DEF 14A of Century Aluminum Co, Apr 24, 2026

DEF 14A of Century Aluminum Co

Filed Apr 24, 2026 · FY20250001552781-26-000269

Open on EDGAR

  1. TABLE OF CONTENTS

    | Potential Payments and Benefits upon Termination or Change-in-Control | 52 | | CEO Pay Ratio Disclosure | 57 | | Pay vs. Performance | 58 | | OTHER IMPORTANT MATTERS | | | Stock Ownership of Certain Beneficial Owners | 64 | | Stock Ownership of Directors and Executive Officers | 65 | | Delinquent Section 16(a) Reports | 66 | | Insider Trading Policies and Practices | 66 | | Transactions with Related Parties in 2025 | 66 | | Matters Raised at the 2026 Annual Meeting Not Included in This Statement | 67 | | Stockholder Proposals and Director Nominations for the 2027 Annual Meeting | 68 | | Non-GAAP Financial Measures | 69 | | Questions & Answers | 70 |

  2. BOARD NOMINEES

    BOARD NOMINEES The following table provides summary information about each director nominee standing for election at the 2026 Annual Meeting, the Board Committees on which such director currently serves, if any, and the number of other public company boards they serve on.

  3. BOARD NOMINEES

    | NAME | AGE | DIRECTOR SINCE | INDEPENDENT | AC | CC | G&NC | HSSC | OTHER PUBLIC COMPANY BOARDS | | Andrew Michelmore | 73 | 2018 | Yes | | | | | — | | Jarl Berntzen | 59 | 2006 | Yes | | | | | — | | Jennifer Bush | 52 | 2021 | Yes | | | | | Cummins India, Ltd. | | Jesse Gary | 46 | 2021 | Yes | — | — | — | | — | | Errol Glasser | 72 | 2014 | Yes | | | | | Regency Affiliates, Inc. | | Wilhelm van Jaarsveld | 41 | 2017 | No | — | — | — | — | — | | Tamla Olivier | 53 | 2023 | Yes | | | | | — |

  4. BOARD NOMINEES

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

  5. BOARD NOMINEES

    | | 2026 Proxy Statement | 2 |

  6. BOARD NOMINEES

    Proxy Summary

  7. 2025 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; |

  8. 2025 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 (85% of 2025 target compensation was “at risk” for our CEO and on average 67% for our other NEOs); |

  9. 2025 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 2025 target value of long-term incentive awards for our CEO and 50% on average for our other NEOs); and |

  10. 2025 EXECUTIVE COMPENSATION SUMMARY

    | • | Linking payouts under our annual incentive program to the achievement of pre-established financial, operational and safety performance targets (70% weighting) and individual performance criteria for each NEO (30% weighting). |

  11. 2025 EXECUTIVE COMPENSATION SUMMARY

    | • | Performance at 113.4% of target under the financial, operational and safety metrics component of our 2025 Annual Incentive Plan (AIP) reflecting strong operational performance and management execution. |

  12. 2025 EXECUTIVE COMPENSATION SUMMARY

    | • | The vesting of our 2023-2025 performance share units (“PSUs”) at 200% of target, reflecting superior relative TSR performance compared to our 2025 Industry Peer Group due, in part, to realization of the long-term benefits of the Company’s strategic plan. |

  13. 2025 EXECUTIVE COMPENSATION SUMMARY

    | Salary | AIP | RSUs | PSUs | | 15% | 19% | 26% | 40% |

  14. 2025 EXECUTIVE COMPENSATION SUMMARY

    | 85% | Approximately 85% of the target value* of our CEO’s 2025 compensation was variable and/or at-risk, including 60% of long-term incentives in the form of PSUs. |

  15. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  16. ELECTION OF DIRECTORS

    | | The board of directors recommends that the stockholders vote “FOR” the election of each of Messrs. Berntzen, Gary, Glasser, Van Jaarsveld and Michelmore and Mss. Bush and Olivier to the board for a one-year term expiring in 2027. |

  17. ELECTION OF DIRECTORS

    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.

  18. ELECTION OF DIRECTORS

    | | 2026 Proxy Statement | 6 |

  19. BOARD COMPOSITION AND SKILLS

    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.

  20. BOARD COMPOSITION AND SKILLS

    | 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 |

  21. BOARD COMPOSITION AND SKILLS

    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.

  22. BOARD COMPOSITION AND SKILLS

    | | 2026 Proxy Statement | 7 |

  23. 2026 DIRECTOR NOMINEES

    2026 DIRECTOR NOMINEES

  24. 2026 DIRECTOR NOMINEES

    | Committees: Audit (Vice Chair) Compensation (Chair) Governance & Nominating Health, Safety & Sustainability | Jarl Berntzen | | | Age: 59 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. |

  25. 2026 DIRECTOR NOMINEES

    | Committees: Audit Compensation Governance & Nominating Health, Safety & Sustainability (Chair) | Jennifer Bush | | | Age: 52 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. |

  26. 2026 DIRECTOR NOMINEES

    | | 2026 Proxy Statement | 8 |

  27. 2026 DIRECTOR NOMINEES

    | Committees: Health, Safety & Sustainability | Jesse Gary | | | Age: 46 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 in 2010, 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. |

  28. 2026 DIRECTOR NOMINEES

    | Committees: Audit (Chair) Compensation Governance & Nominating Health, Safety & Sustainability | Errol Glasser | | | Age: 72 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. (OTCID: 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. |

  29. 2026 DIRECTOR NOMINEES

    | | 2026 Proxy Statement | 9 |

  30. 2026 DIRECTOR NOMINEES

    | Committees: None | Wilhelm van Jaarsveld | | | Age: 41 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 managing aluminum, alumina and bauxite operations and investments around the world. In addition, as a Swiss resident and South African native, Mr. van Jaarsveld provides international diversity and perspective to the Board. |

  31. 2026 DIRECTOR NOMINEES

    | Committees: Audit Compensation Governance & Nominating Health, Safety & Sustainability | Andrew Michelmore | | | Age: 73 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 Australian Institute of Company Directors. 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. |

  32. 2026 DIRECTOR NOMINEES

    | | 2026 Proxy Statement | 10 |

  33. 2026 DIRECTOR NOMINEES

    | Committees: Audit Compensation Governance & Nominating (Chair) Health, Safety & Sustainability | Tamla A. Olivier | | | Age: 53 Director Since: 2023 Independent | | | BACKGROUND: Ms. Olivier has served as the President and CEO of Baltimore Gas & Electric Company, a subsidiary of Exelon Corporation (NASDAQ: EXC) since May 2025. Ms. Olivier previously served as Senior Vice President and Chief Operating Officer of Pepco Holdings, Inc., a wholly owned subsidiary of Exelon Corporation from November 2021 – April 2025. 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. |

  34. 2026 DIRECTOR NOMINEES

    | | 2026 Proxy Statement | 11 |

  35. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    2025 NON-EMPLOYEE DIRECTOR COMPENSATION Our non-employee director compensation program is designed to attract and retain talented director candidates. The Board and the Compensation Committee, with the assistance of the Compensation Committee’s independent compensation consultant, annually review the pay levels and structure of our directors’ compensation. Directors who are full-time salaried employees of Century are not compensated for their service on the Board. The Board believes that (i) compensation for independent directors should be a mix of cash and equity-based compensation and (ii) compensation for non-employee, non-independent, Board members should only be in cash in order to avoid indirectly increasing the beneficial ownership of any stockholder with whom they may be affiliated. Annual cash retainers due to the directors are paid in quarterly increments together with any meeting fees incurred during the prior quarter. All directors are also reimbursed for their travel and other expenses incurred in attending Board and Board committee meetings. For 2025, Mr. van Jaarsveld waived his right to receive compensation of any kind, including his right to receive expense reimbursement.

