DEF 14A 1 tm212672d2_def14a.htm DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

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Centrus Energy Corp.

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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 16, 2021

The Annual Meeting of Stockholders of Centrus Energy Corp. will be held on Wednesday, June 16, 2021, at 10:00 a.m., Eastern Daylight Time, online via live webcast www.virtualshareholdermeeting.com/LEU2021, for the following purpose:

To elect eight director nominees for a term of one year;

To approve the Section 382 Rights Agreement, as amended;

To approve the 2014 Equity Incentive Plan, as amended and restated;

To hold an advisory vote to approve the Company’s executive compensation;

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2021; and

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, 2020 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 19, 2021. 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 or Notice Regarding the Internet Availability of Proxy Materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON JUNE 16, 2021: This proxy statement and our Annual Report for the year ended December 31, 2020 are available free of charge at www.proxyvote.com.

	By Order of the Board of Directors,


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

Bethesda, Maryland

April 28, 2021

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. 2021 ANNUAL MEETING OF STOCKHOLDERS

Time and Date:	10:00 a.m., Eastern Daylight Time, Wednesday, June 16, 2021
Place:	Online via live webcast. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/LEU2021
Record Date:	April 19, 2021
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 eight directors		For all the director nominees
Management proposals
Approval of the Section 382 Rights Agreement, as amended		For
Approval of the 2014 Equity Incentive Plan, as amended and restated		For
Advisory vote to approve the Company’s executive compensation		For
Ratification of PricewaterhouseCoopers LLP as auditor for 2021		For
Transact other business that properly comes before the meeting

BOARD NOMINEES

Name

Age

Director
Since

Principal Occupation

Independent

AFC

CNGC

TCRC

Mikel H. Williams

2013

Chief Executive Officer, Targus International LLC

W. Thomas Jagodinski

2014

Private Investor

Tina W. Jonas

2020

Private Investor

William J. Madia

2008

Vice President emeritus, Stanford University

Daniel B. Poneman

2015

President and Chief Executive Officer

Neil S. Subin

2017

Managing Member and Chairman of the Board of Broadbill Investment Partners, LLC

Kirkland H. Donald

Nominee

Chairman, Huntington Ingalls-

Bradley J. Sawatzke

Nominee

Chief Executive Officer, Energy Northwest

EC:	Executive Committee
AFC:	Audit and Finance Committee
CNGC:	Compensation, Nominating and Governance Committee
TCRC:	Technology, Competition and Regulatory Committee

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING	1
PROPOSAL 1. ELECTION OF DIRECTORS	5
NOMINEES FOR DIRECTOR	5
OTHER DIRECTORS	9
GOVERNANCE OF THE COMPANY	10
Governance Information	10
Our Governance Guidelines	10
Executive Sessions of Non-Management Directors	10
Communications with the Board of Directors	10
Director Independence	10
Criteria for Board Membership	11
Voting Agreement	11
Director Nominations by Stockholders	11
Board Leadership Structure and Role in Risk Oversight	12
Code of Business Conduct	12
Transactions with Related Persons	13
Corporate Governance Information	13
Board and Committee Membership	14
Audit and Finance Committee	14
Compensation, Nominating & Governance Committee	15
Technology, Competition and Regulatory Committee	15
Executive Committee	15
Compensation of Directors	16
Non-Employee Director Compensation Arrangement	16
Non-Employee Director Compensation for Fiscal Year 2020	17
Our Executive Officers	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	19
Security Ownership of Directors, Director Nominees and Executive Officers	19
Security Ownership of Certain Beneficial Owners	20
EXECUTIVE COMPENSATION	21
2020 Summary	22
Highlights of Our Executive Compensation Program	24
Executive Incentive Plan	25
Centrus Energy 2020 Goals for Annual Award	26
Long Term Incentive Plan for Performance Period 2019-2021	26
2020-2022 Long Term Incentive Program	28
401(k) Retirement Plan and Executive Deferred Compensation Program	28
Summary Compensation Table - Fiscal Years 2019-2020	29
CEO Employment Agreement	30
Outstanding Equity Awards at Fiscal Year-End December 31, 2020	30
Potential Payments Upon Termination or Change in Control	31
Payments Made Upon Termination	31
Payments Made Upon a Change in Control	31
Awards under the 2014 EIP	31
Equity Compensation Plan Information	32
PROPOSAL 2. APPROVAL OF THE SECTION 382 RIGHTS AGREEMENT, AS AMENDED	33
Reasons for the Rights Agreement	33
Summary of the Rights Agreement	33
The Rights	34
Initial Exercisability	34
Expiration	34
The “Flip-in” Provisions	35
The “Flip-over” Provisions	35
The Exchange Provisions	35
Exempted Persons and Exempted Transaction	36
Redemption	36
Amendment	36
Voting Rights, Other-Stockholder-Rights	36
Fraction Shares	36
Anti-Dilution Agreement	36
Anti-takeover Effects	36
PROPOSAL 3. APPROVAL OF THE CENTRUS ENERGY CORP 2014 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED 2021	37
PROPOSAL 4. ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION	43

PROPOSAL 5. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS	43
Audit and Non-Audit Fees	43
AUDIT AND FINANCE COMMITTEE REPORT	44
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER INFORMATION	45
Date for Submission of Stockholder Proposals	45
Other Matters	45
APPENDIX A – INITIAL RIGHTS PLAN, FIRST AMENDMENT, SECOND AMENDMENT AND THIRD AMENDMENT	A-1
APPENDIX B – FOURTH AMENDMENT TO RIGHTS PLAN	B-1
APPENDIX C – 2014 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATED IN 2021	C-1

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 2021 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will be held online via live webcast at www.virtualshareholdermeeting.com/LEU2021, on Wednesday, June 16, 2021, 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.

A Notice Regarding the Internet Availability of Proxy Materials is expected to be mailed to certain of our stockholders starting on or about April 28, 2021. Stockholders may access these materials and vote over the Internet or request delivery of a full set of materials by mail or e-mail by following the instructions on the Notice. If you receive the separate Notice Regarding the Internet Availability of Proxy Materials, you will not receive a paper or e-mail copy of the proxy materials unless you request one in the manner set forth in the Notice. If you did not receive a Notice Regarding the Internet Availability of Proxy Materials or a copy of the proxy materials by e-mail, you will receive a paper copy of this Proxy Statement, proxy card and our Annual Report for the year ended December 31, 2020, which we expect to mail to our stockholders starting on or about April 28, 2021.

Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 16, 2021. This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020 are available free of charge at www.proxyvote.com.

