☒ 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						Executive Vice President, Chief Financial Officer
Sachin Satpute						Executive Vice President and President, Novelis Asia
HR Shashikant						Executive Vice President, Chief Human Resources Officer
Emilio Braghi						Executive Vice President and President, Novelis Europe

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.			Genuine Parts Co			Southern Company
Alcoa Corp			International Paper Company			Steel Dynamics
Arconic Corp			Newell Brands Inc.			United States Steel Corp
Ball Corp			Nucor Corporation			WestRock Company
Crown Holdings			PPG Industries Inc.
Eastman Chemical 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.

(1)For Messrs. Fisher, Ahuja, Satpute and Braghi, Adjusted Free Cash Flow is subject to an inventory days modifier. The payout for the Adjusted Free Cash Flow measure may increase or decrease by up to 30% based on performance against inventory targets. For fiscal year 2022, the inventory modifier reduced the payout of the Adjusted Free Cash Flow portion of the AIP bonus by 30%.

(2)For Mr. Fisher, payout for the entire global safety performance metric for the region in which the fatality occurs will be 0% if a fatality occurs during fiscal year 2022. Because a fatality occurred in fiscal year 2022, the safety portion of Mr. Fisher's AIP bonus was $0.

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.

Novelis PUs comprise the remaining portion of the executive's LTIP and vest on the third anniversary following the date of award subject to the executive's continued service with the Company through such date (except as provided below). Following the close of the three-year performance period, the number of units earned will be calculated based on the Company's average return on capital employed or "ROCE" (which is the Company's net operating profit after tax divided by the fiscal year average capital employed, which means book debt, plus book equity, plus goodwill impairment, less certain cash and plus new impairment impacting equity) over the performance period. Actual payout will range from 50% (threshold), 100% (target) to 200% (maximum) of target award value, based on actual results, and will be paid in cash. Performance results between threshold level and target level or between target level and maximum level are determined by means of straight line interpolation. In the event that the Company completes a significant strategic transaction during the performance period, the Committee may modify the ROCE targets. Novelis PUs are settled in cash within two fiscal quarters following vesting and Committee approval of performance, but in no event later than March 15th of the year following the end of the performance period.

Currently, there are three outstanding three-year performance cycles for the Novelis PUs as follows: April 1, 2020 to March 31, 2023, April 1, 2021 to March 31, 2024 (these grants are reported in the Grants of Plan-Based Awards in Fiscal 2022 below) and April 1, 2022 to March 31, 2025. The ROCE target for the Novelis PUs with a performance period beginning April 1, 2019 and ending March 31, 2022 was 11.4%. The Committee determined that, for the Novelis PUs with a performance period beginning April 1, 2019, and ending March 31, 2022, ROCE was achieved at 13.8%. The payouts of the Novelis PUs with an April 1, 2019 to March 31, 2022 performance cycle are reported in the Summary Compensation Table below as the "2019 LTIP."

a.Death or Disability. On an executive's death or disability, all unvested Hindalco SARs will vest and remain exercisable for one year (but not beyond the Hindalco SAR's term), and all Hindalco RSUs will become vested and settle immediately. All Novelis PUs will vest on a prorated basis and be settled.

b.Retirement. On an executive's "retirement" (which is has the same meaning as "retirement" under the AIP) after the first anniversary of the grant date, all unvested Hindalco SARs will continue to vest and remain exercisable until the third anniversary of the retirement date, and all vested Hindalco SARs are exercisable until the end of the term. If the executive’s retirement is before the first anniversary of the grant date, all unvested Hindalco SARs are forfeited. All Hindalco RSUs vest on a prorated basis, and all vested Hindalco RSUs will be settled. All Novelis PUs vest on a prorated basis and are settled at the end of the performance period, subject to achievement of the performance thresholds.

c.Change in Control. On a "change in control," all Hindalco SARs and Hindalco RSUs will vest and be cashed out (with respect to Hindalco SARs) or settled (with respect to Hindalco RSUs) promptly following the change in control. Novelis PUs will vest on a prorated basis and are settled at the end of the performance period, subject to achievement of the performance thresholds. "Change in control" has the same meaning as "change in control" under the AIP.

d.Involuntary Termination Without Cause. On an executive's involuntary termination by the Company without cause, all unvested Hindalco SARs will vest on a prorated basis and remain exercisable for 90 days (but not beyond the Hindalco SAR's term). All Hindalco RSUs will vest on a prorated basis and vested Hindalco RSUs will be settled. All Novelis PUs will vest on a prorated basis and are settled at the end of the performance period, subject to achievement of the performance thresholds.

