UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2024
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________ to __________
Commission file number: 001-35931
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive office (US))
(443 ) 420-7861
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes
☐ No
Indicate by check mark whether the registrant submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of "large
accelerated filer," "accelerated filer," "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicated 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the
relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐
Yes ☒ No
The aggregate market value of the registrant’s ordinary shares held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2024) was
approximately $2.7 billion.
The number of issued and outstanding ordinary shares of the registrant on December 31, 2024, was 146,819,884 and 143,523,308 shares, respectively.
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Auditor Location: |
PCAOB ID |
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Constellium SE for the fiscal year ended December
31, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025 (the “Original Filing”). Although, as a foreign private issuer, Constellium SE is not required to do so, beginning in 2025, Constellium SE
has voluntarily elected to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the SEC instead of filing the reporting forms available to foreign private issuers. The I.R.S. Employer
Identification Number of Constellium US Holdings I, LLC which is a U.S. subsidiary of Constellium SE is: 27-4126819.
Constellium SE has also elected to voluntarily publish a proxy statement for its annual general meeting to be held in 2025 in a format intended to comply with the requirements of Schedule 14A of the Exchange Act. However, as Constellium SE’s
proxy statement is not filed pursuant to Regulation 14A, Constellium SE may not incorporate by reference information required by Part III of its Form 10-K from its proxy statement.
Therefore, we are filing this Amendment pursuant to General Instruction G(3) of Form 10-K, which provides that registrants may file an amendment with the SEC within 120 days after the end of the fiscal year to provide certain information
required by Part III of the Form 10-K. Accordingly, this Amendment is being filed solely to:
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amend Part III, Item 11 of the Original Filing to include the information not previously included in such Items;
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amend Part III, Item 12 of the Original Filing to include an updated description of the material features of the Constellium SE 2013 Equity Incentive Plan; and
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amend Part IV, Item 15 of the Original Filing to include (i) an amended description of our ordinary shares as Exhibit 4.1, (ii) Amendment No. 6 to the Constellium SE 2013 Equity Incentive Plan as Exhibit 10.61, and (iii) new
certifications of our Principal Executive Officer and Principal Financial Officer as Exhibits 31.1 and 31.2, dated as of the date hereof.
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This Amendment does not otherwise change or update any of the disclosures set forth in the Original Filing. This Amendment speaks as of the date of the Original Filing and does not otherwise reflect events that may have occurred after the
date of the Original Filing, nor does it modify or update any disclosures that may have been affected by events subsequent to the date of the Original Filing, except as otherwise stated.
References to “CSTM”, “we”, “us”, “our” or “the Company” in this Amendment refer to Constellium SE together with its consolidated subsidiaries.
i
Table of Contents
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Page
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PART III
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Item 11
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1 |
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Item 12
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26 |
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PART IV
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Item 15
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29 |
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Signatures
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38 |
ii
PART III
This Compensation Discussion and Analysis (the “CD&A”) discusses our compensation policies and determinations that apply to our named executive officers (the “Named Executive Officers” or
“NEOs”). When we refer to NEOs, we are referring to the following individuals whose 2024 compensation is set forth below in the Summary Compensation Table and subsequent compensation tables.
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Name
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Position
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Jean-Marc Germain
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Chief Executive Officer (“CEO”)
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Jack Guo
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Senior Vice President and Chief Financial Officer (“CFO”)
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Ingrid Joerg
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Executive Vice President and Chief Operating Officer
President, Packaging, Automotive & Rolled Products business unit
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Philippe Hoffmann
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President, Aerospace & Transportation business unit
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Ryan Jurkovic
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Chief Human Resources Officer
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While the discussion in the CD&A is focused on our NEOs, many of our executive compensation programs apply broadly to our executive officers and senior officers.
Executive Summary
Our Executive Compensation Philosophy
Our executive compensation philosophy rests on four pillars:
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Total Compensation Approach. Pay and rewards are considered in their totality.
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| 2) |
Differentiated Pay Based on Performance and Value Creation. Compensation is differentiated in a way that recognizes the value that each executive creates
individually and collectively.
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| 3) |
Market Competitiveness. We use appropriate competitive data to inform, but not dictate, pay decisions.
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| 4) |
Well-conceived Pay Positioning, Pay Mix and Award Allocation. We consider both internal equity and external market comparisons in setting total direct
compensation; balance direct compensation components in a way that gives a competitive mix of cash and equity ownership, with higher percentages of equity the more senior the role; use a mix of metrics; and motivate executives to have an
ownership mindset and to align with shareholder interests by providing them the opportunity to own Company stock.
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2024 Business Highlights
2024 was a challenging year as the Company experienced demand weakness across most of its end markets along with extreme weather impacting operations in the US and Europe. Beginning in 2025, the
Company became a voluntary domestic filer and began filing reports under the SEC’s U.S. domestic company forms. The Company filed its Annual Report on Form 10-K on February 28, 2025, which included audited financial statements prepared under U.S.
GAAP and in U.S. dollars for the first time. Previously, the Company disclosed consolidated financials prepared under IFRS and in euros. In 2024, the Company had Adjusted EBITDA of $623 million and Free Cash Flow of $(100) million as disclosed in
its Form 10-K and as prepared under U.S. GAAP. The Company's management's discussion and analysis of financial condition and results of operations, quantitative and qualitative disclosures about market risk, and financial statements for fiscal
year 2024 can be found in Items 7, 7A, and 8, respectively, of the Company's Annual Report on Form 10-K.
1
2024 Compensation Highlights
Consistent with our executive compensation philosophy and our performance in 2024, the elements of our direct compensation program for the NEOs and a summary of related compensation highlights for
2024 are set forth below.
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Compensation
Component
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Link to Compensation Philosophy
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2024 Compensation Highlights
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Base Salary
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• Competitive base salaries help attract and retain executive talent
• Fixed cash compensation recognizes factors such as individual contribution, time in role, and scope of responsibility
• Reviewed annually and adjusted as appropriate
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• Merit and/or market-based increases for 2024, ranging from 0% to 7%
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Annual Cash Incentive (EPA)
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• Focus executives on achieving annually established financial, strategic, and individual goals that are key indicators of ongoing operational performance and support our business strategy
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• EPA awards were earned below target, with payouts as a percentage of target ranging from 34% to 39%
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Long-Term Equity Incentives
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• Incentivize and reward long-term gains in shareholder value, with vesting terms of three years to support retention while rewarding future growth
• Encourages executive ownership and alignment with external shareholders
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• Executives were awarded a combination of restricted stock units, or RSUs, and performance stock units, or PSUs
• PSUs that were eligible to be earned based on three-year relative total shareholder return (“TSR”) performance from May 2021 to May 2024, measured against the companies in the S&P MidCap 400 Materials
Index and the S&P SmallCap 600 Materials Index, were earned at 152% of target
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Positive Pay Practices
The Company's executive compensation program reflects several positive pay governance practices, as follows:
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What We Do
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What We Don't Do
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✔ Grant compensation that is primarily at-risk and variable
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✘ Allow hedging or pledging of Company stock by directors or executive officers
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✔ Subject annual cash incentives and PSUs to measurable and rigorous goals
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✘ Reprice stock options
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✔ Use an independent compensation consultant on an ad-hoc basis
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✘ Provide excessive perquisites
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✔ Cap annual cash incentive payments at 150% of target and PSUs at 200% of target
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✘ Pay tax gross-ups on a change in control
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✔ Structure compensation to avoid excessive risk taking
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✘ Provide “single trigger” change in control payments
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✔ Provide competitive compensation that is compared against industry peer groups
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✘ Provide excessive severance benefits
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✔ Maintain a robust clawback policy
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2
Say-On-Pay
As a foreign private issuer, we are exempt from the proxy solicitation rules under Section 14 of the Exchange Act, including rules requiring a shareholder advisory vote to approve the compensation
of our named executive officers (commonly referred to as the “Say-On-Pay vote”) in connection with a proxy solicitation.
How We Determine Executive Compensation
Oversight Responsibilities for Executive Compensation
The table below summarizes the key oversight responsibilities for executive compensation.
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Board of Directors
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• Approves the compensation philosophy, policies and structure with respect to the EPA and long-term equity incentive plan
• Reviews and approves the performance and remuneration of our Chief Executive Officer on an annual basis
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Human Resources Committee
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• Reviews and make recommendations to the Board with respect to our compensation philosophy, policies and structure with respect to the EPA and long-term equity incentive plan
• Reviews and recommends the corporate goals, performance and compensation structure of our Chief Executive Officer on an annual basis
• Reviews and approves recommendations on the compensation structure of the Chief Executive Officer’s direct reports on an annual basis
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Chief Executive Officer and Management
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• Management, including the Chief Executive Officer, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the Chief Executive Officer, and provides these
recommendations to the Human Resources Committee
• Responsible for the administration of the compensation programs once Human Resources Committee decisions are finalized
• Chief Executive Officer is not involved in any decision as to his own compensation
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Use of Market Data
The Human Resources Committee approved a peer group of industry-relevant and similarly sized companies to be used for reference when making 2024 compensation decisions. Market comparison information
for the CEO and CFO was sourced from publicly available peer group information. Market comparison information for our other NEOs was sourced from the Mercer Executive Remuneration survey for the manufacturing industry. For Ms. Joerg and Mr.
Hoffmann, the Pan-European survey data for manufacturing industry was utilized; for Mr. Jurkovic, the US survey data for manufacturing industry was utilized. These data sources served as important reference points in assessing the competitiveness
of base salary, incentive targets, and total direct compensation, as well as on overall market design practices.
For purposes of 2024 executive compensation decisions, the Human Resources Committee approved the following North American peer group.
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2024 North American Compensation Peer Group
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Alcoa Corporation
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Commercial Metals Co.
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Ryerson Holding Corp.
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ATI Inc.
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Crown Holdings, Inc.
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Schnitzer Steel Industries, Inc.
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Arconic Corp.
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Kaiser Aluminum Corp.
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Steel Dynamics, Inc.
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Century Aluminum Co.
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Novelis Inc.
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Thor Industries, Inc.
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Cleveland-Cliffs Inc.
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Reliance, Inc.
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Worthington Enterprises, Inc.
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3
2024 Named Executive Officer Compensation
Base Salary
Base salaries for each Named Executive Officer are set taking into account such executive's qualifications, experience, and contributions. Base salaries are reviewed annually, and any adjustment is
determined based on an assessment of corporate performance, the performance of each Named Executive Officer against his or her individual job and functional area's responsibilities, and competitive market conditions for executive compensation for
similar positions. For and during 2024, base salaries were increased as follows, to reflect annual merit increases and to align with market:
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Name
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2023 Base Salary
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2024 Base Salary
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% Increase
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Jean-Marc Germain
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$1,115,000
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$1,115,000
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—
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Jack Guo
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$525,000
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$540,000
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3%
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Ingrid Joerg(1)
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$945,804
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$988,607
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5%(2)
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Philippe Hoffmann(1)
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$611,994
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$656,235
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7%(2)
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Ryan Jurkovic
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$520,000
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$544,000
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5%
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| (1) |
Amounts converted to U.S. dollars from Swiss francs based on the average exchange rate of 1.1127 and 1.1363 in 2023 and 2024.
