John DeZee
CENTURY ALUMINUMAbout John DeZee
Executive Vice President, General Counsel and Secretary at Century Aluminum since May 2021; joined Century in 2008 and previously served as Associate General Counsel (age 61) . In 2024, Century generated $337 million in net income and $244 million in adjusted EBITDA, underpinning pay-for-performance outcomes such as 145.6% vesting of 2022–2024 PSUs on strong relative TSR versus an aluminum peer group . Stockholder support for executive pay remained solid (85% “Say-on-Pay” approval in 2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Century Aluminum Company | EVP, General Counsel & Corporate Secretary | May 2021–Present | Corporate Secretary responsibilities and chief legal officer role |
| Century Aluminum Company | Associate General Counsel | 2008–May 2021 | Senior legal leadership |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 392,692 | 407,154 | 425,569 |
| Target Bonus (% of Salary) | — | — | 60% |
| Actual AIP (Cash Incentive) ($) | 254,775 | 407,154 | 274,331 |
| 2024 Base Salary Adjustment vs. 2023 | — | — | 4.7% |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
- Design: 70% weighted to financial/operational/safety metrics (FOS) and 30% to individual goals; FOS achieved at 106% of target .
- John DeZee specifics: Target opportunity = 60% of salary ($258,000); Final performance factor = 106%; Final award = $274,331 .
| AIP Detail (2024) | Value |
|---|---|
| Target % of Salary | 60% |
| Target $ | 258,000 |
| Final Performance Factor | 106% |
| Actual AIP Payout ($) | 274,331 |
Long-Term Incentive Plan (LTIP)
- 2024–2026 design: Cliff vest after three years (12/31/2026). Mix: PSUs (relative TSR vs. aluminum Industry Peer Group) and TVSUs; CEO weighting 60% PSUs/40% TVSUs; other NEOs 50%/50% .
- PSU mechanics: 50% payout on 2-year TSR (2024–2025) and 50% on 3-year TSR (2024–2026); Threshold 50% of peer average TSR (0% payout), Target 100% (100%), Max 150% (200%); Strategic Objective Modifier ±30 percentage points at Committee discretion .
- DeZee 2024–2026 grant at target: LTIP value $575,606; PSUs 23,707; TVSUs 23,707 (granted Jan 1, 2024; grant-date price reference $12.14) .
| LTIP Grant (2024–2026) | Quantity / $ | Vesting / Metrics |
|---|---|---|
| PSUs (target) | 23,707 | Relative TSR; 50% over 2024–2025, 50% over 2024–2026; payout 0–200% +/– Strategic Objective Modifier |
| TVSUs | 23,707 | Cliff vests after 3 years (12/31/2026) |
| Grant Date / Reference Price | Jan 1, 2024; $12.14 close on prior trading day | |
| LTIP Value (Grant-Date Fair Value, $) | 575,606 |
- 2022–2024 PSU results: Company 2-year TSR (2022–2023) = 95.6% of peer average (91.2% payout); 3-year TSR (2022–2024) = 163.8% of peer average (200% payout); Aggregate payout = 145.6%. DeZee: 17,882 target PSUs → 26,036 earned .
| 2022–2024 PSUs | Target | Earned | Payout Basis |
|---|---|---|---|
| John DeZee PSUs (#) | 17,882 | 26,036 | 145.6% vesting on relative TSR |
Equity Ownership & Alignment
- Stock ownership guidelines: EVPs required to hold 48,000 shares; policy counted as fixed-share requirement. Company states all current NEOs are in compliance or within the grace period .
- DeZee beneficial ownership: 66,946 shares (<1%); exceeds EVP guideline .
- Pledging/hedging: Prohibited by policy (also restricts short sales and margin accounts) .
| Ownership and Awards (as of 12/31/2024) | Quantity | Value / Notes |
|---|---|---|
| Beneficially Owned Shares | 66,946 | <1% of outstanding |
| EVP Ownership Guideline | 48,000 shares | Exceeded |
| 2023–2025 TVSUs (unvested) | 27,021 | $492,323 market value at $18.22 |
| 2024–2026 TVSUs (unvested) | 23,707 | $431,942 market value at $18.22 |
| 2023–2025 PSUs (target, unvested) | 27,021 | $492,323 market value at target at $18.22 |
| 2024–2026 PSUs (target, unvested) | 23,707 | $431,942 market value at target at $18.22 |
| 2024 Stock Vested (shares) | 34,964 | $637,044 value realized (vesting-date pricing) |
| Insider Trading/Alignment Policy | — | No pledging, hedging, short sales; 6-month hold on open-market purchases |
Employment Terms
- Employment agreements: None; all NEOs are at-will employees .
