Filed
by the Registrant x
|
||
Filed
by a Party other than the Registrant o
|
||
Check
the appropriate box:
|
||
o
|
Preliminary
Proxy Statement
|
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
x
|
Definitive
Proxy Statement
|
|
o
|
Definitive
Additional Materials
|
|
o
|
Soliciting
Material Pursuant to §240.14a-12
|
|
Century
Aluminum Company
|
||
(Name
of Registrant as Specified In Its Charter)
|
||
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
||
Payment
of Filing Fee (Check the appropriate box):
|
||
x
|
No
fee required.
|
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
Page
|
|
|
1
|
|
2
|
|
2 |
|
5 |
|
16 |
|
28 |
|
38 |
|
40 |
|
41 |
|
41 |
|
42 |
1. |
Elect
three Class III directors to our Board, each for a term of three
years;
|
2.
|
Ratify
the appointment of Deloitte & Touche LLP as our independent auditors
for the fiscal year ending December 31, 2008; and
|
3.
|
Transact
any other business that may properly come before the meeting or at any
adjournments or postponements of the meeting.
|
By
Order of the Board of Directors,
|
Robert
R. Nielsen
|
Executive
Vice President,
General
Counsel,
|
and
Secretary
|
Ÿ
|
delivering
a written notice of revocation or later-dated proxy to our Secretary at or
before the taking of the vote at the Annual
Meeting;
|
Ÿ
|
if
you voted by telephone or on the Internet, changing your voting
instructions via telephone or the Internet up to 1:00 a.m. (Central Time)
on June 24, 2008 (the date of the 2008 Annual Meeting);
|
Ÿ
|
voting
in person at the Annual
Meeting.
|
|
|||
Class
III Directors Standing for Election with Terms to Expire in
2011
|
|||
Name
and Age*
|
Business
Experience and Principal Occupation or
Employment
During Past 5 Years; Other Directorships
|
Director
Since
|
|
Robert
E. Fishman, Ph.D.
|
56
|
Director
of Range Fuels, Inc. since November 2007; President and Chief Executive
Officer of Ausra, Inc. since October 1, 2007; Executive Vice President,
Power Operations of Calpine Corporation from 2006 to 2007; Senior Vice
President of Calpine Corporation from 2001 to 2005.
|
2002
|
Jack
E. Thompson
|
58
|
Director
of Tidewater Inc. since 2005; Director of Rinker Group Ltd. from May 2006
to June 2007; Director of Phelps Dodge Corp. from January 2003 to March
2007; Director of Stillwater Mining Co. from 2002 to June 2006; Vice
Chairman of Barrick Gold Corporation from December 2001 to April 2005;
member of the Advisory Board of Resource Capital Funds III and IV, LLP
since 2002; member of the Industry Advisory Council for the College of
Engineering at the University of Arizona since 2002.
|
2005
|
Catherine
Z. Manning
|
54
|
Partner,
PricewaterhouseCoopers LLP since July 1986, Finance Effectiveness and
Merger Integration leader for PricewaterhouseCoopers’ Atlanta Advisory
practice; Chairman, Atlanta Historical Society since January 2007, member
since January 2002; member, Georgia Appleseed since January 2006; member,
Museum of Contemporary Art of Georgia since February 2008.
|
n/a
|
|
|||
Class
I Directors with Terms to Expire in 2009
|
|||
Name
and Age*
|
Business
Experience and Principal Occupation or
Employment
During Past 5 Years; Other Directorships
|
Director
Since
|
|
Logan
W. Kruger
|
57
|
Our
President and Chief Executive Officer since December 2005; President,
Asia/Pacific Inco Limited from September 2005 to November 2005; Executive
Vice-President, Technical Services for Inco Ltd. from September 2003 to
September 2005; Chief Executive Officer of Anglo American Chile Ltd. from
July 2002 to September 2003; and President and Chief Executive Officer,
Hudson Bay Mining & Smelting Co. from September 1996 to June
2002.
|
2005
|
Willy
R. Strothotte (1)
|
64
|
Chairman
of the Board of Glencore International AG since 1994 and Chief Executive
Officer from 1993 to December 2001; Director of KKR Financial Holdings LLC
since January 2007; Director of Minara Resources Ltd. since 2000; and
Chairman of the Board of Xstrata AG (formerly Sudelektra Holding AG) since
1994.
|
1996
|
Jarl
Berntzen
|
41
|
Partner
- Head of Mergers and Acquisitions, ThinkEquity Partners LLC since March
2006; Director of Universal Safety Response, Inc. since October 2007;
Senior Vice President, Barrington Associates, LLC from April 2005 to
February 2006; Founder, Berntzen Capital Management, LLC from March 2003
to April 2005; Managing Director of Providence Capital, Inc. from
September 2002 to March 2003; Various positions, including Vice President
of Goldman, Sachs & Co. from 1991 to 2001.
|
2006
|
|
|||
Class
II Directors with Terms to Expire in 2010
|
|||
Name
and Age*
|
Business
Experience and Principal Occupation or Employment During Past 5 Years;
Other Directorships
|
Director
Since
|
|
John
C. Fontaine
|
76
|
Our
Lead Director since 2005; Of Counsel, law firm of Hughes Hubbard &
Reed LLP since January 2000 and Partner from July 1997 to December 1999;
Chairman of the Samuel H. Kress Foundation from 1994 to 2006; Trustee of
the National Gallery of Art from 2003 to 2007 and Chairman of the Board of
Trustees from 2006 to 2007.
|
1996
|
John
P. O’Brien
|
66
|
Our
Chairman of the Board since January 2008; Managing Director of Inglewood
Associates Inc. since 1990; Chairman of Allied Construction Products since
March 1993; Director of Preformed Line Products Company since May 2004;
Director of Oglebay Norton Company from April 2003 to February 2008;
Director of International Total Services, Inc. from August 1999 to January
2003; Member of the Board of Trustees of Saint Luke’s Foundation of
Cleveland, Ohio since 2006; Trustee of Cleveland Sight Center since 1990;
Chairman, Chagrin Falls Board of Zoning Appeals since 2005; and Trustee of
Downtown Chagrin Falls since 2000.
|
2000
|
Peter
C. Jones
|
60
|
Partner,
Setter Group since June 2007; Director of Mizuho Corporate Bank (Canada)
since December 2006; Director of IAMGOLD Corporation since May 2006;
Director, President and Chief Operating Officer of Inco Ltd. from April
2001 to November 2006; President Commissioner P.T. Inco Tbk from 1999 to
2006; Chairman Goro Nickel SAS from 2003 to February 2007; Member of the
Board and the Executive Committee, Mining Association of Canada from 1997
to 2006; and Member of the Board, Royal Ontario Museum from 2003 to
2006.
|
2007
|
*
|
Ages
as of April 25, 2008
|
(1)
|
Mr.