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| (2) |
The percentage base salary increases reflected for Ms. Joerg and Mr. Hoffmann are partially driven by increase in average exchange rates. Ms. Joerg’s base salary increased by 2% (CHF 850,008 in 2023 to CHF
870,012 in 2024) and Mr. Hoffmann’s by 5% (CHF 550,008 in 2023 to CHF 577,512 in 2024).
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Annual Cash Incentive Plan (the “EPA”)
Each of our NEOs participates in the Employee Performance Award (EPA) plan. The EPA is an annual cash bonus plan intended to provide performance-related award opportunities to employees contributing
substantially to the success of the Company. Under the EPA, participants are provided opportunities to earn cash bonuses based on the level of achievement of certain financial, sustainability, and individual objectives as approved by our Human
Resources Committee for the applicable annual performance period.
The three components of bonuses awarded under the EPA for 2024 had the following weights:
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•
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Financial Objectives(1)(4) — 65% (EPA Adjusted EBITDA(2) (50%) and EPA Adjusted Free Cash Flow(3) (15%))
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•
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Sustainability Objectives — 15% (Environmental, Health and Safety (“EHS”) (5%), Inclusion (5%), and Carbon Emissions (5%))
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Individual Objectives — 20%
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| (1) |
In 2024 and earlier years, the Company prepared consolidated audited financial statements solely under IFRS and euros. As such, the metrics used to set the 2024 EPA targets are based on the Company’s 2024
EPA Adjusted EBITDA and EPA Adjusted Free Cash Flow prepared under IFRS and presented in euros (as set forth in the following EPA table).
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| (2) |
EPA Adjusted EBITDA is defined as income / (loss) from continuing operations before income taxes, results from joint ventures, net finance costs, other expenses and depreciation, amortization as adjusted to
exclude restructuring costs, impairment charges, unrealized gains or losses on derivatives and on foreign exchange differences on transactions that do not qualify for hedge accounting, metal price lag, share-based compensation expense,
non-operating gains / (losses) on pension and other post-employment benefits, expenses on factoring arrangements, effects of certain purchase accounting adjustments, start-up and development costs or acquisition, integration and
separation costs, certain incremental costs and other exceptional, unusual or generally non-recurring items, and as may be further adjusted by the Company on an annual basis to remove the impact of certain one-off or non-recurring events.
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| (3) |
EPA Adjusted Free Cash Flow is defined as net cash flow from operating activities, less capital expenditures, net of property, plant and equipment inflows excluding factoring impacts and may be further
adjusted by the Company on an annual basis to remove the impact of certain one-off or non-recurring events.
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| (4) |
The adjustments taken for EPA Adjusted EBITDA and EPA Adjusted Free Cash Flow are reviewed and approved by the Human Resources Committee. In fiscal year 2024 no additional adjustments were made.
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Each component can be earned at 0% to 200% of target, however, the overall EPA payout is capped at 150% of target.
Financial Objectives. To promote synergies throughout the Company, the EPA is designed to encourage individual plants, business units and our corporate
division to work closely together to achieve common strategic, operating and financial goals.
4
For 2024, the Human Resources Committee chose EPA Adjusted EBITDA and EPA Adjusted Free Cash Flow as the financial objectives because it views these to be the best measures of the Company's
performance in the short-term, with greater weighting on EPA Adjusted EBITDA due to its importance in measuring the profitability and financial performance of the Company’s operating segments. Below are the 2024 threshold, target, maximum and
actual performance levels against these metrics:
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Metric
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Threshold
(0% of target)
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Target
(100% of target)
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Maximum
(200% of target)
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Actual
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% Achievement
(unweighted)
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EPA Adjusted EBITDA(1)
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€
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665
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€
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740
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€
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815
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€
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542.4
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0%
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EPA Adjusted Free Cash Flow(1)
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€
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60
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€
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120
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€
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180
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€
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4.8
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0%
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(1)
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In millions and rounded. As disclosed above, the figures in the table are based on the Company’s 2024 results reported in euros and prepared under IFRS.
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If threshold performance is not achieved for a financial objective, there is no payout. Between threshold performance and target performance, payouts increase linearly from 0% to 100%. Achieving
maximum performance level for a financial objective results in a payout of 200%, with payouts increasing linearly from 100% to 200% (subject to the overall EPA cap of 150% of target).
Sustainability Objectives. The sustainability objectives are divided into EHS (5%), inclusion (5%) and carbon emissions (5%) components. The EHS metric is
measured quarterly at the Company, business unit or operating unit/site level, while inclusion and carbon emissions (scope 1 and carbon 2 emission) are measured annually at the Company level. Payout for sustainability objectives can range from 0%
to 200% (subject to the overall EPA cap of 150% of target).
The EHS recordable case rate measures the number of fatalities, serious injuries, lost-time injuries, restricted work injuries, or medical treatments per 1 million hours worked, including by our
contractors. The 2024 threshold, target and maximum for EHS were 1.98, 1.65 and 1.50 respectively. EHS recordable case rate is measured on a quarter-by-quarter basis with the resulting average of the four quarters calculated at year-end. For
2024, the unweighted achievement for EHS recordable case rate was 23%. For inclusion, the threshold, target and maximum were 23%, 24% and 25%. For carbon emissions, the threshold, target and maximum were 0.697, 0.632 and 0.615. The actuals for
inclusion and carbon emissions were 24.9% and 0.659, resulting in unweighted achievement of 190% and 58.5%.
Individual Objectives. The individual objectives are evaluated annually via the performance management program (the “Performance Management Program”), and
achievement against these objectives is used to determine the percentage attained of the individual objectives target. Payouts for individual objectives can range from 0% to 200% (subject to the overall EPA cap of 150% of target).
The individual objectives for 2024 were as follows:
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Mr. Germain: Driving financial performance by delivering budget, driving sustainable Free Cash Flow generation, advancing the overall strategy with sustainability as a competitive advantage, strengthening
the leadership pipeline for executive officer succession, and fostering growth in shareholder relations.
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Mr. Guo: Executing the 2024 budget and financial objectives, refining M&A roadmap and strategy, driving high-value strategic initiatives, and advancing team development.
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Ms. Joerg: Leading the strategic oversight of three business units, driving achievement of overall group financial performance and sustainability targets and developing leadership succession.
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Mr. Hoffmann: Delivering 2024 budget and targeted operational performance while executing a long-term strategy to ensure the sustainable profitability of the A&T business.
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Mr. Jurkovic: Implementing the human resources annual and strategic plan to enable business performance, driving talent and organizational development, executing rewards strategy and ensuring effective
human resources governance.
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Based on individual performance outcomes, the Human Resources Committee recommended the following payout percentages for the individual objectives component: Mr. Germain 100%; Mr. Guo 100%; Ms.
Joerg 100%; Mr. Hoffmann 125%; and Mr. Jurkovic 100%.
5
Based on the performance results described above, the NEOs earned the following EPA payouts for 2024. Bonuses earned for fiscal year 2024 were paid out in March 2025.
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Name
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2024 Target Bonus
(% of Base Salary)
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2024 Target Bonus
($)
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2024 Bonus Payout
(% of Target)
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2024 Bonus Payout
($)
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Jean-Marc Germain
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140%
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$
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1,561,000
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34%
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$
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524,496
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Jack Guo
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90%
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$
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486,000
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34%
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$
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163,296
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Ingrid Joerg(1)
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90%
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$
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889,747
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34%
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$
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298,955
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Philippe Hoffmann(1)
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85%
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$
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557,800
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39%
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$
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215,331
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Ryan Jurkovic
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65%
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$
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353,600
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34%
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$
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118,810
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(1)
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Target bonus amounts and bonus payout amounts are converted to U.S. dollars from Swiss francs based on the average exchange rate of 1.1363 in fiscal year 2024.
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Long-Term Equity Incentive Program
2024 Equity Grants
Equity grants are a critical component of our executive compensation strategy, designed to incentivize our executive officers and closely align their interests with those of our shareholders. Our
2024 annual long-term equity program consisted of restricted stock units (“RSUs”) and performance stock units (“PSUs”), with targeted weightings of approximately 35% and 65%, for RSUs and PSUs, respectively. Our targeted grant values are based on
Constellium's 20-day average stock price prior to the grant date and differ from the grant date fair values used for accounting purposes that are reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table.
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Award Type
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Description / Objective
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Restricted Stock Units
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• Cliff vest on the third anniversary of the grant date, subject to continued service
• Realized value linked to share price while supporting retention
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Performance Stock Units
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• Awarded to select executives to further incentivize performance
• PSUs may be earned from 0% - 200% of target shares awarded based on achievement against three-year relative TSR goals
• Performance is measured against the companies in the S&P MidCap 400 Materials Index and the S&P SmallCap 600 Materials Index
• Earned units vest on the third anniversary of the grant date, subject to continued service
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The performance schedule for the 2024 PSUs is summarized in the table below; provided that, if Constellium's Total Shareholder Return (“TSR”) is negative, the number of PSUs that can be earned is
capped at 100% of target.
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Constellium TSR
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% of Target PSUs Earned
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Below the average of the two 25th percentile TSRs of the comparator group
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0%
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Equal to the average of the two 25th percentile TSRs of the comparator group
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25%
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Between the average of the two 25th percentile TSRs and the average of the two median TSRs of the comparator group
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25% - 100%, determined by linear interpolation
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Equal to the average of the two median TSRs of the comparator group
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100%
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Between the average of the two median TSRs and the average of the two 75th percentile TSRs of the comparator group
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100% - 200%, determined by linear interpolation
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Equal to or above the average of the two 75th percentile TSRs of the comparator group
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200%
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2021-2024 PSUs
PSUs that were eligible to be earned based on three-year relative TSR performance from May 2021 to May 2024, against the same peer group and performance schedule as described above for the 2024
PSUs, were earned at 152% of target.
Other Compensation and Governance Matters
Equity Grant Policies
Equity grants to executive officers currently are made pursuant to our Constellium SE 2013 Equity Incentive Plan. We do not coordinate the grant of equity awards to the timing of releases of material non-public information.
6
Share Ownership Guidelines (“SOGs”)
In 2018, we adopted Share Ownership Guidelines for our executive officers to encourage minimum levels of ownership and to foster alignment between the executive officers and shareholder interests.
The Share Ownership Guidelines for our executive officers are as follows:
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Position
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Ownership Requirement
(multiple of base salary)
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Chief Executive Officer
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4x
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Chief Financial Officer and Business Unit Presidents
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2x
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All Other Executive Officers
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1x
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The SOGs give the executive officers five years to achieve guideline percentages. 50% of unvested RSUs count towards ownership, and unvested PSUs do not count toward ownership.
