☒ 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.)
3550 Peachtree Road NE, Suite 1100 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
Thomas Boney (1)						Former Executive Vice President and President, Novelis North America
Emilio Braghi						Executive Vice President and President, Novelis Europe
HR Shashikant						Executive Vice President, Chief Human Resources Officer

________________________ 

(1)On January 9, 2023, Mr. Boney departed the company.

The Compensation Committee ("the Committee) of our Board of Directors ("the Board") is responsible for approving compensation programs for our named executive officers and making decisions regarding specific compensation to be paid or awarded to them. The Committee acts pursuant to a charter approved by the Board. Our Chief Human Resources Officer serves as the primary management liaison officer for the Committee. Our human resources and legal departments provide assistance to the Committee in the administration of the Committee's responsibilities.

Our named executive officers have no direct role in setting their own compensation. The Committee meets with members of our management team to evaluate performance against pre-established goals, and management makes recommendations to the Board regarding budgets, production and sales forecasts and other information, which affect certain goals. The Committee may seek input from our senior management concerning individual performance, expected future contributions and compensation matters generally.

For executive compensation benchmarking purposes, we focus on 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. This year we shifted away from three large companies with which we compete for talent in the Southeastern United States (Genuine Parts Co, Newell Brands Inc, and Southern Company) and added two companies that are more closely aligned with our industry and with which we compete on a national level for talent (Cleveland-Cliffs Inc and Commercial Metals Company). The peer group considered in management's most recent compensation competitive analysis consisted of the following companies:

Air Products & Chemicals Inc.			Commercial Metals Company			PPG Industries Inc.
Alcoa Corp			Crown Holdings			Reliance Steel & Aluminum Co
Arconic Corp			Eastman Chemical Co			Steel Dynamics
Ball Corp			International Paper Company			United States Steel Corp
Cleveland-Cliffs Inc.			Nucor Corporation			WestRock Company

•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. The portion of Total Target Compensation that is at risk is:

◦88% for the CEO

◦69% on average for the other named executive officers

•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. The portion of Total Target Compensation that is comprised of long-term compensation is:

◦70% for the CEO

◦49% on average for the other named executive officers

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 the Board.

•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.

•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.

Measure						Weighting						Threshold									Target									Maximum
												% of Target			Payout						% of Target			Payout						% of Target			Payout
Adjusted EBITDA						45		%				85		%	60		%				100		%	100		%				110		%	200		%
Adjusted Free Cash Flow						45		%				60		%	50		%				100		%	100		%				140		%	200		%
Global Safety (1)						10		%				n/a			50		%				100		%	100		%				n/a			200		%
Individual Performance Multiplier															Varies between 0% and 125%, based on the individual's annual rating

________________________ 

(1)For fiscal year 2023, the threshold DAFW was set at 0.18, the target was set at 0.13, and the maximum was set at 0.08.

Measure						Weighting						Targeted Performance						Actual Performance						Achievement Percentage						Weighted Score
Adjusted EBITDA						45		%				$2,337						$1,898						81		%				—		%
Adjusted Free Cash Flow(1)						45		%				$1,783						$1,249						70		%				28		%
Global Safety(2)						10		%				0.13						0.12						120		%				12		%
One-time adjustment at discretion of the Compensation Committee																														30		%
Total Performance Score																														70		%

________________________ 

(1)For Messrs. Fisher, Ahuja, Satpute, Boney and Braghi, Adjusted Free Cash Flow is subject to an inventory days modifier. For fiscal year 2023, the inventory results did not meet the threshold, therefore, the payout of the Adjusted Free Cash Flow portion of the AIP calculation was adjusted by -30%, resulting in achievement percentage of 20% and a Total Business Score of 62% for these executives.

(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 2023. There were no fatalities during fiscal year 2023 so he receives the full safety score.

Name						Target Incentive as Percentage of Salary						Target Incentive ($)						Total Business Performance Score(2)						Payout Before Individual Multiplier						Individual Performance Multiplier						2023 AIP Payout ($)
Steven Fisher						140		%				1,610,000						62		%				998,200						100		%				998,200
Devinder Ahuja						85		%				595,000						62		%				368,900						100		%				368,900
Sachin Satpute						60		%				229,219						62		%				142,116						100		%				142,116
Thomas Boney(1)						65		%				321,100						62		%				199,082						n/a						155,284
Emilio Braghi						65		%				357,233						62		%				221,485						100		%				221,485
HR Shashikant						60		%				353,400						70		%				247,380						100		%				247,380

________________________ 

(1)Mr. Boney's payout is prorated 78% based on number of days worked during the performance period

(2)For Messrs. Fisher, Ahuja, Satpute, Boney and Braghi, Adjusted Free Cash Flow is subject to an inventory days modifier. For fiscal year 2023, the inventory results did not meet the threshold, therefore, the payout of the Adjusted Free Cash Flow portion of the AIP calculation was adjusted by -30%, resulting in achievement percentage of 20% and a Total Business Score of 62% for these executives.