Strothotte was designated to serve as one of our directors by Glencore
International AG, or Glencore.
|
Name
|
Audit
|
Compensation
|
Governance & Nominating
|
Health,
Safety & Sustainability
|
Jarl
Berntzen
|
X
|
X
|
||
Robert
E. Fishman
|
X
|
X
|
X*
|
|
John
C. Fontaine
|
X
|
X
|
||
Peter
C. Jones
|
X
|
X*
|
X
|
|
John
P. O’Brien
|
X*
|
X
|
||
Jack
E. Thompson
|
X
|
X*
|
X
|
Ÿ
|
oversees
the financial reporting process for which management is
responsible;
|
Ÿ
|
approves
the engagement of the independent auditors for audit and non-audit
services;
|
Ÿ
|
monitors
the independence of the independent auditors;
|
Ÿ
|
reviews
and approves all audit and non-audit services and fees;
|
Ÿ
|
reviews
the scope and results of the audit with the independent
auditors;
|
Ÿ
|
reviews
the scope and results of internal audit procedures with our internal
auditors;
|
Ÿ
|
evaluates
and discusses with the independent auditors and management the
effectiveness of our system of internal accounting controls;
|
Ÿ
|
reviews
and approves related party transactions pursuant to our Statement of
Company Policy Regarding Related Party Transactions; and
|
Ÿ
|
makes
inquiries into other matters within the scope of its
duties.
|
Ÿ
|
evaluating
the size and composition of the Board;
|
Ÿ
|
identifying,
recruiting and recommending candidates for election to the
Board;
|
Ÿ
|
overseeing
corporate governance matters; and
|
Ÿ
|
reviewing
and making periodic recommendations concerning our corporate governance
policies and procedures.
|
Ÿ
|
significant
business or public experience;
|
Ÿ
|
a
willingness and ability to make a sufficient time commitment to Century’s
affairs to perform effectively the duties of a director, including regular
attendance at Board and committee meetings;
|
Ÿ
|
skills
in finance, international business and knowledge about Century’s business
or industries;
|
Ÿ
|
personal
qualities of leadership, character, judgment and integrity;
and
|
Ÿ
|
requirements
relating to composition of the Board under applicable law and listing
standards.
|
Name
|
Fees
Earned or
Paid
in Cash ($)
|
Stock
Awards ($)
|
Option Awards
($)
|
All
Other Compensation ($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|
Jarl
Berntzen
|
63,000
|
--
|
165,462
|
--
|
228,462
|
Craig
A. Davis
|
114,000
|
393,238
|
92,283
|
930,000
|
1,529,521
|
Robert
E. Fishman
|
48,250
|
--
|
92,283
|
--
|
140,533
|
John
C. Fontaine
|
111,000
|
--
|
92,283
|
--
|
203,283
|
Peter
C. Jones
|
75,000
|
--
|
251,811
|
--
|
326,811
|
John
P. O’Brien
|
97,000
|
--
|
92,283
|
--
|
189,283
|
Willy
R. Strothotte
|
--
|
--
|
92,283
|
--
|
92,283
|
Jack
E. Thompson
|
86,000
|
--
|
92,283
|
--
|
178,283
|
Name
|
Grant
Date Fair Value of 2007 Option Awards ($)
|
Number
of Options Outstanding as of 12/31/07
|
Number
of Stock Awards Outstanding as of 12/31/07
|
Jarl
Berntzen
|
100,433
|
16,000
|
-
|
Craig
A. Davis
|
100,433
|
6,000
|
9,926(1)
|
Robert
E. Fishman
|
100,433
|
3,000
|
-
|
John
C. Fontaine
|
100,433
|
19,000
|
- |
Peter
C. Jones
|
365,169
|
13,000
|
- |
John
P. O’Brien
|
100,433
|
17,000
|
- |
Willy
R. Strothotte
|
100,433
|
24,000
|
- |
Jack
E. Thompson
|
100,433
|
6,000
|
- |
(1)
|
Represents
the number of performance share units for the 2005-2007 performance
program period which were granted to Mr. Davis when he served as our Chief
Executive Officer. Our Compensation Committee determined
vesting for the 2005-2007 performance period in March 2008. In
January 2008, Mr. Davis resigned from his position as Chairman and a
member of the Board of Directors. Mr. O’Brien was elected to
succeed Mr. Davis as Chairman. This stock award was also
disclosed in our 2007 proxy statement and is not in addition to the award
previously disclosed.
|
Name
|
Amount
and Nature of Beneficial Ownership (1)
|
Percent
of Class
|
Glencore
International AG (2)
|
11,704,807(2)
|
28.5%
|
The
Guardian Life Insurance Company of America (3)
|
4,216,966(3)
|
10.3%
|
Citadel
Limited Partnership(4)
|
2,152,677(4)
|
5.2%
|
S.A.C.
Capital Advisors, LLC(5)
|
2,113,733(5)
|
5.1%
|
(1)
|
Each
entity has sole voting and investment power, except as otherwise
indicated.
|
(2)
|
Based
on information set forth in a Schedule 13D/A filing dated November 27,
2007, by Glencore International AG, Glencore AG and Glencore Holding AG
(“Glencore”). The principal business address of each of
Glencore International AG, Glencore AG and Glencore Holding AG is
Baarermattstrasse 3, P.O. Box 555, CH 6341, Baar,
Switzerland.
|
(3)
|
Based
on information set forth in a Schedule 13G filed on February 8, 2008, by
The Guardian Life Insurance Company (“Guardian”), Guardian Investor
Services LLC (“GIS”), and RS Investment Management Co. LLC (“RIMC”)
(collectively, the “Guardian Reporting Persons”). Guardian is
an insurance company and the parent company of GIS and RIMC. GIS is a
registered investment adviser, a registered broker-dealer, and the parent
company of RIMC, a registered investment adviser. The Guardian
Reporting Persons each share voting and investment power over 4,216,966
shares. The business address of the Guardian Reporting Persons
is 7 Hanover Square, New York, New York 10004.
|
(4)
|
Based
on information set forth in a Schedule 13G filed on February 8, 2008,
Citadel Limited Partnership shares voting and investment power with
respect to all of the reported shares with Citadel Investment Group,
L.L.C., Citadel Investment Group II, L.L.C., Citadel Limited Partnership,
Citadel Holdings I LP, Citadel Holdings II LP, Citadel Advisors LLC,
Citadel Equity Fund Ltd., Citadel Derivatives Group LLC, Citadel
Derivatives Trading Ltd. and Kenneth Griffin (collectively, the “Citadel
Reporting Persons”). The business address for the Citadel
Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois
60603.
|
(5)
|
Based
on information set forth in a Schedule 13G/A filed on February 14, 2008
by: (i) S.A.C. Capital Advisors, LLC (“SAC Capital Advisors”) with respect
to shares beneficially owned by S.A.C. Capital Associates, LLC (“SAC
Capital Associates”) and S.A.C. Select Fund, LLC (“SAC Select Fund”); (ii)
S.A.C. Capital Management, LLC, (“SAC Capital Management”) with respect to
shares beneficially owned by SAC Capital Associates and SAC Select Fund;
(iii) SAC Capital Associates with respect to shares beneficially owned by
it; and (iv) Steven A. Cohen with respect to shares beneficially owned by
SAC Capital Advisors, SAC Capital Management, SAC Capital Associates and
SAC Select Fund. The address of the principal business office
of (i) SAC Capital Advisors and Mr. Cohen is 72 Cummings Point Road,
Stamford, Connecticut 06902, (ii) SAC Capital Management is 540 Madison
Avenue, New York, New York 10022, and (iii) SAC Capital Associates is P.O.