Employment Agreements and Termination Benefits
Constellium is party to employment agreements or offer letters with each of its NEOs. In general, Constellium may terminate its executive's employment or services for “cause” upon advance written
notice, without compensation, for certain acts of the officer. Each executive officer may terminate his or her employment at any time upon advance written notice to Constellium. If the executive's employment or services is terminated by
Constellium without “cause” or by the executive for “good reason,” the executive may be entitled to certain payments as provided by applicable laws or under the applicable employment agreement or offer letter. Except for the foregoing, our
executives are not entitled to any severance payments upon the termination of their employment or services for any reason. See “Potential Payments Upon Termination or Change-In-Control” for further detail.
Retirement Benefits
Our U.S. based NEOs participate in a tax-qualified defined contribution 401(k) plan available to all our salaried employees. Additionally, a select group of highly compensated employees of
Constellium US Holdings I, LLC and certain other subsidiaries and affiliates (including Messrs. Germain, Guo and Jurkovic) are eligible to participate in the Constellium US Holdings I, LLC U.S. Non-qualified Deferred Compensation and Restoration
Plan (“DCRP”). The DCRP allows such employees to defer up to 85% of their EPA award. The DCRP is also a non-qualified restoration plan for employer contributions that cannot be made to our 401(k) plan due to the Code Section 401(a)(17) annual
limit on compensation paid under a qualified plan. The restoration contribution equals 9% of total eligible 2024 pay (base salary plus bonus award paid in 2024) in excess of this limit. The 9% consists of the 6% employer matching contribution and
the 3% non-elective retirement contribution. Employee EPA deferrals and employer restoration contributions are 100% vested.
Ms. Joerg and Mr. Hoffmann, who are based in Switzerland, participate in the Constellium Group Switzerland Pension Fund (Basic Plan) within FCT (Trianon Collective Foundation) and Constellium Group
Switzerland Pension Fund (Plan 1e) within FCT 1e (Trianon Collective Foundation 1e). The Plan 1e generally operates similarly to a U.S. qualified defined contribution plan, and allows participants to choose their pension fund assets’ investment
strategy. Both Constellium and the participants make contributions to the Plan 1e. Retirement benefits are only payable as a lump sum. Employer contributions to the Plan 1e are reflected within All Other Compensation in the Summary Compensation
Table. Please see the 2024 Pension Benefits table for further information regarding the Basic Plan.
Other Benefits
We provide employees with benefits and perquisites based on competitive market conditions. All salaried employees, including the NEOs, receive healthcare coverage as well as life and disability
insurance protection. Our NEOs (and some other executive officers) are also entitled to additional benefits, which may include a car allowance, parking, lunch allowance, company car, and tax services.
Prohibition on Hedging and Pledging
We adopted an anti-hedging and pledging policy prohibiting directors and executive officers from engaging in hedging transactions and pledging of Constellium ordinary shares effective March 2025.
For this purpose, a hedge means any financial instrument or derivative transaction, or trading strategy designed to hedge or offset any decrease in the market value of the Company's ordinary shares, such as a covered call, collar, prepaid
variable forward sale contract, equity swap, exchange fund or similar transaction.
7
Clawback Policy
In November 2023, the Board approved a compensation clawback policy pursuant to, and consistent with, the listing requirements of the NYSE. The policy applies to certain members of the Company's
current and former executive officers and provides for the mandatory recovery of certain erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance
with any financial reporting requirement under the federal securities laws.
Compensation Risk Assessment
We believe our approach to compensation helps mitigate excessive risk-taking that could harm stockholder value or reward poor judgment by our executives. Our Human Resources Committee monitors and
considers the risk mitigating factors when recommending executive compensation. The Company engaged an external compensation consultant to perform a compensation risk assessment. The compensation consultant noted that the current compensation
plan provides for a balanced approach to delivering incentives and gave the company a low-risk rating. Based on such external review, the Human Resources Committee has concluded that the compensation program does not create risks that are
reasonably likely to have a materially adverse effect on the Company or put the Company at risk.
HUMAN RESOURCES COMMITTEE REPORT
Our Human Resources Committee has reviewed and discussed the section entitled "Compensation Discussion and Analysis" with management. Based upon this review and discussion, the Human Resources Committee recommended
to the Board of Directors that the section entitled "Compensation Discussion and Analysis" be included in this annual report on Form 10-K.
Martha Brooks, Chair
Jean-Christophe Deslarze
Jean-Philippe Puig
8
FISCAL YEAR 2024 SUMMARY COMPENSATION TABLE
The following table sets forth summary information concerning the compensation of our NEOs for each of the last three completed fiscal years.
|
Name and
Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Non-Equity
Incentive Plan
Compensation
($)(2)
|
Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
($)(3)
|
All Other
Compensation
($)(4)
|
Total
($)(8)
|
|||||||||||||||||||||
|
Jean-Marc Germain
Chief Executive Officer(5)
|
2024
|
$
|
1,115,000
|
$
|
0
|
$
|
6,915,992
|
$
|
524,496
|
$
|
0
|
$
|
326,264
|
$
|
8,881,752
|
||||||||||||||
|
2023
|
$
|
1,115,000
|
$
|
0
|
$
|
6,452,077
|
$
|
2,074,569
|
$
|
0
|
$
|
321,347
|
$
|
9,962,993
|
|||||||||||||||
|
2022
|
$
|
1,115,000
|
$
|
0
|
$
|
5,662,557
|
$
|
1,966,979
|
$
|
0
|
$
|
194,474
|
$
|
8,939,010
|
|||||||||||||||
|
Jack Guo
Chief Financial Officer(6)
|
2024
|
$
|
536,250
|
$
|
0
|
$
|
1,383,193
|
$
|
163,296
|
$
|
0
|
$
|
104,429
|
$
|
2,187,167
|
||||||||||||||
|
2023
|
$
|
480,054
|
$
|
0
|
$
|
1,173,101
|
$
|
470,048
|
$
|
0
|
$
|
83,271
|
$
|
2,206,475
|
|||||||||||||||
|
Ingrid Joerg
Chief Operating Officer(7)
|
2024
|
$
|
982,925
|
$
|
0
|
$
|
1,175,715
|
$
|
298,955
|
$
|
191,676
|
$
|
124,763
|
$
|
2,774,033
|
||||||||||||||
|
2023
|
$
|
877,184
|
$
|
0
|
$
|
2,056,346
|
$
|
1,018,297
|
$
|
164,631
|
$
|
92,251
|
$
|
4,208,709
|
|||||||||||||||
|
2022
|
$
|
775,801
|
$
|
0
|
$
|
994,402
|
$
|
872,857
|
$
|
0
|
$
|
81,989
|
$
|
2,725,049
|
|||||||||||||||
|
Philippe Hoffmann
President, A&T(7)
|
2024
|
$
|
648,422
|
$
|
0
|
$
|
1,071,965
|
$
|
215,311
|
$
|
186,344
|
$
|
73,421
|
$
|
2,195,463
|
||||||||||||||
|
2023
|
$
|
605,037
|
$
|
0
|
$
|
1,099,792
|
$
|
699,143
|
$
|
252,519
|
$
|
66,002
|
$
|
2,722,494
|
|||||||||||||||
|
2022
|
$
|
536,385
|
$
|
0
|
$
|
994,402
|
$
|
596,420
|
$
|
0
|
$
|
59,802
|
$
|
2,187,008
|
|||||||||||||||
|
Ryan Jurkovic
Chief Human Resources Officer
|
2024
|
$
|
538,000
|
$
|
0
|
$
|
899,075
|
$
|
118,810
|
$
|
0
|
$
|
127,721
|
$
|
1,683,606
|
||||||||||||||
|
2023
|
$
|
515,000
|
$
|
0
|
$
|
916,483
|
$
|
442,442
|
$
|
0
|
$
|
119,538
|
$
|
1,993,463
|
|||||||||||||||
|
2022
|
$
|
493,750
|
$
|
0
|
$
|
828,652
|
$
|
408,527
|
$
|
0
|
$
|
85,295
|
$
|
1,816,224
|
|||||||||||||||
| (1) |
For fiscal year 2024, represents the aggregate grant date fair value of RSUs and PSUs granted in fiscal year 2024, computed in accordance with FASB ASC Topic 718. The total grant date fair value of the
PSUs that may be earned depending on our relative TSR remains the same whether the maximum, target, or below target performance is earned. The assumptions used in calculating the valuations are set forth in Note 22 to the Company's
consolidated financial statements for fiscal year 2024 including in the Company's Annual Report 10-K, filed with the SEC on February 28, 2025.
|
9
| (2) |
For fiscal year 2024, represents performance-based amounts earned under our 2024 Annual Cash Incentive Plan (the EPA) as described in the CD&A under “Annual Cash Incentive Awards.” Mr. Germain and Guo
deferred a portion of their EPA payments into the DCRP, which deferral will be reflected in the DCRP during fiscal year 2025. See “Non-Qualified Deferred Compensation for Fiscal Year 2024” for more information.
|
| (3) |
Reflects the aggregate change in the actuarial present value of benefits under the Constellium Basic Swiss Pension Plan for Ms. Joerg and Mr. Hoffmann.
|
| (4) |
For fiscal year 2024, payments to our NEOs included in the “All Other Compensation” column include the following: Mr. Germain – parking, car allowance ($13,800), tax services; long-term disability, life
insurance, individual disability, and medical insurance premiums ($23,480); and, employer contributions to the DCRP ($247,468) and the 401(k) Plan ($22,931); Mr. Guo – car allowance ($13,800); long-term disability, life insurance,
individual disability, and medical insurance premiums ($23,480); and, employer contributions to the DCRP ($29,562) and the 401(k) Plan ($31,050); Ms. Joerg – car allowance, lunch allowance, and company car ($15,736); and employer
contribution to the Constellium Switzerland 1e Pension Fund (Plan 1e) ($104,936); Mr. Hoffmann – company car ($10,027); dental insurance premiums; and, employer contribution to the Constellium Switzerland 1e Pension Fund (Plan 1e)
($61,134); and, Mr. Jurkovic – parking; car allowance ($13,800); long-term disability, life insurance, individual disability, and medical insurance premiums ($23,301); and, employer contributions to the DCRP ($53,417) and the 401(k)
Plan ($23,969).
|
| (5) |
Mr. Germain does not receive additional compensation to serve as an executive director.
|
| (6) |
Mr. Guo was named Chief Financial Officer effective as of April 1, 2023. Prior to April 1, 2023, Mr. Guo was not a named executive officer.
|
| (7) |
Cash payments to Ms. Joerg and Mr. Hoffmann are made in Swiss francs. All payments were converted using the average exchange rate for the applicable fiscal year of 1 CHF to 1.1363 in 2024, 1 CHF to 1.1127
USD in 2023 and 1 CHF to 1.0466 USD in 2022. The source of the exchange rate is European Central Bank.
|
| (8) |
Items in the Total column may not foot due to rounding.
