Todd Tinelli

About Todd Tinelli

Todd M. Tinelli, age 45, was appointed Senior Vice President, Chief Financial Officer, and Treasurer of Centrus Energy (LEU) effective August 11, 2025, after two decades of energy finance and operations roles at Sprague Resources LP and Hartree Partners LP; he holds a BS in Finance (Accounting concentration) from Sacred Heart University and an MBA from Western Connecticut State University . In his first quarter as CFO, he certified the company’s Q3 2025 10-Q and signed Centrus’ automatic shelf registration (S-3ASR) and an ATM program, reflecting active capital markets execution during a balance sheet expansion with zero-coupon converts . For performance context, Centrus’ revenue grew from $294M in FY2022 to $442M in FY2024; EBITDA remained positive over the period (see table; EBITDA values from S&P Global)*.

Past Roles

External Roles

No public company directorships or external board roles disclosed .

Fixed Compensation

• Compensation terms (base salary, target bonus) for Mr. Tinelli were not disclosed in his appointment 8-K; he is entering Centrus’ standard change-in-control agreement and indemnification agreement, with continued employment contingent on obtaining a DOE “Q” clearance within 18 months .
• For context, the prior CFO’s 2024 Annual Award target under Centrus’ plan was $240,000 (80% of $300,000 base), suggesting CFO-level target bonus historically at ~80% of base; this is not a disclosure for Mr. Tinelli specifically .

Performance Compensation

Long-term equity awards and annual incentives are determined under Centrus’ Executive Incentive Plan (EIP): annual cash goals with 0–200% payouts and overlapping three-year performance RSUs that vest only if a cumulative net income threshold is achieved .

• Initial equity on hire (reported on Form 4, 8/13/2025):
  • 456 Class A shares granted and immediately vested on first day of employment (150 shares withheld for taxes) .
  • 1,369 RSUs granted; vest in equal annual installments on each August 11 from 2026 through 2028; one RSU equals one share at vest .

Centrus 2024 Corporate Goals (illustrative of plan design; applied company-wide)

Equity Ownership & Alignment

Vesting schedule triggers to monitor (insider selling pressure): annual RSU installments each August 11 (2026–2028) could create periodic liquidity events upon settlement, subject to retention requirements .

Employment Terms

• Appointment and clearance: Employment effective Aug 11, 2025; must obtain DOE “Q” security clearance within 18 months; standard indemnification and change-in-control (CIC) agreements to be executed .
• Severance plan (revised Mar 5, 2025): On termination without cause (outside CIC), covered executives receive 1x base salary lump sum, medical/dental for one year, and may receive a pro rata bonus at CEO/CN&G discretion; outplacement provided .
• CIC agreements (double trigger): If terminated without cause or resign for good reason within 3 months before to 3 years after a CIC, cash lump sum equal to 2x (base salary + bonus), plus up to two years of life/health benefits; requires compliance with non-compete, non-solicit, and confidentiality during term and “Covered Period” .
• Clawbacks: Equity plan clawback for misconduct-related restatements; Dodd-Frank 10D-compliant clawback policy (adopted Aug 3, 2023) mandates recovery of erroneously awarded incentive comp following accounting restatements .
• Insider trading policy: Prohibits hedging and pledging; governs trading windows and compliance .

Performance & Track Record (early tenure signals)

• Capital markets execution: As CFO and principal financial officer, Mr. Tinelli signed Centrus’ Q3 2025 10-Q, an S-3ASR shelf, an ATM equity program 8-K and sales agreement, and multiple 8-Ks related to a $700–$805M 0% convertible senior notes due 2032 offering, reflecting proactive liquidity and balance sheet strategy .
• Commercial/risk backdrop: DOE granted import waivers for 2026–2027 Russian LEU deliveries, reducing near-term supply risk; CFO signed the 8-K notice .
• Company trajectory: Revenue rose to $442M in 2024; backlog and HALEU milestones highlighted in proxy; net income and cash metrics drove 2024 bonus payout at 167% of target .

