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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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At Alcoa, it’s about results and how we achieve them
Our Values
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Act with Integrity
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Be open, honest, and accountable
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Do the right thing the right way
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Promote high ethical standards
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Operate with Excellence
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Continually improve standards of operation
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Analyze every angle to overcome difficulty
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Empower people with the right resources to do their best work
Care for People
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Put safety and health first
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Seek solutions with inclusive teams
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Make decisions with the community in mind
Lead with Courage
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Embrace opportunities to reinvent
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Innovate for long-term impact
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Challenge the status quo
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obtain or maintain adequate insurance coverage; (t) our ability to execute on our strategy to reduce complexity and optimize our asset portfolio and to realize the anticipated benefits from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies; (u) our ability to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions; (v) our ability to fund capital expenditures; (w) deterioration in our credit profile or increases in interest rates; (x) impacts on our current and future operations due to our indebtedness; (y) our ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock; (z) cyber attacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents; (aa) labor market conditions, union disputes and other employee relations issues; (bb) a decline in the liability discount rate or lower-than-expected investment returns on pension assets; and (cc) the other risk factors discussed in Alcoa’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) and other reports filed by Alcoa with the SEC, including those described in this report.
Alcoa cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Alcoa disclaims any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks described above and other risks in the market.
Incorporation by Reference
Neither the Compensation Committee Report nor the Audit Committee Report included herein shall be deemed soliciting material or filed with the SEC and neither of them shall be deemed incorporated by reference into any prior or future filings made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate such information by reference. In addition, this document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.
3
Full Year 2024 Highlights
The Company demonstrated significant improvements in financial performance on continued strength in alumina and aluminum pricing and considerable advances in operational stability.
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Cash |
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Revenue |
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Net Income (Loss) Attributable to Alcoa |
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Adjusted EBITDA excluding special items (1) |
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• Key cash actions included the issuance of the Company’s first green bond with net proceeds of $737 million and the voluntary repayment of $385 million drawn under the Alumina Limited Revolving Credit Facility. |
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• The Company’s increase in revenue was primarily driven by higher average realized third-party prices for alumina and aluminum and higher shipments. |
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• The Company's year over year improvement in net income attributable to Alcoa generally reflects lower raw material and energy costs and higher alumina and aluminum prices. |
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• Adjusted EBITDA excluding special items increased 196% year over year, primarily due to higher average realized prices for alumina and aluminum and lower raw material costs. |
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(1)
Adjusted EBITDA excluding special items is a non-GAAP financial measure. Please see “Attachment A—Additional Information Regarding Performance Measures” for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.
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Key 2024 Business Highlights |
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January 8 Announced curtailment of Kwinana refinery in Australia |
March 11 Entered into binding agreement to acquire Alumina Limited
March 21 Closed first green bond offering
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July 16 Stockholder approval of the issuance of shares related to the Alumina Limited acquisition |
August 1 Completed acquisition of Alumina Limited
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September 15 Announced agreement to sell 25.1% stake in Ma’aden joint ventures |
October 15 Extended long-term supply agreement to Aluminium Bahrain B.S.C. (Alba)
October 16 Announced progress towards strategic partnership in Spain
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Alumina Limited Acquisition
On March 11, 2024 (EDT), Alcoa entered into a Scheme Implementation Deed, as amended and restated by the Deed of Amendment and Restatement, dated as of May 20, 2024 (the “SID”), by and among Alcoa, AAC Investments Australia 2 Pty Ltd, an Australian proprietary company limited by shares and an indirect wholly owned subsidiary of Alcoa (“Alcoa Bidder”), and Alumina Limited, an Australian public company limited by shares and listed on the Australian Securities Exchange (“Alumina Limited”). On August 1, 2024 (the “Implementation Date”), pursuant to the SID, Alcoa completed the acquisition of all of the ordinary shares of Alumina Limited (“Alumina Shares”) through Alcoa Bidder. Holders of Alumina Shares received 0.02854 Alcoa CDIs, each such CDI representing an ownership interest in a share of Alcoa common stock, for each Alumina Share, except that (i) holders of Alumina Shares represented by American Depositary Shares, each of which represented four Alumina Shares, received 0.02854 shares of Alcoa common stock, (ii) certain ineligible foreign stockholders received a pro rata share of net cash proceeds from a sale nominee’s sale of shares of Alcoa common stock that such ineligible foreign stockholders would have otherwise been entitled to receive in the form of CDIs, and (iii) a certain sstockholder received, for certain of their Alumina Shares, 0.02854 shares of Alcoa’s Series A Convertible Preferred Stock, which is convertible into shares of Alcoa common stock on a one-for-one basis. The Alcoa CDIs are quoted on the Australian Stock Exchange under the trading symbol AAI. Unless otherwise specified, references to "stockholders” include holders of Alcoa CDIs. |
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5
Director Nominees
Alcoa’s Board is currently comprised of 12 members. Directors are elected annually to each serve for a one-year term. Mr. Steven Williams, who has served as Chairman of the Board since 2021, and as a member of the Board since Alcoa became a public company in 2016, is not standing for re-election, and his term on the Board will end at the conclusion of the Company’s Annual Meeting. The Board has approved that the size of the Board will be reduced from 12 to 11 members immediately upon the conclusion of the Annual Meeting.
The following table provides summary information about each director nominee standing for election to the Board for a one-year term expiring at the 2026 Annual Meeting.