|
10
FISCAL YEAR 2024 GRANTS OF PLAN BASED AWARDS
The following table specifies the grants of awards made under our cash bonus and equity incentive plans to the NEOs during and for fiscal year 2024.
|
Estimated Future
Payouts Under
Non-Equity
Incentive Plans(1)
|
Estimated Future
Payouts Under
Equity
Incentive Plans(2)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(2)(4)
|
Grant Date
Fair Value
of Stock
Awards
($)(5)
|
||||||||||||||||||||||||
|
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||||||||||
|
Jean-Marc Germain
|
—
|
$
|
0
|
$
|
1,561,000
|
$
|
2,341,500
|
—
|
|||||||||||||||||||
|
3/14/2024
|
94,710
|
$
|
1,877,152
|
||||||||||||||||||||||||
|
3/14/2024
|
46,415
|
185,661
|
371,322
|
$
|
5,038,840
|
||||||||||||||||||||||
|
Jack Guo
|
—
|
$
|
0
|
$
|
486,000
|
$
|
729,000
|
—
|
|||||||||||||||||||
|
3/14/2024
|
18,942
|
$
|
375,430
|
||||||||||||||||||||||||
|
3/14/2024
|
9,283
|
37,132
|
74,264
|
$
|
1,007,762
|
||||||||||||||||||||||
|
Ingrid Joerg
|
—
|
$
|
0
|
$
|
889,747
|
$
|
1,334,620
|
—
|
|||||||||||||||||||
|
3/14/2024
|
16,101
|
$
|
319,122
|
||||||||||||||||||||||||
|
3/14/2024
|
7,891
|
31,562
|
63,124
|
$
|
856,593
|
||||||||||||||||||||||
|
Philippe Hoffmann
|
—
|
$
|
0
|
$
|
557,800
|
$
|
836,700
|
—
|
|||||||||||||||||||
|
3/14/2024
|
14,680
|
$
|
290,958
|
||||||||||||||||||||||||
|
3/14/2024
|
7,194
|
28,777
|
57,554
|
$
|
781,008
|
||||||||||||||||||||||
|
Ryan Jurkovic
|
—
|
$
|
0
|
$
|
353,600
|
$
|
530,400
|
—
|
|||||||||||||||||||
|
3/14/2024
|
12,312
|
$
|
244,024
|
||||||||||||||||||||||||
|
3/14/2024
|
6,034
|
24,136
|
48,272
|
$
|
655,051
|
||||||||||||||||||||||
| (1) |
Represents awards that could have been earned under the EPA based on performance in fiscal year 2024. For additional information, please refer to the CD&A under “Annual Cash Incentive Plan” above.
Actual EPA payouts are reflected in the “Summary Compensation Table” under the “Nonequity Incentive Plan Compensation” column.
|
| (2) |
Awards made pursuant to the Constellium SE 2013 Long Term Incentive Plan. With respect to the PSUs described in footnote (3) that may be earned depending on Constellium's relative TSR, the “Threshold”
column reflects the number of PSUs that will be earned if the lowest TSR performance goals are achieved, the “Target” column reflects the number of PSUs that will be earned if the TSR performance goals are achieved at target levels, and
the “Maximum” column reflects the maximum number of PSUs that could be earned if the highest level of performance is achieved.
|
| (3) |
PSUs may be earned from 0% - 200% of target shares awarded based on achievement against three-year relative TSR goals measured against the companies in the S&P MidCap 400 Materials Index and the
S&P SmallCap 600 Materials Index. Earned PSUs vest on the third anniversary of the grant date, subject to continued service.
|
|
(4)
|
RSUs cliff vest on the third anniversary of the grant date, subject to continued service.
|
| (5) |
The amounts included in this column reflect the aggregate grant date fair value of PSUs and RSUs granted to the NEOs in fiscal year 2024, computed in accordance with FASB ASC Topic 718, excluding the
effect of any estimated forfeitures.
|
11
NEO Employment Arrangements
Employment Agreement with Jean-Marc Germain
Jean-Marc Germain's employment agreement is dated April 25, 2016, and provides that his annual base salary will be subject to review on an annual basis by the Board of Directors.
Mr. Germain's annual base salary for 2024 was $1,115,000 and has not been raised since 2020. The employment agreement provides for a target annual bonus of 120% of base salary, with a potential maximum annual bonus of 180% of base salary. In
2022, Mr. Germain's target annual bonus was increased from 120% to 130% of base salary (equal to $1,449,500), and his potential maximum annual bonus was increased to 195% (equal to $2,174,250). In 2023, his target annual bonus was increased to
140% of base salary (equal to $1,561,000), and his potential maximum annual bonus was increased to 210% (equal to $2,341,500). Under his agreement, Mr. Germain may be granted equity compensation awards at the discretion of the Board of
Directors.
Employment Agreement with Jack Guo
Jack Guo's employment agreement is dated as of March 31, 2023, and was entered into when he was promoted to Chief Financial Officer, effective April 1, 2023. The employment agreement provides
for an annual base salary of $525,000 (which will be reviewed once per year commencing in 2024), a target annual bonus of 75% of base salary (equal to $393,750), and a maximum potential annual bonus which could be up to 150% of base salary. For
2023, his annual bonus was calculated based on (i) his prior position held from January 1 to March 31, and (ii) his position and compensation as Chief Financial Officer held from April 1 to December 31, 2023. Mr. Guo may be granted equity
compensation awards at the discretion of the Board of Directors. Effective April 1, 2024, Mr. Guo's annual base salary was increased by 3% to $540,000. His annual target bonus was 90% of his base salary (equal to $486,000), with a maximum
potential annual bonus of 135% of base salary ($729,000).
Offer and Promotion Letters with Ingrid Joerg
Ingrid Joerg originally entered into an offer letter on December 15, 2014, in connection with her commencement of employment with Constellium. On July 24, 2023, she entered into an addendum
to her offer letter when she was promoted to Executive Vice President and Chief Operating Officer, BU President for Packaging & Automotive Rolled Products and Interim President of Automotive Structures & Industry, effective September 1,
2023, which provides that her annual base salary is CHF 850,000 per year, a target annual bonus of 90% of base salary (equal to CHF 765,000), and a maximum annual bonus of 135% of base salary (equal to CHF 1,147,500). Effective April 1, 2024,
Ms. Joerg's annual base salary was increased by 2% to CHF 870,012. Her annual target bonus was 90% of her base salary (equal to CHF 783,011), with a maximum potential annual bonus of 135% of base salary (CHF 1,174,516). Under her agreement,
Ms. Joerg may be granted equity compensation awards at the discretion of the Board of Directors.
Offer Letter with Phillippe Hoffmann
Phillippe Hoffmann entered into an offer letter on October 1, 2020, in connection with his continued employment with Constellium, which provides that his annual base salary will be CHF
475,000 per year, a target annual bonus of 85% of base salary (equal to CHF 403,750). Effective April 1, 2024, Mr. Hoffmann's annual base salary was increased by 5% from CHF 550,008 to CHF 577,512. His annual target bonus was 85% of his base
salary (equal to CHF 490,885), with a maximum potential annual bonus of 127.5% of base salary (CHF 736,328). Mr. Hoffmann may be granted equity compensation awards at the discretion of the Board of Directors.
Employment Agreement with Ryan Jurkovic
Ryan Jurkovic's employment agreement is dated as of September 31, 2016, and was effective as of November 2, 2016. The employment agreement provides for an annual base salary of $400,000
(which will be reviewed once per year), a target annual bonus of 60% of base salary (equal to $240,000), and a maximum potential annual bonus of 90% of base salary (equal to $360,000). Under his agreement, Mr. Jurkovic may be granted equity
compensation awards at the discretion of the Board of Directors. Effective April 1, 2024, Mr. Jurkovic's annual base salary was increased by 5% from $520,000 to $544,000. His annual target bonus was 65% of his base salary (equal to $353,600),
with a maximum potential annual bonus of 97.5% of base salary (equal to $530,400).
12
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
The following table sets forth certain information with respect to outstanding stock awards granted to our NEOs as of fiscal year end. As of December
31, 2024, we have not granted stock options.
|
Stock Awards
|
||||||||||||||||||
|
Name
|
Grant
Date
|
Number of Shares
or Units of Stock
That Have Not
Yet Vested
(#)(1)
|
Market Value of
Shares or Units
of Stock That
Have Not Yet Vested
($)(2)
|
Equity Incentive Plan
Awards: Number of
Unearned Shares, Units,
or Other Rights That
Have Not Yet Vested
(#)(3)
|
Equity Incentive Plan
Awards: Market or Payout
Value of Unearned Shares
Units, or Other Rights That
Have Not Yet Vested
($)(2)
|
|||||||||||||
|
Jean-Marc Germain
|
3/14/2024
|
94,710
|
$
|
972,672
|
||||||||||||||
|
3/14/2024
|
371,322
|
$
|
3,813,477
|
|||||||||||||||
|
3/9/2023
|
106,438
|
$
|
1,093,118
|
|||||||||||||||
|
3/9/2023
|
417,306
|
$
|
4,285,733
|
|||||||||||||||
|
3/10/2022
|
81,037
|
$
|
832,250
|
|||||||||||||||
|
3/10/2022
|
317,716
|
$
|
3,262,943
|
|||||||||||||||
|
Jack Guo
|
3/14/2024
|
18,942
|
$
|
194,534
|
||||||||||||||
|
3/14/2024
|
74,264
|
$
|
762,691
|
|||||||||||||||
|
3/9/2023
|
19,352
|
$
|
198,745
|
|||||||||||||||
|
3/9/2023
|
75,874
|
$
|
779,226
|
|||||||||||||||
|
Ingrid Joerg
|
3/14/2024
|
16,101
|
$
|
165,357
|
||||||||||||||
|
3/14/2024
|
63,124
|
$
|
648,283
|
|||||||||||||||
|
3/9/2023
|
18,143
|
$
|
186,329
|
|||||||||||||||
|
3/9/2023
|
71,132
|
$
|
730,526
|
|||||||||||||||
|
7/10/2023
|
56,301
|
$
|
578,211
|
|||||||||||||||
|
3/10/2022
|
14,231
|
$
|
146,152
|
|||||||||||||||
|
3/10/2022
|
55,794
|
$
|
573,004
|
|||||||||||||||
|
Philippe Hoffmann
|
3/14/2024
|
14,680
|
$
|
150,764
|
||||||||||||||
|
3/14/2024
|
57,554
|
$
|
591,080
|
|||||||||||||||
|
3/9/2023
|
18,143
|
$
|
186,329
|
|||||||||||||||
|
3/9/2023
|
71,132
|
$
|
730,526
|
|||||||||||||||
|
3/10/2022
|
14,231
|
$
|
146,152
|
|||||||||||||||
|
3/10/2022
|
55,794
|
$
|
573,004
|
|||||||||||||||
|
Ryan Jurkovic
|
3/14/2024
|
12,312
|
$
|
126,444
|
||||||||||||||
|
3/14/2024
|
48,272
|
$
|
495,753
|
|||||||||||||||
|
3/9/2023
|
15,119
|
$
|
155,272
|
|||||||||||||||
|
3/9/2023
|
59,276
|
$
|
608,765
|
|||||||||||||||
|
3/10/2022
|
11,859
|
$
|
121,792
|
|||||||||||||||
|
3/10/2022
|
46,494
|
$
|
477,493
|
|||||||||||||||
| (1) |
RSUs cliff vest on the third anniversary of the grant date, subject to continued service.
