Jesse Gary
CENTURY ALUMINUMAbout Jesse Gary
Jesse E. Gary, age 45, is President and Chief Executive Officer of Century Aluminum (CENX) and has served as a director since July 2021; he previously served as Chief Operating Officer (Apr 2019–Jul 2021) and Executive Vice President & General Counsel (Feb 2013–Jul 2021) and joined Century in 2010; prior to Century, he practiced law at Wachtell, Lipton, Rosen & Katz in New York . In 2024, Century reported GAAP net income of $319 million in the Pay vs. Performance disclosure and delivered relative TSR of 167% versus its aluminum peer comparators; PSUs for the 2022–2024 cycle vested at 145.6% of target reflecting superior relative TSR, indicating pay outcomes aligned with shareholder returns during his tenure . The company’s compensation design kept 83% of Gary’s 2024 target pay “at risk,” with 60% of his LTI in PSUs tied to relative TSR and 40% in time-vested stock units (TVSUs) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Century Aluminum | President & CEO | Jul 2021–present | Led strategy emphasizing value-added products, U.S. smelter project with $500M DOE selection, and operational execution; compensation tied to relative TSR and operational/safety goals . |
| Century Aluminum | Chief Operating Officer | Apr 2019–Jul 2021 | Oversaw global operations, including efficiency and stability improvements referenced in 2024 performance commentary . |
| Century Aluminum | EVP & General Counsel | Feb 2013–Jul 2021 | Led legal, risk management, and governance; foundational role in strategic transactions and contracts . |
| Century Aluminum | Joined Century | 2010– | Company tenure and institutional knowledge underpin board and strategy contributions . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wachtell, Lipton, Rosen & Katz | Attorney | Prior to 2010 | High-end M&A and governance legal training; informs risk management and strategic execution at Century . |
Fixed Compensation
| Item | 2024 | 2023 | 2022 |
|---|---|---|---|
| Salary (earned) | $908,077 | $876,923 | $850,000 |
| Base salary (annualized target, for 2024 program design) | $915,000 | — | — |
| Target bonus (% salary) | 115% | — | — |
| Actual AIP earned | $1,279,852 (Final factor 122%) | $1,109,790 | $1,117,750 |
| One-time CEO promotion cash tranches | $1,200,000 (final tranche) | $1,800,000 + $590,000 special bonus | $3,000,000 |
Notes:
- 2024 AIP design: 70% Financial/Operational/Safety metrics (FOS) assessed at 106% and 30% Individual goals at 180% for CEO, yielding 122% final factor .
- CEO promotion award granted July 1, 2021 totaled $8,000,000 (75% cash/25% TVSUs) vesting 50% on 7/1/2022, 30% on 7/1/2023, 20% on 7/1/2024; 31,507 TVSUs vested in 2024 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Component | Weight | Target | Actual/Payout |
|---|---|---|---|
| FOS metrics (financial, operational, safety) | 70% | 100% | 106% of target |
| Individual performance (CEO) | 30% | 100% | 180% of target |
| Final AIP performance factor (CEO) | 100% | — | 122% |
| Dollar AIP payout (CEO) | — | $1,052,250 target (115% of $915k) | $1,279,852 |
Long-Term Incentive Plan (LTIP)
- Mix and metrics: 60% PSUs (relative TSR vs Industry Peer Group), 40% TVSUs (time-based), with potential PSU adjustment by a Strategic Objective Modifier (±30 pts) at Committee discretion .
- 2024–2026 grants (target level) for Gary: 203,619 PSUs and 135,746 TVSUs; grant-date fair value $4,119,891 (PSUs $2,471,935; TVSUs $1,647,956); cliff-vest at Dec 31, 2026, subject to performance for PSUs .
- PSU performance scale (each measurement period): 0% at 50% of peer average, 100% at 100% of peer average, 200% at 150% of peer average; PSUs measured over 2024–2025 (50%) and 2024–2026 (50%) .
