DEF 14A of Constellium SE
Filed Apr 10, 2026 · FY20250001563411-26-000142
Director and Director Nominee Biographies
Director and Director Nominee Biographies Presented below is information with respect to the Board of Directors’ nine incumbent directors and two director nominees. The information presented below for each such person includes the specific experience, qualifications, attributes and skills that led the Board of Directors to conclude that such person should serve on the Board of Directors.
Director and Director Nominee Biographies
| | Professional Experience | | | • Chief Human Resources Officer and member of the Executive Committee of ABB Group (2013-2019) | | | • Chief Human Resources and Organization Officer and member of the Executive Board of Carrefour Group (2010-2013) | | | • Various positions at Rio Tinto and its predecessor companies Alcan and Alusuisse, including Senior Vice President Human Resources, Alcan Inc. and President and CEO, Downstream Aluminum Businesses (1994-2010) | | | Key Skills & Qualifications | | | Mr. Deslarzes is an esteemed leader with significant expertise in human capital management, strategy, board governance, executive leadership and global operations and management. Mr. Deslarzes’ expertise in the aluminum industry, as well as his public company board experience, enable him to provide valuable insight to the Board of Directors and to lead the Board as its Chair. | | | Other Public Company Board Service (within the past 5 years) | | | • ABB India Ltd., Chairman (2018-2021) | | | • Adecco Group AG, Chairman (2020-Present); Director (2015-Present) | | | Education | | | • Master of Laws, University of Fribourg (Switzerland) |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | Professional Experience | | | • Chief Executive Officer, Constellium SE (January 2026 - Present) | | | • Chief Operating Officer, Constellium (September 2023 - December 2025) | | | • President, Aerospace & Transportation business unit, Constellium (January 2015 - September 2023) | | | • Chief Executive Officer, Aleris Rolled Products (Europe) | | | • Leadership positions at Alcoa (President of European and Latin America Mill Products Business Unit) and commercial positions with Amag Austria | | | Key Skills & Qualifications | | | Ms. Joerg has extensive experience in the aluminum industry with more than 25 years of industry experience. Ms. Joerg brings to the Board operational excellence, leadership skills, program execution, risk management, and global management. | | | Other Public Company Board Service (within the past 5 years) | | | • voestalpine AG, Director (July 2019 - Present) | | | Education | | | • Master’s Degree in Business Administration, University of Linz (Austria) |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | | | | Professional Experience | | | • Investment Director and Head of the Listed Investments Practice, Bpifrance Investissement - Large Cap (2012-Present) | | | • Sell-Side Analyst Oddo BHF (2010-2012) | | | • Bryan, Garnier & Co (2009-2010) | | | • Sell-side Analyst at Kepler Cheuvreux (2007-2008) | | | Key Skills & Qualifications | | | Mr. Blot has significant experience in finance, private equity, capital markets and investment banking. Mr. Blot’s experience in finance and capital management provide valuable perspective to the Board. | | | Other Public Company Board Service (within the past 5 years) | | | • Mersen SA, Director responsible for Corporate Social Responsibility (CSR) (2022-Present) | | | • Quadient SA, Director (2024-Present) | | | • VusionGroup SA, Director, Nomination and Remuneration Committee (Chairman) (2024- Present) | | | Education | | | • Master’s Degree Finance, ESSEC Business School (Paris, France) | | | BPI Designated Director | | | Pursuant to an amended and restated shareholders agreement between the Company and Bpifrance Participations (f/k/a Fonds Stratégique d'Investissement) (“BPI”), except as otherwise required by applicable law, BPI will be entitled to designate for binding nomination one director to our Board of Directors so long as its percentage ownership interest is equal to or greater than 4% or it continues to hold all of the ordinary shares it subscribed for at the closing of the acquisition (such share number adjusted for the pro rata share issuance). Mr. Blot was designated by BPI as its nominee and was thereafter appointed by the shareholders to serve as a director of the Company. |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | Professional Experience | | | • Executive Vice-President of the Sequana Group (2009-2013) | | | • Advisor to the deputy CEO of the Sequana Group (2006-2009) | | | • Various senior management roles at International Paper Group | | | Key Skills & Qualifications | | | Ms. Boccon-Gibod is a global leader with extensive experience in engineering, infrastructure, strategic development, risk oversight and finance. Ms. Boccon-Gibod provides in depth public and private company board experience with her experience on corporate governance and corporate responsibility. | | | Other Public Company Board Service (within the past 5 years) | | | • Arkema S.A., Director (2014-Present) | | | • Legrand S.A., Director (2016-Present) Chair of the Audit Committee and member of the Commitments and Corporate Social Responsibility (CSR) Committee | | | • Gaztransport & Technigaz SA, Director (2020-2022) | | | Other Service (within the past 5 years) | | | • Arc Holdings, Director and Chair of the Board, Chair of the Audit and Risk Committee, and member of the Nominations and Remunerations Committee (2019-2025) | | | • Braincube Holding, Director and Chair of the Supervisory Board (2025-Present) | | | • Demeter, President (2019-Present) | | | • Observatoire Conseil, President (Present) | | | • Paprec, Director (2014-2023) | | | Education | | | • Master’s in Engineering, Ecole Centrale de Paris | | | • Master of Science in Industrial Engineering, Columbia University |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | Professional Experience | | | • President and Chief Operating Officer of Novelis, Inc. (2005-2009) | | | • Corporate Senior Vice President and President and Chief Executive Officer of Alcan Rolled Products, Americas and Asia (2002-2005) | | | • Variety of senior executive roles at Cummins (1986-2002) | | | Key Skills & Qualifications | | | Ms. Brooks has significant experience in the aluminum industry and in global leadership, operations, mergers and acquisitions, corporate strategy, and human capital management. Ms. Brooks provides substantial experience in corporate governance and corporate responsibility to the Board from her service on public and private company boards. | | | Other Public Company Board Service (within the past 5 years) | | | • The Volvo Group, Director and Audit Committee member (2021-Present) | | | • Jabil Circuit, Inc., Director (2011-2022) | | | Education | | | • Bachelor of Arts in Economics and Political Science, Yale University | | | • Master’s in Public and Private Management, Yale University |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | Professional Experience | | | • Regional Managing Partner UK and Ireland, and Managing Partner (UK) at Arthur Andersen (2001-2002) | | | • Practice Senior Leader for London and Board Member at Deloitte (UK) (2002-2004) | | | Key Skills & Qualifications | | | Mr. Ormerod has public accounting, finance, risk management, business advisory and corporate governance experience having served as a qualified chartered accountant. Mr. Ormerod provides valuable insight with his technical expertise and experience serving on public and private company boards. | | | Other Public Company Board Service | | | • Director, member of the Remuneration and Nominations Committees and Chairman of the Audit Committee of ITV plc (2008-2018) | | | Education | | | • Oxford University |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | Professional Experience | | | • Chief Executive Officer, Avril SCA (2012- Present) | | | • President of the Primary Metal Division for the EMEA region at Rio Tinto Alcan (2008-2011) | | | • Senior executive management positions with Pechiney, Alcan and Rio Tinto Alcan | | | Key Skills & Qualifications | | | Mr. Puig has extensive experience in the aluminum industry along with experience in global operations, human capital management, risk management, business development, and strategic planning. Mr. Puig’s background as an executive and operational experience provide the Board of Directors with valuable insight. | | | Other Public Company Board Service (within the past 5 years) | | | None | | | Other Service (within the past 5 years) | | | Companies