Compensation Structure Analysis

• Strong at-risk pay design: Annual incentives tied to multi-metric corporate goals (revenue, cash, safety, DOE awards, net income) with capped payouts; LTIP in performance RSUs with 3-year cumulative net income threshold fosters longer-term alignment .
• Governance safeguards: Double-trigger CIC, no excise tax gross-ups, clawbacks, and anti-hedging/pledging provisions reduce shareholder risk .
• Ownership alignment: Officer stock ownership guidelines and 50% net retention until compliant support skin-in-the-game; early tenure holdings are small but set to build through scheduled RSU vesting .

Investment Implications

• Alignment and incentives: Performance RSUs and ownership guidelines should increase Mr. Tinelli’s equity exposure over time; annual RSU vesting dates (Aug 11, 2026–2028) are relevant for monitoring potential insider selling pressure, though hedging/pledging prohibitions and retention rules limit risk .
• Retention risk: Employment is contingent on DOE “Q” clearance within 18 months; failure would be a key risk; severance framework provides predictable off-cycle cost if termination without cause occurs .
• Capital strategy signal: Rapid execution of a large zero-coupon convert, S-3/ATM tools, and related filings under Tinelli suggests a bias toward maintaining ample liquidity for enrichment build-out; investors should weigh dilution vs. capacity to fund growth .
• Pay-for-performance: Company-wide bonus metrics (revenue, net income, safety, DOE awards) and LTIP net income thresholds create clear performance levers that, if sustained under Tinelli’s financial leadership, should continue to tie compensation to value creation .

Citations
- Appointment, background, education, clearance, CIC/indemnification: https://www.sec.gov/Archives/edgar/data/1065059/000106505925000061/leu-20250807.htm
- Form 3 and Form 4 (initial ownership, hire grants, vesting, tax withholding): https://www.sec.gov/Archives/edgar/data/1065059/000106505925000066/xslF345X02/wk-form3_1755106079.xml; https://www.sec.gov/Archives/edgar/data/1065059/000106505925000070/xslF345X05/wk-form4_1755122854.xml
- Q3 2025 10-Q CFO certifications/signatures: **[1065059_0001628280-25-049844_exhibit_312x20250930.htm:0]** **[1065059_0001628280-25-049844_leu-20250930.htm:80]**
- S-3ASR shelf and Power of Attorney: **[1065059_0001104659-25-107379_tm2530029d1_s3asr.htm:1]** **[1065059_0001104659-25-107379_tm2530029d1_s3asr.htm:37]** **[1065059_0001104659-25-107379_tm2530029d1_s3asr.htm:38]**
- ATM program 8-K and Sales Agreement signed by CFO: **[1065059_0001104659-25-107444_tm2530029d3_8k.htm:2]** **[1065059_0001104659-25-107444_tm2530029d3_ex1-1.htm:43]**
- Convertible notes 8-Ks (pricing, indenture) signed by CFO: https://www.sec.gov/Archives/edgar/data/1065059/000106505925000072/leu-20250813.htm; https://www.sec.gov/Archives/edgar/data/1065059/000106505925000075/leu-20250818.htm
- DOE import waiver 8-K signed by CFO: https://www.sec.gov/Archives/edgar/data/1065059/000106505925000078/leu-20250804.htm
- Compensation framework, goals, payouts, severance/CIC, policies: **[1065059_0001104659-25-039220_tm252408-1_def14a.htm:44]** **[1065059_0001104659-25-039220_tm252408-1_def14a.htm:45]** **[1065059_0001104659-25-039220_tm252408-1_def14a.htm:46]** **[1065059_0001104659-25-039220_tm252408-1_def14a.htm:48]** **[1065059_0001104659-25-039220_tm252408-1_def14a.htm:49]** **[1065059_0001104659-25-039220_tm252408-1_def14a.htm:50]** **[1065059_0001104659-25-039220_tm252408-1_def14a.htm:26]** **[1065059_0001104659-25-039220_tm252408-1_def14a.htm:27]**
- Financial performance context: revenues (with citations), EBITDA (S&P Global) as shown above.