|
| (2) |
Amounts reported are based on the closing price of our ordinary shares on the NYSE as of December 31, 2024, the last trading day of our fiscal year, of $10.27 per share.
|
| (3) |
Annual PSUs may be earned from 0% - 200% of target shares awarded based on achievement against three-year relative TSR goals measured against the companies in the S&P MidCap 400 Materials Index
and the S&P SmallCap 600 Materials Index. Earned PSUs vest on the third anniversary of the grant date, subject to continued service. The number of shares presented for PSUs assume achievement at maximum performance as described
under the section titled “2024 Equity Grants” in the CD&A.
|
13
STOCK VESTED IN FISCAL YEAR 2024
The following table summarizes the number of RSUs and PSUs that were acquired upon vesting and the value realized upon such vesting for each of the NEOs during fiscal
year 2024.
|
Stock Awards
|
||||||||
|
Name
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized
on Vesting
($)
|
||||||
|
Jean-Marc Germain
|
357,070
|
$
|
7,212,814
|
|||||
|
Jack Guo
|
13,002
|
$
|
262,640
|
|||||
|
Ingrid Joerg
|
62,546
|
$
|
1,263,429
|
|||||
|
Philippe Hoffmann
|
62,546
|
$
|
1,263,429
|
|||||
|
Ryan Jurkovic
|
51,010
|
$
|
1,030,402
|
|||||
PENSION BENEFITS FISCAL YEAR 2024
|
Name
|
Plan
|
Number of Years
Credited Service
(#)(1)
|
Present Value of
Accumulated Benefit
($)(2)
|
Payments During
Last Fiscal Year
($)
|
||||||||||
|
Ingrid Joerg
|
Constellium Group Switzerland Pension Fund (Basic Plan)
|
9.80
|
$
|
1,389,512
|
$
|
0
|
||||||||
|
Philippe Hoffmann
|
Constellium Group Switzerland Pension Fund (Basic Plan)
|
10.50
|
$
|
1,681,743
|
$
|
0
|
||||||||
| (1) |
Years of credited service represent seniority within Constellium. They do not affect the calculation of benefits under the Basic Plan.
|
| (2) |
The amounts in the table were calculated in Swiss francs and converted to U.S. dollars using the average exchange rate for 2024 (1 CHF to 1.1363 USD).
|
14
Ms. Joerg and Mr. Hoffmann participate in the Constellium Group Switzerland Pension Fund (Basic Plan) within FCT (Trianon Collective Foundation), a cash balance-based pension arrangement,
under which Constellium contributes an annual amount on behalf of each participant based on such participant’s salary, bonus and age. Participants must also make contributions based on their salary, bonus and age. The annual post-retirement
benefit under the Swiss Basic Pension Plan is calculated as a percentage of the accumulated capital in the Basic Plan for the employee at the time the employee retires. In the event the employee retires earlier than the regular retirement
age of 65, the percentage is reduced. Subject to certain conditions, participants may elect to receive pension benefits entirely or partially in a lump sum; any funds taken as a lump sum reduce the remaining capital and, as a result, the
amount of the annual payments. Because of the way benefits are calculated under the Basic Plan, it is not possible to express the pension benefits as a percentage of the last or an average salary.
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024
The following table shows the non-qualified deferred compensation activity for each of the NEOs during fiscal year 2024. The DCRP is described in the CD&A under
“Retirement Benefits.”
|
Name
|
Executive
Contributions
In Last FY
($)(1)
|
Company
Contributions
In Last FY
($)(2)
|
Aggregate
Earnings
In Last FY
($)(3)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance
At Last FYE
($)(4)
|
|||||||||||||||
|
Jean-Marc Germain
|
$
|
1,763,384
|
$
|
247,678
|
$
|
270,721
|
$
|
0
|
$
|
3,464,173
|
||||||||||
|
Jack Guo
|
$
|
0
|
$
|
29,562
|
$
|
13,036
|
$
|
0
|
$
|
163,395
|
||||||||||
|
Ingrid Joerg
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Philippe Hoffmann
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Ryan Jurkovic
|
$
|
0
|
$
|
53,417
|
$
|
21,269
|
$
|
0
|
$
|
330,660
|
||||||||||
| (1) |
Amounts represent the portion of the EPA award that each executive deferred during fiscal year 2024 (in respect of fiscal year 2023 compensation).
|
| (2) |
Represents Constellium's restoration contributions under the DCRP that funded in fiscal year 2024 (in respect of fiscal year 2023 compensation). These contributions are also reported in the “Summary
Compensation Table” under the “All Other Compensation” column.
|
| (3) |
None of the amounts shown in this column are included in the “Summary Compensation Table” because they are not preferential or above-market.
|
|
(4)
|
None of the amounts in this column were previously reported in the Summary Compensation Table for prior fiscal years as this is the first year that
Constellium has disclosed a Summary Compensation Table, however, a portion of the amounts in this column reflect executive and Company contributions for years prior to fiscal year 2024.
|
Earnings on amounts contributed to the DCRP, like our 401(k) plan, are based on participant selections among the deemed investment options selected by Constellium
that are similar to those provided under the 401(k) plan. Benefits under the DCRP are unsecured and are general assets of Constellium. Participants are generally eligible to receive payment (or commence payment, as applicable) of their
vested benefit as soon as practicable after July 1st of the year following their year of termination, with respect to employee contributions, on or about July
1st of the year specified by the participant, or at a later date if necessary to comply with Section 409A of the Internal Revenue Code. Participants may elect
to receive their payments in a lump sum or in installments.
15
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT
OR CHANGE IN CONTROL
NEO Employment Arrangements
In general, Constellium may terminate its officers' employment or services for “cause” upon advance written notice, without compensation, for certain acts of the
officer. Each officer may terminate his or her employment at any time upon advance written notice to Constellium. In the event that the officer's employment or services is terminated by Constellium without “cause” or by him or her for “good
reason,” the officer may be entitled to certain payments as provided by applicable laws or collective bargaining agreements or as otherwise provided under the applicable employment agreements or offer letters as described below. Except for
the foregoing, our officers are not entitled to any severance payments upon the termination of their employment or services for any reason. Mr. Hoffmann's offer letter does not provide for any severance benefits.
Employment Agreement with Jean-Marc Germain
Under Jean-Marc Germain's employment agreement, if Mr. Germain is terminated without “cause” or he resigns for “good reason” (each as defined in the employment
agreement), he will be entitled to receive, subject to his execution and non-revocation of a release of claims, cash severance equal to one time (or two times if such termination occurs within the 12-month period following a “change in
control” (as defined in the employment agreement)) the sum of his annual base salary and target annual bonus, payable in installments. The employment agreement also includes perpetual confidentiality and mutual non-disparagement covenants
and 12-month post-termination non-competition and non-solicitation covenants.
Employment Agreements with Jack Guo and Ryan Jurkovic
Under each of Jack Guo and Ryan Jurkovic's employment agreements, if they are terminated without “cause” or resign for “good reason” (each as defined in the
employment agreement), they will be entitled to receive, subject to execution and non-revocation of a release of claims, (a) cash severance in an amount equal to the sum of their respective annual base salary and target annual bonus,
payable in equal installments over 12 months, and (b) up to six months of COBRA coverage paid by Constellium. Both of the employment agreements also include a perpetual confidentiality covenant and 12-month post-termination non-competition
and non-solicitation covenants. If Mr. Guo or Mr. Jurkovic's employment is terminated without “cause”, they will be offered an additional amount equal to 50% of the sum of their respective annual base salary and target annual bonus paid in
the 12 months prior to termination, to be paid in installments, in consideration for agreeing to not compete.
Offer and Promotion Letters with Ingrid Joerg
Under Ingrid Joerg's offer letter, as amended to date, if Ms. Joerg is terminated without “cause” or she resigns for “good reason” (each as defined in the offer
letter), she will be entitled to receive severance equal to 12 months of her current annual base salary. Her initial employment contract also includes a perpetual confidentiality covenant and 18-months post-termination non-competition and
non-solicitation covenants. If Ms. Joerg's employment is terminated without “cause” or she resigns and Constellium decides to apply the aforementioned restrictive covenants, Ms. Joerg will be offered an additional amount equal to (a) in the
case of her resignation, 50% of her average compensation (including annual base salary, annual bonus award, if any, and afferent vacation pay paid to her in the 12 months prior to her termination), or (b) in the case of her termination
without “cause”, 60% of her average compensation (including gross base salary, annual bonus award, if any, and afferent vacation pay paid to her in the 12 months prior to her termination), in each case paid in installments in consideration
for her agreeing to not compete.
Treatment of Outstanding Equity Awards as of December 31, 2024
The terms of the applicable RSU and PSU award agreements provide for the following treatment of unvested equity awards in connection with qualifying terminations of
employment or a change in control. Outstanding RSUs and PSUs are subject to full, immediate vesting, based on target performance in the case of PSUs, upon a participant's death; full, continued vesting, based on actual performance in the
case of PSUs, upon a participant's permanent disability; and, pro-rata, continued vesting, based on actual performance in the case of PSUs, upon a participant's retirement (none of the NEOs are currently retirement eligible). Upon a change
in control (as defined under the applicable award agreements), RSUs and PSUs convert into cash obligations, with PSUs converting at the higher of
target and actual performance as of the change in control, and the converted cash obligations remain subject to continued service through the original vesting date,
provided that if a participant is terminated without “cause” or for “good reason”) (as defined under the applicable award agreements), the cash obligations vest in full upon such termination.
16
Quantification of Payments upon Termination or Change in Control
The following table provides information regarding certain potential payments that would have been made to the NEOs if the triggering event occurred on December 31,
2024, given compensation and service levels as of that date and, where applicable, based on the closing market price per share of the Company's ordinary shares on the last trading day of the fiscal year ($10.27 on December 31, 2024).
