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Pay vs Performance Disclosure
€ in Millions
 12 Months Ended
Dec. 31, 2024
USD ($)
EUR (€)
$ / €
Dec. 31, 2023
USD ($)
$ / €
Dec. 31, 2023
EUR (€)
$ / €
Dec. 31, 2022
USD ($)
EUR (€)
$ / €
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
The following table presents information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company's principal executive officer (“PEO”) and non-PEO Named Executive Officers (the “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Human Resources Committee does not utilize CAP as the basis for recommending compensation decisions to the Board of Directors. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our “Compensation Discussion & Analysis.”

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total
for PEO(1)
 
 
Compensation
Actually Paid
to PEO(2)
 
 
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(3)
 
 
Average
Compensation
Actually Paid
to Non-PEO
NEOs(3) (4)
 
 
Value of Initial
Fixed $100
Investment Based
On:
 
 
Company
Net Income
($M)(7)
 
 
EPA
Adjusted
EBITDA
($M)(8)
 
Company
TSR(5)
 
 
Index
TSR(6)
 
(a)
 
 
(b)
 
 
(c)
 
 
(d)
 
 
(e)
 
 
(f)
 
 
(g)
 
 
(h)
 
 
(i)
2024
 
 
8,881,752
 
 
(6,235,444)
 
 
2,210,067
 
 
(198,956)
 
 
$57
 
 
$110
 
 
$60
 
 
$587
2023
 
 
9,962,993
 
 
23,041,552
 
 
2,782,785
 
 
4,450,187
 
 
$111
 
 
$110
 
 
$157
 
 
$756
2022
 
 
8,939,010
 
 
(3,430,929)
 
 
2,607,284
 
 
216,040
 
 
$66
 
 
$93
 
 
$315
 
 
$707
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Jean-Marc Germain (our PEO) for each corresponding year in the “Total” column of the “Summary Compensation Table for 2024.”
(2)
The dollar amounts reported in column (c) represent the amount of CAP for Mr. Germain for each corresponding year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to Mr. Germain during the applicable year. As computed in accordance with Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Germain’s total compensation for each year to determine the CAP values for Mr. Germain:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
SCT
Total for
CEO
 
 
Minus SCT
Change in
Pension
Value for
CEO
 
 
Plus
Pension
Value
Service
Cost
 
 
Minus SCT
Equity for
CEO
 
 
Plus
(Minus)
EOY Fair
Value of
Equity
Awards
Granted
During
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
 
 
Plus
(Minus)
Change
from BOY
to EOY in
Fair Value
of Awards
Granted in
Any Prior
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
 
 
Plus
(Minus)
Change in
Fair Value
from BOY
to Vesting
Date of
Awards
Granted in
Any Prior
Fiscal Year
that Vested
During the
Fiscal Year
 
 
CEO CAP
2024
 
 
$8,881,752
 
 
$0
 
 
$0
 
 
$6,915,992
 
 
$1,192,474
 
 
($9,595,771)
 
 
$202,093
 
 
($6,235,444)
2023
 
 
$9,962,993
 
 
$0
 
 
$0
 
 
$6,452,077
 
 
$8,989,200
 
 
 $ 7,431,950
 
 
$3,109,486
 
 
 $ 23,041,552
2022
 
 
$8,939,010
 
 
$0
 
 
$0
 
 
$5,662,557
 
 
$2,453,831
 
 
($9,573,067)
 
 
$411,854
 
 
($3,430,929)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3)
Reflects compensation amounts reported for the non-PEO NEOs, in the Summary Compensation Table, who were as follows:

 
 
 
 
 
 
 
2024
 
 
2023
 
 
2022
Jack Guo
 
 
Jack Guo
 
 
Peter Matt
Ingrid Joerg
 
 
Ingrid Joerg
 
 
Ingrid Joerg
Phillipe Hoffman
 
 
Phillipe Hoffman
 
 
Phillipe Hoffman
Ryan Jurkovic
 
 
Ryan Jurkovic
 
 
Ryan Jurkovic
 
 
 
 
 
 
 
