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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): August 1, 2022
Century
Aluminum Company
(Exact Name of Registrant as Specified in Charter)
| Delaware |
001-34474 |
13-3070826 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One South Wacker Drive |
|
| Suite
1000 |
|
| Chicago, Illinois |
60606 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| |
|
| (312) 696-3101 |
| (Registrant's telephone number, including area code) |
| |
| N/A |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class: |
Trading Symbol(s) |
Name of each exchange on which registered: |
| Common Stock, $0.01 par value per share |
CENX |
Nasdaq Stock Market LLC |
| |
|
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b– 2 of the Securities
Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2022, Century Aluminum Company (the
“Company”) announced the hiring of Gerald “Jerry” Bialek as Executive Vice President and Chief Financial Officer
of the Company. Mr. Bialek will join the Company on August 22, 2022 and will report directly to the Company’s Chief Executive Officer.
Mr. Bialek, 56, previously served as Chief Financial
Officer for Cooper Tire & Rubber Company (“Cooper Tire”) from August 2020 until the completion of the acquisition of Cooper
Tire by Goodyear Tire & Rubber Company in June 2021. Mr. Bialek also held a number of other positions at Cooper Tire from 2014 to
2020, including Vice President and Treasurer, Vice President of International Finance and Treasurer, Vice President of Finance and Strategy-Asia
Pacific Region, Director of Investor Relations and Strategic Planning, and Director of Global Financial Planning and Analysis. Mr. Bialek
holds an M.B.A. from Oakland University and a B.A. in Economics from University of Michigan.
In connection with Mr. Bialek’s appointment,
the Company and Mr. Bialek have entered into an offer letter providing for the terms of his employment, including an initial annual base
salary of $455,000 and participation in the Company’s Annual Incentive Plan with a 2022 target bonus opportunity equal to 65% of
base salary, prorated from Mr. Bialek’s start date. Mr. Bialek will also be eligible to participate in the Company’s Long-Term
Incentive Plan with a target award opportunity equal to 130% of base salary. Mr. Bialek will be eligible to receive future equity grants
when such grants are made to other senior executives. Upon hire, Mr. Bialek will receive a one-time award of time-vesting performance
share units valued at $71,239, vesting 100% on August 22, 2025. Mr. Bialek will relocate to Chicago, IL and, in connection with such relocation,
will receive a relocation amount of $50,000 to cover temporary housing and incidental expenses along with other relocation assistance
in accordance with our relocation and moving expenses policy.
Mr. Bialek will be eligible to participate in the
Company’s other compensation programs on the same basis as other similarly situated executives, including the Company’s Executive
Severance Plan. Pursuant to the Executive Severance Plan, in the event Mr. Bialek’s employment is terminated other than by the Company
for cause or by Mr. Bialek other than for good reason, Mr. Bialek will be entitled to certain severance benefits similar to other Tier
II participants in the plan.
The foregoing description of the offer letter is
summary in nature, and is subject to, and qualified in its entirety by, the full text of the offer letter, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On August 1, 2022, the Company issued a press release
announcing Mr. Bialek’s hiring as Executive Vice President and Chief Financial Officer of the Company. A copy of the press release
is furnished herewith as Exhibit 99.1.
The information provided pursuant to this Item 7.01,
including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: |
August 1, 2022 |
CENTURY ALUMINUM COMPANY |
| |
|
|
|
| |
|
By: |
/s/ John DeZee |
| |
|
Name: |
John DeZee |
| |
|
Title: |
Executive Vice President, General Counsel and Secretary |
Exhibit 10.1
July 27, 2022
Mr. Jerry Bialek
280 Ethyl Drive
Brooklyn, MI 49230
Dear Jerry:
We are very pleased to offer you the position
of Executive Vice President and Chief Financial Officer of Century Aluminum Company (the “Company”). In this position, you
will be based out of the Company’s Chicago headquarters and will report directly to the Chief Executive Officer of Century Aluminum
Company.
Your first day of employment will be August 22,
2022
The following will serve as an overview and outline
of the conditions and financial terms of our relationship:
| · | Base Salary: You will receive an initial
annual base salary of $455,000, to be reviewed annually. |
| · | Participation in our Annual Incentive Program:
You will be included in our Annual Incentive Plan (“AIP”), with a target annual incentive equal to 65% of your base salary.
Your actual incentive will depend upon Company and individual performance. Your 2022 annual incentive will be prorated based on
your start date. |
| · | Long Term Incentive Plan: This plan (the
“LTIP”) provides for the grant of time vesting performance shares (settled in shares of common stock) (“TVPSUs”)
and performance share units (which may be settled in shares of common stock or cash at the discretion of the Compensation Committee) (“PSUs”)
to key senior Company personnel. Under the current LTIP, target awards are calculated each year for the ensuing three-year period by calculating
a percentage of a participant’s base salary as an award, 2/3 of such award being PSUs and 1/3 being TVPSUs. |
At the time the Compensation Committee
makes target awards, it also sets the performance goals for the Company for the PSU portion of the LTIP. Following completion of each
three-year period, the Company then evaluates actual performance versus these goals when determining the final amount of the awards to
be paid. The grant and payment of any award is at the sole discretion of the Compensation Committee.