Box 58, Victoria House, The Valley, Anguilla, British West
Indies.
|
Amount
and Nature of Beneficial Ownership (1)
|
|||||
Name
|
Common
Stock
|
Service
Based Shares (2)
|
Exercisable
Stock Options (3)
|
||
Jarl
Berntzen
|
-
|
|
-
|
16,000
|
|
Michael
A. Bless
|
18,930
|
(5)
|
-
|
30,000
|
|
Giulio
Casello
|
4,073 |
-
|
15,000
|
||
Robert
E. Fishman
|
-
|
|
-
|
3,000
|
|
John
C. Fontaine
|
250
|
(5)
|
-
|
19,000
|
|
Wayne
R. Hale
|
8,116
|
|
-
|
33,333
|
|
Peter
C. Jones
|
-
|
-
|
9,667
|
||
Logan
W. Kruger
|
34,988
|
|
-
|
36,667
|
|
Robert
R. Nielsen
|
3,804
|
(5)
|
5,000
|
8,335
|
|
John
P. O’Brien
|
5,000
|
|
-
|
17,000
|
|
Willy
R. Strothotte
|
-
|
(4)
|
-
|
24,000
|
|
Jack
E. Thompson
|
3,500
|
|
-
|
3,000
|
|
All
directors and executive officers as a group (16 persons)
|
85,767
|
|
5,000
|
226,936
|
(1)
|
Each
individual has sole voting and investment power, except as otherwise
indicated.
|
(2)
|
Includes
shares of common stock issuable upon vesting of service based performance
shares awarded to certain executive officers under the 1996 Plan that vest
within 60 days of April 25, 2008. Award recipients do not have
voting or investment power with respect to service based performance
shares until vesting. Dividend equivalents accrue and are paid upon
vesting of the service based performance shares.
|
(3)
|
Represents
shares that are subject to options that are presently exercisable or
exercisable within 60 days of April 25, 2008.
|
(4)
|
Excludes
11,704,807 shares beneficially owned by Glencore, for which Mr. Strothotte
serves as Chairman.
|
(5)
|
Represents
shares that are jointly owned and subject to shared voting and investment
power.
|
Ÿ
|
Re-affirmed
the Company’s Compensation philosophy: After evaluating our
business needs, our pay competitiveness, our existing “mid-range” pay
philosophy, and the merits of establishing a more focused competitiveness
objective, we re-affirmed the appropriateness of our “mid-range”
philosophy and the flexibility that it provides the Committee in its
oversight of executive pay.
|
Ÿ
|
Updated
the benchmarking process: In assessing the competitiveness of
our executive pay levels, we revisited the process and approach used to
establish market pay levels; our focus is on the peer companies described
below in the Benchmarking Executive Compensation section and is
complemented by a review of a compilation of data derived from a broader
sample of asset-intensive, comparably-sized industrial
companies.
|
Ÿ
|
Redesigned
the annual and long-term incentive plans for 2008: To emphasize our
operating, financial, and strategic goals, we revised the annual incentive
plan by incorporating three operating measures historically used within
the long-term incentive plan. At the same time, we revised the long-term
incentive plan to focus on strategic goals, free cash flow, and relative
total shareholder return.
|
Alcan
Inc.
|
Metals
USA
|
Alcoa
Inc
|
Novelis,
Inc.
|
Aleris
International
|
Nucor
Corp.
|
Arch
Chemicals Inc.
|
Oglebay
Norton Company
|
Carpenter
Technology
|
Oregon
Steel Mills Inc.
|
Chaparral
Steel Company
|
Quanex
Corp.
|
Cleveland
Cliffs Inc.
|
Reliance
Steel & Aluminum Co.
|
Gibraltar
Industries Inc.
|
Steel
Dynamics Inc.
|
Great
Lakes Chemical Corp.
|
Wheeling-Pittsburgh
Steel
|
Metal
Management Inc.
|
Arch
Chemicals Inc.
|
Metal
Management Inc.
|
Carpenter
Technology Corp.
|
Nucor
Corp.
|
Castle
(A.M.) & Co.
|
Quanex
Corp.
|
Chaparral
Steel Co.
|
Reliance
Steel & Aluminum Co.
|
Cleveland-Cliffs
Inc.
|
Schnitzer
Steel Industries Inc.
|
Gibralter
Industries Inc.
|
Steel
Dynamics Inc.
|
Kaiser
Aluminum Corp.
|
Titanium
Metals Corp.
|
Ÿ
|
Salary:
Base salary is determined by our philosophy, the position (skills, duties,
responsibilities, etc.), market pay levels and trends, individual
performance, and prior salary. On occasion, prior salary is the
subject of an arms-length negotiation at the time an executive is
hired.
|
Ÿ
|
Annual
incentive: Variable compensation normally payable in cash following the
fiscal year the pay is earned; historically, this component was based on a
subjective evaluation of Company and individual
performance. Beginning in 2008, achievement of pre-set key
operating goals will be an important component of this element of
pay. The subjective evaluation will remain, but now specific
objective factors will also be weighed in determining this pay
element.
|
Ÿ
|
Long-term
incentives: Variable compensation based on sustained performance success;
historically based on the Committee’s assessment of operating performance
and strategic achievements and settled in shares of
stock. Beginning in 2008, the long-term incentive will include
a cash and a stock component. For the 2008-2010 period,
strategic, financial, and market-based measures will determine the cash
portion of the long-term incentive. In addition, time-based
performance share units will be awarded to balance the long-term incentive
portfolio, contribute to our retention objectives and recognize the
important aspect of aligning compensation and shareholder
returns.
|
Ÿ
|
Retirement:
Tax qualified defined benefit and defined contribution plans apply to
salaried employees of our U.S. companies who meet eligibility
requirements. In addition, our nonqualified defined benefit plan provides
a select group of participants with benefits above the level permitted
under a qualified plan.
|
Ÿ
|
working
with the Committee in its decisions regarding the approval of all general
compensation plans and policies, including pension, savings, incentive and
equity-based plans;
|
Ÿ
|
consulting
on the corporate and individual goals and objectives relevant to the
compensation of the Chief Executive Officer;
|
Ÿ
|
reviewing
and determining the respective corporate and individual goals and
objectives for the other named executive officers relevant to their
compensation;
|
Ÿ
|
providing
the Committee an evaluation of the performance of the other named
executive officers in light of their respective corporate and individual
goals and objectives; and
|
Ÿ
|
recommending
to the Committee the compensation levels of the other named executive
officers.
|
Ÿ
|
Century’s
financial results for 2007;
|
Ÿ
|
macroeconomic
conditions; and
|
Ÿ
|
continuing
market pay trends.
|
Ÿ
|
Operating
results will determine 30% to 60% (varying by an officer’s position and
duties) of the award at target:
|
|
°
|
Operating
income: this operating measure has long been important, having
been a factor in our long-term incentive plan, but further review suggests
that we can improve our focus on this measure by shortening the
performance period;
|
|
°
|
Conversion
cost: measures our cost to convert alumina into aluminum; this
useful measure of operating efficiency has been used in our long-term
incentive plan, but we believe that we can improve our focus on this
measure by shortening the performance period;
|
|
°
|
Safety: we
have shifted the emphasis on this important measure from the long-term
plan to the annual plan.
