John Donelson
CENTRUS ENERGYAbout John Donelson
John M.A. Donelson, age 60, is Senior Vice President, Sales and Chief Marketing Officer of Centrus Energy (LEU) and has served in his current role since March 2019 after serving as VP, Sales and CMO since January 2018; he joined the company in July 1999 and progressed through multiple senior sales and marketing roles across North America and Europe . Company performance tied to his incentive plan in 2024 included revenue of $442 million, net income of $72.1 million (excluding pension evaluation) and gross profit of $111.5 million, alongside “continued strong share price performance” per the proxy, which drove annual incentive payouts at 167% of target for NEOs . Education was not disclosed in the latest proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centrus Energy/Predecessors | Senior Sales Executive | 1999–2000 | Commercial sales execution in North America |
| Centrus Energy/Predecessors | Director, North American Sales | 2000–2004 | Led regional sales; expanded customer coverage |
| Centrus Energy/Predecessors | Director, North American & European Sales | 2004–2005 | Extended sales leadership into Europe |
| Centrus Energy/Predecessors | VP, Marketing & Sales | 2005–2011 | Directed global marketing and sales strategy |
| Centrus Energy | VP, Marketing, Sales & Power | 2011–2017 | Led broader commercial portfolio including power |
| Centrus Energy | VP, Sales & Chief Marketing Officer | 2018–Mar 2019 | Elevated to executive marketing and sales leadership |
| Centrus Energy | SVP, Sales & Chief Marketing Officer | Mar 2019–Present | Executive officer with full commercial leadership |
External Roles
- Not disclosed for Mr. Donelson in the latest proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 355,865 | 355,865 | 355,865 |
| Target Annual Bonus ($) | Not disclosed | Not disclosed | 284,000 target; Threshold 177,500; Max 568,000 |
| All Other Compensation ($) | 39,411 | 45,342 | 49,599 (incl. $24,150 401(k) match and $25,449 life insurance premiums) |
Notes:
- Base salaries for 2024 set by CN&G: CEO $810,000; Donelson $355,856; CFO $300,000; GC $260,000 .
- Target bonus is presented as dollar amounts; percent not disclosed for Donelson .
Performance Compensation
Annual Cash Incentive (EIP – 2024)
| Category/Metric | Weighting | Target | Actual/Achievement | Payout for Category |
|---|---|---|---|---|
| Goal 1: Manage supply to maximize revenues/gross profit & position for enrichment; and originate new LEU business | 35% | Revenues contracts targets; New LEU origination targets | Revenue: $349.9MM (achievement 144%); New LEU origination $260.6MM at target margin (achievement 200%) | Overall Goal 1 score: 176% (weighted avg 62%) |
| Goal 2: Progress towards reestablishing Centrus as an enricher; OSHA safety hours | 25% | DOE awards thresholds and safety thresholds | DOE awarded both HALEU contracts and LEU RFP (200%); Safety 502k hours without DART (200%); Technical Solutions revenue threshold not achieved (0%) | Overall Goal 2 score: 160% (weighted avg 40%) |
| Goal 3: Financial goals (Revenue, Cash, Net Income) & maintain corporate structure | 40% | Revenue $439MM target; Cash $207MM target; Net income $55MM target | Revenue $442MM (111%); Cash $226.4MM excl. capital raise (192%); Net income $72.1MM excl. pension evaluation (200%) | Overall Goal 3 score: 165% (weighted avg 66%) |
| Corporate Goals Achievement Percentage | — | 100% | 167% certified by CN&G (paid Feb 2025) | 167% |
| Donelson Annual Incentive ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation (actual cash bonus) | 272,557 | 230,601 | 461,085 (paid Feb 2025 for 2024) |
Long-Term Incentive Programs (LTIP – PSUs)
| LTIP Cycle | Grant / Units | Performance Metric | Vesting | Status |
|---|---|---|---|---|
| 2022–2024 | PSUs granted in 2022 (shares included in 2022 Stock Awards) | 3-year cumulative net income | Vests at end of period; payout in 2025 | CN&G determined net income goal met; to settle in Class A common stock at vest date |
| 2023–2025 | PSUs granted 2023 | 3-year cumulative net income | End of 2025; potential payout in 2026 | In flight; subject to threshold |
| 2024–2026 | PSUs granted Mar 13, 2024: 3,068 units; grant date fair value $118,622 at $38.67/share | 3-year cumulative net income | Vests Mar 13, 2027 subject to performance and continued employment | In flight |
| 2025–2027 | PSUs approved Feb 5, 2025 | 3-year cumulative net income | End of 2027; potential payout in 2028 | In flight |
Stock Vested – FY 2024
| Metric | FY 2024 |
|---|---|
| Shares acquired on vesting (#) | 3,278 |
| Value realized on vesting ($) | 126,760 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 21, 2025) | 3,732 shares; <1% of Class A |
| Unvested PSUs at Dec 31, 2024 | 9,365 units; market value $623,803 at $66.61/share |
| Options outstanding | None (no options) |
| Shares pledged as collateral | Prohibited by policy; hedging and pledging prohibited for directors/executives |
| Stock ownership guidelines | NEOs must hold stock equal to at least 1× annual base salary; must retain 50% of shares from awards until target met; applies to awards after 2021; first affected grants in 2024 |
| Clawback policy | Adopted Aug 3, 2023; recover incentive compensation upon restatements per SEC/NYSE rules; no recoupment actions to date |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control Agreement | Double-trigger; lump sum 2× (base salary + bonus, defined as greater of target or 3-year average); continuation of life/health insurance for 2 years; must comply with non-compete, non-solicit, and confidentiality during term and “Covered Period” |
| Severance (Executive Severance Plan) – Illustrative Values at 12/31/2024 | Involuntary not-for-cause termination: cash severance $677,279; continuing benefits $55,670; equity awards $381,209 (assuming performance goals achieved); retirement plans value continues per plan . Change-in-control termination: cash severance $1,354,559; continuing benefits $111,339; equity awards $381,209; retirement plans $1,730,873 . |
| Retirement Eligibility | Eligible for early or normal retirement as of Dec 31, 2024; has not retired |
| Pension Benefits (present value at 12/31/2024) | Centrus Pension Plan: $661,450; Pension Restoration Plan: $954,258; years credited service: 29.5; plans frozen since 2013 |
| Employment agreement | No individual employment agreement disclosed for Donelson (only CEO has one) |
| Tax gross-ups | Company does not provide excise tax gross-ups |
| Clawback | Company-wide clawback under 2014 Plan and SEC/NYSE rules |
Compensation Structure Analysis
- Increased at-risk pay: Approximately 54% of total compensation for executives is “at risk” tied to company performance and stockholder returns; 2024 annual incentive paid at 167% due to outperformance on corporate goals .