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Director Since |
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Committee Memberships |
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Name |
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A |
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GN |
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PC |
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SSPI |
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John A. Bevan
Retired Chief Executive Officer and Executive Director, Alumina Limited |
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68 |
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2024 |
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Mary Anne Citrino
Senior Advisor, The Blackstone Group |
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65 |
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2016 |
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Alistair Field
Retired Group Chief Executive Officer and Managing Director, Sims Limited |
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60 |
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2024 |
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Pasquale (Pat) Fiore
Former Rio Tinto executive |
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64 |
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2020 |
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Thomas J. Gorman
Retired Chief Executive Officer, Brambles Limited |
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64 |
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2021 |
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James A. Hughes
Managing Partner, EnCap Investments L.P. |
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62 |
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2016 |
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Roberto O. Marques
Former Executive Chairman and Chief Executive Officer of Natura Co Holding S.A. |
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59 |
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2023 |
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William F. Oplinger (1) President and Chief Executive Officer, Alcoa Corporation |
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58 |
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2023 |
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Carol L. Roberts
Retired Senior Vice President and Chief Financial Officer, International Paper Company |
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65 |
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2016 |
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Jackson (Jackie) P. Roberts
Operating Partner, Capitol Meridian Partners |
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2022 |
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Ernesto Zedillo
Senior Fellow, Jackson School of Global Affairs, Frederick Iseman ’74 Director of the Program for the Study of Globalization at Yale University; Former President of Mexico |
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73 |
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2016 |
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A - Audit Committee |
GN – Governance and Nominating Committee |
PC – People and Compensation Committee |
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SSPI – Safety, Sustainability and Public Issues Committee |
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7
Director Qual ifications, Skills, and Attributes
Our director nominees have substantial leadership, management, and industry experience in various fields. This range of experience of our director nominees, illustrated in the skills matrix and director nominees’ biographies, is evidenced in Board deliberations, during which multiple perspectives are considered in developing dynamic strategies to achieve our strategic priorities to Reduce Complexity, Drive Returns, and Advance Sustainably.
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Leadership |
11/11 |
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Industry/Manufacturing |
6/11 |
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Operations |
8/11 |
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Service as a CEO or senior executive of a complex organization provides insight into how large organizations like Alcoa operate |
At least 10 years’ experience in Alcoa’s industry (mining, refining, metals, and manufacturing) contributes to defining and directing strategy |
Experience with developing and implementing operational plans and business models contributes to oversight of operational strategy |
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Global Business and Economics |
11/11 |
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Energy |
4/11 |
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Financial Literacy |
11/11 |
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Exposure to geographic, political, and regulatory environments outside the U.S. contributes to a mix of perspectives and an understanding of Alcoa’s global footprint |
Exposure to energy sources and technologies (including through leading or advising energy or utility companies) contributes to understanding key elements of Alcoa’s operations |
Knowledge of finance, financial reporting, capital allocation, debt/capital market transactions, and/or mergers and acquisitions strengthens an understanding of key financial drivers of the business |
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Financial Expertise |
7/10 |
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Risk Management |
11/11 |
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Cybersecurity |
5/11 |
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Qualification as an “audit committee financial expert” under SEC rules (independent directors only) |
Experience identifying, assessing, and managing complex risks and implementing risk management procedures strengthens the Board’s oversight of significant risks |
Experience with risks related to information technology and cybersecurity contributes to oversight of risk identification and mitigation efforts |
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Labor/Human
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10/11 |
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Compensation |
8/11 |
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Scientific Innovation/Technology |
10/11 |
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Strong understanding of labor relations, human resources, inclusion, and/or human capital management contributes to effective oversight of Alcoa’s global workforce |
Experience with designing and administering executive compensation and broad-based incentive and benefit programs contributes to the Board’s role in compensation planning |
Technical, scientific, or engineering knowledge strengthens the Board’s expertise in research and development and strategy to support Alcoa’s growth and competitive advantage |
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Government/Legal/ Regulatory |
4/11 |
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Environment, Health and Safety |
9/11 |
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Social/Community Engagement/Public Policy |
11/11 |
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Significant experience in regulated industries, including as part of a business and/or through positions with government organizations and regulatory bodies, contributes to an understanding of the regulatory environment and working with government agencies |
Strong understanding of, environmental and workplace safety and health risks, regulations and practices contributes to oversight of EHS policies and risks |
Experience in social and community affairs, public policy and/or corporate responsibility initiatives support Alcoa’s goals to operate ethically and with accountability and transparency |
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As further described, our director nominees represent a range of backgrounds and overall experience. The Board believes that the mix of directors on our Board should represent a broad range of experiences, knowledge, skills, judgment, perspectives, and characteristics, which contributes to the overall competencies and effectiveness of the Board by bringing multiple viewpoints to Board deliberations and decisions. The 11 director nominees also represent a range of ages: 50-59 (18%); 60-69 (73%); and 70-75 (9%), with an average age of approximately 64.
In selecting a director nominee, the Governance and Nominating Committee focuses on skills, expertise, perspective, and background that would complement the existing Board as a whole. The Governance and Nominating Committee uses the skills matrix, the annual Board and committee evaluation process, and its corporate governance policies to guide and assist in its evaluation of the overall composition of the Board.
Background information about the director nominees, including the business experience, individual skills, and qualifications that contribute to the Board’s effectiveness, are described on the following pages.
12
Director Nominees
The Board has affirmatively determined that each of the director nominees qualifies for election under the Company’s criteria for evaluation of directors pursuant to the Criteria for Identification, Evaluation, and Selection of Directors in the Company’s Corporate Governance Guidelines. The following pages include biographical information about each of the director nominees and their specific qualifications, skills, and attributes that have led the Board and the Governance and Nominating Committee to conclude that they should serve as directors on the Board. In addition, the Board has determined that each non-employee director nominee qualifies as independent under the New York Stock Exchange (“NYSE”) listing standards and the Company’s Director Independence Standards. See “Director Independence.”