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 eight director nominees for a term of one year;

•	Proposal 2: Approval of the Section 382 Rights Agreement, as amended;

•	Proposal 3: Approval of the 2014 Equity Incentive Plan, as amended and restated;

•	Proposal 4: Approval, on an advisory basis, of the Company’s executive compensation;

•	Proposal 5: Ratification of the appointment of PricewaterhouseCoopers LLP as Centrus’ independent auditors for 2021; 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 eight director nominees for a term of one year;

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

•	FOR the approval of the 2014 Equity Incentive Plan, as amended and restated;

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

•	FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2021.

Who may vote at the meeting?

Holders of our Class A common stock at the close of business on the record date of April 19, 2021 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?

This year, like last year, 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. The virtual nature of our meeting has the additional benefit of minimizing health risks associated with public gatherings in the light of the ongoing dangers from COVID-19.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/LEU2021 and enter the 16-digit control number included on your proxy card or Notice Regarding the Internet Availability of Proxy Materials. 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 16, 2021. An audio broadcast of the Annual Meeting will be available by telephone. To participate by telephone, provide the 16-digit control number included on your proxy card or Notice Regarding the Internet Availability of Proxy Materials to the operator.

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/LEU2021, type your question into the “Ask a Question” field, and click “Submit.” If you are listening to the audio broadcast of the Annual Meeting via the toll-free number, you will not be able to submit questions by telephone; you will need to log into the virtual meeting platform to submit your question.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to meeting matters and therefore will not be answered.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual stockholder Meeting log in page. Technical support will be available starting at 9:00 a.m. Eastern Daylight Time on June 16, 2021 and will remain available until thirty minutes after the meeting has finished.

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 19, 2021, 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 19, 2021, there were 12,918,602 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 – 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 3 – Approval of the 2014 Equity Incentive Plan, as amended and restated. The approval of the 2014 Equity Incentive Plan, as amended and restated, 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 – 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 5 – Ratification of Appointment of Independent Auditors. The ratification of the appointment of the independent auditors 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. 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 are a stockholder of record and 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 or Notice Regarding the Internet Availability of Proxy Materials 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 or Notice Regarding the Internet Availability of Proxy Materials. As with telephone voting, you can confirm that your instructions have been properly recorded. A control number, located on the proxy card or Notice Regarding the Internet Availability of Proxy Materials, 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 15, 2021. 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/LEU2021. You can confirm that your instructions have been properly recorded. The control number, located on the proxy card or Notice Regarding the Internet Availability of Proxy Materials, 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/LEU2021. 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. To vote virtually during the live webcast of the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other nominee. Follow the instructions from your broker, bank, or other nominee.

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 eight director nominees for a term of one year;

•

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

•

FOR the approval of the 2014 Equity Incentive Plan, as amended and restated;

•

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

•

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as Centrus’ independent auditors for 2021.

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 or Notice Regarding the Internet Availability of Proxy Materials by 11:59 p.m. Eastern Daylight Time on June 15, 2021.

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, LLC (“HK”), an independent proxy solicitation firm, to assist in soliciting proxies on our behalf. The Company has agreed to pay HK a fee of $25,000, plus costs and expenses, for these services. In addition, we have agreed to indemnify HK and certain related persons against certain liabilities relating to or arising out of HK’s engagement. Other costs of soliciting votes in connection with the 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, 2020, as filed with the SEC, excluding exhibits, is provided with this proxy statement and both documents are available under the “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:

Harkins Kovler, LLC

3 Columbus Circle, 15th Floor

New York, New York 10019

(212) 468-5380

Call Toll-Free (844) 218-8384

Email: Centrus@harkinskovler.com

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 Directors - Investor-Designated Director.” The Board’s Compensation, Nominating and Governance Committee (“CN&G Committee”) selected Adm. Kirkland H. Donald and Mr. Bradley J. Sawatzke as nominees because of their experience in the nuclear industry, electric utilities, and national security matters. Mr. Diament and Ms. Jamieson who have decided to step down from the Board effective at the 2021 Annual Meeting. Other than Adm. Donald and Mr. Sawatzke, all other Director nominees are currently serving as Directors of the Company. For further information, please see the section of this proxy statement titled “Criteria for Board Membership.”

At the Annual Meeting eight directors are to be elected to hold office until the 2022 annual meeting and until their successors have been duly elected and qualified. The eight nominees for election at the Annual Meeting are listed below, with brief biographies. The Board has determined that each nominee except Daniel B. Poneman, our President and CEO, 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 eight nominees as directors.

NOMINEES FOR DIRECTOR

Incumbent Director Nominees

Mikel H. Williams

Director since 2013
Age 64

Mr. Williams has served since 2016 as the Chief Executive Officer and a director of Targus International LLC, since 2016, a leading global supplier of tech accessories and carrying cases for the mobile working lifestyle. Mr. Williams formerly served as the Chief Executive Officer and a director of JPS Industries, Inc., a special composite materials manufacturer, from 2013 until its sales in to 2015. Prior to that, Mr. Williams was the President and a director of DDi Corporation, a leading provider of time-critical, technologically advanced electronics manufacturing services, from November 2005 to May 2012. 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 serves on the board of directors of B. Riley Financial, Inc. and IPC-Association Connecting Electronics Industries. 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.

W. Thomas Jagodinski

Director since 2014
Age 64

Mr. Jagodinski served on the board of directors of Lindsay Corporation, a global company focused on providing irrigation and infrastructure solutions, from 2008 until March 2019. From October 2014 until July 2017, Mr. Jagodinski served on the board of directors of QPAC2 where he served as the audit committee chair. QPAC 2 was a special purpose acquisition corporation until it completed a merger in 2017. Mr. Jagodinski was a member of the board of directors of Phosphate Holdings, Inc., a U.S. producer and marketer of DAP, the most common form of phosphate fertilizer, from May 2009 until June 2014, where he served as chairman of the board. From August 2013 through June 2014, he served as a member of the board of directors of Quinpario 1. Mr. Jagodinski served as a member of the board of directors of Solutia Inc. from March 2008 until July 2012. Prior to that, Mr. Jagodinski was President, Chief Executive Officer and Director of Delta and Pine Land Company (“D&PL”), a leader in the cotton seed industry, from September 2002 until the company was acquired in June 2007. From June 2002 until August 2002, he served as D&PL’s Executive Vice President and from September 2000 until June 2002, he served as Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary. Mr. Jagodinski was also D&PL’s Vice President-Finance, Treasurer and Assistant Secretary from February 1993 until September 2000 and held various other financial positions at D&PL, from October 1991, when he joined the company, until February 1993. Prior to D&PL, Mr. Jagodinski held various positions in the audit division at Arthur Andersen from 1983 to 1991 and Senior Accountant at Price Waterhouse from 1978 to 1983. Mr. Jagodinski is a licensed Certified Public Accountant and a member of the AICPA, TSCPA and was MSCPA. Mr. Jagodinski received a Bachelor of Business Administration degree (Accounting) from the University of Mississippi.

