SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

NOTE 22 - SHARE-BASED COMPENSATION

Description of the plans

The Group’s share-based compensation plan is the Constellium SE 2013 Equity Incentive Plan (the “Plan”). The principal

purposes of the Plan are to focus its officers and employees on business performance to help create shareholder value, to

encourage innovative approaches to the business of the Group and to encourage ownership of its ordinary shares by officers and

employees. The Plan is also intended to recognize and retain our key employees needed to sustain and ensure our future and

business competitiveness.

The Plan was approved by the Company’s Board of Directors in 2013 and provides for a variety of awards, including

Performance-Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs). The shareholders meeting of the

Company held on May 11, 2021 authorized the free allocation of 6,800,000 shares (existing or to be issued) under the Plan (this

authorization expired on July 10, 2024). The shareholders meeting of the Company held on May 2, 2024, authorized the free

allocation of 6,000,000 shares (existing or to be issued) under the Plan. This shareholders’ authorization is valid until July 1,

2027.

Performance-Based Restricted Stock Units (equity-settled)

The Company has periodically granted PSUs to selected employees of the Group and to the Chief Executive Officer.

These units vest after three years from the grant date if the following conditions are met:

•A vesting condition under which the beneficiaries must be continuously employed by or at the service of the

Group through the end of the vesting period; and

•A performance condition, contingent on the TSR performance of Constellium shares over the vesting period

compared to the TSR of specified indices. PSUs will ultimately vest based on a vesting multiplier which ranges

from 0% to 200%.

The PSUs granted in April 2019 achieved a TSR performance of 200%. These PSUs vested in April 2022 and 1,849,268

shares were delivered to beneficiaries.

The PSUs granted in April 2020 achieved a TSR performance of 174%. These PSUs vested in April 2023 and 1,701,233

shares were delivered to beneficiaries.

The PSUs granted in May 2021 achieved a TSR performance of 152%. These PSUs vested in May 2024 and 864,792

shares were delivered to beneficiaries.

During the year ended December 31, 2024, the Company granted 600,268 PSUs to selected employees of the Group and to

the Chief Executive Officer. The fair value of PSU awards with performance and service conditions is estimated using the value

of Constellium SE’s ordinary shares on the date of grant. The fair value of PSU awards with market conditions is estimated

using a Monte Carlo simulation model on the date of grant.

The following table lists the inputs to the valuation model used for the PSUs granted during the year ended December 31,

2024 and 2023 respectively:


	2024 PSUs	2023 PSUs
Fair value at grant date (in dollars)	27.14	22.73
Share price at grant date (in dollars)	19.82	16.06
Dividend yield	—	—
Expected volatility (A)	44%	67%
Risk-free interest rate (US government bond yield)	4.46%	4.56%
Model used	Monte Carlo	Monte Carlo

(A)Volatilities for the Company and companies included in indices were estimated based on observed historical volatilities over a period

equal to the PSU vesting period.

Restricted Stock Units (equity-settled)

The Company has periodically granted RSUs to selected employees of the Group and to the Chief Executive Officer. These

units vest after three years from the grant date if the beneficiaries remain continuously employed by or at the service of the

Group through the end of the vesting period.

During the year ended December 31, 2024, the Company granted 545,477 RSUs to selected employees of the Group and the

Chief Executive Officer subject to the beneficiaries remaining continuously employed by or at the service of the Group from the

grant date to the end of the three-year vesting period. The fair value of the RSUs awarded is $19.82, being the quoted market

price at grant date.

Expense recognized during the year

The fair value of the award is determined based on the price of the Company’s ordinary shares on the grant date and the

related share-based compensation expense is recognized over the vesting period on a straight-line basis.The total share-based

compensation for the year ended December 31, 2024, 2023 and 2022 amounted to $25 million, $22 million and $18 million,

respectively.

Movement of potential shares


	Performance-Based RSU		Restricted Stock Units
	Potential Shares	Weighted-Average Grant-Date Fair Value per Share	Potential Shares	Weighted-Average Grant-Date Fair Value per Share
At January 1, 2024	1,797,179	$24.95	1,664,370	$17.17
Granted (A)	600,268	$27.14	545,477	$19.82
Over-performance (B)	297,335	$26.58	—	$—
Vested	(864,792)	$26.58	(473,952)	$16.91
Forfeited (C)	(49,157)	$24.80	(68,084)	$17.85
At December 31, 2024	1,780,833	$25.18	1,667,811	$18.08

(A)For PSUs, the number of potential shares granted is presented using a vesting multiplier of 100%.

(B)When the achievement of TSR performance exceeds the vesting multiplier of 100%, the additional potential shares are presented as

over-performance shares.

(C)For potential shares related to PSUs, 49,157 were forfeited following the departure of certain beneficiaries and none were forfeited in

relation to the non-fulfilment of performance conditions.

During the year ended December 31, 2023, the Company granted 701,976 RSUs and 701,945 PSUs with a grant fair

value of $16.13 and $22.73, respectively. During the year ended December 31, 2022, the Company granted 556,360 RSUs and

603,023 PSUs with a grant fair value of $18.81 and $26.05, respectively.

Fair values of vested RSUs and PSUs amounted to $21 million for the year ended December 31, 2024, and $11 million,

$16 million for the years ended December 31, 2023 and 2022, respectively. They are excluded from the Statement of Cash

flows as non-cash financing activities.

As of December 31, 2024, unrecognized compensation expense related to the RSUs was $12 million, which will be

recognized over the remaining weighted average vesting period of 1.8 years and unrecognized compensation expense related to

the PSUs was $18 million, which will be recognized over the remaining weighted average vesting period of 1.8 years.