SEC Form DEF 14A filed by Century Aluminum Company

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

CENTURY ALUMINUM COMPANY

(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

To the Stockholders of Century Aluminum Company:

We cordially invite you to attend our 2025 Annual Meeting of Stockholders. The meeting this year will be held on Monday, June 16, 2025, at 8:30 a.m., Central Time, at Hyatt Place Chicago, 28 North Franklin Street, Chicago, Illinois 60606. At the meeting, we will hold votes to:

All holders of our common stock as of the close of business on April 21, 2025, are entitled to vote at the meeting. You can also vote before the meeting - by telephone, online or by mail. Your vote is important. Whether or not you plan to attend the meeting, please vote as soon as possible to ensure that your shares are represented and voted at the meeting. Instructions on how to vote are found in the section “How do I vote?” on page 75.

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Cautionary Statement Regarding Forward-Looking Statements

This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements about future events and are based on our current expectations. These forward-looking statements may be identified by the words “believe,” “expect,” “hope,” “target,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” “potential,” “project,” “scheduled,” “forecast” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” or “may.” Any statement that reflects expectations, assumptions or projections about the future, other than statements of historical fact, is a forward-looking statement. Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements. Important factors that could cause actual results and events to differ from those described in such forward-looking statements can be found in the risk factors and forward-looking statements cautionary language contained in our Annual Report on Form 10-K, quarterly reports on Form 10-Q and in other filings made with the Securities and Exchange Commission (the “SEC”). Although we have attempted to identify those material factors that could cause actual results or events to differ from those described in such forward-looking statements, there may be other factors that could cause actual results or events to differ from those anticipated, estimated or intended. Many of these factors are beyond our ability to control or predict. Given these uncertainties, investors are cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Incorporation by Reference

Neither the Compensation Committee Report nor the Audit Committee Report shall be deemed soliciting material or filed with the SEC and neither of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference. In addition, this document includes references to our website as well as to our Sustainability Report; however, the information contained on our website, or any other website, or in our Sustainability Report is not incorporated by reference into or otherwise made a part of this proxy statement.

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Table of Contents

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Voting Proposals and Board Vote Recommendations

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Board Nominees

The following table provides summary information about each director nominee standing for election at the 2025 Annual Meeting, the Board Committees on which such director currently serves, if any, and the number of other public company boards they serve on.

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We effectively navigated ongoing geopolitical tensions and market disruptions to produce strong results in 2024. Global aluminum demand will continue to be driven by positive, long-term trends towards lightweighting, electrification, and renewable energy. At the same time, supply remains constrained, especially in our core markets in the U.S. and Europe. Our growing value-added product portfolio and investment to revitalize the U.S. primary aluminum industry positions us well for continued success.

The following are key performance highlights for 2024:

Corporate Governance Snapshot

We are committed to strong corporate governance practices which promote long-term value creation for our stockholders by strengthening Board and management accountability. Our key corporate governance practices are listed below and described in more detail below under “Corporate Governance.”

*Adjusted EBITDA is a non-GAAP measure, and a reconciliation to the most directly comparable GAAP measure is included on page 73.

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Proxy Summary

2024 Executive Compensation Summary

Our compensation program is designed to (i) attract, retain and motivate talented executives, (ii) incentivize and reward our executives for achieving the Company’s short- and long-term performance goals and (iii) align management’s interests with those of our stockholders by focusing on long-term value creation throughout the economic cycle, with a significant portion of executive compensation variable and at-risk. For more detail regarding our executive compensation program, including definitions for various of the defined terms used below, please see the “Executive Compensation” section of this Proxy Statement.

The following aspects of our executive compensation program demonstrate our pay-for-performance philosophy and our commitment to good governance:

The 2024 compensation outcomes for our NEOs were aligned with the Company’s overall performance as evidenced by:

The chart below illustrates the proportion of our CEO’s total target compensation that is variable and at risk, demonstrating the Committee’s commitment to performance-based and at-risk compensation, in line with our pay-for-performance philosophy.

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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.

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Proposal No. 1

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.

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.

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Proposal No. 1

2025 Director Nominees

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Proposal No. 1

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Proposal No. 1

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Proposal No. 1

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Corporate Governance

Corporate
Governance

Board Leadership and Independent Chairman

The Board is responsible for the supervision of the overall business affairs of Century, and establishes corporate policies, sets strategic direction and oversees management, which is responsible for Century’s day-to-day operations. The Board met four times during 2024. There are no family relationships among any of our directors and executive officers.

One of the Board’s most critical responsibilities is to evaluate and determine its optimal leadership structure at any given time. Our current Board leadership structure provides for an independent Chairman of the Board. The Board has not adopted a formal policy regarding whether the roles of the Chairman and Chief Executive Officer should be separate or combined but recognizes the value to the Company of the separation of these positions and having an independent director serve as Chairman. We believe that this structure is appropriate for the Company because it allows our independent Chairman to lead the Board in its fundamental role of governing the Company and providing advice to management, while also providing for effective independent oversight and allowing our President and Chief Executive Officer to focus on the execution of our business strategy, growth and development. The Board evaluates whether this leadership structure is in the best interests of our stockholders on a regular basis.

Director Independence

Nasdaq Global Select Market (“Nasdaq”) rules require that a majority of the board of directors of listed companies be independent as defined by Nasdaq listing standards. The Board has determined that each of Messrs. Michelmore, Berntzen and Glasser and Mss. Bush and Olivier are, and during 2024 were, independent under the criteria established by Nasdaq for membership on the Board and that these directors are independent under applicable SEC rules and Nasdaq listing standards for service on the various committees of the Board on which they serve. The Board has also determined that the same individuals also meet the Institutional Shareholder Services’ (ISS) standards for Independent Outside directors as currently in effect. Led by our Chairman, our independent directors meet in executive session without the presence of management no fewer than four times each year. The Independent Directors met four times in 2024.

Board Committees and Meeting Attendance

To assist it in carrying out its duties, the Board has established various standing committees, including the committees set forth below denoting composition as of December 31, 2024:

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Corporate Governance

The Board designates the members of each committee and the committee chair annually based on the recommendations of the Governance and Nominating Committee. The Board has adopted written charters for each of these committees, which are available in the “Investors” section of our website, www.centuryaluminum.com, under the tab “Governance.” During 2024, each of our directors attended 100% of the meetings of the Board and 100% of the meetings of the Board committees on which each such director served. We encourage our directors to attend our annual meeting of stockholders. All of our directors attended our 2024 annual meeting of stockholders.

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Corporate Governance

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Corporate Governance

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Corporate Governance

Board Oversight of Risk Management

Management of risk is the direct responsibility of our senior management team. Our Board as a whole and through its committees oversees management’s attention to risk by regularly reviewing with management the risks inherent to our business and to our business strategy, their potential impact on us, and our risk management decisions, practices and activities (both short-term and long-term).

The Company undertakes a comprehensive risk management process overseen by the Executive Director of Internal Audit to aggregate, monitor, measure, and manage risk. The risk management process is designed to enable the Board to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure, and to elevate certain key risks for discussion at the Board level. The Executive Director of Internal Audit reports directly to the Audit Committee and regularly updates the Audit Committee on the Company’s risk management process. The Chair of the Audit Committee then reports to the full Board on the risks associated with the Company’s operations. The Board also relies on the CEO and other executive officers of the Company to supervise day-to-day risk management and to bring material risks to the Board’s attention. The CEO and our other executive officers report directly to the Board and certain Board committees, as appropriate. Directors may also from time to time rely on the advice of our outside advisors and auditors, provided they have a reasonable basis for such reliance.