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 to participate in our non-qualified retirement plan, as described below, which is 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 limited personal benefits, such as a car allowance, Company-paid executive life insurance, payment of certain expatriate expenses, tax payments for foreign assignments, a home security system, an executive physical, 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 is a participant in the Novelis Inc. Change in Control Severance Plan (the "CIC Plan"). The Plan was adopted effective July 1, 2018. 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 CIC Plan provides that the executive will receive, in addition to accrued amounts:

•Payment equal to two times annual base salary and the executive's target AIP;

•Payment of the executive's target short-term incentive (prorated, as applicable) for the year of termination;

•Payment to assist with post-employment medical coverage equal to 24 months of the full monthly premium charged for coverage under the Company's group medical plan at the executive's then-current level of coverage;

•Continuation of coverage under the Company's group life insurance plan for a period of 24 months;

•24 months of additional credit for benefit accrual or contribution purposes, if applicable, under the Company's tax-qualified and non-qualified retirement plans, which equals the expected contributions that the Company would make to its qualified and non-qualified retirement plans in which the executive participates for 12 months following termination of employment, as determined by the Company; and

•Accelerated vesting, if applicable, under the Company's retirement plans.

Severance Compensation Arrangements. We have entered into offer letters with Mr. Fisher and Mr. Ahuja which provide that the executive will be entitled to certain payments and benefits if his employment is involuntarily terminated by the Company without "cause" or by the executive for "good reason," whether or not in connection with a change in control of the Company. If Mr. Fisher or Mr. Ahuja is involuntarily terminated, then he will receive:

•Severance amounts payable in a lump sum equal to two times (for Mr. Fisher) or 1.5 times (for Mr. Ahuja) annual base salary and the executive's target AIP;

•Cash lump sum amount to assist the executive with post-employment medical continuation coverage equal to the COBRA premium charged under the Company's group medical plan for 12 months, adjusted using an assumed tax rate of 40%;

•Continuation of coverage under the Company's group life insurance plan for a period of 12 months;

•12 months of additional credit for benefit accrual or contribution purposes, if applicable, under the Company's tax-qualified and non-qualified retirement plans, which equals the expected contributions that the Company would make to its qualified and non-qualified retirement plans in which the executive participates for 12 months following the change in control, as determined by the Company; and

•Accelerated vesting, if applicable, under the Company's retirement plans.

•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.

_________________________ 

(1)These amounts reflect the grant date fair value of the Hindalco RSUs and Hindalco SARs granted under our LTIP, computed in accordance with FASB ASC Topic 718. Information about the assumptions used to value these awards can be found under the captions "Share-Based Compensation" in Note 14 in our 2022 Annual Report on Form 10-K.

(2)The amounts shown in this column reflect the values from the All Other Compensation table below.

(3)This amount includes the cash awards to be paid to Mr. Fisher as follows: $866,810 under the 2022 AIP and $3,500,000 for the Novelis PUs granted under our 2019 LTIP.

(4)This amount includes the cash awards to be paid to Mr. Ahuja as follows: $386,919 under the 2022 AIP and $680,000 for the Novelis PUs granted under our 2019 LTIP.

(5)This amount includes the cash awards to be paid to Mr. Satpute as follows: $173,953 under the 2022 AIP and $550,000 for the Novelis PUs granted under our 2019 LTIP.

(6)This amount includes the cash awards to be paid to Mr. Shashikant as follows: $282,579 under the 2022 AIP and $500,000 for the Novelis PUs granted under our 2019 LTIP.

(7)This amount includes the cash awards to be paid to Mr. Braghi as follows: $238,857 under the 2022 AIP and $700,000 for the Novelis PUs granted under our 2019 LTIP.

All Other Compensation Table

Name						Company Contribution to Defined Contribution Plans and Non-qualified Plans ($)						Group Life Insurance ($)(1)						Relocation, Assignee and Housing Related Payments ($)						Other Perquisites and Personal Benefits ($)						Other Payments ($)						Total ($)
Steven Fisher						236,308(2)						5,040						—						65,771(3)						—						307,119
Devinder Ahuja						52,453(4)						3,345						—						52,547(5)						—						108,345
Sachin Satpute						—						—						1,277,289(6)						25,030(7)						—						1,302,319
HR Shashikant						55,914(8)						2,696						14,061(9)						107,242(10)						—						179,913
Emilio Braghi						99,578(11)						—						17,550(12)						111,243(13)						—						228,371

________________________

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

(2)This amount represents: (i) $32,204, which is the amount the Company contributed to the Novelis Savings and Retirement Plan (a tax-qualified defined contribution plan) equal to 9.5% of Mr. Fisher's compensation; and (ii) $204,104, which is the amount the Company contributed to the Novelis Corporation Defined Contribution Supplemental Executive Retirement Plan equal to 9.5% of Mr. Fisher's compensation that exceeded the U.S. Internal Revenue Code pensionable compensation limit ($290,000 for the 2021 calendar year).