  36. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | | 2026 Proxy Statement | 18 |

  37. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    The table below sets forth the components of compensation for our non-employee directors (other than Mr. van Jaarsveld) in 2025:

  38. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | ANNUAL COMPENSATION ELEMENT | AMOUNT | | Annual Cash Retainer | $50,000 | | Independent Chairman Annual Cash Retainer | $100,000 | | Audit Committee Chair Annual Cash Retainer | $12,500 | | Other Committee Chair Annual Cash Retainer | $10,000 | | Annual Equity Award(a) | $135,000 | | Board and Committee Meeting Fees(b) | $2,000 |

  39. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (a) The annual equity award is granted in the form of restricted stock units (“RSUs”) following the annual stockholders’ meeting or in connection with a new director appointment. Each RSU 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 RSU award will immediately vest pursuant to its terms, and for any director who is 65 or older at the time of his or her RSU grant, such RSUs are vested at the time of grant. The dollar value of the annual equity award is converted into a number of RSUs based on the thirty-day trailing average closing price of Century common stock. |

  40. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (b) Each member of the Board is compensated $2,000 for each Board and Committee meeting attended, except that each of the Audit Committee Chair and Compensation Committee Chair receives $3,000 for each meeting of the Audit Committee and the Compensation Committee attended, respectively. |

  41. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    The following table sets forth the total compensation for each person who served as a non-employee director during the year ended December 31, 2025.

  42. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(a) | TOTAL | | Andrew Michelmore | $222,250 | $143,047 | $365,297 | | Jarl Berntzen | $130,750 | $143,047 | $273,797 | | Jennifer Bush | $122,750 | $143,047 | $265,797 | | Errol Glasser | $133,250 | $143,047 | $276,297 | | Wilhelm van Jaarsveld(b) | $0 | $0 | $0 | | Tamla Olivier | $111,250 | $143,047 | $254,297 |

  43. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (a) These amounts represent the grant date fair value of the RSUs awarded to each non-employee director computed in accordance with FASB Topic 718, which is calculated by multiplying the number of shares granted by the closing price of Century’s common stock on the date of grant. This calculation differs from how the Company calculates the number of shares in each annual director equity award, which is based on the thirty-day trailing average closing price of the common stock of the Company. The closing price of Century’s common stock on June 16, 2025 (the date of grant for all directors) was $18.39. Mr. Glasser and Ms. Bush elected to defer the settlement of all RSUs awarded to them in 2025 until their service on the Board has terminated. |

  44. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (b) Mr. van Jaarsveld waived his right to receive all compensation in connection with his service on the Board. |

  45. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | | 2026 Proxy Statement | 19 |

  46. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    The following table sets forth as of December 31, 2025, the number of outstanding stock awards held by each non-employee director who served on our Board during 2025:

  47. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | NAME | NUMBER OF STOCK AWARDS OUTSTANDING AS OF 12/31/2025(a) | NUMBER OF DEFERRED STOCK AWARDS(b) | | Andrew Michelmore | — | — | | Jarl Berntzen | 7,778 | 107,786 | | Jennifer Bush | 7,778 | 31,253 | | Errol Glasser | — | 115,202 | | Wilhelm van Jaarsveld | — | — | | Tamla Olivier | 7,778 | — |

  48. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (a) Represents unvested RSUs as of December 31, 2025. All RSUs granted to Messrs. Michelmore and Glasser immediately vest upon grant due to each of them having reached the age of 65. |

  49. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (b) Represents vested RSUs the settlement of which has been deferred until termination from service as a Director of the Company. |

  50. OUR PHILOSOPHY ON EXECUTIVE COMPENSATION AND OVERVIEW OF 2025 NEO COMPENSATION

    | • | 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 (85% of 2025 target compensation was “at risk” for our CEO and, on average, 67% for our continuing NEOs); |

  51. OUR PHILOSOPHY ON EXECUTIVE COMPENSATION AND OVERVIEW OF 2025 NEO COMPENSATION

    | • | 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 2025 target value of long-term incentive awards for our CEO and 50% for our other NEOs); and |

  52. OUR PHILOSOPHY ON EXECUTIVE COMPENSATION AND OVERVIEW OF 2025 NEO COMPENSATION

    | • | Linking payouts under our annual incentive programs to the achievement of pre-established financial, operational and safety performance targets (70% weighting) and individual performance targets for each NEO (30% weighting). |

  53. OUR PHILOSOPHY ON EXECUTIVE COMPENSATION AND OVERVIEW OF 2025 NEO COMPENSATION

    | • | Performance at 113.4% of target under the financial, operational and safety metrics component of our 2025 Annual Incentive Plan (AIP) reflecting strong operational performance and management execution. |

  54. OUR PHILOSOPHY ON EXECUTIVE COMPENSATION AND OVERVIEW OF 2025 NEO COMPENSATION

    | • | The vesting of our 2023-2025 performance share units (“PSUs”) at 200% of target, reflecting superior relative TSR performance compared to our 2025 Industry Peer group due, in part, to realization of the long-term benefits of the Company’s strategic plan. |

  55. CEO 2025 TARGET* COMPENSATION

    | Salary | AIP | RSUs | PSUs | | 15% | 19% | 26% | 40% |

  56. CEO 2025 TARGET* COMPENSATION

    | 85% | Approximately 85% of the target value* of our CEO’s 2025 compensation was variable and/or at-risk, including 60% of long-term incentives in the form of PSUs. |

  57. AVERAGE OF 2025 TARGET COMPENSATION FOR NEOs (OTHER THAN THE CEO)

    | Salary | AIP | LTI | | 33% | 21% | 46% |

  58. 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; |

  59. The Compensation Committee

    | • | Reviews the benchmarking peer group and makes proposals for change, when necessary; |

  60. The Compensation Committee

    | • | Reviews the Company’s non-employee director compensation program; |

  61. The Compensation Committee

    | • | Reviews performance against the Company’s plans and budgets and considers the degree of achievement of pre-established performance goals; |

  62. The Compensation Committee

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

  63. Compensation Considerations

    | • | Long-term stockholder value creation; |

  64. Compensation Considerations

    | • | Key areas management can influence over the short- and long-term; |

  65. Compensation Considerations

    | • | Market values for comparably situated executives among our peer group. |

  66. 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 2025 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 2025 compensation, the Committee, in consultation with its independent executive compensation consultant, made no changes to the companies that comprised the prior year’s compensation peer group (the “Compensation Peer Group”). The following companies comprised the Company’s Compensation Peer Group for purposes of determining 2025 target compensation for the Company’s NEOs:

  67. 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. |

  68. Benchmarking Executive Compensation

    | | 2026 Proxy Statement | 31 |

  69. Benchmarking Executive Compensation

    For 2025, the Committee also assessed the Company’s TSR performance against a group of aluminum industry companies listed below (the “Industry Peer Group”) to compare Company’s relative 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. Although the Committee believes that the Compensation Peer Group is an appropriate benchmark for executive compensation at other similarly sized companies, this peer group data does not always provide useful comparisons to other companies that might be experiencing macro economic business conditions similar to those experienced by the Company. 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 2025 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 2025 Industry Peer Group:

  70. Benchmarking Executive Compensation

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

  71. 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 of the Company’s executive compensation program for 2025, 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 2025 were made by the Committee. During 2025, 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.