|
Ÿ
|
Subjective
evaluation of two elements will determine the remainder of the
incentive:
|
|
°
|
Strategic: recognize
achievement of strategic milestones;
|
|
°
|
Discretionary/Individual: recognize
individual contributions to operating, financial, and strategic
success.
|
Ÿ
|
Performance
share awards have been the primary form of long-term incentive for named
executive officers.
|
Ÿ
|
Special
awards, such as stock options and time vested performance shares, have
been awarded by the Committee on a selective basis generally in the case
of hiring and promotion. Except as part of the total hiring package
provided to Mr. Hale, no equity grants outside of the annual performance
share program were made to the named executive officers in
2007.
|
Ÿ
|
Strategic
goals, which accounted for 40% of the award
opportunity:
|
|
°
|
Growth;
|
|
°
|
Access
to raw materials;
|
|
°
|
Expansion
at the Grundartangi facility;
|
|
°
|
Equity
offering;
|
|
°
|
Deployment
of derivatives to stabilize margins and cash;
|
|
°
|
Management
of electricity costs;
|
Ÿ
|
Operating/financial
goals, which accounted for 60% of the award
opportunity:
|
|
°
|
Safety;
|
|
°
|
Cash
flow;
|
|
°
|
Pre-Tax
income;
|
|
°
|
Conversion
costs.
|
Ÿ
|
Add
low cost production capacity, including in Iceland;
|
Ÿ
|
Improve
access to bauxite/alumina and carbon materials;
|
Ÿ
|
Manage
electrical power, labor and alumina costs;
|
Ÿ
|
Enhance
capital structure to support
growth.
|
Ÿ
|
Safety
(5% weight);
|
Ÿ
|
Free
cash flow less maintenance capital expenditures (15%
weight);
|
Ÿ
|
Operating
income (15% weight);
|
Ÿ
|
Conversion
cost (15% weight).
|
Ÿ
|
Performance
units are cash-settled awards based on the achievement of strategic
objectives, free cash flow goals, and Century’s total shareholder return
in relation to its peer group over a three-year period. Moving
three operating measures from the old performance share plan into the new
annual incentive plan allows the Committee to emphasize current operating
focus on those operating measures and permits and allows the revised
long-term program to focus on longer-term strategic objectives. Moreover,
the cash settlement provision is expected to help executives retain the
shares earned under the program described below.
|
Ÿ
|
Time-vested
performance share units are stock-settled awards that vest, in their
entirety, after three years. This program is intended to help
retain our executives and promote stock
ownership.
|
Category
|
Share
Guideline
|
Chief
Executive Officer
|
50,000
|
Executive
Vice Presidents
|
16,000
|
Senior
Vice Presidents
|
6,000
|
Vice
Presidents
|
2,000
|
Nonemployee
directors
|
3,000
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards(2)
|
Option
Awards (2)
|
Non-Equity
Incentive
Plan
Comp
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
|
All
Other Comp (12)
|
Total
|
|||||
Logan
W. Kruger
President
and CEO
|
2007
|
$815,000
|
$1,115,000
|
$1,105,627
|
(3) |
$493,402
|
(7)
|
-
|
$2,514,868
|
(11) |
$178,630
|
(13) |
$6,222,527
|
|
2006
|
$750,000
|
$562,500
|
$783,332
|
$428,479
|
-
|
$3,755,628
|
$65,035
|
$6,344,974
|
||||||
Wayne
R. Hale
Executive
Vice President and Chief Operating Officer
|
2007
|
(1) |
$375,000
|
$650,000
|
$502,979
|
(4) |
$886,912
|
(8)
|
-
|
$339,823
|
$107,056
|
(14) |
$2,861,770
|
|
Michael
A. Bless
Executive
Vice President & CFO
|
2007
|
$405,000
|
$345,000
|
$421,283
|
(5) |
$186,163
|
(9)
|
-
|
$13,427
|
$915
|
$1,371,788
|
|||
2006
|
(1) |
$352,397
|
$262,500
|
$278,012
|
$378,100
|
-
|
$68,615
|
$425,698
|
$1,765,322
|
|||||
Robert
R. Nielsen
Executive
Vice President, General
Counsel
& Secretary
|
2007
|
$370,000
|
$315,000
|
$433,228
|
(6) |
$250,531
|
(10) |
-
|
$23,216
|
$20,055
|
(15) |
$1,412,030
|
||
2006
|
(1) |
$233,333
|
$164,500
|
$251,188
|
$449,549
|
-
|
$177,084
|
$720
|
$1,276,374
|
|||||
Giulio
Casello
Senior
Vice President of Business Development
|
2007
|
$275,000
|
$265,000
|
$139,435
|
-
|
-
|
$9,487
|
$43,109
|
(15) |
$732,031
|
(1)
|
The
amounts reflected are prorated for the portion of the year the executive
was employed by us. Messrs. Hale, Bless and Nielsen commenced
their employment on March 1, 2007, January 23, 2006 and May 1, 2006,
respectively.
|
(2)
|
The
values reflected represent the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended December 31, 2007,
in accordance with FAS 123(R) for awards pursuant to the 1996 Plan and
thus includes amounts from awards granted in and prior to
2007. Assumptions used in the calculation of these amounts are
included in note 10 to our audited financial statements for the fiscal
year ended December 31, 2007 included in our Annual Report on Form 10-K
filed with the Securities and Exchange Commission on February 29,
2008.
|
(3)
|
The
value reflected also includes $603,750 recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2007, in
accordance with FAS 123(R) for awards pursuant to the 1996 Plan for 50,000
service-based performance shares awarded to Mr. Kruger on December 14,
2005, based on the Black-Scholes fair value calculation of the award on
the grant date. Mr. Kruger's service-based performance shares vested
one-half on January 1, 2007 and one-half on January 1,
2008. Although we did not pay dividends on our common stock
during the vesting period, under the terms of our 1996 Plan, dividend
equivalents would have accrued on the service-based performance shares if
we had paid any dividends during the vesting
period.
|
(4)
|
The
value reflected also includes $376,166 recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2007, in
accordance with FAS 123(R) for awards pursuant to the 1996 Plan for 25,000
service-based performance shares awarded to Mr. Hale on March 1, 2007,
based on the Black-Scholes fair value calculation of the award on the
grant date. Mr. Hale’s service-based performance shares vest one-third on
each of March 1, 2008, March 1, 2009 and March 1, 2010. To the extent we
pay dividends on our common stock, dividend equivalents will accrue on the
service-based performance shares from the date of grant and will become
payable upon vesting.
|
(5)
|
The
value reflected also includes $198,200 recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2007, in
accordance with FAS 123(R) for awards pursuant to the 1996 Plan for 20,000
service-based performance shares awarded to Mr. Bless on January 23, 2006,
based on the Black-Scholes fair value calculation of the award on the
grant date. Mr. Bless’s service-based performance shares vested one-third
each on January 22, 2007 and January 22, 2008, and the balance will vest
on January 22, 2009. To the extent we pay dividends on our common stock,
dividend equivalents will accrue on the service-based performance shares
from the date of grant and will become payable upon vesting.