The Board

While the Board has primary responsibility for overseeing risk management, the Board also delegates certain oversight responsibilities to its committees. The Board regularly receives detailed reports from its committees regarding risk oversight in their areas of responsibility.

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Corporate Governance

The Board recognizes the importance of developing, implementing, and maintaining appropriate cybersecurity measures to safeguard Century’s information systems and protect the confidentiality, integrity, and availability of Century’s data. The Board is actively involved in oversight of Century’s risk management program, and cybersecurity represents an important component of Century’s overall approach to enterprise risk management. Our Chief Information Officer updates the Board periodically regarding the actions management is taking to mitigate the Company’s cybersecurity risks and enhance the Company’s cybersecurity protection. Management routinely evaluates the Company’s existing security processes, procedures and systems to determine whether additional enhancements are needed to further reduce the likelihood and impact of a future cybersecurity event. Some of the Company’s current safeguards include multi-factor authentication for remote access to systems; performing email phishing test campaigns; email spam filtering; restricted internet firewall rules; limiting the use of memory stick and external hard drive use; requiring timely application of security and software patches on servers; antivirus endpoint protection; performing 24-hour/7-day a week network monitoring; and improving our backup and recovery strategy, among others.

Corporate Governance Guidelines and Code of Ethics

The Board has adopted Corporate Governance Guidelines designed to assist the Board in performing its duties to the Company and its stockholders. The goal of these guidelines is to reflect current governance practices for the Board, reinforce a strong and effective working relationship between the Board and Management and enhance the ability of the Board and management to guide the Company in its continuing growth and success. Our Corporate Governance Guidelines may be amended by the Board at any time.

Our Code of Ethics applies to all of our directors, officers and other employees. The Code of Ethics sets forth guidelines intended to deter wrong-doing and promote the highest standards of honest and ethical behavior and integrity in carrying out the Company’s business activities.

Copies of our Corporate Governance Guidelines and our Code of Ethics are available on our website at www.centuryaluminum.com and to any stockholder who requests them. If and when they occur, we will disclose any amendments to or waivers of our Code of Ethics on behalf of our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions on our website at www.centuryaluminum.com.

Related Party Transactions

The Company has a written policy and written procedures for the review, approval and monitoring of transactions involving Century or its subsidiaries and “related parties.” “Related parties” include executive officers, directors and director nominees and any of their respective immediate family members, as well as stockholders owning five percent or greater of our outstanding stock and their immediate family members. The Company’s Statement of Policy Regarding Related Party Transactions is available in the Investor section of the Company’s website, www.centuryaluminum.com, under the tab “Governance.”

The Company’s Related Party Transactions Policy applies to any transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships in which Century or any of its subsidiaries was or is to be a participant and where any related party had or will have a direct or indirect interest. Pursuant to the policy, the Audit Committee is responsible for reviewing related party transactions. However, all transactions with Glencore plc or its affiliates (together, “Glencore”) and any other transaction the Audit Committee Chair determines is material to the Company are reviewed by the independent directors, acting as a separate body from our Board. Based on its consideration of all relevant facts and circumstances, whether the transaction is on terms that are fair and reasonable to the Company and whether the transaction is in the business interests of the Company, the Audit Committee or independent directors, as the case may be, will decide whether or not to approve or ratify such transaction. If a related party transaction is submitted for approval after the commencement of the transaction, the Audit Committee or independent directors, as the case may be, will evaluate all options available, including the ratification, rescission or termination of such transaction, if appropriate. The policy defines certain ordinary course, non-material transactions that are pre-approved by the independent directors. The Audit Committee receives quarterly reports of all pre-approved transactions. Please see page 70 for more information regarding our related party transactions in 2024.

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Corporate Governance

Health, Safety and Sustainability

The health and safety of our employees and our communities are critically important to us. We are committed to providing a safe working environment for all employees and every visitor to our facilities, and we strive for zero injuries and accidents every day. We believe that best-in-class safety practices and performance produce superior operational and financial performance for the Company and contribute to long-term stockholder value creation. To that end, we continuously assess the risks our employees face at each of our facilities, and we work to mitigate those risks through frequent training, appropriately tailored operating procedures and other preventative safety and health programs. We further emphasize the importance of our safety culture by including multiple safety performance goals in our AIP to further incentivize our executives to champion a safe working environment, and to align a significant amount of their annual cash compensation to the achievement of these goals.

We are also mindful of the environmental impact of our operations and seek to minimize waste from our operations and promote the responsible use of energy and raw materials. We are committed to pursuing the highest possible environmental standards across all our operations, as evidenced by our continued focus on reducing the carbon intensity of our aluminum products and minimizing greenhouse gas emissions where feasible. We seek to mitigate our impact on the environment through a variety of methods, including through the use of renewable energy sources to generate power for certain of our operations, the responsible and efficient management of hazardous and non-hazardous waste, and the sustainable recycling and disposal of aluminum and other by-products produced during the aluminum production process. In addition, in the United States, we continue to advocate and encourage our electric power suppliers to increase their use of renewable energy sources.

Our aluminum smelter in Grundartangi, Iceland (“Grundartangi”) is ASI Certified and produces a low-carbon aluminum product called Natur-Al™, with energy generated from 100% renewable sources. As a result, Natur-Al™ aluminum is one of the lowest carbon intensity aluminum products in the world, accounting for less than 25% of the average carbon intensity associated with standard aluminum production. We continuously seek additional opportunities to reduce our carbon footprint through the use of technology and a rigorous focus on operational excellence.

2024 Stockholder Engagement

We are committed to a robust and proactive shareholder engagement program. The Board of Directors values the perspectives of our stockholders, and uses this feedback on our business, corporate governance, executive compensation, and other matters during Board and committee discussions throughout the year. Maintaining an active dialogue with our stockholders is important to our commitment to deliver sustainable, long-term value. The Board and management actively seek to engage with stockholders on a variety of topics to better understand their questions and concerns, to seek input, and to provide perspective on Century’s policies and practices. We also will engage with proxy and other advisory firms that represent the interests of various stakeholders.

Stockholder feedback is reviewed and considered by the Board and is reflected in adjustments or enhancements to our policies and practices. Going forward, we intend to continue our efforts to proactively engage with our stockholders, to maintain transparency and to better understand their views on key issues.

2024 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.

Any retainers due to the directors are paid on a quarterly basis 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 2024, Mr. van Jaarsveld waived his right to receive compensation of any kind, including his right to receive expense reimbursement.

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Corporate Governance

The table below sets forth the components of compensation for our non-employee directors (other than Mr. van Jaarsveld) in 2024:

The following table sets forth the total compensation for each person who served as a non-employee director during the year ended December 31, 2024.