  72. COMPONENTS OF EXECUTIVE COMPENSATION

    | | PAY ELEMENT | PURPOSE | PERFORMANCE METRIC | | | ANNUAL | Base Salary | Base salary provides a secure fixed level of compensation commensurate with individual level of responsibility | N/A | FIXED | | | Annual Incentive Plan (AIP) | Performance-based annual cash award designed to motivate and reward our executives for achieving the Company’s short-term financial and operational objectives | 2025 AIP Metrics: • Financial, Operational and Safety (70%) • Individual Performance (30%) | VARIABLE | | LONG-TERM | Time-vested Stock Units (RSUs) | Time-based equity compensation designed to incentivize long-term value creation, encourage retention and align executives’ interests with our stockholders | Value fluctuates with stock price performance over three-year vesting period | | | | Performance Stock Units (PSUs) | Performance-based equity compensation intended to further incentivize the achievement of long-term strategic, financial and operational goals that drive sustainable value creation | Relative TSR over two- and three-year performance periods versus an Industry Peer Group, modified based on achievement against pre-established, multi-year strategic initiatives | |

  73. 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, 2025, and the amount by which each NEO’s 2024 base salary was adjusted in 2025. Salary adjustments for our NEOs, if any, are generally effective in March of each year or upon a change in position. The 2025 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 and, for Mr. Trpkovski, reflects a salary increase commensurate with this promotion to Chief Financial Officer.

  74. 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.

  75. Annual Incentive Program (AIP)

    | | 2026 Proxy Statement | 34 |

  76. 2025 AIP Design and Metrics

    2025 AIP Design and Metrics Each year, the Committee establishes a target annual cash 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 2025 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 2025, each NEO’s target annual incentive opportunity as a percentage of base salary was as follows:

  77. 2025 AIP Design and Metrics

    | NAMED EXECUTIVE OFFICER | 2025 TARGET AIP OPPORTUNITY (% OF BASE SALARY) | | Mr. Gary | 120% | | Mr. Trpkovski | 65% | | Mr. Gudlaugsson | 80% | | Mr. DeZee | 60% | | Mr. Hoffman | 50% | | Mr. Bialek | 65% |

  78. 2025 AIP Design and Metrics

    When establishing the 2025 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 2025 AIP, and in order to continue to link management’s performance with compensation outcomes, the Committee used 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 2025 AIP design to reinforce the Company’s culture of safety and employee wellness. The Committee determined that the largest portion of the 2025 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 2025 (the “Individual Performance Criteria”). The Individual Performance Criteria (which comprised 30% of the 2025 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 2025 executive compensation and would cause competitive harm to the Company. The Individual Performance Criteria established by the Committee for 2025 included goals and objectives tied to operational performance and other Company initiatives and strategies.

  79. 2025 AIP Design and Metrics

    | | 2026 Proxy Statement | 35 |

  80. 2025 AIP Design and Metrics

    The following table summarizes the FOS Metrics included in the 2025 AIP, the respective weightings for each metric and the Committee’s rationale for including such metric in the 2025 AIP design. In total, the FOS Metrics represent 70% of the 2025 AIP design. In early 2026, the Committee met to review the results of the 2025 FOS Metrics and Individual Performance Criteria, which were then combined to produce a Final 2025 AIP Performance Factor.

  81. 2025 AIP Design and Metrics

    | | PERFORMANCE METRIC (WEIGHTING AS A % OF TOTAL AIP) | DEFINITION | RATIONALE | | FINANCIAL METRICS | Controllable Costs (25%) | Controllable Costs are those elements of the Company’s cost structure which are not directly impacted by commodity prices and thus, are within Management’s ability to control and influence. These costs include labor, maintenance, supplies, pot relining, and other similar costs. The level of planned controllable cost included in the Company’s annual business plan is used to set the target level for this metric, with threshold and maximum levels then being set in a commensurate fashion. | The inclusion of Controllable Costs as an AIP performance measure drives disciplined cost management, supporting of the Company’s financial goals. | | | Shipment Volume* (15%) | Total metric tonnes of aluminum shipped to customers. | Setting appropriate volume targets helps drive revenue, focuses management on operational execution and optimizes operating leverage. | | OPERATIONAL METRICS | Energy Efficiency (3.33%) | A direct measurement of the amount of energy required per tonne of aluminum produced. | Understanding that power is the single largest cost component of aluminum production, optimizing energy efficiency is critical to drive operational and financial results. | | | Current Efficiency (3.33%) | A direct measurement of the ratio of actual achieved aluminum production vs the theoretical potential production capacity of our facilities. | Current Efficiency is the best single indicator of the overall efficiency of the Company’s reduction process. | | | Amperage (3.33%) | A direct measurement of the average electrical current strength at each of our facilities. | Aluminum production volume is directly proportional to amperage. Thus, Amperage incentivizes greater production volumes. | | SAFETY METRICS | Fatal and Serious Injuries (FSI) (6.66%) | The number of fatal and/or serious injuries. | Safety is the Company’s first and most important priority, and the FSI safety metric focuses on reducing the number of fatalities and serious injuries. | | | Days Away, Restricted, or Transferred (DART) (6.66%) | An OSHA approved metric, the DART rate tracks incidents that result in days away from work, restricted work activity and transfers to another job. | DART tracking quantifies the severity of workplace injuries by assessing the impact of injuries on employees’ ability to perform job duties. | | | Incident Review Board (“IRB”) Reporting (6.66%) | Measures the quality and timeliness of management’s actions to review actual or potential safety incidents and mitigate the future occurrence of serious injuries. | Incident Review is integral to improving future safety performance and provides a measure of forward-looking actions implemented by the Company towards achieving its goals. |

  82. 2025 AIP Design and Metrics

    * May vary from reported results to adjust for immaterial, non-recurring delays due to non-operational factors.

  83. 2025 AIP Design and Metrics

    | | 2026 Proxy Statement | 36 |

  84. 2025 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.

  85. 2025 AIP Performance Results

    2025 AIP Performance Results The following table summarizes the Company’s 2025 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 2025 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 2025 AIP were achieved at 113.4% 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.

  86. 2025 AIP Performance Results

    | | 2026 Proxy Statement | 37 |

  87. 2025 AIP Performance Results

    In early 2026, 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 2025. 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 2025, including the (i) announced Mt. Holly restart of over 50,000 MT of idled production to begin during the second quarter of 2026, (ii) announcement of a joint development agreement with Emirates Global Aluminium in connection with our new smelter, and (iii) sale of the Hawesville site, in which the Company received significant upfront capital and a minority stake in the completed AI data center to be built on site. 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 190% of target, and for each other NEO’s Individual Performance Criteria to be between 90% 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 2025 AIP, a Final 2025 AIP Performance Factor was calculated and the Committee approved the 2025 AIP payouts as indicated in the table below.