In recommending the election of Mr. Jagodinski, the Board considered the following key competencies: public accounting experience; CEO and CFO experience; audit committee financial expert; public company experience; and risk management and compliance oversight experience.

William J. Madia

Director since 2008
Age 73

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, LLC, 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. 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. Dr. Madia also serves on the board of directors of Atkins Nuclear Holding.

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.

Daniel B. Poneman

Director since 2015
Age 65

Mr. Poneman has been our President and Chief Executive Officer 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 for 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). Mr. Poneman has served on the board of Venture Global LNG since November 2014.

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.

Neil S. Subin

Director since 2017
Age 57

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, 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.

Tina W. Jonas

Director since 2020
Age 61

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.

Non-Incumbent Director Nominees

Kirkland H. Donald

Age: 67

Kirkland H. Donald served as a nuclear trained submarine officer for 37 years, 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. The program is recognized worldwide for excellence in reactor safety and reliability. Following retirement in 2013, he was the President and Chief Executive Officer of Systems Planning and Analysis, Inc., until 2015. His public board service includes Entergy Corporation (NYSE, ETR), where he serves on the Finance Committee and is Chairman of the Nuclear Committee. He supports the Audit Committee on matters pertaining to cybersecurity. He also serves as Chairman of the Board for Huntington Ingalls Industries, Inc. (NYSE, HII) and is a member of the Finance and Cybersecurity Committees. Additionally, Admiral Donald serves on the board of the non-profit, Battelle and the privately held CyberCore Technologies. Admiral Donald advises the Australian government on matters pertaining to submarine programs. Admiral Donald graduated from the United States Naval Academy with a Bachelor of Science in Ocean Engineering.

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.

Bradley J. Sawatzke

Age: 62

Bradley J. Sawatzke was appointed Chief Executive Officer of Energy Northwest in April 2018. He previously served as Chief Operating Officer/Chief Nuclear Officer, beginning in December 2014, with responsibility for all EN 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 board of directors and accrediting board, Association of Washington Business executive committee, Nuclear Energy Institute board of directors, and the Tri-City Development Council (serving the Pacific Northwest) executive committee. Mr. Sawatzke holds a Bachelor of Science and Applied Physics from Winona State University and is a graduate of the Harvard Advanced Management 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.

OTHER DIRECTORS

Investor-Designated Directors

Toshiba America Nuclear Energy Corporation (“Toshiba”) holds 718,200 shares of the 719,200 outstanding shares of the Company’s Class B common stock as of March 22, 2021. 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 shareholders 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 Investor-Designated Director. Holders of Class B common stock are generally not entitled to vote on 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 Directors and certain other matters pertaining to the rights and obligations of the holders of Class B common stock only.

Mr. 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:

Tetsuo Iguchi

Director since 2017
Age 54

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 Nuclear Division and also 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 DC office in January 2013 and was Visiting Fellow for the Center for Strategic and International Studies (CSIS).

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 chief executive officer, 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 2020, 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 April 2, 2021 meeting, after reviewing the NYSE American standards of independence, the Board affirmatively determined that the following director nominees were independent: Mr. Williams, Mr. Jagodinski, Dr. Madia, Mr. Subin, Ms. Jonas, Adm. Donald, and Mr. Sawatzke. The basis for these determinations was that each of Messrs. Williams, Jagodinski 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 also considered Broadbill Investment Partners, LLC’s, and MilFam LLC’s position as noteholders of the Company. Mr. Subin co-founded and currently serves 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 Dr. Madia, the Board also considered Dr. Madia’s position on the advisory board of X-energy, LLC (“X-energy”), an entity with which the Company has a commercial relationship. The Board determined that this position did not compromise Dr. Madia’s independence. For a description of our commercial relationship with X-energy, please see the section of this proxy statement titled “Code of Business Conduct.” Mr. Poneman, 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.

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. The CN&G Committee also, 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 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 Agreements

On April 6, 2021, the Company entered into a Voting and Nomination Agreement (the “Old West Voting Agreement”) with Old West Investment Partners, LP, Old West Income Fund, LP, Old West Opportunity Fund, LP and Old West Investment Management, LLC (collectively, “Old West”), who collectively are beneficial owners of 854,279 shares of our Class A common stock, representing approximately 6.8% of the outstanding shares of Class A common stock as of March 22, 2021. Pursuant to the terms of the Old West Voting Agreement, Old West agreed to (i) vote all shares of Centrus Class A common stock for which Old West is the beneficial owner in accordance with management’s recommendations at the Annual Meeting and (ii) vote for the slate of directors nominated by the Company at the Company’s 2022 annual meeting of stockholders.

On April 13, 2020, the Company entered into a Voting and Nomination Agreement (the “MB Voting Agreement”) with Mr. Morris Bawabeh, Kulayba LLC and M&D Bawabeh Foundation, Inc. (collectively, the “MB Group”), who collectively are beneficial owners of 1,774,776 shares of Centrus Class A common stock, representing approximately 14% of the outstanding shares of Class A common stock as of March 22, 2021. On February 2, 2021, the Company entered into an amendment to its existing Voting and Nomination Agreement. Pursuant to the terms of the MB Voting Agreement as amended, the MB Group agreed, among other things, to vote for (i) the slate of directors nominated by the Company at the Annual Meeting, (ii) an amendment to extend the length of the term of the Company’s Section 382 Rights Agreement, for two years from June 30, 2021 to June 30, 2023, and (iii) an increase of shares of Common Stock reserved for delivery under the Company’s Centrus Energy Corp. 2014 Equity Incentive Plan, as amended to date, of an additional 700,000 shares of Common Stock.

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 notification requirements in Centrus’ bylaws. The bylaws require, among other things, that a stockholder must submit the nomination in writing and must 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 2022 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 Chief Executive Officer 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 including the risks posed to the Company by the COVID-19 pandemic and exercises this oversight function both through the entire Board and through the individual committees of the Board. 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.

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 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.

On March 13, 2019, the Board granted a waiver under the code of business conduct for Dr. Madia to permit his service on the advisory board of X-energy, LLC (“X-energy”). On each of March 18, 2020 and March 17, 2021, the Board granted a waiver under the code of business conduct to Dr. Madia to permit his continued service on its advisory board. The Company is a party to several service agreements with X-energy, which each require the Company to provide certain non-cash in-kind contributions to X-energy.

Pursuant to the terms of the services agreement with X-energy between the parties on March 26, 2018, the Company provided technical and resource support for criticality safety evaluation of processing equipment, design of fresh fuel storage and transport, and conceptual mock-up of a nuclear fuel production facility. The services were performed pursuant to separate task orders issued under the agreement. The initial task orders ran through December 31, 2018 and provided for time-and-materials based pricing with payments to be made to us totaling approximately $4.4 million. The Company’s non-cash in-kind contributions were valued at approximately $2.5 million.