(4)
The dollar amounts reported in column (e) represent the amount of CAP for the non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to these executive officers during the applicable year. As computed in accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO NEOs’ total compensation for each year to determine the compensation actually paid:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
SCT
Total for
Average
Other
NEOs
 
 
Minus SCT
Change in
Pension
Value for
Average
Other
NEOs
 
 
Plus
Pension
Value
Service
Cost
 
 
Minus SCT
Equity for
Average
Other
NEOs
 
 
Plus
(Minus)
EOY Fair
Value of
Equity
Awards
Granted
During
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
 
 
Plus
(Minus)
Change
from BOY
to EOY in
Fair Value
of Awards
Granted in
Any Prior
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
 
 
Plus
(Minus)
Change in
Fair Value
from BOY
to Vesting
Date of
Awards
Granted in
Any Prior
Fiscal Year
that Vested
During the
Fiscal Year
 
 
Average
Other
NEOs CAP
2024
 
 
$2,210,067
 
 
($94,505)
 
 
$11,769
 
 
$1,132,487
 
 
$394,237
 
 
($1,614,630)
 
 
$26,593
 
 
($198,956)
2023
 
 
$2,782,785
 
 
($104,288)
 
 
$10,166
 
 
$1,311,430
 
 
$1,774,887
 
 
 $ 995,469
 
 
$302,598
 
 
 $ 4,450,187
2022
 
 
$2,607,284
 
 
 $0
 
 
$11,797
 
 
$1,187,029
 
 
$529,669
 
 
($1,818,052)
 
 
$72,371
 
 
 $ 216,040
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement periods (beginning on December 31, 2021 and ending on December 31 of 2022, 2023, and 2024, respectively) determined in accordance with Item 402(v) of Regulation S-K, assuming dividend reinvestment, and the difference between Constellium’s ordinary share price at the end and the beginning of the measurement periods by Constellium’s ordinary share price at the beginning of the measurement period.
(6)
Reflects total shareholder return indexed to $100 for the S&P 600 Materials Index (“Peer Group TSR”), which is an industry line peer group reported for the year ended December 31, 2024, and assuming reinvestment of all dividends, where applicable.
(7)
The dollar amounts reported represent the amount of net income (in millions) under U.S. GAAP reflected in Constellium’s 10-K filed on February 28, 2025.
(8)
We determined EPA Adjusted EBITDA is the “company-selected measure” (as previously defined). EPA Adjusted EBITDA is a non-GAAP measure and as previously disclosed in “Compensation Discussion and Analysis—Elements of Executive Compensation” was set in euros and under IFRS. For fiscal years 2024, 2023, and 2022, the EPA Adjusted EBITDA were respectively €542, €699 and €673 respectively. In fiscal year 2023, for the purposes of EPA payout calculations, an adjustment of €13.8 was made to the company EPA Adjusted EBITDA of €713, resulting in EPA Adjusted EBITDA of €699. The column reflects the EPA Adjusted EBITDA converted from EUR to USD using the average exchange rate for the respective years (1 euro to 1.0821 USD in fiscal year 2024; 1 euro to 1.0810 USD in FY23; and 1 euro to 1.507 USD in FY22). The rates are sourced from European Central Bank. The numbers as presented in the table use actual figures and not rounded figures.
     
Company Selected Measure Name EPA Adjusted EBITDA      
Named Executive Officers, Footnote
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Jean-Marc Germain (our PEO) for each corresponding year in the “Total” column of the “Summary Compensation Table for 2024.”
(3)
Reflects compensation amounts reported for the non-PEO NEOs, in the Summary Compensation Table, who were as follows:

 
 
 
 
 
 
 
2024
 
 
2023
 
 
2022
Jack Guo
 
 
Jack Guo
 
 
Peter Matt
Ingrid Joerg
 
 
Ingrid Joerg
 
 
Ingrid Joerg
Phillipe Hoffman
 
 
Phillipe Hoffman
 
 
Phillipe Hoffman
Ryan Jurkovic
 
 
Ryan Jurkovic
 
 
Ryan Jurkovic
 
 
 
 
 
 
 
     
Peer Group Issuers, Footnote
(6)
Reflects total shareholder return indexed to $100 for the S&P 600 Materials Index (“Peer Group TSR”), which is an industry line peer group reported for the year ended December 31, 2024, and assuming reinvestment of all dividends, where applicable.
     