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The following table sets forth as of December 31, 2024, the number of outstanding stock awards held by each non-employee director who served on our Board during 2024:

Non-Employee Director Stock Ownership Guidelines

Under our director stock ownership guidelines, each independent director is expected to accumulate, within five years of election to the Board, 25,000 shares of our common stock, which was meant to approximate the value (at the time the guidelines were adopted in March 2019) of five times the annual cash retainer payable to independent directors. The guidelines of peer companies and, on a broader basis, industry practices, in place at the time the guidelines were adopted were considered in developing these guidelines. The director stock ownership guidelines continue to be based on a fixed number of shares to address the volatility inherent in the aluminum industry. As of the date of this proxy statement, each of our independent directors holds in excess of the minimum number shares required under the guidelines or is within the five-year timeframe in which to comply.

Stockholder Communications with the Board of Directors

Stockholders may communicate with the Board, our independent or non-management directors as a group, or any individual director(s) by sending a written communication in an envelope addressed to the Board or the appropriate director(s) in care of our Corporate Secretary, addressed to: Corporate Secretary, Century Aluminum Company, 1 South Wacker Drive, Suite 1000, Chicago, Illinois 60606.

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The Board, on the recommendation of the Audit Committee, has appointed Deloitte & Touche LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. We are requesting the Company’s stockholders to ratify such appointment. If no direction is given to the contrary, all proxies received by the Board will be voted “FOR” ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Neither the Board nor the Audit Committee is required to take any action as a result of the outcome of the vote on this proposal. If the stockholders do not ratify the appointment, the Audit Committee may investigate the reasons for such rejection but may, nevertheless, continue to retain Deloitte & Touche LLP. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time. In addition to performing the audit of the Company’s consolidated financial statements, Deloitte & Touche LLP provided various other services for the Company during the last two fiscal years. The aggregate fees billed for the last two fiscal years are set forth below:

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Proposal No. 2

All services rendered by Deloitte & Touche LLP are pre-approved by the Audit Committee in accordance with the Audit Committee’s pre-approval procedures. Under those procedures, the terms and fees of annual audit services, and changes thereto, must be approved by the Audit Committee. The Audit Committee also pre-approves the scope of audit-related, tax and other non-audit services that may be performed by our independent auditors during the fiscal year, subject to dollar limitations set by the Committee. The foregoing pre-approval procedures are subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to completion of the audit.

Representatives of Deloitte & Touche LLP are expected to be present at the 2025 Annual Meeting, and are expected to have the ability to respond to appropriate questions and will have the opportunity to make a statement if they desire to do so.

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Proposal No. 2

Audit Committee
Report

The following report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall this information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Century specifically incorporates it by reference into a filing.

The role of the Audit Committee is to assist the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s accounting, auditing and financial reporting practices. The Audit Committee’s job is one of oversight. Century’s management is responsible for the preparation of Century’s financial statements and the independent auditors are responsible for auditing those financial statements. The Audit Committee and the Board recognize that management (including the internal audit staff) and the independent auditors have more resources and time, and more detailed knowledge and information regarding Century’s accounting, auditing, internal control and financial reporting practices than the Audit Committee does; accordingly, the Audit Committee’s oversight role does not include providing any expert or special assurance as to the financial statements and other financial information provided by Century to its stockholders and others.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the independent auditors the written disclosures and the letter required by the Public Company Accounting Oversight Board (PCAOB) regarding the independent auditors’ communications with the Audit Committee concerning independence, and discussed with the independent auditors their independence from Century. The Audit Committee also discussed with each of management, the internal auditors and the independent auditors (i) the quality and adequacy of Century’s internal controls, (ii) Century’s processes for assessing and monitoring risk and (iii) the function, responsibilities, budget and staffing of Century’s internal audit organization. The Audit Committee reviewed with both the independent and the internal auditors their audit plans, audit scope, and identification of audit risks. The Audit Committee has the authority to obtain advice from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from Century for such advice and assistance.

The Audit Committee met with and discussed with the independent auditors all matters required to be discussed by the applicable requirements of the PCAOB and the SEC and, with and without management present, reviewed and discussed the results of the independent auditors’ examination of the financial statements. The Audit Committee also discussed the quality and adequacy of Century’s internal controls and the results of the internal audit examinations.

The Audit Committee reviewed and discussed with management and the independent auditors the interim financial information contained in each quarterly earnings announcement in 2024 prior to its public release and the audited financial statements of Century as of and for the year ended December 31, 2024.

Based on the above-mentioned review and discussions with management and the independent auditors, the Audit Committee recommended to the Board that Century’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC.

The Audit Committee

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In accordance with Section 14A of the Exchange Act and the related rules of the SEC, a resolution will be presented at the 2025 Annual Meeting asking our stockholders to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement. Although the vote is advisory and is not binding on the Compensation Committee, the Board or the Company, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. We refer to this non-binding advisory vote as the “say-on-pay” vote. Consistent with the frequency preference expressed by our stockholders at the 2023 annual meeting of stockholders, our current policy is to hold a “say-on-pay” vote annually. The next advisory vote on the frequency of the “say-on-pay” vote will be held at the 2029 Annual Meeting.

You are asked to vote for or against, or to abstain from voting, on the following resolution on an advisory basis:

“Resolved, that the stockholders approve on an advisory basis the compensation of our named executive officers, as disclosed in the Company’s proxy statement pursuant to the rules of the SEC, including the “Compensation Discussion and Analysis,” the compensation tables, and any related tables and disclosure.”

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Compensation Discussion and Analysis

Compensation
Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide the Company’s stockholders with an understanding of the Company’s executive compensation program and to discuss the 2024 compensation of the Company’s named executive officers (“NEOs”). The Compensation Committee (the “Committee”) oversees the Company’s executive compensation program and establishes the compensation of our NEOs.

The following table contains information about our executive officers as well as an indication of those executive officers who are the Company’s NEOs, and whose compensation is described in this Proxy Statement.

* 2025 Named Executive Officer

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Compensation Discussion and Analysis

Our Philosophy on Executive Compensation and Overview of 2024 NEO Compensation

The Committee believes the executive compensation program at Century should be structured to align the interests of executives and stockholders. The program should seek to reward value creation at all stages of our business cycle and provide an increasing percentage of performance-based compensation at higher levels of executive responsibility. Compensation should also be market competitive and internally equitable.

Each year the Committee evaluates the Company’s executive compensation program to ensure that it is aligned with our strategic priorities and effectively motivates and incentivizes our executives, while also ensuring that risk is appropriately overseen and mitigated. The Committee believes that aligning executive compensation with Company performance and strategy supports our stockholders’ interests for long-term value creation.

The following aspects of our 2024 executive compensation program demonstrate our pay-for-performance philosophy and our commitment to good governance:

We believe 2024 compensation outcomes for our NEOs were aligned with the Company’s overall performance as evidenced by:

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Compensation Discussion and Analysis

Compensation Program Structure

We are committed to developing and implementing an executive compensation program that seeks to directly align the interests of our NEOs with the long-term interests of our stockholders. To that end, the objectives of the Company’s executive compensation program are to attract, retain and motivate talented executive officers who will improve the company’s performance and provide long-term strategic leadership. The majority of targeted total compensation for our NEOs is equity-based, vests over multiple years and is tied directly to long-term value creation for shareholders. NEO compensation is comprised of three primary components:

Century’s executive compensation program is designed to strengthen the link between pay and performance by having a significant portion of total executive compensation tied to the achievement of predetermined performance targets directly related to our business goals and strategies. Our 2024 pay mix for our CEO and other NEOs was as follows:

CEO 2024 TARGET* COMPENSATION

AVERAGE OF 2024 TARGET COMPENSATION FOR NEOs (other than the CEO)

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Compensation Discussion and Analysis

Consideration of “Say-On-Pay” Results

At the Company’s annual meeting of stockholders held in June 2024, approximately 85% of the votes cast on the advisory vote to approve the compensation of the Company’s NEOs were voted in favor of the proposal. The Committee believes this affirms our stockholders’ support for the Company’s approach to executive compensation. No changes were made to the compensation program for 2024 in response to this vote result.

