annuity in the event of the executive’s death. Because the Qualified Plan was closed to new participants as of January 1, 2015, Mr. Bialek, and Mr. Aboud were not eligible for benefits under this plan. Mr. Gudlaugsson does not participate in the Qualified Plan as a non-U.S. based employee. |
Potential Payments and Benefits upon Termination or Change-in-Control
| (c) Represents the vested balance of deferred retirement benefits under our Restoration Plan. Amounts shown may be paid in a lump sum or installments over a period of 2-10 years as elected by the participant. |
Potential Payments and Benefits upon Termination or Change-in-Control
| (d) Represents the value of TVSUs under the 2023-2025 LTIP and 2024-2026 LTIP. TVSUs vest on a pro-rated basis on termination due to retirement, disability, death or termination of employment in connection with a qualifying acquisition and at 100% of target following termination of employment in connection with a change in control. Value is based on our closing stock price of $18.22 on December 31, 2024. |
Potential Payments and Benefits upon Termination or Change-in-Control
| (e) Represents the value of PSUs under the 2023-2025 LTIP and 2024-2026 LTIP assuming target level achievement. PSUs vest on a pro-rated basis on termination due to retirement, disability, death or a qualifying acquisition and at 100% of target following a change in control. PSUs awarded under the 2023-2025 LTIP and 2024-2026 LTIP are equity-based awards and were valued based on our closing stock price of $18.22 on December 31, 2024. |
Potential Payments and Benefits upon Termination or Change-in-Control
| | 2025 Proxy Statement | 53 |
Potential Payments and Benefits upon Termination or Change-in-Control
CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of Mr. Gary, our CEO, to the annual total compensation of our median employee. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The values for 2024, our last completed fiscal year, are as follows:
Potential Payments and Benefits upon Termination or Change-in-Control
| • | annual total compensation for our CEO as reported in the 2024 Summary Compensation Table of $8,207,393; and |
Potential Payments and Benefits upon Termination or Change-in-Control
| • | annual total compensation for our median employee of $85,107. |
Potential Payments and Benefits upon Termination or Change-in-Control
Accordingly, the ratio of Mr. Gary’s annual total compensation to our median employee’s total compensation for 2024 was 96:1. In 2024 we identified a new median employee for purposes of calculating the 2024 CEO Pay Ratio Disclosure. In determining this median employee, we examined taxable compensation for all individuals who were employed by us on November 1, 2024, excluding Mr. Gary, our CEO on that date. We included all employees of the Company and our consolidated subsidiaries, whether employed on a full-time, part-time, or seasonal basis; whether located in the U.S. or abroad; and without regard to whether the employees are salaried or hourly. We did not make any material assumptions, adjustments, or estimates with respect to taxable compensation or in identifying the median employee, and we did not annualize the compensation for any full-time or permanent part-time employees that were employed by us for all of 2024. We believe the use of annual taxable compensation for all employees is a consistently applied compensation measure. Consistent with the SEC rules, we elected to use the newly determined median employee in 2024. In calculating the 2024 annual total compensation for such employee, we used the same methodology as was used to calculate the total compensation of our CEO as reported in the 2024 Summary Compensation Table in this proxy statement. The SEC rules for identifying the median employee and in calculating the pay ratio allow companies to adopt a variety of methodologies, exclusions and assumptions. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies.