Amounts actually received upon the occurrence of a triggering event will vary based on factors such as the timing during the year of such event the market price of the Company's ordinary shares, and the officer's compensation level.
|
Prior to Change in Control
|
After a Change in Control
|
|||||||||||||||||
|
Name
|
Type of Payment
|
Involuntary Termination
W/o Cause or w/ Good reason
($)
|
Involuntary Termination
W/o Cause or w/ Good reason
($)
|
Death
($)
|
Disability
($)
|
|||||||||||||
|
Jean-Marc Germain
|
Cash Severance
|
$
|
2,676,000
|
$
|
5,352,000
|
—
|
—
|
|||||||||||
|
RSUs Unvested
|
—
|
$
|
2,898,040
|
$
|
2,898,040
|
$
|
2,898,040
|
|||||||||||
|
PSUs Unvested(2)
|
—
|
$
|
5,681,076
|
$
|
5,681,076
|
$
|
5,681,076
|
|||||||||||
|
Total
|
$
|
2,676,000
|
$
|
13,931,116
|
$
|
8,579,116
|
$
|
8,579,116
|
||||||||||
|
Jack Guo
|
Cash Severance(1)
|
$
|
1,026,000
|
$
|
1,026,000
|
—
|
—
|
|||||||||||
|
RSUs Unvested
|
—
|
$
|
393,279
|
$
|
393,279
|
$
|
393,279
|
|||||||||||
|
PSUs Unvested(2)
|
—
|
$
|
770,959
|
$
|
770,959
|
$
|
770,959
|
|||||||||||
|
Continued Health(3)
|
$
|
11,975
|
$
|
11,975
|
—
|
—
|
||||||||||||
|
Total
|
$
|
1,037,975
|
$
|
2,202,213
|
$
|
1,164,238
|
$
|
1,164,238
|
||||||||||
|
Ingrid Joerg
|
Cash Severance(1)
|
$
|
988,607
|
$
|
988,607
|
—
|
—
|
|||||||||||
|
RSUs Unvested
|
—
|
$
|
1,076,050
|
$
|
1,076,050
|
$
|
1,076,050
|
|||||||||||
|
PSUs Unvested(2)
|
—
|
$
|
975,907
|
$
|
975,907
|
$
|
975,907
|
|||||||||||
|
Total
|
$
|
988,607
|
$
|
3,040,564
|
$
|
2,051,956
|
$
|
2,051,956
|
||||||||||
|
Philippe Hoffmann
|
Cash Severance
|
—
|
—
|
—
|
—
|
|||||||||||||
|
RSUs Unvested
|
—
|
$
|
483,245
|
$
|
483,245
|
$
|
483,245
|
|||||||||||
|
PSUs Unvested(2)
|
—
|
$
|
947,305
|
$
|
947,305
|
$
|
947,305
|
|||||||||||
|
Total
|
$
|
0
|
$
|
1,430,549
|
$
|
1,430,549
|
$
|
1,430,549
|
||||||||||
|
Ryan Jurkovic
|
Cash Severance(1)
|
$
|
897,600
|
$
|
897,600
|
—
|
—
|
|||||||||||
|
RSUs Unvested
|
—
|
$
|
403,508
|
$
|
403,508
|
$
|
403,508
|
|||||||||||
|
PSUs Unvested(2)
|
—
|
$
|
791,006
|
$
|
791,006
|
$
|
791,006
|
|||||||||||
|
Continued Health(3)
|
$
|
11,884
|
$
|
11,884
|
—
|
—
|
||||||||||||
|
Total
|
$
|
909,484
|
$
|
2,103,998
|
$
|
1,194,514
|
$
|
1,194,514
|
||||||||||
| (1) |
Cash severance amounts exclude potential additional payments in respect of restrictive covenant agreements, as described above for Messrs. Guo and Jurkovic and Ms. Joerg.
|
| (2) |
PSU calculations, in each case, assume target performance. As described above, upon a termination following a change in control, PSU payouts are based on the greater of target or actual performance as
of the change in control, and upon a termination due to permanent disability, PSU payouts will be based on actual performance at the end of the vesting period.
|
| (3) |
Continued health payment represents 6 months of COBRA coverage for Mr. Guo if health care continuation coverage is elected. For Mr. Jurkovic continued health includes 6 months of medical, dental and
vision care at Constellium’s expense.
|
17
PAY RATIO
For the year ended December 31, 2024, the annual total compensation of Mr. Germain was $8,881,752 and the annual total compensation of the median employee was
approximately $64,540. We estimate the resulting ratio of the annual total compensation of our CEO for 2024 to the median of the annual total compensation of all our employees (other than Mr. Germain) for 2024 to be 138:1. The ratio is
calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K.
In determining the median employee in 2024, we used December 31, 2024, as the determination date and the total cash compensation from our payroll records as our
consistently applied compensation measure. We converted the pay for our non-U.S. employees to U.S. dollars. In accordance with the SEC rules, we excluded all employees in certain non-US jurisdictions that in total constituted less than 5%
of our total headcount. The excluded employees were in Mexico (55 employees), China (256 employees) and Canada (99 employees). As of December 31, 2024, we had a total of 11,793 employees worldwide. We excluded 410 employees, resulting in an
employee population of 11,382 for purposes of this computation.
The ratio presented above is a reasonable estimate calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. The SEC's rules for
identifying the median employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and
assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee
populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own ratios.
18
PAY VERSUS PERFORMANCE
The following table presents information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company's principal executive
officer (“PEO”) and non-PEO Named Executive Officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Human Resources Committee does not utilize CAP as the basis for recommending compensation
decisions to the Board of Directors. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our “Compensation Discussion & Analysis.”
|
Year
|
Summary
Compensation
Table Total
for PEO(1)
|
Compensation
Actually Paid
to PEO(2)
|
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(3)
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs(3) (4)
|
Value of Initial
Fixed $100
Investment Based
On:
|
Company
Net Income
($M)(7)
|
EPA
Adjusted
EBITDA
($M)(8)
|
|||||||||||||||||||||||||
|
Company
TSR(5)
|
Index
TSR(6)
|
|||||||||||||||||||||||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||||||||||||
|
2024
|
|
(
|
)
|
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
2023
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
|
2022
|
|
(
|
)
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||||||
| (1) |
The dollar amounts reported in column (b) are the amounts of total compensation reported for
|
| (2) |
The dollar amounts reported in column (c) represent the amount of CAP for Mr. Germain for each corresponding year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts
reported do not reflect the actual amount of compensation earned by or paid to Mr. Germain during the applicable year. As computed in accordance with Item 402(v) of Regulation S-K, the following adjustments were made to Mr.
Germain’s total compensation for each year to determine the CAP values for Mr. Germain:
|
19
|
Year
|
SCT
Total for
CEO
|
Minus SCT
Change in
Pension
Value for
CEO
|
Plus
Pension
Value
Service
Cost
|
Minus SCT
Equity for
CEO
|
Plus
(Minus)
EOY Fair
Value of
Equity
Awards
Granted
During
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
|
Plus
(Minus)
Change
from BOY
to EOY in
Fair Value
of Awards
Granted in
Any Prior
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
|
Plus
(Minus)
Change in
Fair Value
from BOY
to Vesting
Date of
Awards
Granted in
Any Prior
Fiscal Year
that Vested
During the
Fiscal Year
|
CEO CAP
|
||||||||||||||||||||||||
|
2024
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||||||||||
|
2023
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||||||||||
| (3) |
Reflects compensation amounts reported for the non-PEO NEOs, in the Summary Compensation Table, who were as follows:
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Jack Guo
|
|
|
Jack Guo
|
|
|
Peter Matt
|
|
Ingrid Joerg
|
|
|
Ingrid Joerg
|
|
|
Ingrid Joerg
|
|
Phillipe Hoffman
|
|
|
Phillipe Hoffman
|
|
|
Phillipe Hoffman
|
|
Ryan Jurkovic
|
|
|
Ryan Jurkovic
|
|
|
Ryan Jurkovic
|
20
| (4) |
The dollar amounts reported in column (e) represent the amount of CAP for the non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the
actual amount of compensation earned by or paid to these executive officers during the applicable year. As computed in accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO NEOs’ total
compensation for each year to determine the compensation actually paid:
|
|
Year
|
SCT
Total for
Average
Other
NEOs
|
Minus SCT
Change in
Pension
Value for
Average
Other
NEOs
|
Plus
Pension
Value
Service
Cost
|
Minus SCT
Equity for
Average
Other
NEOs
|
Plus
(Minus)
EOY Fair
Value of
Equity
Awards
Granted
During
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
|
Plus
(Minus)
Change
from BOY
to EOY in
Fair Value
of Awards
Granted in
Any Prior
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
|
Plus
(Minus)
Change in
Fair Value
from BOY
to Vesting
Date of
Awards
Granted in
Any Prior
Fiscal Year
that Vested
During the
Fiscal Year
|
Average
Other
NEOs CAP
|
||||||||||||||||||||||||
|
2024
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||||||||||
|
2023
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||||
|
2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||||||||
| (5) |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement periods (beginning on December 31, 2021 and ending on December 31 of 2022, 2023, and 2024,
respectively) determined in accordance with Item 402(v) of Regulation S-K, assuming dividend reinvestment, and the difference between Constellium’s ordinary share price at the end and the beginning of the measurement periods by
Constellium’s ordinary share price at the beginning of the measurement period.
|
| (6) |
Reflects total shareholder return indexed to $100 for the S&P 600 Materials Index (“Peer Group TSR”), which is an industry line peer group reported for the year ended December 31, 2024, and assuming
reinvestment of all dividends, where applicable.
|
| (7) |
The dollar amounts reported represent the amount of net income (in millions) under U.S. GAAP reflected in Constellium’s 10-K filed on February 28, 2025.
|
| (8) |
We determined
|
21
RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID DISCLOSED IN THE PAY VERSUS PERFORMANCE TABLE, AND OTHER TABLE ELEMENTS
The graphs below illustrate the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the PEO and non-PEO NEOs. For reference, Summary
Compensation Table total compensation values for each year are also shown. As the graphs below illustrate, CAP amounts for our PEO and other NEOs are generally aligned with the Company’s TSR. The graph below also illustrates the relationship
between our TSR and the Peer Group TSR.
22
TABULAR LIST OF CONSTELLIUM'S MOST IMPORTANT METRICS THAT LINK COMPENSATION ACTUALLY PAID TO THE PEO AND OTHER NEOS
The following table identifies the most important financial performance measures used to link the Compensation Actually Paid to our PEO and non-PEO NEOs in 2024 to company performance. The
role of each of these performance measures on our Named Executive Officers' compensation is discussed in “Compensation Discussion and Analysis” above.
|
|
|
|
|
|
| Materials Index and S&P MidCap 400 Materials Index |
23
NON- EXECUTIVE DIRECTOR COMPENSATION
The Human Resources Committee reviews the compensation of, and reimbursement policies for members of the Board. In reviewing non-executive director compensation, the Human Resources
Committee considers market factors, general industry trends, and peer benchmarking with external compensation consultants.
For fiscal year 2024, non-executive director fees consisted of: (i) annual retainer fees, (ii) committee membership fees, (iii) committee chair fees, and (iv) cash paid in lieu of the
former annual RSU grant. The revised fees remain within the overall limit of annual fixed fees of the non-executive directors which was approved by shareholders in 2021.
