Jarl Berntzen
CENTURY ALUMINUMAbout Jarl Berntzen
Jarl Berntzen, age 58, has served on Century Aluminum’s Board since 2006 and is an independent director. He is Chief Corporate Development Officer at Adeia Inc. (NASDAQ: ADEA) since September 2023, with prior senior roles in technology investment banking and corporate development; the Board has determined he is an “audit committee financial expert” under SEC rules, reflecting deep finance and M&A expertise and international perspective as a native of Norway . He earned B.Sc. and M.Sc. degrees and is focused on corporate development strategy at Adeia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oppenheimer & Co. | Managing Director, Head of Technology M&A | Jul 2020 – Sep 2023 | Led tech M&A and capital raises; senior IB leadership |
| G2 Capital Advisors, LLC | Managing Director, Head of Technology & Business Services | Sep 2019 – Jun 2020 | Sector leadership in advisory |
| Vaquero Capital LLC | Managing Director | Jun 2018 – Apr 2019 | Growth tech banking |
| Dolby Laboratories, Inc. | Senior Director, Cinema Strategic Initiatives | Oct 2016 – Oct 2017 | Strategy/corporate development |
| Goldman, Sachs & Co. | VP; M&A | >10 years | M&A advisory; financial acumen |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Adeia Inc. (NASDAQ: ADEA) | Chief Corporate Development Officer | Sep 2023 | Corporate development; degrees B.Sc. and M.Sc. |
| Other public company directorships | None disclosed | — | No other public boards listed in proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq and SEC committee standards |
| Audit Committee | Member; Vice Chair; Audit Committee Financial Expert designation |
| Compensation Committee | Chair; five meetings held in 2024; all members independent; no interlocks |
| Governance & Nominating Committee | Member; four meetings in 2024; all members independent |
| Health, Safety & Sustainability Committee | Member; five meetings in 2024 |
| Attendance | 100% attendance at Board and relevant Committee meetings in 2024; all directors attended 2024 annual meeting |
| Independent sessions | Independent directors met in executive session four times in 2024 |
| Board leadership | Independent Chairman (Andrew Michelmore) |
| Say‑on‑Pay outcome | ~85% approval at June 2024 annual meeting; Committee noted support, no changes for 2024 |
Fixed Compensation
| Component | Amount | Vesting/Mechanics |
|---|---|---|
| Annual Cash Retainer | $45,000 | Paid quarterly; plus meeting fees |
| Compensation Committee Chair Retainer | $10,000 | Annual chair retainer |
| Meeting Fees | $2,000 per Board/Committee meeting; $3,000 per mtg for Compensation or Audit Committee Chairs | Paid per attendance |
| Annual Equity Award (TVSUs) | $125,000 | Time‑vested stock units; vest at 1 year or next annual meeting; immediate vest if age ≥65 |
2024 non‑employee director compensation (actual):
| Name | Fees Earned/Paid (Cash) | Stock Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| Jarl Berntzen | $126,000 | $125,210 | $251,210 |
Notes:
- 2024 TVSU grant date was June 3, 2024; closing price $17.71 for grant‑date valuation .
- 2023 comparison (context): Cash $132,000; Equity $126,161; Total $258,161 (non‑employee director table) .
Performance Compensation
| Element | Structure | Metrics/Outcomes |
|---|---|---|
| Director Equity (TVSUs) | Time‑vested; no performance criteria | No performance‑based vesting disclosed for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed beyond Century Aluminum |
| External roles | Adeia CDO; technology sector corporate development |
| Committee interlocks | None; no executive served on another entity’s comp committee where a Century executive served, and no member was a Century officer in 2024 |
| Related party oversight | Audit Committee reviews related party transactions; independent directors review Glencore transactions; policy detailed and quarterly reporting in place |
Expertise & Qualifications
- Financial acumen and extensive M&A/corporate development experience across investment banking and technology corporates; >10 years at Goldman Sachs .
- Audit Committee Financial Expert designation under SEC rules .
- International perspective (Norwegian) and global business background .
- Current role in technology IP/semiconductor ecosystem at Adeia supports strategic insights into industrial technology trends .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Total beneficial ownership | 201,173 shares; less than 1% of outstanding |
| Deferred stock awards | 107,786 TVSUs with settlement deferred until end of Board service |
| Unvested TVSUs (12/31/2024) | 7,070 |
| Ownership guidelines | Independent directors expected to accumulate 25,000 shares within 5 years; all independent directors hold in excess or are within timeframe |
| Hedging/pledging | Company policy prohibits hedging, pledging, short sales, margin accounts |
| Section 16(a) filings | Company reported one late Form 4 for CEO; no delinquency noted for Berntzen |
Governance Assessment
- Strengths: Independent status; Audit Vice Chair and Audit Committee Financial Expert; Compensation Committee Chair with no interlocks; 100% attendance; robust policies (clawback compliant with SEC/Nasdaq, hedging/pledging prohibition, director and executive ownership guidelines) . Use of independent comp consultant (FW Cook), with Committee-determined independence and no conflicts; regular involvement and oversight; disciplined pay‑for‑performance framework for executives under his Committee .
- Alignment: Meaningful equity holdings via TVSUs and deferred units; in compliance with director ownership guidelines, supporting long‑term alignment; annual director equity is time‑vested to reinforce retention and alignment rather than short‑term performance .
- Potential conflicts/related party exposure: Glencore’s significant ownership (42.9%) requires vigilant independent oversight; independent directors, including Berntzen, review Glencore transactions under a formal policy, with Audit Committee and independent director oversight structures in place . No specific related‑party transactions disclosed involving Berntzen .
- Shareholder signals: Say‑on‑pay at ~85% suggests moderate support; as Compensation Committee Chair, maintaining/adjusting program to address investor feedback is ongoing; Committee reported no 2024 changes based on 2024 vote, consistent with pay‑for‑performance outcomes (AIP at 106%, PSUs 145.6% for NEOs) .
- RED FLAGS: None material disclosed regarding attendance, director pay anomalies, related‑party transactions, pledging/hedging, or Section 16 compliance specific to Berntzen; company‑level concentration risk due to Glencore remains a governance focus area for the Board .
Overall, Berntzen’s profile (finance/M&A expertise, audit financial expert status, independent leadership on Compensation) and attendance support board effectiveness; policy infrastructure (clawbacks, prohibitions on pledging/hedging, ownership guidelines) and independent oversight of related parties mitigate governance risk, with continued scrutiny warranted given Glencore’s influence .