Centrus Energy Corp DEFR14A, filed May 1, 2023

Centrus Energy Corp (LEU)

DEFR14A 2023-05-01

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Added on October 19, 2026

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	Time and Date:			10:00 a.m., Eastern Daylight Time, Tuesday, June 20, 2023
	Place:			Online via live webcast. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/LEU2023
	Record Date:			April 24, 2023
	Voting:			Holders of our Class A common stock as of the record date are entitled to vote. Each share of Class A common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

				Board Vote Recommendation
	Election of seven directors			For
				all the director nominees
	Management proposals
	Advisory vote to advise the Board on the frequency of holding the advisory vote on the Company’s executive compensation			1 Year
	Advisory vote to approve the Company’s executive compensation			For
	Vote to approve the Section 382 Rights Agreement, as amended			For
	Ratification of Deloitte & Touche LLP as auditor for 2023			For
	Transact other business that properly comes before the meeting

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

	QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING					2
	PROPOSAL 1. ELECTION OF DIRECTORS					7
	NOMINEES FOR DIRECTOR					7
	OTHER DIRECTOR					12
	GOVERNANCE OF THE COMPANY					13
	Governance Information					13
	Our Governance Guidelines					13
	Executive Sessions of Non-Management Directors					13
	Communications with the Board of Directors					13
	Director Independence					13
	Criteria for Board Membership					14
	Voting Agreement					14
	Director Nominations by Stockholders					15
	Board Leadership Structure and Role in Risk Oversight					15
	Code of Business Conduct					15
	Transactions with Related Persons					16
	Stock Ownership Policies					16
	Corporate Governance Information					17
	Board and Committee Membership					17
	Audit and Finance Committee					18
	Compensation, Nominating & Governance Committee					18
	Compensation, Nominating & Governance Committee Interlocks and Insider Participation					19
	Technology, Competition and Regulatory Committee					19
	Executive Committee					19
	Compensation of Directors					19
	Non-Employee Director Compensation Arrangement					19
	Non-Employee Director Compensation for Fiscal Year 2022					20
	Our Executive Officers					21
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					23
	Security Ownership of Directors, Director Nominees and Executive Officers					23
	Security Ownership of Certain Beneficial Owners					24
	COMPENSATION DISCUSSION & ANALYSIS					25
	Executive Summary					25
	Setting Executive Compensation					28
	Elements of Executive Compensation					29
	Indirect Compensation					34
	Stock Ownership Policies					35
	Tax and Accounting Treatments of Elements of Compensation					36
	Recovery of Incentive Compensation					36
	Hedging and Pledging Prohibitions					36
	Risk Assessment of the Compensation Programs					36

	COMPENSATION, NOMINATING & GOVERNANCE COMMITTEE REPORT					37
	Summary Compensation Table – Fiscal Years 2020 – 2022					38
	CEO Employment Agreement					39
	Outstanding Equity Awards at Fiscal Year End December 31, 2022					40
	Potential Payments Upon Termination or Change in Control					42
	Payments Made Upon Termination					42
	Potential Payments Made Upon a Change in Control					42
	Payments upon Termination					43
	Equity Compensation Plan Information					45
	PROPOSAL 2. ADVISORY VOTE ON HOLDING THE FREQUENCY ON THE ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION					49
	PROPOSAL 3. ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION					50
	PROPOSAL 4. APPROVAL OF THE SECTION 382 RIGHTS AGREEMENT, AS AMENDED					51
	PROPOSAL 5. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS					56
	Audit Matters					57
	OTHER MATTERS					58
	Delinquent Section 16(a) Reports					58
	AUDIT AND FINANCE COMMITTEE REPORT					59
	DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER INFORMATION					60
	Date for Submission of Stockholder Proposals					60
	Other Matters					60
	Appendix A – Shareholder Rights Agreement and amendments					A-1
	Appendix B – Proposed Fifth Amendment to the Shareholder Rights Agreement					B-1

	Sincerely,

	Mikel H. Williams Chairman of the Board			Daniel B. Poneman President and Chief Executive Officer

