tm231960-3_def14a - none - 15.9219783s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
Centrus Energy Corp.
(Name of Registrant as Specified in its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

 
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Centrus Energy Corp.
6901 Rockledge Drive, Suite 800
Bethesda, Maryland 20817
April 28, 2023
Dear Stockholder:
You are cordially invited to attend our annual meeting of stockholders to be held on Tuesday, June 20, 2023, at 10:00 a.m., Eastern Daylight Time. We are pleased that this year’s annual meeting will again be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to participate in the meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/LEU2023 and entering your secure control number, which can be found on your proxy card. We recommend that you log in at least ten minutes before the meeting to ensure you are logged in when the meeting starts.
At the meeting, you will be asked to vote on each of the five proposals set forth in the Notice of Annual Meeting of Stockholders, which describes the formal business to be conducted at the annual meeting and follows this letter.
Your vote is important no matter how many shares you own. We encourage you to vote your shares today. You may vote by using telephone or Internet voting systems or, if you received a full set of the proxy materials by mail, by completing and returning the enclosed proxy card in the postage-paid envelope provided.
We appreciate your continued confidence in the Company and look forward to your participation at our annual meeting.
Sincerely,
[MISSING IMAGE: sg_mikelwhilliams-bw.jpg]
[MISSING IMAGE: sg_danielbponeman-bw.jpg]
Mikel H. Williams
Chairman of the Board
Daniel B. Poneman
President and Chief Executive Officer
 

 
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Centrus Energy Corp.
6901 Rockledge Drive, Suite 800
Bethesda, Maryland 20817
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 20, 2023
The Annual Meeting of Stockholders of Centrus Energy Corp. will be held on Tuesday, June 20, 2023, at 10:00 a.m., Eastern Daylight Time, online via live webcast at www.virtualshareholdermeeting.com/LEU2023, for the following purpose:
1.
To elect seven director nominees for a term of one year;
2.
To hold an advisory vote to advise the Board on the frequency of holding the advisory vote on the Company’s executive compensation;
3.
To hold an advisory vote to approve the Company’s executive compensation;
4.
To hold a vote to approve the Section 382 Rights Agreement, as amended;
5.
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2023; and
6.
To transact such other business as may properly come before the meeting or any adjournments thereof.
We are enclosing a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 with this Notice and Proxy Statement.
The record date for determining stockholders entitled to notice of, and to vote at, the meeting was the close of business on April 24, 2023. Please use telephone or Internet voting systems or, if you received a full set of the proxy materials by mail, complete and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience to vote your shares. Telephone and Internet voting information is provided on your proxy card.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON JUNE 20, 2023: This Proxy Statement and our Annual Report for the year ended December 31, 2022 are available free of charge at www.proxyvote.com for viewing, downloading and printing.
By Order of the Board of Directors,
[MISSING IMAGE: sg_dennisjscott-bw.jpg]
Dennis J. Scott
Senior Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary
Bethesda, Maryland
April 28, 2023
 

 
PROXY SUMMARY
This summary highlights information contained elsewhere in the Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
CENTRUS ENERGY CORP. 2023 ANNUAL MEETING OF STOCKHOLDERS
Time and Date:
10:00 a.m., Eastern Daylight Time, Tuesday, June 20, 2023
Place: Online via live webcast. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/LEU2023
Record Date: April 24, 2023
Voting: Holders of our Class A common stock as of the record date are entitled to vote. Each share of Class A common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
MEETING AGENDA AND VOTING RECOMMENDATIONS
Board Vote
Recommendation
Election of seven directors
For
all the director
nominees
Management proposals
Advisory vote to advise the Board on the frequency of holding the advisory vote on the Company’s executive compensation
1 Year
Advisory vote to approve the Company’s executive compensation
For
Vote to approve the Section 382 Rights Agreement, as amended
For
Ratification of Deloitte & Touche LLP as auditor for 2023
For
Transact other business that properly comes before the meeting
BOARD NOMINEES
Name
Age
Director
Since
Principal
Occupation
Independent
EC
AFC(1)
CNGC
TCRC
Mikel H. Williams 66 2013 Chief Executive Officer, Targus International LLC
X
X
X
Kirkland H. Donald
69 2021 Chairman, HII, Inc.
X
X
X
Tina W. Jonas 63 2020 Private Investor
X
X
X
X
William J. Madia 75 2008 Vice President emeritus, Stanford University
X
X
Daniel B. Poneman 67 2015 President and Chief Executive Officer
X
Bradley J. Sawatzke 64 2021 Retired Chief Executive Officer, Energy Northwest
X
X
X
Neil S. Subin 59 2017 Chief Investment Officer, MILFAM
X
X
EC: Executive Committee
AFC: Audit and Finance Committee
CNGC: Compensation, Nominating and Governance Committee
TCRC: Technology, Competition and Regulatory Committee
(1)
Mr. Jagodinski has not been nominated for re-election and will step down from the Board at the Annual Meeting. Following Mr. Jagodinski’s retirement from the Board, Kirkland Donald will fill the vacancy on the Audit and Finance Committee and Mikel Williams will serve as Chair of the Audit and Finance Committee.
 

 
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PROXY STATEMENT
We are providing these proxy materials in connection with the solicitation by the Board of Directors of Centrus Energy Corp. (“Centrus,” the “Company,” “we,” “us,” or “our”) of proxies to be voted at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will be held online via live webcast at www.virtualshareholdermeeting.com/LEU2023 on June 20, 2023, beginning at 10:00 a.m., Eastern Daylight Time. The proxies also may be voted at any adjournments or postponements of the meeting.
References in this Proxy Statement to “common stock” or “shares” refer to our Class A common stock unless we state otherwise, or the context otherwise requires.
Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 20, 2023. This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022 are available free of charge at www.proxyvote.com for viewing, downloading and printing.
 
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QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
What matters will be voted on at the Annual Meeting?
The following matters will be voted on at the Annual Meeting:

Proposal 1: Election of seven director nominees for a term of one year;

Proposal 2: Advisory vote on the frequency of holding the advisory vote on the Company’s executive compensation;

Proposal 3: Approval, on an advisory basis, of the Company’s executive compensation;

Proposal 4: Approval of the Section 382 Rights Agreement, as amended;

Proposal 5: Ratification of the appointment of Deloitte & Touche LLP as Centrus’ independent auditors for 2023; and

Such other business as may properly come before the meeting or any adjournments thereof.
How does the board of directors recommend that I vote?
The Board of Directors recommends that you vote:

FOR the election of seven director nominees for a term of one year;

FOR a frequency of one year as an advisory vote for holding the advisory vote on executive compensation;

FOR the approval, on an advisory basis, of the Company’s executive compensation;

FOR the approval of the Section 382 Rights Agreement, as amended; and

FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2023.
Who may vote at the meeting?
Holders of our Class A common stock at the close of business on the record date of April 24, 2023, may vote at the meeting. You are entitled to one vote for each share of common stock you held on the record date, including shares:

held directly in your name with our transfer agent, Computershare, as a “stockholder of record;” and

held for you in an account with a broker, bank or other nominee (shares held in “street name” for a “beneficial owner”).
How do I participate in the meeting?
Our Annual Meeting will be held exclusively online via a live webcast. There will be no physical meeting location. The virtual nature of the meeting will enable us to communicate more effectively with our stockholders. Stockholders will be able to listen, vote and submit questions from any location with Internet connectivity.
To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/LEU2023 and enter the 16-digit control number included on your proxy card. We recommend that you log in at least ten minutes before the meeting to ensure you are logged in when the meeting starts. The meeting will begin promptly at 10:00 a.m. Eastern Daylight Time on June 20, 2023.
If you wish to submit a question, you may submit your question during the meeting by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/LEU2023 and type your question into the “Q&A” field and click “Send.”
 
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Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions that are not pertinent to meeting matters such as questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, will not be answered.
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start of the meeting.
How many shares must be present to hold the meeting?
A majority of Centrus’ outstanding shares of Class A common stock as of the record date, April 24, 2023, must be present in person or by proxy at the meeting in order to hold the meeting and conduct business. This is called a quorum. On April 24, 2023, the record date for the Annual Meeting, there were 14,761,818 shares of Centrus Class A common stock outstanding, each entitled to one vote. Your shares are counted as present at the meeting if you vote online during the meeting or have properly submitted a proxy card or voting instructions prior to the meeting.
What is the required vote for each proposal?

Proposal 1 — Election of Directors.   Directors are elected by a plurality of the votes cast.

Proposal 2 — Advisory Vote on the Frequency of Holding the Advisory Vote on the Company’s Executive Compensation.   The advisory vote on the frequency of holding the advisory vote on the Company’s executive compensation requires the vote of the holders of a majority of the stock represented at the meeting and entitled to vote thereat. Each stockholder represented at the meeting shall be entitled to cast one vote for each share of the Class A common stock entitled to vote thereat held by such stockholder. However, if no frequency option receives the vote of the holders of a majority of the stock represented and entitled to vote thereof, the alternative receiving the most votes of shares of our Class A common stock will be considered by our Board to be the advice of our stockholders on this matter.

Proposal 3 — Advisory Vote to Approve the Company’s Executive Compensation.   The advisory vote on the Company’s executive compensation requires the vote of the holders of a majority of the stock represented at the meeting and entitled to vote thereat. Each stockholder represented at the meeting shall be entitled to cast one vote for each share of Class A common stock entitled to vote thereat held by such stockholder.

Proposal 4 — Approval of the Section 382 Rights Agreement, as amended.   The approval of the Section 382 Rights Agreement, as amended, requires the vote of the holders of a majority of the stock represented at the meeting and entitled to vote thereat. Each stockholder represented at the meeting shall be entitled to cast one vote for each share of Class A common stock entitled to vote thereat held by such stockholder.

Proposal 5 — Ratification of Appointment of Independent Auditors.   The ratification of the appointment of the independent auditor requires the vote of the holders of a majority of the stock represented at the meeting and entitled to vote thereat. Each stockholder represented at the meeting shall be entitled to cast one vote for each share of Class A common stock entitled to vote thereat held by such stockholder.
What are broker non-votes?
Banks, brokers, or nominees who hold shares for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. Proposal 5 is a routine matter on which brokers may vote in this way.
 
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A “broker non-vote” occurs when a bank, broker or nominee holding shares for a beneficial owner does not vote on a particular matter because it has not received voting instructions from the beneficial owner and does not have discretionary voting power for that particular matter. Proposals 1, 2, 3, and 4 are non-routine matters.
What is the effect of abstentions and broker non-votes?
Both abstentions and broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting. An abstention will have no effect on the election of directors but will have the same legal effect as a vote against Proposals 2, 3, 4, and 5. Broker non-votes will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal. Thus, broker non-votes will not impact the outcome of the vote on any of the proposals.
How do I vote my shares?
You may vote using any of the following methods:
Stockholders of Record

By Mail.   If you received a full set of the proxy materials by mail, be sure to complete, sign and date the proxy card accompanying this Proxy Statement and return it in the prepaid envelope. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example as guardian, executor, trustee, custodian, attorney, or officer of a corporation), you should indicate your name and title or capacity. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named as proxies in the proxy card will vote the shares represented by that proxy as recommended by the Board.

By telephone or over the Internet prior to the Annual Meeting.   You can vote by calling the toll-free telephone number on your proxy card and following the voice prompts that you hear during the call. By following the voice prompts, you may vote your shares and confirm that your instructions have been properly recorded. The website for Internet voting is provided on your proxy card. As with telephone voting, you can confirm that your instructions have been properly recorded. A control number, located on the proxy card, is designed to verify your identity and allow you to vote your shares. Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day. Proxies submitted by telephone or the Internet must be received by 11:59 p.m. Eastern Daylight Time on June 19, 2023. If you vote by telephone or on the Internet, you should not separately return your proxy card or voting instruction card.

Over the Internet during the Annual Meeting.   If you choose to vote over the Internet during the Annual Meeting, you need to visit www.virtualshareholdermeeting.com/LEU2023. You can confirm that your instructions have been properly recorded. The control number, located on the proxy card, is designed to verify your identity and allow you to vote your shares. Proxies submitted over the Internet during the Annual Meeting must be submitted prior to the closing of polls by visiting www.virtualshareholdermeeting.com/LEU2023.
If you have questions regarding the Annual Meeting of Stockholders, please call (301) 564-3399.
Beneficial Owners
If you are a beneficial owner whose shares are held of record by a broker, bank, or other nominee, be sure to complete, sign and return the voting instruction card received from your broker, bank, or other nominee. The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank, or other nominee. Therefore, we recommend that you follow the voting instructions in the materials you receive.
If you plan to attend and vote your shares online at the Annual Meeting and your shares are held in street name, you must register in advance. In order to login to the online Annual Meeting, you will need the unique account number which appears in your proxy materials and the instructions that accompanied the
 
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proxy materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible so that you can be provided with a control number. You may also attend the meeting as a guest without a control number in a listen-only mode.
What if I do not specify a choice for a matter when returning a proxy?
Stockholders should specify their choice for each matter on the proxy card. If you just sign and submit your proxy card without marking your vote on any particular matter(s), your shares will be voted as follows on such matter(s):

FOR the election of seven director nominees for a term of one year;

FOR the frequency of one year as an advisory vote for holding the advisory vote on the Company’s executive compensation;

FOR the approval, on an advisory basis, of the Company’s executive compensation;

