SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

___________

To the Stockholders of Century Aluminum Company:

We cordially invite you to attend our 20152017 Annual Meeting of Stockholders. The meeting this year will be held on September 1, 2015,Monday, June 19, 2017, at 8:3000 a.m., CentralEastern Time, at the Westin Michigan Avenue, 909 N. Michigan Ave, Chicago, Illinois.Belmond Charleston Place Hotel, 205 Meeting Street, Charleston, South Carolina. At the meeting, we will:

Chicago, Illinois

Our Board of Directors (the "Board"), upon the recommendation of the Governance and Nominating Committee, has nominated sixfive directors for election to the Board for a one-year term expiring in 2016. Andrew G. Michelmore, who has served on our Board since 2010, will not stand for re-election at the 2015 Annual Meeting of Stockholders. As such, his service on our Board will cease at the 2015 Annual Meeting of Stockholders. We are extremely grateful to him for his years of service and valuable contribution to our company. The Board, led by the Governance and Nominating Committee, is actively seeking a qualified Board member to replace Mr. Michelmore.2018.

The following table provides summary information about each nominee standing for election to the Board:

Strong Pay for Performance Alignment

Key Features of Our Executive Compensation Program

TABLE OF CONTENTS

The Board of Directors selects the Chairman of the Board in the manner and upon the criteria that it deems best for the Company at the time of selection. The Board believes that it is in the best interests of the Company and our shareholdersstockholders to have Mr. Wilkinson, an independent director, serve as the non-executive Chairman of the Board at this time. The Board of Directors has not adopted a policy regarding whether the roles of the Chairman and Chief Executive Officer should be separate or combined, but recognizes the value to the Company of the separation of these positions and having an independent director serve as Chairman.  We believe that this structure is appropriate for the Company because it allows our independent Chairman to lead the Board in its fundamental role of governing the Company and providing advice to management, while also providing for effective independent oversight and allowing our President and Chief Executive Officer to focus on the execution of our business strategy, growth and development. The Board will continue to evaluateevaluates whether this leadership structure is in the best interests of our stockholders on a regular basis.

To assist it in carrying out its duties, the Board has established various standing committees.  Each standing committee ofcommittees, including the Board and its current members are listed in the table below. The Board will review committee appointments following the 2015 Annual Meeting:committees set forth below:  

The Nasdaq Global Select Market (“NASDAQ”) rules require that a majority of the board of directors of listed companies be comprised of independent directors.as defined by NASDAQ listing standards. The Board has determined that, of its current directors, each of Messrs. Berntzen, Glasser Michelmore and Wilkinson are independent directors under the criteria established by NASDAQ for membership on the Board and that each of these directors isare independent under applicable SEC rules and the NASDAQ listing standards for service on the various committees of the Board on which they serve. serve, in addition to meeting Institutional Shareholder Services' (ISS) independence standards.

Our independent directors are scheduled to meet in executive session without the presence of management no fewer than four times each year.  Our Chairman leads these sessions. The Independent Directors met fivefour times in 2014.2016.

The Audit Committee, among other things:

In 2014,2016, the Audit Committee held fiveeight meetings.  The Audit Committee also meets with management and our independent auditors at least quarterly to review our financial results prior to the filing of our quarterly and annual reports and related earnings announcements.

The Compensation Committee's primary duties and responsibilities include:

The Compensation Committee held five meetings in 2014.

The Governance and Nominating Committee's primary duties and responsibilities include:

In 2014,2016, the Governance and Nominating Committee held four meetings.

The Board has determined that all members of the Governance and Nominating Committee are independent under the criteria established by NASDAQ and the applicable SEC rules.

The Governance and Nominating Committee solicits recommendations for potential Board nominees from a variety of sources, including directors, officers and other individuals with whom the Governance and Nominating Committee members are familiar, through its own research, and third-party research.consultants and search firms.  The Governance and Nominating Committee also considers nominees recommended by stockholders who submit such recommendations in writing to our Corporate Secretary.  The qualifications and standards the Governance and Nominating Committee will apply in evaluating any recommendations for nomination to the Board include, but are not limited to:

The Governance and Nominating Committee also strongly considers diversity when evaluating any recommendations for nominations to the Board.  The Governance and Nominating Committee takes into consideration each potential nominee's diverse attributes and variety of experiences and viewpoints but does not make decisions to include or exclude a potential nominee solely or largely based on race, ethnicity, gender, national origin or sexual orientation.  While the Board has not adopted a formal policy

The Health, Safety and Sustainability Committee's primary duties and responsibilities include:

Stockholders may communicate with the Board, our independent or non-management directors as a group, or any individual director(s) by sending a written communication in an envelope addressed to the Board or the appropriate director(s) in care of our Corporate Secretary, addressed to:  Corporate Secretary, Century Aluminum Company, 1 South Wacker Drive, Suite 1000, Chicago, Illinois 60606. 