- Shift to performance equity: Since 2022, LTIP is 100% performance-based RSUs with overlapping 3-year periods and net income thresholds; 2024 and 2025 LTIPs continue this design, increasing pay-for-performance alignment .
- Governance safeguards: Double-trigger CIC, clawback policy, and hedging/pledging prohibitions reduce misalignment risks .
- Ownership expectations: NEO stock ownership guidelines require at least 1× base salary; 50% post-vesting retention until compliant; enhances alignment, though individual compliance status is not disclosed .
Risk Indicators & Red Flags
- Potential retirement overhang: Eligibility for early or normal retirement as of 12/31/2024 could create succession/retention risk for the sales franchise .
- Equity overhang and upcoming vest date: 9,365 unvested PSUs with a vest date in March 2027 may create eventual selling pressure at settlement; hedging/pledging are prohibited, which mitigates some risk .
- No excise tax gross-ups and use of double-trigger CIC reduce shareholder-unfriendly optics .
Multi-Year Compensation Summary (NEO)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 355,865 | 355,865 | 355,865 |
| Stock Awards (grant-date fair value) | 118,624 | 118,578 | 118,622 |
| Non-Equity Incentive (Annual Award) | 272,557 | 230,601 | 461,085 |
| All Other Compensation | 39,411 | 45,342 | 49,599 |
| Total | 786,457 | 750,386 | 985,171 |
Equity Awards and Vesting Detail (as of Dec 31, 2024)
| Award Type | Unvested Units (#) | Market Value ($) | Notes |
|---|---|---|---|
| Equity Incentive Plan Awards (PSUs) | 9,365 | 623,803 (at $66.61/share) | Includes overlapping LTIP cycles, vests subject to cumulative net income |
| RSUs/PSUs Vested in FY 2024 | 3,278 | 126,760 | Value realized on vesting |
| 2024 Grant (PSUs) | 3,068 | 118,622 grant-date fair value at $38.67/share; vests Mar 13, 2027 |
Performance & Track Record
- Commercial leadership: Two-plus decades advancing from regional sales leadership to SVP Sales & CMO, overseeing North American and European sales and broader marketing/power portfolios .
- 2024 company performance: Revenue $442M; net income $72.1M (excl. pension evaluation); gross profit $111.5M; DOE awards for HALEU, LEU, and deconversion; backlog grew to $3.7B through 2040; noted “continued strong share price performance” .
- Incentive outcomes: CN&G certified corporate goals at 167% of target for Annual Awards, reflecting above-target performance across commercial and financial metrics .
Employment & Contracts
| Item | Details |
|---|---|
| Start date at company | July 1999 (Senior Sales Executive); continuous progression to SVP |
| Years in current role | Since March 2019 |
| Contract term/auto-renewal | No individual employment agreement disclosed for Donelson; change-in-control agreement in place with automatic renewal but company can terminate prior to a change in control with sufficient notice |
| Non-compete/Non-solicit | Required under CIC agreements during term and 2-year Covered Period |
| Garden leave/consulting | Not disclosed |
| Severance/change-in-control economics | See Severance (Executive Severance Plan) and CIC terms above |
Governance & Policies Relevant to Alignment
- Clawbacks: 2014 Plan recovery language and formal clawback policy (Aug 3, 2023) for erroneous incentive compensation .
- Hedging/Pledging: Prohibited for directors and executives .
- Ownership guidelines: 1× salary for NEOs; 50% post-vesting retention until target met .
Investment Implications
- Strong pay-for-performance design: Annual cash tied to multi-metric corporate goals and LTIPs based 100% on 3-year cumulative net income align Donelson’s incentives with revenue, profitability and stockholder returns; 2024 overachievement suggests payout sensitivity to operational execution .
- Retention risk: Retirement eligibility and sizable pension values could raise medium-term succession risk in sales leadership; double-trigger CIC reduces abrupt exit incentives, but watch for signs of transition .
- Selling pressure: While hedging/pledging are prohibited, unvested PSUs across 2023–2025 and 2024–2026 cycles (9,365 units total at YE 2024; 2024 grant vests Mar 13, 2027) imply potential settlement-related supply in out years; ownership guidelines partially mitigate near-term sales .
- Governance quality: Double-trigger CIC, clawbacks, and no excise tax gross-ups indicate shareholder-friendly structures and lower governance red-flag risk .