Wilhelm van Jaarsveld
CENTURY ALUMINUMAbout Wilhelm van Jaarsveld
Independent director at Century Aluminum (CENX) since 2017; age 40; non‑independent due to Glencore affiliation. Background includes Asset & Investment Manager in Glencore’s Aluminum & Alumina Department (since Jul 2017) and prior roles as Asset Controller/Financial Analyst at Glencore (2012–2017). Appointed pursuant to the 2008 Standstill and Governance Agreement granting Glencore designation rights; Swiss resident and South African native, bringing metals industry and international perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glencore plc | Asset & Investment Manager, Aluminum & Alumina Dept. | Jul 2017–present | Metals/aluminum portfolio oversight; strategic perspective to CENX board |
| Glencore plc | Asset Controller / Financial Analyst | Jul 2012–Jun 2017 | Financial analysis and asset control; supports commodity/operations expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Glencore plc | Employee (not a Glencore director) | 2012–present | Designated to CENX board under Glencore-CENX Standstill & Governance Agreement |
Board Governance
- Independence: Non‑independent; Glencore designee under 2008 Standstill & Governance Agreement .
- Committees: None (no committee assignments) .
- Board meetings: The Board met 4 times in 2024; directors had 100% attendance at Board and at their respective committee meetings; all directors attended the 2024 annual meeting .
- Independent director executive sessions: Independent directors met in executive session 4 times in 2024 .
Fixed Compensation
| Year | Fees Earned (Cash) | Equity (TVSUs) Grant-Date Fair Value | Total |
|---|---|---|---|
| 2024 | $0 (waived) | $0 (waived) | $0 |
- Policy context: For 2024, non‑employee director program included $45,000 annual cash retainer; $100,000 for independent chair; $12,500 audit chair; $10,000 other chair; $125,000 annual TVSUs; meeting fees $2,000 ($3,000 for audit/comp chairs). Mr. van Jaarsveld waived all compensation and expense reimbursement for 2024 .
Performance Compensation
| Component | Grant Details | Vesting | Amount |
|---|---|---|---|
| TVSUs (director equity) | None (waived) | N/A | $0 |
| Options/SARs | None granted to directors in 2024 | N/A | $0 |
| Performance metrics | Director pay has no performance metrics; equity is time‑vested for others (not applicable to Mr. van Jaarsveld) |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Exposure | Notes |
|---|---|---|---|
| Glencore AG/Glencore plc | Largest shareholder in CENX (42.9%); Mr. van Jaarsveld is Glencore employee and CENX director | Structural interlock via board designation rights; extensive commercial ties | Glencore beneficial ownership 40,038,031 shares; designation right under 2008 Standstill & Governance Agreement |
| Glencore (commercial) | Related‑party customer/supplier | Revenue and procurement concentration | 2024 net sales to Glencore $1,312.1m (≈59.1% of consolidated sales); purchases $277.9m; forward sales contracts settled; alumina and raw materials agreements |
| Glencore facilities/financing | Creditor/counterparty | Balance sheet/working capital exposure | $90m Vlissingen facility (amended Oct 1, 2024; $10m outstanding YE 2024); structured carbon credit repurchase agreements at Grundartangi |
Expertise & Qualifications
- Metals/aluminum commodity and operations experience (Glencore) with financial analysis background; international perspective as Swiss resident and South African native .
- CENX board skills matrix emphasizes mining/metals, global business, audit/finance, risk oversight, health/safety/sustainability; his background aligns with industry/operations dimensions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Wilhelm van Jaarsveld | — (none disclosed) | * (<1%) | Footnote excludes Glencore’s holdings for which he is an asset manager; not counted as his beneficial ownership |
| Director stock awards outstanding (12/31/2024) | — | — | No TVSUs or deferred stock awards outstanding |
- Director ownership guidelines: Independent directors are expected to hold 25,000 shares within five years; guideline is a fixed share count due to aluminum price volatility. Mr. van Jaarsveld is non‑independent and waived compensation; equity grants are not provided to non‑independent directors per board policy to avoid increasing affiliated ownership .