|
(6)
|
The
value reflected also includes $238,050 recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2007, in
accordance with FAS 123(R) for awards pursuant to the 1996 Plan for 15,000
service-based performance shares awarded to Mr. Nielsen on May 1, 2006,
based on the Black-Scholes fair value calculation of the award on the
grant date. Mr. Nielsen’s service-based performance shares vested
one-third on May 1, 2007, and the balance will vest equally on each of May
1, 2008 and May 1, 2009. To the extent we pay dividends on our common
stock, dividend equivalents will accrue on the service-based performance
shares from the date of grant and will become payable upon
vesting.
|
(7)
|
The
value reflected represents the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended December 31, 2007,
in accordance with FAS 123(R) for awards pursuant to the 1996 Plan for
100,000 options to purchase our common stock awarded to Mr. Kruger on
December 14, 2005, based on the Black-Scholes fair value calculation of
the award on the grant date. Mr. Kruger's options vested one-third each on
December 14, 2006 and December 14, 2007, and the balance will vest on
December 14, 2008.
|
(8)
|
The
value reflected represents the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended December 31, 2007,
in accordance with FAS 123(R) for awards pursuant to the 1996 Plan for
50,000 options to purchase our common stock awarded to Mr. Hale on March
1, 2007, based on the Black-Scholes fair value calculation of the award on
the grant date. Mr. Hale’s options vested one-third each on March 1, 2007
and March 1, 2008, and the balance will vest on March 1,
2009.
|
(9)
|
The
value reflected represents the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended December 31, 2007,
in accordance with FAS 123(R) for awards pursuant to the 1996 Plan for
30,000 options to purchase our common stock awarded to Mr. Bless on
January 23, 2006, based on the Black-Scholes fair value calculation of the
award on the grant date. Mr. Bless’s options vested one-third on each of
January 23, 2006, January 23, 2007 and January 23, 2008.
|
(10)
|
The
value reflected represents the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended December 31, 2006,
in accordance with FAS 123(R) for awards pursuant to the 1996 Plan for
20,000 options to purchase our common stock awarded to Mr. Nielsen on May
1, 2006, based on the Black-Scholes fair value calculation of the award on
the grant date. Mr. Nielsen’s options vested one-third on May 1, 2006 and
the balance will vest equally on each of May 1, 2007 and April 30,
2008.
|
(11)
|
This
amount reflects the aggregate change in the actuarial present value of Mr.
Kruger's accumulated benefit under the Enhanced SERP. Mr. Kruger is
the only named executive officer currently participating in the Enhanced
SERP. If Mr. Kruger remains employed by Century for a period of 10
years he will be fully vested in the Enhanced SERP benefit. When
fully vested, Mr. Kruger's Enhanced SERP benefit will be approximately 50%
of his final average monthly compensation.
|
(12)
|
All
other compensation is comprised of (a) matching contributions under our
401(k) Plan for each of the named executive officers (except for Mr. Bless
who did not participate in the plan) and (ii) Company-paid life insurance
premiums in 2007.
|
(13)
|
For
Mr. Kruger, all other compensation also includes reimbursement payments of
$168,895 relating to temporary housing costs, other relocation expenses
and gross-ups for taxes thereon, incurred in connection with his
relocation, of which $62,365 is attributable to the tax
gross-up.
|
(14)
|
For
Mr. Hale, all other compensation also includes reimbursement payments of
$96,330 relating to temporary housing costs, other relocation expenses and
gross-ups for taxes thereon, incurred in connection with his
relocation.
|
(15)
|
For
Mr. Nielsen, all other compensation includes $10,140 relating to
Company-paid life insurance premiums in 2007.
|
(16)
|
For
Mr. Casello, all other compensation also includes relocation expenses and
$29,999 relating to payment by the Company of personal family travel
agreed to at the time of his employment, and gross-ups for taxes
thereon.
|
Name |
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
|||||||||||||
All
Other Stock Awards:
# of Shares
of Stock
|
All
Other Option Awards:
# of Underlying
Options
|
Exercise
or Base
Price of
Option Awards
(6)
|
Grant
Date Stock
Closing
Price
|
Grant
Date Fair Value
of Stock and Option
Award(7)
|
||||||||||
Grant
Date
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||
Logan
W. Kruger
|
6/13/07
|
-
|
15,152 | (2) |
22,727
|
- | - |
-
|
-
|
$
|
795,614 | |||
Wayne R. Hale(1)
|
3/1/07
|
-
|
- |
-
|
25,000 | (5) | - |
-
|
-
|
$
|
1,125,750 | |||
3/1/07
|
-
|
- |
-
|
- | 50,000 | (5) |
$45.14
|
$45.03
|
$
|
1,330,500 | ||||
6/13/07
|
-
|
7,485 | (2) |
11,228
|
- | - |
-
|
-
|
$
|
393,054 | ||||
6/13/07
|
-
|
5,364 | (3) |
8,046
|
- | - |
-
|
-
|
$
|
281,664 | ||||
6/13/07
|
-
|
4,702 | (4) |
7,053
|
- | - |
-
|
-
|
$
|
246,885 | ||||
Michael
A. Bless
|
6/13/07
|
-
|
6,737 | (2) |
10,105
|
- | - |
-
|
-
|
$
|
353,749 | |||
Robert
R. Nielsen
|
6/13/07
|
-
|
6,155 | (2) |
9,232
|
- | - |
-
|
-
|
$
|
323,178 | |||
Giulio
Casello
|
6/13/07
|
-
|
4,256 | (2) |
6,385
|
- | - |
-
|
-
|
$
|
223,501 |
(1)
|
When
an employee first becomes a participant and therefore eligible for
performance share awards, they also become eligible to participate in
awards for prior performance program periods on a rolling basis, based on
the percentage of the relevant performance program period during which
they served. These awards for prior years are determined based
on the same price per share for Century common stock used for other award
participants for the relevant performance program period. Mr. Hale first
became a participant and eligible for performance share awards on June 13,
2007.
|
(2)
|
The
amounts shown represent the number of performance share units awarded to
the named executive officer for the 2007-2009 performance program period
which will be considered by our Compensation Committee in
2010.
|
(3)
|
The
amounts shown represent the number of performance share units awarded to
Mr. Hale for the 2006-2008 performance program period which will be
considered by our Compensation Committee in 2009.
|
(4)
|
The
amounts shown represent the number of performance share units awarded to
Mr. Hale for the 2005-2007 performance program period. On March
19, 2008, our Compensation Committee approved a 105% vesting of the
performance share units for the 2005-2007 performance program period,
resulting in the award of 4,937 shares of our common stock to Mr.