FOR the approval of the Section 382 Rights Agreement, as amended; and

FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2023.
May I revoke my proxy and change my vote?
You may revoke your proxy at any time before it is voted at the Annual Meeting by:

submitting a properly executed proxy card with a later date, which proxy card is received prior to the date of the Annual Meeting;

delivering to the Company’s Secretary, prior to the date of the Annual Meeting, a written notice of revocation bearing a later date than the proxy;

voting online during the Annual Meeting; or

only in the event you submitted your vote by telephone or over the Internet, calling the toll-free telephone number or visiting the website provided on your proxy card by 11:59 p.m. Eastern Daylight Time on June 19, 2023.
How are proxies solicited and what are the costs?
This proxy is solicited by the Board of Directors of Centrus. The cost of soliciting proxies will be borne by Centrus. In addition to the solicitation of proxies by mail and via internet, we may also solicit proxies through our directors, officers, and employees. They will not receive additional compensation for these activities. We will also request persons, firms, and corporations holding shares in their names or in the name of nominees that are beneficially owned by others to send proxy materials to and obtain proxies from those beneficial owners and will reimburse the holders for their reasonable expenses in doing so. Additionally, the Company has engaged Harkins, Kovler, Leventhal & Co., LLC” ​(“HKL”), an independent proxy solicitation firm, to assist in soliciting proxies on our behalf. The Company has agreed to pay HKL a fee of $25,000, plus costs and expenses, for these services. In addition, we have agreed to indemnify HKL and certain related persons against certain liabilities relating to or arising out of HKL’s engagement. Other costs of soliciting votes in connection with this Proxy Statement have been, or will be, paid by the Company.
What is householding?
To reduce costs, Centrus utilizes the householding rules of the Securities and Exchange Commission (“SEC”) that permit the delivery of one set of proxy materials to stockholders who have the same address to achieve the benefit of reduced printing and mailing costs. Stockholders residing at a shared address will continue to receive separate proxy cards. If you wish to receive a separate set of materials, please write or call as specified below, and we will promptly mail them to you at no charge. If a broker, or other nominee, holds your shares, please contact your broker or nominee directly.
The Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC, excluding exhibits, is provided with this Proxy Statement and both documents are available under the
 
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“Investor Relations-SEC Filings” section of our website at www.centrusenergy.com. Stockholders may obtain a copy of the exhibits to the Annual Report on Form 10-K by contacting us by mail at the following address: Centrus Energy Corp., 6901 Rockledge Drive, Suite 800, Bethesda, Maryland 20817, Attention: Investor Relations, or by telephone at (301) 564-3399. Stockholders also may access a copy of our Form 10-K, including exhibits, on the SEC website at www.sec.gov.
How can I find out the results of the Annual Meeting?
Preliminary results will be announced at the Annual Meeting. Final results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.
Whom should I call if I have questions about the Annual Meeting?
If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact HKL & Co., LLC, our proxy solicitor, by mail at 3 Columbus Circle, 15th Floor, New York, NY 10019, or by telephone toll-free at (844) 218-8384 (from the U.S. and Canada) or at (212) 468-5380 (from other locations). Banks and brokerage firms may call collect at (212) 468-5380 or reach us by email at Centrus@hklco.com.
What if I have trouble accessing the Annual Meeting virtually?
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start of the meeting.
 
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PROPOSAL 1. ELECTION OF DIRECTORS
The current structure of our Board of Directors (the “Board”) consists of eight directors elected by the holders of Centrus Class A common stock and one director elected by the holders of Centrus Class B common stock, as described below under “Other Director — Investor-Designated Director.” For further information, please see the section of this Proxy Statement titled “Criteria for Board Membership.”
Mr. Jagodinski has not been nominated for re-election and will step down from the Board at the Annual Meeting, at which time the Board will automatically be adjusted to comprise seven directors elected by the holders of Centrus Class A common stock and one director elected by the holders of Centrus Class B common stock. Accordingly, at the Annual Meeting, seven directors are to be elected to hold office until the 2024 annual meeting or until their successors have been duly elected and qualified or until his or her death, resignation, or removal. The seven nominees for election at the Annual Meeting are listed below, with brief biographies. Each nominee is currently serving as a director of the Company.
The Board has determined that each nominee except Daniel B. Poneman, our President and Chief Executive Officer (“CEO”) and William J. Madia, satisfies the NYSE American LLC’s (“NYSE American”) definition of an independent director. All nominees have consented to serve if elected, but if any nominee becomes unavailable or unwilling for good cause to serve, the persons named as proxies may exercise their discretion to vote for a substitute nominee.
The Board recommends voting FOR approval of the election of these seven nominees as directors.
NOMINEES FOR DIRECTOR
Incumbent Director Nominees
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Mikel H. Williams
Director since 2013
Age 66
Mr. Williams has served since 2016 as the CEO and a director of Targus International LLC, a leading global supplier of tech accessories and carrying cases for the mobile working lifestyle.
Mr. Williams formerly served as the CEO and a director of JPS Industries, Inc., a special composite materials manufacturer, from 2013 until its sale in 2015. Prior to that, Mr. Williams was the CEO, President and Director of DDi Corporation, a leading provider of time-critical, technologically advanced electronics manufacturing services, from November 2005 until its sale in May 2012, and a Senior Vice President and Chief Financial Officer (“CFO”) of DDi from November 2004 to October 2005. Mr. Williams has also served in various management positions with several technology related companies in the manufacturing, telecommunications, and professional services industries. Mr. Williams also served on the board of directors of B. Riley Financial, Inc. until its purchase of Targus in October 2022. Mr. Williams formerly served on the board of directors of Tellabs, Inc., until it was sold in 2013; Lightbridge Communications Corp., until it was sold in February 2015; and Iteris, Inc., from 2011 through 2019.
In recommending the election of Mr. Williams, the Board considered the following key competencies: Centrus leadership as current Chairman; CEO and CFO experience; advanced technology and manufacturing experience; and public company experience. Mr. Williams has served as Centrus’ Chairman since September 2014.
 
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William J. Madia
Director since 2008
Age 75
Dr. Madia is a vice president emeritus at Stanford University where he was responsible for oversight of the SLAC National Accelerator Laboratory, a U.S. Department of Energy (“DOE”) national science lab. Dr. Madia retired from Stanford in October 2019. Dr. Madia is also president of Madia & Associates, Inc., an executive consulting services firm. Dr. Madia retired in 2007 as Executive Vice President of Laboratory Operations of the Battelle Memorial Institute, a non-profit independent research and development organization, where he oversaw the management or co-management of six DOE National Laboratories. Dr. Madia served in that position beginning in 1999. In addition, he was President and CEO of UT-Battelle, LLC, and Laboratory Director at both Pacific Northwest and Oak Ridge National Laboratories. He managed Battelle’s global environmental business, served as President of Battelle Technology International, President and Director of Battelle’s Columbus Laboratories, and Corporate Vice President and General Manager of Battelle’s Project Management Division. He currently serves as a board member at Type 1 Energy, a fusion startup.
In recommending the election of Dr. Madia, the Board considered the following key competencies: science and technology experience, including a Ph.D. in nuclear chemistry; nuclear experience; DOE experience, including the management of six DOE laboratories; and executive and management experience.
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Daniel B. Poneman
Director since 2015
Age 67
Mr. Poneman has been our President and CEO and a director of Centrus since March 23, 2015. From 2009 to 2014, Mr. Poneman was the Deputy Secretary of Energy, also serving as the chief operating officer of the U.S. Department of Energy. Between April 23, 2013 and May 21, 2013, Mr. Poneman served as Acting Secretary of Energy. Prior to assuming his duties as Deputy Secretary, Mr. Poneman served as a principal of the Scowcroft Group for eight years, providing strategic advice to corporations in a variety of strategic industries. In addition, for eight years he practiced law as a partner at Hogan & Hartson and as an associate at Covington & Burling, advising clients on regulatory and policy matters. In prior tours of government, he served as a White House Fellow and as Director of Defense Policy and Arms Control at the National Security Council. From 1993 through 1996 he was Special Assistant to the President and Senior Director for Nonproliferation and Export Controls at the National Security Council. Mr. Poneman is a Senior Fellow at the Belfer Center for Science and International Affairs at the Harvard Kennedy School, a Distinguished Fellow at the Paulson Institute, and a member of the Council on Foreign Relations. He has published four books, most recently Double Jeopardy: Combating Nuclear Terror and Climate Change (MIT Press, 2019). In 2020, he served as commissioner on the National Commission on Grid Resilience.
In recommending the election of Mr. Poneman, the Board considered the following key competencies: current service as Centrus CEO; energy experience; government and contracting experience; and nuclear and defense experience.
 
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Neil S. Subin
Director since 2017
Age 59
Mr. Subin serves as Chief Investment Officer for MILFAM, a single-family office exclusively managing the assets of the Miller family. Previously, Mr. Subin was the Chairman of Broadbill Investment Partners, LLC, a private investment management firm focused on distressed and special situations investments. Prior to Broadbill, he was the founder and Managing Director of Trendex Capital Management Corp., a private investment advisor focusing primarily on financially distressed companies. Mr. Subin serves on other boards of directors, including those of Alimco Financial Corp. and DynTek Inc. Mr. Subin has held numerous other board seats, including on the boards of directors of Penn Treaty American Corp., PHAZR Inc., FiberTower Corp., Phosphate Holdings, Inc. and Institutional Financial Markets, Inc.
In recommending the election of Mr. Subin, the Board considered the following key competencies: finance experience; and public company experience.
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Tina W. Jonas
Director since 2020
Age 63
Ms. Jonas is an executive with a distinguished career in government and in the private sector. Ms. Jonas is currently an independent consultant and serves on several boards in the defense and aerospace sectors. Prior to becoming an independent consultant, Ms. Jonas served as an executive with UnitedHealth Group, as President of UnitedHealthcare, Military and Veterans, and as Senior Vice President, Operations for Optum, from 2012 to 2014. A recognized expert in military and defense issues, she served more than two decades in government including as Undersecretary of Defense (Chief Financial Officer/Comptroller) for the Department of Defense, from 2004 to 2008. Her corporate experience included serving as a director of operations with United Technologies Corp (NYSE; UTX), Sikorsky Aircraft, from 2008 to 2010.
In recommending the election of Ms. Jonas, the Board considered the following key competencies: financial experience, energy experience; government and contracting experience; and nuclear and defense experience.
 
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[MISSING IMAGE: ph_adonald-bwlr.jpg]
Kirkland H. Donald
Director since 2021
Age 69
Adm. Donald served as a nuclear trained submarine officer for 37 years, ultimately commanding at every level including serving as Commander, Submarine Forces responsible for the staffing, equipping and readiness of a fleet of nearly 75 nuclear powered ships deployed throughout the world, achieving the rank of Admiral. His last assignment in the Navy was a successful eight-year term as the Director, Naval Nuclear Propulsion Program. This is a dual agency program responsible to the United States Departments of Defense and Energy for the safe and effective operation of all nuclear-powered warships and supporting infrastructure and staffing and is recognized worldwide for excellence in reactor safety and reliability. Following retirement in 2013, Admiral Donald joined Systems Planning and Analysis, Inc. of Alexandria, VA and served as President and Chief Executive Officer until 2015. He currently serves on several boards providing expertise in the fields of regulatory compliance, energy, national security, technology risk management, cybersecurity, consequence management, human resources, finance and leadership. His public board service includes:

Entergy Corporation (nuclear utility) — Finance Committee and Chairman of the Nuclear Committee.

HII, Inc. (naval shipbuilding) — Chairman of the Board, Finance Committee, Cybersecurity Committee.
Additionally, Admiral Donald serves on the following private/non-profit boards:

Battelle (technology research and development) — Chairman.

CyberCore Technologies (supply chain security solutions).
He also supports the Committee on Foreign Investment in the United States and the Defense Counterintelligence and Security Agency as a Security Monitor for LANXESS Corporation and as an Outside Director and Government Security Committee Member for Rolls-Royce North America and Sauer Compressors USA.
In recommending the election of Admiral Donald, the Board considered the following key competencies: nuclear and defense experience; energy and utility experience; government and contracting experience; public company experience; and executive and management experience.
 
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[MISSING IMAGE: ph_sawatzke-bwlr.jpg]
Bradley J. Sawatzke
Director since 2021
Age 64
Mr. Sawatzke was appointed CEO of Energy Northwest in April 2018 and retired in June 2021. He previously served as Chief Operating Officer/Chief Nuclear Officer from December 2014 through March 2018, with responsibility for all Energy Northwest generating units. He joined Energy Northwest as Vice President of Nuclear Generation/Chief Nuclear Officer in December 2010. Mr. Sawatzke also serves on the Institute of Nuclear Power Operations Accrediting board and Association of Washington Business Technical board. Mr. Sawatzke holds a Bachelor of Science in Applied Reactor Physics from Winona State University and is a graduate of the Harvard Advanced Management Training Program.
In recommending the election of Mr. Sawatzke the Board considered the following key competencies: nuclear industry experience; energy and utility experience; public company experience; and executive and management experience.
 
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OTHER DIRECTOR
Investor-Designated Director
Toshiba America Energy Systems Corporation (“TAES”) (formerly known as Toshiba America Nuclear Energy Corporation) holds 718,200 shares of the 719,200 outstanding shares of the Company’s Class B common stock as of March 31, 2023. When sold, Class B common stock automatically converts into an equivalent number of shares of Class A common stock upon such sales, pursuant to the terms of the Class B common stock.
Class B common stock and Class A common stock have the same rights, powers, preferences and restrictions and rank equally in all matters, except when voting on certain matters. The holders of the Class B common stock have the right to elect one director of the Company (the “Investor-Designated Director”) if they maintain a designated ownership percentage.
Class B stockholders could lose their right to elect the Investor-Designated Director under certain circumstances, including reductions in their equity holdings of the Company below certain ownership thresholds. The holders of Class A common stock do not have the right to vote for the Investor-Designated Director. Holders of Class B common stock are generally not entitled to vote on the matters on which the holders of Class A common stock vote. Holders of Class B common stock are generally limited to voting for the Investor-Designated Director and certain other matters pertaining to the rights and obligations of the holders of Class B common stock only.
Mr. Tetsuo Iguchi is the Class B common stock Investor-Designated Director. Mr. Iguchi abstains from voting on any matters involving Toshiba and its affiliates.
Biographical information, including relevant business and professional experience for the Investor- Designated Director currently serving on our Board is provided below:
[MISSING IMAGE: ph_iguchi-bwlr.jpg]
Tetsuo Iguchi
Director since 2017
Age 56
Mr. Iguchi is Senior Vice President of Government & Industry Relations and General Manager of the Washington D.C. office of Toshiba America, Inc.
Mr. Iguchi previously was assigned to the Overseas Sales and Marketing Department for the Nuclear Division and served as one of the Mount Fuji project team members working for Fukushima Daiichi restoration efforts. In July 2012, he was appointed Assistant General Manager of the Corporate Government & External Relations Division. He transferred to Toshiba America Inc. as Vice President for Government and Industry Relations and Deputy General Manager of the Washington, D.C. office in January 2013 and was Visiting Fellow for the Center for Strategic and International Studies.
 