Pursuant to the terms of a second services agreement with X-energy between the parties on November 29, 2018, the Company provided technical and resource support to the design and license application development of X-energy’s nuclear fuel production facility. The initial task orders ran through September 30, 2019, with deliverables to be completed through November 30, 2019, and provided for time-and-materials based pricing with payments to be made to us totaling approximately $4.2 million. The Company’s non-cash in-kind contributions were valued at approximately $2.4 million. Under the same agreement, additional task orders were issued on November 4, 2019, to continue design and licensing support. These task orders ran through June 30, 2020 and provided for time-and-materials based pricing with payments to be made to us totaling approximately $2.8 million. The Company’s non-cash in-kind contributions were valued at approximately $1.4 million. In June 2020, the parties extended the period of performance through October 31, 2020. This extension provided for time-and-materials based pricing with payments to be made to us totaling approximately $1.8 million. The Company’s non-cash in-kind contributions were valued at approximately $700,000. An additional extension, effective November 2020, further extended the period of performance through August 2021. Under this extension, the cumulative value of the additional task orders provides for payments to us of $6.5 million and in-kind contributions to be provided by us of $2.8 million.

Additionally, on June 11, 2020, the Company and X-energy entered into a Teaming Agreement for the preparation and submittal of a proposal for DOE’s advanced reactor demonstration program (ARDP) funding announcement. The agreement provided that the parties would engage in good faith negotiations to enter into a subcontract for the Company to provide certain services if X-energy received an award. X-energy received an award under the ARDP. X-energy and the Company are negotiating the subcontract under the award. In addition, on March 2, 2021, X-energy and the Company entered into a non-binding term sheet for the provision of services and participation in certain activities related to X-energy’s award under the ARDP.

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 involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest. 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 matter 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.

Dr. Madia has joined the advisory board for X-energy. The Company is a party to several service agreements with X-energy, which each require the Company to provide certain non-cash in-kind contributions to X-energy. For a description of our commercial relationship with X-energy, please see the section of this proxy statement titled “Code of Business Conduct.” Dr. Madia has recused himself from matters involving X-energy.

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’s are noteholders 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 $14,575,290 principal amount of the 8.25% Notes. MilFam LLC receive interest on the 8.25% Notes, which is payable by the Company semi-annually. Additionally, MilFam LLC holds 8,669 shares of the Company’s Series B Preferred stock. Mr. Subin has recused himself from matters in which the interests of MilFam LLC potentially may differ from other Class A common shareholders.

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 Chief Executive Officer 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.

It is the Board’s policy that all directors attend its annual meeting. In 2020, all of the incumbent directors attended our virtual annual meeting.

During 2020, the Board held 22 meetings. All incumbent directors attended 75% or more of the Board’s meetings and meetings of the committees on which they served except for those meetings in which a director was recused from attending due to the nature of the topics to be discussed. Ms. Jonas joined the Board in June 2020 and attended all of the meetings held after she joined the Board.

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, 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 19, 2021 and the number of meetings held in 2020:

Compensation,

Technology,

Audit and

Nominating and

Competition and

Executive

Finance

Governance

Regulatory

Director

Committee

Michael Diament

Chair

W. Thomas Jagodinski

Chair

Patricia J. Jamieson

Tina W. Jonas

William J. Madia

Chair

Daniel B. Poneman

Neil S. Subin

Mikel H. Williams

Chair

Number of Meetings in 2020

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 2020.

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 all members of the Audit and Finance Committee are “financially literate” and qualify as “audit committee financial experts.”

Compensation, Nominating & Governance Committee

The CN&G Committee’s responsibilities include annually reviewing the performance of the Chief Executive Officer 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 Chief Executive Officer, 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 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 on an as-needed-basis an independent consultant, Pay Governance, to provide the Committee with independent compensation data, analysis, and advice. Pay Governance 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 its compensation consultant and to approve the consultant’s fees and other retention terms. The CN&G Committee has assessed the independence of Pay Governance and concluded that its engagement of Pay Governance does not raise any conflict of interest.

The CN&G Committee, in consultation with management, has reviewed the design and operation of the Company’s compensation arrangements and evaluated the relationship between the Company’s risk management policies and practices and these arrangements. As a result of this review, the CN&G Committee has determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Additionally, in May 2020, in consultation with management, the CN&G Committee conducted a review of “walk-away” values as of year-end (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.

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.

For the 2020-2021 term, the Board approved the following compensation structure for non-employee directors:

•

Annual retainer of $90,000 of which $72,000 is paid in cash and the remaining $18,000, is paid as restricted stock units (“RSUs”). The cash portion of the annual retainer is paid in four quarterly installments on June 30, September 30, December 31, and March 31. The RSU portion of the annual retainer is to be granted on the date the Board established the compensation for non-employee directors by resolution or unanimous written consent which in 2020 was June 17, 2020. For 2020, the number of RSUs granted to each director in respect of the annual retainer was 1,734 units based on a closing price of $10.38 on the grant date (rounded to a whole unit). The RSUs vest on the first anniversary of the grant date, but vesting is accelerated promptly following (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 of the Company. Settlement of RSUs will be made in shares of Centrus Class A common stock on a one-to-one basis promptly upon the director’s retirement or other termination of service as a Board member. For purposes of the RSUs granted to our non-employee directors, retirement means a termination of service on or after the director’s 75^th birthday.

•

Annual grant of 5,000 RSUs that vest on the earlier of the first anniversary of the grant date or the next 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 of the Company. Settlement of RSUs will be made in shares of the Company’s Class A common stock on a one-to-one basis promptly following the director’s retirement or other termination of service as a Board member.

•

An additional $100,000 annual fee for the Chairman of the Board; an additional annual fee of $15,000 for the chairs of each of the Audit and Finance Committee and the CN&G Committee; and an additional annual fee of $50,000 for the chair of the Technology, Competition and Regulatory Committee. The additional fees are paid in cash in four quarterly installments at the time the annual cash retainer payments are made (i.e. June 30, September 30, December 31, and March 31).

•

Each director who serves as a duly elected member of a committee receives an additional annual cash retainer of $10,000 for each such committee, paid in four quarterly installments on June 30, September 30, December 31, and March 31. No retainer is paid for service on the Executive Committee.