(3)This amount includes $62,308 for an executive flexible allowance. The remaining amount is for a home security system.

(4)This amount represents: (i) $18,836, which is the amount the Company contributed to the Novelis Savings and Retirement Plan (a tax-qualified defined contribution plan) equal to 9.5% of Mr. Ahuja's compensation; and (ii) $33,617, which is the amount the Company contributed to the Novelis Corporation Defined Contribution Supplemental Executive Retirement Plan equal to 9.5% of Mr. Ahuja's compensation that exceeded the U.S. Internal Revenue Code pensionable compensation limit ($290,000 for the 2021 calendar year).

(5)This amount includes $51,923 for an executive flexible allowance. The remaining amount is for a home security system.

(6)This amount includes $108,566 for expatriate expenses, $1,139,533 related to tax payments for foreign assignment, and $29,190 for home leave trips.

(7)This amount includes payments for an auto lease, Korean national pension and Hindalco medical insurance.

(8)This amount represents: (i) $27,279, which is the amount the Company contributed to the Novelis Savings and Retirement Plan (a tax-qualified defined contribution plan) equal to 9.5% of Mr. Shashikant's compensation; and (ii) $28,635, which is the amount the Company contributed to the Novelis Corporation Defined Contribution Supplemental Executive Retirement Plan equal to 9.5% of Mr. Shashikant's compensation that exceeded the U.S. Internal Revenue Code pensionable compensation limit ($290,000 for the 2021 calendar year).

(9)This amount includes $6,268 for expatriate expenses and $7,793 related to tax payments for foreign assignment.

(10)This amount includes $49,846 for an executive flexible allowance and $56,676 for tax planning/preparation. The remaining amount is for a home security system.

(11)This amount represents: (i) $24,312, which is the amount the Company contributed to the Gemini Basis Plan (a tax-qualified defined contribution plan) equal to 12% of Mr. Braghi's compensation; and (ii) $75,266, which is the amount the Company contributed to the Gemini Supplemental Plan (a tax-qualified defined contribution plan) equal to 18% of Mr. Braghi's compensation.

(12)This amount includes $17,550 related to tax payments for foreign assignment.

(13)This amount includes $29,007 related to the payment of expatriate health care coverage, and the remaining amount includes payments for: an auto lease and auto insurance, a fuel allowance, a Swiss child and family allowance, Company-paid lunches, certain health care coverage costs, long-term sickness coverage, a one-time COVID-related payment, a gross-up for social security, Company car contribution, and voluntary accident insurance coverage.

The table below sets forth information regarding grants of plan-based awards made to our named executive officers during fiscal year 2022. The awards comprise cash awards under the AIP, Hindalco SARs, Hindalco RSUs and Novelis PUs. The amounts reported in the table were converted from Indian Rupees to U.S. dollars using the exchange rate on the grant date.

Name						Award Type						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 (#)						Exercise or Base Price of Option Awards ($/Sh)						Grant Date Fair Value of Stock and Option Awards(1)
																		Threshold ($)						Target ($)						Maximum ($)
Steven Fisher						AIP						6/8/2021						602,388						1,430,000						2,860,000						—						—						—						—
						Hindalco RSU						6/8/2021						—						—						—						326,626						—						—						1,740,000
						Hindalco SAR						6/8/2021						—						—						—						—						843,361						5.33						1,860,000
						Novelis PU						6/8/2021						1,450,000						2,900,000						5,800,000						—						—						—						—
Devinder Ahuja						AIP						6/8/2021						237,539						563,890						1,127,780						—						—						—						—
						Hindalco RSU						6/8/2021						—						—						—						61,947						—						—						330,000
						Hindalco SAR						6/8/2021						—						—						—						—						190,437						5.33						420,000
						Novelis PU						6/8/2021						275,000						550,000						1,100,000						—						—						—						—
Sachin Satpute						AIP						6/8/2021						106,794						253,516						507,032						—						—						—						—
						Hindalco RSU						6/8/2021						—						—						—						36,605						—						—						195,000
						Hindalco SAR						6/8/2021						—						—						—						—						58,945						5.33						130,000
						Novelis PU						6/8/2021						162,500						325,000						650,000						—						—						—						—
HR Shashikant						AIP						6/8/2021						135,221						321,000						642,000						—						—						—						—
						Hindalco RSU						6/8/2021						—						—						—						42,706						—						—						227,502
						Hindalco SAR						6/8/2021						—						—						—						—						68,770						5.33						151,668
						Novelis PU						6/8/2021						189,585						379,170						758,340						—						—						—						—
Emilio Braghi						AIP						6/8/2021						140,497						333,524						667,048						—						—						—						—
						Hindalco RSU						6/8/2021						—						—						—						45,756						—						—						243,750
						Hindalco SAR						6/8/2021						—						—						—						—						73,681						5.33						162,500
						Novelis PU						6/8/2021						203,125						406,250						812,500						—						—						—						—