Our Process for Executive Compensation

The Compensation Committee

The Committee is responsible for the executive compensation program design and decision-making process for NEO compensation. The Committee regularly reviews the Company’s executive compensation practices, including the methodologies for setting NEO total compensation, the goals of the program and the underlying compensation philosophy. In consultation with its independent executive compensation consultant, the Committee, regularly:

The Committee maintains an annual agenda to help ensure that it discharges its duties in a thoughtful and timely manner. As a general practice, the Committee makes decisions over multiple meetings, discussing conceptual matters, reviewing preliminary recommendations and reviewing final recommendations, before acting. The Committee dedicated significant time and attention to compensation management in 2024, including holding five meetings.

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Compensation Discussion and Analysis

Compensation Considerations

The Committee, with the support of its independent compensation consultant and management, considers many aspects of the Company’s financial and operational performance, as well as other factors when making executive compensation decisions. The factors and considerations the Committee may take into account in making executive compensation decisions include, but are not limited to:

Benchmarking Executive Compensation

The Committee, together with its independent executive compensation consultant, annually reviews relevant competitive market data to assess our compensation levels and practices. For purposes of informing 2024 compensation targets, the Committee reviewed the compensation levels of a peer group of metals and other industrial companies that are comparable in size to the Company in terms of revenue, market capitalization, EBITDA and number of employees. The Committee chose these parameters, and ultimately the companies noted below, to evaluate pay in a context that considers businesses with similar exposure to economic forces and business cycles and with whom the Company may compete for executive talent. The Committee supplemented this data with compensation survey data covering general industrial companies with similar revenues to provide additional perspective on competitive pay levels.

Elements of compensation that are benchmarked, separately and in the aggregate, include base salary, annual incentive opportunities and long-term incentive grant values. Generally, the Committee targets total compensation (base salary, target annual incentive and long-term incentive) at or near the mid-point of the compensation ranges for comparable positions at the companies comprising the peer group, while being mindful of individual differences such as experience, level of responsibility and performance, as well as the practical implications of pay, on occasion, being the product of an arms-length negotiation at the time an executive is hired or promoted.

For purposes of determining 2024 compensation, the Committee, in consultation with its independent executive compensation consultant, made no changes to the compensation peer group. The following companies comprised the Company’s peer group for purposes of determining 2024 target compensation for the Company’s NEOs:

For 2024, the Committee also assessed the Company’s TSR performance against a group of aluminum industry companies listed below (the “Industry Peer Group”) to give more specific insight into the Company’s performance in the context of its specific business climate. The Industry Peer Group is comprised of publicly-listed companies that, like Century, receive a significant portion of their revenue from the production of primary aluminum. Given the commodity-based nature of Century’s business and exposure to market forces outside of management’s control, the Committee has intentionally selected companies for the Industry Peer Group whose results are similarly affected by the market price of primary aluminum.

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Compensation Discussion and Analysis

Although the Company’s peer group described above is an appropriate benchmark for executive compensation at other similarly sized companies, the peer group data does not always provide useful comparisons to other companies that might be experiencing similar business conditions. However, while companies included in the Industry Peer Group compete in the same markets and experience similar business conditions as the Company, they are all substantially larger than the Company in both revenue and market capitalization. To that end, and consistent with the Company’s pay-for-performance philosophy, the Committee primarily uses the Industry Peer Group (along with the Compensation Peer Group) to assess relative performance using TSR when awarding long-term incentive awards. However, the Industry Peer Group is not used to benchmark target pay opportunities.

In considering the 2024 Industry Peer Group, the Committee placed a priority on identifying companies that (i) compete in the same markets as the Company; (ii) offer similar products and services as the Company; or (iii) serve the same, or similar, industries and end users as the Company.

Based on the above criteria, the Committee chose the following companies to comprise the 2024 Industry Peer Group:

Role of the Chief Executive Officer

The Committee, comprised entirely of independent directors, annually (i) sets the target compensation of the Company’s CEO including each of the individual elements thereof, and (ii) evaluates the CEO’s performance in light of the specific goals and objectives established for the CEO. The Committee considers the recommendations of the Company’s CEO (other than with respect to his own compensation), together with input provided by its independent executive compensation consultant, in making its determinations regarding executive compensation.

The Company’s CEO attends all Committee meetings other than those portions that are held in executive session, and he is not present during voting or deliberations on matters involving his compensation in accordance with the Committee’s charter.

Additionally, the Committee’s charter formalizes the working relationship with our CEO and includes the following actions to be taken by the CEO:

Role of Compensation Committee Consultant

To assist in its review and oversight of the Company’s executive compensation program, the Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent executive compensation consultant and consulted with FW Cook regularly throughout the year. A representative of FW Cook attended meetings of the Committee and advised the Committee in connection with the design and implementation the Company’s executive compensation program for 2024, including with respect to compensation philosophy, objectives, annual and long-term incentive plan structuring and designs, optimal compensation mix and proposed allocations among fixed and variable, and long-term and short-term, compensation. FW Cook also provided market data to inform target pay decisions, reviewed and recommended the executive compensation benchmarking peer group and recommended how the Committee should position the Company’s compensation in relation to these peers. Interactions between FW Cook and management are generally limited to discussions on behalf of the Committee or as required to fulfill requests at the Committee’s direction. The Committee considers the information presented by FW Cook with respect to compensation matters, but all decisions regarding the compensation of our NEOs in 2024 were made by the Committee. During 2024, FW Cook did not provide any services to the Company other than the services provided directly to the Committee. Based on these factors, its own evaluation of FW Cook’s independence under applicable SEC and Nasdaq rules, and information provided by FW Cook, the Committee determined that the work performed by FW Cook did not raise any conflicts of interest, and that FW Cook was an independent consultant.

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Compensation Discussion and Analysis

Components of Executive Compensation

Our executive compensation program is made up of the following principal components. The Committee may, from time to time, provide additional elements of compensation other than as described below as special circumstances arise.

Base Salary

Base salary is the only principal component of NEO compensation whose value is fixed rather than variable. The Committee annually reviews the salaries of our NEOs against comparable positions from peer group and survey data to determine whether adjustments are appropriate. When setting or making adjustments to base salaries, the Committee considers Peer Group salary data, each executive’s responsibilities and performance against job expectations, experience and tenure as well as the impact of base salary on other compensation elements, such as the size of target incentive awards. The Committee’s review of these factors is subjective, and no fixed value or weight is assigned to any specific factor when making salary decisions. The Company does not have employment agreements with any of its executive officers, thereby affording the Committee year-to-year flexibility in base salary determinations. Annual adjustments are generally effective in March of each year, but the Committee may also review the salaries of our NEOs in connection with a promotion or other change in responsibility. The table below sets forth the annualized base salaries of each of our NEOs effective as of March 11, 2024, and the amount by which each NEO’s 2023 base salary was adjusted in 2024.

