☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Exact name of registrant as specified in its charter)

Canada						98-0442987
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
3560 Lenox Road, Suite 2000 Atlanta, GA						30326
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (404) 760-4000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☒   No  ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

☒

Smaller reporting company

¨

Emerging growth company

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨ 

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

DOCUMENTS INCORPORATED BY REFERENCE: None

This section provides a discussion of the background and objectives of our compensation programs for our named executive officers and other senior management employees. Our named executive officers are determined in accordance with rules of the SEC.

Named Executive Officer						Title
Steven Fisher						President and Chief Executive Officer
Devinder Ahuja						Senior Vice President, Chief Financial Officer
Sachin Satpute						Senior Vice President and President, Novelis Asia
HR Shashikant						Senior Vice President, Chief Human Resources Officer
Marco Palmieri						Senior Vice President and Chief Integration Officer

For executive compensation benchmarking purposes, we focus on large global companies that have a substantial corporate presence in the southeastern United States with whom Novelis may compete for executive talent, as well as other major companies in the manufacturing and materials sectors having revenues in excess of $2 billion. The companies that comprise our peer group may change from year to year as a result of merger and acquisition activity or revenue growth of relevant companies that moves such companies into consideration. The peer group considered in management’s most recent compensation competitive analysis consisted of the following companies:

Air Products & Chemicals Inc.			International Paper Company			Southern Company
Alcoa Corp			Linde PLC			Steel Dynamics
Altria Group Inc.			Newell Brands Inc.			United States Steel Corp
Arconic Corp			Nucor Corporation			WestRock Company
Eastman Chemical Co			PPG Industries Inc.
Genuine Parts Co			Reliance Steel & Aluminum Co

•Provide Total Cash and Total Direct Compensation Opportunities that are Competitive: To enable us to attract, motivate and retain qualified executives to build long-term shareholder value, total cash compensation (base pay plus annual short-term incentives) and total direct compensation (total cash compensation plus the value of long-term incentives) should be targeted at levels to be market competitive and also be appropriately positioned within the Company to ensure internal equity based on the scope and complexity of the role as it is designed at the Company.

•A Substantial Portion of Total Direct Compensation Should be at Risk Because it is Performance-Based: We believe an executive’s actual compensation should be linked directly to the Company’s financial performance and each individual’s personal contribution. Consequently, a substantial portion of an executive’s total direct compensation should be at risk, with amounts that are paid dependent on actual performance against pre-established objectives for both the individual and financial goals of the Company. The portion of an individual’s total direct compensation that is based upon these performance objectives and financial goals should increase as the individual’s business responsibilities and job scope increase. Additionally, performance that exceeds target goals should be appropriately rewarded and aligned with prevalent market practices.

•A Substantial Portion of Total Direct Compensation Should be Delivered in the Form of Long-Term Performance Based Awards: We believe a long-term stake in the sustained financial performance of Novelis effectively aligns executive and shareholder interests and provides motivation for enhancing shareholder value.

Base Pay. Based on market practices, we believe it is appropriate that a minimum portion of total direct compensation be provided in a form that is fixed and recognizes individual responsibilities, experience and performance. Any changes in base salaries are generally effective July 1, unless an executive is promoted or assumes a new role during the fiscal year.

Short-Term (Annual) Cash Incentives. We believe that an annual incentive opportunity is necessary to attract, retain and reward our executives. Our philosophy concerning annual incentive program design for executives is based on the guiding values below:

•Annual incentives should be directly linked with and clearly communicate the strategic priorities approved by our board of directors.

•Annual incentives should be primarily weighted on the achievement of Company-wide financial goals.

•Annual incentives should be at-risk, and there should be a minimum financial performance threshold that must be attained to receive any payout.

•Performance goals should be sufficiently ambitious to drive enterprise value creation but also be based on metrics that executives can meaningfully influence over the annual time frame, and payouts should not be concentrated on a single metric.

•Annual incentives (as a percent of base salary) should be comparable with opportunity payouts of executives in other benchmark companies or industries.