				Mikel H. Williams			Director since 2013 Age 66
				Mr. Williams has served since 2016 as the CEO and a director of Targus International LLC, a leading global supplier of tech accessories and carrying cases for the mobile working lifestyle. Mr. Williams formerly served as the CEO and a director of JPS Industries, Inc., a special composite materials manufacturer, from 2013 until its sale in 2015. Prior to that, Mr. Williams was the CEO, President and Director of DDi Corporation, a leading provider of time-critical, technologically advanced electronics manufacturing services, from November 2005 until its sale in May 2012, and a Senior Vice President and Chief Financial Officer (“CFO”) of DDi from November 2004 to October 2005. Mr. Williams has also served in various management positions with several technology related companies in the manufacturing, telecommunications, and professional services industries. Mr. Williams also served on the board of directors of B. Riley Financial, Inc. until its purchase of Targus in October 2022. Mr. Williams formerly served on the board of directors of Tellabs, Inc., until it was sold in 2013; Lightbridge Communications Corp., until it was sold in February 2015; and Iteris, Inc., from 2011 through 2019. In recommending the election of Mr. Williams, the Board considered the following key competencies: Centrus leadership as current Chairman; CEO and CFO experience; advanced technology and manufacturing experience; and public company experience. Mr. Williams has served as Centrus’ Chairman since September 2014.

				William J. Madia			Director since 2008 Age 75
				Dr. Madia is a vice president emeritus at Stanford University where he was responsible for oversight of the SLAC National Accelerator Laboratory, a U.S. Department of Energy (“DOE”) national science lab. Dr. Madia retired from Stanford in October 2019. Dr. Madia is also president of Madia & Associates, Inc., an executive consulting services firm. Dr. Madia retired in 2007 as Executive Vice President of Laboratory Operations of the Battelle Memorial Institute, a non-profit independent research and development organization, where he oversaw the management or co-management of six DOE National Laboratories. Dr. Madia served in that position beginning in 1999. In addition, he was President and CEO of UT-Battelle, LLC, and Laboratory Director at both Pacific Northwest and Oak Ridge National Laboratories. He managed Battelle’s global environmental business, served as President of Battelle Technology International, President and Director of Battelle’s Columbus Laboratories, and Corporate Vice President and General Manager of Battelle’s Project Management Division. He currently serves as a board member at Type 1 Energy, a fusion startup. In recommending the election of Dr. Madia, the Board considered the following key competencies: science and technology experience, including a Ph.D. in nuclear chemistry; nuclear experience; DOE experience, including the management of six DOE laboratories; and executive and management experience.

				Daniel B. Poneman			Director since 2015 Age 67
				Mr. Poneman has been our President and CEO and a director of Centrus since March 23, 2015. From 2009 to 2014, Mr. Poneman was the Deputy Secretary of Energy, also serving as the chief operating officer of the U.S. Department of Energy. Between April 23, 2013 and May 21, 2013, Mr. Poneman served as Acting Secretary of Energy. Prior to assuming his duties as Deputy Secretary, Mr. Poneman served as a principal of the Scowcroft Group for eight years, providing strategic advice to corporations in a variety of strategic industries. In addition, for eight years he practiced law as a partner at Hogan & Hartson and as an associate at Covington & Burling, advising clients on regulatory and policy matters. In prior tours of government, he served as a White House Fellow and as Director of Defense Policy and Arms Control at the National Security Council. From 1993 through 1996 he was Special Assistant to the President and Senior Director for Nonproliferation and Export Controls at the National Security Council. Mr. Poneman is a Senior Fellow at the Belfer Center for Science and International Affairs at the Harvard Kennedy School, a Distinguished Fellow at the Paulson Institute, and a member of the Council on Foreign Relations. He has published four books, most recently Double Jeopardy: Combating Nuclear Terror and Climate Change (MIT Press, 2019). In 2020, he served as commissioner on the National Commission on Grid Resilience. In recommending the election of Mr. Poneman, the Board considered the following key competencies: current service as Centrus CEO; energy experience; government and contracting experience; and nuclear and defense experience.

				Neil S. Subin			Director since 2017 Age 59
				Mr. Subin serves as Chief Investment Officer for MILFAM, a single-family office exclusively managing the assets of the Miller family. Previously, Mr. Subin was the Chairman of Broadbill Investment Partners, LLC, a private investment management firm focused on distressed and special situations investments. Prior to Broadbill, he was the founder and Managing Director of Trendex Capital Management Corp., a private investment advisor focusing primarily on financially distressed companies. Mr. Subin serves on other boards of directors, including those of Alimco Financial Corp. and DynTek Inc. Mr. Subin has held numerous other board seats, including on the boards of directors of Penn Treaty American Corp., PHAZR Inc., FiberTower Corp., Phosphate Holdings, Inc. and Institutional Financial Markets, Inc. In recommending the election of Mr. Subin, the Board considered the following key competencies: finance experience; and public company experience.