(1)Figures reflect the grant date fair value of the equity awards reported in the previous columns determined pursuant to FASB ASC Topic 718.

(1)Represents awards granted on June 8, 2021 that vest in equal installments on each of June 8, 2022, June 8, 2023 and June 8, 2024.

(2)Represents awards granted on May 6, 2020 that vest in equal installments on each of May 6, 2021, May 6, 2022 and May 6, 2023.

(3)Represents awards granted on May 6, 2019 that vest in equal installments on each of May 6, 2020, May 6, 2021 and May 6, 2022.

The table below sets forth the information regarding Hindalco SARs that were exercised and Hindalco RSUs that were settled during the fiscal year. The amounts reported in the table were converted from Indian Rupees to U.S. dollars using the exchange rate on the last day of the month before the award was settled.

						Hindalco SARs												Hindalco RSUs
Name						Number of Shares Acquired on Exercise, but Settled in Cash (#)						Value Realized on Exercise ($)(1)						Number of Shares Acquired on Vesting, but Settled in Cash (#)						Value Realized on Vesting ($)(2)
Steven Fisher						2,733,629						9,179,996						576,195						2,906,553
Devinder Ahuja						341,755						959,484						118,620						597,761
Sachin Satpute						209,977						690,002						75,280						381,127
Emilio Braghi						157,433						372,944						94,460						478,378
HR Shashikant						319,661						1,030,003						80,242						403,212

(1)The dollar amount realized on exercise is determined by multiplying the number of shares of stock underlying the Hindalco SARs being exercised by the fair market value of Hindalco stock underlying the Hindalco SARs on the exercise date, less the exercise price. The fair market value of the Hindalco stock is based on the average of the high and low prices of a Hindalco share, as published by the Bombay Stock Exchange on the exercise date. If a Hindalco SAR is exercised when the Bombay Stock Exchange is closed, then the closing price on the preceding date the Bombay Stock Exchange was open is used.

(2)The dollar amount realized on vesting is determined by multiplying the number of shares of stock underlying the Hindalco RSUs that vested during the 2022 fiscal year by the fair market value of Hindalco stock underlying the Hindalco RSUs on the vesting date. The fair market value of the Hindalco stock is based on the average of the high and low prices of a Hindalco share, as published by the Bombay Stock Exchange on the vesting date. If a Hindalco RSU becomes vested when the Bombay Stock Exchange is closed, then the value of each Hindalco RSU will be the average of the next available day's high and low prices.

The table below sets forth information regarding the present value as of March 31, 2022 of the accumulated benefits of our named executive officers under our defined benefit pension plans (both qualified and non-qualified).

Name

Plan Name

Number of Years of Credited Service (#)

Present Value of Accumulated Benefit ($)

Payments During Last Fiscal Year ($)

Sachin Satpute

Asia Defined Benefits

6

205,379

205,379

This table summarizes contributions and earnings under the Novelis Corporation Defined Contribution Supplemental Executive Retirement Plan for fiscal year 2022. 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, 75% of their base salary and annual incentive pay (including the AIP bonus (not to exceed 100% of target) and up to 75% of the payout from settled PUs) 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. For fiscal year 2022, the Company contributed to the Novelis Corporation Defined Contribution Supplemental Executive Retirement Plan an amount equal to 9.5% of participants' compensation that exceeded the U.S. Internal Revenue Code pensionable compensation limit ($290,000 for the 2021 calendar year). Participants elect to notionally invest their account balances among a variety of investment options in an array of asset classes, and earnings are based on the equivalent returns from the elected investment options. Because the plan does not provide above market, fixed rates of return, earnings under the plan are not included in the "Summary Compensation Table" above. Accounts are payable on a date specified by the participant or upon the participant’s separation from service. Participants elect the form of distribution of their accounts at enrollment, which distributions may be paid in a lump sum or annual installments from two to five years. Company contributions vest after three years of service but become 100% vested upon a participant’s death or disability, a change in control or a permanent workforce reduction. Participants’ accounts attributable to Company contributions are paid in five annual installments or a lump sum, depending on the value of the account.

