Pay Versus Performance

As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to align pay with performance, retain talent, and drive stockholder value through programs and practices that incorporate sound policies and best practices. The following table sets forth additional compensation information for our NEOs, calculated in accordance with 402(v) of SEC Regulation S-K. While SCT total compensation values and Compensation Actually Paid (CAP) values are shown together in the below table, they are calculated differently. The SCT compensation values include the accounting fair value of equity awards granted in the year shown (at the time the grant was made), whereas CAP values include a revaluation of current year grants at year-end, plus the change in the fair value of multiple years of historical equity grants, valued at different times during the year. As CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in our stock price, and therefore, may be higher or lower than the SCT compensation values.


2024 PAY VERSUS PERFORMANCE
Year (a)	Summary Compensation Table Total for PEO (Mr. Oplinger) (b)(1)		Summary Compensation Table Total for PEO (Mr. Harvey) (b)(1)		Compensation Actually Paid to PEO (Mr. Oplinger)1 (c)(1)(2)		Compensation Actually Paid to PEO (Mr. Harvey)1 (c)(1)(2)			Average Summary Compensation Table Total for Non- PEO Named Executive Officers (d)(1)			Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(1)(2)		Value of Initial Fixed $100 Investment Based On							Adjusted EBITDA Excluding Special Items— Non- Normalized (i)(4) (in millions)
Year (a)					Compensation Actually Paid to PEO (Mr. Oplinger)1 (c)(1)(2)		Compensation Actually Paid to PEO (Mr. Harvey)1 (c)(1)(2)																			Total Stockholder Return (f)(3)	Peer Group Total Stockholder Return (g)(3)	Net Income (Loss) (h) (in millions)
2024	$	13,495,263	$	—	$	16,943,357	$	—			$	3,543,639	$	4,331,603	$	181.56	$	208.99	$	24				$	1,589
2023	$	4,706,433	$	14,554,320	$	2,178,580	$	5,644,646			$	1,970,208	$	849,879	$	161.49	$	218.23	$	(773)			$	536
2022		—	$	12,837,409	$	—	$	(1,408,893	)		$	2,594,429	$	1,375,931	$	213.42	$	178.99	$	38			$	2,224
2021		—	$	15,960,369	$	—	$	71,515,331			$	3,334,351	$	20,684,920	$	277.59	$	157.75	$	570			$	2,763
2020		—	$	13,280,808	$	—	$	14,328,818			$	3,273,590	$	4,786,085	$	107.16	$	116.44	$	(14	)		$	1,151

(1)

William F. Oplinger served as our principal executive officer (“PEO”) from September 24, 2023 through December 31, 2024. Roy C. Harvey served as our PEO from January 1, 2023 through September 24, 2023 and for the full year for each of 2022, 2021, and 2020. For 2024, our non-PEO NEOs included Molly S. Beerman, Matthew T. Reed, Renato Bacchi, and Andrew Hastings. For 2023, our non-PEO NEOs included Mses. Beerman, Tammi A. Jones and Kelly R. Thomas, and Messrs. Bacchi, Hastings, and Jeffrey D. Heeter. For 2022, our non-PEO NEOs included Messrs. Oplinger, John Slaven, Heeter, and Ms. Thomas. For 2021, our non-PEO NEOs included Messrs. Oplinger, Slaven, Timothy Reyes, and Heeter. For 2020, our non-PEO NEOs included Messrs. Oplinger, Slaven, Reyes, and Heeter.