The following table sets forth the number of outstanding options and stock awards held by each non-employee director who served on our Board in 2014,2016, as of December 31, 2014:2016:

The following table sets forth certain information concerning the beneficial ownership of the Company's common stock as of July 9, 2015April 21, 2017 (unless otherwise noted) by: (i) each of our current directors, (ii) each of the Company's named executive officers, and (iii) all of the Company's directors and executive officers as a group.

PUBLIC ACCOUNTING FIRM

 

The Board, of Directors, on the recommendation of the Audit Committee, has appointed Deloitte & Touche LLP to act as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.2017. We are requesting the Company's stockholders to ratify such appointment. If no direction is given to the contrary, all proxies received by the Board of Directors will be voted “FOR” ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.2017. Neither the Board nor the Audit Committee is required to take any action as a result of the outcome of the vote on this proposal. However, if the stockholders do not ratify the appointment, the Audit Committee may investigate the reasons for such rejection. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent auditorregistered public accounting firm at any time.

In addition to performing the audit of the Company's consolidated financial statements, Deloitte & Touche LLP provided various other services for the Company during the last two fiscal years. The aggregate fees billed for the last two fiscal years are set forth below:

All services rendered by Deloitte & Touche LLP are pre-approved by the Audit Committee in accordance with the Audit Committee's pre-approval procedures. Under those procedures, the terms and fees of annual audit services, and changes thereto, must be approved by the Audit Committee. The Audit Committee also pre-approves the scope of audit-related, tax and other non-audit services that may be performed by our independent auditors during the fiscal year, subject to dollar limitations set by the Committee. The foregoing pre-approval procedures are subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to completion of the audit.

Representatives of Deloitte & Touche LLP are not expected to be present at the Annual Meeting, but, if they are present, they will have the opportunity to make a statement if they desire to do so, and will be available should any matter arise requiring their presence or to otherwise respond to questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”"FOR" RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.

AUDIT COMMITTEE REPORT

 

During 2014, Messrs. Berntzen, O'Brien,Wilkinson and Glasser served on the Audit Committee for some period of time with Mr. O'Brien serving as the Chairman of the Committee until September 2014. Mr. Glasser was elected as Chairman of the Committee upon the retirement of Mr. O'Brien. All membersThe role of the Audit Committee are Independent Directors, as that term is defined under NASDAQ rules. The Audit Committee operates under a written charter adopted by the Board. In accordance with its charter, the Audit Committee assiststo assist the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of Century.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the independent auditors the written disclosures and the letter from the independent auditors required by Rule 3526 adopted by the Public Company Accounting Oversight Board (PCAOB) regarding the independent auditors' communications with the Audit Committee concerning independence, and discussed with the independent auditors their independence from Century. The Audit Committee also discussed with management, the internal auditors and the independent auditors, the quality and adequacy of Century's internal controls, the processes for assessing and monitoring risk, and the internal audit function's organization, responsibilities, budget and staffing. The Audit Committee reviewed with both the independent and the internal auditors their audit plans, audit scope, and identification of audit risks. The Audit Committee has the authority to obtain advice from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from Century for such advice and assistance.

The Audit Committee met with and discussed with the independent auditors all matters required to be discussed by PCAOB statement on Auditing StandardStandards No. 16, and, with and without management present, reviewed and discussed the results of the independent auditors' examination of the financial statements. The Audit Committee also discussed the quality and adequacy of Century's internal controls and the results of the internal audit examinations.

The Audit Committee reviewed and discussed with management and the independent auditors the interim financial information contained in each quarterly earnings announcement in 20142016 prior to its public release and the audited financial statements of Century as of and for the year ended December 31, 2014.2016.

Based on the above mentioned review and discussions with management and the independent auditors, the Audit Committee recommended to the Board that Century's audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2014,2016, for filing with the SEC.