Name						Elective Contributions in Last Fiscal Year ($)(1)						Employer Contributions in Last Fiscal Year ($)(2)						Aggregate Earnings in Last Fiscal Year ($)(3)						Aggregate Withdrawals/ Distributions ($)						Aggregate Balance at Last Fiscal Year End ($)(4)
Steven Fisher						—						204,104						75,334						—						2,197,156
Devinder Ahuja						1,009,222						33,617						20,951						—						1,483,395
HR Shashikant						600,000						28,635						11,337						—						1,390,923

(1)The amounts reported in this column are also included in the Summary Compensation Table above.

(2)The amounts reported in this column are also included in the "All Other Compensation" column in the Summary Compensation Table above.

(3)None of the amounts reported in this column are reported in the Summary Compensation Table because the Company does not pay above-market or preferential earnings on deferred compensation.

(4)The amounts reported in this column include amounts reported in the Summary Compensation Table and amounts previously reported in the Summary Compensation Table for previous years when earned if the named executive officer's compensation was required to be disclosed in a previous year. Amounts previously reported in such years may include previously earned, but deferred, salary, AIP bonuses and Novelis PUs.

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)						866,810						866,810						866,810						866,810
						Long-Term Incentive Plan(3)						—						13,838,406						18,013,266						18,013,266
						Severance(4)						—						3,000,000						5,060,000						—
						Retirement plans(5)						—						236,308						472,615						—
						Lump sum cash payment for continuation of health coverage(6)						—						43,285						51,942						—
						Continued group life insurance coverage(7)						—						5,040						10,080						—
						Total						866,810						17,989,849						24,474,713						18,880,076
Devinder Ahuja						Short-Term Incentive Pay(2)						386,919						386,919						386,919						386,919
						Long-Term Incentive Plan(3)						—						2,607,677						3,417,436						3,417,436
						Severance(4)						—						1,320,000						2,454,580						—
						Retirement plans(5)						—						52,453						104,906						—
						Lump sum cash payment for continuation of health coverage(6)						—						47,266						56,719						—
						Continued group life insurance coverage(7)						—						3,345						6,690						—
						Total						386,919						4,417,660						6,427,250						3,804,355
Sachin Satpute(1)						Short-Term Incentive Pay(2)						173,953						173,953						173,953						173,953
						Long-Term Incentive Plan(3)						—						547,917						547,917						547,917
						Severance						—						—						—						—
						Retirement plans						—						—						—						—
						Lump sum cash payment for continuation of health coverage						—						—						—						—
						Continued group life insurance coverage						—						—						—						—
						Total						173,953						721,870						721,870						721,870
HR Shashikant						Short-Term Incentive Pay(2)						282,579						282,579						282,579						282,579
						Long-Term Incentive Plan(3)						—						1,648,152						2,115,419						2,115,419
						Severance(4)						—						800,000						1,712,000						—
						Retirement plans(5)						—						55,914						111,829						—
						Lump sum cash payment for continuation of health coverage(6)						—						28,856						34,627						—
						Continued group life insurance coverage(7)						—						2,696						5,393						—
						Total						282,579						2,818,197						4,261,847						2,397,998
Emilio Braghi						Short-Term Incentive Pay(2)						238,857						238,857						238,857						238,857
						Long-Term Incentive Plan(3)						—						1,866,429						2,370,012						2,370,012
						Severance(4)(8)						—						513,114						1,693,276						—
						Retirement plans(5)						—						99,578						199,155						—
						Lump sum cash payment for continuation of health coverage(6)						—						36,625						36,625						—
						Continued group life insurance coverage						—						—						—						—
						Total						238,857						2,754,603						4,537,925						2,608,869

_________________________ 

(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 Hindalco SARs, Hindalco RSUs and Novelis PUs granted pursuant to our LTIP as follows: (i) with respect to the Hindalco SARs and Hindalco RSUs, estimated using the price per share of Hindalco stock on March 31, 2022 and (ii) with respect to the Novelis PUs, estimated using the applicable target award.

(4)These amounts are estimates of payments that would be paid pursuant to our CIC Plan, the executive's offer letter 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 tax-qualified and non-qualified retirement plans. This benefit equals the expected contributions that the Company would make to its qualified and non-qualified retirement plans in which the executive participates for 12 months (or 24 months in the case of a change in control severance), as determined by the Company.

(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.

(8)This amount includes $21,500, which is the estimated cost of moving expenses that may be payable to Mr. Braghi in connection with his relocation from Switzerland to Italy following termination of employment.

The table below sets forth the total compensation earned by our directors for fiscal year 2022. 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.