CENTURY ALUMINUM COMPANY Dear Fellow Shareholders,
This past year presented Century with many new opportunities and challenges, both strategic and commercial, and your company emerged stronger for it. While aluminum prices fell during the year as higher global interest rates impacted commercial and industrial demand, energy markets returned to normal levels and other input costs began to abate. Century completed its long-held ambition to integrate our bauxite and alumina supply through the Jamalco acquisition in May, and received a significant vote of confidence and long- term support from Congress and the Biden administration in the form of the Section 45X production tax credits. All told, Century enters 2024 well positioned to deliver on our long-term goal of providing innovative aluminum products to our customers through reliable supply chains.
We are particularly proud of the progress we made in 2023 on our most important responsibility, which is to provide a safe and sustainable workplace for our people and the communities in which we operate. Safety performance across our plants improved in 2023 and our teams made significant progress adopting new systems that we hope will drive additional improvements in 2024. We were also excited to publish our new Sustainability Vision in 2023 and have had excellent discussions with many of you reflecting these goals.
On a macro level, global aluminum supply and demand was broadly balanced last year. New supply continued to be limited due to China's adherence to its capacity cap and additional Western smelter curtailments. Broad trends in lightweighting, electrification, and renewable energy drove strong Chinese demand growth in 2023, while Western demand remained muted given continued customer destocking and rising interest rates. We expect demand growth to accelerate in 2024, both in China and the West, as global monetary policy is relaxed.
Our team made considerable progress on several long-term initiatives last year, including our strategic acquisition of a 55% stake in the Jamalco alumina refinery and bauxite mines located in Clarendon, Jamaica. We are very excited to add Jamalco to the Century team and secure a captive supply of high-quality alumina and bauxite for our smelters, resulting in a more balanced operational footprint and meaningful opportunity for long-term value creation for all our stakeholders. We also concluded a new three-year power contract for Mt. Holly that should enable us to continue to invest in this excellent smelter and its employees for years to come. At Sebree, we reached a new, five-year collective bargaining agreement with the United Steelworkers enhancing opportunities for our employees while simultaneously strengthening Sebree's position in the highly competitive aluminum market. In Iceland, we neared completion of our new 150,000 tonne low-carbon billet casthouse, which will begin selling Natur-AlTM billet into the European market in 2024.
Finally, we are grateful to Congress and the Biden Administration for recognizing the vital importance of a strong domestic primary aluminum industry to U.S. national security through the production tax credits of Section 45X of the Inflation Reduction Act. In December, new proposed regulations issued by the Treasury Department confirmed the application of Section 45X to U.S. production of primary aluminum and clarified eligible costs that qualify for the 10% tax credit, resulting in a full-year 2023 adjusted EBITDA benefit of $59 million for Century. Importantly, the language of the IRA and the proposed Treasury regulations made clear that the production tax credit for critical minerals like primary aluminum does not phase out. Overall, the production tax credits provided by Section 45X will help to underpin further investment in our industry, strengthen domestic supply chains and ensure that the U.S. industry will be able to meet U.S. needs for this vital metal. Century is proud to do its part towards accelerating the green energy transition and positioning the U.S. as a global leader in advanced manufacturing.
We want to thank our entire Century team for their hard work and commitment to Century. We remain focused on delivering long-term value to our shareholders and look forward to continued success in the years ahead.
Andrew Michelmore | Jesse Gary |
Chairman of the Board | President and Chief Executive Officer |
Century Aluminum Company
1 South Wacker Drive
Suite 1000
Chicago, Illinois 60606
Notice of Annual Meeting
of Stockholders
To the Stockholders of Century Aluminum Company:
We cordially invite you to attend our 2024 Annual Meeting of Stockholders. The meeting this year will be held on Monday, June 3, 2024, at 8:30 a.m., Central Time, at Hyatt Place Chicago/Downtown - The Loop, 28 North Franklin Street, Chicago, Illinois 60606. At the meeting, we will hold votes to:
- Elect as Directors, the seven nominees named in this Proxy Statement, each for a term of one year
- Ratify Deloitte & Touche LLP as our independent registered public accounting firm for 2024
- Approve by non-binding advisory vote, the compensation of our named executive officers
- Address any other business that properly comes before the meeting
All holders of our common stock as of the close of business on April 8, 2024, 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 67.
Chicago, Illinois | By Order of the Board of Directors, |
April 18, 2024 |
John DeZee
Executive Vice President, General Counsel and Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on Monday, June 3, 2024: Our Proxy Statement and 2023 Annual Report are available free of charge on our website at www.centuryaluminum.com or www.proxyvote.com.
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.
