Century Aluminum Company (NASDAQ:CENX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 16, 2018, Century Aluminum Company (the “Company”) announced the hiring of Craig C. Conti as Executive Vice President and Chief Financial Officer of the Company. Mr. Conti will join the Company on July 30, 2018 and will report directly to the Company’s Chief Executive Officer.
Mr. Conti is presently Corporate Vice President of Financial Planning and Analysis at Illinois Tool Works (“ITW”) and previously served as Chief Financial Officer of ITW’s welding segment from 2014 to 2017. Mr. Conti also held a number of positions at General Electric Corporation from 1999 to 2014, including Executive Director of Plan and Analysis for GE Healthcare IT, Vice President of Finance for GE Capital’s Rail Services business and Chief Financial Officer of Global Services for GE Transportation. Mr. Conti holds an M.B.A. from Northwestern University – Kellogg School of Management and a B.S. in Finance and Accounting from Siena College.
In connection with Mr. Conti’s appointment, the Company and Mr. Conti have entered into an offer letter providing for the terms of his employment, including an initial annual base salary of $400,000 and participation in the Company’s Annual Incentive Plan with a target bonus equal to 70% of base salary, in each case prorated from Mr. Conti’s start date. Mr. Conti will also receive equity awards to the Company’s 2018-2020 Long-Term Incentive Plan with a target award opportunity equal to 120% of base salary and will be eligible to receive future equity grants when such grants are made to other senior executives. To compensate Mr. Conti for equity lost as a result of his leaving his current employer and to induce him to join the Company, Mr. Conti will receive a one-time award of time-vesting performance share units valued at $165,000, vesting 50% on February 15, 2019 and 50% on February 15, 2020.
Mr. Conti will be eligible participate in the Company’s other compensation programs on the same basis as other similarly situated executives, including the Company’s Executive Severance Plan. to the Executive Severance Plan, in the event Mr. Conti’s employment is terminated other than by the Company for cause or by Mr. Conti other than for good reason, Mr. Conti will be entitled to certain severance benefits similar to other Tier II participants in the plan.
The foregoing description of the offer letter is summary in nature, and is subject to, and qualified in its entirety by, the full text of the offer letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On July 16, 2018, the Company issued a press release announcing Mr. Conti’s hiring as Executive Vice President and Chief Financial Officer of the Company. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
CENTURY ALUMINUM CO ExhibitEX-10.1 2 ex101letter.htm EXHIBIT 10.1 – LETTER Exhibit EXHIBIT 10.1 July 5,…To view the full exhibit click here
About Century Aluminum Company (NASDAQ:CENX)
Century Aluminum Company (Century) is a holding company, which is a producer of primary aluminum and operates aluminum reduction facilities, or smelters, in the United States and Iceland. The Company operates through primary aluminum segment. Its primary aluminum facilities produce standard grade primary aluminum products. Its annual primary aluminum production capacity is approximately 1,013,000 tons per year (tpy). Its principal subsidiaries are Century Kentucky, Inc. (CAKY), Nordural ehf (Nordural), Century Aluminum Sebree LLC (Century Sebree), Century Aluminum of South Carolina (CASC) and Century Aluminum of West Virginia, Inc. (Century of West Virginia). Its CAKY operates a primary aluminum reduction facility in Hawesville, Kentucky (Hawesville). Nordural Grundartangi ehf, a subsidiary of Nordural, operates a primary aluminum reduction facility in Grundartangi, Iceland (Grundartangi). Its Mt. Holly, located in Goose Creek, South Carolina, is a primary aluminum reduction facility.