- Severance plan: Amended and Restated Executive Severance Plan with double-trigger CIC protection; John DeZee is a Tier 2 participant .
- Multiples and treatment (Tier 2):
- Qualifying Acquisition period: 1.0x base salary + 1.0x target bonus; pro-rata target AIP; pro-rata LTIP at target .
- Change in Control period: 1.5x (salary + target bonus); pro-rata target AIP; all outstanding LTIP paid at target; double-trigger vesting .
- Outside CIC/Acquisition: 1.0x base salary; pro-rata AIP; unvested LTIP forfeited (except for retirement/disability/death prorations per award terms) .
| Estimated Payments for John DeZee (assuming termination 12/31/2024) | Total ($) |
|---|---|
| By Company Without Cause / With Good Reason (outside CIC/Acquisition) | 1,723,574 |
| Following a Qualifying Acquisition by the Company | 2,942,296 |
| Following a Change in Control (double trigger) | 4,208,099 |
| Retirement / Disability / Death | 2,218,965 |
Additional programs and protections:
- Clawback: Incentive Compensation Recoupment Policy compliant with SEC/Nasdaq, applies to executive officers; also misconduct-based recoupment discretion .
- Pension/retirement: Participates in the defined-benefit Qualified Plan (16.33 years credited service; present value $1,000,243) and is the only current NEO with ongoing accruals; does not participate in the nonqualified Restoration Plan (only CEO participates) .
- Stock ownership guidelines: EVP = 48,000 shares; all current NEOs are compliant or within grace period .
Compensation Structure Analysis
- At-risk pay orientation: Company program emphasizes variable, performance-linked pay (average 67% of target 2024 compensation “at risk” for NEOs other than CEO) .
- Annual plan linkage: 70% weighted to financial/operational/safety (FOS) metrics; 2024 FOS achieved at 106% supporting AIP payouts (DeZee 106% factor) .
- Long-term plan linkage: PSUs tied to relative TSR vs. aluminum peers with 0–200% payout range; the 2022–2024 PSU cycle vested at 145.6% of target on strong relative TSR (DeZee 26,036 shares earned vs. 17,882 target) .
- Mix trend: DeZee stock awards (grant-date fair value) were $443,974 (2022), $442,064 (2023), and $575,606 (2024), indicating higher equity weight in 2024 .
Performance & Track Record
- 2024 operational highlights considered in incentive outcomes: DOE selection for up to $500 million toward a new U.S. smelter; completion/commissioning of Grundartangi low‑carbon billet casthouse; integration of Jamalco refinery and long‑term alumina contracts; contributed to AIP assessments and strategic execution narrative .
- Financial performance context: 2024 net income $337 million; adjusted EBITDA $244 million, supporting “pay-for-performance” constructs .
Equity Ownership & Alignment Policies
- Prohibitions: Short sales, hedging, pledging, and margin accounts prohibited; open‑market share purchases must be held at least six months .
- Ownership guideline: EVP requirement 48,000 shares; DeZee’s 66,946 shares exceed threshold .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: ~85% support; no structural changes made in response for 2024 .
Investment Implications
- Strong alignment: Meaningful at‑risk mix (company-wide program), PSU focus on relative TSR, and prohibition of pledging/hedging enhance alignment with shareholders; DeZee exceeds EVP ownership guideline .
- Vesting calendar: TVSUs and PSUs granted for 2023–2025 and 2024–2026 cliff‑vest at cycle end (subject to PSU performance), concentrating settlement events at 12/31/2025 and 12/31/2026; the plan permits cash or share settlement at Committee discretion .
- Retention and transition risk: Tier 2 severance protection (1.5x cash components on CIC double trigger; pro‑rata/target LTIP treatment) moderates turnover risk; outside CIC, severance is 1.0x salary plus pro‑rata AIP, with forfeiture of unvested LTI absent qualifying separation types .
- Pay-performance credibility: 2022–2024 PSUs paid 145.6% on superior relative TSR and 2024 AIP FOS achieved 106%, evidencing linkage of outcomes to performance .