				Tina W. Jonas			Director since 2020 Age 63
				Ms. Jonas is an executive with a distinguished career in government and in the private sector. Ms. Jonas is currently an independent consultant and serves on several boards in the defense and aerospace sectors. Prior to becoming an independent consultant, Ms. Jonas served as an executive with UnitedHealth Group, as President of UnitedHealthcare, Military and Veterans, and as Senior Vice President, Operations for Optum, from 2012 to 2014. A recognized expert in military and defense issues, she served more than two decades in government including as Undersecretary of Defense (Chief Financial Officer/Comptroller) for the Department of Defense, from 2004 to 2008. Her corporate experience included serving as a director of operations with United Technologies Corp (NYSE; UTX), Sikorsky Aircraft, from 2008 to 2010. In recommending the election of Ms. Jonas, the Board considered the following key competencies: financial experience, energy experience; government and contracting experience; and nuclear and defense experience.

				Kirkland H. Donald			Director since 2021 Age 69
				Adm. Donald served as a nuclear trained submarine officer for 37 years, ultimately commanding at every level including serving as Commander, Submarine Forces responsible for the staffing, equipping and readiness of a fleet of nearly 75 nuclear powered ships deployed throughout the world, achieving the rank of Admiral. His last assignment in the Navy was a successful eight-year term as the Director, Naval Nuclear Propulsion Program. This is a dual agency program responsible to the United States Departments of Defense and Energy for the safe and effective operation of all nuclear-powered warships and supporting infrastructure and staffing and is recognized worldwide for excellence in reactor safety and reliability. Following retirement in 2013, Admiral Donald joined Systems Planning and Analysis, Inc. of Alexandria, VA and served as President and Chief Executive Officer until 2015. He currently serves on several boards providing expertise in the fields of regulatory compliance, energy, national security, technology risk management, cybersecurity, consequence management, human resources, finance and leadership. His public board service includes: • Entergy Corporation (nuclear utility) — Finance Committee and Chairman of the Nuclear Committee. • HII, Inc. (naval shipbuilding) — Chairman of the Board, Finance Committee, Cybersecurity Committee. Additionally, Admiral Donald serves on the following private/non-profit boards: • Battelle (technology research and development) — Chairman. • CyberCore Technologies (supply chain security solutions). He also supports the Committee on Foreign Investment in the United States and the Defense Counterintelligence and Security Agency as a Security Monitor for LANXESS Corporation and as an Outside Director and Government Security Committee Member for Rolls-Royce North America and Sauer Compressors USA. In recommending the election of Admiral Donald, the Board considered the following key competencies: nuclear and defense experience; energy and utility experience; government and contracting experience; public company experience; and executive and management experience.

				Bradley J. Sawatzke			Director since 2021 Age 64
				Mr. Sawatzke was appointed CEO of Energy Northwest in April 2018 and retired in June 2021. He previously served as Chief Operating Officer/Chief Nuclear Officer from December 2014 through March 2018, with responsibility for all Energy Northwest generating units. He joined Energy Northwest as Vice President of Nuclear Generation/Chief Nuclear Officer in December 2010. Mr. Sawatzke also serves on the Institute of Nuclear Power Operations Accrediting board and Association of Washington Business Technical board. Mr. Sawatzke holds a Bachelor of Science in Applied Reactor Physics from Winona State University and is a graduate of the Harvard Advanced Management Training Program. In recommending the election of Mr. Sawatzke the Board considered the following key competencies: nuclear industry experience; energy and utility experience; public company experience; and executive and management experience.

				Tetsuo Iguchi			Director since 2017 Age 56
				Mr. Iguchi is Senior Vice President of Government & Industry Relations and General Manager of the Washington D.C. office of Toshiba America, Inc. Mr. Iguchi previously was assigned to the Overseas Sales and Marketing Department for the Nuclear Division and served as one of the Mount Fuji project team members working for Fukushima Daiichi restoration efforts. In July 2012, he was appointed Assistant General Manager of the Corporate Government & External Relations Division. He transferred to Toshiba America Inc. as Vice President for Government and Industry Relations and Deputy General Manager of the Washington, D.C. office in January 2013 and was Visiting Fellow for the Center for Strategic and International Studies.

