☒ 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 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

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Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issues financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

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
Tadeu Nardocci						Executive Vice President and Interim President, Novelis North America
Emilio Braghi						Executive Vice President and President, Novelis Europe
HR Shashikant						Executive Vice President, Chief Human Resources Officer

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. The peer group considered in management's most recent compensation competitive analysis in March 2024 consisted of the following companies:

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

•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

◦72% 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:

◦71% for the CEO

◦48% 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 Compensation 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 Compensation 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 2024, 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						Payout Percentage						Weighted Payout
Adjusted EBITDA						45		%				$1,966						$1,962						99.8		%				99.4		%				45		%
Adjusted Free Cash Flow(1)						45		%				$1,318						$1,469						111		%				129		%				58		%
Global Safety(2)						10		%				0.13						0.13						100		%				100		%				10		%
Total Performance Score																																				113		%

________________________ 

(1)For Messrs. Fisher, Ahuja, and Braghi, Adjusted Free Cash Flow is subject to an inventory days modifier. For fiscal 2024, the Compensation Committee waived the inventory days modifier, therefore, the payout of the Adjusted Free Cash Flow portion of the AIP calculation remains 129%.

(2)For Mr. Fisher, payout for the entire global safety performance metric for the region in which a fatality occurs will be 0% if a fatality occurs during the fiscal year. There were no fatalities during fiscal 2024 so he received the full safety score.

Name						Target Incentive as Percentage of Salary						Target Incentive ($)						Total Business Performance Score						Payout Before Individual Multiplier						Individual Performance Multiplier						2024 AIP Payout ($)
Steven Fisher						140		%				1,694,000						113		%				1,914,220						100		%				1,914,220
Devinder Ahuja						85		%				612,850						113		%				692,521						115		%				796,399
Tadeu Nardocci (1)						65		%				592,744						113		%				669,801						115		%				770,271
Emilio Braghi						65		%				372,851						113		%				421,322						105		%				442,388
HR Shashikant						60		%				364,800						113		%				412,224						100		%				412,224

________________________ 

(1)Reflects Mr. Nardocci’s target incentive of 65% of his base salary plus an additional target opportunity of $375,000 to recognize his additional service and responsibilities as Interim President of North America.

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 have historically comprised 20% of the executive's LTIP, the fiscal 2024 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 the National Stock Exchange (NSE) 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 Compensation Committee may modify the ROCE targets. Novelis PUs are settled in cash within two fiscal quarters following vesting and Compensation 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" 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.

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.

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 Compensation 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 Compensation 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)For Mr. Nardocci, this amount represents payment for his additional responsibilities as Interim President of North America.

(2)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 13 in our 2024 Annual Report on Form 10-K.

(3)Includes cash awards to be paid under the 2024 AIP. The Novelis PUs granted under our 2022 LTIP (covering fiscal 2022 through 2024) have a value of $0, such that no cash awards were payable in connection with Novelis PUs.

(4)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 ($)(1)(2)(3)						Group Life Insurance ($)(4)						Relocation, Assignee and Housing Related Payments ($)(5)(6)(7)						Other Perquisites and Personal Benefits ($)(8)(9)(10)						Other Payments ($)(11)						Total ($)
Steven Fisher						208,137						5,040						—						64,445						—						277,622
Devinder Ahuja						85,390						3,555						—						50,624						—						139,569
Tadeu Nardocci						164,979						486						190,035						10,253						—						365,753
Emilio Braghi						128,226						—						13,366						50,692						6,718						199,002
HR Shashikant						68,794						2,993						6,317						56,131						—						134,235

________________________

(1)For Messrs. Fisher, Ahuja, 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 ($330,000 for the 2023 calendar year).

(2)For Mr. Nardocci this amount represents the company contributions: (i) defined contribution plan $55,669 and (ii) the FGTS $109,310.

(3)For Mr. Braghi, this amount represents: (i) $28,456, which is the amount the Company contributed to the Gemini Basis Plan equal to 13.8% of Mr. Braghi's insured salary; and (ii) $99,770, which is the amount the Company contributed to the Gemini Supplemental Plan equal to 23% of Mr. Braghi's insured salary.

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

(5)For Mr. Nardocci, this amount includes $91,435 for expatriate expenses, $67,145 related to tax payments for foreign assignment that will be reimbursed by Mr. Nardocci in FY2025 and $22,824 for home leave. The remaining amount is for airfare and per diem allowance.

(6)For Mr. Braghi, this amount includes $13,366 related to tax payments for foreign assignment.