•The Committee retains the discretion to adjust, up or down, annual incentives earned based on Company financial performance or business uncertainties that may arise in a particular fiscal year as well as the Committee’s subjective assessment of individual performance.

•Target and maximum payout opportunities for the financial and safety metrics were reduced by one-half (50% of historic norms).

•Minimum threshold performance was waived in view of the reduction in targeted and maximum payout opportunities.

•The performance metric weightings were modified by reducing the weighting on EBITDA; increasing the weighting on operating cash flow; and adding an additional five percent weighting to individual performance. There was no change in the weighting for the global safety metric.

Long-Term Incentives. We believe a long-term incentive program that comprises a substantial portion of each executive’s total direct compensation opportunity is necessary to reward our executives and is consistent with market practices. Our philosophy concerning long-term incentive design for executives is based on the guiding values below:

•Long-term incentives should motivate achievement of long-term strategic and financial goals and incentivize actions that are intended to create sustainable value for our shareholder.

•Long-term incentives should be designed to retain valuable executive talent.

•Long-term incentives should create a clear and understandable platform for wealth creation that is tied closely with the long-term performance of Novelis and our shareholder.

•A majority of the long-term incentive award value should be at risk and tied to financial performance.

•Vesting schedules should span several years to reward long-term service.

•The value of long-term incentives as a percent of salary should be competitive with opportunity payouts of executives in other benchmark companies or industries.

Employee Benefits. Our named executive officers are eligible to participate in our broad-based retirement, health and welfare, and other employee benefit plans on the same basis as other Company employees. In addition to these broad-based plans, some of our named executive officers may be eligible for certain non-qualified retirement benefits, which are designed to provide levels of retirement benefits that are limited under broad-based retirement plan caps mandated by certain regulatory restrictions. Our named executive officers are also eligible for certain personal benefits, such as a car allowance, club memberships and tax preparation services, which we may provide through an executive flexible allowance for use at the discretion of the executive. We do not view our executive personal benefits as a significant element of our overall compensation structure. See the All Other Compensation column and related footnotes to the Summary Compensation Table for further information about personal benefits.

Change in Control Severance. Each of our named executive officers, except Mr. Palmieri, is a participant in the Novelis Inc. Change in Control Severance Plan (the "CIC Plan"). The Plan was adopted effective July 1, 2018 and replaced any individual agreements previously in place. Under the CIC Plan, the executive will be entitled to certain payments and benefits if the executive’s employment is terminated by the Company without cause, or by the executive for good reason, within three months before or 24 months following a change in control of the Company. The change in control severance payment under the CIC Plan is equal to 2.0 times the executive’s total cash compensation and is paid payable in a lump sum within 30 days following an executive’s termination of employment. The CIC Plan also provides that the executive will receive (i) payment of the executive’s target short-term incentive (prorated, as applicable) for the year of termination; (ii) a payment to assist with post-employment medical coverage equal to 24 months of the full premium of the executive’s then-current level of coverage; (iii) continuation of coverage under the Company’s group life insurance plan for a period of 24 months; and (iv) 24 months of additional credit for benefit accrual or contribution purposes and accelerated vesting, if applicable, under our retirement plans.

Severance Compensation Arrangements. We have entered into severance arrangements with Mr. Fisher, Mr. Ahuja and Mr. Palmieri, which provide that the executive will be entitled to certain payments and benefits if his employment is terminated by the Company without cause. Severance amounts are payable in a lump sum. Each agreement also contains a noncompetition and non-solicitation provision, which prohibits the executive from competing with us or soliciting our customers, suppliers or employees for a period of 24 months. An executive may be required to sign a general release of claims against the Company as a condition to receiving the payments and benefits described above. See the Potential Payments Upon Termination or Change in Control table below for further information.