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GOVERNANCE OF THE COMPANY
Governance Information
Our Governance Guidelines
The Board has adopted Governance Guidelines, which serve as principles addressing the role of the Board in the areas of fiduciary oversight, independence, evaluation of the CEO, and succession planning. The Governance Guidelines also set standards relating to the composition and operation of the Board and its committees, including standards relating to the selection and qualification of directors, evaluation of the Board and its committees, and director education. The Governance Guidelines are administered by the Board’s Compensation, Nominating and Governance Committee (“CN&G Committee”), which regularly reviews director criteria and qualifications, and leads the performance assessments of the Board and its Committees. The Board annually assesses the adequacy and effectiveness of its Governance Guidelines. A copy of our Governance Guidelines is available on our website at www.centrusenergy.com under “Corporate Governance” or upon written request, addressed to the Secretary at Centrus Energy Corp., 6901 Rockledge Drive, Suite 800, Bethesda, Maryland 20817.
Executive Sessions of Non-Management Directors
Our Governance Guidelines contemplate that non-management directors meet regularly in executive session. During 2022, the non-management directors met without management at regularly scheduled executive sessions, and Mikel H. Williams, our Chairman, presided at these executive sessions.
Communications with the Board of Directors
The Board has an established process to receive communications from stockholders and other interested parties. This process has been approved by a majority of the independent directors. Stockholders and other interested parties may contact the Board, the presiding director for executive sessions of the non- management directors, or the non-management directors as a group, by mail or electronically. Communications by mail should be addressed to such recipient or recipients in care of Centrus’ Secretary to c/o Secretary, Centrus Energy Corp., 6901 Rockledge Drive, Suite 800, Bethesda, Maryland 20817. Electronic communications can be made through our website at www.centrusenergy.com. Under the Corporate Governance section, you will find a link to the e-mail address for writing an electronic message to the Board, the presiding director for executive sessions of the non-management directors, or the non- management directors as a group.
Director Independence
The NYSE American listing standards require that the boards of listed companies have a majority of independent directors and, with limited exceptions, that audit and compensation committee members must all be independent as affirmatively determined by the Board. At its March 2023 meeting, after reviewing the NYSE American standards of independence, the Board affirmatively determined that the following director nominees were independent: Mr. Williams, Mr. Subin, Ms. Jonas, Adm. Donald, and Mr. Sawatzke. The basis for these determinations was that each of Messrs. Williams and Sawatzke, Ms. Jonas, and Adm. Donald have no relationships with the Company other than being a director and/or stockholder of the Company. In evaluating the independence of Mr. Subin, the Board considered Broadbill Investment Partners, LLC’s, and MilFam LLC’s position as stockholders and noteholders of the Company. Mr. Subin co-founded and formerly served as chairman of the board of Broadbill Investment Partners, LLC and, on January 12, 2018, Mr. Subin succeeded to the position of president and manager of MilFam LLC, which serves as manager, general partner, or investment advisor to a number of entities formerly managed or advised by the late Lloyd Miller. The Board determined that these holdings did not compromise Mr. Subin’s independence. In evaluating the independence of Mr. Williams, the Board considered Mr. Williams’ service on the board of directors of B. Riley Financial, Inc., a firm which the Company engaged as a financial advisor and in connection with an at-the-market offering of its Class A common stock in 2022. The Board determined that this position did not compromise Mr. Williams’ independence. Mr. Poneman, Dr. Madia
 
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and Mr. Iguchi, the Investor-Designated Director, are not considered to be independent. All members of the Company’s Audit and Finance and CN&G Committees are independent.
Criteria for Board Membership
The CN&G Committee believes that the minimum qualifications for serving as a director of the Company are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company. This assessment includes the consideration of each director’s, or each nominee’s, business background, experience and capabilities complementary to other directors’ experience and capabilities, financial acumen, experience with government, willingness and ability to devote adequate time to the Company, integrity, and any other factor deemed appropriate, all in the context of an assessment of the perceived needs of the Board at that point in time. In addition, the Board considers the diversity of its members when considering a candidate. Centrus does not have a formal policy on Board diversity; however, Centrus’ Board of Directors Governance Guidelines include diversity as one of the criteria to be considered in reviewing the appropriate skills and characteristics required of Board members and nominees. When the CN&G Committee considers diversity, it takes an expansive view and seeks to achieve a diversity of viewpoints, skills, experience, and other factors. Currently, the Board benefits from its diversity in the background, expertise, perspective, gender, ethnicity and abilities of its members, among others. 11% of the Board is comprised of women, and 22% of the Board is diverse. When the CN&G Committee is considering Board nominees, it will actively seek out candidates from underrepresented groups, including women and members of racial and ethnic minority groups.
As needed, the CN&G Committee identifies potential nominees by asking current directors to notify the committee if they become aware of persons meeting the criteria described above, who might be available to serve on the Board. Additionally, the CN&G Committee, from time to time, may engage firms that specialize in identifying director candidates.
Once a person has been identified by the CN&G Committee as a potential candidate, the CN&G Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the CN&G Committee determines that the candidate warrants further consideration, the Chairman or another member of the CN&G Committee or their designee contacts the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the CN&G Committee requests information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and conducts one or more interviews with the candidate. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The CN&G Committee’s evaluation process does not vary based on whether or not a candidate is nominated by a stockholder.
The CN&G Committee also reviewed the qualifications of Mr. Iguchi in connection with his appointment to the Board.
Voting Agreement
On December 29, 2022, the Company entered into a Voting and Nomination Agreement (the “Voting Agreement”) with Mr. Morris Bawabeh, Kulayba LLC and M&D Bawabeh Foundation, Inc. (collectively, the “MB Group”), who collectively are beneficial owners of 1,667,776 shares of our Class A common stock, representing approximately 11.3% of the outstanding shares of Class A common stock as of December 29, 2022. Pursuant to the terms of the Voting Agreement, (a) the Company agreed to amend and restate that certain Amended and Restated Warrant to Purchase Common Stock of Centrus Energy Corp. (the “Warrant”), dated October 17, 2022, to extend the term of the Warrant to February 5, 2024, subject to the other terms of the Warrant, and (b) the MB Group agreed to vote all shares of the Class A common stock for which the MB Group is the record or beneficial owner at the Annual Meeting and at the Company’s 2024 annual meeting of stockholders for (i) the slate of directors nominated by the Board for election; (ii) all other proposals, in accordance with the recommendation of the Board; and (iii) any Company proposed adjournments thereof.
 
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Director Nominations by Stockholders
The CN&G Committee will consider director candidates nominated by stockholders. In considering candidates submitted by stockholders, the CN&G Committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a candidate considered by the CN&G Committee, a stockholder must comply with all applicable laws and the notification requirements in Centrus’ bylaws. The bylaws require, among other things, that a stockholder submit the nomination in writing and include the following information:

the name of the stockholder and evidence of the person’s ownership of Company stock, including the number of shares owned and the length of time of ownership; and

the name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company and the person’s consent to be named as a director if selected by the CN&G Committee and nominated by the Board.
Under our bylaws, a stockholder’s nomination for director must be delivered to the Company’s Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the previous year’s annual meeting, unless the date of the next annual meeting is more than 30 days before or more than 60 days after such anniversary date, in which case notice must be received not later than the tenth day following the day on which notice of the meeting is mailed or public disclosure of the date of the annual meeting is made. For the dates of submission of director candidates for our 2024 annual meeting, please see the section of this Proxy Statement titled “Date for Submission of Stockholder Proposals.”
Board Leadership Structure and Role in Risk Oversight
The Board does not have a policy on whether or not the roles of the Chairman and CEO should be separate. However, Centrus currently has a separate, independent Chairman. Mr. Williams has been Chairman since September 2014. Centrus believes this leadership structure is appropriate for Centrus at this time because Mr. Williams provides valuable oversight of management, while avoiding potential conflicts, and encouraging a proactive and effective Board. In his role as Chairman, Mr. Williams provides Board leadership, presides at all Board meetings, and approves all Board agendas.
The Board has responsibility for risk oversight of Centrus and exercises this oversight function both through the entire Board and through the individual committees of the Board, including the risks posed to the Company by the war in Ukraine and the COVID-19 pandemic and its aftermath. Individuals who are responsible for Centrus’ key risks report directly to the entire Board on a regular basis regarding Centrus’ enterprise risk management (“ERM”) program. The Board has responsibility to discuss the Company’s guidelines and policies governing risk assessment and risk management and the process by which each is handled. The risks that are identified as part of Centrus’ ERM program and through the Board’s process flow down to the specific committees based on their areas of responsibility. For example, the Audit and Finance Committee oversees the management by Centrus of risks as they relate to audit and finance matters or other matters within the committee’s scope of responsibilities, while the Technology, Competition and Regulatory Committee oversees the management by Centrus of risks as they relate to compliance with regulatory requirements, cyber security or other matters within the committee’s scope of responsibilities. Management is also carefully monitoring the evolving developments related to the war in Ukraine and periodically updating and receiving input from the Board on the potential impacts on the Company and its customers and the Company’s mitigation plans. Please see Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and our other SEC filings for additional information.
Code of Business Conduct
Centrus has a code of business conduct applicable to all of our directors, officers, and employees. The code of business conduct provides a summary of the standards of conduct that are at the foundation of our business operations. The code of business conduct states that we conduct our business in strict compliance with all applicable laws and addresses other important matters such as conflicts of interest and how violations of the code may be reported and will be handled. Each director, officer and employee must read the code of business conduct and sign a form stating that he or she has read, understands, and agrees to comply with the code of business conduct. The code of business conduct provides that directors, officers and employees
 
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are prohibited from entering into short sales or purchasing financial instruments (including prepaid variable forward contracts, equity swaps, put or call options, collars, and exchange funds) that are designed to hedge or offset any change in the market value of our stock. Our Business Conduct Committee, comprised of members of management, is responsible for monitoring performance under the code of business conduct and for addressing any issues that arise with respect to the code. A copy of the code of business conduct is available on our website at www.centrusenergy.com or upon written request, addressed to the Secretary at Centrus Energy Corp., 6901 Rockledge Drive, Suite 800, Bethesda, Maryland 20817. We will disclose on the website any amendments to, or waivers from, the code of business conduct that are required to be publicly disclosed.
Transactions with Related Persons
The Board has adopted a policy and procedures for review, approval or ratification of transactions involving the Company and “related persons” ​(the Company’s directors and executive officers and stockholders owning 5% or greater of the Company’s outstanding stock, or their immediate family members). The policy covers any related person transaction that meets the minimum threshold for disclosure under the relevant SEC rules or that is otherwise referred to the Board for review. This generally includes transactions in which a related person has a direct or indirect material interest involving an amount in excess of $120,000. Under this policy, related person transactions must be approved by the CN&G Committee, although the Chairman of the Board may direct that the full Board review specific transactions. The transaction must be approved in advance whenever feasible and, if not feasible, must be ratified at the CN&G Committee’s next meeting. In determining whether to approve or ratify a related person transaction, the CN&G Committee will take into account all factors it deems appropriate, including: whether the subject matter of the transaction is available from other non-affiliated sources; whether the transaction is on terms no less favorable to the Company than terms generally available from an unaffiliated third party; the extent of the related person’s interest in the transaction; and whether the transaction is in the best interests of the Company. If approved, the affected director will be required to recuse himself or herself from matters involving the transaction and the parties to the transaction and the CN&G Committee may impose such other conditions it deems necessary.
Management is responsible for the development and implementation of processes and controls to ensure that related person transactions are identified, and that disclosure is made as required by law. To that end, currently we annually require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related person transactions.
On January 12, 2018, Mr. Subin succeeded to the position of president and manager of MilFam, LLC, which serves as manager, general partner, or investment advisor to a number of entities formerly managed or advised by the late Lloyd Miller. MilFam, LLC is a stockholder and noteholder of the Company. Out of a total $74.3 million principal amount outstanding of the Company’s 8.25% notes maturing February 28, 2027 (the “8.25% Notes”), MilFam, LLC holds $19,614,332 principal amount of the 8.25% Notes as of December 30, 2022. MilFam, LLC receives interest on the 8.25% Notes, which is payable by the Company semi-annually. Mr. Subin has recused himself from matters in which the interests of MilFam LLC potentially may differ from other Class A common stockholders.
In response to the DOE’s June 2022 Request for Proposal for the completion and operation of the demonstration cascade for the production of high-assay, low-enriched uranium, which contract was ultimately awarded to the Company in November 2022, the Board approved the engagement of Dr. Madia to act as capture manager for the Company in coordinating the Company’s response to the Request for Proposal. As consideration for such position, the Board approved a one-time award to Dr. Madia of 10,000 RSUs on August 5, 2022, which had a value of $388,000 as of such date based on the closing price of the Company’s Class A common stock on the date of grant of $38.80, and which will vest on the earlier of June 23, 2023, or the date of the Annual Meeting.
Stock Ownership Policies
In 2021, the Company adopted stock ownership guidelines for its officers and directors which apply only to grants made after the effective date of the guidelines. The Company believes these guidelines will help to better align the interests of the officers and directors with those of the stockholders. Pursuant to the
 
