Amir Vexler
CENTRUS ENERGYAbout Amir Vexler
Amir V. Vexler, age 51, became President and CEO of Centrus Energy (LEU) on January 1, 2024 and joined the Board as a director; he was a Special Advisor to the Board starting December 4, 2023 and his CEO employment agreement is effective November 16, 2023 . He holds a BASc in Mechanical Engineering (University of Toronto) and an MBA (Wilfrid Laurier University), with prior leadership in nuclear fuel manufacturing and commercial operations including CEO roles at Orano USA and GE/Hitachi’s Global Nuclear Fuel . 2024 performance context: revenue $442 million, net income $73.2 million, backlog grew to $3.7 billion through 2040, and 545 kg of HALEU delivered under DOE contracts; the company noted “continued strong share price performance” and selected revenue as the pay-versus-performance anchor measure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orano USA | President & CEO | Not disclosed | Led U.S. nuclear fuel sales, decommissioning, used fuel management, medical isotopes, and federal engineering/technology services . |
| Global Nuclear Fuel (GE-Hitachi JV) | CEO, Chairman, COO | Not disclosed | Leadership across manufacturing and fuel services; 20 years at GE in multiple leadership positions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current other public company directorships disclosed in the proxy . |
Fixed Compensation
| Element | 2024 | Notes |
|---|---|---|
| Base Salary | $810,000 | Set in CEO employment agreement effective Nov 16, 2023; reviewed annually by CN&G . |
| Target Annual Bonus (%) | 100% of base | Range 0–125% based on company goals; company may pay up to 10% in fully vested Class A shares . |
| Actual Annual Bonus Paid | $1,352,700 | CN&G certified 167% payout of target for 2024 corporate goals; paid Feb 2025 . |
| All Other Compensation | $24,953 | Includes $24,150 401(k) match and $803 life insurance . |
| Commuting Stipend | $1,500 per month for 12 months | As provided in employment agreement. |
Performance Compensation
Annual Incentive Plan – 2024 Corporate Goals and Outcomes
| Metric Category | Weight | Threshold–Target–Max | Actual | Payout for Category |
|---|---|---|---|---|
| Manage remaining firm supply to maximize revenues/gross profit; originate new LEU business | 35% | Revenue contracts: $325MM–$342MM–$360MM; New LEU originations: $160MM–$200MM–$240MM | Revenue $349.9MM (144% of sub-goal) and Originations $260.6MM (200%) | 176% (weighted average 62% of total) |
| Re-establish Centrus as an enricher; DOE awards; safety | 25% | Submit compliant bid–DOE HALEU award(s); OSHA DART hours 250K–300K–400K | Achieved max: DOE awarded HALEU and LEU RFP; 502K hours without DART (200%) | 160% (weighted average 40% of total) |
| Achieve financial goals: revenue, cash, net income (ex-items) | 40% | Revenue $421MM–$439MM–$467MM; Cash $186MM–$207MM–$228MM; Net income $44MM–$55MM–$65MM | Revenue $442MM (111%); Cash $226.4MM ex capital raise (192%); Net income $72.1MM ex pension eval (200%) | 165% (weighted average 66% of total) |
| Overall Corporate Goals Achievement | — | — | Weighted average score 167% | Annual awards paid at 167% in Feb 2025 |
Long-Term Incentives – 2024 Grants and Vesting
| Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Jan 1, 2024 | RSUs (CEO RSUs) | 20,000 | Valued at $54.41/share | 4,000 RSUs vest each Dec 4, 2024–2028; contingent on DOE Q clearance (satisfied) and continued employment . |
| Mar 13, 2024 | PSUs (performance RSUs) | 6,982 | Valued at $38.67/share | Vest on Mar 13, 2027, subject to cumulative net income threshold and continued employment . |
| Policy | Equity award design | — | — | 2024 LTI for executives comprised 100% performance-based RSUs with overlapping three-year periods; no stock options granted in 2024 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 21, 2025) | 2,196 shares (Class A); <1% outstanding . |
| Unvested Equity at FY 2024 | 22,982 unearned shares; market value $1,530,831 at $66.61 closing price . |
| 2024 RSU Vesting | 4,000 shares vested; value realized $306,200 . |
| Stock Ownership Guidelines | CEO must hold stock ≥ 2x base salary; must retain ≥50% of shares from awards until in compliance; guidelines apply to awards from 2024 onward . |
| Hedging/Pledging | Prohibited for directors/executives; company policy filed with 10-K; short sales and hedging instruments disallowed . |
| Clawbacks | Equity plan clawback for misconduct-related restatements; Dodd-Frank 10D-compliant policy (Aug 3, 2023) for restatements; no recoupments to date . |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Effective Date | November 16, 2023 . |
| Base Salary | $810,000; annual review by CN&G . |
| Annual Bonus | Target 100% of base; payout range 0–125%; up to 10% paid in stock . |
| LTI Eligibility | Target award 33% of base salary under EIP . |