of the Avril Group | | | • Avril Industrie (President, Director) | | | • Avril PA (Legal representative of Avril Industrie, President of Avril PA) | | | • Avril Pole Vegetale (Director) | | | • Lesieur Cristal (Director, Chairman of the Human Resources Committee, and member of the Strategic Committee | | | •Oleoliv (Director) | | | •Oleon NV (Director) | | | •Oleosud (President and Director) | | | •Saipol (Director) | | | •Sofiproteol SA (CEO) | | | •Sofiproteol Capital I (CEO) | | | •Terres de Communication (Director) | | | •Avril Re SA (Chairman of the Board of Directors) | | | •Eurolysine (President of the Strategic Committee) | | | Other Companies | | | •French Food Capital (Member of the Supervisory Board (as permanent representative of Sofiproteol) | | Education | •CapAgro (Chairman of the Supervisory Board) | | • PhD with honors in Applied Chemistry, Ecole Nationale Superieure de Chimie de Paris | •Financiere Senior Cinqus (Director) | | | •Financiere Senior Gallus (Director) |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | Professional Experience | | | • CEO, Willscot Holdings Corp. (2017-2025) | | | • President & CEO - Williams Scotsman International, Inc. (2014-2017) | | | • Chief Commercial and Strategy Officer - Novelis, Inc. | | | • Various senior leadership roles at Novelis, Inc. and Cummins, Inc. | | | Key Skills & Qualifications | | | Mr. Soultz has extensive global operations, human capital management, risk management, financial, and strategic planning. Mr. Soultz provides the Board with experience in public company and corporate governance expertise. | | | Other Public Company Board Service (within the past 5 years) | | | • Willscot Holdings, Corp., Director | | | Education | | | • Bachelor of Science, Engineering, Purdue University |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | Professional Experience | | | • Engineering Project Manager, Constellium (2006-Present) | | | • Various roles at Constellium (1998-2006) | | | Key Skills & Qualifications | | | Mr. Verdier has substantial experience in the aluminum industry having served as a metallurgist and engineering manager at numerous sites. Mr. Verdier provides valuable insight to the Board as an Employee Director along with his background in operations. | | | Other Public Company Board Service (within the past 5 years) | | | None | | | Education | | | • Engineering degree, Polytech Clermont- Ferrand University (formerly CUST) |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | Professional Experience | | | • Chief Financial Officer and Senior Vice President of the Valspar Corporation (2008-2013) | | | • Vice President, Controller and Treasurer of the Valspar Corporation (2004-2008) | | | • Vice President and Controller of the Valspar Corporation (2001-2004) | | | • Director of Global Financial Risk Management at Honeywell, Inc. | | | Key Skills & Qualifications | | | Ms. Walker has extensive global executive and financial experience with expertise in accounting, financial oversight, capital markets, enterprise risk management, and financial operations. Ms. Walker’s extensive experience serving on public company boards provides the Board with valuable insight and technical expertise. | | | Other Public Company Board Service (within the past 5 years) | | | • Compass Minerals International, Inc., Director and Chair, Audit Committee and member, Environmental, Health Safety and Sustainability Committee (2015-Present) | | | • Hayward Industries, Director and Chair, Audit Committee (2021-Present) | | | Other Board Service (within the past 5 years) | | | • Southwire Company, LLC, Director and Chair, Audit Committee and member, Human Resources Committee (2014 - Present) | | | Education | | | • Bachelor of Science in Finance, Arizona State University | | | • Executive Institute Program and Director’s College, Stanford University |
Director and Director Nominee Biographies
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Director and Director Nominee Biographies
| | Professional Experience | | | • Sustainability Manager, Constellium P&ARP segment (2023-Present) | | | • Reliability Engineer, Constellium (2019-2023) | | | • Maintenance manager and manufacturing engineer at Aerospace Transmission Technologies (2016-2019) | | | • Tool and Fixture Design Engineer, Liebherr- Aerospace (2013-2016) | | | Key Skills & Qualifications | | | Ms. Weiler has extensive experience in the aluminum industry and experience serving key end markets such as the aerospace and automotive industries. Ms. Weiler provides valuable insight to the Board as an Employee Director on operations, manufacturing processes, and sustainability. | | | Other Public Company Board Service (within the past 5 years) | | | None | | | Education | | | • Mechanical Engineering, Hochshule Hanover (Germany) |
Director and Director Nominee Biographies
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Non-Executive Director and Director Compensation
Non-Executive Director and Director Compensation The Human Resources Committee reviews the Company’s director compensation and reimbursement policies for directors periodically and recommends to the Board changes to director compensation as is appropriate to maintain reasonable compensation levels while remaining competitive to attract qualified and skilled directors. In reviewing the Company’s non-executive director compensation with the assistance of external compensation consultants, the Human Resources Committee considers market factors and market practice, general industry trends, peer benchmarking (using both a North American peer group and European peer group), peer median revenue, and peer market capitalization. Executive and employee directors do not receive director fees. Mr. Blot also does not receive director fees. For fiscal year 2025, non-executive director fees consisted of: (i) annual retainer fees, (ii) committee membership fees, (iii) committee chair fees, and (iv) cash paid in lieu of an annual equity grant, which is intended to be utilized by non-executive directors to purchase ordinary shares of the Company on the open market, subject to compliance with applicable laws and the Company’s insider trading policy, considering that under French law, non- executive directors may not be granted equity awards. In 2025, the director fees remained within the overall limits of annual fixed fees of the non-executive directors as approved by shareholders in 2021. The non-executive director fees applicable for fiscal year 2025 were as follows:
Non-Executive Director and Director Compensation
| Annual Cash Retainer for Each Non-Executive Director (1) | €80,000 | | Additional Fees paid in Cash (1) | | | Chair of the Board(3) | €50,000 | | Each member of the Audit Committee | €13,000 | | Chair of the Audit Committee | €20,000 | | Each member of the Human Resources Committee | €10,000 | | Chair of the Human Resources Committee | €15,000 | | Each member of the Nominating and Governance Committee | €9,000 | | Chair of the Nominating and Governance Committee | €11,000 | | Each member of the Safety and Sustainability Committee | €9,000 | | Chair of the Safety and Sustainability Committee | €11,000 | | Annual Cash Paid in Lieu of an Annual Equity Grant(2) | | | Chair of the Board(3) | $190,000 | | Each Non-Executive Director (except the Chair) | $110,000 |
Non-Executive Director and Director Compensation
(1) The annual cash retainer and committee membership fees are established in euros and paid in euro or their local currency on a quarterly basis to each non-executive director. (2) Cash paid in lieu of an equity grant is established in U.S. dollars and non-executive directors are paid on a quarterly basis in either euro or their local currency. (3) Cash in lieu of an annual equity grant and additional fees paid to the Chair of the Board for his position are not subject to the overall limits of annual fixed fees of the non-executive directors as approved by shareholders. The non-executive directors of the Board have not entered into any service contracts with the Company that provide either for benefits upon termination of employment or pension-related benefits. 2026 Proxy Statement | 36 In December 2021, as required by French law, two employees joined the Board as non-executive directors representing the employees, one of whom is based in Germany as a Sustainability Manager (designated to the Board by the European Works Council) and the other one in France as an Engineering Project Manager (designated to the Board by the French Group Works Council). The employee directors do not receive additional compensation for their service as directors.