The non-executive director Board fees applicable for fiscal year 2024 were as follows:
Annual Retainer
| • |
an annual fee of $86,568 for each non-executive director
|
| • |
an additional annual fee of $54,105 for the Chairman of the Board
|
Audit Committee
| • |
an annual fee of $14,067 for members of the Audit Committee
|
| • |
an additional annual fee of $21,642 for the Chair of the Audit Committee
|
Human Resources Committee
| • |
an annual fee of $10,821 for members of the Human Resources Committee
|
| • |
an additional annual fee of $16,232 for the Chair of the Human Resources Committee
|
Nominating and Governance Committee
| • |
an annual fee of $9,739 for members of the Nominating and Governance Committee
|
| • |
an additional annual fee of $11,903 for the Chair of the Nominating and Governance Committee
|
Safety and Sustainability Committee
| • |
an annual fee of $9,739 for members of the Safety and Sustainability Committee
|
| • |
an additional annual fee of $11,903 for the Chair of the Safety and Sustainability Committee
|
Cash paid in lieu of the former annual RSU grant
| • |
annual cash of $190,000 for the Chairman of the Board
|
| • |
annual cash of $110,000 for our other non-executive directors
|
Upon the change in domicile to France, the equivalent of the RSU grant that had been previously granted on an annual basis was replaced with quarterly cash payments, starting in the third
quarter of 2020, due to French law requirements. Cash payments in lieu of RSU grants are intended to be utilized by non-executive directors to purchase company stock.
The non-executive directors of the Board have not entered into any service contracts with the Company that provide either for benefits upon termination of employment or pension-related
benefits.
In December 2021, as required by French law, two employees joined the Board as non-executive directors representing the employees, one of whom is based in Germany as a Sustainability
Manager (designated to the Board by the European Works Council) and the other one in France as an Engineering Project Manager (designated to the Board by the French Group Works Council). The employee directors do not receive additional
compensation as directors.
24
FISCAL YEAR 2024 DIRECTOR COMPENSATION
The following table sets forth the remuneration paid during our 2024 fiscal year to our non-executive directors:
|
Name
|
Fees Earned or
Paid in Cash
($)(1)
|
All Other
Compensation
($)(2)
|
Total
($)(3)
|
|||||||
|
Isabelle Boccon-Gibod
|
$
|
109,292
|
$
|
109,266
|
$
|
218,558
|
||||
|
Michiel Brandjes
|
$
|
117,949
|
$
|
109,266
|
$
|
227,215
|
||||
|
Martha Brooks
|
$
|
123,360
|
$
|
109,266
|
$
|
232,626
|
||||
|
Christine Browne
|
$
|
65,527
|
$
|
64,254
|
$
|
129,781
|
||||
|
Jean-Christophe Deslarzes
|
$
|
161,233
|
$
|
188,732
|
$
|
349,965
|
||||
|
John Ormerod
|
$
|
122,277
|
$
|
109,266
|
$
|
231,543
|
||||
|
Jean-Philippe Puig
|
$
|
107,128
|
$
|
109,266
|
$
|
216,394
|
||||
|
Lori A. Walker
|
$
|
132,016
|
$
|
109,266
|
$
|
241,282
|
||||
|
Jean Francois Verdier(4)
|
—
|
—
|
—
|
|||||||
|
Wiebke Weiler(4)
|
—
|
—
|
—
|
|||||||
|
Emmanuel Blot(5)
|
—
|
—
|
—
|
|||||||
| (1) |
Fees earned are paid in euros. The table above displays fees converted from euros to U.S. dollars using average exchange rate for fiscal year 2024 of 1 euro to 1.0821 U.S. dollars.
|
| (2) |
The column reflects cash paid in lieu of RSU grants which are paid in euros. The column reflects euros converted to U.S. dollars using the average exchange rate for fiscal year 2024 of 1 euro to 1.0821
U.S. dollars.
|
| (3) |
The total non-executive director compensation consists of fees paid in cash and cash paid in lieu of former RSU grants.
|
| (4) |
Both of the non-executive employee directors had and continue to have employee contracts with subsidiaries of the Company and are paid remuneration in line with market practices and in accordance with
their positions as employees. They do not receive any fees for their services as non-executive employee directors.
|
| (5) |
Mr. Blot does not receive any fees for his services as a non-executive director.
|
Share Ownership Guidelines for Non-Executive Directors
In 2019, we adopted SOGs for our non-executive directors to further encourage minimum levels of ownership and to foster additional alignment between the non-executive directors and
shareholder interests (the SOGs do not apply to Mr. Verdier, Ms. Weiler and Mr. Blot, who do not receive compensation in respect of their services as non-executive directors).
In 2023, we raised the SOGs for our non-executive directors. They are required to hold $400,000 ($650,000 for the Chairman of the Board) in Constellium shares.
The SOGs give the non-executive directors five years to achieve guideline levels of ownership.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Human Resources Committee--which has oversight over compensation matters--were Martha Brooks (Chair), Jean-Christophe Deslarzes, and Jean-Phillipe Puig. During fiscal
year 2024, no member of the Human Resources Committee was an employee, officer, or former officer of Constellium SE or any of its subsidiaries or had any relationships requiring disclosure by us under the rules of the SEC with respect to
certain relationships and related-party transactions. During fiscal year 2024, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on
the Company's Board of Directors or Human Resources Committee.
25
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Equity Compensation Plan Information
Amendment No. 6 to the Constellium SE 2013 Equity Incentive Plan
Following the launch by the Company in 2024 of a share repurchase program, the Board of Directors, in its meeting of March 13, 2025, approved Amendment No. 6 to the Constellium SE 2013 Equity Incentive Plan (as
amended from time to time, the “Plan”), which is filed as Exhibit 10.61 hereto. This amendment specifies the maximum number of shares available under the Plan to be the sum of (i) a number of shares (to be issued or existing) available for
employee share plans (including free share plans) as approved from time to time by the shareholders of the Company and (ii) a number of shares drawn from the treasury shares purchased by the Company pursuant to its share repurchase program as
approved from time to time by the Board of Directors or a delegate of its authority. Please see Exhibit 4.1 for further details about the Plan.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information with respect to our compensation plan under which our equity securities may be issued, as of December 31, 2024. Our equity compensation plan is the
Constellium SE 2013 Equity Incentive Plan.
Equity Compensation Plan Information
|
Plan Category
|
Number of securities to be issued
upon exercise of outstanding
options, warrants and rights (1) (a) |
Weighted average exercise price of
outstanding options, warrants and
rights (b)
|
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column a) (2)(c)
|
||||||
|
Equity compensation plans approved by shareholders
|
3,448,644
|
N/A
|
6,000,000
|
||||||
|
Equity compensation plans not approved by shareholders
|
N/A
|
N/A
|
N/A
|
||||||
|
Total
|
3,448,644
|
N/A
|
6,000,000
|
| (1) |
Represents shares underlying awards that have been granted under the terms of the Constellium SE 2013 Equity Incentive Plan and are outstanding as of December 31, 2024. Table amounts are comprised of:
1,667,811 RSUs and 1,780,833 PSUs (assuming target achievement).
|
| (2) |
This number reflects the number of securities available for issuance under the Constellium SE 2013 Equity Incentive Plan.
|
26
OWNERSHIP OF SECURITIES
The following table sets forth information with respect to beneficial ownership of our ordinary shares as of March 31, 2025 (unless otherwise indicated) for: (i) each beneficial owner of
more than 5% of our outstanding ordinary shares, (ii) each of our directors, (iii) each of our Named Executive Officers; and (iv) all of our executive officers and directors as a group. Each person listed in the following table had sole
voting and investment power of the shares shown, except as noted in the footnotes below. The beneficial ownership percentages have been calculated based on the total number of ordinary shares outstanding as of March 31, 2025. A person is also
considered the beneficial owner of shares to which that person has the right to acquire beneficial ownership within 60 days.
|
Name of beneficial owner of ordinary shares
|
Amount and Nature
of Beneficial
Ownership
|
As a percentage of the
Total Ordinary Shares
Outstanding
|
|||||
|
5% Shareholders
|
|||||||
|
T. Rowe Price Investment Management, Inc.
|
19,828,738
|
(1)
|
13.8%
|
||||
|
FMR LLC
|
14,643,776
|
(2)
|
10.2%
|
||||
|
Caisse des Dépôts (f/k/a Caisse des Dépôts et Consignations), Bpifrance Participations S.A., Bpifrance S.A. (f/k/a BPI-Groupe), EPIC Bpifrance (f/k/a EPIC
BPI-Groupe)
|
12,593,903
|
(3)
|
8.8%
|
||||
|
BlackRock, Inc.
|
12,439,991
|
(4)
|
8.7%
|
||||
|
Directors
|
|||||||
|
Michiel Brandjes
|
52,000
|
(5)
|
*
|
||||
|
John Ormerod
|
32,873
|
(6)
|
*
|
||||
|
Lori A. Walker
|
35,044
|
(7)
|
*
|
||||
|
Martha Brooks
|
211,741
|
(8)
|
*
|
||||
|
Isabelle Boccon-Gibod
|
33,000
|
(9)
|
*
|
||||
|
Jean-Christophe Deslarzes
|
29,935
|
(10)
|
*
|
||||
|
Jean-Philippe Puig
|
23,600
|
(11)
|
*
|
||||
|
Jean-François Verdier
|
41
|
(12)
|
*
|
||||
|
Wiebke Weiler
|
—
|
(13)
|
|||||
|
Emmanuel Blot
|
—
|
(14)
|
|||||
|
Named Executive Officers
|
|||||||
|
Jean-Marc Germain
|
1,667,762
|
(15)
|
1.1%
|
||||
|
Jack Guo
|
74,492
|
(16)
|
*
|
||||
|
Ingrid Joerg
|
186,691
|
(17)
|
*
|
||||
|
Philippe Hoffmann
|
135,425
|
(18)
|
*
|
||||
|
Ryan Jurkovic
|
130,739
|
(19)
|
*
|
||||
|
All executive officers and directors as a group (21 people)
|
2,927,265
|
(20)
|
2.0%
|
||||
As of March 31, 2025, there are 142,917,999 shares outstanding.
| * |
Indicates ownership of less than 1% of the total outstanding shares
|
| (1) |
This information is based on a Schedule 13G/A filed with the SEC on February 14, 2025 reporting beneficial ownership as of December 31, 2024. T. Rowe Price Investment Management, Inc. has sole
dispositive power with respect to 19,828,738 ordinary shares and sole voting power with respect to 19,773,586 ordinary shares. The principal business address of T. Rowe Price Investment Management, Inc. is 100 E. Pratt Street,
Baltimore, MD 21201.
|
| (2) |
This information is based on a Schedule 13G/A filed with the SEC on February 9, 2024 reporting beneficial ownership as of December 29, 2023. FMR LLC has sole dispositive power with respect to 14,643,776
ordinary shares and sole voting power with respect to 14,642,537 ordinary shares. The principal business address of FMR LLC is 245 Summer Street, Boston, MA 02210.