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 Chief Executive Officer, does not receive any additional compensation for his service on the Board. Mr. Iguchi, currently 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 2020

Name ⁽¹⁾	Fees Earned or Paid in Cash ($)		Stock Awards ⁽²⁾ ($)		Total ($)
Michael Diament	$	107,000	$	69,899	$	176,899
W. Thomas Jagodinski	$	97,000	$	69,899	$	166,899
Patricia J. Jamieson	$	92,000	$	69,899	$	161,899
Tina W. Jonas	$	82,000	$	69,899	$	151,899
William J. Madia	$	132,000	$	69,899	$	201,899
Neil Subin	$	82,000	$	69,899	$	151,899
Mikel H. Williams	$	192,000	$	69,899	$	261,899

(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 Chief Executive Officer is set forth in the Summary Compensation Table of this proxy statement.

(2)

The amounts shown in the Stock Awards column represent the aggregate grant date fair value of RSUs granted to each director in 2020, 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 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. 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 as of December 31, 2020 for each of the non-employee directors includes the following grants of RSUs, which have the following grant date fair value, calculated using the closing price of Centrus’ 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
Michael Diament	06/17/20		6,734		69,899
W. Thomas Jagodinski	06/17/20		6,734		69,899
Patricia J. Jamieson	06/17/20		6,734		69,899
Tina W. Jonas	06/17/20		6,734		69,899
William J. Madia	06/17/20		6,734		69,899
Neil Subin	06/17/20		6,734		69,899
Mikel H. Williams	06/17/20		6,734		69,899

The number of RSUs outstanding at December 31, 2020 for each of Messrs. Diament, Jagodinski, and Williams, and Ms. Jamieson and Dr. Madia was 44,659 (of which 6,734 RSUs were unvested on that date). The number of RSUs outstanding at December 31, 2020 for Mr. Subin was 31,742 (of which 6,734 RSUs were unvested on that date). The number of RSUs outstanding at December 31, 2020 for Ms. Jonas was 6,734 (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 at March 22, 2021 are as follows:

Name	Age	Position
Daniel B. Poneman	65	President and Chief Executive Officer
Larry B. Cutlip	61	Senior Vice President, Field Operations
John M.A. Donelson	56	Senior Vice President, Sales and Chief Marketing Officer
Dennis J. Scott	61	Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Philip O. Strawbridge	66	Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

Daniel B. Poneman has been President and Chief Executive Officer 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.

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, Chief Financial Officer, 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 Chief Financial Officer at EnergySolutions, Inc., a nuclear services and technology company, from 2006 to 2010 (formerly, NYSE: ES). He was Chief Executive Officer 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 Chief Financial Officer 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.

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 March 22, 2021 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		44,659		*
Michael Diament		44,659		*
Tetsuo Iguchi		-		-
W. Thomas Jagodinski		44,659		*
Patricia J. Jamieson		44,659		*
Tina W. Jonas		6,734		*
William J. Madia		44,659		*
Neil S. Subin ⁽³⁾		1,249,400		9.9
Daniel B. Poneman ⁽⁴⁾		284,000		2.2
Kirkland H. Donald		-		-
Bradley J. Sawatzke		-		-

Named Executive Officers
Philip O. Strawbridge		-		-
John M.A. Donelson ⁽⁵⁾		7,500		*
Elmer Dyke		-		-

Directors and all executive officers as a group (15 persons)		1,778,485		14.0

Represents less than 1% of our outstanding common stock.

(1)

As of March 22, 2021, the Company had issued 13,379,876 shares of common stock, consisting of 12,660,676 shares of Class A common stock and 719,200 shares of Class B common stock. The Class B common stock is held by Toshiba and BWXT. 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 12,648,676 shares of Class A common stock outstanding.

(2)

Includes 44,659 RSUs that vest on June 16, 2021 for each of the following directors: Messrs. Diament, Jagodinski, Williams, Dr. Madia and Ms. Jamieson. Includes 31,742 RSUs for Mr. Subin and 6,734 RSUs for Ms. Jonas. However, vesting is accelerated upon (i) the director attaining eligibility for retirement, (ii) termination of the director’s service by reason of death or disability, or (iii) a change in control. Settlement of RSUs will be made in shares of Centrus Class A common stock upon the director’s retirement or other end of service.

(3)

Includes (a) RSUs described in footnote 2 plus (b) 1,217,658 shares based solely on a Schedule 13D filed on August 25, 2020 which provides that (i) 95,858 shares of Class A common stock owned of record by Lloyd I. Miller, III Trust A-4; (ii) 95,858 shares of Class A common stock owned of record by Marli B. Miller Trust A-4; (iii) 36,776 shares of Class A common stock owned of record by Catherine Miller Trust C; (iv) 96,973 shares of Class A common stock owned of record by the Susan Miller Spousal IRA; (v) 348,422 shares of Class A common stock owned of record by Milfam II L.P.; (vi) 113,771 shares of Class A common stock owned of record by Lloyd I. Miller, III Revocable Trust; (vii) 5,000 shares of Class A common stock owned of record by Catherine Miller Irrevocable Trust; and (viii) 425,000 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 (viii) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

(4)	Includes 264,000 shares of Class A common stock that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days.

(5)	Includes 7,500 shares of Class A common stock that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days.

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 March 22, 2021. 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
Morris Bawabeh	1,774,776	⁽³⁾		13.7	%
15 Ocean Avenue
Brooklyn, NY 11225

Neil Subin	1,249,400	⁽²⁾		9.7	%
Broadbill Investments Partners, LLC
157 Columbus Avenue, 5^th Floor
New York, NY 10023

Old West Investment Management LLC	854,279	⁽⁴⁾		6.6	%
601 S. Figueroa Street
Suite 1975
Los Angeles, CA 90017

(1)	Based on 12,918,602 shares of the Company’s Class A common stock outstanding as of April 19, 2021.

(2)

Includes (a) RSUs described in footnote 2 to the table captioned “Security Ownership of Directors, Director Nominees and Executive Officers”; plus (b) 1,217,658 shares based solely on a Schedule 13D filed on August 25, 2020 which provides that (i) 95,858 shares of Class A common stock owned of record by Lloyd I. Miller, III Trust A-4; (ii) 95,858 shares of Class A common stock owned of record by Marli B. Miller Trust A-4; (iii) 36,776 shares of Class A common stock owned of record by Catherine Miller Trust C; (iv) 96,973 shares of Class A common stock owned of record by the Susan Miller Spousal IRA; (v) 348,422 shares of Class A common stock owned of record by Milfam II L.P.; (vi) 113,771 shares of Class A common stock owned of record by Lloyd I. Miller, III Revocable Trust; (vii) 5,000 shares of Class A common stock owned of record by Catherine Miller Irrevocable Trust; and (viii) 425,000 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 (viii) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein.

(3)

Based solely on a Schedule 13D/A filed on February 9, 2021 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.