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officers’ guidelines, the CEO is expected to hold stock of the Company having an aggregate value of at least two times the amount of his annual base salary, and each other named executive officer is expected to hold stock of the Company having an aggregate value of at least the amount of his or her annual base salary.
Pursuant to the directors’ guidelines, directors elected by Class A shareholders are expected to hold stock of the Company having an aggregate value of at least three times the amount of the annual directors’ cash retainer. Officers and directors are expected to use good faith efforts to attain the applicable stock ownership targets within a reasonable time period after becoming subject to such targets, and to continuously hold stock in an amount at or above the target. Until an officer or director has met the applicable ownership target, such person must retain at least 50% of shares acquired upon grant, exercise or vesting of equity awards, provided that this requirement applies only to awards made after the effective date of the guidelines.
Corporate Governance Information
Stockholders will find information about our corporate governance practices on our website at www.centrusenergy.com. Our website contains information about our Board, Board committees, current copies of our bylaws and charter, committee charters, code of business conduct and governance guidelines. Stockholders may obtain, without charge, hard copies of the above documents by writing to the Secretary at Centrus Energy Corp., 6901 Rockledge Drive, Suite 800, Bethesda, Maryland 20817.
Board and Committee Membership
Pursuant to the Delaware General Corporation Law, under which Centrus is organized, our business, property, and affairs are managed under the direction of our Board. Members of the Board are kept informed of our business through discussions with the CEO and other officers, by reviewing materials prepared for them by management, by participating in meetings of the Board and its committees, and by other means. Further, the Board receives periodic updates from management and Company advisors between Board meetings to keep apprised of important matters that could affect the Company, as needed, such as the war in Ukraine.
It is the Board’s policy that all directors attend its annual meeting. In 2022, all of the directors except Mr. Subin attended our virtual annual meeting.
During 2022, the Board held 14 meetings. All directors attended 75% or more of the Board’s meetings and meetings of the committees on which they served.
The Board has designated four standing committees, each identified in the table below. From time to time the Board may designate other ad hoc committees to address specific matters. With the exception of the Executive Committee, and the Technology, Competition and Regulatory Committee, the committees are composed entirely of independent directors. The Board has adopted a written charter for each of these committees. The full text of each charter is available on the Company’s website at www.centrusenergy.com.
The table below sets forth the membership of these committees as of April 24, 2023, and the number of meetings held in 2022:
Director
Executive
Committee
Audit and
Finance
Committee
Compensation,
Nominating
and
Governance
Committee
Technology,
Competition
and
Regulatory
Committee
Kirkland H. Donald
X
W. Thomas Jagodinski
X
Chair
Tina W. Jonas
X
X
Chair
William J. Madia
X
Chair
Daniel B. Poneman
X
Bradley J. Sawatzke
X
X
Neil S. Subin
X
Mikel H. Williams
Chair
X
Number of Meetings in 2022
1
5
9
4
 
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Mr. Iguchi, our only Investor-Designated Director, does not currently serve on any of the four standing committees and did not serve on any such committee in 2022. In connection with Mr. Jagodinski’s decision not to stand for re-election at the Annual Meeting, he will no longer serve on the Executive Committee or the Audit and Finance Committee following the Annual Meeting. Following Mr. Jagodinski’s retirement from the Board, Kirkland Donald will fill the vacancy on the Audit and Finance Committee and Mikel Williams will serve as Chair of the Audit and Finance Committee and continue to serve on the Executive Committee.
The functions performed by our four standing committees are described below.
Audit and Finance Committee
The Audit and Finance Committee represents and assists the Board with the oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function, and the performance of the independent auditors. In addition, the Committee is responsible for appointing, retaining, compensating, evaluating and, if necessary, terminating the Company’s independent auditors. The Committee is also responsible for advising the Board regarding significant financial matters. The Committee meets regularly in executive session with the Company’s independent auditor and with the Company’s chief audit executive.
The Board has determined that each member of the Audit and Finance Committee is an “independent director” in accordance with NYSE American listing standards and applicable securities laws. Under the NYSE American listing standards, all audit committee members must be “financially literate,” as that term is determined by the Board in its business judgment. Further, under SEC rules, the Board must determine whether at least one member of the audit committee is an “audit committee financial expert,” as defined by the SEC’s rules. The Board has determined that Mr. Williams and Ms. Jonas are “financially literate” and qualify as “audit committee financial experts.”
Mr. Jagodinski has not been nominated for re-election and will step down from the Board at the Annual Meeting. As noted above, following Mr. Jagodinski’s retirement from the Board of Directors at the Annual Meeting, Kirkland Donald will fill the vacancy on the Audit and Finance Committee and Mikel Williams will serve as Chair of the Audit and Finance Committee. The Board has determined that Kirkland Donald is an “independent director” in accordance with NYSE American listing standards and applicable securities laws, and that he is “financially literate.”
Compensation, Nominating & Governance Committee
The CN&G Committee’s responsibilities include annually reviewing the performance of the CEO and other senior management; overseeing and administering the Company’s executive compensation program; and reviewing, overseeing and evaluating overall compensation programs and policies for the Company and its employees. The CN&G Committee is also responsible for overseeing the management by the Company of risks as they relate to the Company’s compensation policies and practices and other matters within the committee’s scope of responsibilities. The CN&G Committee is also responsible for periodically reviewing compensation for non-employee directors and making recommendations to the Board. The CN&G Committee also establishes performance objectives under the Company’s incentive programs and oversees administration of employee benefit plans.
The functions of the CN&G Committee also include the following: identifying and recommending to the Board individuals qualified to serve as directors of the Company; recommending to the Board directors to serve on committees of the Board; advising the Board with respect to matters of Board composition and procedures; developing and recommending to the Board a set of corporate governance principles applicable to the Company and overseeing corporate governance matters generally; overseeing the annual evaluations of the CEO, the Board and its committees; and overseeing the management by the Company of risks as they relate to the Company’s corporate governance or other matters within the committee’s scope of responsibilities.
The CN&G Committee will consider director candidates nominated by stockholders in accordance with the procedures previously described under “Governance Information — Director Nominations by
 
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Stockholders.” In addition, the CN&G Committee is responsible for reviewing the Company’s code of business conduct and overseeing the Company’s processes for monitoring compliance, and for reviewing and approving all transactions between the Company and any related person under the Company’s related person transaction policy previously described.
The Board has determined that each member of the CN&G Committee is an “independent director” in accordance with NYSE American listing standards and applicable securities laws.
The CN&G Committee retains Willis Tower Watson (“WTW”) as its independent consultant. WTW provides advice to the CN&G Committee on an as needed basis, including with respect to compensation trends and best practices, determining an appropriate group of peer companies, comparing the Company’s compensation program to those in the peer group, recommending performance benchmarks for awards and on market compensation practices. WTW reports to the CN&G Committee and its Chairman.
In May 2022, in consultation with management, the CN&G Committee conducted its annual review of “walk- away” values (i.e., the benefits executives would be entitled to receive had their employment terminated at that time) and reviewed compensation best practices. The CN&G Committee considered this when establishing compensation for executives.
Compensation, Nominating & Governance Committee Interlocks and Insider Participation
The directors who served on the CN&G Committee during the fiscal year ended December 31, 2022, were Tina W. Jonas (Chairman), Bradley J. Sawatzke, and Neil S. Subin. None of these individuals are, or ever have been, officers or employees of the Company. During fiscal year 2022, none of our executive officers served as a director or on the compensation committee of any entity for which any of these individuals served as an executive officer, and there were no other compensation committee interlocks with the entities with which these individuals or our other directors are affiliated.
Technology, Competition and Regulatory Committee
The Technology, Competition and Regulatory Committee’s responsibilities include providing oversight and guidance to management with respect to the Company’s technology initiatives, with a focus on the potential technological advances and technological risk related to the Company’s centrifuge technology; informing the Board of significant energy policy developments and developments in enrichment technology; monitoring competition and market demand in the enrichment industry; monitoring the protection of the Company’s intellectual property; monitoring issues with respect to the Company’s information technology; monitoring operational readiness activities; and overseeing the management, by the Company, of risks as they relate to the Company’s technology, competition or other matters within the Committee’s scope of responsibilities.
The Committee’s responsibilities include monitoring the Company’s compliance with regulatory requirements, overseeing the Company’s initiatives with, and involving various agencies of the United States government and applicable state governments. The Committee is also responsible for advising the Board on regulatory and other governmental considerations in the Board’s deliberations and decision-making processes and overseeing the management by the Company of risks as they relate to the Company’s compliance with regulatory requirements or other matters within the Committee’s scope of responsibilities.
Executive Committee
The primary function of the Executive Committee is to aid the Board in handling matters which, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled meeting of the Board, as the law permits.
Compensation of Directors
Non-Employee Director Compensation Arrangement
Annual compensation for non-employee directors typically covers service for the term of approximately one year commencing at the Annual Meeting.
 
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For the 2022-2023 term, the Board approved the following compensation structure for non-employee directors:
Form of Compensation
Amount
Board annual cash retainer(1)
$ 72,000
Restricted stock unit grant(2)
$ 100,000(5)
Chairman fees(3)
Board
$ 100,000
Audit and Finance Committee
$ 15,000
CN&G Committee
$ 15,000
Technology, Competition and Regulatory Committee
$ 50,000
Committee annual cash retainer(4)
$ 10,000
(1)
Paid in four equal installments of $18,000 on or before August 31, 2022, September 30, 2022, December 31, 2022, and March 31, 2023.
(2)
RSUs were granted on August 5, 2022, based on the closing price of our Class A common stock on the day of grant ($38.80) and vest on the earlier of (i) June 23, 2023, or (ii) the date of the 2023 Annual Meeting of stockholders. However, vesting is accelerated upon (1) the director attaining eligibility for retirement, (2) termination of the director’s service by reason of death or disability, or (3) a change in control.
(3)
Paid in four equal installments at the same time as the payment of the annual cash retainer. These chairman fees are incremental to fees received as committee members. No chairman fees are paid for Executive Committee and other committee service.
(4)
Paid in four quarterly installments on August 31, September 30, December 31, and March 31. No retainer is paid for service on the Executive Committee.
(5)
While the Board approved RSUs in the amount of $100,000, the actual amount granted to each director was $99,987.60 based on the closing price of our Class A common stock on the day of grant ($38.80).
All non-employee directors are reimbursed for any reasonable expenses incurred in connection with their duties as directors of the Company. Mr. Poneman, our President and CEO, does not receive any additional compensation for his service on the Board. Mr. Iguchi, our only Investor- Designated Director, also does not receive compensation from the Company for his service on the Board. Mr. Poneman and our Investor-Designated Director are, however, each eligible to receive reimbursement of expenses in connection with his service on the Board.
Non-Employee Director Compensation for Fiscal Year 2022
Name(1)
Fees Earned or
Paid in Cash ($)
Stock Awards(2) ($)
All Other
Compensation
(3) ($)
Total ($)
Kirkland H. Donald
$ 92,000 $ 99,987.60 $ 191,987.60
W. Thomas Jagodinski
$ 97,000 $ 99,987.60 $ 196,987.60
Tina W. Jonas
$ 107,000 $ 99,987.60 $ 206,987.60
William J. Madia
$ 142,000 $ 99,987.60 $ 388,000.00 $ 629,987.60
Bradley J. Sawatzke
$ 92,000 $ 99,987.60 $ 191,987.60
Neil S. Subin
$ 82,000 $ 99,987.60 $ 181,987.60
Mikel H. Williams
$ 182,000 $ 99,987.60 $ 281,987.60
(1)
The Investor-Designated Director does not receive director compensation. Mr. Poneman also does not receive director compensation. Mr. Poneman’s compensation as our President and CEO is set forth in the Summary Compensation Table of this Proxy Statement.
 
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(2)
The amounts shown in the Stock Awards column represent the aggregate grant date fair value of RSUs granted to each director in 2022, under the Centrus Energy Corp. 2014 Equity Incentive Plan, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“ASC Topic 718”). For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. In accordance with SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
(3)
The amount shown in the All Other Compensation column represent the aggregate grant date fair value of RSUs granted to Dr. Madia for serving as capture manager for the Company in coordinating the Company’s response bid to a Request for Proposal, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“ASC Topic 718”). For a discussion of valuation assumptions, see Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. In accordance with SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
The amounts shown in the Stock Awards column above as of December 31, 2022, for each of the non- employee directors include the following grants of RSUs, which have the following grant date fair value, calculated using the closing price of our Class A common stock on the date of grant in accordance with FASB ASC Topic 718:
Name
Grant Date
Number of
Restricted
Stock Units
Grant Date
Fair Value ($)
Kirkland H. Donald
08/05/22 2,577 99,987.60
W. Thomas Jagodinski
08/05/22 2,577 99,987.60
Tina W. Jonas
08/05/22 2,577 99,987.60
William J. Madia
08/05/22 2,577 99,987.60
Bradley J. Sawatzke
08/05/22 2,577 99,987.60
Neil S. Subin
08/05/22 2,577 99,987.60
Mikel H. Williams
08/05/22 2,577 99,987.60
The total number of RSUs outstanding as of December 31, 2022 for each of Messrs. Jagodinski and Williams was 50,022, and for Dr. Madia was 60,022. The total number of RSUs outstanding as of December 31, 2022 for Mr. Subin was 37,105. The total number of RSUs outstanding as of December 31, 2022 for Ms. Jonas was 12,097. The total number of RSUs outstanding as of December 31, 2022 for Adm. Donald and Mr. Sawatzke was 5,363 (all of which were unvested on that date).
Our Executive Officers
Executive officers are elected by and serve at the discretion of the Board. Our executive officers as of April 24, 2023 were as follows:
Name
Age
Position
Daniel B. Poneman
67
President and Chief Executive Officer
Larry B. Cutlip
63
Senior Vice President, Field Operations
John M.A. Donelson
58
Senior Vice President and Chief Marketing Officer
Kevin J. Harrill
46
Controller and Chief Accounting Officer
Dennis J. Scott
63
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Philip O. Strawbridge
68
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
 