Form of Compensation	Amount
Board annual cash retainer(1)		$	72,000
Restricted stock unit grant(2)		$	100,000(5)
Chairman fees(3)
Board		$	100,000
Audit and Finance Committee		$	15,000
CN&G Committee		$	15,000
Technology, Competition and Regulatory Committee		$	50,000
Committee annual cash retainer(4)		$	10,000

Name(1)	Fees Earned or Paid in Cash ($)			Stock Awards(2) ($)			All Other Compensation(3) ($)			Total ($)
Kirkland H. Donald		$	92,000		$	99,987.60			—		$	191,987.60
W. Thomas Jagodinski		$	97,000		$	99,987.60			—		$	196,987.60
Tina W. Jonas		$	107,000		$	99,987.60			—		$	206,987.60
William J. Madia		$	142,000		$	99,987.60		$	388,000.00		$	629,987.60
Bradley J. Sawatzke		$	92,000		$	99,987.60			—		$	191,987.60
Neil S. Subin		$	82,000		$	99,987.60			—		$	181,987.60
Mikel H. Williams		$	182,000		$	99,987.60			—		$	281,987.60

Name	Grant Date		Number of Restricted Stock Units		Grant Date Fair Value ($)
Kirkland H. Donald		08/05/22		2,577		99,987.60
W. Thomas Jagodinski		08/05/22		2,577		99,987.60
Tina W. Jonas		08/05/22		2,577		99,987.60
William J. Madia		08/05/22		2,577		99,987.60
Bradley J. Sawatzke		08/05/22		2,577		99,987.60
Neil S. Subin		08/05/22		2,577		99,987.60
Mikel H. Williams		08/05/22		2,577		99,987.60

		Objective				How We Implement Our Objectives
		Compensation should be aligned with stockholders’ interests.				• Strong incentives to maximize long-term value for our stakeholders. • Long-term stock ownership by executives and performance incentives provides ongoing alignment.
		Compensation should support our business strategy and objectives.				• Reward successful execution of our business plan by linking performance goals directly to our business plan. • Stretch performance goals encourage innovation by executives while not encouraging excessive risk-taking.
		Compensation should be structured to pay for performance.				• A substantial portion of the total compensation opportunity is variable and dependent upon the individual’s and the Company’s performance. • 2022 realized compensation was above target opportunity compensation.
		Compensation opportunities should be market competitive.				• Compensation and benefits programs are designed to provide competitive compensation relative to the labor markets for our executives while maintaining fiscal responsibility for our stockholders. • Target total direct opportunity compensation is intended to approximate the 50th percentile of the market. • From time to time, individual executives may be positioned above or below the 50th percentile, as appropriate, based on a combination of factors such as criticality of the role, market demand, individual performance and/or retention risk, among others.
		Compensation and benefits programs should encourage short-term and long-term retention.				• Our compensation and benefits programs are intended to encourage retention and reward continuity of service, which is particularly important due to the unique skill sets of our executives. • Short-term retention is also important due to the challenges currently facing our business.