  88. 2025 AIP Performance Results

    | NAME | TARGET 2025 AIP OPPORTUNITY(a) | FINAL 2025 AIP PERFORMANCE FACTOR(b) | FINAL 2025 AIP AWARD | | Mr. Gary | $1,200,000 | 136.4% | $1,636,800 | | Mr. Trpkovski | $292,500 | 130.4% | $381,420 | | Mr. Gudlaugsson | $472,000 | 106.4% | $502,208 | | Mr. DeZee | $288,000 | 115.4% | $332,352 | | Mr. Hoffman | $211,250 | 112.4% | $237,445 | | Mr. Bialek(c) | $321,750 | 100% | $70,521 |

  89. 2025 AIP Performance Results

    | (a) Calculated by multiplying each NEO’s 2025 annualized base salary by their 2025 AIP Target Opportunity. |

  90. 2025 AIP Performance Results

    | (b) The Final 2025 AIP Performance Factor is comprised of the following components: (i) 70% FOS Metric performance which was assessed at 113.4% of target, and (ii) 30% Individual Performance Criteria which was determined to be 190% for Mr. Gary and 122.50% for the average of the other NEOs. |

  91. 2025 AIP Performance Results

    | (c) Mr. Bialek separated from the Company effective March 21, 2025, and thus his 2025 AIP award was prorated for the number of days of employment in 2025. |

  92. 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.

  93. 2025-2027 LTIP Design

    2025-2027 LTIP Design The 2025-2027 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, 2027. Restricted stock units (RSUs), 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.

  94. 2025-2027 LTIP Design

    | | 2026 Proxy Statement | 38 |

  95. 2025-2027 LTIP Design

    TSR is calculated by the Committee and is defined as the total return to stockholders (change in stock price, plus dividends) during the applicable performance period, including any dividends during such period being reinvested. Fifty percent (50%) of the 2025-2027 PSU payout is based on the Company’s relative TSR performance over a two-year period (2025-2026) 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 (2025-2027). 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 2025-2027 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 2025-2027 LTIP to be confidential, the disclosure of which is not material to an understanding of our 2025 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 2025-2027 PSUs (linear interpolation applies between threshold and target and between target and maximum performance levels):

  96. 2025-2027 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% |

  97. 2025-2027 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 2025, 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 certain of our NEOs, including Mr. Gary, 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. These increases also acknowledge that the target LTIP opportunity for all current NEOs was set conservatively, below the median of the peer group, upon each such NEOs promotion to their respective roles. Despite these adjustments, total 2025 target compensation for each of our NEOs remained below the peer group median, reinforcing the Committee’s commitment to maintaining a responsible compensation approach.

  98. 2025-2027 LTIP Design

    | NAMED EXECUTIVE OFFICER | 2025-2027 TARGET LTIP OPPORTUNITY (% OF SALARY) | | Mr. Gary | 430% | | Mr. Trpkovski | 160% | | Mr. Gudlaugsson | 175% | | Mr. DeZee | 130% | | Mr. Hoffman | 80% | | Mr. Bialek(a) | 145% |

  99. 2025-2027 LTIP Design

    | (a) In connection with Mr. Bialek’s separation from the Company on March 21, 2025, his 2025-2027 LTIP grant was forfeited. |

  100. 2025-2027 LTIP Design

    | | 2026 Proxy Statement | 39 |

  101. 2025-2027 LTIP Design

    The table below sets out the 2025-2027 LTIP grants for each NEO at the target performance level. The number of PSUs and RSUs is determined 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 RSUs 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.

  102. 2025-2027 LTIP Design

    | NAMED EXECUTIVE OFFICER | NUMBER OF PSUS | NUMBER OF RSUS | 2025-2027 LTIP GRANT DATE VALUE(a) | | Mr. Gary | 126,057 | 84,038 | $3,827,931 | | Mr. Trpkovski | 18,501 | 18,501 | $721,256 | | Mr. Gudlaugsson | 24,582 | 24,582 | $895,768 | | Mr. DeZee | 15,244 | 15,244 | $555,491 | | Mr. Hoffman | 8,257 | 8,257 | $300,885 | | Mr. Bialek(b) | 17,534 | 17,534 | $638,939 |

  103. 2025-2027 LTIP Design

    | (a) Represents the grant date fair value of PSU and RSU 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 RSUs, by multiplying the number of shares awarded by the closing price of the Company’s common stock on the date of grant (January 1, 2025). The amounts shown reflect the closing price of the Company’s common stock on December 31, 2024 (the last trading day prior to the date of grant) of $18.22. For Mr. Trpkovski, amounts include (i) 6,046 PSUs and 6,046 RSUs granted on January 1, 2025, at the grant price of $18.22 and, (ii) 12,455 PSUs and 12,455 RSUs granted on March 20, 2025, in connection with Mr. Trpkovski’s promotion to CFO, at the grant price of $20.11. |

  104. 2025-2027 LTIP Design

    | (b) In connection with Mr. Bialek’s separation from the Company on March 21, 2025, his 2025-2027 LTIP grant was forfeited. |

  105. 2023-2025 LTIP Results

    2023-2025 LTIP Results The 2023-2025 LTIP awards consisted of both RSUs and PSUs. PSUs awarded under the 2023-2025 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 (2023-2024) and fifty percent (50%) of the payout based on relative TSR performance over a three-year period (2023-2025). The range of targets and achievement percentages with respect to TSR for the 2023-2025 PSUs was the same as was used for the 2025-2027 PSUs described above. For the 2023-2025 performance period, the Company’s TSR performance for the two-year period (2023-2024) was 255.4% of the average TSR of the Industry Peer Group, which resulted in a 200% payout; and the Company’s TSR performance for the three-year period (2023-2025) was 244.5% of the average TSR of the Industry Peer Group, which resulted in a 200% payout. The Committee elected not to use its discretion to apply the Strategic Objective Modifier to adjust the payout of the 2023-2025 PSUs. As a result, the 2023-2025 PSUs vested at 200% of target, and were issued in the amounts set forth below:

  106. 2023-2025 LTIP Results

    | | 2023-2025 PSUS (# OF SHARES) | | | NAME | TARGET | EARNED | | Mr. Gary | 219,545 | 439,090 | | Mr. Trpkovski | 9,130 | 18,260 | | Mr. Gudlaugsson | 41,397 | 82,794 | | Mr. DeZee | 27,021 | 54,042 | | Mr. Hoffman | 15,825 | 31,650 | | Mr. Bialek(a) | 38,537 | — |

  107. 2023-2025 LTIP Results

    (a) In connection with Mr. Bialek’s separation from the Company on March 21, 2025, his 2023-2025 LTIP grant was forfeited.

  108. 2023-2025 LTIP Results

    | | 2026 Proxy Statement | 40 |

  109. 2023-2025 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, 2020, and the reinvestment of dividends.

  110. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    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.”

  111. EMPLOYMENT AGREEMENTS

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

  112. Incentive Compensation Recoupment Policy

    Incentive Compensation Recoupment Policy The Company maintains an Incentive Compensation Recoupment Policy (the “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 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. Effect of Restatement on Incentive-Based Compensation. As previously disclosed in the Company’s Form 8-K filed with the SEC on March 3, 2026 and in its Form 10-K for the fiscal year ended December 31, 2025, the Company restated its (i) audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and (ii) its unaudited consolidated financial statements for the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025 and September 30, 2025 (collectively, the “Restatement”) to reflect a change related to the consolidation of the Company’s Jamalco joint venture whereby the Company previously used the proportionate method of consolidation for certain of Jamalco’s net assets versus a full consolidation method. In accordance with the Company’s Recoupment Policy, the Compensation Committee conducted a review to determine whether any Erroneously Awarded Compensation (as defined in the Recoupment Policy) was received by any of the Company’s executive officers during the applicable periods and, if so, the amount of such Erroneously Awarded Compensation. Based on this review, the Compensation Committee determined that no Erroneously Awarded Compensation was received by any of the Company’s executive officers during the applicable periods. In its review, the Compensation Committee considered whether incentive-based compensation related to the applicable periods was potentially recoverable under the Company’s Recoupment Policy because it was based on or derived from Company financial reporting measures. Such compensation included AIP awards as well as PSUs granted as part of each year’s LTIP grants. As part of its recovery analysis, the Committee reviewed and relied on information and analyses provided by management as well as, with respect to the PSUs, an analysis and report provided by a third-party financial consultant. Following its review, the Committee determined that no recovery was required pursuant to the Recoupment Policy as a result of the Restatement because (i) none of the financial reporting measures impacted by the Restatement related to any of the financial, operational or other metrics and criteria on which any part of the AIP awards granted to or received by the Company’s executive officers was based; and (ii) the absence of the corrected financial information ultimately reflected in the Restatement was not determined to have had the effect of inflating the Company’s stock price during the applicable periods to an extent that amounts earned under the PSUs upon achievement of relative TSR goals would have constituted Erroneously Awarded Compensation.