Governance Assessment
-
Strengths
- 100% attendance at Board and committee meetings (Board level), and participation in annual meeting; consistent engagement .
- Clear related‑party transaction governance: all Glencore transactions reviewed by independent directors (separate from Board) or Audit Committee per policy; quarterly reporting of pre‑approved items .
- Robust insider policies (no short sales, hedging, margin, pledging) and clawback policy covering incentive compensation, applicable to directors and officers; enhances investor protections .
- Waiver of all director compensation (cash and equity) reduces direct pay conflicts and avoids equity alignment with affiliated stockholder .
-
Risks and Red Flags
- Non‑independent director designated by and employed at Glencore; structural conflict risk given Glencore’s 42.9% ownership and material related‑party revenue/purchases (≈59.1% of sales; $1,312.1m sales; $277.9m purchases in 2024) .
- Credit and transactional exposure to Glencore (Vlissingen $90m facility; carbon credit agreements), raising counterparty and financing concentration risks .
- No committee memberships (including Audit/Comp/Governance/HSS), limiting direct accountability within committee processes; influence may occur via board‑level deliberations rather than formal committee oversight .
-
Mitigants
- Independent board chair and fully independent Audit, Compensation, Governance & Nominating, and Health/Safety/Sustainability committees; independent directors meet regularly in executive session .
- Explicit double‑trigger change‑in‑control protections and anti‑repricing provisions in equity plans; minimum vesting standards limit opportunistic grant timing (board‑wide governance, not director‑specific) .
Notes on Attendance and Engagement
| Item | 2024 Detail |
|---|---|
| Board meetings held | 4 |
| Director attendance | 100% at Board and relevant committees |
| Independent director executive sessions | 4 |
| Annual meeting attendance | All directors attended |
Related Party Transactions (Exposure Summary)
| Counterparty | 2024 Net Sales | 2024 Purchases | Financing/Other |
|---|---|---|---|
| Glencore | $1,312.1m | $277.9m | Vlissingen $90m facility (10.0m outstanding YE 2024); carbon credit repurchase agreements; forward sales contracts settled in 2024 |
Director Compensation Structure (Program Reference)
| Element | Amount |
|---|---|
| Annual cash retainer | $45,000 |
| Independent chair retainer | $100,000 |
| Audit chair | $12,500 |
| Other committee chair | $10,000 |
| Annual equity (TVSUs) | $125,000 |
| Meeting fees | $2,000 (chairs $3,000 for audit/comp) |
- Mr. van Jaarsveld waived all elements and expense reimbursement for 2024 .
Insider Trades and Section 16 Compliance
- Beneficial ownership: none reported for Mr. van Jaarsveld; footnote clarifies exclusion of Glencore’s holdings .
- Section 16(a) compliance: company states directors/officers complied in 2024 except one late filing by the CEO; no exceptions noted for Mr. van Jaarsveld .
Employment & Contracts
- Board appointment pursuant to the 2008 Standstill and Governance Agreement granting Glencore designation rights for a nominee acceptable to Century .
Change-in-Control and Clawbacks (Board-wide Policies)
- Incentive Compensation Recoupment Policy (clawback) applies to executives; board insider policy prohibits pledging/hedging/margin accounts for directors/officers .
- Equity plan features: one‑year minimum vesting, double‑trigger vesting on change‑in‑control, no repricing without shareholder approval (plan-wide governance) .
Overall governance signal: van Jaarsveld functions as a Glencore‑affiliated director with no committee roles and no company compensation/equity; conflict oversight is formalized via independent director review of Glencore transactions. Investor focus should monitor volume/pricing of related‑party dealings, financing terms, and the efficacy of independent oversight processes given Glencore’s ownership and commercial concentration .