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 percentage of salary should be competitive with opportunity payouts of executives in other benchmark companies.

For the Hindalco SARs, which typically comprise 20% of the executive's LTIP, the fiscal year 2023 results of Adjusted EBITDA were above the threshold of 75%. Each Hindalco SAR is to be settled in cash at the time of exercise based on the appreciation in value of one Hindalco share from the date of award through the date of exercise, based on the closing price of a Hindalco share, as published by BSE (formerly known as Bombay Stock Exchange) on the exercise date. Payout of Hindalco SARs upon exercise is limited to three times the award value as of the date of grant. Except as provided below, a participant may exercise a vested Hindalco SAR that is in the money before the end of the term, and a vested Hindalco SAR for U.S. taxpayers will automatically be exercised when the maximum value is achieved.

Novelis PUs comprise the remaining portion (50%) 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. Performance results between threshold level (50%) and target level (100%) or between target level and maximum level (200%) 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.

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 will be settled within 90 days after the applicable anniversary vesting date. All Novelis PUs will vest on a prorated basis and will be settled at the end of the performance period at the same time as all other PUs.

b.Retirement. On an executive's "retirement" (which has the same meaning as "retirement" under the AIP as described above) 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 will vest on a prorated basis, and all vested Hindalco RSUs will be settled within 90 days after the applicable anniversary vesting date. All Novelis PUs will vest on a prorated basis and will be settled at the end of the performance period, subject to achievement of the performance thresholds.

c.Involuntary Termination Without Cause related to a Change in Control. Upon an involuntary termination of employment without cause within 12 months after a "change in control," all Hindalco SARs will be vested and deemed exercised and settled as soon as practicable; and all Hindalco RSUs will vest and be settled within 90 days after the termination of employment. Novelis PUs will vest on a prorated basis and will be settled at the end of the performance period at the same time as other PUs, 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 Unrelated to Change in Control. On an executive's involuntary termination by the Company without cause outside of the 12-month period following a Change in Control, 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 within 90 days after the applicable anniversary vesting date. All Novelis PUs will vest on a prorated basis and are settled at the end of the performance period at the same time as other PUs, subject to achievement of the performance thresholds.

e.Intercompany Transfers within Aditya Birla Group but outside Novelis. On an executive’s intercompany transfer outside of the Company, all unvested Hindalco SARs that are scheduled to vest within the six-month period after the transfer will continue to vest subject to the performance goals and must be exercised by the end of the term. All other Hindalco SARs will be forfeited. All Hindalco RSUs that are scheduled to vest within the six-month period after the transfer will vest immediately and will be settled within 90 days after the applicable anniversary vesting date. All Novelis PUs will vest on a prorated basis and will be settled at the end of the performance period, subject to achievement of the performance thresholds.

f.Voluntary Termination. Upon a voluntary termination by the executive, all vested Hindalco SARs must be exercised within 90 days after the termination date. All vested Hindalco RSUs and Novelis PUs will remain vested and paid out at the same time as other Hindalco RSUs and Novelis PUs, respectively. All unvested awards will be forfeited.

g.Involuntary Termination with Cause. Upon an involuntary termination by the Company for cause, all vested and unvested Hindalco SARs will be forfeited. All vested Hindalco RSUs and Novelis PUs will remain vested and paid out at the same time as other Hindalco RSUs and Novelis PUs, respectively. All unvested Hindalco RSUs and Novelis PUs will be forfeited.

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 not limited by the broad-based retirement plan maximums 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 the executive's accrued time off;

•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 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;

•A benefit amount equal to 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 24 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," 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, each determined at the level in effect as of the date of their appointments to the Company, less any other retention or severance payments paid or payable by the Company outside of the offer letter;

•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, grossed up for taxes using an assumed tax rate of 40%;

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

•A benefit equal to 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.