  113. 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, 2025, the Company did not grant any stock options or SARs.

  114. Compensation Risk Assessment

    Compensation Risk Assessment The Committee annually reviews the relationship between the Company’s risk management policies and practices and the incentive compensation provided to the Company’s NEOs to confirm that the Company’s incentive compensation does not encourage unnecessary or excessive risks. The Committee also reviews the relationship between risk management policies and practices, corporate strategy and senior executive compensation. Overall, the Committee believes the Company’s compensation programs are balanced and aligned with the long-term interests of our stockholders. Under the Company’s compensation structure, management can achieve the highest amount of compensation through consistent superior performance over extended periods of time. This incentivizes management to manage the Company for the long term and to avoid excessive risk-taking in the short term. Goals and objectives reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on a single performance measure and the elements of compensation are similarly balanced among cash, RSUs (which do not contain any performance-based vesting requirements and settle in Company stock), and performance-based awards. With limited exceptions, the Committee retains absolute discretion to modify or eliminate any incentive awards if the Committee determines such actions are warranted. The Committee annually reviews a comprehensive compensation risk assessment conducted independently by FW Cook. The assessment focused on the design and application of the Company’s executive and non-executive compensation programs and whether such programs encourage excessive risk taking by executive officers and other employees. Based on this assessment and the Committee’s review, the Committee believes that the Company’s executive compensation programs (i) do not motivate our executive officers or our non-executive employees to take excessive risks, (ii) are designed to encourage behaviors aligned with the long-term interests of stockholders, and (iii) are not reasonably likely to have a material adverse effect on the Company.

  115. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation of our NEOs for the years ended December 31, 2025, 2024 and 2023.

  116. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(a) | BONUS(b) | STOCK AWARDS(c) | NON-EQUITY INCENTIVE PLAN COMPENSATION(d) | CHANGE IN PENSION VALUE AND NQ DEFERRED COMP EARNINGS(e) | ALL OTHER COMP(f) | TOTAL COMPENSATION | | Jesse Gary President and Chief Executive Officer | 2025 | $980,385 | — | $3,827,931 | $1,636,800 | $506,685 | $214,451 | $7,166,252 | | | 2024 | $908,077 | $1,200,000 | $4,119,891 | $1,279,852 | $345,985 | $353,588 | $8,207,393 | | | 2023 | $876,923 | $2,390,000 | $2,993,127 | $1,109,790 | $295,728 | $351,951 | $8,017,519 | | Peter Trpkovski Executive Vice President and Chief Financial Officer | 2025 | $418,846 | — | $721,256 | $381,420 | — | $42,474 | $1,563,996 | | Gunnar Gudlaugsson Executive Vice President, Global Operations | 2025 | $585,258 | — | $895,768 | $502,208 | — | $1,107,376 | $3,090,610 | | | 2024 | $520,475 | — | $1,149,998 | $447,682 | — | $388,460 | $2,506,615 | | | 2023 | $481,538 | $120,000 | $677,255 | $379,974 | — | $705,981 | $2,364,748 | | John DeZee Executive Vice President and General Counsel | 2025 | $468,462 | — | $555,491 | $332,352 | $147,223 | $21,445 | $1,524,973 | | | 2024 | $425,569 | — | $575,606 | $274,331 | $112,879 | $21,195 | $1,409,580 | | | 2023 | $407,154 | $85,000 | $442,064 | $407,154 | $164,492 | $20,445 | $1,526,309 | | Robert Hoffman Senior Vice President, Chief Information Officer and Chief Accounting Officer | 2025 | $413,846 | — | $300,885 | $237,445 | $29,435 | $50,308 | $1,031,919 | | Gerald Bialek Former Executive Vice President and Chief Financial Officer | 2025 | $133,269 | — | $638,939 | $70,521 | — | $431,308 | $1,274,037 | | | 2024 | $489,969 | — | $873,449 | $249,453 | — | $32,790 | $1,645,661 | | | 2023 | $469,000 | — | $630,465 | $309,118 | — | $31,440 | $1,440,023 |

  117. SUMMARY COMPENSATION TABLE

    | (a) Represents the amounts earned and paid for the applicable calendar year. Annual salary adjustments are generally effective in March. |

  118. SUMMARY COMPENSATION TABLE

    | (b) For Mr. Gary, these amounts include (i) in 2024, $1,200,000 which represents the remaining cash portion of Mr. Gary’s CEO promotion award, granted in July 2021, which vested in 2024 and (ii) in 2023, a $590,000 Special Bonus plus $1,800,000 which represents the cash portion of Mr. Gary’s CEO promotion award, granted in July 2021, which vested in 2023. For all other NEOs the amounts in this column represent a special bonus paid in connection with 2023 performance. |

  119. SUMMARY COMPENSATION TABLE

    | | 2026 Proxy Statement | 46 |

  120. SUMMARY COMPENSATION TABLE

    | (c) Represents the grant date fair value of RSUs and PSUs granted to the NEO in the respective fiscal year, which are calculated (i) in the case of PSUs, by multiplying the number of shares awarded (assuming a Target level of performance) by the closing price of the Company’s common stock on the date of grant, and (ii) in the case of RSUs, by multiplying the number of shares awarded by the closing price of the Company’s common stock on the date of grant. All 2025 awards were granted as of January 1, 2025, and the amounts shown reflect the closing price of the Company’s common stock on December 31, 2024 (the last trading day prior to the date of grant) of $18.22. Assuming the highest level of performance for the PSUs granted in 2025, calculated by multiplying the closing price of the Company’s common stock on the grant date by the maximum number of shares that could be issued upon vesting of the PSUs granted, the value of such awards for our current NEOs would be as follows: Mr. Gary—$4,593,517; Mr. Trpkovski—$721,256; Mr. Gudlaugsson—$895,768; Mr. DeZee—$555,491; Mr. Hoffman—$300,885. For Mr. Bialek, the amounts shown in this column for his 2023, 2024 and 2025 LTI awards were forfeited upon his separation from the Company effective March 21, 2025. |

  121. SUMMARY COMPENSATION TABLE

    | (d) Represents amounts earned under the AIP. Mr. Bialek separated from the Company effective March 21, 2025, and thus his 2025 AIP award was prorated for the number of days of employment in 2025. |

