Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Transition



On May 17, 2021, Century Aluminum Company (the "Company") announced that Jesse
Gary, currently the Company's Executive Vice President, Chief Operating Officer
and General Counsel, has been appointed President and Chief Executive Officer of
the Company, effective as of July 1, 2021. Mr. Gary has also been appointed to
the Company's Board of Directors (the "Board"), effective as of the same date.

Mr. Gary, age 41, will succeed Michael Bless, who will step down as President
and Chief Executive Officer of the Company effective June 30, 2021, but will
remain with the Company through March 31, 2022 to support the leadership
transition. Mr. Bless will also resign as a member of the Board effective June
30, 2021.

Mr. Gary joined the Company in 2010 as Associate General Counsel and was
promoted to Executive Vice President, General Counsel and Secretary in February
2013. He has served as Executive Vice President, Chief Operating Officer,
General Counsel and Secretary of the Company since April 2019. Prior to joining
Century, Mr. Gary practiced law at Wachtell, Lipton, Rosen & Katz in New York.

There is no arrangement or understanding between Mr. Gary and any other person
pursuant to which he was appointed Chief Executive Officer and director. Mr.
Bless's decision to resign from the Board was not a result of any disagreement
with the Company on any matter relating to the Company's operations, policies or
practices.

Offer Letter with Mr. Jesse Gary



In connection with Mr. Gary's appointment as President and Chief Executive
Officer, the Company entered into an offer letter (the "Offer Letter") with Mr.
Gary on May 17, 2021. Under the terms of the Offer Letter, effective July 1,
2021, Mr. Gary's annual base salary will be $850,000, his target award
opportunity under the Company's Annual Incentive Plan (the "AIP") will be 100%
of his base salary, and his target award payout under the Company's Long Term
Incentive Plan (the "LTIP") will be 295% of his base salary. Mr. Gary's current
2021 AIP award opportunity will increase to 100% and will be prorated based on
his pre- and post-July 1, 2021 service and salary, and he will receive an
additional 2021-2023 LTIP award to reflect his increased salary and the
increased 295% target payout, prorated based on his service before and after May
17, 2021. In addition, Mr. Gary will be awarded a promotion bonus consisting of
a cash bonus of $6,000,000, which will vest and be payable in installments of
50% on July 1, 2022, 30% on July 1, 2023 and 20% on July 1, 2024, and a one-time
time Time-Vesting Share Unit ("TVSU") award under the LTIP valued at $2,000,000,
which will vest and be settled in shares of common stock in the same installment
percentages and on the same vesting and payment dates as the cash bonus. Payment
of the cash bonus and settlement of the TVSUs will be subject to Mr. Gary's
continued employment with the Company on each of the applicable vesting and
payment dates; however, (i) if Mr. Gary's employment terminates due to his
disability, termination by the Company without cause, or termination by Mr. Gary
for good reason (each within the meaning of the Company's Form of TVSU Award
Agreement) any remaining bonus will continue to vest and become payable on the
applicable specified vesting dates, or (ii) if Mr. Gary's employment terminates
due to his death, any remaining bonus will be paid and settled as soon as
administratively practical thereafter. In the event Mr. Gary's employment is
terminated by the Company without cause or by Mr. Gary for good reason following
a change in control (within the meaning of the Form TVSU Agreement), then the
promotion bonus will immediately vest and become payable in full on the date of
such termination. Mr. Gary will be named a Tier I participant in the Company's
Executive Severance Plan. His minimum stock ownership level under the Company's
Stock Ownership Guidelines will increase to 150,000.

The foregoing description of the terms and conditions of the Offer Letter does
not purport to be complete and is qualified in its entirety by reference to the
Offer Letter, which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.

Retirement and Transition Agreement with Mr. Michael Bless

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In connection with Mr. Bless's retirement, the Company and Mr. Bless entered
into a Retirement and Transition Agreement on May 17, 2021 (the "Transition
Agreement"), setting forth the terms on which he will provide transition support
following his resignation as President and Chief Executive Officer. The
Transition Agreement provides that Mr. Bless will resign from his position as
President and Chief Executive Officer and as a member of the Board effective
June 30, 2021. Thereafter he will continue as a non-executive employee in the
position of Special Advisor to the CEO and the Board for a transition period
until his retirement on March 31, 2022. During this transition period, Mr. Bless
will receive an annual base salary of $300,000 and will remain eligible to
participate in the Company's employee benefit plans on the same terms as other
non-executive employees. Mr. Bless's outstanding AIP and LTIP awards will
continue to be treated in accordance with their terms, but he will not be
eligible for new awards under the AIP or the LTIP. During the transition period
the Company may terminate Mr. Bless's employment only for cause. If Mr. Bless's
employment is terminated prior to the transition period, he will be entitled to
compensation and benefits in accordance with the Company's Amended and Restated
Executive Severance Plan. If his employment is terminated during the transition
period, he will be entitled only to his salary under the Transition Agreement
until the termination date and any outstanding AIP and LTIP awards will be
treated in accordance with their terms. Pursuant to the Transition Agreement,
the Company and Mr. Bless have also entered into a Confidentiality and
Restrictive Covenants Agreement under which Mr. Bless has agreed to perpetual
nondisclosure and nondisparagement covenants and covenants concerning
noncompetition and nonsolicitation of employees, consultants, customers,
clients, vendors and suppliers of the Company, each of which apply during the
transition period and for eighteen months thereafter. In addition, Mr. Bless's
employment during the transition period is subject to his execution of releases
of claims in favor of the Company.

The foregoing description of the terms and conditions of the Transition
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Transition Agreement, which is filed as Exhibit 10.2 hereto and
is incorporated herein by reference.


Item 7.01. Regulation FD Disclosure.

On May 17, 2021, the Company issued a press release announcing the Chief Executive Officer transition described above. A copy of the Company's press release is furnished with this report as Exhibit 99.1.



The information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto
shall not be deemed "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 in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filing.


Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit Number                   Description
  10.1                             Jesse E. Gary Offer Letter, dated May 17, 2021
  10.2                             Retirement and Transition Agreement,

dated May 17, 2021, between Century

Aluminum Company and Michael A. Bless
  99.1                             Press Release, dated May 17, 2021, issued by Century Aluminum Company
104                              Cover Page Interactive Data File (embedded 

within the Inline XBRL document)

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