Constellium SE 8-K, filed Oct 29, 2025
Constellium SE (CSTM)
8-K
2025-10-29
For: 2025-10-29
View Original
Added on
July 07, 2026
About this 8-K
Constellium SE filed this 8-K on October 29, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 29, 2025
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive office (US))
(443 ) 420-7861
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to section 12(b) of the Act
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in [sic] Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On October 29, 2025, the Board of Directors of Constellium SE (the “Company”) announced that it had appointed Ingrid Joerg, 56, to succeed Jean-Marc
Germain as its new Chief Executive Officer, effective January 1, 2026 following his decision to retire from this role. The Board of Directors also appointed Ms. Joerg as director, effective January 1, 2026, for the remaining term of Mr. Germain’s
directorship expiring in 2026 (subject to ratification of this appointment by the Company’s 2026 annual general meeting) and intends to nominate Ms. Joerg to serve as director for a further three-year term at that annual general meeting.
Since September 2023, Ms. Joerg has served as the Company’s Executive Vice President and Chief Operating Officer heading operations of all three
business units of the Company. Prior to September 2023, Ms. Joerg served as the President of the Company’s Aerospace & Transportation (“A&T”) business unit since she joined the Company in 2015. Prior to joining the Company, Ms. Joerg also
served as Chief Executive Officer of Aleris Rolled Products Europe, held several leadership positions with Alcoa Corporation, and commercial positions with AMAG Austria. Since July 2019, Ms. Joerg has served as a director of voestalpine AG, a global
steel and technology group listed on the Vienna Stock Exchange. Ms. Joerg received a Master’s degree in Business Administration from the University of Linz, Austria. Ms. Joerg is a Swiss citizen.
Ms. Joerg has entered into an employment agreement governed by Swiss law, which supersedes Ms. Joerg’s existing employment
agreement (the “Employment Agreement”). The Employment Agreement establishes the initial terms of Ms. Joerg’s annual compensation, including:
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an annual base salary of CHF 1,050,000,
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a target annual cash bonus opportunity under the Company’s Employee Performance Award (“EPA”) program of 120% of her annual base salary, with a maximum potential of up to 180%,
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subject to approval of the Board of Directors, an annual equity award grant pursuant to the Company’s long-term equity incentive program, expected to be USD $2,150,000, commensurate with her position as Chief
Executive Officer. The first grant is expected to be made in Spring 2026 as part of the Company’s ordinary course award cycle.
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Ms. Joerg will also be entitled to benefits and perquisites commensurate with her position as Chief Executive Officer including
health benefits and specified pension contributions. The Employment Agreement may be terminated by the Company or Ms. Joerg on 12 months’ written notice and provides for customary non-competition and non-solicitation covenants throughout Ms. Joerg’s
term of employment and for 12 months thereafter.
On October 29, 2025, the Company announced that Mr. Germain had decided to retire as Chief Executive Officer of the Company, effective as of
December 31, 2025. He will also cease to be a director of the Company at that date. Mr. Germain is expected to remain employed as a Special Advisor to the Board of Directors and management through December 31, 2026 to facilitate a seamless leadership
transition (the “Transition Period”).
A transition agreement is intended to be entered into with Mr. Germain (the “Transition Agreement”), on and
with effect from January 1, 2026, pursuant and subject to which Mr. Germain will (i) receive 50% of his 2025 base salary, (ii) be eligible for a target annual cash bonus opportunity under the Company’s EPA program for the fiscal year 2026 of 140% of
his Transition Period base salary, which would be payable in 2027, and (iii) be eligible to fully vest in his 2023 outstanding equity awards and to vest pro-rata in his outstanding 2024 and 2025 equity awards on the originally scheduled vesting date
and, in the case of any performance share awards, based on actual performance. During the Transition Period, Mr. Germain will continue to be entitled to customary benefits and perquisites, consistent with his current employment agreement. Mr.