  122. SUMMARY COMPENSATION TABLE

    | (e) Represents the change (increase) in the actuarial present value of accumulated retirement benefits plus any earnings on the Restoration Plan. For Mr. Gary, Mr. DeZee and Mr. Hoffman the actual change in actuarial pension value for 2025 was $10,250, $147,223 and $29,435, respectively. Additionally, Mr. Gary’s total includes $496,435 of investment earnings relating to the market performance of his Restoration Plan balance. The fluctuation in value year-over-year is primarily due to changes in the discount rate. |

  123. SUMMARY COMPENSATION TABLE

    | (f) All other compensation details are shown in the table below: |

  124. SUMMARY COMPENSATION TABLE

    | NAME | RESTORATION PLAN(1) | DEFINED CONTRIBUTION PLANS(2) | SUPPLEMENTAL LIFE INSURANCE(3) | OTHER | TOTAL | | Jesse Gary | $171,921 | $42,000 | $530 | — | $214,451 | | Peter Trpkovski | — | $42,000 | $474 | — | $42,474 | | Gunnar Gudlaugsson | — | — | — | $1,107,376(4) | $1,107,376 | | John DeZee | — | $17,500 | $3,945 | — | $21,445 | | Robert Hoffman | — | $42,000 | — | $8,308(5) | $50,308 | | Gerald Bialek | — | $31,500 | — | $399,808(6) | $431,308 |

  125. SUMMARY COMPENSATION TABLE

    | (1) Company contributions under the Company’s Restoration Plan. |

  126. SUMMARY COMPENSATION TABLE

    | (2) Company contributions under the Company’s 401(k) Plan. |

  127. SUMMARY COMPENSATION TABLE

    | (3) Reflects premiums paid by the Company for supplemental life insurance benefits. |

  128. SUMMARY COMPENSATION TABLE

    | (4) Reflects benefits and cost reimbursements associated with Mr. Gudlaugsson’s relocation to the United States while maintaining his residency in Iceland, including (i) private Iceland pension contributions totaling $1,049,038; (ii) U.S. and Iceland car allowance and vehicle payments totaling $18,135; (iii) U.S. housing costs of $40,203; and (iv) income tax-gross ups associated with U.S.-based compensation. A portion of the 2025-dollar value of certain benefits for Mr. Gudlaugsson reported herein have been converted from Icelandic Krona to U.S. dollars, using a 2025 average conversion rate of 0.0078. |

  129. SUMMARY COMPENSATION TABLE

    | (5) Reflects payment due to a temporary assignment in Jamaica. |

  130. SUMMARY COMPENSATION TABLE

    | (6) Reflects vacation payout of $38,077 and severance payments under the Company’s Executive Severance Plan of $361,731. |

  131. SUMMARY COMPENSATION TABLE

    | | 2026 Proxy Statement | 47 |

  132. GRANTS OF PLAN BASED AWARDS

    GRANTS OF PLAN BASED AWARDS The following table sets forth information regarding the long-term incentive awards granted to our NEOs in 2025.

  133. GRANTS OF PLAN BASED AWARDS

    | | | | | ESTIMATED FUTURE PAYOUTS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY | | | ALL OTHER STOCK | | | | | | | UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | INCENTIVE PLAN AWARDS (# OF SHARES) | | | AWARDS: NUMBER OF | GRANT DATE FAIR VALUE | | | | | GRANT | | | | | | | SHARES OF | OF STOCK | | NAME | | | DATE | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | STOCK | AWARDS(d) | | | AIP(a) | | | $600,000 | $1,200,000 | $2,400,000 | | | | | | | Jesse Gary | 2025-2027 | LTIP(b) | 1/1/2025 | | | | 63,029 | 126,057 | 252,114 | | $2,296,759 | | | 2025-2027 | LTIP(c) | 1/1/2025 | | | | | | | 84,038 | $1,531,172 | | | AIP(a) | | | $146,250 | $292,500 | $585,000 | | | | | | | Peter Trpkovski | 2025-2027 | LTIP(b) | 1/1/2025 | | | | 3,023 | 6,046 | 12,092 | | $110,158 | | | 2025-2027 | LTIP(b) | 3/20/2025 | | | | 6,228 | 12,455 | 24,910 | | $250,470 | | | 2025-2027 | LTIP(c) | 1/1/2025 | | | | | | | 6,046 | $110,158 | | | 2025-2027 | LTIP(c) | 3/20/2025 | | | | | | | 12,455 | $250,470 | | | AIP(a) | | | $230,000 | $460,000 | $920,000 | | | | | | | Gunnar Gudlaugsson | 2025-2027 | LTIP(b) | 1/1/2025 | | | | 12,291 | 24,582 | 49,164 | | $447,884 | | | 2025-2027 | LTIP(c) | 1/1/2025 | | | | | | | 24,582 | $447,884 | | | AIP(a) | | | $144,000 | $288,000 | $576,000 | | | | | | | John DeZee | 2025-2027 | LTIP(b) | 1/1/2025 | | | | 7,622 | 15,244 | 30,488 | | $277,746 | | | 2025-2027 | LTIP(c) | 1/1/2025 | | | | | | | 15,244 | $277,746 | | | AIP(a) | | | $105,625 | $211,250 | $422,500 | | | | | | | Robert Hoffman | 2025-2027 | LTIP(b) | 1/1/2025 | | | | 4,129 | 8,257 | 16,514 | | $150,443 | | | 2025-2027 | LTIP(c) | 1/1/2025 | | | | | | | 8,257 | $150,443 | | | AIP(a) | | | $160,875 | $321,750 | $643,500 | | | | | | | Gerald Bialek | 2025-2027 | LTIP(b) | 1/1/2025 | | | | 8,767 | 17,534 | 35,068 | | $319,469 | | | 2025-2027 | LTIP(c) | 1/1/2025 | | | | | | | 17,534 | $319,469 |

  134. GRANTS OF PLAN BASED AWARDS

    | (a) Represents the threshold, target and maximum potential cash payments under the 2025 AIP. If the minimum performance criteria are not achieved for the threshold level, no cash payments are awarded. Potential payout at target level of performance for each of the NEO for 2025 ranged from 50% of base salary to 120% of base salary. See “Compensation Discussion and Analysis—2025 Compensation Program Details—2025 AIP Design and Metrics.” Actual amounts earned for 2025 are included in the Non-Equity Incentive Payments column of the Summary Compensation Table. |

  135. GRANTS OF PLAN BASED AWARDS

    | (b) Represents the threshold, target and maximum number of shares issuable in respect of PSUs awarded to the NEOs under the 2025-2027 LTIP. If the minimum performance criteria are not achieved for the threshold level, no payments will be awarded. |

  136. GRANTS OF PLAN BASED AWARDS

    | (c) Represents the number of shares issuable in respect of RSUs awarded to the NEO under the 2025-2027 LTIP. |

  137. GRANTS OF PLAN BASED AWARDS

    | (d) Represents the grant date fair value of PSU and RSU 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 RSUs, by multiplying the number of shares awarded by the closing price of the Company’s common stock on the date of grant. For awards made with a grant date of January 1, 2025, the amounts shown reflect the closing price of the Company’s common stock on December 31, 2024 (the last trading day prior to the date of grant) of $18.22. For Mr. Trpkovski, these amounts also include 12,455 PSUs and 12,455 RSUs granted on March 20, 2025 in connection with his promotion to CFO at the grant price of $20.11. |

  138. GRANTS OF PLAN BASED AWARDS

    | | 2026 Proxy Statement | 48 |

  139. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards for the Company’s NEOs as of December 31, 2025.