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John A. Bevan Independent Director since : 2024 Age : 68 Committees : Safety, Sustainability and Public Issues |
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Mary Anne Citrino Independent Director since : 2016 Age : 65 Committees : Audit; Governance and Nominating (Chair) |
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Attributes and Skills Mr. Bevan has extensive experience in the metals and mining industry, having previously served in several executive and senior management positions across the industry, including as the Chief Executive Officer of Alumina Limited. His experience contributes significant global business, risk management, leadership, and operational expertise to the Board. Mr. Bevan’s Australian experience contributes valuable strategic perspective to the Board. |
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Attributes and Skills Ms. Citrino’s more than 30-year career as an investment banker provides substantial knowledge regarding business strategy and development, as well as strong investor and capital markets insight, to the Board. Ms. Citrino has extensive financial and investment expertise, which is important to the Board and the Company as it pursues its long-term strategic plans and executes its strategic priority to Drive Returns. Ms. Citrino contributes valuable corporate governance experience to the Board from her extensive service on public and private company boards. |
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Career Highlights and Qualifications
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Chief Executive Officer and Executive Director of Alumina Limited, an Australian mining holding company, from 2008 until his retirement in 2013
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Chief Executive Officer of Downer EDI Mining prior to his role as Chief Executive Officer of Alumina Limited
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Spent over 25 years with the BOC Group Plc, a multinational industrial gas company, where he held a variety of executive and senior management positions in Australia, Asia, and the United Kingdom
Other Current Public Directorships
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Qube Holdings LTD, Australia’s largest integrated provider of import and export logistic services
Other Current Affiliations
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Mr. Bevan is a non-executive director of Balmoral Iron Pty Ltd., a Western Australia-based mining company. Mr. Bevan also serves as the Chair of the Board of Directors of the Humpty Dumpty Foundation, a non-profit charitable supplier of children’s medical equipment in Australia.
Previous Public Directorships
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Alumina Limited (2008-2013, 2018-2024)
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BlueScope Steel Limited (2014-2023)
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Ansell Limited (2012-2023)
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Career Highlights and Qualifications
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Senior Advisor of The Blackstone Group, a multinational private equity, alternative asset management, and financial services corporation, since 2015
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Senior Managing Director of Blackstone Advisory Partners L.P. from 2004 until 2015
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Spent more than 20 years advising clients at Morgan Stanley, including as a Managing Director, before joining Blackstone
Other Current Public Directorships
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HP Inc., a multinational information technology company that develops personal computers, printers, related supplies, and 3D printing solutions
Other Current Affiliations
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Ms. Citrino serves on the boards of private companies Trilliant Food and Nutrition, LLC, a vertically integrated coffee manufacturer, ZO Skin Health, a skincare company, and Spanx, Inc., an apparel retailer.
Previous Public Directorships
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Ahold Delhaize (2016-2022)
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Barclays plc (2018-2020)
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13
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Alistair Field Independent Director since : 2024 Age : 60 Committees : Safety, Sustainability and Public Issues |
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Pasquale (Pat) Fiore Independent Director since : 2020 Age : 64 Committees : Audit; Safety, Sustainability and Public Issues |
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Attributes and Skills Mr. Field’s more than 25 years of experience in the mining, metals, and manufacturing sectors provides valuable industry and operations perspective to the Board. Having served a variety of leadership roles across the industry, Mr. Field provides the Board with significant insight in the Company’s vertically integrated operations and strategic considerations. Mr. Field’s Australian experience provides key insight to the Board as the Company executes on its long-term strategy. |
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Attributes and Skills Mr. Fiore’s more than 35 years of experience in the global metals and mining industry, including his significant experience in managing global bauxite and alumina businesses, contributes substantial industry and operations knowledge to the Board. Having served in a range of leadership roles in his career, Mr. Fiore provides the Board with valuable insight into the Company’s strategy as a global and vertically integrated aluminum producer. |
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Career Highlights and Qualifications
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Group Chief Executive Officer and Managing Director of Sims Limited, an Australian-based metal and electronics recycling company, from 2017 until his retirement in 2023
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Several leadership roles at Asciano Limited, an Australian freight and logistics company, prior to joining Sims Limited
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Director of Operations, Aluminum at the Saudi Arabian Mining Company (Ma’aden) from 2009 to 2010
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Spent several years at the Rio Tinto Group, a global mining and metals company ("Rio Tinto"), including as Chief Operating Officer, Bauxite and Alumina, Pacific Operations and Vice President, Operations at Rio Tinto Alcan
Other Current Public Directorships
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BlueScope Steel Limited, an Australian flat product steel producer
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Fonterra Co-operative Group Limited, a New Zealand-based co-operative of dairy farms and exporter of dairy products
Other Current Affiliations
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None
Previous Public Directorships
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Alumina Limited (2024)
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Sims Limited (2017-2023)
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Career Highlights and Qualifications
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Managing Director of Réseau express métropolitain, a light rail system in Montreal from 2021 to 2023
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Consultant for GNL Québec (“GNL”), a Québec-based project development, construction, and operations company from 2020 to 2021, and President of GNL from 2018 to 2020
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Several positions with Rio Tinto, including: Major Project Sponsor for a smelter modernization project; Interim Chief Financial Officer, Aluminum; President and CEO, Bauxite and Alumina, Australia; and Chief Operating Officer, Atlantic Bauxite and Alumina
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Several positions, including President, at QIT Fer et Titane, a Canadian mining company owned by Rio Tinto
Other Current Public Directorships
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None
Other Current Affiliations
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Mr. Fiore serves as chair of the board of directors of STAS Inc., a company specializing in process equipment for the aluminum industry. Mr. Fiore also serves on the board of Fe3dback, a private music streaming company.