Potential Payments and Benefits upon Termination or Change-in-Control
| | 2025 Proxy Statement | 54 |
Potential Payments and Benefits upon Termination or Change-in-Control
Pay vs. Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosures regarding the relationship between compensation for our principal executive officer (“PEO”) and average compensation for our non-PEO named executive officers (“Non-PEO NEOs”) and certain measures of Company financial performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Potential Payments and Benefits upon Termination or Change-in-Control
| | Summary Compensation | Compensation | Summary Compensation | Compensation Actually | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment based on:(c) | | | | | Year | Table Total for PEO Jesse Gary(a) ($) | Actually Paid to PEO Jesse Gary(a,b,c) ($) | Table Total for PEO Michael Bless(a) ($) | Paid to PEO Michael Bless(a,b) ($) | Table Total for Non-PEO NEOs(a) ($) | Actually Paid to Non-PEO NEOs(a,b) ($) | TSR ($) | Peer Group TSR ($) | GAAP Net Income ($ Millions) | Relative TSR (as % of Avg. TSR Comparators)(d) | | 2024 | 8,207,393 | 17,095,298 | | | 1,647,834 | 3,408,622 | 242 | 188 | 319 | 167.2% | | 2023 | 8,017,519 | 13,814,257 | | | 1,559,454 | 2,373,631 | 162 | 169 | (43) | 151.7% | | 2022 | 8,193,535 | 1,563,282 | | | 840,747 | 93,714 | 109 | 226 | (14) | 64.3% | | 2021 | 5,440,308 | 6,360,209 | 4,217,895 | 4,617,882 | 1,084,929 | 1,099,028 | 220 | 296 | (167) | 71.9% | | 2020 | | | 5,208,386 | 12,209,538 | 1,538,266 | 2,998,546 | 147 | 115 | (123) | 129.8% |
Potential Payments and Benefits upon Termination or Change-in-Control
| (a) Jesse Gary was our PEO in 2021, 2022, 2023, and 2024, and Michael Bless was our PEO in 2020 and 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Potential Payments and Benefits upon Termination or Change-in-Control
| 2024 | 2023 | 2022 | 2021 | 2020 | | Gunnar Gudlaugsson | Gunnar Gudlaugsson | Craig Conti | Craig Conti | Craig Conti | | John DeZee | John DeZee | Michelle Harrison | Michelle Harrison | Jesse Gary | | Gerald Bialek | Gerald Bialek | Gunnar Gudlaugsson | John Hoerner | Michelle Harrison | | Matthew Aboud | Matthew Aboud | John DeZee | Gunnar Gudlaugsson | John Hoerner | | | | Gerald Bialek | John DeZee | | | | | Matthew Aboud | | |
Potential Payments and Benefits upon Termination or Change-in-Control
| (b) The amounts shown for Compensation Actually Paid, or “CAP,” have been calculated as required by and in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned, realized, or received by the Company’s NEOs. Compensation Actually Paid reflects total compensation as disclosed in the Summary Compensation Table as adjusted to exclude and include certain amounts for the PEO and the Non-PEO NEOs as set forth below with respect to 2024. Equity values are calculated in accordance with FASB ASC Topic 718. |
Potential Payments and Benefits upon Termination or Change-in-Control
| Year | Summary Compensation Table Total for Jesse Gary ($) | Exclusion of Stock Awards for Jesse Gary ($) | Inclusion of Equity Values for Jesse Gary ($) | Less Change in Pension Value Reported in Summary Compensation Table | Plus Pension Service Cost for Services Rendered During the Year | Compensation Actually Paid to Jesse Gary ($) | | 2024 | 8,207,393 | (4,119,891) | 13,353,781 | (345,985) | 0 | 17,095,298 | | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non- PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Less Change in Pension Value Reported in Summary Compensation Table | Plus Pension Service Cost for Services Rendered During the Year | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,647,834 | (755,254) | 2,530,568 | (28,220) | 13,639 | 3,408,622 |
Potential Payments and Benefits upon Termination or Change-in-Control
| | 2025 Proxy Statement | 55 |
Potential Payments and Benefits upon Termination or Change-in-Control
The amounts in the Exclusion of Stock Awards columns in the table above are the totals from the Stock Awards column set forth in the Summary Compensation Table. The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Potential Payments and Benefits upon Termination or Change-in-Control
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jesse Gary ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jesse Gary ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jesse Gary ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Jesse Gary ($) | Total—Inclusion of Equity Values for Jesse Gary ($) | | 2024 | 7,419,876 | 3,559,554 | 2,374,350 | 0 | 13,353,781 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total—Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 1,700,254 | 584,083 | 246,231 | 0 | 2,530,568 |
Potential Payments and Benefits upon Termination or Change-in-Control
| (c) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Aluminum (Sector) Index (“Dow Jones U.S. Aluminum Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Dow Jones U.S. Aluminum Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Potential Payments and Benefits upon Termination or Change-in-Control
| (d) We determined Relative TSR, which is the Company’s TSR as a percentage of the average TSR of an industry peer group comprised of aluminum companies, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024 because this is the primary performance metric in the PSU program, which is the largest element of pay for the PEO. We may determine a different financial performance measure to be the most important financial performance measure in future years. We refer you to the section of this proxy statement titled “Compensation Discussion and Analysis” for discussion of the Industry Peer Group. |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years. The chart also provides a comparison of the Company’s TSR and Peer Group TSR.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to the Non-PEOs, and our Net Income during the four most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