(4)	Based solely on a Schedule 13G/A filed on February 16, 2021, which states that Old West Investment Management, LLC has sole voting power and sole dispositive power over 854,279 shares.

EXECUTIVE COMPENSATION

Background

Since emerging from bankruptcy in 2014, the Company has been focused on returning to profitability and improving the Company’s financial condition. Since 2015, the Company has reduced its cost of supply in its LEU segment by 71%, reduced its net selling, general and administrative (SG&A) costs by 31%, added new customers, reduced debt by 56%, raised approximately $50 million in new capital, reduced the amount of outstanding preferred shares by $60 million, and began construction and licensing of a HALEU facility under contract with the United States Department of Energy (DOE).

Select Company Metrics (in millions)

Reducing Costs

Improving Balance Sheet

2020 Summary

In 2020, despite the challenges posed by the COVID-19 pandemic, the Company returned to profitability and strengthened its balance sheet. Highlights of our strong financial and commercial performance are set forth below. We believe our efforts have significantly benefitted our stockholders.

Financial Highlights

•

Net income of $54.4 million in 2020

•

Total revenues of $247.2 million, including LEU segment revenue of $190.5 million

•

Year-end cash balance of $152.0 million

•

Raised $25 million, before expenses, through an underwritten public offering of Class A common stock and started an “At the Market” (ATM), capital raise at the beginning of January 2021 and raised an approximately $23 million as reported in our Form 10-K

•

Completed cash tender offer to retire approximately $60 million of Series B Senior Preferred Stock at a 25 percent discount

•

Completed a $30.4 million pension plan annuitization

Commercial Highlights

•

New LEU sales commitments valued over $100 million in November 2020 through the end of January 2021

•

Secured sufficient import quotas in extension of the Russian Suspension Agreement, providing affordable supply to U.S. customers through 2028

•

License amendment application to produce High-Assay, Low-Enriched Uranium (HALEU) accepted by the United States Nuclear Regulatory Commission for formal review

•

Projected to begin production of HALEU in 2022, in which case the Company is expected to have the only facility licensed in the U.S. producing HALEU

•

Due in part to the strong financial and commercial performance highlighted above, our share price increased by over 350% in 2020. We note, however, that the market price of our securities is subject to volatility

Please see Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K for additional information.

Highlights of Our Executive Compensation Program

Our executive compensation program is built on a strong governance framework and pay-for-performance philosophy. Our program is a combination of based 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. Key design elements and features of this program are:

•

Our CN&G Committee exercises strong oversight of all elements of executive compensation.

•

Fixed base salary in 2020 represented less than 56% of each named executive officer’s total direct compensation opportunity.

•

Over 44% 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.

•

Compensation in 2020 for named executive officers consisted of:

a fixed base salary,

an annual cash incentive based on attainment of specific goals established by the CN&G Committee,

a three-year long-term incentive program award established in 2019 that provided a partial stub-period payment for the 2019-2020 period, of which half was based on performance goals set by the CN&G Committee and half was based on the grant of an equity-denominated notional share award, and

a new three-year long-term incentive program award granted in April 2020 for the 2020-2022 performance period, as further described below under the caption “2020-2022 Long Term Incentive Program.”

•

In 2019, the CN&G Committee had re-evaluated our executive compensation program and adopted the 2019 Executive Incentive Plan (the “2019 EIP”), 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”). 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.

•

In 2020, based upon the feedback from stockholders, the CN&G Committee:

transitioned the long-term incentive program compensation to an entirely equity-denominated plan beginning with the 2020-2022 performance period;

added a performance metric that must be met before any long-term incentive is paid for the equity-denominated plan beginning with the 2021-2023 performance period;

decided to settle the existing long-term incentive award for the 2019-2020 stub-period by the issuance of shares for the equity-denominated portion of the award;

directed management to prepare, under the supervision of and requiring the approval of the Committee, a minimum equity holding policy that all beneficiaries of the 2020 Equity Incentive Plain will be obligated to comply with for all new grants of equity; and

entered into Voting Agreements with Maurice Bawabeh and Old West Investment Company in support of certain Company proposals to be voted upon at the Annual Meeting, to, among other things, ensure that there is a sufficient pool of equity available to continue to have an entirely equity-denominated long-term incentive program. See the description of these agreements above in the section captioned “Voting Agreements.”

•

Our CN&G Committee retains Pay Governance as its independent compensation consultant.

•

Our equity incentive plan includes a compensation recovery or “clawback” provision that applies to all equity plan participants.

•

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

•

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.

•

Cash severance payments under the Executive Severance Plan (as described below) upon an involuntary termination outside of a change in control are as follows:

For Mr. Poneman, as such severance plan is amended by Mr. Poneman’s employment agreement, 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, 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.

•

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.

Executive Incentive Plan

The 2019 EIP was adopted by the CN&G Committee and is subject to the terms of the 2014 Plan, as amended and restated from time to time. The 2014 Plan, which became effective on September 30, 2014, as amended and restated in 2017, authorizes the issuance of up to 1,200,000 shares of the Company’s Class A common stock to the Company’s employees, officers, directors and other individuals providing services to the Company or its affiliates 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.

The 2019 EIP has two components: (1) an annual cash incentive award (“Annual Award”) and (2) a multi-year long-term incentive program (“LTIP”) consisting of cash awards and equity denominated notional awards. The 2019 EIP was a first step in transitioning the LTIP to provide for a series of overlapping performance periods tied to equity performance. Participants in the 2019 EIP were determined by the CN&G Committee and included our 2020 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 2019 EIP” below.

Annual Awards

In 2020, 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 2020, as further described in the table below. A participant’s target Annual Award is a percentage of the participant’s base salary as follows:

•

100% for our President and CEO Mr. Poneman

•

60-80% for senior vice presidents

•

60% for our vice presidents

The potential actual Annual Award ranges from 0% to 150% of the target subject to, and based upon, the level of achievement of the applicable Corporate Goals. Following the end of 2020, our President and CEO reviewed the achievements of the Corporate Goals and recommended to the CN&G Committee a proposed level of performance that was achieved for 2020. The payment for a participant therefore would be equal to:

Base Salary x Target Annual Award percentage (e.g. 60-100% depending on position) x Corporate Goals Achievement percentage x Individual Annual Performance percentage.

In March 2021, our CN&G Committee reviewed the performance of the Company against the 2020 Corporate Goals and determined that the Annual Awards would be paid at 99.1% of the target level. The 2020 Annual Awards were paid in April 2021 following the CN&G Committee’s certification. The amounts of the Annual Award based on 2020 Corporate Goals paid to each named executive officer for 2020 are included in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”

The following table provides a summary of the 2020 Corporate Goals for the 2020 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 99.1% of the target level.