Previous Public Directorships
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None
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14
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Thomas J. Gorman Independent Director since : 2021 Age : 64 Committees : Governance and Nominating; People and Compensation (Chair) |
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James A. Hughes Independent Director since : 2016 Age : 62 Committees : Audit; Governance and Nominating |
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Attributes and Skills Mr. Gorman has over 35 years of global business, logistics, and manufacturing experience, which provides significant cross-functional insight to the Board. His previous executive experience leadership roles at complex, large companies and substantial knowledge of global business operations, including extensive experience in Australia, where the Company has significant operational assets, allow him to contribute critical management, operational, financial, and strategic expertise to the Board. |
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Attributes and Skills Mr. Hughes’ extensive experience in the energy sector and leadership positions at large energy companies contributes valuable global business, operational, market, regulatory, strategic, and management expertise to the Board, particularly as it relates to the Company’s portfolio of energy assets and global operations. Mr. Hughes’ experience with the Federal Reserve Bank imparts significant financial and global economic expertise. |
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Career Highlights and Qualifications
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CEO of Brambles Ltd, an Australian-listed global supply chain logistics company, from 2009 until his retirement in 2017
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Joined Brambles Ltd as President of Europe, Middle East, and Africa operations in 2008
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President of Ford Australia from 2004 to 2008; oversaw the establishment of an Asia-Pacific engineering center of excellence in Australia
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Joined the Ford Motor Company in 1987 and held several senior executive positions over his 21-year career at Ford, including positions in Europe, North America, and Australia
Other Current Public Directorships
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Orora Limited, an Australian designer and manufacturer of packaging solutions
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Sims Limited, an Australian company that operates in metal recycling, IT assets and cloud infrastructure reuse, and energy
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Worley Limited, an engineering, project delivery, and consulting services company in Australia
Other Current Affiliations
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Mr. Gorman serves as a Trustee of the Maine Chapter of The Nature Conservancy.
Previous Public Directorships
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None
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Career Highlights and Qualifications
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Managing Partner of EnCap Investments L.P. (“EnCap”), a private equity firm focusing on energy investments, since 2019
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CEO and Managing Director of Prisma Energy Capital, a private entity focused on investments in energy storage, from 2017 until its acquisition by EnCap in 2019
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Former CEO and Director of First Solar, Inc., a leading global provider of comprehensive photovoltaic solar solutions
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Former CEO and Director of AEI Services LLC, a private company that owned and operated power distribution, generation, and gas transportation businesses in emerging markets worldwide
Other Current Public Directorships
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TPI Composites, Inc., a manufacturer of composite wind blades for the energy industry
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TXNM Energy, Inc., an energy holding company
Other Current Affiliations
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Mr. Hughes is currently a member of the Energy Advisory Council of the Federal Reserve Bank of Dallas.
Previous Public Directorships
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None
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15
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Roberto O. Marques Independent Director since : 2023 Age : 59 Committees : People and Compensation; Safety, Sustainability and Public Issues |
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William F. Oplinger President and Chief Executive Officer ("CEO") Director since : 2023 Age : 58 Committees : Not applicable |
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Attributes and Skills Mr. Marques has significant experience in global business, environmental, and social matters in the consumer goods sector. His breadth of leadership experience in these areas, including as a CEO, and extensive background and business experience in Brazil, where the Company has significant operational assets, allow him to contribute valuable management, financial, economic, strategic, portfolio transformation, risk management, and environmental and social perspective to the Board. |
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Attributes and Skills Mr. Oplinger is an experienced leader at Alcoa with extensive knowledge of all aspects of the Company’s business based on his over 20-year career in the aluminum industry and previous leadership positions at Alcoa. As the only management representative on the Board, Mr. Oplinger’s broad range of executive, operational, financial, risk management, and other roles brings critical insight to the Board, including relating to the Company’s industry, business, operations, and strategic direction.
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Career Highlights and Qualifications
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Several positions with Natura Co Holding SA (“Natura Co”), a global personal care cosmetics company based in Brazil, including as a director from 2016 to 2017, Executive Chairman from 2017 to 2022, and Group Chief Executive Officer from 2020 to 2022
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Executive Vice President and President, North America at Mondelēz International, Inc. from 2015 to 2017
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Spent over 25 years at Johnson Johnson, a consumer products company, where he held various global and regional senior executive positions in Latin American, North America, and Europe
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Former Senior Advisor at The Carlyle Group, a global diversified private investment firm, from 2023 to 2024
Other Current Public Directorships
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Sysco Corporation, a global leader in selling, marketing and distributing food products
Other Current Affiliations
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Mr. Marques currently serves as a board member of We Mean Business Coalition, a non-profit organization focused on climate change actions, and the United States Tennis Association Foundation. He is also an external advisor to the Consumer Group of Bain Company, a top management consulting firm.
Previous Public Directorships
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Natura Co (2016-2022)
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Career Highlights and Qualifications
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President and CEO of Alcoa Corporation since September 2023
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Executive Vice President and Chief Operations Officer of the Company from February 2023 until September 2023
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Executive Vice President and Chief Financial Officer of the Company from 2016 to February 2023
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Executive Vice President and Chief Financial Officer of Alcoa Inc., the Company’s former parent company, from 2013 until 2016
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Served in several principal positions in Alcoa Inc.’s Global Primary Products (GPP) business, including Chief Financial Officer, Controller, Operational Excellence Director, and Chief Operating Officer
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Joined Alcoa Inc. in 2000 and held key corporate positions in financial analysis and planning and as Director of Investor Relations
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Held engineering, marketing management, and business planning positions with Westinghouse Corporation and Emerson Electric Co. earlier in his career
Other Current Public Directorships
•
None
Other Current Affiliations
•
Mr. Oplinger serves on the advisory board of Ridgeline Royalties, a supplier of royalty and stream financing for miners of certain metals.
