Document

DEF 14A 1 a2020proxystatement.htm DEF 14A - 2021 PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 (Amendment No. )


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o	Preliminary Proxy Statement	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to § 240.14a-12


CENTURY ALUMINUM COMPANY
(Name of Registrant as Specified in its Charter)

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


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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 14, 2021

___________

To the Stockholders of Century Aluminum Company:

We cordially invite you to attend our 2021 Annual Meeting of Stockholders. The meeting this year will be held on Monday, June 14, 2021, at 3:00 p.m. Central Time. This year, in light of the ongoing public health concerns regarding the COVID-19 pandemic and for the health and well-being of our stockholders, directors, management and employees, the Annual Meeting will be held online in a virtual format. There will not be an option to attend the meeting in person. The virtual meeting will allow for greater participation by all of our stockholders, regardless of their geographic location, improve the meeting efficiency and our ability to communicate effectively with our stockholders. You may attend the Annual Meeting online at the following website address: www.virtualshareholdermeeting.com/CENX2021 and by entering the 16-digit control number included on your Notice of Internet Availability, your proxy card or in the instructions that accompanied your proxy materials. You will be able to submit questions and vote electronically during the live webcast. At the meeting, we will:


1.			Hold a vote to elect each of Jarl Berntzen, Michael Bless, Errol Glasser, Wilhelm van Jaarsveld and Andrew Michelmore to our Board of Directors for a one-year term;
2.			Hold a vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
3.			Hold an advisory vote to approve the compensation of our named executive officers; and
4.			Transact any other business that may properly come before the meeting or at any adjournments or postponements of the meeting.

All holders of our common stock as of the close of business on April 16, 2021 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 virtual 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 7.


By Order of the Board of Directors,

Jesse E. Gary
Executive Vice President, Chief Operating Officer, General Counsel and Secretary

Chicago, Illinois

April 22, 2021

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to be held on Monday, June 14, 2021: Our Proxy Statement and 2020 Annual Report are available free of charge on our website at www.centuryaluminum.com or www.proxyvote.com.

TABLE OF CONTENTS


			Page
202 1 PROXY STATEMENT SUMMARY			1
PROXY STATEMENT			6
Notice of Availability of Proxy Materials			6
Question s and Answers			6
PROPOSAL NO. 1: ELECTION OF DIRECTORS			10
Director Nominees			11
Non-Employee Director Compensation Program			12
Director Fees			13
20 20 Director Compensation			13
Non-Employee Director Stock Ownership Guidelines			14
CORPORATE GOVERNANCE			15
Board Information			15
Board Leadership and Independent Chairman			15
Director Independence			15
Board Compo sition and Diversity			15
Board Committees and Meeting Attendance			16
Audit Committee			16
Compensation Committee			17
Compensation Committee Interlocks and Insider Participation			17
Governance and Nominating Committee			18
Health, Safety and Sustainability Committee			18
Board Oversight of Risk Management			18
Corporate Governance Guidelines and Code of Ethics			19
Related Party Transaction Policy			19
Corporate, Environmental and Social Responsibility			19
Stockholder Communications with Board of Directors			20
OW NER SHIP OF CENTURY COMMON STOCK			20
Stock Ownership of Certain Beneficial Owners			20
Stock Ownership of Directors and Named Executive Officers			21
Delinquent Section 16(a) R e ports			23
EXECUTIVE OFFICERS			24
PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT, REGISTERED PUBLIC ACCOUNTING FIRM			25
Audit Committee Report			26
PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			27
EXECUTIVE COMPENSATION			28
Compensation Discussion and Analysis			28








Compensation Committee Report			42
Compensation Tables			43

20 20 Pay Ratio Disclosure			56
Transactions with Related Parties in 2020			57
Other Matters			58
Stockholder Proposals			58


Voting Proposals			Board Vote Recommendation
Item 1 - Election of Five Directors to Serve a One-Year Term Expiring 2022			FOR each Director Nominee
Item 2 - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2021			FOR
Item 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers			FOR


Name	Age	Director Since	Independent	Other Public Company Boards	Committee Memberships
Andrew Michelmore (Chairman)	68	2018	Yes	0	Audit, Comp, G&N, HSS
Jarl Berntzen	54	2006	Yes	0	Audit, Comp, G&N, HSS
Errol Glasser	67	2014	Yes	0	Audit, Comp, G&N, HSS
Wilhelm van Jaarsveld	36	2017	No	0
Michael Bless (a)	55	2012	No	2	HSS
(a) As of the date of this Proxy Statement, Mr. Bless serves on two other public company boards; however he is not standing for re-election at Simpson Manufacturing Co., Inc. in 2021 and therefore at the time of Century's 2021 Annual Meeting, he is expected to be a member of only one other public company board.