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Daniel B. Poneman has been President and CEO since April 2015 and was Chief Strategic Officer in March 2015. Prior to joining the Company, Mr. Poneman was Deputy Secretary of Energy from May 2009 to October 2014, in which capacity he also served as Chief Operating Officer of the U.S. Department of Energy.
Larry B. Cutlip has been Senior Vice President, Field Operations, since January 2018, was Vice President, Field Operations from May 2016 through December 2017, was Deputy Director of the American Centrifuge Project from January 2015 to May 2016, was Director, Centrifuge Manufacturing from April 2008 to December 2014, was Director, Program Management and Strategic Planning from December 2005 to April 2008, was Manager, Engineering from May 1999 to December 2005, and held positions in operations management and engineering at the Company and its predecessors since 1981.
John M.A. Donelson has been Senior Vice President, Sales, and Chief Marketing Officer since March 2019 and was Vice President, Sales and Chief Marketing Officer since January 2018. Mr. Donelson was Vice President, Marketing, Sales and Power from April 2011 through December 2017. Mr. Donelson was Vice President, Marketing and Sales from December 2005 to April 2011, Director, North American and European Sales from June 2004 to December 2005, Director, North American Sales from August 2000 to June 2004 and Senior Sales Executive from July 1999 to August 2000.
Kevin J. Harrill has been Corporate Controller and Chief Accounting Officer since November 2021. Mr. Harrill has extensive experience in finance and accounting leadership roles in multi-national companies, including Fortune 500 and private equity-backed corporations. Prior to joining the Company, Mr. Harrill held positions of increasing responsibility at Blackboard Inc., from 2015 to 2021, including Vice President, Chief Accounting Officer and Corporate Controller.
Dennis J. Scott has been Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary since January 2018 and Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary from May 2016 through December 2017. Mr. Scott was Deputy General Counsel and Director, Corporate Compliance from April 2011 to May 2016, Acting Deputy General Counsel from August 2010 to April 2011, Assistant General Counsel and Director, Corporate Compliance from April 2005 to August 2010 and Assistant General Counsel from January 1994 to April 2005.
Philip O. Strawbridge has been Senior Vice President, CFO, Chief Administrative Officer, and Treasurer since September 2019. From 2010 to 2013, he served as an executive adviser at Court Square Capital. Mr. Strawbridge served in various executive positions including CFO at EnergySolutions, Inc., a nuclear services and technology company, from 2006 to 2010 (formerly, NYSE: ES). He was CEO and Chief Operating Officer of BNG America, which provided nuclear waste management services and technology to U.S. Government and commercial clients, from 1999 until BNG America was acquired by EnergySolutions in 2006. From 1996 to 1999, Mr. Strawbridge was CFO of OHM/IT Corporation, an environmental and nuclear remediation firm (formerly, NYSE: OHM). He also worked in several executive roles at the Fluor Corporation (NYSE: FLR) from 1986 to 1995. Early in his career, Mr. Strawbridge held various executive positions within the United States General Services Administration.
 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Directors, Director Nominees and Executive Officers
The following table shows the beneficial ownership of the Company’s common stock as of April 24, 2023 by each of the Company’s directors and director nominees, by each executive officer named in the Summary Compensation Table, and by all current directors and executive officers of the Company as a group. Unless otherwise indicated in the table, each person has the sole power to vote and dispose of the shares reported as beneficially owned by such person.
Name of Beneficial Owners(1)
Beneficial
Ownership
(2)
Percentage of
Class A
Owned
Directors and Nominees
Mikel H. Williams
50,022 *
Kirkland H. Donald
5,363 *
Tetsuo Iguchi
W. Thomas Jagodinski
50,022 *
Tina W. Jonas
12,097 *
William J. Madia
60,022 *
Bradley J. Sawatzke
5,363 *
Neil S. Subin(3)
634,667 4.3%
Daniel B. Poneman
97,310 *
Named Executive Officers (excluding Mr. Poneman)
Philip O. Strawbridge
*
John M.A. Donelson
16,073 *
Dennis J. Scott
1,778 *
Larry B. Cutlip
14,615 *
Directors and all executive officers as a group (16 persons)
947,332 6.4%
*
Represents less than 1% of our outstanding common stock.
(1)
As of April 24, 2023, the Company had issued 15,481,018 shares of common stock, consisting of 14,761,818 shares of Class A common stock and 719,200 shares of Class B common stock. The Class B common stock is held by TAES and BWXT Investment Company. The holders of Class B common stock have the same rights, powers, preferences and restrictions and the stock ranks equally in all matters with the Class A common stock, except in regard to voting. The Class B common stock converts to Class A common stock upon transfer to a non-Class B common stockholder. Percentage of class owned is based on 14,761,818 shares of Class A common stock outstanding as of April 24, 2023.
(2)
Includes 50,022 RSUs that vest on June 20, 2023 for each of the following directors: Messrs. Jagodinski and Williams. Includes 60,022 RSUs that vest on June 20, 2023 for Dr. Madia. Includes 37,105 RSUs that vest on June 20, 2023 for Mr. Subin. Includes 12,097 RSUs that vest on June 20, 2023 for Ms. Jonas. Includes 5,363 RSUs that vest on June 20, 2023 for each of the following directors: Adm. Donald and Mr. Sawatzke. These RSUs will be settled on that date by issuing shares of Class A common stock.
(3)
Includes (a) RSUs described in footnote 2 plus (b) 600,139 shares based solely on a Schedule 13D/A filed on March 9, 2023 which provides that (i) 23,622 shares of Class A common stock owned of record by Susan F. Miller Spousal Trust A-4; (ii) 23,622 shares of Class A common stock owned of record by Miller Family Education and Medical Trust, (iii) 47,245 shares of Class A common stock owned of record by Marli B. Miller Trust A-4; (iv) 18,127 shares of Class A common stock owned of record by the Catherine Miller Trust C; (v) 47,795 shares of Class A common stock owned of record by the Susan Miller Spousal IRA; (vi) 171,725 shares of Class A common stock owned of record by Milfam II L.P.; (vii) 56,074 shares of Class A common owned of record by LIM III Estate LLC; (viii) 2,464 shares
 
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of Class A common stock owned of record by Catherine Miller Irrevocable Trust; and (ix) 209,465 shares of Class A common stock owned of record by Milfam Investments LLC. Mr. Subin is the President and Manager of MILFAM LLC, which serves as manager, general partner, or advisor of a number of the foregoing entities formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of a number of the foregoing trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the shares specified in clauses (i) through (ix) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.
Security Ownership of Certain Beneficial Owners
The following table sets forth information as to those holders known to the Company to be the beneficial owners of more than 5% of the outstanding shares of the Company’s Class A common stock as of April 24, 2023. All information shown is based on information reported by the filer on a Schedule 13G or 13D filed with the SEC on the dates indicated in the footnotes to this table.
Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percent of
Class 
Owned
(1)
Morris Bawabeh
15 Ocean Avenue
Brooklyn, NY 11225
1,667,776(2) 11.3%
(1)
Percentages based on 14,761,818 shares of the Company’s Class A common stock outstanding as of April 24, 2023.
(2)
Based solely on a Schedule 13D/A filed on February 6, 2023 which provides that shares may be deemed directly or indirectly beneficially held by each of the following: Kulayba LLC, a limited liability company of which Mr. Bawabeh is the sole member, and M&D Bawabeh Foundation, Inc., a charitable foundation of which Mr. Bawabeh is a director and officer.
 
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COMPENSATION DISCUSSION & ANALYSIS
This section describes the compensation programs for our CEO and CFO in 2022 as well as our other three most highly compensated executive officers during 2022, all of whom we refer to collectively as our named executive officers or “NEOs.” Our NEOs for 2022 were:

Daniel B. Poneman, President and CEO

Philip O. Strawbridge, Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

John M.A. Donelson, Senior Vice President, Sales & Chief Marketing Officer

Dennis J. Scott, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Larry B. Cutlip, Senior Vice President, Field Operations
Executive Summary
Highlights of Our Compensation Program
Our executive compensation program is built on a strong governance framework and pay-for-performance philosophy. Key design elements and features of this program are:

Strong oversight by our CN&G Committee of all elements of executive compensation.

The Company’s use of WTW as its independent compensation consultant.

Significant stock ownership guidelines that are met by each of our named executive officers.

Fixed base salary in 2022 represented approximately 50% or less of each named executive officer’s total direct compensation opportunity.

Over 50% of each named executive officer’s total direct compensation opportunity is “at risk” and dependent on Company and individual performance measured against goals established by the CN&G Committee.

Except for Mr. Poneman, our CEO, there are no employment agreements with our executives.

Our Equity Incentive Plans include a compensation recovery or “clawback” provision that applies to all equity plan participants.

All of the change in control agreements the Company has with its executives, including the named executive officers, include a “double-trigger” provision requiring both a change in control of the Company and an involuntary or constructive termination of the executive’s employment within a specified period of the change in control to receive benefits. Although these agreements provide for automatic renewal to protect employees, the Company retains the ability to terminate the agreements prior to a change in control with sufficient notice.

We do not provide excise tax gross ups to our executives.

We have a strong risk management program with specific responsibilities assigned to the Board and its committees, with the goal of avoiding excessive risk in our compensation programs.
Overview of 2022 Performance
In 2022, the Company continued to strengthen its balance sheet, improve its financial performance and make progress on the construction and licensing of a High-Assay, Low-Enriched Uranium (“HALEU”) facility under contract with the United States Department of Energy (“DOE”).
Highlights of our strong financial and commercial performance are set forth below. We believe our efforts have significantly benefitted our stockholders.
 
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2022 Financial Highlights:

Achieved $294 million in revenue in 2022 with net income of $52.2 million, which reflects a one-time loss accrual of $21.3 million for the cost share associated with the U.S. Department of Energy HALEU Operation Contract award.

Cash and restricted cash balance of $212 million (includes $32 million in restricted cash) as of December 31, 2022.

Order book of approximately $1 billion as of December 31, 2022.
2022 Commercial Highlights:

Secured a $150 million, competitively awarded contract to complete construction and begin operation of a HALEU demonstration cascade.

First-of-a-kind HALEU production to begin by the end of 2023.

Originated record $270 million of new sales contracts throughout 2022, contributing to the approximate $1 billion long-term order book for our LEU segment as of December 31, 2022.
We are closely monitoring the impacts the war in Ukraine may have on the Company and the nuclear industry. Together with others in the nuclear industry, we are working to mitigate the potential impacts on the Company. Please see Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K and our other SEC filings for additional information.
[MISSING IMAGE: lc_closing-4clr.jpg]
Effect of 2022 Performance on NEO Compensation
As described above, executive compensation includes annual incentives with specific corporate goals and long-term equity incentives. The achievement of better than targeted results in the corporate goals was reflected in the decision to award annual incentives based on achieving 111% of the goals. Further the long-term equity incentive directly ties the compensation of the executives to stockholder returns. At target, approximately 50-60% of the total compensation of executives is at risk and related directly to the performance of the Company.
Changes Made to the Compensation Program for 2022
The overall structure of the compensation program was not changed in 2022. Each year the corporate goals are established based on the strategy and budget approved by the Board. In 2022 the long-term incentive plan was based entirely on equity and included a performance-based threshold which must be met to receive payment.
 
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Changes Made to the Compensation Program for 2023
No changes have been made to the compensation program for 2023. Annual corporate goals were established and again for 2023, the long-term incentive plan is based entirely on equity and included a performance-based threshold which must be met to receive payment.
Compensation Philosophy and Objectives
Our executive compensation program is built on a strong governance framework and pay-for- performance philosophy. Our program is a combination of base salary and annual and long-term incentives based on performance goals that are key to the long-term profitability and financial health of the Company. A long-term equity denominated incentive that aligns compensation with the return to stockholders as reflected in the share price of the Company’s Class A common stock is an integral part of the program.
The CN&G Committee oversees an executive compensation program designed to enable the Company to attract and retain highly talented individuals. This program reflects the Company’s philosophy that the majority of an executive’s compensation should be based on his or her overall contribution to the success of the Company and the creation of long-term value for our stockholders. In keeping with this philosophy, the CN&G Committee has established the following objectives for the Company’s executive compensation program:
Objective
How We Implement Our Objectives
Compensation should be aligned with stockholders’ interests.

Strong incentives to maximize long-term value for our stakeholders.

Long-term stock ownership by executives and performance incentives provides ongoing alignment.
Compensation should support our business strategy and objectives.

Reward successful execution of our business plan by linking performance goals directly to our business plan.

Stretch performance goals encourage innovation by executives while not encouraging excessive risk-taking.
Compensation should be structured to pay for performance.

A substantial portion of the total compensation opportunity is variable and dependent upon the individual’s and the Company’s performance.

2022 realized compensation was above target opportunity compensation.
Compensation opportunities should be market competitive.

Compensation and benefits programs are designed to provide competitive compensation relative to the labor markets for our executives while maintaining fiscal responsibility for our stockholders.

Target total direct opportunity compensation is intended to approximate the 50th percentile of the market.

From time to time, individual executives may be positioned above or below the 50th percentile, as appropriate, based on a combination of factors such as criticality of the role, market demand, individual performance and/or retention risk, among others.
Compensation and benefits programs should encourage short-term and long-term retention.

Our compensation and benefits programs are intended to encourage retention and reward continuity of service, which is particularly important due to the unique skill sets of our executives.

Short-term retention is also important due to the challenges currently facing our business.
 
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Setting Executive Compensation
Each year, the CN&G Committee evaluates compensation levels for each of the executive officers of the Company. In setting compensation for 2022, the CN&G Committee reviewed and considered total compensation for each NEO, including a review of tally sheets that provide the value of (1) historic and current elements of each officer’s compensation (including savings plans, pension plans, health and welfare benefits and perquisites); (2) stock and stock options held by the executive at year-end in the Company’s incentive and benefits plans; and (3) a review of compensation that would be paid upon termination of employment under various scenarios.
Role of Executive Officers in Compensation Decisions

CEO and other named executive officers pay are set by the independent CN&G Committee.