Previous Public Directorships
•
None
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16
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Carol L. Roberts Independent Director since : 2016 Age : 65 Committees : Audit (Chair); People and Compensation
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Jackson (Jackie) P. Roberts Independent Director since : 2022 Age : 62 Committees : People and Compensation; Safety, Sustainability and Public Issues (Chair) |
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Attributes and Skills Ms. Roberts’ over 35-year career in industrial manufacturing career includes engineering, operations, business management, human resources, and finance experience, bringing deep cross-functional knowledge and perspectives to the Board. Her executive experience and leadership roles, including as the Chief Financial Officer of International Paper Company ("IP"), provide the Board with strong accounting and corporate finance expertise, as well as valuable perspective on risk management and strategic oversight. |
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Attributes and Skills Ms. Roberts has significant experience in environmental, climate, and social matters, serving in various roles at both for- and non-profit entities. Ms. Roberts’ experience in these matters deepens the Board’s understanding of stakeholder perspectives and challenges as the Company pursues its strategic priority to Advance Sustainably. Ms. Roberts also provides valuable community engagement, strategic risk management, and global regulatory and policy perspective to the Board. |
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Career Highlights and Qualifications
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Senior Vice President and Chief Financial Officer of IP, a leader in packaging and paper with global manufacturing operations, from 2011 until her retirement in 2017
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As Senior Vice President, Packaging and Vice President, Industrial Packing, led IP’s largest business before being named Chief Financial Officer in 2011
•
Served as IP’s Vice President of People Development for three years, during which she developed human resources programs that had a major impact on IP’s talent management and employee engagement
Other Current Public Directorships
•
V.F. Corporation, one of the world’s largest apparel, footwear, and accessories companies
Other Current Affiliations
•
Ms. Roberts serves on the Board of Trustees for the University of Memphis and on the board of Divergent 3D, a private company, utilizing 3D printing and other advanced technology for vehicle manufacturing.
Previous Public Directorships
•
None
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Career Highlights and Qualifications
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Operating Partner of investment firm Capitol Meridian Partners since 2021 and previously Senior Advisor of Sustainability to Hunter Point Capital from 2021 to 2024
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Senior Advisor to Smart Surfaces Coalition, a group of organizations focused on resiliency to climate-related events
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Chief Sustainability Officer of AppHarvest Inc., an applied technology company developing and operating high-tech indoor farms, from 2020 to 2022
•
Held various executive roles at The Carlyle Group, a global diversified investment firm, including as Chief Sustainability Officer, from 2014 to 2020 and as Managing Director from 2019 to 2020
•
Spent over 17 years at the Environmental Defense Fund
Other Current Public Directorships
•
None
Other Current Affiliations
•
Ms. Roberts serves on the boards of PurposeBuilt Brands, LLC and The Conservation Innovation Fund. Ms. Roberts also serves on the Sustainability Advisory Council at American University’s Kogod School of Business and on the Advisory Board of the DC Chapter of LIFT, a nonprofit organization addressing generational poverty.
Previous Public Directorships
•
None
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17
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Ernesto Zedillo Independent Director since : 2016 Age : 73 Committees : Governance and Nominating; Safety, Sustainability and Public Issues |
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Attributes and Skills From his broad experience in government policy, international economics, and geopolitics, and his prior service as the President of Mexico, Dr. Zedillo brings a unique global perspective to matters such as government relations and public affairs in countries in which Alcoa operates. Dr. Zedillo’s extensive leadership experience offers the Board critical insight into global regulatory, economic, energy, political, and trade issues. |
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Career Highlights and Qualifications
•
Professor at Yale University since 2002, where he is the Frederick Iseman ’74 Director of the Yale Center for the Study of Globalization, Professor of International Economics and Politics, Professor Adjunct of Forestry and Environmental Studies, and Senior Fellow at the Jackson School of Global Affairs
•
President of Mexico from 1994 to 2000
•
Served in the Federal Government of Mexico as Secretary of Education, Secretary of Economic Programming and the Budget, and board member of various state-owned enterprises, including PEMEX, Mexico’s national oil company, and Undersecretary of the Budget
•
Has served as deputy manager of economic research and deputy director of the central bank of Mexico and was the founding General Director of the Trust Fund for the Coverage of Exchange Risks
Other Current Public Directorships
•
None
Other Current Affiliations
•
Dr. Zedillo belongs to the international advisory boards of Iberdrola, a multinational renewable energy company in Spain.
Previous Public Directorships
•
Citigroup Inc. (2010-2022)
•
The Procter Gamble Company (2001-2019)
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18
Process for Identi fication and Evaluation of Director Candidates
|
The process to determine director nominees for election to the Board is based upon the recommendations of the Governance and Nominating Committee (for purposes of this section, the “Committee”), which is responsible for selecting directors to recommend to the Board for election by the stockholders and for recommending qualified individuals for appointments and to fill vacancies between stockholder meetings.
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Annual Evaluation of Board Composition The Committee annually reviews the composition and size of the Board and considers the Company’s strategy and business needs, the current Board and individual directors’ range of experience, knowledge, skills, judgment, perspectives, and characteristics, and the specific qualifications and experiences desired for new candidates, if needed. |
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Identify Candidates Candidates for nomination to the Board may be suggested by current directors, management, stockholders, or a third-party search firm engaged to assist with director recruitment.
•
Third-Party Search Firm.
When engaging a third-party search firm, the Committee provides the firm with guidance as to the skills, experience, and qualifications it is seeking on the Board, and the search firm identifies potential candidates for the Committee’s consideration.
•
Stockholder Nominations.
Stockholders may nominate director candidates for election at the annual meeting under the advance notice or proxy access provisions of the Company’s Bylaws. See "Advance Notice Director Nominations" and "Proxy Access Director Nominations" in this Proxy Statement for the procedures to nominate candidates under the relevant provisions of the Bylaws.
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Assess Candidates The Committee will conduct a preliminary review of a prospective candidate’s background, career experience, and qualifications based on available information to consider whether an individual’s mix of skills, experience, and qualifications would complement the existing Board as a whole. If a consensus is reached by the Committee that a particular candidate would likely contribute positively to the Board, the Committee will conduct interviews with the candidate and may invite other Board members or senior Alcoa executives to interview the candidate to assess the candidate’s overall qualifications. The Board has adopted the following minimum qualification criteria for the identification, evaluation, and selection of directors, as further described in the Company’s Corporate Governance Guidelines, which apply regardless of the nominator:
•
Directors must have demonstrated the highest ethical behavior and must be committed to the Company’s values.
•
Directors must be committed to seeking and balancing the legitimate long-term interests of all of the Company’s stockholders, as well as its other stakeholders, including its customers, employees and the communities where the Company has an impact. Directors must not be beholden primarily to any special interest group or constituency.