(2)

For 2024, the value included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively:


William F. Oplinger (PEO)		2024
Summary Compensation Table Total for PEO (Mr. Oplinger) (column (b))	$	13,495,263
- aggregate change in actuarial present value of pension benefits	$	0
+ service cost of pension benefits	$	0
+ prior service cost of pension benefits	$	0
- SCT “Stock Awards” column value	$	9,013,167
SCT “Option Awards” column value	$	0
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end	$	12,567,422
+/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end	$	119,413
+ vesting date fair value of equity awards granted and vested in the covered year	$	0
+/- change in fair value of equity awards granted in prior years that vested in the covered year	$	(367,301)
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year	$	0
+ dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year	$	141,727
+ excess fair value for equity award modifications	$	0
Compensation Actually Paid to PEO (Mr. Oplinger) (column (c))	$	16,943,357


AVERAGE FOR NON-PEO NEOS		2024
Average SCT Total for Non-PEO NEOs (column (d))	$	3,543,639
- aggregate change in actuarial present value of pension benefits	$	0
+ service cost of pension benefits	$	0
+ prior service cost of pension benefits	$	0
- SCT “Stock Awards” column value	$	1,884,931
- SCT “Option Awards” column value	$	0
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end	$	2,628,238
+/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end	$	63,058
+ vesting date fair value of equity awards granted and vested in the covered year	$	0
+/- change in fair value of equity awards granted in prior years that vested in the covered year	$	(51,569)
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year	$	0
+ dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year	$	33,168
+ excess fair value for equity award modifications	$	0
Average Compensation Actually Paid to Non-PEO NEOs (column (e))	$	4,331,603

(3)

Total stockholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total stockholder return based on a deemed fixed investment of $100 at market close on December 31, 2019 and in accordance with Items 201(e) and 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, our peer group is the S&P Metals and Mining Select Industry Index (the “PvP Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

(4)

Please see “Attachment A—Additional Information Regarding Performance Measures” for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Named Executive Officers, Footnote

(1)

William F. Oplinger served as our principal executive officer (“PEO”) from September 24, 2023 through December 31, 2024. Roy C. Harvey served as our PEO from January 1, 2023 through September 24, 2023 and for the full year for each of 2022, 2021, and 2020. For 2024, our non-PEO NEOs included Molly S. Beerman, Matthew T. Reed, Renato Bacchi, and Andrew Hastings. For 2023, our non-PEO NEOs included Mses. Beerman, Tammi A. Jones and Kelly R. Thomas, and Messrs. Bacchi, Hastings, and Jeffrey D. Heeter. For 2022, our non-PEO NEOs included Messrs. Oplinger, John Slaven, Heeter, and Ms. Thomas. For 2021, our non-PEO NEOs included Messrs. Oplinger, Slaven, Timothy Reyes, and Heeter. For 2020, our non-PEO NEOs included Messrs. Oplinger, Slaven, Reyes, and Heeter.

Adjustment To PEO Compensation, Footnote

(2)

For 2024, the value included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively:


William F. Oplinger (PEO)		2024
Summary Compensation Table Total for PEO (Mr. Oplinger) (column (b))	$	13,495,263
- aggregate change in actuarial present value of pension benefits	$	0
+ service cost of pension benefits	$	0
+ prior service cost of pension benefits	$	0
- SCT “Stock Awards” column value	$	9,013,167
SCT “Option Awards” column value	$	0
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end	$	12,567,422
+/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end	$	119,413
+ vesting date fair value of equity awards granted and vested in the covered year	$	0
+/- change in fair value of equity awards granted in prior years that vested in the covered year	$	(367,301)
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year	$	0
+ dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year	$	141,727
+ excess fair value for equity award modifications	$	0
Compensation Actually Paid to PEO (Mr. Oplinger) (column (c))	$	16,943,357

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,331,603

849,879

1,375,931

20,684,920

4,786,085

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

        Tabular List
The following table lists the financial performance measures that we believe represent the most important financial performance measures we use to link compensation actually paid to our NEOs for fiscal 2024 to our performance:

        Adj. EBITDA excluding special items (non-normalized) 

       

        Relative Total Shareholder Return 

       

        Average Return on Equity 

       

        Free Cash Flow (normalized)

       

Peer Group Total Shareholder Return Amount

208.99

218.23

178.99

157.75

116.44

Company Selected Measure Amount

1,589,000,000

536,000,000

2,224,000,000

2,763,000,000

1,151,000,000