Fiscal Year 2025 Director Compensation
Fiscal Year 2025 Director Compensation The following table sets forth the remuneration earned during our 2025 fiscal year to our non-executive directors:
Fiscal Year 2025 Director Compensation
| | Fees Earned or | All Other | | | | Paid in Cash | Compensation | Total | | Name | ($)(1)(6) | ($)(2) | ($)(3) | | Isabelle Boccon-Gibod ...................................................... | $115,260 | $110,000 | $225,260 | | Michiel Brandjes ............................................................... | $123,170 | $110,000 | $233,170 | | Martha Brooks ................................................................... | $128,820 | $110,000 | $238,820 | | Jean-Christophe Deslarzes ................................................ | $168,370 | $190,000 | $358,370 | | John Ormerod .................................................................... | $127,690 | $110,000 | $237,690 | | Jean-Philippe Puig ............................................................. | $111,870 | $110,000 | $221,870 | | Bradley Soultz ................................................................... | $63,982 | $65,349 | $129,331 | | Lori A. Walker .................................................................. | $137,860 | $110,000 | $247,860 | | Jean Francois Verdier (4) .................................................... | $— | $— | $— | | Wiebke Weiler (4) ............................................................... | $— | $— | $— | | Emmanuel Blot (5) .............................................................. | $— | $— | $— |
Fiscal Year 2025 Director Compensation
(1)The annual cash retainer and committee membership fees are established in euros and paid in either euro or their local currency on a quarterly basis to each non-executive director. The fees disclosed above have been converted from euros to U.S. dollars on an annual basis using the average exchange rate for fiscal year 2025 of 1 euro to 1.13 U.S. dollars. (2)Cash paid in lieu of an equity grant is established in U.S. dollars and non-executive directors are paid on a quarterly basis in either euro or their local currency. The column reflects the earned established fee of $110,000 per non- executive director and $190,000 for the Chair. (3)The total non-executive director compensation consists of fees paid in cash and cash paid in lieu of an equity grant. The total reflects the sum of the amounts reported for each component, as previously disclosed above. (4)Both of the non-executive employee directors had and continue to have employee contracts with subsidiaries of the Company and are paid remuneration in line with market practices and in accordance with their positions as employees. They do not receive any fees for their services as non-executive employee directors. (5)Mr. Blot does not receive any fees for his services as a non-executive director. Mr. Germain did not receive fees for his services as executive director in 2025. Ms. Joerg will not receive any fees for her services as executive director.
2025 Compensation Highlights
| Compensation Component | Link to Compensation Philosophy | 2025 Compensation Highlights | | Base Salary | • Competitive base salaries help attract and retain executive talent • Fixed cash compensation recognizes factors such as individual contribution, time in role, and scope of responsibility • Reviewed annually and adjusted as appropriate | • No base salary increases in 2025 | | Annual Cash Incentive (1) | • Focus executives on achieving annually established financial, strategic, and individual goals that are key indicators of ongoing operational performance and support our business strategy | • EPA awards were earned above target, with payouts as a percentage of target at 150 % | | Long-Term Equity Incentives | • Incentivize and reward long-term gains in shareholder value, with vesting terms of three years to support retention while rewarding future growth • Encourages executive ownership and alignment with external shareholders | • Executives were awarded a combination of restricted stock units, or RSUs, and performance stock units, or PSUs • PSUs that were eligible to be earned based on three-year relative total shareholder return (“TSR”) performance from March 2022 to March 2025, measured against the companies in the S&P MidCap 400 Materials Index and the S&P SmallCap 600 Materials Index, were earned at 60.6% of target |
Oversight Responsibilities for Executive Compensation
| Board of Directors | • Approves the compensation philosophy, policies and structure with respect to the EPA and long-term equity incentive plan • Reviews and approves the performance and remuneration of our CEO on an annual basis | | Human Resources Committee | • Reviews and make recommendations to the Board with respect to our compensation philosophy, policies and structure with respect to the EPA and long-term equity incentive plan • Reviews and recommends the corporate goals, performance and compensation structure of our CEO on an annual basis • Reviews and approves recommendations on the compensation structure of the CEO’s direct reports on an annual basis | | Chief Executive Officer and Management | • Management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the CEO, and provides these recommendations to the Human Resources Committee • Responsible for the administration of the compensation programs once Human Resources Committee decisions are finalized • CEO is not involved in any decision as to their own compensation |
Use of Market Data
Use of Market Data The Human Resources Committee referenced the previously approved peer group of industry-relevant and similarly sized companies to be used for reference when making 2025 compensation decisions. Market comparison information for the CEO and CFO was informed by publicly available peer group information. Market comparison information for our other NEOs was based on a third-party survey for the manufacturing industry. For Ms. Joerg and Mr. Hoffmann, the Pan-European survey data for manufacturing industry was referenced; for Mr. Jurkovic, the US survey data for manufacturing industry was referenced. These data sources served as important reference points in assessing the competitiveness of base salary, incentive targets, and total direct compensation, as well as on overall market design practices. For purposes of 2025 executive compensation decisions, the Human Resources Committee referenced the following North American peer group for our CEO and CFO, which was unchanged from the peer group used for purposes of 2024 executive compensation.
Use of Market Data
| 2025 North American Compensation Peer Group | | | | Alcoa Corporation | Commercial Metals Co. | Ryerson Holding Corp. | | ATI Inc. | Crown Holdings, Inc. | Schnitzer Steel Industries, Inc. | | Arconic Corp. | Kaiser Aluminum Corp. | Steel Dynamics, Inc. | | Century Aluminum Co. | Novelis Inc. | Thor Industries, Inc. | | Cleveland-Cliffs Inc. | Reliance, Inc. | Worthington Enterprises, Inc. |
Annual Cash Incentive Plan (the “EPA”)
Annual Cash Incentive Plan (the “EPA”) Each of our NEOs participates in the Employee Performance Award plan. The EPA is an annual cash bonus plan intended to provide performance-related award opportunities to employees contributing substantially to the success of the Company. Under the EPA, participants are provided opportunities to earn cash bonuses based on the level of achievement of certain financial, sustainability, and individual objectives as approved by our Human Resources Committee for the applicable annual performance period. The three components of bonuses awarded under the EPA for 2025 had the following weights: •Financial Objectives(1)(4) — 70% (EPA Segment Adjusted EBITDA(2) (40%) and EPA Adjusted Free Cash Flow(3) (30%)) •Sustainability Objectives — 10% consisting of both of the following metrics (Environmental, Health and Safety (“EHS”) (5%), and Inclusion (5%)) •Individual Objectives — 20% (1) The metrics used to set the 2025 EPA targets are based on the Company’s 2025 EPA Segment Adjusted EBITDA and EPA Adjusted Free Cash Flow presented in dollars (as set forth in the following EPA table). (2) EPA Segment Adjusted EBITDA is an internal performance metric used by management to measure profitability and financial performance for resource allocations and decision-making, including targets under the Company’s EPA plan. EPA Segment Adjusted EBITDA is defined as income / (loss) from continuing operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation, amortization as adjusted to exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not qualify for hedge accounting, metal price lag, share-based compensation expense, non-operating gains / (losses) on pension and other post-employment benefits, expenses on factoring arrangements, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items, and as may be further adjusted by the Company on an annual basis to remove the impact of certain one-off or non-recurring events. In fiscal year 2025, further adjustments were made for non-material disposals. EPA Segment Adjusted EBITDA is a non-GAAP financial measure. See Annex A for a reconciliation to the most directly comparable financial measure calculated under GAAP. (3) EPA Adjusted Free Cash Flow is a non-GAAP measure. EPA Adjusted Free Cash Flow is defined as net cash flow from operating activities, less capital expenditures, net of property, plant and equipment inflows excluding factoring impacts and may be further adjusted by the Company on an annual basis to remove the impact of certain one-off or non-recurring events. In fiscal year 2025, EPA