Kenneth Calloway
CENTURY ALUMINUMAbout Kenneth Calloway
Kenneth L. Calloway, age 49, is Senior Vice President, Human Resources at Century Aluminum (CENX). He was promoted to SVP HR in January 2024 after serving as Corporate Director of HR (Nov 2018–Jun 2021) and Vice President of HR (Jul 2021–Jan 2024); he joined Century in 2005 . Company performance context during his current tenure: 2024 net income was $337 million with adjusted EBITDA of $244 million, and operations produced 690,000 tonnes of aluminum; PSUs for the 2022–2024 cycle vested at 145.6% of target on superior relative TSR, and relative TSR (as % of average comparators) measured 167.2% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Century Aluminum | Senior Vice President, Human Resources | Jan 2024 – Present | Executive HR leadership for a growing, integrated producer; supports organizational execution during Jamalco integration, new U.S. smelter initiative, and low‑carbon product expansion . |
| Century Aluminum | Vice President, Human Resources | Jul 2021 – Jan 2024 | Led HR during operational ramp and safety/operational improvements; AIP design ties incentives to FOS metrics including safety . |
| Century Aluminum | Corporate Director, Human Resources | Nov 2018 – Jun 2021 | Supported leadership transitions and compensation program evolution toward TSR‑linked PSUs . |
| Century Aluminum | Various roles | 2005 – 2018 | Long-term talent pipeline and cultural continuity across cycles . |
External Roles
- Not disclosed in filings reviewed. (No external directorships or outside roles for Calloway are listed in the latest proxy.)
Fixed Compensation
- Century’s framework: base salary reviewed annually vs. peers; no employment agreements for executive officers (flexibility to adjust annually). Named executive salaries and increases are disclosed, but Calloway was not an NEO in 2024, so his individual salary is not reported .
- Company emphasizes significant at‑risk pay for executives (equity and incentives), with cash base constituting the only fixed principal component .
Performance Compensation
2024 Annual Incentive Plan (AIP) Structure and Outcomes (Company-wide design)
| Element | Detail | Source |
|---|---|---|
| Weighting | 70% Financial/Operational/Safety (FOS) metrics; 30% Individual performance criteria | |
| Payout Range | 0%–200% of target; straight-line between points; below threshold = 0% | |
| 2024 FOS Result | 106% of target (reflects strong ops and execution) | |
| Individual Assessments | CEO at 180%; other NEOs ranged 33%–170% of target |
- FOS metrics include safety and operational efficiency measures (e.g., controllable costs, shipment volume); specific numeric thresholds/targets were indexed due to competitive sensitivity .
Long-Term Incentive Plan (LTIP) Design
| Feature | Detail | Source |
|---|---|---|
| Award Mix | PSUs and TVSUs with 3-year cliff vesting (Dec 31, 2026 for 2024–2026 cycle) | |
| Weighting | CEO: 60% PSU/40% TVSU; other NEOs: 50% PSU/50% TVSU | |
| PSU Metric | Relative TSR vs. Industry Peer Group (Alcoa, Norsk Hydro, Aluminum Corp. of China, Rusal) with 50% payout from 2‑year TSR and 50% from 3‑year TSR; Strategic Objective Modifier ±30 pp at committee discretion | |
| PSU Curve | Threshold: 50% of industry peer average TSR = 0%; Target: 100% = 100%; Max: 150% = 200% (linear interpolation) | |
| Recent PSU Outcome | 2022–2024 PSUs vested at 145.6% of target (2‑yr TSR 95.6% → 91.2% payout; 3‑yr TSR 163.8% → 200% payout; no strategic modifier applied) |
Equity Ownership & Alignment
| Policy/Item | Detail | Source |
|---|---|---|
| Executive Stock Ownership Guidelines | Fixed-share guidelines; Senior Vice Presidents: 18,000 shares to be reached within 5 years of promotion | |
| Hedging/Pledging | Prohibited: no short sales, pledging, margin accounts, or hedging (e.g., collars, swaps) | |
| Clawback | Incentive Compensation Recoupment Policy (Nasdaq/SEC compliant): restatement-based recovery; discretionary recovery for fraud/misconduct | |
| Insider Trading Policy | Comprehensive policy filed as 10‑K exhibit; structured trading windows and controls |
Recent insider activity:
- A Form 4 for Kenneth L. Calloway was filed for a transaction dated September 19, 2025 (issuer: Century Aluminum Company). Analysts should review the filing details to evaluate whether the transaction represents sales tied to vesting or discretionary selling and to assess any ongoing selling pressure .