What We Do		What We Don't Do
●	We pay for performance with 81% of target total direct compensation for our CEO "at risk"	●	We do not have employment agreements with our officers, all of whom are at-will employees
●	We consider an appropriate peer group to establish compensation and generally target executive compensation at or near the midpoint of our peers	●	We do not allow executives to profit from short-term speculative swings in Company stock or engage in hedging or pledging of Company stock
●	We maintain robust Company stock ownership guidelines for our executive officers and directors	●	We do not allow for repricing of underwater stock options (including cash-outs)
●	We have double-trigger equity vesting in the event of a change-in-control	●	We do not pay dividend equivalents on unvested restricted share units
●	We have adopted clawback policies for our executive incentive compensation	●	We do not provide excise tax gross ups
●	Our Compensation Committee retains an independent executive compensation consultant


●			delivering a written notice of revocation or later-dated proxy to our Secretary at or before the taking of the vote at the 2021 Annual Meeting;
●			changing your vote instructions via the Internet up to 11:59 p.m. Eastern Time on June 13, 2021 (the day before the 2021 Annual Meeting);
●			changing your vote instructions via the telephone up to 11:59 p.m. Eastern Time on June 13, 2021 (the day before the 2021 Annual Meeting); or
●			voting virtually at www.virtualshareholdermeeting.com/CENX2021 during the virtual 2021 Annual Meeting.


DIRECTOR NOMINEES FOR ELECTION TO A TERM TO EXPIRE IN 2022

Name	Age	Business Experience and Principal Occupation or Employment During Past 5 Years; Other Directorships	Director Since

Jarl Berntzen	54	Managing Director, Technology Investment Banking with Oppenheimer & Co. since June 2020; Managing Director and Head of Technology & Business Services with G2 Capital Advisors, LLC from September 2019 to July 2020; Managing Director at Vaquero Capital LLC from June 2018 to April 2019; Senior Director, Cinema Strategic Initiatives at Dolby Laboratories, Inc. from October 2016 to October 2017; Senior Director, Head of Corporate Development at Dolby Laboratories, Inc. from September 2011 to October 2016. Mr. Berntzen has extensive experience in mergers and acquisitions ("M&A"), financial restructurings and corporate development activities, having served in senior M&A advisory positions at several international investment banks and advisory firms, including more than 10 years with Goldman, Sachs & Co. Mr. Berntzen's financial acumen and expertise, investment banking experience and international M&A experience provides insight to the Board when considering Century's growth and development objectives. In addition, as a native of Norway, Mr. Berntzen provides international perspective and diversity to the Board. The Board has determined that Mr. Berntzen is an "audit committee financial expert" within the meaning of applicable SEC rules.	2006

Michael A. Bless	55	Our President and Chief Executive Officer since November 2011; Director of Simpson Manufacturing Co., Inc. since May 2017; Director of CNA Financial Corp. since October 2017; National Trustee of Boys and Girls Clubs of America from January 2014 to September 2020. Mr. Bless was elected to our Board of Directors in December 2012. Prior to joining Century, Mr. Bless held a number of senior management positions at both public and private companies and investment banks. Mr. Bless brings valuable leadership, risk-management, investor-relation, international operations experience and strategy-development experience to the Board. Mr. Bless also has extensive knowledge of the aluminum industry and global market conditions and, as the only management representative on our Board, Mr. Bless provides a unique perspective in Board discussions about the business and strategic direction of the Company. The Board benefits from his business insights, financial acumen and knowledge of the Company and the markets it serves.	2012


Annual Compensation Element		Amount
Annual Cash Retainer		$	45,000
Independent Chairman Annual Cash Retainer		90,000
Committee Chair Annual Cash Retainer		10,000
Annual Equity Award (1)		95,000
Board and Committee Meeting Fees (2)		2,000

(1)	The annual equity award is granted in the form of time-vesting share units for continuing directors following the annual stockholders' meeting or in connection with a new director appointment. Each time-vesting share unit vests on the one-year anniversary of its grant date, or earlier at the discretion of the Compensation Committee or under certain circumstances, such as the director having reached the age of 65. The dollar value of the annual equity award grant is converted into a number of time-vesting share units based on the thirty-day trailing average closing price of Century common stock up to the date of grant.
(2)	Each member of the Board is compensated $2,000 for each Board meeting attended. In addition to the Board meeting fees, each committee member is paid $2,000 per committee meeting attended except that each of the Audit Committee Chair and Compensation Committee Chair receives $3,000 per Audit Committee and Compensation Committee meeting attended, respectively.


