CONSTELLIUM SECSTM
CONSTELLIUM SE Stock Compensation Disclosure
NOTE 21 - SHARE-BASED COMPENSATION
Description of the plans
The Group’s share-based compensation plan is the Constellium SE 2013 Equity Incentive Plan (as amended from time to
time, the “Plan”). The principal purposes of the Plan are to focus its officers and employees on business performance to help
create shareholder value, to encourage innovative approaches to the business of the Group and to encourage ownership of its
ordinary shares by officers and employees. The Plan is also intended to recognize and retain our key employees needed to
sustain and ensure our future and business competitiveness.
The Plan was initially approved by the Company’s Board of Directors in 2013 and provides for a variety of awards,
including Performance-Based Restricted Stock Units (“PSUs”) and Restricted Stock Units (“RSUs”). The shareholders meeting
of the Company held on May 11, 2021 authorized the free allocation of 6,800,000 shares (existing or to be issued) under the
Plan (this authorization expired on July 10, 2024). The shareholders meeting of the Company held on May 2, 2024, authorized
the free allocation of 6,000,000 shares (existing or to be issued) under the Plan. This shareholders’ authorization is valid until
July 1, 2027.
Performance-Based Restricted Stock Units (equity-settled)
The Company has periodically granted PSUs to selected employees of the Group. These units typically vest after three
years from the grant date if the following conditions are met:
•A vesting condition under which the beneficiaries must be continuously employed by or at the service of the Group
through the end of the vesting period; and
•A performance condition, contingent on the total shareholder return (“TSR”) performance of Constellium shares
over the vesting period compared to the TSR of specified indices. PSUs ultimately vest based on a vesting
multiplier which ranges from 0% to 200%.
The PSUs granted in April 2020 achieved a TSR performance of 174%. These PSUs vested in April 2023 and 1,701,233
shares were delivered to beneficiaries.
The PSUs granted in May 2021 achieved a TSR performance of 152%. These PSUs vested in May 2024 and 864,792
shares were delivered to beneficiaries.
The PSUs granted in March 2022 achieved a TSR performance of 60.57%. These PSUs vested in March 2025 and
324,561 shares were delivered to beneficiaries.
During the year ended December 31, 2025, the Company granted 1,744,524 PSUs to selected employees of the Group.
The fair value of PSU awards with performance and service conditions is estimated using the value of Constellium SE’s
ordinary shares on the date of grant. The fair value of PSU awards is estimated using a Monte Carlo simulation model on the
date of grant.
The following table lists the inputs to the valuation model used for the PSUs granted during the year ended December 31,
2025 and 2024 respectively:
2025 PSUs | 2024 PSUs | |||
Fair value at grant date (in dollars) | 27.14 | |||
Share price at grant date (in dollars) | 11.90 - 15.73 | 19.82 | ||
Dividend yield | — | — | ||
Expected volatility (A) | 47% | 44% | ||
Risk-free interest rate (US government bond yield) | 3.70% - 3.93% | 4.46% | ||
Model used | Monte Carlo | Monte Carlo |
(A)Volatilities for the Company and companies included in indices were estimated based on observed historical volatilities over a period
equal to the PSU vesting period.
Restricted Stock Units (equity-settled)
The Company has periodically granted RSUs to selected employees of the Group. These units typically vest after three
years from the grant date if the beneficiaries remain continuously employed by or at the service of the Group through the end of
the vesting period.
During the year ended December 31, 2025, the Company granted 1,327,320 RSUs to selected employees of the Group
subject to the beneficiaries remaining continuously employed by or at the service of the Group from the grant date to the end of
the typical three-year vesting period. The fair value of the RSUs awarded ranged from $11.90 to $15.73, being the quoted
market price at grant date.
Expense recognized during the year
The fair value of the award is determined based on the price of the Company’s ordinary shares on the grant date and the
related share-based compensation expense is recognized over the vesting period on a straight-line basis. The total share-based
compensation cost for the year ended December 31, 2025, 2024 and 2023 amounted to $19 million, $25 million and $22
million, respectively.
During the fourth quarter of 2025, the Company’s former Chief Executive Officer, Jean‑Marc Germain, provided notice
of his retirement from that position, effective December 31, 2025, and a transition agreement was proposed to Mr. Germain for
him to serve as special advisor to the Board and management of the Company, effective January 1, 2026, for a one‑year term.
Pursuant and subject to the transition agreement entered into on January 1, 2026, Mr. Germain is (i) entitled to receive certain
cash‑settled and health‑insurance‑related compensation and (ii) as determined by the Board during the fourth quarter of 2025, to
fully vest in his outstanding 2023 equity awards and to vest pro‑rata in his outstanding 2024 and 2025 equity awards on their
originally scheduled vesting dates, with any performance share awards vesting based on actual performance outcomes.
The impact of these modifications on share-based compensation expense was a net reduction of $6 million for the year
ended December 31, 2025, which was recorded in selling and administrative expenses in the Consolidated Income Statements.
Movement of potential shares
Performance-Based RSU | Restricted Stock Units | ||||||||
Potential Shares | Weighted-Average Grant-Date Fair Value per Share | Potential Shares | Weighted-Average Grant-Date Fair Value per Share | ||||||
At January 1, 2025 | 1,780,833 | $25.18 | 1,667,811 | $18.08 | |||||
Granted (A) | 1,744,524 | $19.33 | 1,327,320 | $12.77 | |||||
Over-performance (B) | — | $— | — | $— | |||||
Vested | (324,561) | $26.05 | (491,188) | $18.81 | |||||
Forfeited (C) | (1,011,745) | $20.85 | (446,842) | $17.69 | |||||
At December 31, 2025 | 2,189,051 | $20.78 | 2,057,101 | $12.07 | |||||
(A)For PSUs, the number of potential shares granted is presented using a vesting multiplier of 100%.
(B)When the achievement of TSR performance exceeds the vesting multiplier of 100%, the additional potential shares are presented as
over-performance shares.
(C)For potential shares related to PSUs, 1,011,745 were forfeited following the departure of certain beneficiaries and 211,011 were
forfeited in relation to the non-fulfilment of TSR conditions.
During the year ended December 31, 2024, the Company granted 545,477 RSUs and 600,268 PSUs with a grant fair
value of $19.82 and $27.14, respectively. During the year ended December 31, 2023, the Company granted 701,976 RSUs and
701,945 PSUs with a grant fair value of $16.13 and $22.73, respectively.
Fair values of vested RSUs and PSUs amounted to $24 million for the year ended December 31, 2025, and $21 million,
$11 million for the years ended December 31, 2024 and 2023, respectively. They are excluded from the Statement of Cash
flows as non-cash financing activities.
As of December 31, 2025, unrecognized compensation expense related to the RSUs was $16 million, which will be
recognized over the remaining weighted average vesting period of 1.4 years and unrecognized compensation expense related to
the PSUs was $27 million, which will be recognized over the remaining weighted average vesting period of 1.4 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
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.