Respectfully Submitted,

 

The Audit Committee

 

 

In accordance with Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, a resolution will be presented at the 20152017 Annual Meeting asking our stockholders to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement. Although the vote is advisory and is not binding on the Compensation Committee, the Board of Directors or the Company, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. We refer to this non-binding advisory vote as the “say-on-pay” vote. Our current policy is to hold a "say-on-pay" vote each year until the next required stockholder vote on the frequency of the "say-on-pay" vote. We expect that the next such frequency vote, which will occur at the 2017 annual meetingAnnual Meeting. See "Proposal No. 4: Advisory Vote on the Frequency of stockholders.the Advisory Vote on the Compensation of Our Named Executive Officers."

You are asked to vote for or against, or to abstain from voting, on the following resolution on an advisory basis:

“"Resolved, that the stockholders approve on an advisory basis the compensation of our named executive officers, as disclosed in the Company's proxy statement pursuant to the rules of the SEC, including the “Compensation"Compensation Discussion and Analysis,” the compensation tables, and any related tables and disclosure.”"

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”"FOR" APPROVAL OF THE FOREGOING RESOLUTION.

EXECUTIVE COMPENSATION

This Compensation Discussion and Analysis is designed to provide the Company's shareholdersstockholders with an understanding of the Company's executive compensation program and to discuss the compensation earned for 20142016 by the Company's named executive officers. The Company's Compensation Committee (the “Committee”) oversees the Company's executive compensation program. The Committee reviewsprogram and establishes the compensation for the Company's executive officers, and is responsible for administering and awarding grants of equity awards underincluding its named executive officers.

For 2016, the Company's existing stock incentive plans.named executive officers were:

We have designed our compensation program to motivate our executives to achieve short- and long-term goals that contribute to the creation of stockholder value. We believe the following aspects of our 2016 executive compensation program:

Changes to Compensation ActionsProgram in 2016

While we believethe Committee believes that the core elements of the Company's executive compensation program support the Company's business strategy and encourage the creation of shareholderstockholder value, the Committee is also committed to continued improvement in responsecontinuing to executive compensation trends and regulatory developments.drive our pay-for-performance philosophy. As a result, in June 2014 we implementedorder to further align the following changesinterests of our executives with our stockholders the Committee made the decision to award PSUs under the 2016-2018 LTIP in the form of stock-settled awards. PSUs have historically been cash-settled awards that vest based upon the Company's TSR relative to the average TSR of the Company's peer group. The decision to grant a higher proportion of equity-based awards in 2016 reflects the Company's commitment to the pay-for-performance philosophy as the value of the award is not only linked to the Company's executive compensation program:

The Company's executive compensation program is designed to enable Century and its subsidiariesthe Company to provide competitive compensation packages that attract, retain and motivate talented executives and managers while aligning management's and stockholders' interests in the enhancement of Company performance and stockholder value. Consistent with this philosophy, total target cash bonus opportunitiescompensation in 2016 for 2014 underour executive officers was heavily weighted (78% of the CEO's target compensation and 65% of total target compensation, on average, for our other named executive officers) towards "at risk" compensation which is dependent on the achievement of performance goals or subject to changes in our stock price. The Company's incentive plans are also designed to reward outstanding performance above a target range (subject to a maximum payout of 200% of target); conversely, when performance is below expectations, the Company's annual incentive plan were heavily weighted (70%) on company performanceplans are designed to closely link executivedeliver compensation withbelow the near-term business goal of increasing the Company's operating profitability and safety results, and performance unit awards granted under our long-term incentive plan were based 100% on total stockholder return in order to incentivize management to maximize the Company's share price performance over the long-term.targeted range (with no minimum payment).

The Company's compensation programs are structured as a balanced portfolio usingprogram uses multiple elements to deliver a total package consisting of base salary, annual incentive awards, long-term incentive awards, and retirement benefits.  The Committee reviews each element separately but also considers the relative mix of compensation and benefit offerings when making compensation decisions. In addition, the Committee retains discretion to make adjustments necessaryit deems advisable to balance the overall performance of Century and the individual performance of the Company's executive officers and to pay for performance.