Director (a)	Fees Earned or Paid in Cash (b)		Stock Awards (c)		Total
Jarl Berntzen	$	83,000	$	210,243	$	293,243
Errol Glasser	131,000		142,663		273,663
Andrew Michelmore	213,000		142,663		355,663
Cynthia Carroll (d)	85,250		142,663		227,913
Wilhelm van Jaarsveld	—		—		—


Name		Number of Stock Awards Outstanding as of 12/31/2020(a)(b)
Jarl Berntzen		126,006
Errol Glasser		68,434
Andrew Michelmore		—
Cynthia Carroll (c)		18,220
Wilhelm van Jaarsveld		—


(a)	Represents time-vesting share units held by the named director that had not yet vested as of December 31, 2020 or for which settlement has been deferred.
(b)	Stock awards become fully vested upon a director attaining age 65.
(c)	Ms. Carroll served as a director of the Company from the time of her election at the 2020 Annual Meeting through her resignation effective January 29, 2021.


Name		Amount and Nature of Beneficial Ownership (a)	Percent of Class
Glencore AG (b)		38,660,805	42.9%
BlackRock, Inc. (c)		7,677,179	8.5%
Dimensional Fund Advisors LP (d)		5,659,766	6.3%
The Vanguard Group (e)		5,357,108	5.9%
State Street Corporation (f)		4,910,626	5.5%

(a)	Each entity has sole voting and dispositive power, except as otherwise indicated.

(b)	Based on information set forth in a Schedule 13D/A filing dated September 28, 2020 and a Form 4 filing filed on April 1, 2021, by Glencore AG, Glencore International AG and Glencore plc (collectively, "Glencore"). The shares reported as beneficially owned by Glencore include 27,500,000 shares beneficially owned by Givolon Limited, as reported in its Schedule 13D/A filing dated September 28, 2020. Glencore AG retains sole voting power with respect to these shares and retains an economic interest in an equivalent number of shares. The shares reported as beneficially owned by Glencore exclude 6,345,142 shares of common stock issuable upon conversion of the Company's Series A Convertible Preferred Stock owned by Glencore AG, which is convertible only upon the occurrence of events that have not transpired and that are outside of the control of Glencore AG, or in circumstances that would not result in an increase in the percentage of the outstanding shares of the Company's common stock beneficially owned by Glencore. In addition, Glencore International AG is party to cash-settled total return swaps that give Glencore International AG economic exposure to an additional 4,400,000 shares of the Company's common stock. Glencore's principal business address is Baarermattstrasse 3, CH-6340 Baar, Switzerland.

(c)	Based on information set forth in a Schedule 13G/A filing dated January 29, 2021 by BlackRock, Inc. ("Blackrock"). Of the shares Blackrock reported it beneficially owned, Blackrock reported sole voting power over 7,590,207 shares, sole dispositive power over 7,677,179 shares and shared voting and shared dispositive power over none of the shares. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(d)	Based on information set forth in a Schedule 13G/A filing dated February 12, 2021, by Dimensional Fund Advisors LP ("Dimensional"). Dimensional is an investment advisor and furnishes investment advice or serves as investment manager to certain investment companies, commingled group trusts and separate accounts ("Funds"). Dimensional possesses voting and/or investment power over these shares, and it may be deemed to be the beneficial owner of these shares, however, these shares are owned by the Funds and Dimensional specifically disclaims beneficial ownership of these securities. The principal business address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
(e)	Based on information set forth in a Schedule 13G/A filing dated February 10, 2021, by The Vanguard Group ("Vanguard"). Of the shares Vanguard reported it beneficially owned, Vanguard reported sole voting power over none of the shares, shared voting power over 55,732 shares, sole dispositive power over 5,251,717 shares and shared dispositive power over 105,391 shares. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(f)	Based on information set forth in a Schedule 13G filing dated February 5, 2021 by State Street Corporation (“State Street”). Of the shares State Street reported it beneficially owned, State Street reported sole voting power over none of the shares, shared voting power over 4,712,043 shares, sole dispositive power over none of the shares and shared dispositive power over 4,910,626 shares. The principal business address of State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.