•Base salary earned

•Stock awards granted (Hindalco RSUs under our LTIP)

•Option awards granted (Hindalco SARs under our LTIP)

•Non-Equity Incentive Plan Compensation (cash payments for AIP and vested Novelis PUs)

•Changes in Pension Value, represents the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under the Samsung Life Insurance Defined Benefit Plan, in which Mr. Satpute was the only named executive officer to participate

•All other compensation includes the combined value of each named executive officer’s perquisites, personal benefits and compensation that is not otherwise reflected in the Summary Compensation Table and is detailed in the "All Other Compensation Table" that follows

________________________ 

(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 2023 Annual Report on Form 10-K.

(2)Includes cash awards to be paid under the 2023 AIP and Novelis PUs granted under our 2021 LTIP. The detail for each Executive is as follows:

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

All Other Compensation Table

Name						Company Contribution to Defined Contribution Plans and Non-qualified Plans ($)(1)(2)						Group Life Insurance ($)(3)						Relocation, Assignee and Housing Related Payments ($)(4)(5)(6)						Other Perquisites and Personal Benefits ($)(7)(8)(9)						Other Payments ($)(10)(11)						Total ($)
Steven Fisher						190,798						5,040						—						65,133						—						260,971
Devinder Ahuja						63,222						3,391						—						50,624						—						117,237
Sachin Satpute						—						—						1,088,623						47,157						—						1,135,780
Thomas Boney						40,797						1,899						—						46,081						834,980						923,757
Emilio Braghi						122,260						—						14,855						51,244						9,880						198,239
HR Shashikant						56,634						2,764						54,343						55,011						—						168,752

________________________

(1)For Messrs. Fisher, Ahuja, Boney and Shashikant this amount includes (i) the amount the Company contributed to the Novelis Savings and Retirement Plan (a tax-qualified defined contribution plan) up to 9.5% of their eligible compensation and (ii) the amount the Company contributed to the Novelis Corporation Defined Contribution Supplemental Executive Retirement Plan equal to 9.5% of their compensation that exceeded the U.S. Internal Revenue Code pensionable compensation limit ($305,000 for the 2022 calendar year).

(2)For Mr. Braghi, this amount represents: (i) $27,567, which is the amount the Company contributed to the Gemini Basis Plan (a tax-qualified defined contribution plan) equal to 13.8% of Mr. Braghi's eligible compensation; and (ii) $94,693, which is the amount the Company contributed to the Gemini Supplemental Plan (a tax-qualified defined contribution plan) equal to 23% of Mr. Braghi's eligible compensation.

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

(4)For Mr. Satpute, this amount includes $852,320 and $105,463 related to tax payments for foreign assignment, $127,307 for housing, the remaining amount is for utilities and immigration expenses.

(5)For Mr. Braghi, this amount includes $14,855 related to tax payments for foreign assignment.

(6)For Mr. Shashikant, this amount includes $51,000 for expatriate expenses and $3,343 related to tax payments for foreign assignment.

(7)For Messrs. Fisher, Ahuja, Boney and Shashikant this amount includes (i) an executive flexible allowance, (ii) a home security system and (iii) an executive physical, if utilized. The amounts for the executive flexible allowance are $60,000, $50,000, $40,385 and $48,000 for Messrs. Fisher, Ahuja, Boney and Shashikant respectively. For Mr. Boney, this amount also includes the value of outplacement services. For Mr. Shashikant, this amount also includes fees related to tax planning/preparation. The remaining amounts are comprised of payments for a home security system and an executive physical, if utilized.

(8)For Mr. Satpute, this amount includes $18,040 for an auto lease and $18,881 for Hindalco medical insurance. The remaining amount is for fuel costs, tax planning/preparation, Korean national pension, and bank charges.

(9)For Mr. Braghi, this amount includes $19,144 for medical coverage, $18,292 for an auto lease and $7,645 for fuel costs. The remaining amount is for payments for tax planning/preparation and auto insurance coverage.

(10)For Mr. Boney, this amount represents a severance payment in the amount of $815,000, payments for continuation of medical coverage in the amount of $15,000 and continuation of Group Life coverage in the amount of $4,980.

(11)For Mr. Braghi, this amount represents payments for a Swiss child and family allowance, Company-paid lunches, long-term sickness coverage, and voluntary accident insurance coverage.

