CENTURY ALUMINUM COCENX

CENTURY ALUMINUM CO Stock Compensation Disclosure

10-KFiled Mar 3, 20263 min read
14.    Share-based Compensation
Amended and Restated Stock Incentive Plan. Under our Amended and Restated Stock Incentive Plan (the "Stock Incentive Plan") we award service-based and performance-based share awards and nonqualified stock options to our salaried officers, non-employee directors, and other key employees. Our service-based and performance-based share awards typically vest over a period of three years from the date of grant, provided that the recipient is still our employee at the time of vesting. Our independent non-employee directors receive annual grants of service-based share awards that typically vest following 12 months of service. The Stock Incentive Plan has 12,900,000 shares authorized for issuance with approximately 1,899,785 shares remaining at December 31, 2025.
Long-Term Incentive Plan. We also grant annual long-term incentive awards under our Amended and Restated Long-Term Incentive Plan (the "LTIP"). The LTIP is designed to provide senior-level employees the opportunity to earn long-term incentive awards through the achievement of performance goals and to align compensation with the interests of our stockholders. This is achieved by linking compensation to share price appreciation and total stockholder return over a multi-year period. Awards made under the LTIP are granted subject to the Stock Incentive Plan to the extent the award is deliverable in stock. We provide two types of LTIP awards: restricted stock units ("RSU") and performance stock units ("PSU").
RSUs are stock-settled awards which do not contain any performance-based vesting requirements. PSUs can be settled in cash or stock and vest based on the achievement of pre-determined performance metrics at the discretion of the Board. Our PSU liability, a component of both Accrued other current liabilities Other liabilities on the Consolidated Balance Sheets, was approximately $11.8 million and $7.1 million as of December 31, 2025 and 2024, respectively. Both the PSUs and RSUs vest, in their entirety, after three years.
Service-based share awardsNumberWeighted-Average Grant Date Fair Value
Outstanding at January 1, 2025
1,404,895 $9.79 
Granted415,565 19.47 
Vested(535,301)9.45 
Forfeited(140,385)11.63 
Outstanding at December 31, 2025
1,144,774 13.24 
Performance-based share awardsNumberWeighted-Average Grant Date Fair Value
Outstanding at January 1, 2025
774,475 $8.96 
Granted590,391 12.91 
Vested(711,414)7.89 
Forfeited(92,045)11.14 
Outstanding at December 31, 2025
561,407 14.00 
 Year ended December 31,
Service-based share awards202520242023
Weighted average per share fair value of service-based share grants$13.05 $10.11 $12.58 
Fair Value Measurement of Share-Based Compensation Awards. For our service-based awards, fair value is equal to the closing stock price on the date of grant. For our performance-based awards, fair value is equal to the closing stock price at each reporting period end.
The following table summarizes the compensation cost recognized for the years ended December 31, 2025, 2024 and 2023 for all service-based and performance-based share awards. The compensation cost is included as part of Selling, general and administrative expenses and Cost of goods sold in our Consolidated Statements of Operations.
Year ended December 31,
202520242023
Share-based compensation expense reported:   
Performance-based share expense$32.6 $9.3 $2.0 
Service-based share expense14.4 6.1 4.6 
Total share-based compensation expense before income tax47.0 15.4 6.6 
Income tax— — — 
Total share-based compensation expense, net of income tax$47.0 $15.4 $6.6 
No share-based compensation cost was capitalized during these periods and there were no significant modifications of any share-based awards in 2025, 2024 and 2023. As of December 31, 2025, we had unrecognized compensation cost of $23.5 million before taxes. This cost will be recognized over a weighted average period of 1.2 years.

Historical Timeline

Fiscal YearFiled
2025Mar 3, 2026Showing above
2024Mar 3, 2025
2023Mar 15, 2024
2022Feb 27, 2023
2021Feb 25, 2022
2020Mar 4, 2021
2019Feb 27, 2020
2018Feb 28, 2019
2017Feb 28, 2018
2016Mar 14, 2017
2015Mar 7, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

Income TaxesRevenueEarnings Per ShareFair ValuePP&ELeasesSegmentsDebtCommitmentsNew StandardsPay vs Performance