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
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 Exhibit Number Description 10.1 Offer Letter dated as of July 27, 2022 99.1 Press Release dated August 1, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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