•An appropriate balance between short-term and long-term incentive compensation with multiple time horizons;

•Short-term incentives that require minimum financial performance to achieve any payouts and also have a maximum payout limitation;

•Short-term incentive payouts that are tied to multiple performance factors with no one performance factor having excessive weighting;

•Long-term incentives with multi-year vesting schedules, which reward employees for long-term performance;

•Goals that are not unreasonable and that are approved by the Committee on an annual basis and goals with no excessive payout opportunities at certain performance levels that may encourage short-term decisions and actions to meet payout thresholds;

•Oversight of the compensation programs by the Committee and multiple functions within the Company and at various levels within the functions to gain different viewpoints and prevent a small number of people to be exclusively involved in compensation decisions; and

•Advice from expert outside advisors regarding the design of the compensation program.

The table below sets forth information regarding compensation for our named executive officers for fiscal year 2021 and the two prior fiscal years, as applicable. Any amounts paid to our named executive officers in a foreign currency are reflected in the table below and elsewhere in U.S. dollars as adjusted by the March 31, 2021 exchange rate.

Name						Fiscal Year						Salary ($)						Bonus ($)						Stock Awards ($)(1)						Options Awards ($)(1)						Non-Equity Incentive Plan Compensation ($)									Change in Pension Value ($)						All Other Compensation ($)(7)									Total Compensation ($)
Steven Fisher						2021						1,050,000						—						1,590,000						1,060,000						4,880,730(2)									—						293,218									8,873,948
						2020						1,035,577						—						1,440,000						1,460,000						5,030,096									—						280,734									9,246,407
						2019						971,154						—						1,050,000						1,200,000						9,211,068									—						654,373									13,086,595
Devinder Ahuja						2021						620,000						—						300,000						200,000						1,143,994(3)									—						157,386									2,421,380
						2020						608,461						—						300,000						200,000						1,204,598									—						226,482									2,539,541
						2019						562,692						—						204,000						136,000						1,163,812									—						276,992									2,343,496
Sachin Satpute						2021						406,275						—						180,000						120,000						772,269(4)									42,534						823,071									2,344,149
						2020						367,337						—						180,000						120,000						782,162									39,434						607,553									2,096,486
HR Shashikant						2021						487,198						—						210,000						140,000						810,600(5)									—						561,202									2,209,000
Marco Palmieri						2021						530,449						—						228,000						152,000						1,174,440(6)									—						138,622									2,223,511
						2020						525,993						—						228,000						152,000						1,210,643									—						289,884									2,406,520
						2019						510,673						—						228,000						152,000						2,729,747									—						519,887									4,140,307

_________________________ 

(1)These amounts reflect Hindalco RSUs and Hindalco SARs granted under our LTIP.

(2)This amount includes the cash awards Mr. Fisher earned as follows: $1,640,730 under the 2021 AIP and $3,240,000 for the Novelis PUs granted under our 2018 LTIP.

(3)This amount includes the cash awards Mr. Ahuja earned as follows: $643,994 under the 2021 AIP and $500,000 for the Novelis PUs granted under our 2018 LTIP.

(4)This amount includes the cash awards Mr. Satpute earned as follows: $292,269 under the 2021 AIP and $480,000 for the Novelis PUs granted under our 2018 LTIP.

(5)This amount includes the cash awards Mr. Shashikant earned as follows: $360,600 under the 2021 AIP and $450,000 for the Novelis PUs granted under our 2018 LTIP.

(6)This amount includes the cash awards Mr. Palmieri earned as follows: $414,440 under the 2021 AIP and $760,000 for the Novelis PUs granted under our 2018 LTIP.

(7)The amounts shown in this column reflect the values from the table below.

All Other Compensation Table

Name						Company Contribution to Defined Contribution Plans and Nonqualified Plans ($)						Group Life Insurance ($)(1)						Relocation, Assignee and Housing Related Payments ($)						Other Perquisites and Personal Benefits ($)						Other Payments ($)						Total ($)
Steven Fisher						226,726						5,526						—						60,966(4)						—						293,218
Devinder Ahuja						103,265						3,426						—						50,695(5)						—						157,386
Sachin Satpute						—						—						797,085(2)						25,986(6)						—						823,071
HR Shashikant						72,320						2,579						410,227(3)						76,076(7)						—						561,202
Marco Palmieri						82,148						2,933						—						53,541(8)						—						138,622

________________________

(1)This amount represents additional Company-paid life insurance for named executive officers beyond the regular employee coverage.