Hale.
|
(5)
|
Upon
commencement of his employment with Century, Mr. Hale received 25,000
service-based performance shares, and options to purchase 50,000 shares of
our common stock with a grant price equal to $45.14, which was the average
of the high and low sales price for our common stock on NASDAQ on the
grant date. To the extent we pay dividends on our common stock,
dividend equivalents will accrue on the service-based performance shares
from the date of grant and will become payable upon vesting.
|
(6)
|
Our
1996 Plan provides that options are granted at not less than the “fair
market value” of the shares subject to such option, which is defined in
the 1996 Plan as the average of the high and low sales price for shares of
our common stock on the grant date.
|
(7)
|
The
values relected represent the grant date fair value of the awards
determined in accordance with FAS
123(R).
|
Option Awards |
|
Stock
Awards
|
||||||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying
Unexercised Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested (#)
|
Market
Value of Shares or Units of Stock That Have Not Vested ($)(9)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or
Other Rights That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested
($)(9)
|
|||||
Logan
W. Kruger
|
36,667
|
33,333 |
(1)
|
-
|
$23.98
|
12/14/15
|
25,000 |
(5)
|
$ |
1,348,500
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
-
|
-
|
15,087 |
(10)
|
$813,793
|
|||||
-
|
-
|
-
|
-
|
-
|
-
|
-
|
15,152 |
(11)
|
$817,299
|
|||||
Wayne
R. Hale
|
16,667
|
33,333 |
(2)
|
-
|
$45.14
|
3/1/17
|
25,000 |
(6)
|
$ |
1,348,500
|
-
|
-
|
||
5,364 |
(10)
|
$289,334
|
||||||||||||
7,485 |
(11)
|
$403,741
|
||||||||||||
Michael
A. Bless
|
19,998
|
10,002 |
(3)
|
-
|
$29.92
|
1/23/16
|
13,333 |
(7)
|
$ |
719,182
|
-
|
-
|
||
6,705 |
(10)
|
$361,668
|
||||||||||||
6,737 |
(11)
|
$363,394
|
||||||||||||
Robert
R. Nielsen
|
16,665
|
8,335 |
(4)
|
-
|
$47.61
|
5/1/16
|
10,000 |
(8)
|
$ |
539,400
|
-
|
-
|
||
5,867 |
(10)
|
$316,466
|
||||||||||||
6,155 |
(11)
|
$332,001
|
||||||||||||
Giulio
Casello
|
21,000
|
-
|
-
|
$24.55
|
9/12/15
|
-
|
-
|
-
|
-
|
|||||
4,191 |
(10)
|
$226,063
|
||||||||||||
4,256 |
(11)
|
$229,569
|
||||||||||||
(1)
|
These
options will vest on December 14, 2008.
|
(2)
|
These
options vested one half on March 1, 2008 and the remaining options will
vest on March 1, 2009.
|
(3)
|
These
options vested on January 22, 2008.
|
(4)
|
These
options will vest on May 1, 2008.
|
(5)
|
These
service-based performance shares vested on January 1, 2008. Although we
did not pay dividends on our common stock during the vesting period, under
the terms of the service-based performance shares, dividend equivalents
would have accrued on the service-based performance shares if we had paid
any dividends during the vesting period.
|
(6)
|
These
service-based performance shares vested one-third on March 1, 2008, the
remaining shares will vest equally on March 1, 2009 and March 1, 2010. To
the extent we pay dividends on our common stock, dividend equivalents will
accrue on the service-based performance shares from the date of grant and
will become payable upon vesting.
|
(7)
|
These
service-based performance shares vested one-half on January 22, 2008, and
the remaining shares will vest on January 22, 2009. To the extent we pay
dividends on our common stock, dividend equivalents will accrue on the
service-based performance shares from the date of grant and will become
payable upon vesting.
|
(8)
|
These
service-based performance shares will vest equally on May 1, 2008 and May
1, 2009. To the extent we pay dividends on our common stock, dividend
equivalents will accrue on the service-based performance shares from the
date of grant and will become payable upon vesting.
|
(9)
|
Based
on the closing market price for shares of our common stock of $53.94 on
December 31, 2007, the last trading day for the fiscal year ended
December 31, 2007.
|
(10)
|
The
amounts shown represent the number of performance share units awarded to
the named executive officer for the 2006-2008 performance program period
which will be considered by our Compensation Committee in
2009.
|
(11)
|
The
amounts shown represent the number of performance share units awarded to
the named executive officer for the 2007-2009 performance program period
which will be considered by our Compensation Committee in
2010
|
Option
Awards
|
|
Stock
Awards
|
||||
Name
|
Number
of Shares Acquired on Exercise
|
Value
Realized on Exercise ($)
|
Number
of Shares Acquired
on
Vesting(1)
(2)
|
Value
Realized on Vesting ($)
|
||
Logan
W. Kruger
|
30,000
|
840,558
|
46,661
|
2,459,911
|
||
Wayne
R. Hale
|
-
|
-
|
4,937
|
310,290
|
||
Michael
A. Bless
|
-
|
-
|
14,411
|
760,591
|
||
Robert
R. Nielsen
|
-
|
-
|
11,776
|
662,922
|
||
Giulio
Casello
|
-
|
-
|
4,839
|
304,131
|
(1)
|
Includes
shares received pursuant to the long-term incentive program for the
2005-2007 performance program period by each named executive officer in
March 2008.
|
(2)
|
Excludes
shares received in 2007 by our named executive officers pursuant to the
long-term incentive program for the 2004-2006 performance program, which
shares were reported in our proxy statement for our 2007 annual
meeting.
|
Name
|
Plan
|
Number
of Years
Credited
|
Present
Value of
Accumulated
Benefit (1)
|
Payments
During
Last
Fiscal Year
|
||
Logan
W. Kruger
|
Non-Contributory
Defined Pension Plan
|
2.08
|
$ | 223,221 |
|
-
|
Supplemental
Retirement Income Benefit Plan (SERP)
|
-
|
$ |
8,493,745
|
(2)
|
-
|
|
Wayne
R. Hale
|
Non-Contributory
Defined Pension Plan
|
0.83
|
$ | 339,823 |
|
-
|
Supplemental
Retirement Income Benefit Plan (SERP)
|
-
|
-
|
-
|
|||
Michael
A. Bless
|
Non-Contributory
Defined Pension Plan
|
1.92
|
$ |
82,042
|
-
|
|
Supplemental
Retirement Income Benefit Plan (SERP)
|
-
|
-
|
-
|
|||
Robert
R. Nielsen(3)
|
Non-Contributory
Defined Pension Plan
|
1.67
|
$ | 200,300 |
|
-
|
Supplemental
Retirement Income Benefit Plan (SERP)
|
-
|
-
|
-
|
|||
Giulio
Casello
|
Non-Contributory
Defined Pension Plan
|
2.33
|
$ | 32,597 |
|
-
|
Supplemental
Retirement Income Benefit Plan (SERP)
|
-
|
-
|
-
|
(1)
|
Includes
amounts that the named executive officer may not currently be entitled to
receive because such amounts are not
vested.
