Century Aluminum Proxy: Annual Meeting & Executive Pay Vote

TL;DR

CENX proxy out for June 3rd meeting - vote on directors & exec pay.

AI Summary

Century Aluminum Company (CENX) is holding its 2024 Annual Meeting of Stockholders on June 3, 2024. The proxy statement details proposals including the election of directors and an advisory vote on executive compensation. The company is seeking shareholder approval for various corporate actions and governance matters.

Why It Matters

This filing is important for shareholders as it outlines key decisions to be made at the annual meeting, including director elections and advisory votes on executive compensation, which directly impact the company's governance and leadership.

Risk Assessment

Risk Level: low — This is a standard proxy filing for an annual meeting, outlining routine corporate governance matters.

Key Players & Entities

• CENTURY ALUMINUM CO (company) — Registrant
• 0001104659-24-065362.txt (document) — Filing document identifier
• June 3, 2024 (date) — Annual Meeting Date
• Proposal 3 (proposal) — Advisory Vote on Executive Compensation

FAQ

Key Financial Figures

• $59.3 million — prior year levels. · Realized $59.3 million improvement to operating results due to
• $49 million — redit. · Reduced total debt by $49 million. · Completed the strategic acq
• $7.0M — ket median for Century’s CEO from $7.0M last year to $5.7M this year, a 17.4% d
• $5.7M — ury’s CEO from $7.0M last year to $5.7M this year, a 17.4% decrease. This chang
• $4.2M — excluding one-time promotion awards) of $4.2M for 2021 was well below the market medi
• $4.8M — get total compensation was increased to $4.8M (after 18 months in the role) which rem

Filing Documents

• tm2415647d1_defa14a.htm (DEFA14A) — 31KB
• tm2415647d1_defe14aimg001.jpg (GRAPHIC) — 7KB
• tm2415647d1_defe14aimg002.jpg (GRAPHIC) — 44KB
• 0001104659-24-065362.txt ( ) — 103KB

From the Filing

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to § 240.14a-12 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) CENTURY ALUMINUM COMPANY (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. May 28, 2024 RE: Century Aluminum Company (“Century” or the “Company”) 2024 Annual Meeting of Stockholders – June 3, 2024 Proposal 3 – Advisory Vote to Approve the Compensation of Our Named Executive Officers Dear Fellow Stockholders: We are providing this supplement to ask that, in accordance with the recommendations of our Board of Directors, you vote “FOR” Item 3 – Advisory Vote to Approve the Compensation of Our Named Executive Officers (referred to as the “Say-on-Pay Proposal”) as set out in our 2024 Proxy Statement. The proxy advisory firm Glass Lewis recommended that its clients vote “FOR” the Say-on-Pay Proposal and noted that Century’s overall NEO compensation measured below the median of our peers on a three-year weighted average basis. Glass Lewis also observed that the below-target payouts for the most recently completed performance share unit (“PSU”) cycle indicates that the NEOs are being held accountable for long-term Company performance, and that this is further supported by the alignment of CEO realized pay and TSR performance on a five-year average basis. Institutional Shareholder Services (“ISS”) recommended that its clients vote against our Say-on-Pay Proposal. However, their recommendation appears to be based largely on (i) a significant change in ISS’ peer group that lowered their assessment of median CEO pay by over 17% from their assessment last year and (ii) incorrect interpretations of elements of our compensation program that were present in previous years and received strong stockholder support. ISS made their recommendation despite noting that Century’s (i) annual incentive awards are based on pre-set quantitative metrics, (ii) long-term incentive (“LTI”) awards remain at least half performance-based for all NEOs, and (iii) recently completed PSUs for the 2021-2023 performance period vested below target in line with performance. We respond to ISS’ concerns at the end of this letter. For the reasons described below and in the Compensation Discussion and Analysis of the Proxy Statement, Century’s Board of Directors unanimously recommends that you vote “FOR” the Say-on-Pay Proposal . 2023 Financial and Operational Performance was Strong Century delivered strong financial and operational results in 2023, and compensation decisions and incentive program outcomes for 2023 were directly linked to that performance. Key performance highlights for 2023 noted in our 2024 Proxy Statement include: · Reduced workplace injuries by 20% compared to prior year levels. · Realized $59.3 million improvement to operating results due to Section 45X Advanced Manufacturing Credit. · Reduced total debt by $49 million. · Completed the strategic acquisition of a 55% stake in the Jamalco alumina refinery. · Reached agreement on a new, three-year power contract for our Mt. Holly smelter. · Agreed to a new, five-year collective bargaining agreement with the United Steelworkers. · Continued progress on our low-carbon billet casthouse at Grundartangi, which began production in 2024. Realized Pay Demonstrates Alignment of Pay with Performance The executive compensation program at Century is structured to align the interests of executives and stockholders. Our strong pay-for-performance alignment is illustrated by the graph below, which compares the CEO’s total realized compensation for fiscal years 2019 – 2023 with Century’s TSR as measured on the last day of each fiscal year. Total realized compensation includes (i) base salary paid during the fiscal year, (ii) annual cash incentive award amounts earned for the fiscal year, (iii) other cash bonus compensation (other than CEO Promotion Bonus), and (iv) the value of long-term incentive awards vested during the fiscal year, measured as of the end of the fiscal year. The Compensation Committee annually reviews the Company’s incentive pro

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View this DEFA14A filing on SEC EDGAR