Employment Terms
| Topic | Detail | Source |
|---|---|---|
| Employment Agreements | Company states it does not have employment agreements with NEOs; executive officers are at-will. Individual tiering for severance is determined by the Executive Severance Plan; Calloway’s tier is not disclosed in the proxy | |
| Executive Severance Plan (general) | Provides severance for certain “without cause” terminations, death/disability, and change‑in‑control scenarios; double‑trigger for CIC; plan defines Acquisition and Change in Control protection periods | |
| CIC Multiples | Tier 1: 2.0x (salary+target bonus) + pro‑rata bonus; Tier 2: 1.5x; Tier 3: 1.0x; outstanding LTIP paid at target on CIC-related termination | |
| Acquisition Multiples | Tier 1: 1.5x (salary+target bonus) + pro‑rata bonus; Tier 2: 1.0x; Tier 3: 0.5x; pro‑rata LTIP at target | |
| Non‑CIC Involuntary (Good reason/without cause) | Tier 1: 1.5x salary + pro‑rata AIP; Tier 2: 1.0x salary + pro‑rata AIP; Tier 3: 0.5x salary + pro‑rata AIP | |
| Equity on CIC (Plan Mechanics) | Double‑trigger vesting for substitute awards; if no substitute award is provided, time‑based awards vest and performance awards vest at target on CIC |
Company Performance Context (for incentive linkage)
| Measure | 2024 | Notes |
|---|---|---|
| Net Income ($mm) | 337 | Strong year; macro tailwinds and operational execution |
| Adjusted EBITDA ($mm) | 244 | Non‑GAAP; reconciliation provided |
| Production (tonnes) | 690,000 | Highest Sebree smelter volume in 5 years; expanded low‑carbon billet in Iceland |
Pay-for-performance alignment signals:
- 2024 AIP FOS metrics achieved at 106% of target; 2022–2024 PSUs vested at 145.6% based on relative TSR; 2024 say‑on‑pay approval about 85% .
Compensation Peer Groups and Benchmarks (governance context)
- Compensation peer group is a set of metals and industrial companies of comparable size; used to target pay levels at or near mid‑point, with adjustments for experience/roles .
- Industry Peer Group for TSR performance: Alcoa, Norsk Hydro, Aluminum Corp. of China, and Rusal (used for PSU relative TSR measurement) .
Risk Indicators & Governance Safeguards
- Hedging/pledging prohibited; ownership guidelines; clawback policy; annual compensation risk assessment found programs not likely to encourage excessive risk .
- Related-party oversight robust; Glencore transactions reviewed by independent directors/Audit Committee; Glencore holds ~42.9% as of April 21, 2025 .
Investment Implications
- Alignment: HR leadership role sits within a compensation architecture that is heavily at-risk and tied to FOS metrics and relative TSR; TVSUs/PSUs with 3‑year cliffs promote retention through cycles .
- Retention/pressure: Executive Severance Plan provides double‑trigger CIC protection with tiered multiples; stock ownership guideline for Senior VPs (18,000 shares) and anti‑hedging/pledging rules strengthen alignment; monitor Form 4 activity (Sep 19, 2025) for any emerging selling pressure around vesting events .
- Execution risk: Company‑level metrics indicate improving operations and relative TSR outperformance, but aluminum cyclicality and related‑party exposure (Glencore) remain key exogenous variables; compensation metrics (controllable costs, shipment volume, safety) are appropriately within management’s influence for the annual plan .