Consideration of Say-on-Pay Results 

At the Company's annual meeting of stockholders held in September 2014,June 2016, over 98% of the votes cast on the advisory vote to approve the compensation of the Company's named executive officers were voted in favor of the proposal. The Committee believes this affirms our stockholders' support for the Company's approach to executive compensation.

The Committee oversees the Company's executive compensation program. The Committee develops and approves the overall compensation package for our Chief Executive Officer and, with the additional assistance of our Chief Executive Officer, for each of our other executive officers. Although objective criteria are used, the Committee retains final discretion in determining the compensation of our executive officers.  In general, the Committee makes its final determination of bothdetermines the extent to which performance goals under annual incentive awards and awards earned based on long-term performance awards have been met in the first quarter following the end of each performance period.

In implementing and administering the Company'sits compensation philosophy, the Committee, in consultation with its independent executive compensation consultant, regularly:

The Committee maintains an annual agenda to help ensure that it discharges its duties in a thoughtful and timely manner.   As a general practice, the Committee makes significant decisions over multiple meetings, discussing conceptual matters, reviewing preliminary recommendations and reviewing final recommendations, before acting.  The Committee also holds special meetings as necessary in order to perform its duties.

The Committee dedicated significant time and attention to management compensation in 2014,2016, including holding five meetings.

Benchmarking Executive Compensation

The Company's philosophy emphasizesCommittee, together with its independent executive compensation consultant, periodically reviews relevant competitive objectivesmarket pay data to assess our compensation levels and practices. For purposes of setting 2016 compensation, the Committee reviewed the compensation levels of a peer group of metals and other industrial companies that are comparable in size to the Company in terms of revenue, market capitalization, EBITDA and net income.  The Committee chose these parameters, and ultimately the companies noted below, to permit pay to be evaluated in a context that considers businesses with similar exposure to economic forces and business cycles and with whom the Company may compete for executive pay,talent.  Elements of compensation that are benchmarked, separately and in the aggregate, include base salary, annual incentives, long-term incentives and retirement benefits. Generally, the Committee targets total compensation (annual base salaries, annual target incentive compensation, long-term target incentive compensation and retirement benefits) at or near the midpoint of the compensation ranges for comparable positions at the companies comprising the peer group, while being mindful of individual differences such as experience, responsibility-level and performance, as well as the practical implications of pay, on occasion, being the product of an arms-length negotiation at the time an executive is hired or promoted.  Elements of compensation that are benchmarked, separately and in the aggregate, include base salary, annual incentive, long-term incentive and retirement benefits.

For purposes of fiscal 20142016 compensation matters, the following companies were included in the Company's peer group:

As part of its review and determination of Century's compensation objectives, philosophy, programs and decisions, the Committee works with and receives advice and recommendations from our Chief Executive Officer (other than with respect to his own compensation).  The Committee's charter formalizes the working relationship with our Chief Executive Officer and includes the following actions to be taken by the Chief Executive Officer:

The Committee considers the recommendations of the Company's Chief Executive Officer (other than with respect to his own compensation), together with the review by its independent compensation consultant, in making independent determinations regarding executive compensation.  

The Company's Chief Executive Officer attends all Committee meetings other than those portions that are held in executive session, and he is not present during voting or deliberations on matters involving his compensation in accordance with the Committee's charter.

Role of Compensation Committee Consultants

The list below summarizes the general elements and characteristics of ourOur executive compensation program.program is made up of the following principal components.  Detailed narratives of these compensation elements are provided below under "Compensation Program Details."

Base Salary

Base salary providessalaries provide a secure fixed level of cash compensation in an amount that recognizes the roles and responsibilities of thefor our executive officer, as well as experience, performance and contributions.officers. The Committee reviews the salaries of the Company's namedour executive officers annually. The amountannually against compensation levels of any increase is based primarily oncomparable positions at a peer group of companies to determine whether adjustments are appropriate. When setting salaries, the named executive officer's performance, the level of his or herCommittee also considers each executive's responsibilities and performance against job expectations, experience and tenure as well as the external competitivenessimpact of the base salary and overall total compensation. In addition,on other compensation elements, such as the Committee may review the salariessize of our named executive officers in connection with a promotion or other change in responsibility.target incentive awards. The Committee's review of these factors is subjective and no fixed value or weight is assigned to any specific factor when making salary decisions. The Company is not contractually bound by employment or other agreements to pay any particular level of base salary to our executive officers, thereby affording the Committee flexibility in these determinations. Annual adjustments are generally effective in March but the Committee may also review the salaries of our executive officers in connection with a promotion or other change in responsibility.

