Jennifer Bush
CENTURY ALUMINUMAbout Jennifer Bush
Jennifer Bush, 51, has served as an independent director of Century Aluminum Company since 2021. She brings 25 years of global P&L, commercial and operational leadership at Cummins Inc., where she is President of the Cummins Power Systems Business, and she chairs Century’s Health, Safety & Sustainability (HSS) Committee; she is also a member of the Audit, Compensation, and Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | President, Cummins Power Systems Business (Vice President, Cummins Inc.) | Aug 2022–present | Operational leadership and sustainability integration |
| Cummins Inc. | Vice President, Cummins Sales & Service, North America | 2017–2022 | Commercial/operations leadership |
| Cummins Mid-South LLC; Cummins Southern Plains LLC | President | 2014–2017 | Regional P&L and operational execution |
| Cummins Inc. | Various roles since joining | 1997–present | Manufacturing, operational excellence, H&S, sustainability expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cummins India Ltd. (NSE: CUMMINSIND.NS) | Chair of the Board; Director | Chair since Nov 2023; Director since Nov 2022 | Governance leadership at a listed subsidiary |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent under Nasdaq and SEC rules; meets ISS Independent Outside standards |
| Century Board Committees | Audit; Compensation; Governance & Nominating; Health, Safety & Sustainability (Chair) |
| Committee Meeting Load (2024) | Audit: 8; Compensation: 5; Governance & Nominating: 4; HSS: 5 |
| Attendance | 100% attendance at Board and 100% at Committee meetings in 2024 |
| Board Structure | Independent Chairman; independent directors met in executive session 4 times in 2024 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $45,000 | Paid quarterly |
| Committee Chair Retainer | $10,000 (for non-Audit chairs) | HSS Chair qualifies |
| Meeting Fees | $2,000 per Board/Committee meeting; Audit/Comp Chairs receive $3,000 per respective committee meeting | |
| Annual Equity Award (TVSUs) | $125,000 | Vests on earlier of 1-year from grant or next annual meeting |
| 2024 Fees Earned (Cash) | $119,000 | Includes retainer + meeting fees |
| 2024 Stock Awards (Grant-Date Fair Value) | $125,210 | Closing price on grant date (June 3, 2024) was $17.71 |
| 2024 Total Compensation | $244,210 | Sum of cash and stock awards |
Performance Compensation
| Equity Instrument | Grant/Status | Quantity/Value | Vesting/Terms |
|---|---|---|---|
| Annual TVSUs | 2024 grant | $125,000 (grant-date FV $125,210) | Vests at earlier of 1-year from grant or next shareholder meeting; age 65+ immediate vest |
| Unvested TVSUs (as of 12/31/2024) | Outstanding | 7,070 units | Vests June 16, 2025 (annual meeting) |
| Deferred Stock (vested, settlement deferred) | Outstanding | 24,183 units | Settlement deferred until end of Board service (election by Bush) |
| Performance Metrics | Not applicable for director equity grants (time-vested TVSUs) |
Other Directorships & Interlocks
| Company | Relationship to CENX | Exposure/Transactions |
|---|---|---|
| Cummins India Ltd. | External board role | No Century-related party transactions disclosed with Cummins entities in 2024; related party transactions are primarily with Glencore |
Expertise & Qualifications
- 25 years of global P&L, commercial and operational leadership in industrial businesses .
- Deep expertise in manufacturing, operational excellence, health & safety, and sustainability; embeds sustainability into business strategy .
- Broad global business insight and operational acumen applicable to capital-intensive industries .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial Ownership (as of 4/21/2025) | 39,094 shares; includes 7,070 unvested TVSUs vesting at annual meeting |
| Ownership % of Outstanding Shares | Less than 1% (93,296,937 shares outstanding) |
| Outstanding Awards (12/31/2024) | Unvested TVSUs: 7,070; Deferred TVSUs: 24,183 |
| Stock Ownership Guidelines (Directors) | 25,000 shares within five years of election; independent directors hold in excess of minimum or are within compliance window |
| Hedging/Pledging Policy | Prohibits short sales, hedging, margin accounts and pledging by directors/officers/employees |
Governance Assessment
- Committee roles and effectiveness: Bush chairs HSS and serves on Audit, Compensation, and Governance & Nominating—placing her at the nexus of safety/sustainability oversight, financial reporting, pay governance, and board refresh; each committee met regularly in 2024 (Audit 8; Compensation 5; Governance 4; HSS 5) with 100% attendance, indicating high engagement .
- Compensation oversight signals: As a member of the Compensation Committee, she was part of an independent committee supported by FW Cook; no interlocks or insider participation; the 2024 say‑on‑pay secured ~85% support, suggesting investor acceptance of compensation oversight .
- Alignment and incentives: Bush elected to defer settlement of her 2024 TVSUs until the end of board service, and director guidelines target 25,000 shares—both positive alignment signals; hedging/pledging is prohibited .
- Potential conflicts: Bush is a senior executive at Cummins Inc.; while no related-party transactions with Cummins were disclosed, investors should monitor for any future supplier/customer relationships that could arise given Century’s commodity sales into industrial end markets; current RPT exposure centers on Glencore (sales, purchases, financing, carbon credit arrangements) reviewed by independent directors/Audit Committee per policy .
- Board structure and independence: Independent Chairman, routine executive sessions of independent directors, and full independence for key committees bolster oversight quality .
RED FLAG monitoring: External operating executive role (Cummins) could create perceived conflicts if Century enters material transactions with Cummins or affiliates; none disclosed for 2024—continue monitoring RPT disclosures and committee handling under the Related Party Transactions Policy .