Table of
Contents
Page | |
Cautionary Statement Regarding Forward-Looking Statements | |
Incorporation by Reference | |
Notice of Availability of Proxy Materials | 1 |
2024 Annual Meeting Details | 1 |
Voting Proposals and Board Vote Recommendations | 2 |
Ways to Vote | 2 |
Board Nominees | 2 |
2023 Performance Highlights | 3 |
Corporate Governance Snapshot | 3 |
2023 Executive Compensation Summary | 4 |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
Proposal No. 1 Election of Directors | 6 |
2024 Director Nominees | 7 |
Board Composition, Skills and Diversity | 11 |
Corporate Governance | 13 |
Board Leadership and Independent Chairman | 13 |
Director Independence | 13 |
Board Committees and Meeting Attendance | 13 |
Audit Committee | 14 |
Compensation Committee | 15 |
Governance and Nominating Committee | 16 |
Health, Safety and Sustainability Committee | 16 |
Board Oversight of Risk Management | 17 |
Corporate Governance Guidelines and Code of Ethics | 18 |
Related Party Transaction Policy | 18 |
-i-
Page | |
Health, Safety and Sustainability | 18 |
2023 Shareholder Engagement | 19 |
2023 Non-Employee Director Compensation | 19 |
Non-Employee Director Stock Ownership Guidelines | 21 |
Stockholder Communications with the Board of Directors | 21 |
INDEPENDENT AUDITORS | |
Proposal No. 2 Ratification of the Appointment of Independent Registered Public Accounting Firm | 23 |
Summary of Fees Paid to Independent Auditor | 23 |
Audit Committee Report | 25 |
EXECUTIVE COMPENSATION | |
Proposal No. 3 Advisory Vote to Approve the Compensation of Our Named Executive Officers | 27 |
Compensation Discussion and Analysis | 28 |
Our Philosophy on Executive Compensation and Overview of 2022 NEO Compensation | 29 |
Compensation Program Structure | 30 |
Consideration of "Say-on-Pay" Results | 31 |
Our Process for Executive Compensation | 31 |
The Compensation Committee | 31 |
Compensation Considerations | 32 |
Benchmarking Executive Compensation | 32 |
Role of the Chief Executive Officer | 33 |
Role of Compensation Committee Consultants | 33 |
Components of Executive Compensation | 34 |
Base Salary | 34 |
Annual Incentive Program | 35 |
Long-Term Incentive Plan | 38 |
CEO Transition Payments | 41 |
Retirement Benefits | 41 |
Severance and Change in Control Benefits | 42 |
Employment Agreements | 42 |
Other Compensation Considerations and Policies | 43 |
Stock Ownership Guidelines | 43 |
Company Policy Prohibiting "Short Sales," Pledging and Hedging of Company Stock | 43 |
Incentive Compensation Recoupment Policy | 43 |
-ii-
Page | |
Timing of Equity Awards | 44 |
Income Tax Consequences | 44 |
Compensation Risk Assessment | 44 |
Compensation Committee Report | 45 |
Compensation Tables | 46 |
Summary Compensation Table | 46 |
Grants of Plan-Based Awards | 47 |
Outstanding Equity Awards at Fiscal Year-end | 48 |
Option Exercises and Stock Vested | 49 |
Post-Employment Compensation | 49 |
Potential Payments and Benefits upon Termination or Change-in-Control | 50 |
CEO Pay Ratio Disclosure | 55 |
Pay vs. Performance | 56 |
OTHER IMPORTANT MATTERS | |
Stock Ownership of Certain Beneficial Owners | 61 |
Stock Ownership of Directors and Executive Officers | 62 |
Delinquent Section 16(a) Reports | 62 |
Transactions with Related Parties in 2023 | 63 |
Matters Raised at the 2024 Annual Meeting Not Included in This Statement | 64 |
Stockholder Proposals and Director Nominations for the 2025 Annual Meeting | 64 |
Non-GAAP Financial Measures | 65 |
Questions & Answers | 66 |
-iii-
For the 2024 Annual Meeting
Proxy Statement
Summary
Our Board is soliciting proxies for the 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") of Century Aluminum Company ("Century" or the "Company"). This proxy statement contains information about the items you will vote on at the 2024 Annual Meeting. Further information and instructions on how to vote online, or in the alternative, request a paper copy of these proxy materials and a proxy card, will be as set forth in the Notice of Internet Availability of Proxy Materials ("Notice") as described below.
Notice of Availability of Proxy Materials
We are pleased to take advantage of the Securities and Exchange Commission ("SEC"') rules that permit public companies to furnish proxy materials to stockholders over the Internet. On or about April 19, 2024, we will begin mailing the Notice and making available to stockholders these proxy materials and the proxy card. The Notice contains instructions on how to vote online, or in the alternative, request a paper copy of the proxy materials and a proxy card. By furnishing a Notice and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of the 2024 Annual Meeting. If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request such materials by following the instructions contained on the Notice. Your vote is important no matter the extent of your holdings.