|
(2)
|
When
determining present value, vesting is ignored. Mr. Kruger's benefits
vest 1/120th per calendar month for 120 months beginning December 13,
2005; provided, however, that any vested enhanced supplemental retirement
benefit will be forfeited if Mr. Kruger’s employment with the Company
terminates prior to December 13, 2010, except by reason of his death or
disability, termination by the Company “without cause” or termination by
Mr. Kruger for “good reason”, or upon a change in control. If Mr. Kruger
dies or becomes disabled before December 13, 2010, Mr. Kruger or his
estate will retain all enhanced supplemental retirement benefits that have
vested through the date of his death or disability. If Mr. Kruger
dies or becomes disabled after December 13, 2010, or if there is a change
in control of the Company, the enhanced supplemental retirement benefits
will fully vest. Finally, if Mr. Kruger’s employment with the Company is
terminated by the Company without “cause” or is terminated by Mr. Kruger
for “good reason”, Mr. Kruger’s supplemental retirement benefits will
continue to vest over the remaining portion of the contract term, as
described above.
|
(3)
|
As
of December 31, 2007, of our named executive officers employed by us
on that date, only Mr. Nielsen was eligible to retire and begin receiving
a benefit under our retirement
plans.
|
Type
of Termination
|
|||||||||||||||
Named
Executive Officer
|
Voluntary
|
By
Company without Cause or by Officer with Cause
|
By
Company with Cause
|
Retirement
|
Disability
|
Death
|
Following
a Change in Control
|
||||||||
Logan
W. Kruger
|
|||||||||||||||
Salary
|
-
|
$2,445,000
|
-
|
-
|
$1,630,000
|
-
|
$2,445,000
|
||||||||
Bonus(3)
|
|
-
|
$3,345,000
|
-
|
-
|
$2,230,000
|
-
|
$3,345,000
|
|||||||
Qualified
Retirement benefits
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
SERP
|
$485,791
|
(1)
|
$485,791
|
(1)
|
$485,791
|
(1)
|
$485,791
|
(1)
|
$485,791
|
(1)
|
$242,896
|
(2)
|
$776,251
|
(7)
|
|
SERP
with Enhancement
|
$1,329,953
|
(1)
|
$3,073,346
|
(1)
|
$1,329,953
|
(1)
|
$1,329,953
|
(1)
|
$1,329,953
|
(1)
|
$664,977
|
(2)
|
$10,031,863
|
(7)
|
|
Stock
options
|
-
|
-
|
-
|
-
|
$998,657
|
(4)
|
$998,657
|
(4)
|
$998,657
|
(4)
|
|||||
Performance
shares
|
-
|
-
|
-
|
-
|
-
|
(5)
|
-
|
(5)
|
$1,631,074
|
(8)
|
|||||
Service
based performance shares (6)
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||
Excise
tax gross up
|
-
|
-
|
-
|
-
|
-
|
-
|
$9,843,440
|
||||||||
Insurance
continuation
|
-
|
-
|
-
|
-
|
-
|
-
|
$55,791
|
||||||||
Total
|
$1,815,744
|
$9,349,137
|
$1,815,744
|
$1,815,744
|
$6,674,401
|
$1,906,530
|
$29,127,076
|
||||||||
Wayne
R. Hale
|
|||||||||||||||
Salary
|
-
|
$1,350,000
|
-
|
-
|
$900,000
|
-
|
$1,350,000
|
||||||||
Bonus(3)
|
|
-
|
$1,050,000
|
-
|
-
|
$700,000
|
-
|
$1,050,000
|
|||||||
Qualified
Retirement benefits
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
SERP
|
$97,009
|
(1)
|
$97,009
|
(1)
|
$97,009
|
(1)
|
$97,009
|
(1)
|
$97,009
|
(1)
|
$48,505
|
(2)
|
$276,027
|
(7) | |
SERP
with Enhancement
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
Stock
options
|
-
|
-
|
-
|
-
|
$293,330
|
(4)
|
$293,330
|
(4)
|
$293,330
|
(4) | |||||
Performance
shares
|
-
|
-
|
-
|
-
|
-
|
(5)
|
-
|
(5)
|
$693,075
|
(8) | |||||
Service
based performance shares
|
-
|
-
|
-
|
-
|
$1,348,500
|
(9)
|
$1,348,500
|
(9)
|
$1,348,500
|
(9) | |||||
Excise
tax gross up
|
-
|
-
|
-
|
-
|
-
|
-
|
$2,200,481
|
||||||||
Insurance
continuation
|
-
|
-
|
-
|
-
|
-
|
-
|
$62,469
|
||||||||
Total
|
$97,009
|
$2,497,009
|
$97,009
|
$97,009
|
$3,338,839
|
$1,690,335
|
$7,273,882
|
Type of Termination |
|
||||||||||||||
Named
Executive Officer
|
Voluntary
|
By
Company without Cause or by Officer with Cause
|
By
Company with Cause
|
Retirement
|
Disability
|
Death
|
Following
a Change in Control
|
||||||||
Michael
A. Bless
|
|||||||||||||||
Salary
|
-
|
$1,215,000
|
-
|
-
|
$810,000
|
-
|
$1,215,000
|
||||||||
Bonus
(3)
|
|
-
|
$1,035,000
|
-
|
-
|
$690,000
|
-
|
$1,035,000
|
|||||||
Qualified
Retirement benefits
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
SERP
|
$68,648
|
(1)
|
$68,648
|
(1)
|
$68,648
|
(1)
|
$68,648
|
(1)
|
$68,648
|
(1)
|
$34,324
|
(2)
|
$116,621
|
(7)
|
|
SERP
with Enhancement
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
Stock
options
|
-
|
-
|
-
|
-
|
$240,298
|
(4)
|
$240,298
|
(4)
|
$240,298
|
(4)
|
|||||
Performance
shares
|
-
|
-
|
-
|
-
|
-
|
(5)
|
-
|
(5)
|
$725,050
|
(8)
|
|||||
Service
based performance shares
|
-
|
-
|
-
|
-
|
$719,182
|
(9)
|
$719,182
|
(9)
|
$719,182
|
(9)
|
|||||
Excise
tax gross up
|
-
|
-
|
-
|
-
|
-
|
-
|
$1,884,876
|
||||||||
Insurance
continuation
|
-
|
-
|
-
|
-
|
-
|
-
|
$54,699
|
||||||||
Total
|
$68,648
|
$
2,318,648
|
$68,648
|
$68,648
|
$2,528,128
|
$993,804
|
$5,990,726
|
||||||||
Robert
R. Nielsen
|
|||||||||||||||
Salary
|
-
|
$1,110,000
|
-
|
-
|
$740,000
|
-
|
$1,110,000
|
||||||||
Bonus
(3)
|
|
-
|
$945,000
|
-
|
-
|
$630,000
|
-
|
$945,000
|
|||||||
Qualified
Retirement benefits
|
$200,300
|
(10)
|
$200,300
|
(10)
|
$200,300
|
(10)
|
$200,300
|
(10)
|
$200,300
|
(10)
|
$100,150
|
(2)
|
$200,300
|
(10)
|
|
SERP
|
-
|
-
|
-
|
-
|
-
|
-
|
$137,131
|
(7)
|
|||||||
SERP
with Enhancement
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
Stock
options
|
-
|
-
|
-
|
-
|
$52,761
|
(4)
|
$52,761
|
(4)
|
$52,761
|
(4)
|
|||||
Performance
shares
|
-
|
-
|
-
|
-
|
-
|
(5)
|
-
|
(5)
|
$648,467
|
(8)
|
|||||
Service
based performance shares
|
-
|
-
|
-
|
-
|
$539,400
|
(9)
|
$539,400
|
(9)
|
$539,400
|
(9)
|
|||||
Excise
tax gross up
|
-
|
-
|
-
|
-
|
-
|
-
|
$1,716,642
|
||||||||
Insurance
continuation
|
-
|
-
|
-
|
-
|
-
|
-
|
$69,972
|
||||||||
Total
|
$200,300
|
$2,255,300
|
$200,300
|
$200,300
|
$2,162,461
|
$692,311
|
$5,419,673
|
||||||||
Giulio
Casello
|
|||||||||||||||
Salary
|
-
|
-
|
-
|
-
|
-
|
-
|
$550,000
|
||||||||
Bonus
|
-
|
-
|
-
|
-
|
-
|
-
|
$530,000
|
||||||||
Qualified
Retirement benefits
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
SERP
|
-
|
-
|
-
|
-
|
-
|
-
|
$71,735
|
||||||||
SERP
with Enhancement
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
Stock
options
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
Performance
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
Service
based performance shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
Excise
tax gross up
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||
Insurance
continuation
|
-
|
-
|
-
|
-
|
-
|
-
|
$30,353
|
||||||||
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
$1,182,088
|
||||||||
(1)
|
The
amount shown will not be paid to the named executive as a lump
sum. Rather, the amount represents the actuarial calculated
present value of benefits that will be received upon obtaining normal
retirement age (62).