Centrus Energy Corp. 2020 Corporate Goals for Annual Awards

Goals	Targets	Achievement Versus Target (see footnote below)	Score for Goal
1. Expand market position as an established enrichment supplier (Weight = 25%)	Achieve $ 147.0 million of revenue for the LEU segment and originate new business meeting criteria established by the CN&G Committee for volume, projected cash margins, and adding new customers.	*Significantly exceeded target:* $158.1 million of LEU segment revenue and originated new business accomplishing 141% of target volume and exceeding targets for cash margin and new customers	150% of target (weighted average: 37.5%)
2. Expand vertically within nuclear fuel cycle (Weight = 25%)	Obtain post-2020 allocation of quota with Tenex sufficient to meet financial plan, meet milestones on HALEU and X-energy contracts with budget, and obtain new source of enrichment at discount to market.	*Achieved target:* Achieved post-2020 allocation of quota and met all HALEU and X- energy milestones within budget and secured additional source of supply at discount to market.	100% of target (weighted average: 25%)
3. Expand business offerings and diversify revenue (Weight = 20%)	Achieve targeted gross profit during 2020 excluding HALEU cost share contract investment and increase revenues for Centrus technical solutions segment.	*Partially achieved target:* Gross loss excluding HALEU of $0.1 million and increased revenue by $5.5 million.	*33% of target* (weighted average: 6.6%)
4. Align corporate structure to that needed to grow company and restore profitability (Weight = 30%)	Meet full-year outlook for revenue of $200 million to $230 million and end- of-year cash of $110 million to $130 million. Meet 2020 net income goal of $39.5 million and gross profit margin goal of $81.9 million (excluding benefits; SG&A cost $30.8 million; improve capital structure)	*Achieved revenue target:* Total Revenue: $214.8 million *Exceeded end-of-year cash target:* Year-end cash: $152 million *Achieved target net income:* Net income - $54 million Gross profit - $100 million *Achieved target:* SG&A for 2020 was $29.0 million excluding non-cash stock expense *Exceeded target:* Completed capital raise transaction in August of $25 million in gross proceeds. Preferred Stock exchange retired 60% of the preferred liquidation value.	100% of target (weighted average: 25%)

Weighted average score: 99.1%

Long Term Incentive Plan for the Performance Period 2019-2021

The LTIP rewards performance over three-year overlapping performance periods with the first three-year period beginning January 1, 2019 and ending December 31, 2021 (the “2019 LTIP Performance Period”). In 2019, the LTIP had two components, a cash component tied to the achievement of specific Corporate Goals, and an equity denominated component tied to the issuance of notional shares which may be settled in cash or stock or a combination thereof at the discretion of the CN&G Committee. The LTIP for the 2019 LTIP Performance Period provided for a partial payment for the 2019-2020 stub-period in 2021 which was intended to provide a bridge to the go-forward program, as well as a payment for the remainder of the award in 2022 covering the 2019-2021 performance period. For the 2019 LTIP Performance Period, each participant’s total target opportunity under the LTIP (including payment for the 2019-2020 stub-period in 2021 and the remaining payment in 2022) was equal to 100% of the participant’s base salary.

With regard to the first component of the LTIP for the 2019 Performance Period, each participant has a target cash award equal to 50% of the participant’s total LTIP target opportunity and has an opportunity to earn an award ranging from 0% to 150% of his or her target cash award based upon the level of achievement of the applicable Corporate Goals, as determined by the CN&G Committee. Following the CN&G Committee’s certification of the level of Corporate Goals achieved, cash awards will be paid in two installments if earned, the first payment was the stub-period award paid in 2021, associated with meeting the 2019-2020 Corporate Goals, and the second payment will be paid in 2022, associated with meeting the 2019-2021 Corporate Goals.

In March 2021, the CN&G Committee reviewed the performance of the Company against the 2019-2020 Corporate Goals and determined that the cash portion of the LTIP for the 2019-2020 stub-period of the 2019 LTIP Performance Period would be paid at 84% of the target level. The cash portion of the 2019 LTIP for the 2019-2020 stub-period of the 2019 LTIP Performance Period was paid in April 2021, following the CN&G Committee’s certification. The amounts of the cash portion of the 2019 LTIP for the 2019-2020 stub-period paid to each named executive officer in 2021 are included in the Summary Compensation Table in the column labeled “Non-Equity Incentive Plan Compensation.”

The following table provides a summary of the 2019-2020 corporate goals and the CN&G Committees determinations as to the Company’s performance relative to those goals which resulted in the authorization of the payment of the cash portion of the long-term incentive at 84.0% of the target level.

2019-2020 LTIP Corporate Goals

Weight	Goals	By End of 12/31/2020	Achievement
35%	Return to Profitability	Achieve at least $10 million cumulative net income in 2019-2020.	$37 million, including the FENOC settlement, or $4.6 million without, 80% achievement of goal (weighted average 28%)
30%	Build Order Book	Add 2.5 MM SWU of new enrichment business volume to order book.	Added over 3.0 MM SWU of new business volume to order book, 120% achievement of goal (weighted average 36%)
15%	Make CTS Profitable	CTS (excluding HALEU) profit of at least $3 million for 2019-2020	Missed goals - $1.5 million profit 0 % achievement of goal (weighted average 0%)
20%	Resume Uranium Enrichment	Execute HALEU project on or under budget	On budget as of December 31, 2020 100%, achievement of goal (weighted average 20%)

With regard to the second component of the LTIP for the 2019 Performance Period, participants received an equity denominated award of notional units. The number of units was determined by dividing 50% of the participant’s total target opportunity under the LTIP by the average closing price per share of the Company’s Class A common stock 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, 2018. In the event the settlement is made in cash, the settlement amount of the award will be an amount equal to such nominal units held by a participant multiplied by the average closing price per share of the Company’s Class A common stock over the 20 trading days immediately following the filing of the Company’s Annual Report on Form 10-K for 2020 or 2021, as applicable. Due to the limited availability of equity for award grants under the 2014 Plan, these LTIP awards had to provide for payment in cash but Centrus reserved the right to settle them in stock at the discretion of the CN&G Committee. Settlement will be paid in two installments, the first in 2021 for the 2019-2020 stub-period (based on two-thirds of the notional units awarded), and the second payment in 2022 for the initial award (based on the remaining notional units awarded). In March 2021, the CN&G Committee decided to settle the award for 2019-2020 stub period for the LTIP by granting shares of the Company’s Class A common stock for the equity denominated portion of the award. Shares are expected to be granted for the 2019-2020 stub-period on or about April 21, 2021.