- 2022–2024 PSUs paid at 145.6% of target; Gary earned 185,848 shares vs 127,643 target (no Strategic Objective Modifier applied) .
Pay-for-Performance Alignment (select indicators)
| Measure | 2024 | 2023 | 2022 |
|---|---|---|---|
| GAAP Net Income ($mm) | 319 | (43) | (14) |
| Relative TSR (% of avg. comparators) | 167.2% | 151.7% | 64.3% |
| Company TSR – Value of $100 invested (2019 base) | $242 | $162 | $109 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 127,969 shares held in a self-settled revocable trust; less than 1% of shares outstanding (93,296,937) . |
| Outstanding unvested awards (12/31/24) | TVSUs: 2023–2025 146,363 ($2,666,734); 2024–2026 135,746 ($2,473,292). PSUs (target): 2023–2025 219,545 ($4,000,110); 2024–2026 203,619 ($3,709,938). Values at $18.22 close on 12/31/24 . |
| Upcoming vesting cadence | TVSUs cliff vest at cycle-end (2023–2025 and 2024–2026 at 12/31/2025 and 12/31/2026, respectively); PSUs vest at cycle-end subject to relative TSR (two- and three-year tranches) . |
| Ownership guidelines (exec) | CEO guideline 150,000 shares; 5-year window to comply post-promotion; company states current NEOs are in compliance or within grace period . |
| Hedging/pledging | Prohibited for officers/directors; no margin accounts; minimum 6-month holding period for open market purchases . |
| Clawback | Incentive Compensation Recoupment Policy compliant with SEC/Nasdaq; restatement-based recovery and misconduct remedies . |
| Notable insider filing | One late Form 4 (administrative error) for a gift transfer of 46,004 shares on Jan 19, 2024, filed Jan 25, 2024 . |
Vesting Schedules and Potential Selling Pressure
| Award | Shares | Vesting/Measurement Date | Reference value |
|---|---|---|---|
| TVSUs 2023–2025 | 146,363 | Cliff vest 12/31/2025 (service condition) | $2,666,734 at $18.22 |
| TVSUs 2024–2026 | 135,746 | Cliff vest 12/31/2026 (service condition) | $2,473,292 at $18.22 |
| PSUs 2023–2025 (target) | 219,545 | Performance ends 12/31/2025 (relative TSR) | $4,000,110 at $18.22 |
| PSUs 2024–2026 (target) | 203,619 | Performance ends 12/31/2026 (relative TSR) | $3,709,938 at $18.22 |
| CEO promo TVSUs (final tranche) | 31,507 | Vested 7/1/2024 | — |
Note: Future realized PSU payouts will vary with performance relative to the Industry Peer Group and subject to any Strategic Objective Modifier .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | At-will; no individual employment agreement . |
| Severance plan | Amended & Restated Executive Severance Plan; double-trigger for Change in Control (CIC); Gary is Tier 1 . |
| Multiples | CIC termination: 2.0x (salary + target bonus) + pro-rata bonus; Acquisition-related termination: 1.5x salary + 1.5x target bonus + pro-rata bonus; Outside CIC/Acquisition (without cause/good reason): 1.5x salary + pro-rata bonus; equity generally pays at target prorated for death/disability/retirement/acquisition and at 100% target after CIC termination . |
| Potential payments (Gary, as of 12/31/2024) | - Without cause/good reason (outside CIC/Acq): Total $4,614,444 (includes $1,372,500 salary multiple; $1,279,852 bonus; pension PV $92,087; Restoration Plan $1,824,765; insurance $45,240) .<br>- Following Qualifying Acquisition termination: Total $13,039,870 (includes salary $1,372,500; bonus $3,199,630; TVSUs $2,602,259; PSUs $3,903,388; pension $92,087; Restoration Plan $1,824,765; insurance $45,240) .<br>- Following CIC termination: Total $20,496,814 (includes salary $1,830,000; bonus $3,839,556; TVSUs $5,140,034; PSUs $7,710,052; pension $92,087; Restoration Plan $1,824,765; insurance $60,320) . |
| Deferred compensation | Restoration Plan (nonqualified): 9% company contributions; 2024 company contribution $311,658; 2024 aggregate earnings $657,643; balance $1,824,765 at 12/31/2024 . |
| Pension | Qualified Plan present value $92,087 with 4.83 credited years; plan closed to new participants; Gary not eligible for future accruals . |
| Clawback/hedging/pledging | See “Equity Ownership & Alignment” . |
Board Governance and Roles
- Board service: Director since 2021; Non-independent; serves on the Health, Safety & Sustainability Committee .