|
| (3) |
This information is based on a Schedule 13D/A filed with the SEC on June 6, 2024 reporting beneficial ownership as of June 5, 2024. Bpifrance Participations S.A. (“BPI”) holds directly 12,593,903
ordinary shares of the Company. As of the date listed above, neither Bpifrance S.A., Caisse des Dépôts (“CDC”) nor EPIC Bpifrance (“EPIC”) holds any ordinary shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of
12,593,903 ordinary shares of the Company, indirectly through its sole ownership of BPI. CDC and EPIC may be deemed to be the beneficial owners of 12,593,903 ordinary shares of the Company, indirectly through their joint ownership and
control of Bpifrance S.A. The principal address for CDC is 56, rue de Lille, 75007 Paris, France and for BPI, Bpifrance S.A. and EPIC is 27-31 avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.
|
| (4) |
This information is based on a Schedule 13G filed with the SEC on November 8, 2024 reporting beneficial ownership as of September 30, 2024. BlackRock, Inc. has sole dispositive power with respect to
12,439,991 ordinary shares and sole voting power with respect to 12,314,920 ordinary shares. The principal business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
|
| (5) |
Consists of 52,000 ordinary shares held directly by Mr. Brandjes.
|
27
| (6) |
Consists of 32,873 ordinary shares held indirectly by Mr. Ormerod in a self-employed pension trust.
|
| (7) |
Consists of 35,044 ordinary shares held directly by Ms. Walker.
|
| (8) |
Consists of 211,741 ordinary shares, including: (i) 97,741 shares held directly by Ms. Brooks, as well as 22,000 shares held indirectly by Ms. Brooks in her husband's brokerage account for which she is
the beneficiary, and (ii) 92,000 ordinary shares indirectly held by Ms. Brooks through a family limited partnership for which she has shared voting power and shared dispositive power. Out of the 92,000 shares held by Ms. Brooks
through the family limited partnership, Ms. Brooks has beneficial ownership of 26,480 of such shares and her husband has beneficial ownership of 1,920 shares for which she is the beneficiary, and she disclaims beneficial ownership of
63,600 shares because she does not have the right to receive proceeds from the sale of, or dividends with respect to such shares.
|
| (9) |
Consists of 33,000 ordinary shares held directly by Ms. Boccon-Gibod.
|
| (10) |
Consists of 29,935 ordinary shares held directly by Mr. Deslarzes.
|
| (11) |
Consists of 23,600 ordinary shares held directly by Mr. Puig.
|
| (12) |
Consists of 41 ordinary shares held directly by Mr. Verdier and no RSUs or PSUs were granted to Mr. Verdier in 2024.
|
| (13) |
No ordinary shares are held by Ms. Weiler and no RSUs or PSUs were to granted to Ms. Weiler in 2024.
|
| (14) |
No ordinary shares are held by Mr. Blot.
|
| (15) |
Consists of 1,667,762 ordinary shares held by Mr. Germain, including 517,762 held directly, 575,000 ordinary shares held directly through
the JMG Irrevocable Trust, and 575,000 ordinary shares held indirectly through the FG Irrevocable Trust, for which he is a beneficiary. Excludes the remaining portions of previous grants: 208,653 ordinary shares underlying unvested
PSUs that could vest on March 9, 2026, ranging from 0% to 200% of target, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 106,438
ordinary shares underlying unvested RSUs that will vest on March 9, 2026, subject to continued service; 185,661 ordinary shares underlying unvested PSUs that could vest on March 14, 2027, ranging from 0% to 200% of target, subject
to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 94,710 ordinary shares underlying unvested RSUs that will vest on March 14, 2027, subject to
continued service; 336,543 ordinary shares underlying unvested PSUs that could vest on March 13, 2028, ranging from 0% to 200% of target subject to continued service and certain market-related performance conditions being satisfied
at the end of the three-year vesting period and 171,678 ordinary shares underlying unvested RSUs that will vest on March 13, 2028, subject to continued service.
|
| (16) |
Consists of 72,492 ordinary shares held by Mr. Guo. Excludes the remaining portions of previous grants: 37,937 ordinary shares underlying unvested PSUs that could vest on March 9, 2026, ranging from 0%
to 200% of target, subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 19,352 ordinary shares underlying unvested RSUs that will vest on
March 9, 2026, subject to continued service; 37,132 ordinary shares underlying unvested PSUs that could vest on March 14, 2027, ranging from 0% to 200% of target, subject to continued service and certain market-related performance
conditions being satisfied at the end of the three-year vesting period and 18,942 ordinary shares underlying unvested RSUs that will vest on March 14, 2027, subject to continued service; 87,501 ordinary shares underlying unvested PSUs
that could vest on March 13, 2028, ranging from 0% to 200% of target subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 44,636 ordinary shares
underlying unvested RSUs that will vest on March 13, 2028, subject to continued service.
|
| (17) |
Consists of 186,691 ordinary shares held directly by Ms. Joerg. Excludes the remaining portions of previous grants: 35,566 ordinary shares underlying unvested PSUs that could vest on March 9, 2026,
ranging from 0% to 200% of target subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 18,143 ordinary shares underlying unvested RSUs that will
vest on March 9, 2026, subject to continued service; 56,301 ordinary shares underlying unvested RSUs that will vest on July 10, 2026, subject to continued service; 31,562 ordinary shares underlying unvested PSUs that could vest on
March 14, 2027, ranging from 0% to 200% of target subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 16,101 ordinary shares underlying
unvested RSUs that will vest on March 14, 2027, subject to continued service; 67,309 ordinary shares underlying unvested PSUs that could vest on March 13, 2028, ranging from 0% to 200% of target subject to continued service and
certain market-related performance conditions being satisfied at the end of the three-year vesting period and 34,336 ordinary shares underlying unvested RSUs that will vest on March 13, 2028, subject to continued service.
|
| (18) |
Consists of 135,425 ordinary shares held directly by Mr. Hoffmann. Excludes the remaining portions of previous grants: 35,566 ordinary shares underlying unvested PSUs that could vest on March 9, 2026,
ranging from 0% to 200% of target subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 18,143 ordinary shares underlying unvested RSUs that will
vest on March 9, 2026, subject to continued service; 28,777 ordinary shares underlying unvested PSUs that could vest on March 14, 2027, ranging from 0% to 200% of target subject to continued service and certain market-related
performance conditions being satisfied at the end of the three-year vesting period and 14,680 ordinary shares underlying unvested RSUs that will vest on March 14, 2027, subject to continued service; 53,847 ordinary shares underlying
unvested PSUs that could vest on March 13, 2028, ranging from 0% to 200% of target subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 27,468
ordinary shares underlying unvested RSUs that will vest on March 13, 2028, subject to continued service.
|
| (19) |
Consists of 130,739 ordinary shares held directly by Mr. Jurkovic. Excludes the remaining portions of previous grants: 29,638 ordinary shares underlying unvested PSUs that could vest on March 9, 2026,
ranging from 0% to 200% of target subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 15,119 ordinary shares underlying unvested RSUs that will
vest on March 9, 2026, subject to continued service; 24,136 ordinary shares underlying unvested PSUs that could vest on March 14, 2027, ranging from 0% to 200% of target subject to continued service and certain market-related
performance conditions being satisfied at the end of the three-year vesting period and 12,312 ordinary shares underlying unvested RSUs that will vest on March 14, 2027, subject to continued service; 45,433 ordinary shares underlying
unvested PSUs that could vest on March 13, 2028, ranging from 0% to 200% of target subject to continued service and certain market-related performance conditions being satisfied at the end of the three-year vesting period and 23,177
ordinary shares underlying unvested RSUs that will vest on March 13, 2028, subject to continued service.
|
| (20) |
Consists of 2,927,265 ordinary shares held by all executive officers and directors.
|
28
PART IV
(a) Financial Statements and Schedules
No financial statement or supplemental data are filed with this report on Form 10-K/A. See Index to Consolidated Financial Statements of the Original Filing.
(b) Exhibits
The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Filing. The “Exhibit Index” to this
Amendment No. 1 sets forth the additional exhibits required to be filed with this Amendment No. 1.
|
Exhibit
|
Description
|
|
|
3.1
|
||
|
4.1
|
||
|
4.2
|
||
|
4.3
|
||
|
4.4
|
||
|
4.5
|
||
|
4.6
|
||
|
4.7
|
||
|
4.8
|
29
|
4.9
|
||
|
10.1
|
||
|
10.2
|
||
|
10.3
|
||
|
10.4
|
||
|
10.5
|
||
|
10.6
|
||
|
10.7
|
||
|
10.8
|
||
|
10.9
|
||
|
10.10
|
||
|
10.11
|
30
|
10.12
|
||
|
10.13
|
||
|
10.14
|
||
|
10.15
|
||
|
10.16
|
||
|
10.17
|
||
|
10.18
|
||
|
10.19
|
||
|
10.20
|
||
|
10.21
|
||
|
10.22
|
||
|
10.23
|
||
|
10.24
|
||
|
10.25
|
||
|
10.26
|
31
|
10.27
|
||
|
10.28
|
||
|
10.29
|
||
|
10.30
|
||
|
10.31
|
||
|
10.32
|
||
|
10.33
|
||
|
10.34
|
||
|
10.35
|
||
|
10.36
|
||
|
10.37
|
32
|
10.38
|
||
|
10.39
|
||
|
10.40
|
||
|
10.41
|
||
|
10.42
|
||
|
10.43
|
||
|
10.44
|
||
|
10.45
|
||
|
10.46
|
||
|
10.47
|
33
|
10.48
|
||
|
10.49
|
||
|
10.50
|
||
|
10.51
|
||
|
10.52
|
||
|
10.53
|
||
|
10.54
|
||
|
10.55
|
||
|
10.56
|
||
|
10.57
|
34
|
10.58
|
||
|
10.59
|
||
|
10.60
|
||
|
10.61
|
||
|
10.62
|
||
|
10.63
|
||
|
10.64
|
||
|
10.65
|
||
|
10.66
|
||
|
10.67
|
||
|
10.68
|
||
|
10.69
|
||
|
10.70
|
||
|
10.71
|
||
|
10.72
|
||
|
10.73
|
35
|
10.74
|
||
|
10.75
|
||
|
10.76
|
||
|
10.77
|
||
|
10.78
|
||
|
10.79
|
||
|
10.80
|
||
|
10.81
|
||
|
14.1
|
||
|
19.1
|
||
|
21.1
|
||
|
23.1
|
||
|
31.1
|
||
|
31.2
|
||
|
31.3
|
||
|
31.4
|
||
|
32.1
|
||
|
32.2
|
||
|
97.1
|
||
|
101.INS
|
Inline XBRL Instance Document
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
36
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
** Filed herewith.
+ Portions of this exhibit have been omitted in compliance with Item 601 of Regulation S-K.
† Indicates a management contract or compensatory plan.
‡ Translated in part.
37
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
Constellium SE
|
|
Date: April 15, 2025
|
By
|
/s/ Jean-Marc Germain
|
|
Jean-Marc Germain
|
||
|
Chief Executive Officer and Director
|