Adjusted Free Cash Flow was further adjusted for the impact of non-material disposals and other effects. EPA Adjusted Free Cash Flow is a non-GAAP financial measure. See Annex A for a reconciliation to the most directly comparable financial measure calculated under GAAP. 2026 Proxy Statement | 59 (4) The adjustments taken for EPA Segment Adjusted EBITDA and EPA Adjusted Free Cash Flow are reviewed by the Human Resources Committee. The Human Resources Committee then recommends to the Board and the Board approves the adjustments. Each component can be earned at 0% to 200% of target, however, the overall EPA payout is capped at 150% of target. Financial Objectives. To promote synergies throughout the Company, the EPA is designed to encourage individual plants, business units and our corporate division to work closely together to achieve common strategic, operating and financial goals. For 2025, the Human Resources Committee chose EPA Segment Adjusted EBITDA and EPA Adjusted Free Cash Flow as the financial objectives because it views these to be the best measures of the Company’s performance in the short-term, with greater weighting on EPA Segment Adjusted EBITDA due to its importance in measuring the profitability and financial performance of the Company’s operating segments. The Human Resources Committee recommended and the Board set the target for EPA Segment Adjusted EBITDA of $600 million for 2025, which was above the company’s actual performance in 2024, which was Segment Adjusted EBITDA of $575 million. Below are the 2025 threshold, target, maximum and actual performance levels against these metrics:
Annual Cash Incentive Plan (the “EPA”)
| Metric | Threshold (0% of target) | Target (100% of target) | Maximum (200% of target) | Actual | % Achievement (unweighted) | | EPA Segment Adjusted EBITDA(1) | $510 | $600 | $690 | $719 | 200% | | EPA Adjusted Free Cash Flow(1) | $60 | $120 | $180 | $158 | 164% |
Annual Cash Incentive Plan (the “EPA”)
(1) In millions and rounded. As disclosed above, the figures in the table are based on the Company’s 2025 results reported in U.S. dollars. EPA Segment Adjusted EBITDA and EPA Adjusted Free Cash Flow are non-GAAP financial measures. See Annex A for a reconciliation to the most directly comparable financial measure calculated under GAAP. If threshold performance is not achieved for a financial objective, there is no payout. Between threshold performance and target performance, payouts increase linearly from 0% to 100%. Achieving maximum performance level for a financial objective results in a payout of 200%, with payouts increasing linearly from 100% to 200% (subject to the overall EPA cap of 150% of target). Sustainability Objectives. The sustainability objectives are divided into EHS (5%) and inclusion (5%) components. The EHS metric is measured quarterly at the Company, business unit or operating unit/site level, while inclusion is measured annually at the Company level. Payout for sustainability objectives can range from 0% to 200% (subject to the overall EPA cap of 150% of target). The EHS recordable case rate measures the number of fatalities, serious injuries, lost-time injuries, restricted work injuries, or medical treatments per 1 million hours worked, including by our contractors. The Company’s publicly stated safety target is a recordable case rate of 1.5. This EHS metric of 1.5 is measured annually. For compensation purposes, the EPA plan uses a graduated scale where 2.00 represents threshold (0%) payout, 1.75 represents target (100%) payout and 1.50 represents maximum (200%) payout, reflecting the Company’s commitment to continuous improvement beyond industry standards. Additionally, for compensation purposes, the EHS recordable case rate is measured on a quarter-by-quarter basis with the resulting average of the four quarters calculated at year-end. For 2025, the unweighted achievement for EHS recordable case rate was 79%. The inclusion metric is intended to promote gender balanced hiring for a more representational workforce. The threshold, target and maximum for the inclusion metric were 24%, 25% and 26%. The actual achievement for inclusion was 25.09%, resulting in unweighted achievement of 109%. 2026 Proxy Statement | 60 Individual Objectives. The individual objectives are evaluated annually via the performance management program (the “Performance Management Program”), and achievement against these objectives is used to determine the percentage attained of the individual objectives target. Payouts for individual objectives can range from 0% to 200% (subject to the overall EPA cap of 150% of target) based on the Human Resources Committee’s subjective assessment. The individual objectives for 2025 for the Named Executive Officers are aligned with the overall strategic goals of the Company and included the following: (i) delivering results on budget, (ii) executing on the Company’s strategic, financial and operational plan by delivering Adjusted EBITDA and Free Cash Flow targets, (iii) executing top-line growth and meeting sustainability targets, (iv) developing talent and people, and (v) strengthening shareholder relations. The Human Resources Committee recommended the following payout percentages for the 2025 individual objective performance outcomes: Mr. Germain 130%; Mr. Guo 130%; Ms. Joerg 130%; Mr. Hoffmann 130%; and Mr. Jurkovic 130%. There were no increases in target bonuses in 2025. Based on the performance results described above, the NEOs earned the following EPA payouts for 2025. Bonuses earned for fiscal year 2025 were paid out in March 2026.
Annual Cash Incentive Plan (the “EPA”)
| Name | 2025 Target Bonus (% of Base Salary) | 2025 Target Bonus ($) | 2025 Bonus Payout (% of Target) | 2025 Bonus Payout ($) | | Jean-Marc Germain | 140% | $1,561,000 | 150% | $2,341,500 | | Jack Guo | 90% | $486,000 | 150% | $729,000 | | Ingrid Joerg(1) | 90% | $944,468 | 150% | $1,416,701 | | Philippe Hoffmann(1) | 85% | $592,106 | 150% | $888,159 | | Ryan Jurkovic | 65% | $353,600 | 150% | $530,400 |
Annual Cash Incentive Plan (the “EPA”)
(1) Target bonus amounts and bonus payout amounts are converted to U.S. dollars from Swiss francs based on the average exchange rate of 1.2062 in fiscal year 2025.
Long-Term Equity Incentive Program
Long-Term Equity Incentive Program 2025 Equity Grants Equity grants are a critical component of our executive compensation strategy, designed to incentivize our executive officers and closely align their interests with those of our shareholders. Our 2025 annual long-term equity program consisted of performance stock units (“PSUs”) and restricted stock units (“RSUs”), with targeted weightings of approximately 65% and 35%, for PSUs and RSUs, respectively. Award Design
Long-Term Equity Incentive Program
| Award Type | Description / Objective | | Restricted Stock Units | • Cliff vest on the third anniversary of the grant date, subject to continued service • Realized value linked to share price while supporting retention | | Performance Stock Units | • Awarded to select executives to further incentivize performance • PSUs may be earned from 0% - 200% of target shares awarded based on achievement against three-year relative TSR goals • Performance is measured against the companies in the S&P MidCap 400 Materials Index and the S&P SmallCap 600 Materials Index • Earned units vest on the third anniversary of the grant date, subject to continued service |
Long-Term Equity Incentive Program
The performance schedule for the 2025 PSUs is summarized in the table below; provided that, if Constellium’s Total Shareholder Return (“TSR”) is negative, the number of PSUs that can be earned is capped at 100% of target. 2026 Proxy Statement | 61 For purposes of calculating TSR, the beginning and ending share prices are calculated using a 20-day average closing share price.
Long-Term Equity Incentive Program
| Constellium TSR | % of Target PSUs Earned | | Below the average of the two 25th percentile TSRs of the comparator groups | 0% | | Equal to the average of the two 25th percentile TSRs of the comparator groups | 25% | | Between the average of the two 25th percentile TSRs and the average of the two median TSRs of the comparator groups | 25% - 100%, determined by linear interpolation | | Equal to the average of the two median TSRs of the comparator groups | 100% | | Between the average of the two median TSRs and the average of the two 75th percentile TSRs of the comparator groups | 100% - 200%, determined by linear interpolation | | Equal to or above the average of the two 75th percentile TSRs of the comparator groups | 200% |
Long-Term Equity Incentive Program
2022-2025 PSUs PSUs that were eligible to be earned based on three-year relative TSR performance from March 2022 to March 2025, against the same peer group and performance schedule as described above for the 2025 PSUs, were earned at 60.6% of target. 2025 Targeted Equity Grant Values In 2025, Mr. Germain did not receive an increase to his target grant. Mr. Guo received a 30% increase to his target grant to better align compensation with market levels, and Ms. Joerg received an 18% increase to her target grant to reflect expanded leadership responsibilities. Targeted grant values for 2024 and 2025 are included in the table below. The actual numbers of RSUs and PSUs granted are determined from our targeted grant values and are based on Constellium’s 20-day average stock price prior to the grant date. Therefore, the targeted equity grant values differ from the grant date fair values used for accounting purposes that are reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table.