Company	Most Recently Reported 12-Month Revenues ($M)			Current Balance Sheet Assets ($M)			Capital Intensity (Assets divided by Revenues)		6/28/2021 Market Capitalization ($M)
AAR Corp.		$	1,631		$	1,643		1.0		$	1,346
Aerojet Rocketdyne Holdings, Inc.		$	2,093		$	2,364		1.1		$	3,787
AeroVironment, Inc.		$	395		$	929		2.4		$	2,710
AerSale Corporation		$	210		$	400		1.9		$	519
Air Industries Group		$	50		$	57		1.1		$	40
Astronics Corporation		$	451		$	606		1.3		$	525
BWX Technologies, Inc.		$	2,110		$	2,352		1.1		$	5,551
Byrna Technologies Inc.		$	38		$	22		0.6		$	465
CPI Aerostructures, Inc.		$	88		$	50		0.6		$	40
Curtiss-Wright Corporation		$	2,387		$	3,981		1.7		$	4,894
Ducommun Incorporated		$	613		$	826		1.3		$	637
Fission Uranium Corp.		$	0		$	281		—		$	298
Fluor Corporation		$	14,909		$	7,021		0.5		$	2,551
HEICO Corporation		$	1,697		$	3,595		2.1		$	17,929
Hexcel Corporation		$	1,272		$	2,894		2.3		$	5,190
Kratos Defense & Security Solutions, Inc.		$	773		$	1,565		2.0		$	3,381
Lightbridge Corporation		$	0		$	16		—		$	45
Moog Inc.		$	2,785		$	3,406		1.2		$	2,738
NV5 Global, Inc.		$	647		$	896		1.4		$	1,418
PAE Incorporated		$	2,846		$	1,828		0.6		$	823
Parsons Corporation		$	3,823		$	3,865		1.0		$	4,085
RADA Electronic Industries Ltd.		$	86		$	170		2.0		$	592
TAT Technologies Ltd.		$	69		$	115		1.7		$	53
Uranium Energy Corp.		$	0		$	164		—		$	609
Oriental Non-Ferrous Resources Development Inc.		$	0		$	16		—		$	50
Williams Industrial Services Group Inc.		$	264		$	108		0.4		$	145

Name	Age	Position
Daniel B. Poneman	67	President and Chief Executive Officer
Larry B. Cutlip	63	Senior Vice President, Field Operations
John M.A. Donelson	58	Senior Vice President and Chief Marketing Officer
Kevin J. Harrill	46	Controller and Chief Accounting Officer
Dennis J. Scott	63	Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
Philip O. Strawbridge	68	Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

Name and Principal Position	Fiscal Year		Salary(1)(6)			Bonus		Stock Awards(2)			Option Awards		Non-Equity Incentive Plan Compensation(3)			Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4)			All Other Compensation(5)			Total
Daniel B. Poneman President and CEO		2022		$	750,000		—		$	249,987		—		$	957,375			—		$	96,514		$	2,053,876
		2021		$	750,000		—		$	250,017		—		$	1,019,938			—		$	77,334		$	2,097,289
		2020		$	750,000		—		$	285,941		—		$	1,027,575			—		$	76,001		$	2,139,517
Philip O. Strawbridge Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer		2022		$	607,192		—			—		—		$	980,685			—		$	58,523		$	1,646,400
		2021		$	575,000		—			—		—		$	727,950			—		$	42,256		$	1,345,206
		2020		$	575,000		—			—		—		$	524,239			—		$	39,949		$	1,139,188
John M.A. Donelson Senior Vice President, Sales & Chief Marketing Officer		2022		$	355,865		—		$	118,624		—		$	272,557			—		$	39,411		$	786,457
		2021		$	355,865		—		$	118,636		—		$	311,246			—		$	27,194		$	812,941
		2020		$	355,865		—		$	135,674		—		$	322,399		$	323,804		$	26,240		$	1,163,982
Dennis J. Scott Senior Vice President, Chief Compliance Officer and Corporate Secretary		2022		$	290,000		—		$	96,652		—		$	257,520			—		$	41,266		$	685,438
Larry B. Cutlip Senior Vice President, Field Operations		2022		$	320,000		—		$	106,661		—		$	326,784			—		$	42,409		$	795,854

			Estimated future payouts under non-equity incentive plan awards						Estimated future payouts under equity incentive plan awards							All other stock awards: Number of shares of stock or units (#)		All other option awards: Number of securities underlying options (#)		Exercise or base price of option awards ($/Sh)		Grant date fair value of stock and option awards(1)
Name and Principle Position	Grant Dates		Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)			Maximum ($)(2)						Exercise or base price of option awards ($/Sh)		Grant date fair value of stock and option awards(1)
Daniel B. Poneman President and CEO		02/16/22		N/A		N/A		N/A		N/A		$	249,987		—		7,418		—		—		$	249,987
Daniel B. Poneman President and CEO		03/31/23										$	249,982				5,853						$	249,982
Philip O. Strawbridge Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer		—		—		—		—		—			—		—		—		—		—			—