Performance-Based Annual Incentive Awards

The Company's Annual Incentive Plan (the "AIP") is designed to motivate and reward our executive officers for achieving the Company's short-term financial and operational objectives. Under the AIP, the Company's named executive officers are eligible to receive an award, which has historically been paid in cash, but may also be paid, at the discretion of the Committee, in cash, common stock or stock options.stock.

As explained above, 30% of an executive officer's target annual incentive relates to individual job performance. The Committee's evaluation of individual contributions is based in part, on individual performance goals established at the beginning of each period and the Committee's subjective evaluation of the achievement thereof.period. For our named executive officers, individual performance objectives for 20142016 included goals and objectives tied to operational performance and other Company initiatives and strategies applicable to each executive's area of responsibility. These performance goals do not, however, necessarily result in automatic payouts but provide a context for the Committee to evaluate performance. The Committee also reservesreceives a year-end performance assessment and recommendation for each executive officer (other than the rightCEO) from the CEO. The determination of each executive's individual performance is not strictly formulaic given the inherent difficulty in quantifying individual performance. Accordingly, payouts for individual performance are subject to use itsthe discretion of the Committee in assessing each executive's individual performance. For 2014,2016, the Committee approved individual performance for our named executive officers ranging from 85%90% to 150%200% of target, with our CEO achieving 90% of target.

The annual incentives paid to Messrs. Bless, Dillon, Gary, Hoerner and Ms. Harrison for 2014 were as follows:2016 are set forth below. In connection with his termination of employment with the Company in December 2016, Mr. Dillon forfeited his 2016 AIP award.

The following table sets forth information regarding outstanding equity awards for the Company's named executive officers as of December 31, 2014.2016.

As discussed above under the heading “Retirement Benefits,” we maintain a non-contributory defined benefit pension plan which we refer to as our Qualified Plan for our U.S. based salaried employees who were employed prior to January 1, 2015 and who meet certain additional eligibility requirements, including at least one full year of service with the Company. Although closed to new participants, the Qualified Plan as it applies to our named executive officers provides lifetime annual benefits starting at age 62 equal to 12 multiplied by the greater of: (i) 1.5% of final average monthly compensation multiplied by years of credited service (up to 40 years), or (ii) $22.25$32.25 multiplied by years of credited service (up to 40 years), less the total monthly vested benefit payable as a life annuity at age 62 under predecessor plans which we acquired. We determine final average monthly compensation under the Qualified Plan as the highest monthly average for 36 consecutive months in the 120-month period ending on the last day of the calendar month completed at or prior to a termination of service. Participants' pension rights vest after a five-year period of service, or earlier if the participant has reached the age of 62. An early retirement benefit (actuarially reduced beginning atas early as age 55) and a disability benefit are also available. The compensation covered by the plan includes all compensation, subject to certain exclusions, before any reduction for 401(k) contributions, subject to the maximum limits under the Code. 

The Qualified Plan was amended in the fourth quarter of 2014 to eliminate future accruals for participants who arewere under age 50 as of January 1, 2015 and to close the plan to new participants. Employees, including our named executive officers, who are under age 50 and are no longer eligible for future accruals under the Qualified Plan, will receive an additional matching contribution under the Century Aluminum 401(k) Plan equal to 100% of such employee's pre-tax contributions up to 6% of eligible compensation.compensation and a discretionary non-elective contribution of either 3% or 6% of eligible compensation based on the employee's hire date. Employees of the Company prior towho were aged 50 or older as of January 1, 2015 who have achieved age 50 will continuecontinued to be eligible for accruals under the Qualified Plan with no changes.and are not eligible for the higher matching contribution rate under the Century Aluminum 401(k) Plan.

Mr. Bless and Ms. Harrison also participate in the SERP.  The SERP, which is also closed to new participants, provides participating executive officers with an additional retirement benefit equal to the amount that would normally be paid under our Qualified Plan if there were no annual compensation limitations under Sections 415 and 401(a)(17) of the Code.  Final average monthly compensation for purposes of calculating the supplemental benefit will be based on the greater of (a) projected final annual compensation, assuming specified annual increases until retirement age, or (b) the average of the highest three calendar years' annual compensation over the last 10 calendar years of employment.