Long-Term Equity Incentive Program
| Name | 2024 Target Grant | 2025 Target Grant | % Increase | | Jean-Marc Germain | $5,000,000 | $5,000,000 | — | | Jack Guo | $1,000,000 | $1,300,000 | 30% | | Ingrid Joerg | $850,000 | $1,000,000 | 18% | | Philippe Hoffmann | $775,000 | $800,000 | 3% | | Ryan Jurkovic | $650,000 | $675,000 | 4% |
Equity Grant Policies
Equity Grant Policies Equity grants to executive officers currently are made pursuant to our Constellium SE 2013 Equity Incentive Plan. We do not coordinate the grant of equity awards to the timing of releases of material non-public information. Grants of equity awards are typically made in March, following the Company’s release of full-year earnings for the prior fiscal year and the filing of the Annual Report.
Employment Agreements and Termination Benefits
Employment Agreements and Termination Benefits Constellium is party to employment agreements or offer letters with each of its NEOs. In general, Constellium may terminate its executive’s employment or services for “cause” upon advance written notice, without compensation, for certain acts of the officer. Each executive officer may terminate his or her employment at any time upon advance written notice to Constellium. If the executive’s employment or services is terminated by Constellium without “cause” or by the executive for “good reason,” the executive may be entitled to certain payments as provided by applicable laws or under the applicable employment agreement or offer letter. Except for the foregoing, our executives are not entitled to any severance payments upon the termination of their employment or services for any reason. See “Potential Payments Upon Termination or Change-In-Control” for further detail.
Transition Agreement with Jean-Marc Germain
Transition Agreement with Jean-Marc Germain As previously announced, Mr. Germain retired from his role as Chief Executive Officer on December 31, 2025. On January 1, 2026, Mr. Germain entered into a transition agreement (the “Transition Agreement”). The Transition Agreement provides that Mr. Germain will remain employed as a Special Advisor to the Board of Directors and management through December 31, 2026, to facilitate a seamless leadership transition (the “Transition Period”). During the Transition Period, Mr. Germain will: (i) receive 50% of his 2025 base salary ($557,500), (ii) be eligible for a target annual cash incentive opportunity under the EPA for fiscal year 2026 of 140% of his Transition Period base salary ($780,500), which would be payable in 2027, subject to the EPA conditions including individual performance, and (iii) be eligible, on his originally scheduled vesting dates (without acceleration), to fully vest in his 2023 outstanding equity awards and to vest pro-rata in his outstanding 2024 and 2025 equity awards (and in the case of any performance share awards, based on actual performance). The foregoing equity treatment was provided in light of Mr. Germain’s strong performance and significant contributions during his decade-long service with the Company and in consideration of his continuing support of a successful transition through the Transition Period. During the Transition Period, Mr. Germain will continue to be entitled to customary employee benefits (such as medical benefits and life insurance) as more fully set forth in his previous employment agreement. In accordance with ASC 718 (Stock Compensation), the continued total or partial vesting of Mr. Germain’s 2023-2025 RSUs and PSUs through the Transition Period (when his service is expected to end) resulted in a modification of those original awards with an incremental fair value of $18.3 million (this value assumes that the Board determines that Mr. Germain has met the terms of his Transition Agreement). In accordance with SEC Item 402, the incremental fair value of $18.3 million as of the modification date (fourth quarter 2025) is included in the Summary Compensation Table for the year of the modification and the Grants of Plan-Based Awards Table also reflects the modification as a separate line item as of the modification date. Such amount may not correspond to the actual value that may be realized by Mr. Germain. The assumptions used in calculating the valuation of Mr. Germain’s awards are set forth in Note 21 to the Company’s consolidated financial statements for fiscal year 2025 included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 25, 2026. The table below represents Mr. Germain’s compensation without the accounting treatment of ASC 718 outlined in the preceding paragraph and is presented for completeness along with the required disclosures in the Summary Compensation Table and Grants of Plan-Based Awards Table. 2026 Proxy Statement | 63
Transition Agreement with Jean-Marc Germain
| Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Jean-Marc Germain Former Chief Executive Officer | 2025 | $1,115,000 | $8,060,357 | $2,341,500 | $— | $361,123 | $11,877,980 |
Fiscal Year 2025 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensatio n ($)(4) | Total ($)(7) | | Jean-Marc Germain Former Chief Executive Officer(5) | 2025 | $1,115,000 | $26,354,236 | $2,341,500 | $— | $361,123 | $30,171,859 | | | 2024 | $1,115,000 | $6,915,992 | $524,496 | $— | $326,264 | $8,881,752 | | | 2023 | $1,115,000 | $6,452,077 | $2,074,569 | $— | $321,347 | $9,962,993 | | Jack Guo Executive Vice President, Chief Financial Officer | 2025 | $540,000 | $2,095,686 | $729,000 | $— | $141,111 | $3,505,797 | | | 2024 | $536,250 | $1,383,193 | $163,296 | $— | $104,429 | $2,187,167 | | | 2023 | $480,054 | $1,173,101 | $470,048 | $— | $83,271 | $2,206,475 | | Ingrid Joerg Chief Executive Officer Former Chief Operating Officer(6) | 2025 | $1,049,408 | $1,612,083 | $1,416,701 | $108,403 | $131,997 | $4,318,593 | | | 2024 | $982,925 | $1,175,715 | $298,955 | $191,676 | $124,763 | $2,774,033 | | | 2023 | $877,184 | $2,056,346 | $1,018,297 | $164,631 | $92,251 | $4,208,709 | | Philippe Hoffmann President, A&T(6) | 2025 | $696,595 | $1,289,654 | $888,159 | $140,552 | $79,671 | $3,094,631 | | | 2024 | $648,422 | $1,071,965 | $215,311 | $186,344 | $73,421 | $2,195,463 | | | 2023 | $605,037 | $1,099,792 | $699,143 | $252,519 | $66,002 | $2,722,494 | | Ryan Jurkovic Chief Human Resources Officer | 2025 | $544,000 | $1,088,148 | $530,400 | $— | $157,405 | $2,319,954 | | | 2024 | $538,000 | $899,075 | $118,810 | $— | $127,721 | $1,683,606 | | | 2023 | $515,000 | $916,483 | $442,442 | $— | $119,538 | $1,993,463 |
Fiscal Year 2025 Grants of Plan Based Awards
Fiscal Year 2025 Grants of Plan Based Awards The following table specifies the grants of awards made under our cash bonus and equity incentive plans to the NEOs during and for fiscal year 2025.