John M.A. Donelson Senior Vice President, Sales & Chief Marketing Officer		02/16/22		N/A		N/A		N/A		N/A		$	118,624		—		3,520		—		—		$	118,624
		03/31/23										$	118,606				2,777						$	118,606
Dennis J. Scott Senior Vice President, Chief Compliance Officer and Corporate Secretary		02/16/22		N/A		N/A		N/A		N/A		$	96,652		—		2,868		—		—		$	96,652
		03/31/23										$	96,653				2,263						$	96,653
Larry B. Cutlip Senior Vice President, Field Operations		02/16/22		N/A		N/A		N/A		N/A		$	106,661		—		3,165		—		—		$	106,661
Larry B. Cutlip Senior Vice President, Field Operations		03/31/23										$	106,647				2,497						$	106,647

					Options							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Exercise Price ($)			Options Expiration Date		Number of Shares, Units of Other Rights That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units of Other Rights That Have Not Vested		Equity Incentive Plan Market Value of Unearned Shares, Units of Other Rights That Have Not Vested ($)(1)
Daniel B. Poneman		96,000		—		$	4.37		03/26/26		—		—		73,519		$	2,140,413
Philip O. Strawbridge		—		—			—		—		—		—		—			—
John M.A. Donelson		—		—			—		—		—		—		34,884		$	1,015,605
Dennis J. Scott		—		—			—		—		—		—		28,426		$	827,589
Larry B. Cutlip		—		—			—		—		—		—		29,107		$	844,740

	Option Awards					Stock Awards
Name and Principle Position	Number of shares acquired on exercise (#)		Value realized on exercise ($)			Number of shares acquired on vesting (#)		Value realized on vesting ($)
Daniel B. Poneman President and CEO		48,000		$	1,523,515		39,557		$	1,333,071
Philip O. Strawbridge Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer		—			—		—			—
John M.A. Donelson Senior Vice President, Sales & Chief Marketing Officer		—			—		18,769		$	632,515
Dennis J. Scott Senior Vice President, Chief Compliance Officer and Corporate Secretary		—			—		15,295		$	515,442
Larry B. Cutlip Senior Vice President, Field Operations		—			—		15,295		$	515,442

Name and Principle Position	Plan name	Number of years credited service (#)		Present value of accumulated benefit ($)			Payments during last fiscal year ($)
Daniel B. Poneman President and CEO	N/A		N/A			N/A		N/A
Philip O. Strawbridge Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer	N/A		N/A			N/A		N/A
John M.A. Donelson Senior Vice President, Sales & Chief Marketing Officer	Centrus Pension Plan		27.3		$	652,788		—
	Pension Restoration Plan		27.3		$	1,096,304		—
Dennis J. Scott Senior Vice President, Chief Compliance Officer and Corporate Secretary	Centrus Pension Plan		28.9		$	847,343		—
Larry B. Cutlip Senior Vice President, Field Operations	Centrus Pension Plan		41.6		$	586,456		—
Larry B. Cutlip Senior Vice President, Field Operations	Enrichment Plan		41.6		$	792,518		—

Name and Principle Position	Voluntary Termination			Retirement(1)			Involuntary Not for Cause Termination			Involuntary For Cause Termination			Involuntary or Good Reason Termination (Change in Control)			Death or Disability
Daniel B. Poneman
Severance Payments(2)		$	1,735,954		$	1,735,954		$	4,735,954			—		$	4,735,954		$	1,735,954
Equity Awards
Retirement Plans
280G Gross-up
Continuing Benefits(3)			—			—		$	69,032			—		$	69,032			—
Philip O. Strawbridge
Severance Payments(2)		$	589,000		$	589,000		$	1,808,960			—		$	3,617,920		$	589,000
Equity Awards
Retirement Plans
280G Gross-up
Continuing Benefits(3)			—			—		$	39,227			—		$	78,454			—
John M.A. Donelson
Severance Payments(2)		$	560,396		$	560,396		$	1,129,780			—		$	1,699,164		$	560,396
Equity Awards
Retirement Plans		$	1,901,842		$	1,901,842		$	1,901,842		$	1,901,842		$	1,901,842		$	1,048,504
280G Gross-up
Continuing Benefits(3)			—			—		$	35,322			—		$	70,644			—
Dennis J. Scott
Severance Payments(2)		$	504,085		$	504,085		$	1,026,085			—		$	1,548,085		$	504,396
Equity Awards
Retirement Plans		$	847,343		$	847,343		$	847,343		$	847,343		$	847,343		$	422,702
280G Gross-up
Continuing Benefits(3)			—			—		$	41,238			—		$	82,477			—
Larry B. Cutlip
Severance Payments(2)		$	551,279		$	551,279		$	1,127,279			—		$	1,703,279		$	551,279
Equity Awards
Retirement Plans		$	1,378,974		$	1,378,974		$	1,378,974		$	1,378,974		$	1,378,974		$	716,424
280G Gross-up
Continuing Benefits(3)			—			—		$	32,591			—		$	65,182			—