(7)For Mr. Shashikant, this amount includes $3,000 for expatriate expenses and $3,317 related to tax payments for foreign assignment.

(8)For Messrs. Fisher, Ahuja, 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 and $48,000 for Messrs. Fisher, Ahuja, and Shashikant respectively. 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.

(9)For Mr. Nardocci, this amount represents payments made for expenses related to a company automobile, other transportation, medical and dental coverage, and tax planning.

(10)For Mr. Braghi, this amount includes $19,959 for an auto lease and $19,673 for medical coverage. The remaining amount is for payments for fuel costs, tax planning/preparation and auto insurance coverage.

(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. For Mr. Nardocci, this amount consists of amounts contributed by the Company to FGTS.

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

•Hindalco SARs, Hindalco RSUs and Novelis PUs granted under the LTIP for the fiscal 2024 to fiscal 2026 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 ($/Sh)						Grant Date Fair Value of Stock and Option Awards(2)
																		Threshold ($)						Target ($)(1)						Maximum ($)(1)
Steven Fisher						AIP						6/6/2023						—						1,694,000						3,388,000						—						—						—						—
						Hindalco RSU						6/6/2023						—						—						—						379,176						—						—						1,920,000
						Hindalco SAR						6/6/2023						—						—						—						—						939,739						5.06						1,980,000
						Novelis PU						6/6/2023						1,600,000						3,200,000						6,400,000						—						—						—						—
Devinder Ahuja						AIP						6/6/2023						—						612,850						1,225,700						—						—						—						—
						Hindalco RSU						6/6/2023						—						—						—						106,644						—						—						540,000
						Hindalco SAR						6/6/2023						—						—						—						—						265,785						5.06						560,000
						Novelis PU						6/6/2023						450,000						900,000						1,800,000						—						—						—						—
Tadeu Nardocci						AIP						6/6/2023						—						592,744						1,185,488						—						—						—						—
						Hindalco RSU						6/6/2023						—						—						—						41,473						—						—						210,000
						Hindalco SAR						6/6/2023						—						—						—						—						66,447						5.06						140,000
						Novelis PU						6/6/2023						175,000						350,000						700,000						—						—						—						—
Emilio Braghi						AIP						6/6/2023						—						372,851						745,702						—						—						—						—
						Hindalco RSU						6/6/2023						—						—						—						47,397						—						—						240,000
						Hindalco SAR						6/6/2023						—						—						—						—						75,939						5.06						160,000
						Novelis PU						6/6/2023						200,000						400,000						800,000						—						—						—						—
HR Shashikant						AIP						6/6/2023						—						364,800						729,600						—						—						—						—
						Hindalco RSU						6/6/2023						—						—						—						45,028						—						—						228,000
						Hindalco SAR						6/6/2023						—						—						—						—						72,142						5.06						152,000
						Novelis PU						6/6/2023						190,000						380,000						760,000						—						—						—						—

(1)Mr. Nardocci's AIP Target and Maximum includes a supplemental amount related to his additional assignment as Interim President of North America. The AIP target for his primary assignment is $217,744 and the supplemental amount is $375,000. The AIP maximum for his primary assignment is $435,488 and the supplemental maximum is $750,000.

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

(1)FY2024 represents awards granted on June 6, 2023, that vest in equal installments on each of June 6, 2024, June 6, 2025, and June 6, 2026. 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.

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						803,886						1,459,995						525,992						2,665,550
Devinder Ahuja						153,121						273,165						118,718						604,330
Tadeu Nardocci						122,932						237,367						72,313						364,253
Emilio Braghi						179,243						309,987						77,477						390,264
HR Shashikant						77,084						139,998						73,445						370,412

(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 closing price of a Hindalco share, as published by NSE on the exercise date. If a Hindalco SAR is exercised when NSE is closed, then the closing price on the preceding date NSE 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 fiscal 2024 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 NSE on the vesting date. If a Hindalco RSU becomes vested when NSE is closed, then the value of each Hindalco RSU will be the average of the next available day's high and low prices.

