Andrew Michelmore

About Andrew Michelmore

Andrew Michelmore, 72, serves as Independent Chairman of the Board at Century Aluminum Company and is Chair of the Governance & Nominating Committee; he also sits on the Audit, Compensation, and Health, Safety & Sustainability Committees and is designated an “audit committee financial expert” under SEC rules . He rejoined the Board in September 2018 after prior service from 2010–2015 and is independent under Nasdaq and SEC standards; independent directors held executive sessions four times in 2024 and he maintained 100% attendance at Board and committee meetings . His credentials include Fellow of the Institution of Chemical Engineers and the Australian Academy of Technological Sciences and Engineering, and membership in the Business Council of Australia .

Past Roles

External Roles

Board Governance

• Board leadership: Combined Board governance with independent Chairman (Michelmore), separate from CEO, supporting oversight and strategy execution .
• Independence and attendance: Board determined Michelmore is independent; directors achieved 100% attendance at Board and respective committee meetings in 2024; independent directors met in executive session four times .
• Committee structure and meetings (2024):
  • Audit Committee: Member; 8 meetings; all members independent; three “financial experts” designated .
  • Compensation Committee: Member; 5 meetings; all members independent .
  • Governance & Nominating: Chair; 4 meetings; all members independent .
  • Health, Safety & Sustainability: Member; 5 meetings .

Fixed Compensation

Notes: 2024 director grants were made June 3, 2024; closing price at grant was $17.71; TVSUs convert grant value to units based on the 30-day trailing average price; directors age ≥65 (including Michelmore) have TVSUs vested at grant under award terms .

Performance Compensation

Policy framework for equity awards includes one-year minimum vesting (with limited exceptions for directors), no repricing, double-trigger CIC vesting if replaced, no evergreen, and clawback applicability under company policies and the 2025 Incentive Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert designation; deep finance and risk oversight experience .
• Senior leadership across global metals/mining firms and international business operations .
• Technical credentials: Fellow of the Institution of Chemical Engineers and Australian Academy of Technological Sciences and Engineering .
• Governance expertise as G&N Chair; committee responsibilities include Board composition, governance policies, and annual evaluations .

Equity Ownership

Say-on-Pay & Shareholder Voting Signals

Observation: Michelmore’s “For” votes were the lowest among nominees both years, with the highest withhold counts, a watchpoint for investor sentiment relative to peers .

Related Party Transactions & Conflict Controls

• Glencore is the largest stockholder (42.9% of common stock), and Century derived ~59.1% of 2024 consolidated sales from Glencore; purchases and financial contracts also occurred, all subject to RPT policy and independent director oversight (separate body) with Audit Committee involvement .
• RPT governance framework requires fairness evaluation and quarterly reporting; material Glencore transactions reviewed by independent directors .

Fixed vs At-Risk Pay Mix (Director)

• Director compensation is predominantly fixed cash (retainers/meeting fees) plus time-vested equity; no options or performance-based equity used for directors; TVSUs vest time-based (immediate for age ≥65) .
• Non-employee director annual compensation cap under the new 2025 Incentive Plan: $750,000 (up to $1,000,000 in specific circumstances) .

Compliance & Policies

• Prohibitions: short sales, pledging, hedging, margin accounts for directors/officers; minimum six-month holding on open-market purchases .
• Clawback: Incentive Compensation Recoupment Policy aligned with SEC/Nasdaq rules; applies to incentive-based compensation; plan-level clawbacks apply to awards (including director awards under the 2025 Plan) .
• Independent compensation consultant (FW Cook) supports executive pay decisions; independence affirmed; no conflicts of interest .
• Compensation Committee interlocks: none; no member was an officer/employee of the Company; no reciprocal committee relationships elsewhere .

Governance Assessment

• Positives:

  • Independent Chairman and 100% director/committee attendance signal strong oversight and engagement .
  • Deep industry and governance expertise; audit financial expert designation; leadership of G&N Committee .
  • Robust policy controls: anti-hedging/pledging, clawback, one-year minimum vesting, double-trigger CIC; independent consultant without conflicts .
  • Strong shareholder support on auditor ratification, say-on-pay, and 2025 Incentive Plan .

• Watchpoints / RED FLAGS:

  • Elevated related-party exposure to Glencore (majority of sales) introduces inherent conflict risk, albeit mitigated by independent director review and Audit Committee oversight .
  • Relative election support: Michelmore had the lowest “For” vote and highest withholds among director nominees in 2024 and 2025, indicating some investor reservations (monitor engagement and responsiveness) .

• Alignment:

  • Ownership: 83,644 shares; below 1% of outstanding but above the 25,000-share guideline threshold or within compliance window per policy .
  • Director equity is time-vested, supporting alignment without short-term performance gaming; immediate vesting reflects age-based provision, not discretionary acceleration .

• Attendance and engagement:

  • Board met four times; independent directors met four times; Michelmore’s committees were active (Audit 8, Comp 5, G&N 4, HSS 5), with full attendance—indicative of high engagement .

• Shareholder feedback:

  • Say-on-pay outcomes were supportive (~85% in 2024; strong “For” vote counts in 2025), suggesting overall satisfaction with pay practices overseen by committees including Michelmore .