Salary adjustments for our NEOs, if any, are generally effective in March of each year or upon a change in position. The 2024 increase in base salary for each of our NEOs reflects ongoing adjustments that the Committee believed were necessary to better align each NEO’s compensation to peer benchmarking data. In determining these salary adjustments, the Committee was mindful of the fact that each NEO’s base salary was established below the peer group median when such individuals were newly established in their respective roles.

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Compensation Discussion and Analysis

Annual Incentive Program (AIP)

The Company’s Annual Incentive Plan (AIP) is designed to provide each NEO with the opportunity to earn an annual cash award for achieving the Company’s short-term financial, operational and individual objectives. The AIP places a significant percentage of each NEO’s annual cash compensation at risk and aligns the interests of executives and stockholders.

2024 AIP Design and Metrics

Each year, the Committee establishes a target annual incentive award for each NEO expressed as a percentage of base salary, subject to the achievement of pre-established corporate and individual goals, as described below. Payouts under the AIP can range from 0% to 200% of the target based on performance relative to pre-established performance metrics. If the threshold level is not achieved for any particular metric, no amount is paid for that metric. However, due in part to the nature of the Company’s business, including the substantial impact on the Company’s financial results of fluctuations in the price of aluminum as well as the price of certain critical raw materials over which management exercises no control, the Committee retains discretion to modify or eliminate any incentive awards if the Committee determines such actions are warranted. The increases in target AIP award opportunities were driven by changes in the peer group compensation data. The Committee believed these adjustments were appropriate to ensure that our executive compensation structure remained competitive and reflective of industry standards. For 2024, each NEO’s target annual incentive opportunity as a percentage of base salary was as follows:

When establishing the 2024 AIP design and metrics, the Committee reviewed the Company’s business plan, historical performance, management recommendations and feedback provided by the independent compensation consultant. In considering the design of the 2024 AIP, and in order to link management’s performance with compensation outcomes, the Committee included measures focused on operational excellence, capital efficiency and cost control, noting that these measures are all within management’s direct ability to influence. The Committee also continued to prioritize and include a safety component in the 2024 AIP design, as in prior years, to reinforce the Company’s culture of safety and employee wellness.

The Committee determined that the largest portion of the 2024 AIP design (70%) should focus on Company-wide financial, operational and safety metrics (“FOS Metrics”), with the balance to be determined by a mix of additional objectives and goals designed to gauge and evaluate each NEOs individual performance during 2024 (the “Individual Performance Criteria”).

The Individual Performance Criteria (which comprise 30% of the 2024 AIP) were developed to incentivize and reward each NEO’s execution of his specific goals and operational targets that are uniquely attributable to their respective executive functions. The specific Individual Performance Criteria are established at the beginning of each year and tailored specifically to each NEO based on his direct areas of responsibility. As with the FOS Metrics, the Individual Performance Criteria can range from 0% to 200% of target based on each NEO’s performance. At the end of each year, the Committee receives from the CEO an assessment of each NEO’s (other than the CEO) performance with respect to his Individual Performance Criteria, and a final determination of each NEO’s performance (including the CEO) is made by the Committee. We consider the specific goals established under the Individual Performance Criteria to be confidential, the disclosure of which is not material to an understanding of our 2024 executive compensation and would cause competitive harm to the Company. The Individual Performance Criteria established by the Committee for 2024 included goals and objectives tied to operational performance and other Company initiatives and strategies.

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Compensation Discussion and Analysis

The following table summarizes the FOS Metrics included in the 2024 AIP, the respective weightings for each metric and the Committee’s rationale for including such metric in the 2024 AIP design. In total, the FOS Metrics represent 70% of the 2024 AIP design. In early 2025, the Committee met to review the results of the 2024 FOS Metrics and Individual Performance Criteria, which were then combined to produce a Final 2024 AIP Performance Factor.

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

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Compensation Discussion and Analysis

The FOS Metrics, Individual Performance Criteria and their respective weightings, were communicated to the NEOs at the beginning of the performance period. Targets were set for each of the FOS Metrics and Individual Performance Criteria at levels that were designed to be reasonably achievable with strong management performance. Maximum performance levels were designed to be difficult to achieve in light of historical performance and the Company’s business forecast (including, among other things, consideration of market, economic and geopolitical factors) at the time the metrics were approved.

2024 AIP Performance Results

The following table summarizes the Company’s 2024 AIP results with respect to the Company’s FOS Metrics. The results of each performance measure are expressed as a payout factor based on the percentage of the target performance level. For the 2024 AIP, performance greater than threshold but less than target results in a payout factor range of 50% - 99% of the target opportunity, and performance at or greater than target results in a payout range of 100% up to a maximum of 200% of the target opportunity, in each case using straight line interpolation between the points. Below threshold performance for each metric results in a payout of 0% for such metric. In the aggregate, the FOS Metrics of the 2024 AIP were achieved at 106% of target reflecting strong Company performance and outstanding management execution.

*Due to the competitively sensitive nature of this measure, the threshold, target, maximum and result levels have all been indexed and reported as such.

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Compensation Discussion and Analysis

In early 2025, the Committee met to review each NEO’s Individual Performance Criteria including their specific contributions to the achievement of key strategic projects, and the Company’s overall performance during 2024. The Committee noted Management’s strong execution and focus on the financial and operational results above. In particular, the Committee noted the executive team’s successful completion of several highly strategic initiatives during 2024, including the (i) completion of award negotiations with the U.S. Department of Energy for up to $500 million in funding to support construction of a new aluminum smelter, (ii) completion and commissioning of the new Grundartangi casthouse, and (iii) integration of the Jamalco alumina refinery and completion of long-term alumina supply arrangements linked to the price of aluminum. Additionally, the Committee’s took into consideration each NEO’s strategic leadership ability and contributions to Company culture. Based on these results, the Committee assessed the results of the CEO’s Individual Performance Criteria to be 180% of target, and for each other NEO’s Individual Performance Criteria to be between 33% and 170% of target. The Committee determined that these outcomes were reflective of its pay-for performance philosophy, and in the best interest of the Company and its stockholders. When combined with the FOS Metric portion of the 2024 AIP, a Final 2024 AIP Performance Factor was calculated and the Committee approved the 2024 AIP payouts as indicated in the table below.

Long-Term Incentive Plan (LTIP)

The Company’s Long-Term Incentive Plan (LTIP) is designed to (i) align executive compensation with the interests of the Company’s stockholders by linking compensation to absolute and relative stock price performance and (ii) encourage retention over multi-year performance periods. Awards under our LTIP typically represent the single largest component of our executive compensation program thereby aligning a substantial portion of NEO compensation with long-term value creation for our stockholders.

2024-2026 LTIP Design

The 2024-2026 LTIP provides for two types of equity-based awards, each of which will cliff-vest in full (subject to satisfaction of certain performance criteria in the case of PSUs) at the end of a three-year vesting period that ends on December 31, 2026.

Time-vested stock units (TVSUs), weighted at 40% of the total LTIP award value for the CEO and 50% for our other NEOs, are time-vesting equity awards that cliff-vest in full three years from the date of grant, provided the NEO continues to be employed by the Company. The Committee believes that awarding a portion of the Company’s LTIP awards in the form of time-vested equity encourages retention and ensures that executives’ interests are aligned with those of the Company’s other stockholders towards long-term value creation.