		2020		2019
Audit Fees(a)		$	2,071,000	$	2,138,000
Audit - Related Fees(b)		132,000		173,000
Tax Fees(c)		—		—
All Other Fees(d)		—		—
Total Fees		$	2,203,000	$	2,311,000

(a)	Audit Fees. Audit Fees include fees for professional services rendered for the audit of the Company's annual financial statements, review of the financial statements included in the Company's Form 10-Q, as well as other services normally provided in connection with statutory and regulatory filings or engagements. Other services for 2020 and 2019 include additional procedures related to the evaluation of critical audit matters (CAMs) and implementation of new accounting standards.
(b)	Audit-Related Fees. Audit-Related Fees include fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not included under Audit Fees. Audit-Related Fees for 2020 and 2019 included fees associated with certain contemplated transactions as well as the 2020 bond refinancing.

(c)	Tax Fees. Tax Fees include fees for professional services rendered in connection with tax compliance, tax advice and tax planning.
(d)	All Other Fees. All Other Fees include fees for services provided other than services reported under Audit Fees, Audit-Related Fees and Tax Fees. Generally, this category would include permitted corporate finance assistance and permitted advisory services.


Named Executive Officer	2020 Base Salary	2019 Base Salary	Percentage Increase
Mr. Bless	$900,000	$900,000	—%
Mr. Conti	$420,000	$420,000	—%
Mr. Gary	$550,000	$550,000	—%
Ms. Harrison	$330,000	$330,000	—%
Mr. Hoerner	$480,000	$480,000	—%


Named Executive Officer						2020 Target AIP Opportunity (% of Salary)
Mr. Bless						100%
Mr. Conti						75%
Mr. Gary						90%
Ms. Harrison						50%
Mr. Hoerner						75%


Performance Metric (a)		Payout (% of Target)	Weighted Payout (% of Target)
EBITDA (50% weighting)	Consolidated	61.8%	30.9%
	NA Ops	0%	0%
TCIR (10% weighting)	Consolidated	0%	0%
	NA Ops	0%	0%
Severity Safety Measure (10% weighting)	Consolidated	0%	0%
	NA Ops	0%	0%
(a) The above table reflects the Committee's adjustment of the safety payouts under the 2020 AIP to zero due to the two fatalities in the Company's operations in 2020.


Name	Target 2020 Annual Incentive Plan Opportunity		Actual 2020 Annual Incentive Plan Payout
Mr. Bless	$	900,000	$	615,600
Mr. Conti	315,000		191,835
Mr. Gary	495,000		346,005
Ms. Harrison	165,000		110,385
Mr. Hoerner	360,000		64,800


Jarl Berntzen (Vice Chair)			Errol Glasser (Chair)			Andrew Michelmore


●	Allegheny Technologies Inc.	●	Minerals Technologies Inc.
●	Carpenter Technology Corp	●	Mueller Industries, Inc.
●	Cleveland-Cliffs Inc.	●	Schnitzer Steel Industries Inc.
●	Eagle Materials Inc.	●	SunCoke Energy, Inc.
●	Genesee & Wyoming Inc.	●	TimkenSteel
●	Gibraltar Industries Inc.	●	Valmont Industries, Inc.
●	Kaiser Aluminum Corp.	●	Worthington Industries
●	Koppers Holdings Inc.


Named Executive Officer												2020-2022 Target LTIP Opportunity (% of Salary)
Mr. Bless												325%
Mr. Conti												145%
Mr. Gary												250%
Ms. Harrison												60%
Mr. Hoerner												140%


Named Executive Officer	2020-2022 LTIP Awards Fair Market Value at Grant ($)	Performance Share Units (at Target) (#)	Time-Vesting Share Units (#)
Mr. Bless	3,003,706	299,572	99,857
Mr. Conti	637,102	56,509	28,212
Mr. Gary	1,414,098	125,426	62,619
Ms. Harrison	204,537	18,142	9,057
Mr. Hoerner	692,908	61,459	30,683


Performance Level	Century TSR Percentile Rank	Achievement Percentage (% of Target)
Maximum	150% of Peer Average or More	200%
Target	100% of Peer Average	100%
Threshold	70% of Peer Average	50%
Below Threshold	<70% of Peer Average	0%


	Name	Target 2018-2020 Performance Share Units (# Shares)	Actual 2018-2020 Performance Share Units Earned (# Shares)
Mr. Bless		150,916	175,969
Mr. Conti		22,413	26,134
Mr. Gary		46,576	54,308
Ms. Harrison		9,516	11,094
Mr. Hoerner		32,361	37,733


Category			Share Guideline
Chief Executive Officer			150,000
Executive Vice Presidents			48,000
Senior Vice Presidents			18,000
Vice Presidents			6,000

SEC Form DEF 14A filed by Century Aluminum Company