2020-2022 Long Term Incentive Program

In 2020, based on stockholder feedback, the CN&G Committee transitioned the LTIP compensation to an entirely equity denominated plan, beginning with the 2020-2022 performance period, which would be paid in 2023. As contemplated in the 2019 EIP, commencing in 2020, the long-term incentive also was transitioned to provide for three-year overlapping performance periods. 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. The LTIP will no longer have a cash award component. Each participant’s target award value was one-third of his or her current annual base salary. The stock price basis for determining 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. Awards were granted April 27, 2020 and will be settled in 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.

The total number of shares granted for the long-term incentive equity 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. The amount of the equity denominated award of notional units and share appreciations rights awarded to each named executive officer for the 2020-2022 performance period are included in the Summary Compensation Table in the column labeled “Stock Awards.”

The CN&G Committee intends on approving 2021 LTIP awards following stockholder approval of the amended Equity Incentive Plan (see Proposal 3). The 2021 LTIP awards will cover the period 2021 through 2023 performance period with a potential payout in 2024. The 2021 LTIP awards are expected to be granted in July, with 50% of the 2021 LTIP award being comprised of stock options and 50% being comprised of performance based RSUs. In order for the performance-based RSU awards to vest, Centrus will need to meet (or exceed) a 3-year cumulative net income goal.

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 $19,500 for 2020, and have the amount of the deferral contributed to the 401(k) plan. For 2020, the 401(k) plan provided for a Company-matching contribution of (1) 200% on before-tax contributions up to the first 2% of a participant’s eligible pay, (2) 100% on before-tax contributions on the next 2% of a participant’s eligible pay, and (3) 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 2020, 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 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 2020 are set forth in the Summary Compensation Table in the column entitled “All Other Compensation.”

Summary Compensation Table - Fiscal Years 2019-2020

The following table sets forth information regarding the compensation for fiscal years 2019 and 2020, as applicable, awarded to, earned by, or paid to the principal executive officer of the Company, and (ii) the two other most highly compensated executive officers of the Company during 2020 serving as executive officers at December 31, 2020 (together, the “named executive officers”).

Name and Principal Position	Fiscal Year	Salary ⁽¹⁾		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	2020	$	750,000		--	$	285,941		--	$	817,575		--	$	76,001	$	1,929,517
President and CEO	2019	$	750,000		--	$	630,143		--	$	733,125		--	$	81,173	$	2,194,441
Philip O. Strawbridge	2020	$	575,000		--		--		--	$	524,239		--	$	39,949	$	1,139,188
Senior Vice President,
Chief Financial Officer,
Chief Administrative Officer and Treasurer
John M.A. Donelson	2020	$	355,865		--	$	135,674		--	$	232,757	$	323,804	$	26,240	$	1,074,520
Senior Vice President &
Chief Marketing Officer
Elmer W. Dyke	2020	$	302,885		--	$	22,789		--	$	161,775		--	$	721,803	$	1,209,252
Former Senior Vice	2019	$	350,000		--	$	294,068		--	$	273,700		--	$	30,180	$	947,948
President, Business Operations and Chief Commercial Officer

(1)

For Mr. Poneman, the amounts shown in the Salary column for 2020 includes $37,500 in contributions under the Company’s Executive Deferred Compensation Plan. For Mr. Dyke, the amount shown in the Salary column for 2020 reflects a partial year amount since Mr. Dyke’s last day of employment with the Company was October 30, 2020.

(2)

The amounts shown in the Stock Awards column for 2020 include the grant date fair value of 33,906, 16,088 and 2,702 equity denominated notional units and 22,604, 10,725 and 1,802 stock appreciation rights granted to Messrs. Poneman, Donelson and Dyke, respectively, under the 2014 EIP. The amounts and number of units for Mr. Dyke were pro-rated because of his departure from the Company effective October 30, 2020. Mr. Strawbridge was not eligible to participate in the equity incentive plans for the 2020 performance period. Mr. Strawbridge will be eligible to participate in equity incentive plans for performance periods beginning in 2021.

(3)

For Messrs. Poneman, Strawbridge, Donelson and Dyke amounts shown for 2020 in the Non-Equity Incentive Plan Compensation column include (i) amounts of $817,575, $524,239, $232,757 and $161,775 respectively, to be paid in April 2021, with respect to their 2020 Annual Awards based on the CN&G Committee’s evaluation of the Company’s 2020 performance against the 2020 Corporate Goals. For Mr. Dyke, the amount shown reflects a pro-rated amount because of his departure from the Company effective October 30, 2020.

(4)

Mr. Donelson participates in the Company’s qualified defined benefit pension plans providing retirement benefits based on compensation and years of service, and a non-qualified supplemental pension plans 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. For Mr. Donelson, the change in total pension value in 2020 was $323,804 due to pension asset appreciation and a decline in market interest rates which increases the discounted present value.

(5)

For Mr. Poneman, the amounts shown in the All Other Compensation column for 2020 includes $32,900 in Company matching contributions under the Company’s Executive Deferred Compensation Plan, $19,950 in Company matching contributions under the Centrus 401(k) plan, and $23,151 in life insurance premiums paid by the Company. For Mr. Strawbridge, the amounts include $19,950 in Company matching contributions made under the Centrus 401(k) plan and $19,999 in life insurance premiums paid by the Company. For Mr. Donelson, the amounts include $19,950 in Company matching contributions made under the Centrus 401(k) plan and $6,470 in life insurance premiums paid by the Company. For Mr. Dyke, the amounts include $19,950 in Company matching contributions made under the Centrus 401(k) plan, $6,427 in life insurance premiums paid by the Company, $25,695 in unused vacation that was paid, and $672,778 in total severance benefits under the Executive Severance Plan in connection with his departure on October 30, 2020 (which includes (1) a lump sum cash payment of $634,993 for one year of base salary and bonus, and (2) continuation of medical and dental coverage as well as life insurance paid for by the Company for one year with an aggregate value of $34,738, all subject to applicable withholding taxes). For more information on Mr. Dyke’s severance benefits under the Executive Severance Plan, see “Potential Payments Upon Termination or Change in Control - Payments Made Upon Termination” below.

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 (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 beginning with 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 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, as amended. Per the terms of the Amendment, the number of shares awarded to Mr. Poneman 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 common stock. The option has a ten-year term with a per share exercise price equal to the fair market value of our 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, 2020, Mr. Poneman had exercised 12,000 of such options.

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, 2020

The following table shows the number of shares of our Class A common stock covered by stock options or notional units held by our named executive officers as of December 31, 2020. All of the awards shown in the table below were granted under the 2014 Plan (or a sub -plan thereof).

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Options
Exercise
Price
($)

Options
Expiration
Date

Equity
Incentive
Plan
Awards
Number of
Shares,
Units or
Other
Rights That
Have Not
Vested (#)

Equity
Incentive
Plan Award Market
Value of Un

SEC Form DEF 14A filed by Centrus Energy Corp.