Performance stock units (PSUs), weighted at 60% of the total LTIP award value for the CEO and 50% for our other NEOs, are performance-based awards that are earned based upon the Company’s TSR relative to the average TSR of the Industry Peer Group (discussed above) over an established performance period and which may be adjusted, up or down, by a Strategic Objective Multiplier (as discussed below) at the discretion of the Committee to reflect the Company’s performance against certain long-term strategic objectives. The Committee believes this structure properly aligns management with stockholder interests with respect to long-term relative share price performance and achievement of long-term strategic objectives.

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Compensation Discussion and Analysis

TSR is calculated by the Committee and is defined as the total return to stockholders (including increases in the value of the stock price, plus dividends) during the applicable performance period, including any dividends during such period being reinvested. Fifty percent (50%) of the 2024-2026 PSU payout is based on the Company’s relative TSR performance over a two-year period (2024-2025) and the remaining fifty percent (50%) of the payout is based on the Company’s relative TSR performance over the full three-year performance period (2024-2026). Subject to achieving at least a threshold level of relative TSR performance over either performance period, some or all of the PSUs will cliff-vest commensurate with the level of performance attained, provided the NEO continues to be employed by the Company.

Finally, the 2024-2026 LTIP design also includes a Strategic Objective Modifier which allows the Committee to adjust the final PSU performance level, up or down, by up to 30 percentage points at the discretion of the Committee to reflect the Company’s performance against certain long-term strategic objectives set by the Committee at or near the beginning of the performance period. The strategic objectives are designed to focus management on the long-term interests of the Company’s stockholders and include objectives addressing, among other things, securing critical long-term supply and sales arrangements, expansion into new businesses and markets, and effective execution of long-term capital improvement projects. The strategic objectives are reviewed on an annual basis by the Committee and may be adjusted from time to time at the discretion of the Committee to ensure they continue to reflect the Company’s long-term goals and priorities. We consider the specific strategic objectives included in the 2024-2026 LTIP to be confidential, the disclosure of which is not material to an understanding of our 2024 NEO compensation and would cause competitive harm to the Company.

The Committee established the following range of targets and achievement percentages with respect to each performance measurement period of the 2024-2026 PSUs (linear interpolation applies between threshold and target and between target and maximum performance levels):

Each year, the Committee meets and performs a qualitative review of each NEO’s performance together with a quantitative assessment of peer group and survey market data over the course of one or several meetings. During such review in 2024, the Committee established a target LTIP award for each NEO, expressed as a percentage of base salary, as described in the table below.

The increases in target LTIP award opportunities for each of our NEOs were driven by changes in the peer group compensation data. The Committee believed these adjustments were appropriate to ensure that our executive compensation structure remained competitive and reflective of industry standards. This increase also acknowledges that the initial target LTIP opportunity for all current NEOs was set conservatively, below the median of the peer group. Despite these adjustments, total 2024 target compensation for each of our NEOs remained below the peer group median, reinforcing the Committee’s commitment to maintaining a responsible compensation approach.

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Compensation Discussion and Analysis

The table below sets out the 2024-2026 LTIP grants for each NEO at the target performance level. The number of PSUs and TVSUs is determined by the Committee by dividing each NEO’s target LTIP opportunity (expressed as a dollar value) by the Company’s trailing 20-day average closing stock price as of the grant date. Although this approach results in a different number of PSUs and TVSUs granted than would otherwise be achieved by using the grant date fair value, the Committee believes this methodology is appropriate given the (i) significant historical volatility of the Company’s stock, and (ii) immaterial nature of the discrepancies over time between the two approaches.

2022-2024 LTIP Results

The 2022-2024 LTIP awards consisted of both TVSUs and PSUs. PSUs awarded under the 2022-2024 LTIP vested based on the Company’s TSR relative to the Industry Peer Group noted above, with fifty percent (50%) of the payout based on the Company’s relative TSR performance over a two-year period (2022-2023) and fifty percent (50%) of the payout based on relative TSR performance over a three-year period (2022-2024). The range of targets and achievement percentages with respect to TSR for the 2022-2024 PSUs was the same as was used for the 2024-2026 PSUs described above.

For the 2022-2024 performance period, the Company’s TSR performance for the two-year period (2022-2023) was 95.6% of the average TSR of the Industry Peer Group, which resulted in a 91.2% payout; and the Company’s TSR performance for the three-year period (2022-2024) was 163.8% of the average TSR of the Industry Peer Group, which resulted in a 200% payout. Furthermore, the Committee elected not to use its discretion to apply the Strategic Objective Modifier to adjust the payout of the 2022-2024 PSUs. As a result, the 2022-2024 PSUs vested at 145.6% of target, and were issued in the amounts set forth below:

(a) Mr. Bialek was not a participant in the 2022-2024 PSU award opportunity.

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Compensation Discussion and Analysis

The following line graph compares Century Aluminum Company’s cumulative TSR with the cumulative total return of the S&P 500 Index and that of our Industry Peer Group. These comparisons assume the investment of $100 on December 31, 2019, and the reinvestment of dividends.

CEO Transition Payments

In May 2021, in connection with his promotion to CEO, Mr. Gary received a one-time promotion award of $8,000,000, 25% of which was granted in the form of TVSUs and 75% of which was to be paid in cash. Each of the cash and TVSU portions of the award vested over a three-year period, as illustrated below, and was subject to Mr. Gary’s continued employment on the applicable vesting date. In providing this one-time award, the Committee sought to establish robust retention incentives given the importance of leadership continuity following the retirement of Century’s prior CEO. As the promotion award was determined and granted in 2021, the Committee did not consider the vesting or timing of the payments under the award in its assessment of Mr. Gary’s 2024 compensation.

Retirement Benefits

We maintain a 401(k) Plan for our U.S.-based employees, including our NEOs. The Century Aluminum 401(k) Plan is a tax-qualified retirement savings plan pursuant to which our U.S.-based employees are able to contribute a percentage, up to the limits prescribed by the Internal Revenue Service, of their annual compensation on a pre-tax basis. For our U.S.-based salaried employees, the Company also makes a matching contribution, the level of which is determined based on the employee’s eligibility to receive continued accruals in the Qualified Plan (as described below).

We also maintain a non-contributory defined benefit pension plan, which we refer to as our “Qualified Plan.” The Qualified Plan was amended in the fourth quarter of 2014 to eliminate future accruals for participants who were under age 50 as of January 1, 2015, and to close the plan to new participants. Employees who are not eligible for future accruals under the Qualified Plan receive an additional matching contribution under the Century Aluminum 401(k) Plan equal to 100% of such employee’s contributions up to 6% of eligible compensation and a discretionary non-elective contribution of either 3% or 6% of eligible compensation based on the employee’s hire date. Employees of the Company who were aged 50 or older as of January 1, 2015, continued to be eligible for

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Compensation Discussion and Analysis

accruals under the Qualified Plan and are not eligible for the higher matching contribution rate under the Century Aluminum 401(k) Plan. Mr. Gary and Mr. DeZee were each employed by the Company prior to January 1, 2015, and participate in the Qualified Plan, however, only Mr. DeZee is eligible for future accruals under the Qualified Plan. Although Mr. Gudlaugsson was also employed by the Company prior to January 1, 2015, he does not participate in the Qualified Plan as he accrues an Icelandic pension and is not eligible to receive 401(k) employer contributions.