(2)This amount includes $131,011 for expatriate expenses and $665,074 related to tax payments for foreign assignment.

(3)This amount includes $156,271 for expatriate expenses and $253,956 related to tax payments for foreign assignment.

(4)This amount includes $60,000 executive flexible allowance. The remaining amount is for a home security system.

(5)This amount includes $50,000 executive flexible allowance. The remaining amount is for a home security system.

(6)This amount includes $23,291 for auto lease and $2,695 for other compensation related to assignment.

(7)This amount includes $33,785 executive flexible allowance, $22,900 for tax planning & preparation for individual tax return and $18,512 for auto lease. The remaining amount is for a home security system.

(8)This amount includes $50,000 executive flexible allowance. The remaining amount is comprised of payments for a home security system and executive physical.

The table below sets forth information regarding grants of plan-based awards made to our named executive officers during fiscal year 2021.

Name						Grant Date						Estimated Future Payout Under Non-Equity Incentive Plan Awards																		All Other Stock Awards: Number of Shares or Stock Units						All Other Option Awards: Number of Securities Underlying Options						Award Type						Exercise or Base Price of Option Awards ($/Sh)						Grant Date Fair value of stock and Option Awards
												Threshold ($)						Target ($)						Maximum ($)
Steven Fisher						5/6/2020						—						819,000						1,638,000						—						—						AIP						—						—
						5/6/2020						—						—						—						1,440,000						—						Hindalco RSU						—						1,440,000
						5/6/2020						—						—						—						—						1,460,000						Hindalco SAR						1.56						1,460,000
						5/6/2020						1,200,000						2,400,000						4,800,000						—						—						Novelis PU						—						—
Devinder Ahuja						5/6/2020						—						316,200						632,400						—						—						AIP						—						—
						5/6/2020						—						—						—						300,000						—						Hindalco RSU						—						300,000
						5/6/2020						—						—						—						—						200,000						Hindalco SAR						1.56						200,000
						5/6/2020						250,000						500,000						1,000,000						—						—						Novelis PU						—						—
Sachin Satpute						5/6/2020						—						145,891						291,782						—						—						AIP						—						—
						5/6/2020						—						—						—						180,000						—						Hindalco RSU						—						180,000
						5/6/2020						—						—						—						—						120,000						Hindalco SAR						1.56						120,000
						5/6/2020						150,000						300,000						600,000						—						—						Novelis PU						—						—
HR Shashikant						5/6/2020						—						180,000						360,000						—						—						AIP						—						—
						5/6/2020						—						—						—						210,000						—						Hindalco RSU						—						210,000
						5/6/2020						—						—						—						—						140,000						Hindalco SAR						1.56						140,000
						5/6/2020						175,000						350,000						700,000						—						—						Novelis PU						—						—
Marco Palmieri						5/6/2020						—						206,876						413,751						—						—						AIP						—						—
						5/6/2020						—						—						—						228,000						—						Hindalco RSU						—						228,000
						5/6/2020						—						—						—						—						152,000						Hindalco SAR						1.56						152,000
						5/6/2020						190,000						380,000						760,000						—						—						Novelis PU						—						—