  140. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | STOCK AWARDS | | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(a) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(a) | | Jesse Gary | | | | | | 2024-2026 RSUs | 135,746 | $5,318,528 | | | | 2025-2027 RSUs | 84,038 | $3,292,609 | | | | 2024-2026 PSUs | | | 203,619 | $7,977,792 | | 2025-2027 PSUs(c) | | | 126,057 | | | Peter Trpkovski | | | | | | 2024-2026 RSUs | 11,841 | $463,930 | | | | 2025-2027 RSUs | 18,501 | $724,869 | | | | 2024-2026 PSUs | | | 11,841 | $463,930 | | 2025-2027 PSUs(c) | | | 18,501 | $724,869 | | Gunnar Gudlaugsson | | | | | | 2024-2026 RSUs | 47,364 | $1,855,722 | | | | 2025-2027 RSUs | 24,582 | $963,123 | | | | 2024-2026 PSUs | | | 47,364 | $1,855,722 | | 2025-2027 PSUs(c) | | | 24,582 | $963,123 | | John DeZee | | | | | | 2024-2026 RSUs | 23,707 | $928,840 | | | | 2025-2027 RSUs | 15,244 | $597,260 | | | | 2024-2026 PSUs | | | 23,707 | $928,840 | | 2025-2027 PSUs(c) | | | 15,244 | $928,820 | | Robert Hoffman | | | | | | 2024-2026 RSUs | 14,472 | $567,013 | | | | 2025-2027 RSUs | 8,257 | $323,509 | | | | 2024-2026 PSUs | | | 14,472 | $567,013 | | 2025-2027 PSUs(c) | | | 8,257 | $323,509 | | Gerald Bialek(d) | | | | |

  141. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (a) Based on the closing price of the Company’s common stock of $39.18 on December 31, 2025, the last trading day of 2025. |

  142. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (b) Represents the target number of PSUs granted in 2024, which will vest at the end of the performance period, subject to the achievement of the requisite performance levels. |

  143. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (c) Represents the target number of PSUs granted in 2025, which will vest at the end of the performance period, subject to the achievement of the requisite performance levels. For additional details regarding this grant, see “Compensation Discussion and Analysis—Long-Term Incentive Plan (LTIP)—2025-2027 LTIP Design.” The grant-date fair value of such awards are included in the Stock Awards column of the Summary Compensation Table. |

  144. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (d) Mr. Bialek separated from the Company effective March 21, 2025, and forfeited each of his 2023-2025, 2024-2026 and 2025-2027 LTIP awards. |

  145. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2026 Proxy Statement | 49 |

  146. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information regarding shares of the Company’s common stock that were issued upon exercise of option awards and vesting of PSUs and RSUs during 2025 for each of our NEOs.

  147. OPTION EXERCISES AND STOCK VESTED

    | | OPTION AWARDS(a) | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | NUMBER OF SHARES ACQUIRED ON VESTING(b) | VALUE REALIZED ON VESTING(c) | | NAME | (#) | ($) | (#) | ($) | | Jesse Gary | — | — | 585,453 | $22,938,049 | | Peter Trpkovski | — | — | 36,670 | $1,246,583 | | Gunnar Gudlaugsson | — | — | 124,191 | $4,865,803 | | John DeZee | — | — | 81,063 | $3,176,048 | | Robert Hoffman | — | — | 47,475 | $1,860,071 | | Gerald Bialek(d) | — | — | — | — |

  148. OPTION EXERCISES AND STOCK VESTED

    | (a) No options were exercised during 2025. |

  149. OPTION EXERCISES AND STOCK VESTED

    | (b) Represent shares acquired in connection with the vesting of RSUs and PSUs awarded under the 2023-2025 LTIP which vested on December 31, 2025, except for Mr. Trpkovski whose total also include 9,280 RSUs which vested on February 7, 2025, in connection with a previously granted retention award. |

  150. OPTION EXERCISES AND STOCK VESTED

    | (c) Calculated based on the closing price of the Company’s common stock of $39.18 on December 31, 2025 (the vesting date), except for Mr. Trpkovski whose total also includes 9,280 shares that vested on February 7, 2025, and whose value is calculated based on the closing price of the Company’s common stock as of such date of $18.69. |

  151. OPTION EXERCISES AND STOCK VESTED

    | (d) Mr. Bialek separated from the Company effective March 21, 2025, and forfeited each of his 2023-2025, 2024-2026 and 2025-2027 LTIP awards. |

  152. 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.

  153. Pension Benefits

    | | 2026 Proxy Statement | 50 |

  154. Pension Benefits

    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, Mr. DeZee and Mr. Hoffman 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,

  155. Pension Benefits

    | | 2025 PENSION BENEFITS | | | | NAME(a) | PLAN NAME | NUMBER OF YEARS OF CREDITED SERVICE(b) | PRESENT VALUE OF ACCUMULATED BENEFIT | | Jesse Gary | Qualified Plan | 4.83 | $102,337 | | John DeZee | Qualified Plan | 17.33 | $1,147,466 | | Robert Hoffman | Qualified Plan | 10.08 | $360,552 |

  156. 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, Mr. DeZee and Mr. Hoffman are eligible for benefits under these plans. |

  157. 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. |

  158. 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, 2025 | | Jesse Gary | $0 | $171,921 | $668,356 | | $2,493,121 |

  159. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE-IN-CONTROL

  160. 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.

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

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

  162. 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.

  163. Estimated Payments Upon Termination for Other Reasons

    | | 2026 Proxy Statement | 52 |

  164. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of Mr. Gary, our CEO, to the annual total compensation of our median employee. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The values for 2025, our last completed fiscal year, are as follows:

  165. CEO PAY RATIO DISCLOSURE

    | • | annual total compensation for our CEO as reported in the 2025 Summary Compensation Table of $7,166,251; and |

  166. CEO PAY RATIO DISCLOSURE

    | • | annual total compensation for our median employee of $88,990. |

  167. CEO PAY RATIO DISCLOSURE

    Accordingly, the ratio of Mr. Gary’s annual total compensation to our median employee’s total compensation for 2025 was 81:1. In early 2025 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 previously determined median employee as described above. In calculating the 2025 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 2025 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.

  168. CEO PAY RATIO DISCLOSURE

    | | 2026 Proxy Statement | 57 |

  169. PAY VS. PERFORMANCE

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

  170. PAY VS. PERFORMANCE

    | | | | | | | | VALUE OF | | | | | | | | | | | | INITIAL FIXED | | | | | | | | | | | | $100 | | | | | | | | | | | | INVESTMENT | | | | | | | | SUMMARY | | AVERAGE | | BASED ON:(c) | | | | | | SUMMARY | | COMPENSATION | COMPENSATION | SUMMARY | AVERAGE | | | | | | | COMPENSATION | COMPENSATION | TABLE TOTAL | ACTUALLY | COMPENSATION | COMPENSATION | | | | | | | TABLE TOTAL | ACTUALLY PAID | FOR PEO | PAID TO PEO | TABLE TOTAL | ACTUALLY PAID | | PEER | GAAP | RELATIVE TSR | | | FOR PEO | TO PEO JESSE | MICHAEL | MICHAEL | FOR NON-PEO | TO NON-PEO | | GROUP | NET | (AS % OF | | | JESSE GARY(a) | GARY(a,b,c) | BLESS(a) | BLESS(a,b) | NEOS(a) | NEOS(a,b) | TSR | TSR | INCOME | AVG. TSR | | YEAR | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($ MILLIONS) | COMPARATORS)(d) | | 2025 | 7,166,252 | 32,052,701 | | | 1,697,107 | 3,705,102 | 355 | 241 | 40 | 101.9% | | 2024 | 8,207,393 | 17,095,298 | | | 1,647,834 | 3,408,622 | 165 | 169 | 319 | 167.2% | | 2023 | 8,017,519 | 13,814,257 | | | 1,559,454 | 2,373,631 | 110 | 151 | (43) | 151.7% | | 2022 | 8,193,535 | 1,563,282 | | | 840,747 | 93,714 | 74 | 199 | (14) | 64.3% | | 2021 | 5,440,308 | 6,360,209 | 4,217,895 | 4,617,882 | 1,084,929 | 1,099,028 | 150 | 259 | (167) | 71.9% |