•cash awards granted under the AIP (awards can range between 0% and 200% of target)

•Hindalco SARs, Hindalco RSUs and Novelis PUs granted under the LTIP for the fiscal year 2023 to fiscal year 2025 three-year performance period

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						6/3/2022						—						1,610,000						3,220,000						—						—						—						—
						Hindalco RSU						6/3/2022						—						—						—						328,446						—						—						1,740,000
						Hindalco SAR						6/3/2022						—						—						—						—						825,917						5.30						1,860,000
						Novelis PU						6/3/2022						1,450,000						2,900,000						5,800,000						—						—						—						—
Devinder Ahuja						AIP						6/3/2022						—						595,000						1,190,000						—						—						—						—
						Hindalco RSU						6/3/2022						—						—						—						101,932						—						—						540,000
						Hindalco SAR						6/3/2022						—						—						—						—						248,663						5.30						560,000
						Novelis PU						6/3/2022						450,000						900,000						1,800,000						—						—						—						—
Sachin Satpute						AIP						6/3/2022						—						229,219						458,438						—						—						—						—
						Hindalco RSU						6/3/2022						—						—						—						33,978						—						—						180,000
						Hindalco SAR						6/3/2022						—						—						—						—						53,285						5.30						120,000
						Novelis PU						6/3/2022						150,000						300,000						600,000						—						—						—						—
Thomas Boney						AIP						6/3/2022						—						321,100						642,200						—						—						—						—
						Hindalco RSU						6/3/2022						—						—						—						36,243						—						—						192,000
						Hindalco SAR						6/3/2022						—						—						—						—						56,838						5.30						128,000
						Novelis PU						6/3/2022						160,000						320,000						640,000						—						—						—						—
Emilio Braghi						AIP						6/3/2022						—						357,233						714,466						—						—						—						—
						Hindalco RSU						6/3/2022						—						—						—						42,472						—						—						225,000
						Hindalco SAR						6/3/2022						—						—						—						—						66,607						5.30						150,000
						Novelis PU						6/3/2022						187,500						375,000						750,000						—						—						—						—
HR Shashikant						AIP						6/3/2022						—						353,400						706,800						—						—						—						—
						Hindalco RSU						6/3/2022						—						—						—						43,038						—						—						228,000
						Hindalco SAR						6/3/2022						—						—						—						—						67,495						5.30						152,000
						Novelis PU						6/3/2022						190,000						380,000						760,000						—						—						—						—

(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)FY2023 represents awards granted on June 3, 2022, that vest in equal installments on each of June 3, 2023, June 3, 2024, and June 3, 2025. FY2022 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. FY2021 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.

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						1,221,749						2,919,995						583,839						3,121,490
Devinder Ahuja						230,842						454,342						119,599						639,034
Sachin Satpute						100,418						240,000						71,572						382,381
Thomas Boney						221,073						458,777						53,592						283,483
Emilio Braghi						74,930						206,612						89,465						477,976
HR Shashikant						111,431						260,002						80,015						423,656

(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 BSE on the exercise date. If a Hindalco SAR is exercised when BSE is closed, then the closing price on the preceding date BSE 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 BSE on the vesting date. If a Hindalco RSU becomes vested when BSE is closed, then the value of each Hindalco RSU will be the average of the next available day's high and low prices.

Mr. Satpute is the only named executive officer who participates in a defined benefit retirement plan. The benefit amount is pre-defined by a formula linked to final pay level, generally the average of the last three months of pay. The table below sets forth information regarding the present value as of March 31, 2023 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

Samsung Life Insurance Defined Benefit Plan

7

217,531

—

This table summarizes contributions and earnings under the Novelis Corporation Defined Contribution Supplemental Executive Retirement Plan for fiscal year 2023. 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 payout (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 2023, 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 ($305,000 for the 2022 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 or losses 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 ($)						Employer Contributions in Last Fiscal Year ($)(1)						Aggregate Earnings in Last Fiscal Year ($)(2)						Aggregate Withdrawals/ Distributions ($)						Aggregate Balance at Last Fiscal Year End ($)(3)
Steven Fisher						—						160,083						(144,436)						—						2,416,906
Devinder Ahuja						790,419						41,440						(97,811)						—						2,251,060
Thomas Boney						—						32,702						(23,591)						—						348,303
HR Shashikant						441,290						37,660						(70,773)						—						1,827,735

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

(2)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.

(3)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 payouts and Novelis PUs.

