Tamla Olivier
CENTURY ALUMINUMAbout Tamla Olivier
Tamla A. Olivier (age 52) has served as an independent director of Century Aluminum Company since 2023. She is currently Senior Vice President and Chief Operating Officer of Pepco Holdings, Inc., a wholly owned subsidiary of Exelon Corporation. Her background spans senior operating roles in regulated utilities and prior leadership positions in customer operations and home services; the Board cites her expertise in human resources, sustainability, safety and change management, and deep understanding of U.S. power markets as core credentials. The Board has determined she is independent under Nasdaq and SEC rules (also ISS “Independent Outside”), and the company reported 100% director and committee meeting attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pepco Holdings, Inc. (Exelon) | Senior Vice President & Chief Operating Officer | Nov 2021–present | Direct P&L operating leadership in regulated utility operations (relevant for power procurement oversight at CENX) . |
| Baltimore Gas & Electric (Exelon) | Senior Vice President & Chief Customer Officer | Jan 2020–Nov 2021 | Customer operations leadership; safety and change management focus . |
| Constellation / BGE Home / Constellation Home | Senior Vice President; President & CEO (BGE Home and Constellation Home) | Oct 2016–Jan 2020 | Led capital-intensive service businesses; operational and sustainability alignment . |
| T. Rowe Price; United Defense; Wells Fargo | Leadership roles of increasing responsibility | Prior to 2016 | Earlier-stage finance/industrial roles (no dates provided) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pepco Holdings, Inc. (Exelon) | Senior Vice President & Chief Operating Officer | Nov 2021–present | Operating executive role; not disclosed as a public company directorship . |
Board Governance
- Independence: The Board determined Ms. Olivier is independent under Nasdaq and SEC rules and qualifies as an ISS “Independent Outside” director .
- Board leadership: Century maintains an independent Chairman structure (Chair: Andrew Michelmore); independent directors held four executive sessions in 2024 .
- Attendance: Board and all committees reported 100% attendance in 2024 .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 8 | 100% |
| Compensation | Member | 5 | 100% |
| Governance & Nominating | Member | 4 | 100% |
| Health, Safety & Sustainability | Member | 5 | 100% |
Governance quality notes:
- Fully independent Audit, Compensation, and Governance & Nominating Committees .
- Anti-hedging and anti-pledging policy applies to directors; short sales, hedging, margin, and pledging are prohibited .
- Related party transactions are reviewed by the Audit Committee or independent directors; Glencore transactions receive independent director review .
Fixed Compensation
Program structure for non-employee directors (2024):
| Element | Amount |
|---|---|
| Annual Cash Retainer | $45,000 |
| Independent Chairman Retainer | $100,000 |
| Audit Committee Chair Retainer | $12,500 |
| Other Committee Chair Retainer | $10,000 |
| Annual Equity Award (TVSUs) | $125,000 |
| Meeting Fees | $2,000 per Board/Committee meeting; $3,000 for Audit/Comp Chairs per meeting |
Ms. Olivier – 2024 compensation (as reported):
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $109,000 |
| Stock Awards (grant-date fair value) | $125,210 |
| Total | $234,210 |
Performance Compensation
Directors do not receive performance-based equity; annual equity is time-vested stock units (TVSUs).
| Grant | Details |
|---|---|
| 2024 Annual TVSU Grant | 7,070 units; grant date June 3, 2024; grant-date fair value $125,210 based on closing price $17.71; vests on the earlier of one-year anniversary or next annual meeting . |
| Options/PSUs | None for directors; annual director equity is time-vested TVSUs . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Olivier . |
| Committee roles at other public companies | None disclosed . |
| Interlocks/shared directorships with customers/suppliers/competitors | None disclosed; related-party transactions are primarily with Glencore and overseen by independent directors . |
Expertise & Qualifications
- Utilities operations and U.S. power market expertise with direct P&L oversight, relevant to Century’s electricity-intensive smelting operations .
- Functional expertise in human resources, sustainability, safety, and change management; contributes to HSS oversight .
- Executive leadership in capital-intensive businesses; governance contribution across Audit, Compensation, Governance & Nominating, and HSS committees -.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Apr 21, 2025) | 21,895 shares; includes 7,070 unvested TVSUs vesting June 16, 2025; less than 1% of shares outstanding . |
| Outstanding director stock awards | 7,070 unvested TVSUs as of Dec 31, 2024 . |
| Director stock ownership guideline | 25,000 shares within 5 years of election; company states each independent director holds at least the minimum or is within the 5-year compliance window . |
| Compliance status | Below 25,000 threshold today but within five-year window (director since 2023) . |
| Hedging/pledging | Prohibited by policy; no pledging disclosed . |
Governance Assessment
Key positives
- Broad committee service (Audit, Compensation, Governance & Nominating, HSS) with 100% attendance signals high engagement and board effectiveness -.
- Deep utility operations and safety/sustainability experience align to core operational risks (power procurement, HSS) at an aluminum smelter; strengthens board oversight of key risk domains .
- Independence confirmed; robust governance practices include independent chair, executive sessions, ownership guidelines, and strict anti-hedging/pledging policies .
Watch items
- Ownership alignment: beneficial ownership (21,895 shares) is below the 25,000-share guideline but within the allowed five-year compliance window for a 2023 appointee; monitor progression to guideline .
- Company-level related-party exposure to Glencore (59.1% of 2024 sales) underscores the importance of robust independent oversight; Ms. Olivier’s roles on Audit and Governance committees are relevant mitigants; no related-party transactions involving Ms. Olivier disclosed .
Additional signals
- Say-on-pay support of ~85% in 2024 suggests neutral-to-positive investor sentiment on compensation governance; Ms. Olivier serves on the Compensation Committee .
- Section 16 compliance: the company reports compliance by directors and officers with one exception (CEO late Form 4); no exceptions indicated for Ms. Olivier .
Appendix: Company-Level Context Relevant to Governance Oversight
- Independent Chairman structure; independent directors held four executive sessions in 2024 .
- Audit Committee held 8 meetings; Compensation 5; Governance & Nominating 4; HSS 5 in 2024 -.
- Related-party policies require Audit Committee or independent director review; Glencore transactions (sales, purchases, financing arrangements) are reviewed by independent directors -.