| Severance (No Cause or Good Reason) | Cash equal to base + target bonus; 12 months of medical/dental/vision or until COBRA ends or other coverage obtained . |
| Change-in-Control (Double Trigger) | Lump sum 2x (base + bonus—greater of target or 3-year average); 2 years continuation of life/health benefits; requires compliance with non-compete/non-solicit/confidentiality during term and Covered Period . |
| No Excise Tax Gross-up | Company does not provide 280G gross-ups . |
| Insider Trading Policy | Prohibits hedging/pledging; codified policy filed with 10-K . |
Potential Payments Upon Termination (as of FY-end 12/31/2024)
| Scenario | Severance Cash | Equity Awards | Continuing Benefits | 280G Gross-up |
|---|---|---|---|---|
| Voluntary resignation | — | — | — | — |
| Retirement | — | $124,161 | — | — |
| Involuntary (Not for Cause) | $1,620,000 | $1,189,921 | $22,476 | — |
| For Cause | — | — | — | — |
| CIC + Involuntary/Good Reason | $3,240,000 | $1,189,921 | $44,952 | — |
| Death | — | $124,161 | — | — |
| Disability | — | $124,161 | — | — |
Board Governance
- Director since 2024; currently serves on the Board and Executive Committee; the Chairman is Mikel H. Williams; other committees have independent directors with named chairs .
- Independence: Vexler is not independent under NYSE American standards; the Board maintains a majority of independent directors and holds regular executive sessions of non-management directors presided over by the Chairman .
- Attendance: The Board held 12 meetings in 2024; all directors attended at least 75% of Board and committee meetings .
Director Compensation (for context)
- Non-employee director structure: $72,000 cash retainer; $100,000 RSU grant; committee chair/member fees vary by committee .
- As CEO, Vexler does not receive additional compensation for Board service .
Performance & Track Record
- 2024 financial and commercial highlights: revenue $442M; net income $73.2M; unrestricted cash $671M; DOE awards for HALEU/LEU and deconversion; 545 kg HALEU delivered; backlog $3.7B to 2040; noted strong share price performance .
- Pay vs Performance framework: revenue designated as the company-selected measure linking compensation to performance .
- Say-on-pay support: 97% approval at 2024 annual meeting; next vote scheduled for 2026 .
Compensation Structure Analysis
- Mix and risk: At target, ~54% of executive pay is “at risk,” tied to company performance; annual incentives capped and based on multiple balanced metrics; no stock options granted in 2024; clawbacks in place .
- 2024 program changes: Structure unchanged; long-term incentives entirely equity with performance-based threshold; overall 2024 goals achieved above target leading to 167% bonus payout .
- Ownership alignment: CEO guideline 2x salary and 50% post-vest holding until compliance; hedging/pledging prohibited .
Equity Ownership & Alignment (Detail Table)
| Metric | Value |
|---|---|
| Shares Beneficially Owned (Apr 21, 2025) | 2,196; <1% of Class A . |
| Unvested Awards (Dec 31, 2024) | 22,982 unearned shares; $1,530,831 market value at $66.61 . |
| 2024 RSUs Vested | 4,000 shares; $306,200 value . |
| Stock Ownership Guideline | 2x base salary; 50% hold until compliance . |
| Hedging/Pledging Status | Prohibited by policy . |
Employment Contracts, Severance, and Change-of-Control Economics
- Employment agreement is at-will (continues until terminated), with severance equal to base + target bonus for no-cause or good reason; 12 months of health benefits; specific provisions for security clearance failure include six months salary/benefits .
- Change-in-control agreement provides double-trigger protection with 2x cash multiple and two years of benefits; requires non-compete/non-solicit/confidentiality compliance to receive benefits; no excise tax gross-ups .
Investment Implications
- Pay-for-performance alignment is strong: multi-metric corporate plan and 100% performance-based LTI for executives, with 2024 overachievement translating to 167% bonus payout; the CEO’s mix includes significant equity with multi-year vesting, supporting retention .
- Near-term selling pressure risk from vesting appears contained: annual 4,000 RSU vesting cadence through 2028 and performance RSUs cliff-vesting in 2027; hedging/pledging prohibitions mitigate alignment risks; ownership guidelines enforce progressive accumulation .
- Downside protection for the CEO via severance and CIC terms is standard, but double-trigger design and absence of gross-ups are shareholder-friendly; quantified termination tables help frame worst-case cash/equity obligations .
- Dual role governance: Vexler is not independent; however, independent director majority, chaired executive sessions, and committee independence (including CN&G) provide checks; investors should monitor any future changes to board leadership structure .