•
It is the objective of the Board that all non-management directors be independent. In addition, no director should have, or appear to have, a conflict of interest that would impair that director’s ability to make decisions consistently in a fair and balanced manner.
•
Directors must be independent in thought and judgment. They must each have the ability to speak out on difficult subjects; to ask tough questions and demand accurate, honest answers; to constructively challenge management; and at the same time, act as an effective member of the team, engendering by his or her attitude an atmosphere of collegiality and trust.
•
Each director must have demonstrated excellence in his or her field and must be able to deal effectively with crises and to provide advice and counsel to the Chief Executive Officer and his or her peers.
•
Directors should have proven business acumen, serving or having served as a chief executive officer, or other senior leadership role, in a significant, complex organization; or serving or having served in a significant policy-making or leadership position in a well-respected, nationally or internationally recognized educational institution, not-for-profit organization or governmental entity; or having achieved a widely recognized position of leadership in the director’s field of endeavor, which adds substantial value to the oversight of material issues related to the Company’s business.
•
Directors must be committed to understanding the Company and its industry; to regularly preparing for, attending and actively participating in meetings of the Board and its committees; and to confirming that existing and future individual commitments will not materially interfere with the director’s obligations to the Company. The number of other board memberships, in light of the demands of a director nominee’s principal occupation, should be considered, as well as travel demands for meeting attendance.
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19
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•
Directors must understand the legal responsibilities of board service and fiduciary obligations. All members of the Board should be financially literate, as determined by the Board in its business judgment, and have a sound understanding of business strategy, business environment, corporate governance and board operations. At least one member of the Board must satisfy the requirements of an “audit committee financial expert,” as determined by the Board in its business judgment.
•
Directors must be self-confident and willing and able to assume leadership and collaborative roles as needed. They need to demonstrate maturity, valuing Board and team performance over individual performance and respect for others and their views.
•
New director nominees should be able to and committed to serve as a member of the Board for an extended period of time.
•
In selecting a director nominee, the Governance and Nominating Committee will consider each candidate’s diversity of experiences, knowledge, skills, judgment, perspectives, and characteristics that would complement the existing Board as a whole and in light of the Company’s business and strategies, recognizing that the Company’s businesses and operations are diverse and global in nature. When identifying candidates for Board membership, the Governance and Nominating Committee shall consider, and shall request that any search firm it engages include, qualified women and racially/ethnically diverse persons in the initial pool from which director nominees are chosen. However, a director nominee will not be specifically chosen nor excluded solely or largely based on any single attribute or characteristic.
•
Directors should have reputations, both personal and professional, consistent with the Company’s image and reputation.
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Committee Recommendation and Board Nomination This evaluation procedure is the same for all candidates, including director candidates identified by stockholders, and was followed with respect to the appointments of Messrs. Bevan and Field to the Board in 2024 in connection with the Company’s acquisition of Alumina Limited. In evaluating Mr. Bevan as a director candidate, the Committee and the Board considered his extensive experience in the metals and mining industry in Australia, and his previous service with Alumina Limited, among many attributes, and concluded that he would contribute positively to the Board’s mix of skills and experiences. In evaluating Mr. Field as a director candidate, the Committee and the Board considered his experience in the mining, metals, and manufacturing sectors, his experience in Australia, and his previous service with Ma'aden, among many attributes, and concluded that he would contribute positively to the Board’s mix of skills and experiences. The Board has determined to recommend Messrs. Bevan and Fields for election to the Board at the Annual Meeting as they each meet the Company’s criteria for evaluation of directors and possess qualifications, skills, and attributes that complement the Board as a whole. |
Director Independence
Providing objective, independent judgment is at the core of the Board’s oversight function. Under the Company’s Director Independence Standards, which conform to the independence requirements pursuant to the listing standards of the NYSE, a director is not considered “independent” unless the Board affirmatively determines that the director has no material relationship with the Company or any subsidiary in the consolidated group. The Director Independence Standards include a list of categories of material relationships affecting the determination of a director’s independence. In making such determinations, the Board also considers transactions, relationships, and arrangements between each director or director nominee (or an immediate family member of the director or director nominee) and the Company and management. Any relationship that falls below a threshold set forth in the Director Independence Standards or is not otherwise listed in the NYSE listing standards or the Director Independence Standards and is not required to be disclosed under Item 404(a) of SEC Regulation S-K, is deemed to be an immaterial relationship.
The Board has affirmatively determined that each of the current directors (Messrs. Williams, Bevan, Field, Fiore, Gorman, Hughes, and Marques, Dr. Zedillo, and Mses. Citrino, C. Roberts, and J. Roberts), other than Mr. Oplinger, are independent. Mr. Oplinger is employed by the Company and therefore does not meet the independence standards set forth in the NYSE listing standards and our Director Independence Standards. In the course of making its determination regarding independence, the Board did not find any material relationships that would impair any director’s independence, other than Mr. Oplinger’s employment with Alcoa. Specifically, with respect to Messrs. Bevan and Field, the Board reviewed and considered their positions as directors of Alumina Limited in 2024, prior to Alcoa’s acquisition of Alumina Limited, and concluded that neither Mr. Bevan nor Mr. Field had a direct or indirect material interest in any transaction between Alcoa and Alumina Limited during such period.
20
Director Overboarding Policy
As described in our Corporate Governance Guidelines, the Board has established an overboarding policy so that a director’s service on other public company boards does not impair the director’s ability to effectively serve on our Board. To that end, the Board believes that (i) directors who also serve as executive officers of public companies should not serve on more than one public company board in addition to the Company’s Board; (ii) other directors should not serve on more than three other public company boards in addition to the Company’s Board; and (iii) Audit Committee members should not serve on the audit committees of more than three public companies (including the Company’s Audit Committee). The Board takes into account the nature of and time involved in a director’s service on other boards in evaluating the qualifications of each director. The Governance and Nominating Committee also regularly evaluates director affiliations and time commitments. All of our current Board members are in compliance with the Company’s overboarding policy.