- Governance structure: Independent Chairman; fully independent Audit, Compensation, and Governance & Nominating committees; independent directors met in executive session four times in 2024; 100% Board and committee meeting attendance in 2024 .
- Dual-role implications: CEO + Director structure mitigated by independent chair and fully independent key committees overseeing compensation, audit, and nominations .
- Ownership concentration context: Glencore AG beneficially owns 42.9% of common stock; related party transactions are reviewed by independent directors per policy .
Compensation Structure Analysis
- Mix and risk: 83% of CEO target pay is variable/at-risk; LTI tilted to PSUs (60%) on relative TSR, strengthening alignment with shareholder outcomes .
- Program shifts: 2024 increases to AIP/LTIP targets driven by peer benchmarking; despite increases, total 2024 target compensation for NEOs remained below peer median .
- Outcomes vs performance: 2024 AIP paid at 122% on FOS 106% and CEO Individual 180%; 2022–2024 PSUs paid 145.6% on strong relative TSR .
- Governance safeguards: No options/SARs granted in 2024; no repricing without stockholder approval; 1-year minimum vesting in new 2025 plan proposal; ownership/hedging/pledging policies in place .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~85% support at the 2024 annual meeting; Committee made no 2024 design changes in response .
- Shareholder engagement program active; board receives and considers feedback on compensation and governance .
Equity and Director Compensation Context
- Director compensation (non-employee) combines cash and equity; Gary is an employee director and does not receive director compensation .
- Director ownership guideline: 25,000 shares within five years; executive guideline for CEO is 150,000 shares; company states current NEOs are in compliance or within grace period .
Performance & Track Record Highlights (Company under Gary’s leadership)
- 2024 achievements include DOE selection for $500M funding for a new U.S. smelter, integration progress at Jamalco, and completion of the low‑carbon billet casthouse in Iceland; Sebree smelter achieved highest production in five years .
- Pay vs. Performance: 2024 GAAP net income $319M; relative TSR 167% vs peers; consistent reliance on relative TSR as primary PSU metric .
Investment Implications
- Alignment: High PSU weighting on relative TSR and strong 2022–2024 PSU vesting (145.6%) indicate realized pay closely linked to shareholder returns; policy prohibitions on hedging/pledging reinforce alignment .
- Retention/overhang: Significant unvested equity (TVSUs/PSUs) through 2026 and Tier 1 severance protections reduce near‑term attrition risk but create vesting overhang that could add supply upon vesting windows; CIC severance obligations are meaningful ($20.5M scenario) .
- Governance risk mitigants: Independent chair/committees and an enforceable clawback temper dual‑role and control holder (Glencore) concerns; related‑party oversight by independent directors is explicit .
- Pay levels vs peers: Targets increased in 2024 based on benchmarking, yet remained below median, which may moderate pay inflation risk while keeping incentives competitive .
Overall: The incentive architecture (relative TSR PSUs, safety/operational AIP) and governance policies suggest strong pay‑for‑performance discipline and retention stability; investors should monitor 2025–2026 vesting events, progress on the U.S. smelter project, and relative TSR trajectory, given their direct impact on realized compensation and potential insider selling pressure around vest dates .
Sources: All citations refer to Century Aluminum Company 2025 DEF 14A (filed 2025-04-25).