In December 2015, the Committee approved and adopted a new nonqualified deferred compensation plan for certain members of management or highly compensated employees (the “Restoration Plan”). The Restoration Plan provides for Company contributions to eligible executives with respect to compensation above the limit provided under Section 401(a)(17) of the Code and is part of the Company’s shift away from a defined benefit retirement plan structure to a defined contribution retirement plan structure. Only Mr. Gary participates in the Restoration Plan and is entitled to contributions of 9% of eligible compensation.

In Iceland, Mr. Gudlaugsson participates in the Lifsverk Pension Fund, which allows for voluntary employer contributions similar to a U.S. 401(k) plan in addition to mandatory required contributions. In connection with Mr. Gudlaugsson’s employment, the Company has agreed to make contributions to the fund on his behalf.

These benefits are further described below under the captions “Post-Employment Compensation” and “Potential Payments and Benefits upon Termination or Change-in-Control.”

Severance and Change in Control Benefits

The Company provides certain severance and change in control protections to the Company’s NEOs based on competitive practice in the industry. We believe that providing the Company’s executives with specified benefits in the event of termination of employment under certain circumstances helps us to retain executives and maintain leadership stability. Furthermore, we believe the change in control protections serve to maximize stockholder value by creating incentives for NEOs to explore strategic transactions and work to bring such transactions to fruition if appropriate.

In furtherance of the foregoing, the Company adopted the Amended and Restated Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides severance benefits under certain termination circumstances (such as by the Company without cause or upon the death or disability of the executive) or in connection with a change in control of the Company. Severance benefits following a change in control are only provided on a “double trigger” basis, meaning that payment of the benefit is not awarded unless the executive’s employment is terminated by the Company without cause or by the executive upon certain enumerated changes in his or her employment terms within an agreed period following the change in control. We believe the double trigger vesting structure strikes a balance between the severance protection and retention effects described above, without providing these benefits to executives who continue to enjoy employment with an acquiring company in the event of a change in control transaction. We also believe this structure is more attractive to potential acquiring companies, who may place significant value on retaining members of our executive management and who may perceive this goal to be undermined if executives receive significant acceleration payments in connection with such a transaction and are no longer required to continue employment to earn these payments.

Provisions of these arrangements for the Company’s NEOs that relate to severance pay and termination benefits (including upon a change in control), including treatment of LTIP awards upon termination of service with the Company, are described in further detail below in the section entitled “Potential Payments and Benefits Upon Termination or Change-in-Control.”

Employment Agreements

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

Other Compensation Considerations and Policies

Stock Ownership Guidelines

We maintain stock ownership guidelines for our executives which are summarized in the table below. We adopted these guidelines to further align management’s interests with those of our stockholders. The guidelines are based on a fixed number of shares, which was established after giving consideration to the value of the fixed share amount as a percentage of salary. Shares underlying unvested TVSUs and PSUs, and unexercised stock options (whether vested or unvested), do not count towards meeting the guidelines. The guidelines of peers and, on a broader basis, industry practices were considered in developing this policy.

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Compensation Discussion and Analysis

These guidelines provide that officers should meet these minimum ownership levels within five years from the later of the date of hire or the effective date of the guidelines. Officers who are subsequently promoted to a higher category of participant level will have five years from the date of promotion to achieve their increased share guideline. The Committee is responsible for monitoring the application of our stock ownership guidelines and has discretion to waive or extend the time period in which officers should achieve minimum ownership levels. Each of our current NEOs is in compliance with these guidelines or is within the applicable grace period.

Company Policy Prohibiting “Short Sales,” Pledging and Hedging of Company Stock

The Company’s insider trading policy prohibits our officers, directors and all other employees from engaging in short sales in our common stock and requires that any Company shares purchased in the open be held for a minimum of six months. This Company policy also prohibits our officers, directors and all other employees from entering into “put” and “call” options (unless specifically authorized) or entering into any hedging transactions (including those involving prepaid variable forward contracts, equity swaps, collars and exchange funds). The Company’s insider trading policy also prohibits pledging the Company’s securities as collateral for a loan and holding Company securities in margin accounts.

Incentive Compensation Recoupment Policy

The Company maintains an Incentive Compensation Recoupment Policy pursuant to which executive officers may be required to forfeit or reimburse the Company for certain incentive-based compensation received in the event the Company is required to prepare an accounting restatement due to a material noncompliance with the financial reporting requirements under the securities laws. The Incentive Compensation Recoupment Policy is intended to comply with the requirements of the Nasdaq Stock Market and SEC rules and applies to incentive-based compensation that was received within three years preceding the date of an accounting restatement, subject to certain recovery conditions. In a recovery, the executive officer generally would be required to forfeit or reimburse the Company for amounts that exceed the amount that otherwise would have been received if the applicable incentive compensation had been determined based on the corrected, restated financial results. In addition, under this policy, if the Board or Compensation Committee determines that an employee engaged in any fraud or misconduct that was a contributing factor to the Company having to effect an accounting restatement, the Board or the Compensation Committee has the discretion to take such actions to remedy the misconduct, including, to the extent permitted by applicable law, in all appropriate cases, requiring reimbursement of any bonus or incentive compensation, cancelling restricted or deferred stock awards and outstanding stock options, and seeking reimbursement of any gains realized on the exercise of stock options attributable to such awards, if and to the extent that (a) the amount of incentive compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement; and (b) the amount of the bonus or incentive compensation that would have been awarded to the employee had the financial results been properly reported would have been lower than the amount actually awarded.

Timing of Equity Awards

Generally, the Committee makes incentive pay decisions for our NEOs at regularly scheduled Committee and Board meetings the dates of which are typically predetermined one year in advance. Annual equity incentive awards are scheduled such that they are granted on January 1st of each year. In addition to the regular-cycle equity grants, the Committee may also make “off-cycle” grants of PSUs, RSUs or other equity awards at other times of the year, in connection with an employee’s hire, promotion, or for other reasons.

The Committee’s equity award granting practices prohibit timing or selecting grant dates of any stock options or stock-based awards in coordination with the release of material non-public information, which includes grant dates of equity awards for our executive officers and employees. The Committee historically has not used stock options or SARs as part of the Company’s executive compensation program; however, to the extent granted in the future, the exercise price of any stock options (or base price of any SARs) granted must equal the fair value of our common stock on the grant date. The Committee does not take into account material non-public information in order to enhance the value of an award when determining the timing or terms of any equity awards, nor does the Company time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During the year ended December 31, 2024, the Company did not grant any stock options or SARs.

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Compensation Discussion and Analysis

Income Tax Consequences

Under Section 162(m) of the Code compensation paid to our covered executive officers (including performance-based compensation) in excess of $1 million is not deductible unless the compensation qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Historically, however, the deductibility of executive compensation has not been a significant goal or consideration in structuring the Company’s executive compensation programs.

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, TVSUs (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.

Compensation Committee Report

We, the Compensation Committee of the Board of Century Aluminum Company, have reviewed and discussed the Compensation Discussion and Analysis set forth in this proxy statement with the Company’s management and based on such review and discussions, the Compensation Committee recommended to the Company’s Board that the Compensation Discussion and Analysis be included in Century’s 2024 Annual Report on Form 10-K and Century’s 2025 Proxy Statement.