Retirement Policy and Board Refreshment
Our Corporate Governance Guidelines provide that no director should stand for election or re-election to the Board if the director has reached age 75 before the date of election or will reach age 75 during the term for which the director is being considered for nomination, unless the Governance and Nominating Committee determines that such director’s continued service is in the Company’s interests (the “Retirement Policy”). Since the time of our formation as a standalone company, we have had directors retire in accordance with the Retirement Policy and, when necessary and appropriate, the Board has also added new directors, resulting in Board refreshment over time. Since 2019, seven new directors have joined the Board, six of whom are independent.
21
Corporate Governance
The Board has adopted a number of policies to support our values and good corporate governance, which are central to the success of our business and in advancing stockholder interests.
Corporate Governance Highlights
The Company is committed to corporate governance practices that enhance accountability to our stockholders and support the long-term success of our business.
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Board Structure, Independence, and Accountability |
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Structure |
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Separate roles of non-executive Chairman and CEO. Non-executive Chairman (currently Mr. Williams) presides over Board meetings and during the Board’s executive sessions. |
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Independence |
|
Independent Chairman and fully independent Board committees. 10 of 11 director nominees are independent. |
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Engagement |
|
Non-employee director attendance at Board and committee meetings averaged approximately 98% in 2024. Independent directors meet in regular executive sessions without management present. |
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Perspectives |
|
Director nominees represent a mix of skills, experience, backgrounds, and tenures. |
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Accountability |
|
Directors are subject to overboarding limitations. Annual Board and committee self-evaluation process and annual Board evaluation of CEO performance. Annual certification of compliance with Code of Conduct and governance/ethics policies. |
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Tenure |
|
If not elected, directors are expected to tender resignation to the Board for its consideration. Retirement policy that no director should stand for election or re-election if the director has reached age 75 before the date of election or will reach age 75 during the term for which the director is being considered for nomination. The current average director tenure on the Board is 4.5 years. |
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Board Oversight |
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Strategy |
|
Board actively oversees and guides Alcoa’s strategic direction and long-term plans. |
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Risk |
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Board regularly assesses and oversees Alcoa’s risk profile, exposures, and mitigation strategies. Full Board is responsible for risk oversight and Board committees oversee certain key risks. |
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Succession Planning |
|
Board actively monitors Alcoa’s executive succession and development plans. |
|
Stockholder Rights and Access |
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|
Proxy Access |
|
Stockholders have the ability to nominate directors through proxy access. |
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Elections
|
|
Annual elections of all directors with simple majority voting in uncontested director elections.
No supermajority voting provisions.
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Special Meetings |
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Stockholders representing at least 25% of outstanding shares are generally able to call special meetings. |
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Engagement |
|
Stockholder engagement program to understand investor perspectives. Stockholders have opportunities to engage with management, including at investor conferences. |
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No poison pill |
|
Alcoa does not have a poison pill. |
|
Stock and Compensation |
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|
Clawback Policy |
|
Clawback policy that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former executive officer in the event of an accounting restatement in accordance with such policy. |
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Executive Officer
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|
Generally limits severance payments to our executive officers, without stockholder ratification, to 2.99 times base salary plus target annual incentive bonus. |
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Hedging/Pledging |
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Prohibition on short selling, hedging, or pledging Company securities by directors, executive officers, and employees. |
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Stock Ownership |
|
Executive officers and directors are subject to robust stock ownership guidelines. |
22
|
Board, Committee, and Individual Director Annual
The Governance and Nominating Committee developed and oversees the formal annual, multi-faceted process to assess the performance and effectiveness of the full Board, the operations of its committees, and the contributions of individual directors. The self-evaluation process is designed to solicit robust feedback regarding the Board, the committees, and individual directors and to promote the compliance, continuous improvement, and accountability of our Board. |
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Director-to-Director Interviews |
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The evaluation process is overseen by our independent Chairman and includes individual interviews conducted by:
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Feedback |
A summary of results identifying any themes, issues, and specific feedback that emerge from individual interviews are discussed in Board and committee executive sessions, and individual director feedback is communicated by the Chairman as appropriate.
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|
Ongoing Evaluation Actions |
In addition to the formal annual Board, committee, and individual director self-evaluation process described above, our ongoing corporate governance evaluation process incorporates:
27
Management Succession Planning
As described in our Corporate Governance Guidelines, the paramount duty of the Board is to select a CEO and to oversee the CEO and other senior management in the competent and ethical operation of the Company. The Board is responsible for identifying and reviewing the qualities and characteristics necessary for an effective CEO of the Company. With these principles in mind, the Board periodically monitors and reviews the development and progression of potential internal candidates against these standards. The Company’s succession planning process enables advanced planning for contingencies, including an untimely vacancy, to facilitate the transition to both interim and longer-term leadership.
The People and Compensation Committee oversees the annual evaluation of the performance of the Company’s officers in consideration of annual compensation and oversees and makes recommendations to the Board with respect to short-term and long-term succession planning for the development, retention, and replacement of the Company’s officers (other than the CEO). The Committee’s review includes discussions regarding development plans for officers to help prepare them for future succession and officers’ readiness to take on additional leadership roles.
29
Stockholder Engagement and Responsiveness
Routine and consistent investor outreach is fundamental to our commitment to engagement, communication, and transparency with our stockholders. We communicate with our stockholders through various methods, all of which are designed to keep stockholders apprised of the Company’s business as well as provide opportunities for feedback.
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1
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We proactively and regularly reach out to our largest institutional stockholders, representing over 50% of our outstanding shares. Also throughout the year, we participate in numerous investor conferences and make efforts to meet with as many stockholders as possible, to solicit feedback and provide our Board and management insight into the issues that are most important to our stockholders.
