Board Justification

Our executive compensation program is built on a strong governance framework and pay-for- performance philosophy. Our program is a combination of base salary and annual and long-term incentives based on performance goals that are key to the long-term profitability and financial health of the Company. A long-term equity denominated incentive that aligns compensation with the return to stockholders as reflected in the share price of the Company’s Class A common stock is an integral part of the program.

Board Justification

In 2024, each participant was eligible to receive an Annual Award, payable in cash, if certain Company-wide goals determined by the CN&G Committee (the “Corporate Goals”) were met for 2024. A participant’s target Annual Award is a percentage of the participant’s base salary. The potential actual Annual Award is subject to, and based upon, the level of achievement of the applicable Corporate Goals.

Board Justification

For Mr. Vexler, the amount shown in the All Other Compensation column for 2024 includes $24,150 in Company matching contributions made under the Centrus 401(k) plan and $803 in life insurance premiums paid by the Company.

Board Justification

The preceding table sets forth information regarding the value realized by each of the Company’s named executive officers upon the exercise of options and vesting of restricted stock units for fiscal year 2024.