CEO and the Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer provide support to the CN&G Committee and attend all CN&G Committee meetings but are not present for executive sessions or discussions of their individual compensation.

CEO provides performance assessments and compensation recommendations for each of the other named executive officers and a self-assessment of his own performance.

CN&G Committee meetings often include an executive session without members of management present. During 2022, the CN&G Committee met 9 times, including 9 times in executive session.
Role of Compensation Consultant in Compensation Decisions
The CN&G Committee has retained a consultant, WTW, to provide the committee with independent compensation data, analysis and advice. WTW reports to the CN&G Committee and its chairman. Under the CN&G Committee’s charter, the CN&G Committee has sole authority to retain and terminate WTW and to approve WTW fees and other retention terms. Throughout 2022, WTW worked closely with the CN&G Committee and attended all CN&G Committee meetings and met with the CN&G Committee regularly in executive session. In 2022, WTW assisted the CN&G Committee with market studies of Board pay, incentive plan design and regulatory updates advice on compensation best practices.
WTW provides actuarial services related to the Company’s pension plans but did not perform any other services for the Company or its affiliates in 2022. The CN&G Committee, in hiring and retaining WTW in 2022, assessed whether its work raised any conflicts of interest and determined that no conflicts of interest existed.
Use of Peer Group Data
The CN&G Committee strives to set target opportunity compensation levels to be competitive with the market in which we compete for executive talent. In support of that goal, the CN&G Committee will periodically evaluate competitive data from (1) a peer group of publicly traded companies in specific industries in which we compete for executive talent and (2) general industry companies with comparable revenues through pooled published survey data.
Currently, as the only publicly traded uranium enrichment company in the United States, we do not have direct publicly traded U.S. peers. Therefore, the peer group was selected by the CN&G Committee upon the recommendation of its compensation consultant taking into consideration: industry relevance (focusing on specialty chemicals, aerospace and defense, construction and engineering, utilities with nuclear operations, and other utilities); business operations; and roughly comparable size in terms of revenue and market capitalization (although this is given less weight due to our stock price volatility). The peer group was not picked on the basis of executive compensation levels. In its review of executive compensation for 2022, the CN&G committee examined information on a peer group in 2021 which included the following companies:
 
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Company
Most Recently
Reported 12-Month
Revenues ($M)
Current
Balance Sheet
Assets ($M)
Capital Intensity
(Assets divided
by Revenues)
6/28/2021
Market
Capitalization ($M)
AAR Corp.
$ 1,631 $ 1,643 1.0 $ 1,346
Aerojet Rocketdyne Holdings, Inc.
$ 2,093 $ 2,364 1.1 $ 3,787
AeroVironment, Inc.
$ 395 $ 929 2.4 $ 2,710
AerSale Corporation
$ 210 $ 400 1.9 $ 519
Air Industries Group
$ 50 $ 57 1.1 $ 40
Astronics Corporation
$ 451 $ 606 1.3 $ 525
BWX Technologies, Inc.
$ 2,110 $ 2,352 1.1 $ 5,551
Byrna Technologies Inc.
$ 38 $ 22 0.6 $ 465
CPI Aerostructures, Inc.
$ 88 $ 50 0.6 $ 40
Curtiss-Wright Corporation
$ 2,387 $ 3,981 1.7 $ 4,894
Ducommun Incorporated
$ 613 $ 826 1.3 $ 637
Fission Uranium Corp.
$ 0 $ 281 $ 298
Fluor Corporation
$ 14,909 $ 7,021 0.5 $ 2,551
HEICO Corporation
$ 1,697 $ 3,595 2.1 $ 17,929
Hexcel Corporation
$ 1,272 $ 2,894 2.3 $ 5,190
Kratos Defense & Security Solutions, Inc.
$ 773 $ 1,565 2.0 $ 3,381
Lightbridge Corporation
$ 0 $ 16 $ 45
Moog Inc.
$ 2,785 $ 3,406 1.2 $ 2,738
NV5 Global, Inc.
$ 647 $ 896 1.4 $ 1,418
PAE Incorporated
$ 2,846 $ 1,828 0.6 $ 823
Parsons Corporation
$ 3,823 $ 3,865 1.0 $ 4,085
RADA Electronic Industries Ltd.
$ 86 $ 170 2.0 $ 592
TAT Technologies Ltd.
$ 69 $ 115 1.7 $ 53
Uranium Energy Corp.
$ 0 $ 164 $ 609
Oriental Non-Ferrous Resources Development Inc.
$ 0 $ 16 $ 50
Williams Industrial Services Group
Inc.
$ 264 $ 108 0.4 $ 145
Elements of Executive Compensation
Compensation in 2022 for our named executive officers consisted of:
Compensation Element
Objective
Key Features
Base Salary

Provides a stable annual income at a level consistent with individual contributions.

Reflects individual performance, level of pay relative to the market, internal pay equity and retention considerations.

Adjustments are considered annually (or in the event of change in responsibilities).
Annual Cash Inventive Award

Rewards the achievement of critical annual performance goals aligned with corporate strategic objectives.

Performance-based reward tied to achievement of short-term corporate and individual performance.

Annual incentives can vary from 0% to 150% of the target amount.

Annual performance goals are predetermined.
 
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Compensation Element
Objective
Key Features
Long Term Incentive Award

Aligns NEO’s interests with long-term stockholder interests by linking part of each NEO’s compensation to long-term corporate stock performance, as well as rewarding total stockholder return performance.

Provides opportunities for investment in and ownership of the Company, which is designed to promote retention and enable us to attract and motivate our NEOs.

Retains NEOs through multi-year vesting.

Links value to stock price.

Comprised of 100% performance-based RSUs with overlapping three-year performance periods.

Vesting subject to achievement of cumulative net income performance threshold.
Base Salary
The CN&G Committee determines base salary levels for executive officers. The CN&G Committee consults with the CEO with respect to the recommended base salaries for the other officers. In setting individual base salaries, consideration also is given to (1) the performance of the Company; (2) the individual performance of each executive, taking into account the recommendation of the CEO with respect to the performance and contribution of individuals and the individual performance measures under the annual incentive program; (3) the executive’s scope of responsibility in relation to other officers and key executives within the Company and internal pay equity; and (4) any retention issues.
No base salary adjustments were made for the named executive officers for 2022, except with respect to Philip O. Strawbridge, whose base salary was increased by 7.8%. Base salaries for 2022 were as follows: Daniel B. Poneman: $750,000; Philip O. Strawbridge: $575,000, which increased to $620,000 on April 1, 2022; John M.A. Donelson: $355,856; Larry B. Cutlip: $320,000; and Dennis J. Scott: $290,000.
Base salaries affect other elements of total compensation, including annual incentives, long-term incentives, and retirement benefits. In setting base salaries for the named executive officers, the CN&G Committee considers the effects on other elements of total compensation.
Executive Incentive Plans
Awards to our named executive officers are currently outstanding under two Executive Incentive Plans, each of which is a sub-plan adopted under and subject to the terms of the 2014 Equity Incentive Plan, as amended and restated from time to time (the “2014 Plan”):

In 2019, the CN&G Committee adopted the 2019 Executive Incentive Plan (the “2019 EIP”). The 2019 EIP was adopted to provide the CN&G Committee with ability to grant equity and cash awards to eligible participants in order to drive performance and, in respect of equity awards, to further align the interests of management with those of our stockholders. In 2020, the Company engaged in an active outreach to certain of our stockholders to discuss executive compensation. Stockholder feedback included a request that the Company continue to further align executive compensation with the interests of our stockholders and to provide more transparency into the goals of our annual and long-term incentive plans. Based on this feedback, the CN&G Committee transitioned to a compensation program that better aligns management incentives with the creation of stockholder value. The long-term incentive programs are based entirely on equity denominated awards. As a result, the say on pay advisory vote was approved by over 98% of our stockholders voting at the 2021 annual meeting and 99% of our stockholders voting at the 2022 annual meeting.

In 2022, the CN&G Committee adopted the current Executive Incentive Plan (“EIP”) which continues to provide for annual and long-term incentives including equity based overlapping
 
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long-term incentives and minimum vesting requirements. The CN&G Committee continues to evaluate the compensation program to ensure it provides meaningful incentives aligned with stockholder interests.
The 2014 Plan authorizes the issuance of up to 1,900,000 shares of the Company’s Class A common stock to Company employees, officers, directors, and other individuals providing services to the Company or its affiliates, as selected by the CN&G Committee pursuant to options, stock appreciation rights, restricted stock units, restricted stock, performance awards, dividend equivalent rights and other stock-based awards, as well as cash-based awards.
Both the 2019 EIP and the EIP consist of two components: (1) an annual cash incentive award (“Annual Award”) and (2) a multi-year long-term incentive program (“LTIP”) consisting of awards based on a series of overlapping three-year performance periods tied to equity performance. The final three-year performance period under the 2019 EIP began in 2022. The 2022 Annual Awards were made, and all future long-term incentive awards will be made, pursuant to the EIP.
LTIP awards under the 2019 EIP initially consisted of a cash award and equity denominated notional award. Based on stockholder feedback in 2020, the CN&G Committee transitioned the LTIP under the 2019 EIP to be entirely equity denominated awards. The LTIP under the EIP is also entirely equity based.
Participants in the 2019 EIP and the EIP were determined by the CN&G Committee and included our named executive officers and certain other key employees. Payment of awards under the incentive plans are generally subject to participants remaining employed by the Company through the payment date, subject to certain adjustments in accordance with the 2014 Plan and the grant agreements upon a participant’s death, disability, retirement, termination by the Company without cause, or other termination or upon a change in control. See “Potential Payments Upon Termination or Change in Control — Awards under the 2014 Plan” below.
The total number of shares granted for the LTIP awards are included in the Summary Compensation Table for the year granted using the grant date fair value of such awards, as determined under applicable accounting rules.
Annual Awards
2022 Annual Awards
In 2022, each participant was eligible to receive an Annual Award, payable in cash, if certain Company- wide goals determined by the CN&G Committee (the “Corporate Goals”) were met for 2022, as further described in the table below. A participant’s target Annual Award is a percentage of the participant’s base salary.
The potential actual Annual Award is subject to, and based upon, the level of achievement of the applicable Corporate Goals. Following the end of 2022, our CEO reviewed the achievements of the Corporate Goals and recommended to the CN&G Committee a proposed level of performance that was achieved for 2022. The payment for a participant therefore would be equal to:
[MISSING IMAGE: lc_annual-4clr.jpg]
In 2023, our CN&G Committee reviewed the performance of the Company against the 2022 Corporate Goals and determined that the Annual Awards would be paid at 111% of the target level. The 2022 Annual Awards were paid in March 2023 following the CN&G Committee’s certification. The amounts of the Annual Award based on 2022 Corporate Goals paid to each named executive officer for 2022 are included in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”
The following table provides a summary of the 2022 Corporate Goals for the 2022 Annual Awards and the CN&G Committee’s determinations as to the Company’s performance relative to those goals, which resulted in the authorization of the payment of the annual incentive at 111% of the target level.
 
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Centrus Energy Corp. 2022 Corporate Goals
Goal
Targets
Achievement Versus Target
Score for Goal
Category
1.
Expand market position as an established enrichment supplier: build customer base and increase market share.
(Weight = 35%)
Achieve $230 MM of revenue in the LEU segment with a total gross profit of $115 MM.
Exceeded Target:

Achieved $235.6 MM of revenue in the LEU segment.

Achieved total gross profit of $130.6 MM.
Overall Goal 1 performance:
129% of target
(weighted average:
45%)
New Business:
Originate $100 MM of SWU business with an average projected cash margin target established by the Committee.
Exceeded Target:

Originated $302 MM of new SWU business.

With an average projected cash margin that exceeded the target.
2.
Expand business offerings and diversify revenue
(Weight = 25%)
Centrus Technical Solution:
Segment (CTS) — Maintain current HALEU capability by winning the 16-machine operations contract or extending the current contract.
Achieved Target:

Won the HALEU Operations contract.
Overall Goal 2 performance:
100% of target
(weighted average:
25%)
CTS — Measurable steps toward deployment of additional enrichment capacity through finalization of teaming arrangements and responding to any government funding opportunities.
Partially Achieved Target
LEU segment — Make an additional purchase of supply.
Exceeded Target:

Secured two additional sources of supply.
 
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Goal
Targets
Achievement Versus Target
Score for Goal
Category
3.
Achieve financial goals and maintain corporate structure
(Weight = 40%)
Achieve revenue of $290 MM and end of year cash balance of $190 MM (excluding capital raise and balance sheet initiatives).
Exceeded Target:

Achieved revenue of $293.8 MM.