Fiscal Year 2025 Grants of Plan Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jean- Marc Germain | — | $— | $1,561,000 | $2,341,500 | | | | | $— | | | 3/13/2025 | | | | | | | 171,678 | $2,042,968 | | | 3/13/2025 | | | | 84,136 | 336,543 | 673,086 | | $6,017,389 | | | 10/27/2025(5) | | | | | | | 300,800 | $4,731,584 | | | 10/27/2025(6) | | | | 147,416 | 589,665 | 1,179,330 | | $13,562,295 | | Jack Guo | — | $— | $486,000 | $729,000 | | | | | $— | | | 3/13/2025 | | | | | | | 44,636 | $531,168 | | | 3/13/2025 | | | | 21,875 | 87,501 | 175,002 | | $1,564,518 | | Ingrid Joerg | — | $— | $944,468 | $1,416,701 | | | | | $— | | | 3/13/2025 | | | | | | | 34,336 | $408,598 | | | 3/13/2025 | | | | 16,827 | 67,309 | 134,618 | | $1,203,485 | | Philippe Hoffmann | — | $— | $592,106 | $888,159 | | | | | $— | | | 3/13/2025 | | | | | | | 27,468 | $326,869 | | | 3/13/2025 | | | | 13,462 | 53,847 | 107,694 | | $962,784 | | Ryan Jurkovic | — | $— | $353,600 | $530,400 | | | | | $— | | | 3/13/2025 | | | | | | | 23,177 | $275,806 | | | 3/13/2025 | | | | 11,358 | 45,433 | 90,866 | | $812,342 |
Fiscal Year 2025 Grants of Plan Based Awards
(1)Represents awards that could have been earned under the EPA based on performance in fiscal year 2025. For additional information, please refer to the CD&A under “Annual Cash Incentive Plan” above. Actual EPA payouts are reflected in the “Summary Compensation Table” under the “Non-equity Incentive Plan Compensation” column. (2)Awards made pursuant to the Constellium SE 2013 Equity Incentive Plan. PSUs may be earned from 0% - 200% of target shares awarded based on achievement against three-year relative TSR goals measured against the companies in the S&P MidCap 400 Materials Index and the S&P SmallCap 600 Materials Index. The “Threshold” column reflects the number of PSUs that will be earned if the lowest relative TSR performance goals are achieved, the “Target” column reflects the number of PSUs that will be earned if the relative TSR performance goals are achieved at target levels, and the “Maximum” column reflects the maximum number of PSUs that could be earned if the highest level of performance is achieved. Earned PSUs vest on the third anniversary of the grant date, subject to continued service. (3)RSUs cliff vest on the third anniversary of the grant date, subject to continued service. (4)The amounts included in this column reflect the aggregate grant date fair value of PSUs and RSUs granted to the NEOs in fiscal year 2025, computed in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures. The assumptions used in calculating the valuations are set forth in Note 21 to the Company’s consolidated financial statements for fiscal year 2025 including in the Company’s Annual Report 10-K, filed with the SEC on February 25, 2026. The grant date fair values of PSUs are calculated using the most probable outcome of applicable performance conditions. 2026 Proxy Statement | 68 (5)Represents the unvested shares subject to Mr. Germain’s 2023-2025 RSU grants that were modified pursuant to the Transition Agreement and the incremental fair value, computed in accordance with ASC 718, associated with the modification of the RSUs. Such amount reflects our calculation of the value of the modification of his awards, in accordance with ASC 718, and does not necessarily correspond to the actual value that may ultimately be realized by him. (6)Represents the unvested shares subject to Mr. Germain’s 2023-2025 PSU grants that were modified pursuant to the Transition Agreement and the incremental fair value, computed in accordance with ASC 718, associated with the modification of the PSUs. Such amount reflects our calculation of the value of the modification of his awards, in accordance with ASC 718, and does not necessarily correspond to the actual value that may ultimately be realized by him. The PSUs will vest, if at all, based on actual performance.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table sets forth certain information with respect to outstanding stock awards granted to our NEOs as of fiscal year end. As of December 31, 2025, we have not granted stock options.
Outstanding Equity Awards at 2025 Fiscal Year End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units, or Other Rights That Have Not Vested ($)(2) | | Jean-Marc Germain(4) | 3/13/2025 | 104,914 | $1,977,629 | | | | | 3/13/2025 | | | 205,665 | $3,876,785 | | | 3/14/2024 | 89,448 | $1,686,095 | | | | | 3/14/2024 | | | 175,347 | $3,305,291 | | | 3/9/2023 | 106,438 | $2,006,356 | | | | | 3/9/2023 | | | 208,653 | $3,933,109 | | Jack Guo | 3/13/2025 | 44,636 | $841,389 | | | | | 3/13/2025 | | | 87,501 | $1,649,394 | | | 3/14/2024 | 18,942 | $357,057 | | | | | 3/14/2024 | | | 37,132 | $699,938 | | | 3/9/2023 | 19,352 | $364,785 | | | | | 3/9/2023 | | | 37,937 | $715,112 | | Ingrid Joerg | 3/13/2025 | 34,336 | $647,234 | | | | | 3/13/2025 | | | 67,309 | $1,268,775 | | | 3/14/2024 | 16,101 | $303,504 | | | | | 3/14/2024 | | | 31,562 | $594,944 | | | 3/9/2023 | 18,143 | $341,996 | | | | | 3/9/2023 | | | 35,566 | $670,419 | | | 7/10/2023 | 56,301 | $1,061,274 | | | | Philippe Hoffmann | 3/13/2025 | 27,468 | $517,772 | | | | | 3/13/2025 | | | 53,847 | $1,015,016 | | | 3/14/2024 | 14,680 | $276,718 | | | | | 3/14/2024 | | | 28,777 | $542,446 | | | 3/9/2023 | 18,143 | $341,996 | | | | | 3/9/2023 | | | 35,566 | $670,419 | | Ryan Jurkovic | 3/13/2025 | 23,177 | $436,886 | | | | | 3/13/2025 | | | 45,433 | $856,412 | | | 3/14/2024 | 12,312 | $232,081 | | | | | 3/14/2024 | | | 24,136 | $454,964 | | | 3/9/2023 | 15,119 | $284,993 | | | | | 3/9/2023 | | | 29,638 | $558,676 |
Outstanding Equity Awards at 2025 Fiscal Year End
2026 Proxy Statement | 71 (1)RSUs cliff vest on the third anniversary of the grant date subject to continued service. (2)Amounts reported are based on the closing price of our ordinary shares on the NYSE as of December 31, 2025, the last trading day of our fiscal year, of $18.85 per share. (3)PSUs may be earned from 0% - 200% of target shares awarded based on achievement against three-year relative TSR goals measured against the companies in the S&P MidCap 400 Materials Index and the S&P SmallCap 600 Materials Index. Earned PSUs vest on the third anniversary of the grant date, subject to continued service. The number of shares presented for PSUs assume achievement at target performance as described under the section titled “2025 Equity Grants” in the CD&A. (4)The table reflects Mr. Germain’s outstanding stock awards as set forth in his Transition Agreement. Subject to his Transition Agreement, Mr. Germain was eligible to fully vest in his 2023 outstanding equity awards and to vest pro-rata in his outstanding 2024 and 2025 equity awards (and in case of any performance share awards, based on actual performance) on his originally scheduled vesting dates. 2026 Proxy Statement | 72
Stock Vested in Fiscal Year 2025
Stock Vested in Fiscal Year 2025 The following table summarizes the number of RSUs and PSUs that were acquired upon vesting and the value realized upon such vesting for each of the NEOs during fiscal year 2025.
Stock Vested in Fiscal Year 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jean-Marc Germain | 177,305 | $2,023,050 | | Jack Guo | 10,186 | $116,222 | | Ingrid Joerg | 31,137 | $355,273 | | Philippe Hoffmann | 31,137 | $355,273 | | Ryan Jurkovic | 25,947 | $296,055 |
Pension Benefits Fiscal Year 2025
Pension Benefits Fiscal Year 2025
Pension Benefits Fiscal Year 2025
| Name | Plan | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Ingrid Joerg | Constellium Group Switzerland Pension Fund (Basic Plan) | N/A | $1,497,915 | $— | | Philippe Hoffmann | Constellium Group Switzerland Pension Fund (Basic Plan) | N/A | $1,822,296 | $— |
Pension Benefits Fiscal Year 2025
(1)Years of credited service do not affect the calculation of benefits under the Basic Plan. (2)The amounts in the table were calculated in Swiss francs and converted to U.S. dollars using the average exchange rate for 2025 (1 CHF to 1.2062 USD). Ms. Joerg and Mr. Hoffmann participate in the Constellium Group Switzerland Pension Fund (the “Basic Plan'’) within the Trianon Collective Foundation (“FCT”), a cash balance-based pension arrangement, under which Constellium contributes an annual amount on behalf of each participant based on such participant’s salary, bonus and age. Participants must also make contributions based on their salary, bonus and age. The annual post-retirement benefit under the Swiss Basic Pension Plan is calculated as a percentage of the accumulated capital in the Basic Plan for the employee at the time the employee retires. In the event the employee retires earlier than the regular retirement age of 65, the percentage is reduced. Subject to certain conditions, participants may elect to receive pension benefits entirely or partially in a lump sum; any funds taken as a lump sum reduce the remaining capital and, as a result, the amount of the annual payments. Because of the way benefits are calculated under the Basic Plan, it is not possible to express the pension benefits as a percentage of the last or an average salary. 2026 Proxy Statement | 73
Non-Qualified Deferred Compensation for Fiscal Year 2025
Non-Qualified Deferred Compensation for Fiscal Year 2025 The following table shows the non-qualified deferred compensation activity for each of the NEOs during fiscal year 2025. The DCRP is described in the CD&A under “Retirement Benefits.”