|
(2)
|
The
amount shown will not be paid to the named executive as a lump
sum. Rather, the amount represents the actuarial calculated
present value of benefits that will be paid to a surviving spouse as an
annuity upon the death of the named executive.
|
(3)
|
The
amount shown is based on the bonus earned in 2007 which was subsequently
paid in March 2008.
|
(4)
|
The
amount shown represents the value of unvested stock options based on our
closing stock price on December 31, 2007. Options will be
exercisable within three years of death or disability or the expiration
date of the options, whichever is sooner. Upon termination
following a change in control, unvested options will immediately vest and
the named executive has the right to require Century to purchase, for
cash, the stock acquired by the named executive from the option exercise
at the fair market value.
|
(5)
|
The
named executive officer will continue to participate in our long term
incentive program, and awards, if any, of the outstanding performance
share units granted for the 2006-2008 and 2007-2009 performance program
periods will be determined after consideration by the Compensation
Committee in 2009 and 2010, respectively. See 2007 Outstanding
Equity Awards at Fiscal Year-End Table on page 33 for the number of
performance share units awarded to the executive for the 2006-2008 and
2007-2009 performance programs.
|
(6)
|
Excludes
$1,350,000 realized for service based performance shares vesting on
January 1, 2008.
|
(7)
|
The
amount shown represents the lump sum payment of the actuarial equivalent
of the difference between the retirement benefit the named executive is
actually entitled to receive under our qualified pension plan and a
“recalculated” retirement benefit that includes additional three full
years of credited service. In addition, the named executive is
entitled to retirement benefits upon obtaining normal retirement
age.
|
(8)
|
The
amount shown represents the value of outstanding performance share units
granted to the named executive officer for the 2006-2008 and 2007-2009
performance program periods. Shares will be immediately awarded
at 100% and the named executive shall have the right to require the
Company to purchase, for cash, the stock awarded at the fair market
value. The value presented assumes 100% award valued at our
December 31, 2007 closing stock price.
|
(9)
|
The
amount shown represents the value of unvested service based performance
share units granted to the named executive officer. Upon death
or disability the unvested units will continue to vest over the
contractual term. Upon termination following a change in
control, unvested units will immediately vest and the named executive
shall have the right to require the Company to purchase, for cash, the
stock awarded at the fair market value. The value represented
is based on our December 31, 2007 closing stock price.
|
(10)
|
The
named executive officer has obtained normal retirement age. The
amount shown here represents the actuarial calculated present value of
retirement benefits.
|
2007
|
2006
|
|||
Audit
Fees
|
$ |
1,660,000
|
$ |
1,674,000
|
Audit-Related
Fees
|
178,000
|
133,000
|
||
Tax
Fees
|
675,000
|
387,000
|
||
All
Other Fees
|
320,000
|
-
|
||
Total
All Fees
|
$ |
2,833,000
|
$ |
2,194,000
|
Electronic
Voting Instructions
|
|
You
can vote by Internet or telephone!
|
|
Available
24 hours a day, 7 days a week!
|
|
Instead of
mailing your proxy, you may choose one of the two voting methods outlined
below to vote your proxy.
VALIDATION
DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
|
|
Proxies
submitted by the Internet or telephone must be received by 1:00 a.m.,
Central Time, on June 24, 2008
|
|
Vote
by Internet
|
|
▪ |
Log on to the
Internet and go to
www.investorvote.com/CENX
|
▪ |
Follow the
steps outlined on the secured website.
|
Vote
by telephone
|
|
▪ |
Call toll free
1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico
any time on a touch tone telephone. There is NO CHARGE to you
for the call.
|
▪ |
Follow the instructions
provided by the recorded
message.
|
Annual
Meeting Proxy
Card
|
A
|
Proposals
– The Board of Directors recommends a vote FOR
all the nominees listed and FOR
Proposal 2.
|
1.
|
Election of
Class III Directors
|
||||||||||||
For
|
Withhold
|
For
|
Withhold
|
For
|
Withhold
|
||||||||
01
|
- Robert
E. Fishman, Ph.D.
|
[ ]
|
[ ]
|
02
|
- Jack
E. Thompson
|
[ ]
|
[ ]
|
03
|
- Catherine
Z. Manning
|
[ ]
|
[ ]
|
||
(for a term
to expire on 2011)
|
(for a term
to expire on 2011)
|
(for a term
to expire on 2011)
|
For
|
Against
|
Abstain
|
||||||
2.
|
Proposal to
ratify the appointment of Deloitte & Touche LLP as the Company’s
independent auditors for the fiscal year ending December 31,
2008
|
[ ]
|
[ ]
|
[ ]
|
3.
|
By signing
below, the undersigned authorizes the proxies to vote, in their
discretion, upon such other matters as may properly come before the
meeting.
|
B
|
Non-Voting
Items
|
By marking
this box, I consent to access future Annual Reports and Proxy Statements
of Century Aluminum electronically over the Internet. I
understand that unless I request otherwise or revoke my consent, Century
Aluminum will notify me when any such communications are available and how
to access them. I understand that costs associated with the use
of the Internet will be my responsibility. To revoke my
consent, I can contact Century Aluminum’s transfer agent, Computershare
Investor Services, at 1-312-360-5375.
|
[ ]
|
Change of
Address – Please print your new address
below.
|
Meeting
Attendance
Mark the box
to the right if you plan to attend the Annual Meeting.
|
[ ]
|
|
C
|
Authorized Signatures –
This section must be completed for your vote to be counted. – Date and
Sign Below
|
Date
(mm/dd/yyyyy) – Please print date below.
|
Signature 1 –
Please keep signature within the box.
|
Signature 2 –
Please keep signature within the box.
|
||
Proxy
– Century Aluminum Company
|