PEO Total Compensation Amount $ 8,881,752 $ 9,962,993   $ 8,939,010
PEO Actually Paid Compensation Amount $ (6,235,444) 23,041,552   (3,430,929)
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in column (c) represent the amount of CAP for Mr. Germain for each corresponding year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to Mr. Germain during the applicable year. As computed in accordance with Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Germain’s total compensation for each year to determine the CAP values for Mr. Germain:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
SCT
Total for
CEO
 
 
Minus SCT
Change in
Pension
Value for
CEO
 
 
Plus
Pension
Value
Service
Cost
 
 
Minus SCT
Equity for
CEO
 
 
Plus
(Minus)
EOY Fair
Value of
Equity
Awards
Granted
During
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
 
 
Plus
(Minus)
Change
from BOY
to EOY in
Fair Value
of Awards
Granted in
Any Prior
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
 
 
Plus
(Minus)
Change in
Fair Value
from BOY
to Vesting
Date of
Awards
Granted in
Any Prior
Fiscal Year
that Vested
During the
Fiscal Year
 
 
CEO CAP
2024
 
 
$8,881,752
 
 
$0
 
 
$0
 
 
$6,915,992
 
 
$1,192,474
 
 
($9,595,771)
 
 
$202,093
 
 
($6,235,444)
2023
 
 
$9,962,993
 
 
$0
 
 
$0
 
 
$6,452,077
 
 
$8,989,200
 
 
 $ 7,431,950
 
 
$3,109,486
 
 
 $ 23,041,552
2022
 
 
$8,939,010
 
 
$0
 
 
$0
 
 
$5,662,557
 
 
$2,453,831
 
 
($9,573,067)
 
 
$411,854
 
 
($3,430,929)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     
Non-PEO NEO Average Total Compensation Amount $ 2,210,067 2,782,785   2,607,284
Non-PEO NEO Average Compensation Actually Paid Amount $ (198,956) 4,450,187   216,040
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The dollar amounts reported in column (e) represent the amount of CAP for the non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to these executive officers during the applicable year. As computed in accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO NEOs’ total compensation for each year to determine the compensation actually paid:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
SCT
Total for
Average
Other
NEOs
 
 
Minus SCT
Change in
Pension
Value for
Average
Other
NEOs
 
 
Plus
Pension
Value
Service
Cost
 
 
Minus SCT
Equity for
Average
Other
NEOs
 
 
Plus
(Minus)
EOY Fair
Value of
Equity
Awards
Granted
During
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
 
 
Plus
(Minus)
Change
from BOY
to EOY in
Fair Value
of Awards
Granted in
Any Prior
Fiscal Year
that are
Outstanding
and
Unvested at
EOY
 
 
Plus
(Minus)
Change in
Fair Value
from BOY
to Vesting
Date of
Awards
Granted in
Any Prior
Fiscal Year
that Vested
During the
Fiscal Year
 
 
Average
Other
NEOs CAP
2024
 
 
$2,210,067
 
 
($94,505)
 
 
$11,769
 
 
$1,132,487
 
 
$394,237
 
 
($1,614,630)
 
 
$26,593
 
 
($198,956)
2023
 
 
$2,782,785
 
 
($104,288)
 
 
$10,166
 
 
$1,311,430
 
 
$1,774,887
 
 
 $ 995,469
 
 
$302,598
 
 
 $ 4,450,187
2022
 
 
$2,607,284
 
 
 $0
 
 
$11,797
 
 
$1,187,029
 
 
$529,669
 
 
($1,818,052)
 
 
$72,371
 
 
 $ 216,040
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     
Compensation Actually Paid vs. Total Shareholder Return
The graphs below illustrate the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the PEO and non-PEO NEOs. For reference, Summary Compensation Table total compensation values for each year are also shown. As the graphs below illustrate, CAP amounts for our PEO and other NEOs are generally aligned with the Company’s TSR. The graph below also illustrates the relationship between our TSR and the Peer Group TSR.
graphic
 