Non-Qualified Deferred Compensation for Fiscal Year 2025
| Name | Executive Contributions In Last FY ($)(1) | Company Contributions In Last FY ($)(2) | Aggregate Earnings In Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance At Last FYE ($)(4) | | Jean-Marc Germain | $262,248 | $272,158 | $645,022 | $0 | $4,643,601 | | Jack Guo | $32,659 | $59,517 | $37,757 | $0 | $293,328 | | Ingrid Joerg (5) | — | — | — | — | — | | Philippe Hoffmann (5) | — | — | — | — | — | | Ryan Jurkovic | $0 | $70,145 | $49,010 | $0 | $449,815 |
Non-Qualified Deferred Compensation for Fiscal Year 2025
(1)Amounts represent the portion of the EPA award that each executive deferred during fiscal year 2025 (in respect of fiscal year 2024 compensation). (2)Represents Constellium’s contributions under the DCRP that funded in fiscal year 2025 (in respect of fiscal year 2024 compensation). These contributions are also reported in the “Summary Compensation Table” under the “All Other Compensation” column. (3)None of the amounts shown in this column are included in the “Summary Compensation Table” because they are not preferential or above-market. (4)The following amounts reported in this column previously were reported as compensation in the Summary Compensation Table for previous years: Mr. Germain: $2,665,996; Mr. Guo: $97,497; and Mr. Jurkovic: $144,714. (5)Ms. Joerg and Mr. Hoffmann do not participate in the DCRP. Earnings on amounts contributed to the DCRP, like our 401(k) plan, are based on participant selections among the deemed investment options selected by Constellium that are similar to those provided under the 401(k) plan. Benefits under the DCRP are unsecured and are general assets of Constellium. Participants are generally eligible to receive payment (or commence payment, as applicable) of their vested benefit as soon as practicable after July 1st of the year following their year of termination, with respect to employee contributions, on or about July 1st of the year specified by the participant, or at a later date if necessary to comply with Section 409A of the Internal Revenue Code. Participants may elect to receive their payments in a lump sum or in installments.
Potential Payments upon Termination of Employment or Change in
Potential Payments upon Termination of Employment or Change in
Treatment of Outstanding Equity Awards as of December 31, 2025
Treatment of Outstanding Equity Awards as of December 31, 2025 The terms of the applicable RSU and PSU award agreements provide for the following treatment of unvested equity awards in connection with qualifying terminations of employment or a change in control. Outstanding RSUs and PSUs are subject to full, immediate vesting, based on target performance in the case of PSUs, upon a participant’s death; full, continued vesting, based on actual performance in the case of PSUs, upon a participant’s permanent disability; and, pro-rata, continued vesting, based on actual performance in the case of PSUs, upon a participant’s retirement (none of the NEOs are currently retirement eligible). Upon a change in control (as defined under the applicable award agreements), RSUs and PSUs convert into cash obligations, with PSUs converting at the higher of target and actual performance as of the change in control, and the converted cash obligations remain subject to continued service through the original vesting date, provided that if a participant is terminated without “cause” or for “good reason”) (as defined under the applicable award agreements), the cash obligations vest in full upon such termination.
Quantification of Payments upon Termination or Change in Control
Quantification of Payments upon Termination or Change in Control The following table provides information regarding certain potential payments that would have been made to the NEOs if the triggering event occurred on December 31, 2025, given compensation and service levels as of that date and, where applicable, based on the closing market price per share of the Company’s ordinary shares on the last trading day of the fiscal year ($18.85 on December 31, 2025). Amounts actually received upon the occurrence of a triggering event will vary based on factors such as the timing during the year of such event, the market price of the Company’s ordinary shares, and the officer’s compensation level. Mr. Germain is not included in the table below; the terms of his Transition Agreement are described above.
Quantification of Payments upon Termination or Change in Control
| | | Prior to Change in Control | After a Change in Control | | | | Name | Type of Payment | Involuntary Termination W/o Cause or w/ Good reason ($) | Involuntary Termination W/o Cause or w/ Good reason ($) | Death ($) | Disability ($) | | Jack Guo | Cash Severance (1) | $1,026,000 | $1,026,000 | $— | $— | | | RSUs Unvested | $— | $1,563,231 | $1,563,231 | $1,563,231 | | | PSUs Unvested (2) | $— | $3,064,445 | $3,064,445 | $3,064,445 | | | Continued Health (3) | $16,159 | $16,159 | $— | $— | | | Total | $1,042,159 | $5,669,834 | $4,627,675 | $4,627,675 | | Ingrid Joerg | Cash Severance (1) | $1,049,408 | $1,049,408 | $— | $— | | | RSUs Unvested | $— | $2,354,007 | $2,354,007 | $2,354,007 | | | PSUs Unvested (2) | $— | $2,534,137 | $2,534,137 | $2,534,137 | | | Total | $1,049,408 | $5,937,553 | $4,888,144 | $4,888,144 | | Philippe Hoffmann | Cash Severance | $— | $— | $— | $— | | | RSUs Unvested | $— | $1,136,485 | $1,136,485 | $1,136,485 | | | PSUs Unvested | $— | $2,227,882 | $2,227,882 | $2,227,882 | | | Total | $— | $3,364,367 | $3,364,367 | $3,364,367 | | Ryan Jurkovic | Cash Severance (1) | $897,600 | $897,600 | $— | $— | | | RSUs Unvested | $— | $953,961 | $953,961 | $953,961 | | | PSUs Unvested (2) | $— | $1,870,052 | $1,870,052 | $1,870,052 | | | Continued Health (3) | $14,136 | $14,136 | $— | $— | | | Total | $911,736 | $3,735,749 | $2,824,013 | $2,824,013 |
Quantification of Payments upon Termination or Change in Control
2026 Proxy Statement | 76 (1)Cash severance amounts exclude potential additional payments in respect of restrictive covenant agreements, as described above for Messrs. Guo and Jurkovic and Ms. Joerg. The new Joerg Employment Agreement does not provide for severance. (2)PSU calculations, in each case, assume target performance. As described above, upon a termination following a change in control, PSU payouts are based on the greater of target or actual performance as of the change in control, and upon a termination due to permanent disability, PSU payouts will be based on actual performance at the end of the vesting period. (3)Continued health payment represents 6 months of COBRA coverage for Mr. Guo if health care continuation coverage is elected. For Mr. Jurkovic continued health includes 6 months of medical, dental and vision care at Constellium’s expense. 2026 Proxy Statement | 77
Pay Ratio for Fiscal Year 2025
Pay Ratio for Fiscal Year 2025 Pursuant to Item 402(u) of the SEC Regulation S-K, we are providing the following information about the relationship of the total annual compensation of our employees and the total annual compensation of Mr. Germain who served as CEO during the fiscal year ended December 31, 2025. For the year ended December 31, 2025, including the effect of the Transition Agreement, the annual total compensation of Mr. Germain was $30,171,859 and the annual total compensation of the median employee (other than Mr. Germain) was approximately $70,693. We estimate the resulting ratio of the annual total compensation of our CEO for 2025 to the median of the annual total compensation of all our employees (other than Mr. Germain) for 2025 to be 427:1. Without the award modification for Mr. Germain’s compensation as a result of his Transition Agreement and using the 2025 total annual compensation of $11,877,980, we estimate the resulting ratio of the annual total compensation of our CEO for 2025 to the median of the annual total compensation of all our employees (other than Mr. Germain) for 2025 to be 168:1. In fiscal year 2025, there was no significant change in our employee population or employee compensation arrangements that we believe would result in significant change to our pay ratio disclosure. We therefore continued to rely on our 2024 median employee determination process, but as also allowed by the SEC regulations, we identified the median employee with substantially similar compensation to the former median employee identified in fiscal year 2024, who was no longer with the company as of December 31, 2025. In determining the median employee in 2024, we used December 31, 2024, as the determination date and the total cash compensation from our payroll records as our consistently applied compensation measure. We converted the pay for our non-U.S. employees to U.S. dollars. In accordance with the SEC rules, we excluded all employees in certain non-US jurisdictions that in total constituted less than 5% of our total headcount. The excluded employees were in Mexico (55 employees), China (256 employees) and Canada (99 employees). As of December 31, 2024, we had a total of 11,793 employees worldwide. We excluded 410 employees, resulting in an employee population of 11,382 for purposes of this computation. The ratio presented above is a reasonable estimate calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own ratios.