Outstanding Equity Awards as of March 31, 2021

												Hindalco Options																								Hindalco RSUs
Name						LTIP Year						Number of Securities Underlying Unexercised Options # Exercisable						Number of Securities Underlying Unexercised Options # Unexercisable						Option Exercise  Price ($)						Option Expiration Date						Number of Shares or Units of Stock That Have Not Vested						Market Value of Shares or Units of Stock That Have Not Vested ($)
Steven Fisher						2021						—						2,411,660						1.56						May 6, 2027						922,906						4,004,810
						2020						417,863						835,725						2.87						May 6, 2026						334,656						1,585,477
						2019						547,008						273,504						3.46						May 2, 2025						101,230						497,702
Devinder Ahuja						2021						—						330,365						1.56						May 6, 2027						192,273						834,339
						2020						57,242						114,483						2.87						May 6, 2026						69,720						330,308
						2019						61,996						30,996						3.46						May 2, 2025						19,668						96,699
						2018						24,157						—						2.92						May 5, 2024						—						—
HR Shashikant						2021						—						231,256						1.56						May 6, 2027						134,591						584,037
						2020						34,345						68,690						2.87						May 6, 2026						41,832						198,185
						2019						45,584						22,792						3.46						May 2, 2025						14,461						71,098
						2018						65,225						—						2.92						May 5, 2024						—						—
						2017						40,284						—						1.37						May 5, 2023						—						—
Marco Palmieri						2021						—						251,077						1.56						May 6, 2027						146,127						634,096
						2020						—						87,007						2.87						May 6, 2026						52,987						251,033
						2019						—						34,644						3.46						May 2, 2025						21,981						108,071
Sachin Satpute						2021						—						198,219						1.56						May 6, 2027						115,364						500,605
						2020						34,345						68,690						2.87						May 6, 2026						41,832						198,185
						2019						50,144						25,070						3.46						May 2, 2025						15,908						78,212

The table below sets forth the information regarding stock options that were exercised and stock awards that were settled during the fiscal year.

						Options Awards												Stock Awards
Name						Number of Shares Acquired on Exercise, but Settled in Cash						Value Realized on Exercise ($)						Number of Shares Acquired on Vesting, but Settled in Cash						Value Realized on Vesting ($)
Steven Fisher						1,663,246						3,832,891						379,578						668,536
Devinder Ahuja						97,642						197,819						71,661						125,761
Sachin Satpute						105,829						202,136						53,271						94,063
HR Shashikant						64,147						90,001						50,797						89,608
Marco Palmieri						383,826						587,869						74,516						131,949

The table below sets forth information regarding the present value as of March 31, 2021 of the accumulated benefits of our named executive officers under our defined benefit pension plans (both qualified and non-qualified).

Name

Plan Name

Change in Pension Value ($)

Number of Years of Credited Service

Present Value of Accumulated Benefit ($)

Payments During Last Fiscal Year ($)

Sachin Satpute

Asia Defined Benefits

42,534

4.58

163,623

—

This table summarizes contributions and earnings under our Defined Contribution Supplemental Executive Retirement Plan for fiscal year 2021. The plan is an unfunded, non-qualified defined contribution plan for U.S. tax purposes. The plan provides eligible executives with the opportunity to voluntarily defer, on a pre-tax basis, a portion of their base salary and annual incentive pay that otherwise may not be deferred under the Company’s tax-qualified savings plan due to limitations under the U.S. Internal Revenue Code. The plan also provides eligible U.S. executives with Company non-elective and matching contribution credits which they are restricted from receiving under the tax-qualified savings plan due to those same limitations.

Name						Elective Contributions in Last Fiscal Year ($)						Employer Contributions in Last Fiscal Year ($)						Aggregate Earnings in Last Fiscal Year ($)						Aggregate Withdrawals/ Distributions ($)						Aggregate Balance at Last Fiscal Year End ($)
Steven Fisher						—						199,870						594,093						328,654						1,921,952
Devinder Ahuja						—						81,890						121,112						—						371,333

This section provides an estimate of the payments and benefits that would be paid to certain of our named executive officers as of March 31, 2021, upon voluntary termination or involuntary termination of employment without cause. This section, however, does not reflect any payments or benefits that would be paid to our salaried employees generally, including for example accrued salary and vacation pay; regular retirement plan benefits; or normal retirement, death or disability benefits. See Employment-Related Agreements above for a discussion of the change in control, severance compensation and retention agreements for our named executive officers.