Germain’s employment may be terminated by the Company at any time during the Transition Period, provided that if such termination is without cause, Mr. Germain shall continue to receive his Transition Period base salary, remain eligible to
participate in the EPA program, and be eligible to vest pro-rata in his outstanding equity awards. The Transition Agreement provides for customary non-competition and non-solicitation covenants for 12 months following the Transition Period.
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Item 7.01
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Financial Statements and Exhibits
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A copy of the press release announcing the management changes discussed in Item 5.02 is attached hereto as Exhibit 99.1 and is
incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 in this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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Press Release by Constellium SE dated October 29, 2025
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104
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The cover page of this Current Report on Form 8-K, formatted in Inline XBRL
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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CONSTELLIUM SE
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(Registrant)
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October 29, 2025
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By:
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/s/ Stephen Walters
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Name:
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Stephen Walters
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Title:
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Senior Vice President, General Counsel
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Exhibit 99.1
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October 29, 2025
Constellium Appoints Ingrid Joerg as its New Chief Executive Officer, Effective January 1, 2026
Paris – Constellium SE (NYSE: CSTM) today announced that effective January 1, 2026, Ingrid Joerg, currently Constellium’s Chief Operating Officer, will succeed Jean-Marc Germain as Chief Executive Officer and join the Board as a Director,
following Mr. Germain’s decision to retire from those roles at the end of 2025. This transition comes as a multi-year leadership succession planning, and Mr. Germain is expected to serve as Special Advisor to the Company’s Board of Directors and
Management in 2026.
“Ingrid is the ideal choice to lead Constellium’s development,” said Jean-Christophe Deslarzes, Chairman of the Board of Directors. “With more than
25 years of experience in the aluminum industry, including 10 years with Constellium, Ingrid combines deep industry expertise, proven operational excellence, and a strong commitment to our customers, employees, and shareholders. Over the last years,
and in particular as Chief Operating Officer overseeing all business units since 2023, Ingrid has contributed significantly to the development of the Company’s strategy and its long-term objectives. The Board looks forward to supporting her in this
next phase of Constellium’s journey.
On behalf of the Board, I would like to sincerely thank Jean-Marc for his outstanding leadership and dedication over nearly a decade. Under his
tenure, Constellium built a strong executive team, considerably reinforced its market and financial position, and delivered significant value to shareholders. He was instrumental in navigating many challenges, and under his direction, Constellium
built the resilience and strengths needed to face future uncertainties and seize new opportunities.”
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Media Contacts
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Investor Relations
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Communications
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Jason Hershiser
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Delphine Dahan-Kocher
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Phone: +1 443 988 0600
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Phone: +1 443 420 7860
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investor-relations@constellium.com
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delphine.dahan-kocher@constellium.com
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Jean-Marc Germain commented: “It has been an extraordinary honor to lead Constellium, to have the steadfast support of a strong management team and
of the Board, and to collaborate with such talented colleagues around the world. Together, we have built a stronger company, and I am deeply proud of what we have accomplished. Ingrid is an exceptional leader with the vision and experience to guide
Constellium forward, and I am confident she will take the company to even greater heights.”
“I am honored by the trust placed in me by the Board,” said Ingrid Joerg. “Over the past years, we have built and executed a strong growth strategy
for Constellium, which I am committed to carry forward. Together, with the support of our talented teams, we will continue to strengthen our partnerships with our customers, deliver innovative, sustainable solutions and create value for
shareholders.”
Ms. Joerg joined Constellium in 2015 as President, Aerospace and
Transportation business unit before being appointed Chief Operating Officer in 2023. She brings more than 25 years of experience in the aluminum industry.
About Constellium
Constellium (NYSE: CSTM) is a global sector leader that develops innovative, value-added aluminum products for a broad scope of markets and
applications, including aerospace, packaging and automotive. Constellium generated $7.3 billion of revenue in 2024.
www.constellium.com
Forward-looking statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27 of the
Securities Act, and Section 21E of the Securities Exchange Act. All forward-looking statements involve risks and uncertainties. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Readers are
referred to the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q for a discussion of these and other important risk factors
concerning the Company and its operations. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by law.
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