Achieved end of year cash balance of $212 MM (includes restricted cash).
Overall Goal 2 performance:
80% of target
(weighted average: 41%)
Meet the 2022 net income goal of $65 MM (excluding pension benefit annual evaluation) as specified in the final 2022 budget.
Exceeded Target:

Achieved adjusted net income of $86.3 MM (excludes loss recognized for HALEU Phase 1 of operations contract, additional increase in budget for advanced technology of gain on benefit plans revaluation, and unbudgeted tax provision).
Achieve 2022 SG&A target (excluding capital restructuring costs). SG&A target is $33.5 MM.
Partially Achieved at 70% Level:

2022 results of $33.9 MM.
Weighted average score for the 2022 Annual Plan was 111%
2021 Annual Awards
In 2021, each participant was eligible to receive an Annual Award, payable in cash, if certain Corporate Goals were met for 2021. In 2022, our CN&G Committee reviewed the performance of the Company against the 2021 Corporate Goals and determined that the Annual Awards would be paid at 105.5% of the target level. The 2021 Annual Awards were paid in April 2022 following the CN&G Committee’s certification.
Long Term Incentive Awards
2019 – 2021 Long Term Incentive Program
In March 2022, the CN&G Committee reviewed the performance of the Company against the 2019 – 2021 Corporate Goals and determined that the cash portion of the LTIP for the 2019 – 2021 performance period would be paid at 84% of the target level. The cash portion of the 2019 LTIP for the 2019 – 2021 performance period was paid in April 2022, following the CN&G Committee’s certification. The amounts of the cash portion of the 2019 LTIP for the 2019 – 2021 performance period paid to each named executive officer in 2022, but earned in 2021, are included in the Summary Compensation Table in the column labeled “Non-Equity Incentive Plan Compensation” with regard to the 2021 fiscal year.
2020 – 2022 Long Term Incentive Program
Beginning with the 2020 – 2022 performance period, 75% of the LTIP was awarded in notional shares and the remainder of the award in share appreciation rights. Each participant’s target award value was
 
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one-third of his or her current annual base salary. The stock price basis for determining the number of awards granted was the average closing share price over the 20 trading days immediately following the filing of the Company’s Annual Report on Form 10-K for the year ending December 31, 2019. The stock appreciation rights’ exercise price is the same as the stock price basis for determining the number of awards. For calibrating stock appreciation rights, a 50% Black-Scholes ratio was applied to the stock price basis. LTIP awards for the 2020-2022 performance period were granted April 27, 2020 and were settled in March 2023 based on the average closing share price over the 20 trading days immediately following the filing of the Company’s Annual Report on Form 10-K for the year ending December 31, 2022. The CN&G Committee has the discretion to settle the awards in cash or stock, or a combination thereof. In March 2023, the CN&G Committee determined to settle such awards in Class A common stock.
2021 – 2023 Long Term Incentive Program
In July 2021, under the 2019 EIP, the CN&G Committee approved the 2021 LTIP awards covering a performance period of 2021 through 2023 with a potential payout in 2024. Fifty percent of the 2021 LTIP awards were comprised of notional shares and the remainder of the awards were comprised of share appreciation rights. In order for the awards to vest, Centrus will need to meet (or exceed) a three-year cumulative net income goal established at the time of award by the CN&G Committee. The amount of the equity denominated award of notional units and share appreciations rights awarded to each named executive officer for the 2021 – 2023 performance period are included in the Summary Compensation Table in the column labeled “Stock Awards” with regard to the 2021 fiscal year.
2022 – 2024 Long Term Incentive Program
On March 31, 2022, under the 2019 EIP, the CN&G Committee approved the 2022 LTIP awards covering a performance period of 2022 through 2024, with a potential payout in 2025. The 2022 LTIP award is comprised of performance-based RSUs vesting at the end of the three-year period. In order for the awards to vest, Centrus will need to meet (or exceed) a three-year cumulative net income goal established at the time of award by the CN&G Committee. The amount of the RSUs awarded to each named executive officer for the 2022 – 2024 performance period are included in the Summary Compensation Table in the column labeled “Stock Awards” with regard to the 2022 fiscal year.
2023 – 2025 Long Term Incentive Program
On March 2, 2023, under the EIP, the CN&G Committee approved the 2023 LTIP awards covering a performance period 2023 through 2025, with a potential payout in 2026. The 2023 LTIP award is comprised of performance-based RSUs vesting at the end of the three-year period. In order for the performance-based RSU awards to vest, Centrus will need to meet (or exceed) a three-year cumulative net income goal established at the time of award by the CN&G Committee.
Indirect Compensation
401(k) Retirement Plan and Executive Deferred Compensation Program
Centrus maintains a 401(k) retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). In general, all of the Company’s employees are eligible to participate in the plan beginning on the first day of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to defer a portion of their compensation up to the statutorily prescribed limit, generally equal to $20,500 for 2022, and have the amount of the deferral contributed to the 401(k) plan. For 2022, the 401(k) plan provided for a Company-matching contribution of 200% on before-tax contributions up to the first 2% of a participant’s eligible pay, 100% on before-tax contributions on the next 2% of a participant’s eligible pay, and 50% on before-tax contributions on the next 2% of a participant’s eligible pay.
Additionally, certain of the Company’s named executive officers participate in the Executive Deferred Compensation Plan. For 2022, the Company provided an employer match under the Executive Deferred Compensation Plan equal to the maximum matching contribution amount that would have been provided to each participant under the 401(k) plan as reduced by the amount of the actual Company matching
 
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contributions made to the participant’s 401(k) plan account for the year. The amounts of matching contributions made by the Company to each named executive officer’s accounts for 2022 are set forth in the Summary Compensation Table in the column entitled “All Other Compensation.”
Severance and Change in Control Agreements
Severance Agreements
Under the Centrus Energy Corp. Executive Severance Plan, if a covered executive is terminated by the Company without cause, he or she is eligible to receive the following: (a) a prorated share of his or her annual incentive bonus for the year in which the executive’s termination occurs (payable at the end of the performance period based on actual performance) up to the date of termination; (b) a lump sum cash severance amount (described in detail below); and (c) continuation of medical and dental coverage as well as life insurance paid for by the Company for a period of time after termination (the “Severance Period”) (or until he or she receives similar coverage from a subsequent employer, whichever occurs first) and outplacement assistance services.
With respect to the named executive officers, cash severance payments under the Executive Severance Plan upon an involuntary termination outside of a change in control are as follows:

For our CEO, Mr. Poneman, the severance plan is amended by Mr. Poneman’s employment agreement, such that cash payments are limited to (a) two times Mr. Poneman’s base salary and annual bonus and (b) Mr. Poneman’s pro-rated performance bonus based on actual performance for the year in which the termination of employment occurs; and

For all other executives, cash payments are limited to (a) one times the executive’s base salary and annual bonus and (b) the executive’s pro-rated performance bonus based on actual performance for the year in which the termination of employment occurs.
Change in Control Agreements
The Company has entered into change in control agreements with each of its named executive officers. The change in control agreements provide each executive with the following benefits (in lieu of any severance benefits under the Executive Severance Plan previously described) if there is a change in control of the Company and within a protected period beginning three months before and ending three years after that change in control (the “protected period”), the Company terminates the executive’s employment without cause or the executive terminates his or her employment for “good reason” ​(as defined in the agreement):

a cash lump sum payment equal to two times the sum of his or her annual base salary and bonus (with the executive’s “bonus” for these purposes generally being the greater of the executive’s target bonus and the average of the three most recent annual incentive bonuses paid to the executive prior to the date of termination); and

continuation of life and health insurance benefits for him or her and his or her eligible dependents for two years following such termination of employment (the “Covered Period”) or, if sooner, until he or she is covered by comparable programs of a subsequent employer.
In order to receive these benefits, the executive must comply with the non-competition, non-solicitation, and confidentiality provisions of the change in control agreement during the term of the agreement and during the Covered Period.
Stock Ownership Policies
The Company has stock ownership guidelines for its officers that help to better align the interests of the officers with those of the stockholders. Pursuant to the officers’ guidelines, the CEO is expected to hold stock of the Company having an aggregate value of at least two times the amount of his annual base salary, and each other named executive officer is expected to hold stock of the Company having an aggregate value of at least the amount of his or her annual base salary.
 
35

 
Officers are expected to use good faith efforts to attain the applicable stock ownership targets within a reasonable time period after becoming subject to such targets, and to continuously hold stock in an amount at or above the target. Until an officer has met the applicable ownership target, such person must retain at least 50% of shares acquired upon grant, exercise or vesting of equity awards, provided that this requirement applies only to awards made after the effective date of the guidelines. The first grants to which the guidelines will apply may be awarded in 2024.
Tax and Accounting Treatments of Elements of Compensation
In its deliberations, the CN&G Committee reviews and considers the deductibility of executive compensation under applicable tax laws. The CN&G Committee retains the flexibility to approve compensation in certain cases that will not be tax deductible in order to ensure competitive levels of total compensation for its executive officers while creating and improving stockholder value.
Recovery of Incentive Compensation
The 2019 EIP and the EIP include a compensation recovery or “clawback” provision that requires repayment of all payments in settlement of any awards earned or accrued (including annual and long-term incentives) during the 12-month period following the first public issuance or filing with the SEC of a financial document that is subsequently restated as a result of misconduct. The clawback applies to a grantee who knowingly or through gross negligence engaged in or failed to prevent the misconduct, or who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002. The Company will revisit its policy in light of Section 10D of the Securities Exchange Act of 1934, as amended, and the NYSE American requirements relevant thereto.
Hedging and Pledging Prohibitions
As part of our insider trading policy, our directors, executives and other employees are prohibited from entering into short sales or engaging in hedging transactions involving our securities or pledging our securities as collateral for a loan.
Risk Assessment of the Compensation Programs
The CN&G Committee reviews the Company’s compensation policies and practices for all employees, including executive officers, and has determined that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. The CN&G Committee also considers whether our compensation programs include certain design features which have been identified as having the potential to encourage excessive risk-taking when part of the plan design at other companies, such as: too much focus on short-term objectives, too much weight on one metric or objective, too many objectives or improper weighting of objectives, compensation mix overly weighted to cash, excessive use of stock options, and unreasonable award levels or goals. The CN&G Committee has noted several design features of the Company’s compensation programs for executives that reduce the likelihood of excessive risk-taking: the program design provides a balanced mix of fixed and variable pay, cash and equity, and short-term and long-term incentives, multiple, balanced performance metrics are used, maximum payout levels for incentive awards are capped, the CN&G Committee has downward discretion over incentive program awards, and the Company’s equity incentive plan allows the Company to “clawback” payments to those engaged in misconduct related to a restatement of the Company’s financial results. The CN&G Committee has determined that the Company’s compensation programs do not encourage excessive risk and instead encourage behaviors that support sustainable value creation.
 
36

 
COMPENSATION, NOMINATING & GOVERNANCE COMMITTEE REPORT
The CN&G Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis contained above. In reliance on the reviews and discussions referred to above, the CN&G Committee recommended to the Board of Directors that the Compensation Discussion and Analysis referred to above be included in this Proxy Statement.
Compensation, Nominating & Governance Committee
Tina W. Jonas, Chairman
Bradley J. Sawatzke
Neil S. Subin
Notwithstanding anything set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the preceding report shall not be deemed incorporated by reference in any such filings.
 
37

 
Summary Compensation Table — Fiscal Years 2020 – 2022
The following table sets forth information regarding the compensation for fiscal years 2020 through 2022, as applicable, awarded to, earned by, or paid to the principal executive officer of the Company, the principal financial officer of the Company, and the three other most highly compensated executive officers of the Company during 2022 serving as executive officers at December 31, 2022, together, the named executive officers.
Name and Principal Position
Fiscal Year
Salary(1)(6)
Bonus
Stock
Awards
(2)
Option
Awards
Non-Equity
Incentive Plan
Compensation
(3)
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
(4)
All Other
Compensation
(5)
Total
Daniel B. Poneman
President and CEO
2022 $ 750,000 $ 249,987 $ 957,375 $ 96,514 $ 2,053,876
2021 $ 750,000 $ 250,017 $ 1,019,938 $ 77,334 $ 2,097,289
2020 $ 750,000 $ 285,941 $ 1,027,575 $ 76,001 $ 2,139,517
Philip O. Strawbridge
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
2022 $ 607,192 $ 980,685 $ 58,523 $ 1,646,400
2021 $ 575,000 $ 727,950 $ 42,256 $ 1,345,206
2020 $ 575,000 $ 524,239 $ 39,949 $ 1,139,188
John M.A. Donelson
Senior Vice President, Sales &
Chief Marketing Officer
2022 $ 355,865 $ 118,624 $ 272,557 $ 39,411 $ 786,457
2021 $ 355,865 $ 118,636 $ 311,246 $ 27,194 $ 812,941
2020 $ 355,865 $ 135,674 $ 322,399 $ 323,804 $ 26,240 $ 1,163,982
Dennis J. Scott
Senior Vice President, Chief Compliance Officer and Corporate Secretary
2022 $ 290,000 $ 96,652 $ 257,520 $ 41,266 $ 685,438
Larry B. Cutlip
Senior Vice President, Field Operations
2022 $ 320,000 $ 106,661 $ 326,784 $ 42,409 $ 795,854
(1)
For Mr. Poneman, the amounts shown in the Salary column for 2022 includes $37,500 in contributions under the Company’s Executive Deferred Compensation Plan.
(2)
The amounts shown in the Stock Awards column for 2022 include the grant date fair value of $33.70 per share for restricted stock granted to Messrs. Poneman, Donelson, Scott and Cutlip, respectively, under the 2014 EIP. Mr. Strawbridge does not participate in the EIP.
(3)
For Messrs. Poneman, Strawbridge, Donelson, Cutlip and Scott amounts shown for 2022 in the Non-Equity Incentive Plan Compensation column include amounts earned in 2022 and paid in March 2023, with respect to their 2022 Annual Awards based on the CN&G Committee’s evaluation of the Company’s 2022 performance against the 2022 Corporate Goals.
(4)
Messrs. Donelson, Cutlip, and Scott participate in the Company’s qualified defined benefit pension plans providing retirement benefits based on compensation and years of service, and Mr. Donelson participates in the non-qualified supplemental pension plan which provides certain executive officers additional retirement benefits in excess of qualified plan limits imposed by tax law based on a targeted benefit objective. Both plans are closed to employees and no longer accrue additional benefits. The change in total pension value in 2022 was a decrease and thus was not required to be disclosed under Item 402(c)(2)(viii).
(5)
For Mr. Poneman, the amount shown in the All Other Compensation column for 2022 includes $31,350 in Company matching contributions under the Company’s Executive Deferred Compensation Plan, $21,350 in Company matching contributions under the Centrus 401(k) plan, and $34,516 in life insurance premiums paid by the Company. For Mr. Strawbridge, the amount includes $18,604 in
 