Name						Type of Payment						Retirement($) (10)						Termination Without Cause or With Good Reason ($)						CIC-related Termination Without Cause or With Good Reason ($)						Death or Disability ($)						Voluntary Termination or Termination With Cause ($)
Steven Fisher						Short-Term Incentive Pay(3)						—						998,200						1,610,000						998,200						—
						Long-Term Incentive Plan(4)						—						10,354,469						11,592,634						11,592,634						—
						Severance(5)						—						3,000,000						5,520,000						—						—
						Retirement plans(6)						—						190,798						381,596						—						—
						Continuation of health coverage(7)						—						44,497						52,349						—						—
						Continued group life insurance coverage(8)						—						5,040						10,080						—						—
						Total						—						14,593,004						19,166,659						12,590,834						—
Devinder Ahuja						Short-Term Incentive Pay(3)						—						368,900						595,000						368,900						—
						Long-Term Incentive Plan(4)						—						2,185,112						2,519,469						2,519,469						—
						Severance(5)						—						1,320,000						2,590,000						—						—
						Retirement plans(6)						—						63,222						126,445						—						—
						Continuation of health coverage(7)						—						32,391						38,107						—						—
						Continued group life insurance coverage(8)						—						3,528						7,056						—						—
						Total						—						3,973,153						5,876,077						2,888,369						—
Sachin Satpute(1)						Short-Term Incentive Pay(3)						142,116						142,116						229,219						142,116						—
						Long-Term Incentive Plan(4)						1,174,483						1,174,483						1,302,656						1,302,656						—
						Severance(5)						—						—						1,222,502						—						—
						Retirement plans(6)						—						—						4,521						—						—
						Continuation of health coverage(7)						—						—						37,762						—						—
						Continued group life insurance coverage(8)						—						—						—						—						—
						Total						1,316,599						1,316,599						2,796,660						1,444,772						—
Thomas Boney(2)						Short-Term Incentive Pay(3)						—						155,284						—						—						—
						Long-Term Incentive Plan(4)						—						1,067,849						—						—						—
						Severance(5)						—						815,000						—						—						—
						Retirement plans(6)						—						32,702						—						—						—
						Continuation of health coverage(7)						—						15,000						—						—						—
						Continued group life insurance coverage(8)						—						4,980						—						—						—
						Total						—						2,090,815						—						—						—
Emilio Braghi						Short-Term Incentive Pay(3)						221,485						221,485						357,233						221,485						—
						Long-Term Incentive Plan(4)						1,458,414						1,458,414						1,619,314						1,619,314						—
						Severance(5)(9)						—						21,500						1,813,646						—						—
						Retirement plans(6)						—						—						244,520						—						—
						Continuation of health coverage(7)						—						—						38,287						—						—
						Continued group life insurance coverage(8)						—						—						—						—						—
						Total						1,679,899						1,701,399						4,073,000						1,840,799						—
HR Shashikant						Short-Term Incentive Pay(3)						247,380						247,380						353,400						247,380						—
						Long-Term Incentive Plan(4)						1,390,356						1,390,356						1,549,188						1,549,188						—
						Severance(5)						—						—						1,884,800						—						—
						Retirement plans(6)						—						—						113,269						—						—
						Continuation of health coverage(7)						—						—						34,899						—						—
						Continued group life insurance coverage(8)						—						—						5,937						—						—
						Total						1,637,736						1,637,736						3,941,493						1,796,568						—

________________________ 

(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)On January 9, 2023, Thomas Boney, Executive Vice President of Novelis Inc. and President, Novelis North America, departed the company. These amounts represent the actual payments paid or expected to be paid as a result of his separation.

(3)These amounts reflect the executives' actual AIP payment for fiscal year 2023, or the annual incentive target in the case of CIC.

(4)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, 2023 and (ii) with respect to the Novelis PUs, estimated using the applicable target award.

(5)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.

(6)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.

(7)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).

(8)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.

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

(10)These amounts are estimates of payments that would be paid to executives if they meet the criteria for Retirement based on the respective Plan Documents for AIP and LTIP. Only Mr. Satpute, Mr. Braghi, and Mr. Shashikant are eligible for Retirement on March 31, 2023.

The table below sets forth the total compensation earned by our directors for fiscal year 2023. 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(1)						37,500
Clarence J. Chandran						155,000
Gary Comerford(2)						151,250
Thomas M. Connelly						150,000
Satish Pai						150,000
Vikas Sehgal						150,000
Donald A. Stewart						175,000

________________________

(1)Mr. Agarwala retired from the Board of Directors in June 2022, therefore, his fees earned reflects compensation for one quarter of fiscal year 2023.

(2)Mr. Comerford was appointed to the Audit Committee, therefore, his fees earned reflect the additional Audit Committee compensation for one quarter of fiscal year 2023.

•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.