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding Century Aluminum Company's 2023 performance, please review our 2023 Annual Report filed on Form 10-K with the Securities and Exchange Commission and any amendments thereto. References to "Century," "the Company", "we", "us" or "our" refer to Century Aluminum Company.
2024 Annual Meeting Details
Time and Date: | Place: | Voting: |
8:30 a.m. Central Time, | Hyatt Place Chicago/Downtown - | Only holders of our common |
Monday, June 3, 2024 | The Loop, 28 North Franklin | stock as of the record date (April |
Street, Chicago, Illinois 60606 | 8, 2024) are entitled to vote. |
Admission:
An admission ticket is required to enter Century's 2024 Annual Meeting of Stockholders. See instructions on page 66.
Century Aluminum | 2024 Proxy Statement | 1 |
Proxy Summary | |
Voting Proposals and Board Vote Recommendations | |
Voting Proposals | Board Recommendation Page Reference |
- Item 1 - Election of the Seven Directors Named in this Proxy Statement to Serve a One- Year Term
- Item 2 - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2024
- Item 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers
FOR each | 6 |
Director Nominee | |
FOR | 23 |
FOR | 27 |
Ways to Vote
Internet: | Mobile Device: | Mail: | In Person: |
The website for voting prior | If you are located in the United | To vote by mail, mark, sign and | If you are the stockholder |
to the 2024 Annual Meeting | States or Canada, you can vote | date your proxy card and return it | of record, or hold a valid proxy |
ishttp://www.ProxyVote.com | your shares by calling | in the postage-paid envelope | from a stockholder of record, you |
1-800-690-6903. | provided. | may vote by attending the 2024 | |
Annual Meeting in person. | |||
Board Nominees
The following table provides summary information about each director nominee standing for election at the 2024 Annual Meeting, the Board Committees on which such director currently serves, if any, and the number of other public company boards they serve on.
Director | Other Public | |||||||
Name | Age | Since | Independent | AC | CC | G&NC | HSSC | Company Boards |
Andrew Michelmore (Chairman) | 71 | 2018 | Yes |
Jarl Berntzen | 57 | 2006 | Yes |
Jennifer Bush | 50 | 2021 | Yes |
Jesse Gary | 44 | 2021 | No |
Errol Glasser | 70 | 2014 | Yes |
• | - |
• -
• | Cummins India, Ltd. | |||
- | - | - | - | |
• | Regency Affiliates, | |||
Inc. | ||||
Wilhelm van Jaarsveld | 39 | 2017 | No | - | - | - | - | - | ||
Tamla Olivier | 51 | 2023 | Yes | - | ||||||
AC Audit Committee CC | Compensation Committee G&NC | Governance & Nominating Committee | HSSC Health, Safety & Sustainability Committee | |||||||
• Committee Chair | Committee Member |
2 | Century Aluminum | 2024 Proxy Statement |
Proxy Summary | |||
2023 Performance Highlights | |||
$49 million | $105 million | $120 million | $312 million |
Reduced total debt by $49 million
Net cash provided by operating | Produced $120 million of | Strong year-end liquidity of $312 |
activities | Adjusted EBITDA* | million |
* Adjusted EBITDA is a non-GAAP measure, and a reconciliation to the most directly comparable GAAP measure is included on page 65.
While 2023 presented a complex macro environment, the global aluminum market continues to benefit from positive, long-term trends towards lightweighting, electrification, and renewable energy. At the same time, supply remains constrained, especially in our core markets in the US and Europe, where our growing value-added product portfolio will allow us to meet the increasing need for these products. We are well positioned and excited to execute on these opportunities in 2024.
The following are key performance highlights for 2023:
- Reduced workplace injuries by 20% compared to prior year levels.
- 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 at our Sebree smelter.
- Continued progress on our low-carbon billet casthouse at Grundartangi, which is expected to begin production in 2024.
Corporate Governance Snapshot
Century is committed to strong corporate governance practices, which we believe 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."
- Independent Board Chairman
- Regular meetings of the Independent Directors
- Fully independent Audit, Compensation and Governance & Nominating Committees
- 97.8% director attendance at Board meetings in 2023 by all directors
- 100% director attendance at Committee meetings in 2023
- Commitment to and emphasis on board diversity, including through the inclusion of the "Rooney Rule" in nominating process
- Annual elections for all directors
- Annual Board and Committee self-evaluations
- Proactive shareholder outreach with regular board updates
- Stock ownership guidelines that apply to all executive officers and directors
- Policies prohibiting short sales, hedging, margin accounts and pledging of Century stock by employees, directors and officers
Century Aluminum | 2024 Proxy Statement | 3 |
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Disclaimer
Century Aluminum Company published this content on 18 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2024 03:01:07 UTC.