The Compensation Committee has approved
adding you as a participant in the LTIP program. Your target award for this period will be 130% of your base salary. For 2022, your award
will be prorated based on your start date and will be delivered 100% in TVPSUs and will vest fully on the anniversary of your date of
hire in 2025. (For example, if your start date is August 1, you will receive $455,000 x 130% / 36 Months x 5 Months = $82,152.78, which
will be converted to shares)
Mr. Jerry Bialek
July 27, 2022
Page 2
| · | Relocation Bonus: The Company will award
you a relocation bonus of $50,000 payable in your first regularly scheduled paycheck. This will be used to cover the cost of temporary
housing and incidentals. If you should voluntarily leave your position with the Company prior to the two (2) year anniversary of your
start date, you agree to repay the entire signing bonus to the Company within 90 days of your departure. |
| · | Severance Protection: The Compensation
Committee will be requested to include you as a Tier II participant in the Company’s Executive Severance Plan, expected to be approved
by the Compensation Committee at its third quarter meeting. |
| · | Benefit Plans: You and your eligible dependents
will be eligible for Company provided medical, dental and vision plans. You will also be eligible for participation in the Century Aluminum
401(k) program. The 401(k) program currently has a match of 100% up to the first 6% of eligible compensation and a fixed non-elective
contribution of 3%. |
| · | Life Insurance: The Company
will provide you with life insurance in the face amount of one times your annualized base salary amount, up to a maximum of $250,000.
As an executive of the company, you will also be provided with an additional $500,000 of 20-year term life insurance. This coverage is
provided at no cost to you. |
| · | Vacation: You will be eligible for 20
days (160 hours) of vacation time, prorated for 2022 based on your start date. |
Payment of any incentive compensation set forth
above is at the sole discretion of the Compensation Committee.
Contingent Offer
This employment offer is contingent upon the satisfactory
completion of (i) verification of the right to work in the U.S., (ii) routine background screening, and (iii) drug screening as prescribed
by Century’s policy within 90 days of hire, the failure of which may result in discipline up to and including termination. In addition,
your ongoing employment is subject to all applicable Company policies, which may be changed, terminated, or added from time to time.
At-will Employment
Your employment is at-will. Nothing in this offer
letter is intended to or does create a contract of employment for a specific period of time nor does it create any obligations on the
part of the Company or vest any rights in you other than those specifically set forth herein. You understand that the benefits set forth
herein are granted without restriction on the right of the Company to modify such benefits or terminate your employment at any time, with
or without cause and with or without notice. Similarly, the Company understands you may, at any time, terminate your employment relationship
with or without cause and with or without notice.
Mr. Jerry Bialek
July 27, 2022
Page 3
Proprietary Information, Intellectual Property
and Non-Solicitation
You are expected to protect propriety information
of Century Aluminum Company and its subsidiaries (collectively, “Century”) and to assign your rights to intellectual property
which may be developed during your employment with Century to the Company as permitted by law. In your work for the Company, you will
be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom
you have an obligation of confidentiality. Rather, you may use only that information generally known and used by persons with training
and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is
otherwise provided or developed by Century, or developed by you on behalf of Century. You agree that you will not bring onto Century premises
any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality.
You represent further that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf
of the Company, including any restrictions regarding solicitations of employees of any former employer. You further represent that you
are not subject to any agreement with any prior employer that would prevent you from performing the essential functions of the employment
position outlined in this letter, and that by accepting employment with the Company you will not breach any agreements with any other
employer.
This letter contains all of the terms of your employment with the Company
and supersedes any prior understandings or agreements, whether oral or written, between you and the Company.
Jerry, we are very excited about the prospect
of you joining the Company. Please contact me at 312-696-3106 if you have any questions regarding this letter, our offer or any
other matters. We will keep this offer open until August 1, 2022.
Sincerely,
Jesse Gary
President and CEO
Accepted and Agreed to:
| /s/Jerry Bialek |
|
7/27/22 |
| Jerry Bialek |
|
Date |
Exhibit 99.1
Century Aluminum Appoints Gerald Bialek as Chief Financial Officer
CHICAGO, August 1, 2022 (GLOBE NEWSWIRE) – Century Aluminum Company
(NASDAQ: CENX) announced today that it has appointed Gerald “Jerry” Bialek as its new Executive Vice President and Chief Financial
Officer. Mr. Bialek will join the Company on August 22, 2022 and will report directly to Century’s Chief Executive Officer. He most
recently served as Chief Financial Officer and Vice President and Treasurer at Cooper Tire & Rubber Company. Before joining Cooper
Tire in 2014, Mr. Bialek spent twenty-five years in increasingly responsible positions at Ford Motor Company, Amcor Rigid Plastics and
Johnson Controls.
Mr. Bialek is a graduate of the University of Michigan and holds an
M.B.A. from Oakland University.
Jesse Gary, President and Chief Executive Officer, commented, “Throughout
his career, Jerry has demonstrated proficiency in helping drive strong organic growth in industrial manufacturing environments. Jerry’s
financial expertise and his outstanding leadership qualities will be an invaluable addition to the team. We are excited to have Jerry
join us as we move the company forward.”
About Century Aluminum Company
Century Aluminum Company owns primary aluminum capacity in the United
States and Iceland. Century's corporate offices are located in Chicago, IL. Visit www.centuryaluminum.com for more information.
Cautionary Statement
This press release contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements are statements about future events and are based on our current expectations.
These forward-looking statements may be identified by the words "believe," "expect," "hope," "target,"
"anticipate," "intend," "plan," "seek," "estimate," "potential," "project,"
"scheduled," "forecast" or words of similar meaning, or future or conditional verbs such as "will," "would,"
"should," "could," "might," or "may." Where we express an expectation or belief as to future events
or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking
statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results
to differ materially from future results expressed, projected or implied by those forward-looking statements. Given these uncertainties,
investors are cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact
Peter Trpkovski
(Investors and media)
312-696-3132
Source: Century Aluminum Company