     
Compensation Actually Paid vs. Net Income
graphic
 
      
Compensation Actually Paid vs. Company Selected Measure
graphic
 
      
Total Shareholder Return Vs Peer Group
The graphs below illustrate the relationship between our TSR and the Peer Group TSR, as well as the relationship between CAP and our TSR for the PEO and non-PEO NEOs. For reference, Summary Compensation Table total compensation values for each year are also shown. As the graphs below illustrate, CAP amounts for our PEO and other NEOs are generally aligned with the Company’s TSR. The graph below also illustrates the relationship between our TSR and the Peer Group TSR.
graphic
 
     
Tabular List, Table
TABULAR LIST OF CONSTELLIUM'S MOST IMPORTANT METRICS THAT LINK COMPENSATION ACTUALLY PAID TO THE PEO AND OTHER NEOS
The following table identifies the most important financial performance measures used to link the Compensation Actually Paid to our PEO and non-PEO NEOs in 2024 to company performance. The role of each of these performance measures on our Named Executive Officers' compensation is discussed in “Compensation Discussion and Analysis” above.

 
 
 
 
EPA Adjusted EBITDA
 
 
EPA Adjusted Free Cash Flow
 
 
Relative Total Shareholder Return vs. S&P SmallCap 600
Materials Index and S&P MidCap 400 Materials Index
 
 
 
 
     
Total Shareholder Return Amount $ 57 111   66
Peer Group Total Shareholder Return Amount 110 110   93
Net Income $ 60,000,000 $ 157,000,000   $ 315,000,000
Company Selected Measure Amount 542.0 756,000,000 699.0 673.0
Adjustment to Company Selected Measure Amount | €     € (13.8)  
Company Selected Measure Amount Before Adjustment | €     € 713.0  
Exchange Rate | $ / € 1.0821 1.081 1.081 1.507
PEO Name Mr. Jean-Marc Germain Mr. Jean-Marc Germain Mr. Jean-Marc Germain Mr. Jean-Marc Germain
Measure [Axis]: 1        
Pay vs Performance Disclosure        
Name EPA Adjusted EBITDA      
Non-GAAP Measure Description
(8)
We determined EPA Adjusted EBITDA is the “company-selected measure” (as previously defined). EPA Adjusted EBITDA is a non-GAAP measure and as previously disclosed in “Compensation Discussion and Analysis—Elements of Executive Compensation” was set in euros and under IFRS. For fiscal years 2024, 2023, and 2022, the EPA Adjusted EBITDA were respectively €542, €699 and €673 respectively. In fiscal year 2023, for the purposes of EPA payout calculations, an adjustment of €13.8 was made to the company EPA Adjusted EBITDA of €713, resulting in EPA Adjusted EBITDA of €699. The column reflects the EPA Adjusted EBITDA converted from EUR to USD using the average exchange rate for the respective years (1 euro to 1.0821 USD in fiscal year 2024; 1 euro to 1.0810 USD in FY23; and 1 euro to 1.507 USD in FY22). The rates are sourced from European Central Bank. The numbers as presented in the table use actual figures and not rounded figures.
     
Measure [Axis]: 2        
Pay vs Performance Disclosure        
Name EPA Adjusted Free Cash Flow      
Measure [Axis]: 3        
Pay vs Performance Disclosure        
Name Relative Total Shareholder Return vs. S&P SmallCap 600 Materials Index and S&P MidCap 400 Materials Index      
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0   $ 0
PEO | Aggregate Pension Adjustments Service Cost        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0   0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (6,915,992) (6,452,077)   (5,662,557)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,192,474 8,989,200   2,453,831
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (9,595,771) 7,431,950   (9,573,067)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 202,093 3,109,486   411,854
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (94,505) (104,288)   0
Non-PEO NEO | Aggregate Pension Adjustments Service Cost        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,769 10,166   11,797
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,132,487) (1,311,430)   (1,187,029)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 394,237 1,774,887   529,669
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,614,630) 995,469   (1,818,052)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 26,593 $ 302,598   $ 72,371