Name						Type of Payment						Voluntary Termination by Executive ($)						Termination by us without Cause ($)						Termination in Connection with CIC by us without Cause or by Executive for Good Reason ($)						Death or Disability ($)
Steven Fisher						Short-Term Incentive Pay(2)						819,000						819,000						819,000						819,000
						Long-Term Incentive Plan(3)						1,579,131						12,886,549						17,794,284						17,794,284
						Severance(4)						—						3,000,000						4,830,000						—
						Retirement plans(5)						—						226,726						453,451						—
						Lump sum cash payment for continuation of health coverage(6)						—						42,018						50,422						—
						Continued group life insurance coverage(7)						—						5,526						11,052						—
						Total						2,398,131						16,979,819						23,958,209						18,613,284
Devinder Ahuja						Short-Term Incentive Pay(2)						316,200						316,200						316,200						316,200
						Long-Term Incentive Plan(3)						250,311						2,296,128						3,136,410						3,136,410
						Severance(4)						—						1,320,000						2,294,000						—
						Retirement plans(5)						—						103,265						206,530						—
						Lump sum cash payment for continuation of health coverage(6)						—						45,883						55,060						—
						Continued group life insurance coverage(7)						—						3,426						6,852						—
						Total						566,511						4,084,902						6,015,052						3,452,610
Sachin Satpute(1)						Short-Term Incentive Pay(2)						145,891						145,891						145,891						145,891
						Long-Term Incentive Plan(3)						137,357						1,459,895						1,965,710						1,965,710
						Severance(4)						—						—						—						—
						Retirement plans(5)						—						—						—						—
						Lump sum cash payment for continuation of health coverage(6)						—						—						—						—
						Continued group life insurance coverage(7)						—						—						—						—
						Total						283,248						1,605,786						2,111,601						2,111,601
HR Shashikant						Short-Term Incentive Pay(2)						180,000						180,000						180,000						180,000
						Long-Term Incentive Plan(3)						353,445						1,729,448						2,305,071						2,305,071
						Severance(4)						—						800,000						1,600,000						—
						Retirement plans(5)						—						72,320						144,639						—
						Lump sum cash payment for continuation of health coverage(6)						—						28,012						33,615						—
						Continued group life insurance coverage(7)						—						2,580						5,159						—
						Total						533,445						2,812,360						4,268,484						2,485,071
Marco Palmieri						Short-Term Incentive Pay(2)						206,876						206,876						206,876						206,876
						Long-Term Incentive Plan(3)						—						1,717,599						2,359,032						2,359,032
						Severance(4)						—						1,237,500						1,237,500						—
						Retirement plans(5)						—						82,148						82,148						—
						Lump sum cash payment for continuation of health coverage(6)						—						58,650						58,650						—
						Continued group life insurance coverage(7)						—						2,933						2,933						—
						Total						206,876						3,305,706						3,947,139						2,565,908

_________________________ 

(1)The terms of separation for Mr. Satpute, an international expatriate from the Aditya Birla Group (ABG), assume his return to employment with ABG at the conclusion of his assignment with Novelis.

(2)These amounts represent the executive's target AIP for the fiscal year.

(3)These amounts reflect the estimated value of the vested SARs, RSUs and PUs granted pursuant to our long term incentive plans.

(4)These amounts are estimates of payments that would be paid pursuant to our CIC Plan, the executive's severance agreement or local law and practice, as applicable.

(5)The retirement benefit represents 12 months (or 24 months in the case of a change in control severance) of additional benefit accrual or contribution credit, as applicable, under our retirement plans.

(6)This amount is intended to assist the executive in paying post-employment health coverage for 12 months (or 24 months in the case of a change in control severance).

(7)This amount represents the estimated value of 12 months (or 24 months in the case of a change in control severance) of additional coverage under our group and executive life insurance plans.

The table below sets forth the total compensation earned by our directors for fiscal year 2021. In addition, all directors receive reimbursement for out of pocket expenses associated with attending board and committee meetings.

Name						Fees Earned or Paid in Cash ($)
Kumar Mangalam Birla						—
Askaran K. Agarwala						150,000
D. Bhattacharya						155,000
Clarence J. Chandran						155,000
Gary Comerford						150,000
Thomas M. Connelly						150,000
Satish Pai						150,000
Vikas Sehgal						150,000
Donald A. Stewart						175,000

•a member of the Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our Committee;

•a director of another entity, one of whose executive officers served on our Committee; or

•a member of the Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as one of our directors.

Item 15. Exhibits and Financial Statement Schedules.