Year	Summary Compensation Table Total for PEO ($)			Compensation Actually Paid to PEO ($)(1)			Average Summary Compensation Total from Non-PEO NEOs ($)			Average Compensation Actually Paid to Non-PEO NEOs ($)			Value of Initial Fixed $100 Investment Based on:						Net Income ($)			Company- Selected Measure(4)
Year	Summary Compensation Table Total for PEO ($)			Compensation Actually Paid to PEO ($)(1)			Average Summary Compensation Total from Non-PEO NEOs ($)			Average Compensation Actually Paid to Non-PEO NEOs ($)			Total Stockholder Return ($)(2)			Peer Group Total Stockholder Return ($)(3)			Net Income ($)			Company- Selected Measure(4)
2022		$	2,053,876		$	267,187		$	978,537		$	354,454		$	472		$	104		$	52		$	294
2021		$	2,097,289		$	4,604,349		$	1,079,074		$	2,812,351		$	725		$	109		$	175		$	298
2020		$	2,139,517		$	4,991,181		$	1,151,585		$	2,430,721		$	336		$	106		$	54		$	247

Type of Fee	Amount Billed For Year Ended December 31, 2022			Amount Billed For Year Ended December 31, 2021
	(In thousands)			(In thousands)
Audit Fees(1)		$	1,571		$	1,465
Audit-Related Fees			—			—
Tax Fees(2)		$	67		$	74
All Other Fees(3)		$	4		$	3
Total		$	1,643		$	1,542

	SECTION 1. Certain Definitions					A-1
	SECTION 2. Appointment of Rights Agent					A-9
	SECTION 3. Issue of Rights and Right Certificates					A-9
	SECTION 4. Form of Right Certificates					A-11
	SECTION 5. Execution, Countersignature and Registration					A-12
	SECTION 6. Transfer, Split-Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Uncertificated Rights					A-12
	SECTION 7. Exercise of Rights; Expiration Date of Rights					A-13
	SECTION 8. Cancellation and Destruction of Right Certificates					A-14
	SECTION 9. Reservation and Availability of Preferred Shares					A-15
	SECTION 10. Preferred Shares Record Date					A-15
	SECTION 11. Adjustments in Rights After There Is an Acquiring Person; Exchange of Rights for Shares; Business Combinations					A-16
	SECTION 12. Certain Adjustments					A-20
	SECTION 13. Certificate of Adjustment					A-20
	SECTION 14. Additional Covenants					A-21
	SECTION 15. Fractional Rights and Fractional Shares					A-21
	SECTION 16. Rights of Action					A-22
	SECTION 17. Transfer and Ownership of Rights and Right Certificates					A-23
	SECTION 18. Right Certificate Holder Not Deemed a Stockholder					A-23
	SECTION 19. Concerning the Rights Agent					A-23
	SECTION 20. Merger or Consolidation or Change of Name of Rights Agent					A-24
	SECTION 21. Duties of Rights Agent					A-24
	SECTION 22. Change of Rights Agent					A-27
	SECTION 23. Issuance of Additional Rights and Right Certificates					A-28
	SECTION 24. Redemption and Termination					A-28
	SECTION 25. Notices					A-28
	SECTION 26. Supplements and Amendments					A-29
	SECTION 27. Successors					A-29
	SECTION 28. Benefits of Rights Agreement; Determinations and Actions by the Board, etc					A-29
	SECTION 29. Severability					A-30
	SECTION 30. Governing Law					A-30
	SECTION 31. Counterparts; Effectiveness					A-30
	SECTION 32. Descriptive Headings					A-31
	SECTION 33. Force Majeure					A-31
	SECTION 34.Process to Seek Exemption					A-31
	SECTION 35.Tax Benefits Review					A-31
	SECTION 36. Bank Account(s)					A-32
	SECTION 37.Confidentiality					A-32
	SECTION 38.Customer Identification Program					A-32