Centrus Energy Corp.
08/18/2026 | Press release | Distributed by Public on 08/18/2026 14:56
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 15, 2026, the Compensation, Nominating & Governance Committee of the Board of Directors (the "Committee") of Centrus Energy Corp. (the "Company") approved a special one-time grant of performance based restricted stock units (the "Performance RSUs") to the Company's executive officers, as well as to certain senior leaders at the Company. The Performance RSUs were granted under a Supplemental Executive Incentive Plan ("2026 Plan") adopted by the Committee, which such plan was adopted under and subject to the terms of the Company's 2014 Equity Incentive Plan, as amended and restated from time to time. The 2026 Plan was adopted by the Committee to establish a framework for the granting of additional incentive awards to further motivate executives and other senior leaders of the Company to make extraordinary efforts to achieve goals that are important to the Company.
The Performance RSUs will vest, if at all, upon the Company's achievements of certain performance-based milestones (which must be achieved prior to a specified outside date), as follows:
•With respect to Performance RSUs granted to Amir V. Vexler, the Company's President and Chief Executive Officer, 100% of such Performance RSUs vest upon the achievement of enrichment from a first cascade (the "Final Milestone"); and
•With respect to Performance RSUs granted to all other recipients, (i) 30% of such Performance RSUs vest upon completion and receipt of the first cascade at the Company's production facility in Piketon, Ohio and (ii) the remaining 70% vest upon achievement of the Final Milestone; in each case, on the condition that actual related costs fall within a set range.
If the recipient's employment with the Company terminates prior to the vesting of the Performance RSUs for any reason, then the award will be forfeited.
The number of Performance RSUs awarded will be determined based upon the fair market value of the Company's common stock on the date of grant. The value of the Performance RSUs granted to the Company's named executive officers based on full achievement of the performance conditions are as follows:
| Name | Value | ||||
| Patrick S. Brown | $2,000,000 | ||||
| John M.A. Donelson | $2,000,000 | ||||
| Neal K. Nagarajan | $1,300,000 | ||||
| Todd M. Tinelli | $2,000,000 | ||||
| Amir V. Vexler | $5,000,000 | ||||
The above summary of these Performance RSUs is qualified in its entirety by the terms of the 2026 Plan and the award agreements, which will be filed as exhibits to the Company's Form 10-Q for the fiscal quarter ending September 30, 2026.
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