  171. PAY VS. PERFORMANCE

    | (a) Jesse Gary was our PEO in 2021, 2022, 2023, 2024, and 2025, and Michael Bless was our PEO for a portion of 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  172. PAY VS. PERFORMANCE

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Peter Trpkovski | Gunnar Gudlaugsson | Gunnar Gudlaugsson | Craig Conti | Craig Conti | | Gunnar Gudlaugsson | John DeZee | John DeZee | Michelle Harrison | Michelle Harrison | | John DeZee | Gerald Bialek | Gerald Bialek | Gunnar Gudlaugsson | John Hoerner | | Robert Hoffman | Matthew Aboud | Matthew Aboud | John DeZee | Gunnar Gudlaugsson | | Gerald Bialek | | | Gerald Bialek | John DeZee | | | | | Matthew Aboud | |

  173. PAY VS. PERFORMANCE

    | (b) The amounts shown for Compensation Actually Paid 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 applicable Summary Compensation Table as adjusted to exclude and include certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |

  174. PAY VS. PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR JESSE GARY ($) | EXCLUSION OF STOCK AWARDS FOR JESSE GARY ($) | INCLUSION OF EQUITY VALUES FOR JESSE GARY ($) | LESS CHANGE IN PENSION VALUE REPORTED IN SUMMARY COMPENSATION TABLE | PLUS PENSION SERVICE COST FOR SERVICES RENDERED DURING THE YEAR | COMPENSATION ACTUALLY PAID TO JESSE GARY ($) | | 2025 | 7,166,252 | (3,827,931) | 29,221,065 | (506,685) | 0 | 32,052,701 | | 2024 | 8,207,393 | (4,119,891) | 13,353,781 | (345,985) | 0 | 17,095,298 | | 2023 | 8,017,519 | (2,993,127) | 9,085,593 | (295,728) | 0 | 13,814,257 | | 2022 | 8,193,535 | (2,818,363) | (3,811,890) | 0 | 0 | 1,563,282 | | 2021 | 5,440,308 | (4,074,372) | 4,994,273 | 0 | 0 | 6,360,209 |

  175. PAY VS. PERFORMANCE

    | | 2026 Proxy Statement | 58 |

  176. PAY VS. PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR MICHAEL BLESS ($) | EXCLUSION OF STOCK AWARDS FOR MICHAEL BLESS ($) | INCLUSION OF EQUITY VALUES FOR MICHAEL BLESS ($) | LESS CHANGE IN PENSION VALUE REPORTED IN SUMMARY COMPENSATION TABLE | PLUS PENSION SERVICE COST FOR SERVICES RENDERED DURING THE YEAR | COMPENSATION ACTUALLY PAID TO MICHAEL BLESS ($) | | 2021 | 4,217,895 | (2,962,736) | 3,362,723 | 0 | 0 | 4,617,882 |

  177. PAY VS. PERFORMANCE

    | 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 ($) | LESS CHANGE IN PENSION VALUE REPORTED IN SUMMARY COMPENSATION TABLE | PLUS PENSION SERVICE COST FOR SERVICES RENDERED DURING THE YEAR | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) | | 2025 | 1,697,107 | (622,468) | 2,655,742 | (35,332) | 10,052 | 3,705,102 | | 2024 | 1,647,834 | (755,254) | 2,530,568 | (28,220) | 13,693 | 3,408,622 | | 2023 | 1,559,454 | (512,191) | 1,354,859 | (41,123) | 12,633 | 2,373,631 | | 2022 | 840,747 | (270,785) | (488,552) | 0 | 12,305 | 93,714 | | 2021 | 1,084,929 | (473,163) | 476,392 | (16,691) | 27,561 | 1,099,028 |

  178. PAY VS. PERFORMANCE

    The amounts in the Exclusion of Stock Awards columns in the table above are the totals from the Stock Awards column set forth in the applicable 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:

  179. PAY VS. PERFORMANCE

    | YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR JESSE GARY ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR JESSE GARY ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR JESSE GARY ($) | FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR JESSE GARY ($) | TOTAL—INCLUSION OF EQUITY VALUES FOR JESSE GARY ($) | | 2025 | 8,414,262 | 8,535,708 | 12,271,095 | 0 | 29,221,065 | | 2024 | 7,419,876 | 3,559,554 | 2,374,350 | 0 | 13,353,781 | | 2023 | 7,107,399 | 1,406,818 | 571,375 | 0 | 9,085,593 | | 2022 | 647,705 | (2,040,936) | (2,418,659) | 0 | (3,811,890) | | 2021 | 4,446,510 | (35,970) | 583,734 | 0 | 4,994,273 |

  180. PAY VS. PERFORMANCE

    | YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR MICHAEL BLESS ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR MICHAEL BLESS ($) | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR MICHAEL BLESS ($) | FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR MICHAEL BLESS ($) | TOTAL—INCLUSION OF EQUITY VALUES FOR MICHAEL BLESS ($) | | 2021 | 2,576,583 | (360,778) | 1,146,918 | 0 | 3,362,723 |

  181. PAY VS. PERFORMANCE

    | | 2026 Proxy Statement | 59 |

  182. PAY VS. PERFORMANCE

    | YEAR | AVERAGE YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR NON-PEO NEOS ($) | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR NON-PEO NEOS ($) | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR NON-PEO NEOS ($) | AVERAGE FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR NON-PEO NEOS ($) | TOTAL—AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS ($) | | 2025 | 1,062,809 | 1,263,603 | 632,095 | (302,765) | 2,655,742 | | 2024 | 1,700,254 | 584,083 | 246,231 | 0 | 2,530,568 | | 2023 | 1,140,219 | 150,979 | 63,661 | 0 | 1,354,859 | | 2022 | 78,887 | (129,822) | (305,583) | (132,033) | (488,552) | | 2021 | 338,488 | (8,489) | 146,393 | 0 | 476,392 |

  183. PAY VS. PERFORMANCE

    | (c) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Aluminum (Sector) Index (“Dow Jones U.S. Aluminum Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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. |

  184. PAY VS. PERFORMANCE

    | (d) We determined Relative TSR, which is the Company’s TSR as a percentage of the average TSR of an industry peer group comprised of aluminum companies, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025 because this is the primary performance metric in the PSU program, which at target was the largest element of pay for the PEO in 2025. 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 a discussion of the industry peer group. |

  185. 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 for each of the five most recently completed fiscal years. The chart also provides a comparison of the Company’s TSR and Peer Group TSR.

  186. 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 for each of the five most recently completed fiscal years.

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

    | | 2026 Proxy Statement | 61 |

  188. 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) for each of the five most recently completed fiscal years.

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

    | | 2026 Proxy Statement | 62 |

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

    | | 2026 Proxy Statement | 63 |