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Company matching contributions made under the Centrus 401(k) plan and $39,919 in life insurance premiums paid by the Company. For Mr. Donelson, the amount includes $21,350 in Company matching contributions made under the Centrus 401(k) plan and $18,061 in life insurance premiums paid by the Company. For Mr. Cutlip, the amount includes $17,173 in Company matching contributions made under the Centrus 401(k) plan and $25,236 in life insurance premiums paid by the Company. For Mr. Scott the amount includes $21,350 in Company matching contributions made under the Centrus 401(k) plan and $19,916 in life insurance premiums paid by the Company.
(6)
For Mr. Strawbridge, the amount shown in the salary column reflects an increase to his base salary effective April 1, 2022.
Grants of Plan-Based Awards Table — Fiscal Year 2022
The following table sets forth information regarding the grants of equity and incentive plan-based awards for fiscal year 2022, awarded to the Company’s named executive officers.
Estimated future payouts under
non-equity incentive plan awards
Estimated future payouts under
equity incentive plan awards
All other
stock
awards:
Number of
shares of
stock or
units
(#)
All other
option
awards:
Number of
securities
underlying
options
(#)
Exercise
or base
price of
option
awards
($/Sh)
Grant date
fair value
of stock
and option
awards
(1)
Name and Principle Position
Grant
Dates
Threshold
($)
Target
($)
Maximum
($)
Threshold
($)
Target
($)
Maximum
($)
(2)
Daniel B. Poneman
President and CEO
02/16/22 N/A N/A N/A N/A $ 249,987 7,418 $ 249,987
03/31/23 $ 249,982 5,853 $ 249,982
Philip O. Strawbridge
Senior Vice President,
Chief Financial Officer,
Chief Administrative Officer and Treasurer
John M.A. Donelson
Senior Vice President,
Sales & Chief Marketing
Officer
02/16/22 N/A N/A N/A N/A $ 118,624 3,520 $ 118,624
03/31/23 $ 118,606 2,777 $ 118,606
Dennis J. Scott
Senior Vice President,
Chief Compliance Officer
and Corporate Secretary
02/16/22 N/A N/A N/A N/A $ 96,652 2,868 $ 96,652
03/31/23 $ 96,653 2,263 $ 96,653
Larry B. Cutlip
Senior Vice President, Field Operations
02/16/22 N/A N/A N/A N/A $ 106,661 3,165 $ 106,661
03/31/23 $ 106,647 2,497 $ 106,647
(1)
Based on fair value price per share of $33.70 in 2022 and $42.71 in 2023 for Messrs. Poneman, Donelson, Scott and Cutlip.
(2)
These are not applicable as the equity incentive plan awards do not have a minimum or maximum payout.
CEO Employment Agreement
The Company entered into an employment agreement, effective as of March 6, 2015, as amended, (the “Employment Agreement”) with Mr. Poneman. The Employment Agreement’s initial term ended on March 31, 2017, and has automatically renewed, each year thereafter for successive one-year terms and will continue to renew annually, unless terminated by either party in accordance with the terms of the Employment Agreement. The Employment Agreement provides Mr. Poneman with an initial base salary of $750,000 per year which will be reviewed annually by the Company’s CN&G Committee for possible increase.
Bonus.   Mr. Poneman is eligible for an annual bonus under the Company’s 2019 EIP (or its successor) with a target amount at least equal to 100% of base salary and a maximum amount of 150% of base salary
 
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(or such higher amount as the CN&G Committee may determine in the future). The actual amount of the annual bonus will be determined by the CN&G Committee in its sole discretion and based upon its assessment of whether the applicable Corporate Goals have been achieved during the fiscal year. On November 28, 2018, the Employment Agreement was amended (the “Amendment”) to provide that for the 2018 performance year, Mr. Poneman may be paid up to 10 percent of his annual bonus under the Employment Agreement in fully vested shares of the Company’s Class A common stock in lieu of cash, with the remainder of the annual bonus to be paid in cash. The actual percentage of the annual bonus to be paid in Class A common stock is determined by the CN&G Committee in its sole discretion and is subject to the terms and conditions of the Company’s 2014 Plan. Per the terms of the Amendment, the number of shares awarded to Mr. Poneman for any one performance period cannot exceed 20,000 shares of the Company’s Class A common stock.
Equity Compensation.   In connection with the commencement of Mr. Poneman’s employment, Mr. Poneman was granted a stock option to purchase 300,000 shares of our Class A common stock. The option has a ten-year term with a per share exercise price equal to the fair market value of our Class A common stock on the grant date, and vests and becomes exercisable in equal annual installments on each of the first four anniversaries of the date of grant, subject to Mr. Poneman’s continued employment on the applicable vesting dates. As of March 2019, the options were fully vested. As of December 31, 2022, Mr. Poneman had exercised 204,000 of such options in the aggregate and had 96,000 unexercised options remaining at such date.
Long-Term Incentive.   Mr. Poneman is a participant in the long-term executive incentive plans of the Company described earlier in this Proxy Statement.
Outstanding Equity Awards at Fiscal Year End December 31, 2022
The following table shows the number of shares of our Class A common stock covered by stock options or stock awards held by our named executive officers as of December 31, 2022. The awards shown in the table below was granted under the 2014 Plan (or a sub-plan thereof).
Options
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Exercise
Price ($)
Options
Expiration
Date
Number
of Shares,
Units of
Other
Rights
That Have
Not Vested
(#)
Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
of Other
Rights That
Have Not
Vested
Equity
Incentive
Plan
Market
Value of
Unearned
Shares,
Units
of Other
Rights That
Have Not
Vested
($)
(1)
Daniel B. Poneman
96,000 $ 4.37 03/26/26 73,519 $ 2,140,413
Philip O. Strawbridge
John M.A. Donelson
34,884 $ 1,015,605
Dennis J. Scott
28,426 $ 827,589
Larry B. Cutlip
29,107 $ 844,740
(1)
The market value of the unvested notional units is computed based on the $32.48 closing price per share of our Class A common stock on the NYSE American on December 30, 2022. The market value of the unvested stock appreciation (SAR) is computed using the Black-Scholes option-pricing model based upon inputs as of December 30, 2022.
 
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Option Exercises and Stock Vested for Fiscal Year 2022
Option Awards
Stock Awards
Name and Principle Position
Number of
shares acquired
on exercise (#)
Value
realized on
exercise ($)
Number of
shares
acquired on
vesting (#)
Value
realized on
vesting ($)
Daniel B. Poneman
President and CEO
48,000 $ 1,523,515 39,557 $ 1,333,071
Philip O. Strawbridge
Senior Vice President, Chief Financial Officer, Chief
Administrative Officer and Treasurer
John M.A. Donelson
Senior Vice President, Sales & Chief Marketing Officer
18,769 $ 632,515
Dennis J. Scott
Senior Vice President, Chief Compliance Officer and Corporate Secretary
15,295 $ 515,442
Larry B. Cutlip
Senior Vice President, Field Operations
15,295 $ 515,442
The following table sets forth information regarding the value realized by each of the Company’s named executive officers upon the exercise of options and vesting of restricted stock units for fiscal year 2022.
Pension Benefits for Fiscal Year 2022
The following table sets forth information regarding the actuarial present value of the Company’s named executive officers’ accumulated benefits under each of the Company’s pension plans, calculated as of December 31, 2022.(1)
Name and Principle Position
Plan name
Number of
years credited
service (#)
Present value
of accumulated
benefit ($)
Payments
during last
fiscal year ($)
Daniel B. Poneman
President and CEO
N/A
N/A N/A N/A
Philip O. Strawbridge
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
N/A
N/A N/A N/A
John M.A. Donelson
Senior Vice President, Sales & Chief Marketing Officer
Centrus Pension Plan
27.3 $ 652,788
Pension Restoration Plan
27.3 $ 1,096,304
Dennis J. Scott
Senior Vice President, Chief Compliance Officer and Corporate Secretary
Centrus Pension Plan 28.9 $ 847,343
Larry B. Cutlip
Senior Vice President, Field Operations
Centrus Pension Plan
41.6 $ 586,456
Enrichment Plan 41.6 $ 792,518
(1)
Centrus has two Qualified Defined Benefit Pension Plans: (i) The “Retirement Program Plan for Employees of United States Enrichment Corporation” ​(GDP Pension Plan), and (ii) the “Employees’ Retirement Plan of Centrus Energy Corp.” ​(Centrus Pension Plan). Centrus also maintains a non-qualified Pension Restoration Plan (PRP Plan). All of the aforementioned Plans were closed to new entrants by 2007, and accruals frozen as of 2013. Messrs. Scott, Cutlip, and Donelson are in the Centrus Pension Plan, and Mr. Donelson is in the PRP Plan. Mr. Cutlip is also in the GDP Pension Plan. Messrs. Scott, Cutlip and Donelson all currently meet the requirements for an early retirement. All the Plans have a normal retirement age of 65.
 
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Nonqualified Deferred Compensation
The following table sets forth information regarding the nonqualified deferred compensation for fiscal year 2022, for the Company’s named executive officers.
Name and Principle Position
Executive
contributions in
last fiscal
year ($)
Registrant
contributions in
last fiscal
year ($)
Aggregate
earnings in
last fiscal
year ($)
Aggregate
withdrawals/
distributions ($)
Aggregate
balance at last
fiscal year
end ($)
Daniel B. Poneman
President and CEO
$ 37,500.06 $ 31,150.00 $ (771,642) $ $ 2,699,179
Philip O. Strawbridge
Senior Vice President, Chief Financial
Officer, Chief Administrative Officer and
Treasurer
N/A N/A N/A N/A N/A
John M.A. Donelson
Senior Vice President, Sales & Chief Marketing Officer
N/A N/A N/A N/A N/A
Dennis J. Scott
Senior Vice President, Chief Compliance
Officer and Corporate Secretary
N/A N/A N/A N/A N/A
Larry B. Cutlip
Senior Vice President, Field Operations
N/A N/A N/A N/A N/A
Potential Payments Upon Termination or Change in Control
Payments Made Upon Termination
Under the Centrus Energy Corp. Executive Severance Plan, if a covered executive is terminated by the Company without cause, he or she is eligible to receive the following: (a) a prorated share of his or her annual incentive bonus for the year in which the executive’s termination occurs (payable at the end of the performance period based on actual performance) up to the date of termination; (b) a lump sum cash severance amount (described in detail below); and (c) continuation of medical and dental coverage as well as life insurance paid for by the Company for a period of time after termination (the “Severance Period”) (or until he or she receives similar coverage from a subsequent employer, whichever occurs first) and outplacement assistance services.
With respect to the named executive officers, cash severance payments under the Executive Severance Plan upon an involuntary termination outside of a change in control are as follows:

For our CEO Mr. Poneman, as such severance plan is amended by Mr. Poneman’s employment agreement, cash payments are limited to (a) two times Mr. Poneman’s base salary and annual bonus and (b) Mr. Poneman’s pro-rated performance bonus based on actual performance for the year in which the termination of employment occurs; and the Severance Period is two years;

For all other executives, cash payments are limited to (a) one times the executive’s base salary and annual bonus and (b) the executive’s pro-rated performance bonus based on actual performance for the year in which the termination of employment occurs, and the Severance Period is one year.
Potential Payments Made Upon a Change in Control
The Company has entered into change in control agreements with each of its named executive officers. The change in control agreements provide each executive with the following benefits (in lieu of any severance benefits under the Executive Severance Plan previously described ) if there is a change in control of the Company and within a protected period beginning three months before and ending three years after that change in control (the “protected period”), the Company terminates the executive’s employment without cause or the executive terminates his or her employment for “good reason” ​(as defined in the agreement):
 
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a cash lump sum payment equal to two times the sum of his or her annual base salary and bonus (with the executive’s “bonus” for these purposes generally being the greater of the executive’s target bonus and the average of the three most recent annual incentive bonuses paid to the executive prior to the date of termination); and

continuation of life and health insurance benefits for him or her and his or her eligible dependents for two years following such termination of employment (the “Covered Period”) or, if sooner, until he or she is covered by comparable programs of a subsequent employer.
In order to receive these benefits, the executive must comply with the non-competition, non-solicitation, and confidentiality provisions of the change in control agreement during the term of the agreement and during the Covered Period.
Payments upon Termination
The table below provides the payments that would have become payable if the NEO had terminated employment as of December 31, 2022, including present value of benefits under the Centrus Energy Corp. Executive Severance Plan, the 2014 Plan, the 2019 EIP, the EIP, change in control agreements with each of its named executive officers and our CEO’s Employment Agreement. Any actual payments that may be made pursuant to the arrangements described above are dependent on various factors, which may or may not exist at the time a termination of employment or change in control actually occurs.
 
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Potential Payments Upon Termination or Change in Control at Fiscal Year-End December 31, 2022
Name and Principle Position
Voluntary
Termination
Retirement(1)
Involuntary
Not for Cause
Termination
Involuntary
For Cause
Termination
Involuntary
or Good
Reason
Termination
(Change
in Control)
Death or
Disability
Daniel B. Poneman
Severance Payments(2)
$ 1,735,954 $ 1,735,954 $ 4,735,954 $ 4,735,954 $ 1,735,954
Equity Awards
Retirement Plans
280G Gross-up
Continuing Benefits(3)
$ 69,032 $ 69,032
Philip O. Strawbridge
Severance Payments(2)
$ 589,000 $ 589,000 $ 1,808,960 $ 3,617,920 $ 589,000
Equity Awards
Retirement Plans
280G Gross-up
Continuing Benefits(3)
$ 39,227 $ 78,454
John M.A. Donelson
Severance Payments(2)
$ 560,396 $ 560,396 $ 1,129,780 $ 1,699,164 $ 560,396
Equity Awards
Retirement Plans
$ 1,901,842 $ 1,901,842 $ 1,901,842 $ 1,901,842 $ 1,901,842 $ 1,048,504
280G Gross-up