CENTRUS ENERGY CORP appointed Amir Vexler as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On November 20, 2023, Centrus Energy Corp. (the "Company") announced the transition of Chief Executive Officer from Daniel B. Poneman to Amir Vexler effective January 1, 2024. Mr. Poneman's departure does not result from any disagreement with the Company on any matters relating to the Company's operations, policies or practices.


In connection with the above, on November 16, 2023, the Board of Directors (the "Board") of the Company appointed Amir Vexler, age 50, to succeed Mr. Poneman as Chief Executive Officer of the Company, effective January 1, 2024. In this capacity, Mr. Vexler will also serve as the Company's principal executive officer for purposes of all applicable rules, regulations and forms of the Securities and Exchange Commission. Mr. Vexler is expected to serve as an employee of the Company from December 4, 2023 until his appointment as Chief Executive Officer is effective on January 1, 2024. Prior to joining the Company, Mr. Vexler served as President and Chief Executive Officer of Orano USA, overseeing Orano's U.S. sales of nuclear fuel, decommissioning services, used nuclear fuel management, and medical isotopes as well as engineering and technology services for the federal government, from April 2021 and President of Orano TN from December 2019. Prior to joining Orano TN, Mr. Vexler spent 20 years at General Electric Company, where he served in various leadership positions, most recently as Chief Executive Officer of Global Nuclear Fuel, a joint venture of General Electric Company and Hitachi. Mr. Vexler earned a Bachelor of Applied Science degree in Mechanical Engineering from the University of Toronto and a Master's degree in Business Administration from Wilfrid Laurier University.


Mr. Vexler's annual base salary for his service as Chief Executive Officer of the Company is expected to be $810,000 annually. Mr. Vexler also will be eligible to participate in the Company's 2022 Executive Incentive Plan (the "EIP"), with an annual target bonus equal to 100% of Mr. Vexler's base salary, which may be as much as 125% or as little as 0% of Mr. Vexler's base salary, based on attainment of certain Company goals. The Company may elect to pay up to 10% of any annual bonus awarded to Mr. Vexler in fully vested shares of Common Stock pursuant to an applicable Company equity plan. Commencing in calendar year 2024, Mr. Vexler will be eligible to receive a long-term incentive cash award with a target award of 33% of Mr. Vexler's base salary in accordance with the terms and conditions of the EIP. In connection with his appointment, Mr. Vexler will also receive a grant of 20,000 of the Company's restricted stock units, which will vest in five equal annual installments beginning on December 4, 2024. Mr. Vexler is also expected to participate in the Company's Executive Severance Benefits Plan and will be eligible to participate in the Company's benefit plans that are available to executive officers of the Company generally.


There is no arrangement or understanding with any person pursuant to which Mr. Vexler is being appointed as Chief Executive Officer. There are no family relationships between Mr. Vexler and any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.