This table summarizes contributions and earnings under the Novelis Corporation Defined Contribution Supplemental Executive Retirement Plan for fiscal 2024. 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 2024, 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 ($330,000 for the 2023 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 ten 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						—						175,360						395,472						—						2,987,738
Devinder Ahuja						58,235						71,116						290,623						—						2,671,034
HR Shashikant						—						48,939						274,675						—						2,151,349

(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 ($) (9)						Termination Without Cause or With Good Reason ($)						CIC-related Termination Without Cause or With Good Reason ($)						Death or Disability ($)						Voluntary Termination or Termination With Cause ($)
Steven Fisher						Short-Term Incentive Pay(1)						—						1,914,220						1,694,000						1,914,220						—
						Long-Term Incentive Plan(2)						—						11,021,075						13,812,560						13,812,560						—
						Severance(3)						—						3,000,000						5,808,000						—						—
						Retirement plans(4)						—						208,137						416,274						—						—
						Continuation of health coverage(5)						—						44,497						52,349						—						—
						Continued group life insurance coverage(6)						—						5,040						10,080						—						—
						Total						—						16,192,969						21,793,263						15,726,780						—
Devinder Ahuja						Short-Term Incentive Pay(1)						796,399						796,399						612,850						796,399						—
						Long-Term Incentive Plan(2)						2,695,274						2,845,191						3,641,146						3,641,146						—
						Severance(3)						—						1,320,000						2,667,700						—						—
						Retirement plans(4)						—						85,390						170,781						—						—
						Continuation of health coverage(5)						—						32,391						38,107						—						—
						Continued group life insurance coverage(6)						—						3,554						7,108						—						—
						Total						3,491,673						5,082,925						7,137,692						4,437,545						—
Tadeu Nardocci						Short-Term Incentive Pay(1)						770,271						770,271						592,744						770,271						—
						Long-Term Incentive Plan(2)						1,201,759						1,238,319						1,508,609						1,508,609						—
						Severance(3)(7)						755,368						755,368						2,610,837						755,368						—
						Retirement plans(4)						—						—						3,117,188						—						—
						Continuation of health coverage(5)						9,607						9,607						19,215						—						—
						Continued group life insurance coverage(6)						—						—						—						—						—
						Total						2,737,005						2,773,565						7,848,593						3,034,248						—
Emilio Braghi						Short-Term Incentive Pay(1)						442,388						442,388						372,851						442,388						—
						Long-Term Incentive Plan(2)						1,304,990						1,348,331						1,651,971						1,651,971						—
						Severance(3)(8)						—						28,500						1,892,934						—						—
						Retirement plans(4)						—						—						256,452						—						—
						Continuation of health coverage(5)						—						—						39,346						—						—
						Continued group life insurance coverage(6)						—						—						—						—						—
						Total						1,747,378						1,819,219						4,213,554						2,094,359						—
HR Shashikant						Short-Term Incentive Pay(1)						412,224						412,224						364,800						412,224						—
						Long-Term Incentive Plan(2)						1,260,467						1,300,418						1,593,088						1,593,088						—
						Severance(3)						—						—						1,945,600						—						—
						Retirement plans(4)						—						—						137,588						—						—
						Continuation of health coverage(5)						—						—						34,899						—						—
						Continued group life insurance coverage(6)						—						—						5,985						—						—
						Total						1,672,691						1,712,642						4,081,960						2,005,312						—

________________________ 

(1)These amounts reflect the executives' actual AIP payment for fiscal 2024, or the annual incentive target in the case of CIC.

(2)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, 2024 and (ii) with respect to the Novelis PUs, estimated using the applicable target award.

(3)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.

(4)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.

(5)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).

(6)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.

(7)These amounts represent $755,368 in legal severance that Mr. Nardocci would be entitled to under the FGTS for a termination without cause, retirement, or upon disability. Such amounts would be made in Brazilian real. The U.S. dollar amount included above was adjusted based on the March 31, 2024 exchange rate the of Brazilian real.

(8)This amount represents $28,500, 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.

(9)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. Ahuja, Mr. Nardocci, Mr. Braghi, and Mr. Shashikant are eligible for Retirement on March 31, 2024.

The table below sets forth the total compensation earned by our directors for fiscal 2024. 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						—
Clarence J. Chandran(1)						129,167
Gary Comerford						155,000
Thomas M. Connelly						150,000
Satish Pai						150,000
Vikas Sehgal						150,000
Donald A. Stewart						175,000
Praveen Maheshwari(2)						137,500
Steven Fisher						—

________________________

(1)Mr. Chandran retired from the Board in January 2024, therefore, his fees earned reflects prorated compensation for the fourth quarter of fiscal 2024.

(2)Mr. Maheshwari was appointed to the Board on May 9, 2023, and his fees earned therefore reflects prorated compensation for the first quarter of fiscal 2024.

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

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

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

Item 15. Exhibits and Financial Statement Schedules.