| | 2025 Proxy Statement | 57 |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to the Non-PEOs, and Relative TSR (as % of Avg. TSR Comparators) over the four most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR
| | 2025 Proxy Statement | 58 |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR
At the Annual Meeting, stockholders will vote on a proposal to approve a new incentive plan, the Century Aluminum Company 2025 Incentive Plan (the “Plan”). The Plan has been approved by the Board of Directors, subject to stockholder approval at the Annual Meeting, based upon a recommendation of the Compensation Committee and management. The Company currently maintains the Century Aluminum Company Amended and Restated Stock Incentive Plan, as amended, referred to as the “Existing Plan.” The Compensation Committee, with the assistance of the Compensation Committee’s independent compensation consultant, reviewed the Existing Plan and determined that an insufficient number of shares of common stock remained available under the Existing Plan to enable the Company to provide future grants of equity-based awards to employees, officers and non-employee directors. As a result of this review, the Compensation Committee recommended to the Board of Directors of the Company that it adopt a new plan in order for the Company to continue to have the ability to offer equity as part of the Company’s overall compensation program. Subject to adjustment and the share usage provisions further described below, the maximum number of shares that may be issued pursuant to awards granted under the Plan will be 5,519,839, which consists of 1,681,839 shares that remain available for grant under the Existing Plan as of March 1, 2025 plus 3,838,000 newly reserved shares, less one share for every share subject to an award that is granted under the Existing Plan after March 1, 2025 and prior to the date of the Annual Meeting. No additional grants will be made under the Existing Plan if the Plan is approved. Rationale for Implementing the Plan The Board believes that the adoption of the Plan is desirable and in the best interests of the Company and its stockholders. The Plan is intended to promote and closely align the interests of officers and key employees of the Company and its stockholders by continuing the ability for the Company to award to stock-based compensation, including performance-based equity compensation, while not causing unreasonable dilution to stockholders. The Plan includes important features that are designed to serve our stockholders’ interests as described below. The continued ability to offer equity-based compensation also is a critical factor in attracting, motivating and retaining qualified employees who will contribute to our financial success, thereby advancing the interests of the Company and its stockholders. Additionally, the Plan will provide the flexibility to grant awards to our non-employee directors. Therefore, the Board views the Plan as a key component of the Company’s compensation program. In setting the proposed number of shares to be reserved and issuable under the Plan, the Compensation Committee and the Board of Directors considered a number of factors, which included the following:
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR
| • | Expected duration of shares available for issuance under the Plan. Based on the requested number of shares to be reserved under the Plan (including the anticipated number of shares to be transferred from the Existing Plan to the Plan) and on our three-year average burn rate, we expect that the share reserve will cover awards under the Plan for approximately six years. We believe the expected life of the share reserve is reasonable and will ensure sufficient availability for equity awards. |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR
| | 2025 Proxy Statement | 59 |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR
| • | Expected fully diluted overhang. The fully diluted overhang under our Existing Plan as of March 1, 2025 was 4.2%. If the Plan was in place as of such date, the fully diluted overhang under the Plan would be 7.9%, and would then decrease over time. We believe that the expected potential increase in fully diluted overhang that will result from the Plan is reasonable for a company of our size in our industry. |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Relative TSR
We define fully diluted overhang as the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled and (2) the number of shares available to be granted, divided by the sum of (1) the approximate total common shares outstanding, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be granted. Approval of the Plan requires the affirmative vote of a majority of the shares of Century common stock represented in person or by proxy at the Annual Meeting. If the Plan is approved by stockholders, awards will no longer be granted under the Existing Plan. If the Plan is not approved by stockholders, awards will continue to be granted under the Existing Plan, but no more equity-based awards may be granted once the maximum number of shares reserved under the Existing Plan has been reached. The principal features of the Plan are highlighted below. The Board of Directors recommends that you vote FOR Proxy Item 4.