Pay versus Performance for Fiscal Year 2025 (“PvP”)
Pay versus Performance for Fiscal Year 2025 (“PvP”) The following table presents information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company’s principal executive officer (“PEO”) and non-PEO Named Executive Officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Human Resources Committee does not utilize CAP as the basis for recommending compensation decisions to the Board of Directors. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our “Compensation Discussion & Analysis.” 2026 Proxy Statement | 78
Pay versus Performance for Fiscal Year 2025 (“PvP”)
| Year | Summary Compensati on Table Total for PEO(1) | Compensati on Actually Paid to PEO(2) | Average Summary Compensati on Table Total for Non- PEO NEOs(3) | Average Compensati on Actually Paid to Non-PEO NEOs(3) (4) | Value of Initial Fixed $100 Investment Based On: | | Company Net Income ($M)(7) | EPA Segment Adjusted EBITDA ($M)(8) | | | | | | | Company TSR(5) | Index TSR(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $30,171,859 | $23,364,716 | $3,309,743 | $6,452,675 | 105 | 124 | 275 | 719 | | 2024 | $8,881,752 | $(5,262,772) | $2,210,067 | $(198,956) | 57 | 110 | 60 | 587 | | 2023 | $9,962,993 | $23,041,552 | $2,782,785 | $4,450,187 | 111 | 110 | 157 | 756 | | 2022 | $8,939,010 | $(3,430,929) | $2,607,284 | $216,040 | 66 | 93 | 315 | 707 |
Pay versus Performance for Fiscal Year 2025 (“PvP”)
(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Jean-Marc Germain (our PEO) for each corresponding year in the “Total” column of the “Summary Compensation Table for 2025.” (2)The dollar amounts reported in column (c) represent the amount of CAP for Mr. Germain for each corresponding year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to Mr. Germain during the applicable year. As computed in accordance with Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Germain’s total compensation for each year to determine the CAP values for Mr. Germain:
Pay versus Performance for Fiscal Year 2025 (“PvP”)
| Year | SCT Total for PEO | Minus SCT Change in Pension Value for PEO | Plus Pension Value Service Cost | Minus SCT Equity for PEO | Plus (Minus) EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstandi ng and Unvested at EOY | Plus (Minus) Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstandi ng and Unvested at EOY | Plus (Minus) Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year | Minus Fair Value at BOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year | PEO CAP | | 2025 | $30,171,859 | $— | $— | $26,354,236 | $8,855,046 | $10,626,248 | $186,085 | $(120,286) | $23,364,716 | | 2024 | $8,881,752 | $— | $— | $6,915,992 | $2,165,146 | $(9,595,771) | $202,093 | $— | $(5,262,772) | | 2023 | $9,962,993 | $— | $— | $6,452,077 | $8,989,200 | $7,431,950 | $3,109,486 | $— | $23,041,552 | | 2022 | $8,939,010 | $— | $— | $5,662,557 | $2,453,831 | $(9,573,067) | $411,854 | $— | $(3,430,929) |
Pay versus Performance for Fiscal Year 2025 (“PvP”)
2026 Proxy Statement | 79 (3)Reflects compensation amounts reported for the non-PEO NEOs, in the Summary Compensation Table (“SCT”), who were as follows:
Pay versus Performance for Fiscal Year 2025 (“PvP”)
| 2025 | 2024 | 2023 | 2022 | | Jack Guo | Jack Guo | Jack Guo | Peter Matt | | Ingrid Joerg | Ingrid Joerg | Ingrid Joerg | Ingrid Joerg | | Phillipe Hoffman | Phillipe Hoffman | Phillipe Hoffman | Phillipe Hoffman | | Ryan Jurkovic | Ryan Jurkovic | Ryan Jurkovic | Ryan Jurkovic |
Pay versus Performance for Fiscal Year 2025 (“PvP”)
(4)The dollar amounts reported in column (e) represent the amount of CAP for the non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to these executive officers during the applicable year. As computed in accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO NEOs’ total compensation for each year to determine the compensation actually paid:
Pay versus Performance for Fiscal Year 2025 (“PvP”)
| Year | SCT Total for Average Non-PEO NEOs | Minus SCT Change in Pension Value for Average Non-PEO NEOs | Plus Pension Value Service Cost | Minus SCT Equity for Average Non-PEO NEOs | Plus (Minus) EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstandi ng and Unvested at EOY | Plus (Minus) Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstandin g and Unvested at EOY | Plus (Minus) Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year | Average Non-PEO NEOs CAP | | 2025 | $3,309,743 | $(62,239) | $14,107 | $1,521,393 | $2,735,006 | $1,951,565 | $25,884 | $6,452,675 | | 2024 | $2,210,067 | $(94,505) | $11,769 | $1,132,487 | $394,237 | $(1,614,630) | $26,593 | $(198,956) | | 2023 | $2,782,785 | $(104,288) | $10,166 | $1,311,430 | $1,774,887 | $995,469 | $302,598 | $4,450,187 | | 2022 | $2,607,284 | $— | $11,797 | $1,187,029 | $529,669 | $(1,818,052) | $72,371 | $216,040 |
Pay versus Performance for Fiscal Year 2025 (“PvP”)
(5)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement periods (beginning on December 31, 2021 and ending on December 31 of 2022, 2023, 2024, and 2025 respectively) determined in accordance with Item 402(v) of Regulation S-K, and the difference between Constellium’s ordinary share price at the end and the beginning of the measurement periods by Constellium’s ordinary share price at the beginning of the measurement period. (6)Reflects total shareholder return indexed to $100 for the S&P 600 Materials Index (“Peer Group TSR”), which is an industry line peer group reported for the year ended December 31, 2025, and assuming reinvestment of all dividends, where applicable. (7)The dollar amounts reported represent the amount of net income (in millions) under U.S. GAAP reflected in Constellium’s 10-K filed on February 25, 2026. 2026 Proxy Statement | 80 (8)We determined EPA Segment Adjusted EBITDA as the “company-selected measure” (as previously defined). EPA Segment Adjusted EBITDA is a non-GAAP measure and as previously disclosed in “Compensation Discussion and Analysis—Elements of Executive Compensation” was set in USD and under GAAP in 2025, and for 2022-2024 was set in Euros and under IFRS when the Company was a foreign private issuer. For fiscal years 2025, 2024, 2023, and 2022, the EPA Segment Adjusted EBITDA was $720, €542, €699 and €673 respectively. In fiscal year 2023, for the purposes of EPA payout calculations, an adjustment of €13.8 was made to the Adjusted EBITDA of €713, resulting in EPA Segment Adjusted EBITDA of €699. For fiscal years 2022 - 2024, the column reflects the EPA Segment Adjusted EBITDA converted from EUR to USD using the average exchange rate for the respective years (1 euro to 1.0821 USD in fiscal year 2024; 1 euro to 1.0810 USD in fiscal year 2023; and 1 euro to 1.507 USD in fiscal year 2022). The rates are sourced from European Central Bank.
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID DISCLOSED IN THE PAY
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID DISCLOSED IN THE PAY
Tabular List of Constellium’s Most Important Metrics that Link Compensation Actually Paid to the PEO
Tabular List of Constellium’s Most Important Metrics that Link Compensation Actually Paid to the PEO