The Compensation Committee

Jarl Berntzen (Chair)                        Jennifer Bush                       Errol Glasser                        Andrew Michelmore                        Tamla Olivier       

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Compensation Tables

Compensation Tables

Summary Compensation Table

The following table sets forth the compensation of our NEOs for the years ended December 31, 2024, 2023 and 2022.

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Compensation Tables

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Compensation Tables

Grants of Plan Based Awards

The following table sets forth information regarding the long-term incentive awards granted to our NEOs in 2024.

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Compensation Tables

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, 2024.

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Compensation Tables

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 TVSUs during 2024 for each of our NEOs.

Post-Employment Compensation

Pension Benefits

As discussed in the Compensation Discussion and Analysis section under the heading “Retirement Benefits,” we maintain a non-contributory defined benefit pension plan which we refer to as our Qualified Plan for our U.S.-based salaried employees who were employed prior to January 1, 2015, and who meet certain additional eligibility requirements, including at least one full year of service with the Company. Although closed to new participants, the Qualified Plan provides to its participants lifetime annual benefits starting at age 62 equal to 12 multiplied by the greater of: (i) 1.5% of final average monthly compensation multiplied by years of credited service (up to 40 years), or (ii) $32.25 multiplied by years of credited service (up to 40 years), less the total monthly vested benefit payable as a life annuity at age 62 under predecessor plans which we acquired. We determine final average monthly compensation under the Qualified Plan as the highest monthly average for 36 consecutive months in the 120-month period ending on the last day of the calendar month completed at or prior to a termination of service. Participants’ pension rights vest after a five-year period of service, or earlier if the participant has reached the age of 62. An early retirement benefit (actuarially reduced beginning as early as age 55) and a disability benefit are also available. The compensation covered by the plan includes all compensation, subject to certain exclusions, before any reduction for 401(k) contributions, subject to the maximum limits under the Code.

The Qualified Plan was amended in the fourth quarter of 2014 to eliminate future accruals for participants who were under age 50 as of January 1, 2015, and to close the plan to new participants. Employees who are not eligible for future accruals under the Qualified Plan receive an additional matching contribution under the Century Aluminum 401(k) Plan equal to 100% of such employee’s contributions up to 6% of eligible compensation and a discretionary non-elective contribution of either 3% or 6% of eligible compensation based on the employee’s hire date. Employees of the Company who were aged 50 or older as of January 1, 2015, continued to be eligible for accruals under the Qualified Plan and are not eligible for the higher matching contribution rate under the Century Aluminum 401(k) Plan. Mr. Gary and Mr. DeZee were each employed by the Company prior to January 1, 2015, and participate in the Qualified Plan, however, only Mr. DeZee is eligible for future accruals under the Qualified Plan. Although Mr. Gudlaugsson was also employed by the Company prior to January 1, 2015, he does not participate in the Qualified Plan as he accrues an Icelandic pension and is not eligible to receive 401(k) employer contributions,

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Compensation Tables

Deferred Compensation

As discussed above under the heading “Retirement Benefits,” in 2015 we adopted the Restoration Plan which is a non-tax-qualified deferred compensation plan designed to provide a benefit based on a notional benefit account balance, accumulated from initial and annual contribution credits and deemed investment earnings. The Restoration Plan provides for Company contributions to eligible executives with respect to compensation above the limit provided under Section 401(a)(17) of the Code. Of our NEOs, only Mr. Gary is a participant in the Restoration Plan and entitled to contributions of 9% of eligible compensation.

Potential Payments and Benefits upon Termination or Change-in-Control

Estimated Payments Upon Termination Due to Death, Disability or Retirement

In the event of termination due to death, disability or retirement after age 62 and for other reasons as approved by the Committee, a named executive officer would be entitled to a pro-rata portion of his or her earned AIP award for the year of termination. In addition, upon any such termination such executive’s then-outstanding LTIP awards would vest pro-rata based on the number of days of the plan period which have passed prior to termination, or in such greater amount as may be determined by the Committee in its discretion. The named executive officer’s pro-rata portion of his or her PSUs would be paid out after the end of the applicable performance period(s) on determination by the Committee of the extent to which the applicable performance measures have been achieved, except in the case of termination due to death, in which case the pro-rated award would be earned assuming a target level of performance and paid as soon as possible following such termination.

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

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.

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Compensation Tables

Upon termination of employment during a Change in Control Protection Period (defined below), such named executive officer would be entitled to receive termination payments equal to: (i) 1.0x, 1.5x, or 2.0x (for a Tier 3, Tier 2, or Tier 1 participant, respectively) the sum of (y) the executive’s base salary as of the date of termination (or, if greater, the executive’s base salary for the year immediately preceding the Change in Control) and (z) the executive’s target annual incentive award for the year of termination (or, if greater, for the year immediately preceding the Change in Control); and (ii) a pro-rata portion of the executive’s target annual incentive award for the year of termination (or, if greater, for the year immediately preceding the Change in Control). Upon termination of employment during a Change in Control Protection Period, the executive would also be entitled to receive all of his or her outstanding LTIP awards paid out at target. The Executive Severance Plan defines a Change in Control Protection Period as the 6 months preceding and the 24 months following the date of any “change in control” of the Company (as defined in the Executive Severance Plan). Mr. Gary became a Tier 1 participant in the Executive Severance Plan effective July 1, 2021. All of the Company’s other NEOs who were executive officers as of December 31, 2023, have been approved by the Committee as Tier 2 participants in the Executive Severance Plan, with the exception of Mr. Aboud who is a Tier 3 Participant in the Executive Severance Plan.

Estimated Payments Upon Termination for Other Reasons

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.

Additional Retirement Benefits

In the event of termination of employment for any reason, such named executive officer would be entitled to receive his or her accrued benefits under the Qualified Plan, the Restoration Plan and the SERP. These benefits are further described above under the captions “Retirement Benefits” and “Post-Employment Compensation.”

409A and Other Tax Considerations

Any amounts payable to each officer by reason of his or her termination of employment that are determined to constitute payments of “nonqualified deferred compensation,” as that term is used for purposes of Section 409A of the Code, shall be payable, together with interest thereon, on the first business day after the expiration of six months from his or her termination of employment. The Code imposes certain excise taxes on, and limits the deductibility of, certain compensatory payments made by a corporation to or for the benefit of certain individuals if such payments are contingent upon certain changes in the ownership or effective control of the corporation or the ownership of a substantial portion of the assets of the corporation, provided that such payments to the individual have an aggregate present value in excess of three times the individual’s annualized includible compensation for the base period, as defined in the Code. Pursuant to the terms of the Executive Severance Plan, certain payments may be subject to reduction if such payments result in the imposition of an excise tax. The amounts set forth in the “Potential Payments and Benefits upon Termination or Change-in-Control” table below exclude the effects of any excise tax reduction.

Estimated Payments Tables

The following tables set forth the amount of compensation payable to each of our current named executive officers upon termination in connection with a change of control or qualifying acquisition, involuntary termination for cause, involuntary termination not-for-cause, death, disability, retirement (assuming each officer is retirement eligible) and voluntary resignation. The amounts shown assume a termination effective date of December 31, 2024. Actual payable amounts can only be determined at the time of termination.

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Compensation Tables

Potential Payments and Benefits upon Termination or Change-in-Control