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2
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Stockholder feedback is shared with the Board or committees, as appropriate, and as engagements occur. Feedback from engagements during 2024 included discussions relating to:
•
Global markets and position of Alcoa’s existing portfolio;
•
Strategic updates related to Alcoa’s business, including on specific matters such as our San Ciprián complex and Western Australia mining operations;
•
Capital allocation framework; and
•
The Company’s biodiversity and mine rehabilitation practices.
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3
|
The Board considers stockholder feedback in its continuous review of matters important to stockholders. For example, in response to stockholder feedback received in 2023, Alcoa began publishing information regarding its public policy engagement and advocacy efforts on its website. At the 2024 Annual Meeting, an advisory stockholder proposal requesting the preparation of an annual report on lobbying activities did not pass, receiving the support of approximately 36% of shares represented at the 2024 Annual Meeting and entitled to vote. |
Communications with Directors
The Board welcomes input and suggestions. Stockholders and other interested parties wishing to contact the Chairman, individual directors, or the non-management directors as a group may do so by sending a written communication to the attention of the Chairman c/o Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858.
To communicate issues or complaints regarding questionable accounting, internal accounting controls, or auditing matters, send a written communication to the Audit Committee c/o Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858. Alternatively, you may place an anonymous, confidential, toll-free call in the United States to Alcoa’s Integrity Line at 1-800-346-7319. You may also make reports by internet, email, or standard mail. For a listing of internet, email, and mailing addresses, and of Integrity Line telephone numbers outside the United States, go to www.alcoa.com “ Company—What We Believe—Ethics and Compliance—Integrity Line .” See also www.alcoa.com “ Investors—Governance—Contact Directors .”
Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors, as appropriate, depending upon the facts and circumstances outlined in the communication. The Corporate Secretary’s Office will submit to the Board or to any individual director or directors all communications received, excluding only those items that are not related to Board duties and responsibilities, such as: junk mail and mass mailings; product complaints and product inquiries; new product or technology suggestions; job inquiries and resumes; advertisements or solicitations; and surveys.
30
Other Governance Policies and Practices
Corporate Governance Documents
The following governance documents are available on our website, www.alcoa.com , under “ Investors—Governance—Governance Documents .”
Paper copies of the documents listed above can be obtained by writing to Alcoa Corporation, Attention: Secretary, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines, which are designed to assist the Board in the exercise of its duties and responsibilities to the Company. They reflect the Board’s commitment to monitor the effectiveness of decision-making at the Board and management levels with a view to achieving Alcoa’s strategic objectives. They are subject to modification by the Board at any time.
Code of Conduct
The Company’s Code of Conduct applies to all employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), and directors of the Company, its subsidiaries, and entities it controls. We conduct annual surveys regarding compliance with the Code of Conduct.
Only the Audit Committee can amend or grant waivers from the provisions of the Code of Conduct, and any such amendments or waivers applicable to directors and officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) will be disclosed promptly on our website, www.alcoa.com . No waivers have been granted to date.
The Company provides Code of Conduct training for employees. Salaried employees complete the training online, and shop floor employees receive the training in organized group sessions. The training is focused on the Company’s policies and procedures and provides information on how to ask questions and raise concerns through the Company’s Integrity Line and other resources.
Insider Trading Policy
31
Related Person Transactions
Review, Approval, and Oversight of Transactions with Related Persons
The Company has a written Related Person Transaction Policy that governs the review, approval, and oversight of transactions between the Company and related persons. The policy applies to any transaction, arrangement, or relationship, or series of similar transactions, arrangements, or relationships (including any indebtedness or guarantee of indebtedness) in which (i) Alcoa or a subsidiary, partnership, joint venture, or other business association that is effectively controlled by Alcoa directly or indirectly was, is, or will be a participant and the amount involved exceeds $120,000 and (ii) a related person had, has, or will have a direct or indirect material interest; except those transactions, arrangements, or relationships that would not be required to be disclosed pursuant to SEC rules after considering the materiality thresholds and exceptions to disclosure set forth in Item 404 of Regulation S-K. A related person means (i) any person who is, or at any time since the beginning of Alcoa’s last fiscal year was, a director or executive officer of Alcoa or a director nominee, (ii) any stockholder known to Alcoa to be the beneficial owner of more than 5% of any class of Alcoa’s voting securities, (iii) any immediate family member of the foregoing persons, or (iv) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position, or in which such person has more than a 10% beneficial ownership interest.
Under the policy, it is the responsibility of the Governance and Nominating Committee (for the purpose of this section, the “Committee”) to conduct a reasonable prior review of and oversee related person transactions for potential conflicts of interest, and approve, ratify, revise, or reject related person transactions in accordance with the policy. Management is responsible for determining whether a proposed transaction is a related person transaction requiring review by the Committee under the policy (including whether the related person has a material interest), based on a review of all facts and circumstances, including information provided to management. Upon determination by management that a transaction is a related person transaction requiring review by the Committee, the material facts respecting the transaction and the related person’s interest in such transaction are reported to the Committee. If management determines that it is unreasonable or impractical to wait until the next Committee meeting to review a proposed related person transaction, the chairperson of the Committee may review and approve the related person transaction in accordance with the policy. Any such approval must be reported to and ratified by the Committee at the next regularly scheduled Committee meeting.
When reviewing proposed related person transactions, the Committee or the chairperson (as the case may be) will consider all of the relevant factors, including, but not limited to (if and to the extent applicable): the impact on a director’s or director nominee’s independence in the event that the related person is a director, a director nominee, an immediate family member of a director or a director nominee, or an entity in which a director or a director nominee is a partner, stockholder, or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; required disclosures; the dollar value of the transaction; the relative benefits to be obtained and obligations to be incurred by the Company; whether the terms of the transaction are comparable to those available to third parties; and whether the related person transaction is, overall, not inconsistent with the interests of the Company. The Committee will prohibit a related person transaction if it determines it to be inconsistent with the interests of Alcoa and its stockholders.
If Alcoa becomes aware of a related person transaction that has not been the subject of a reasonable prior review and approval by the Committee under the policy, the matter shall be reviewed by the Committee as promptly as practicable. The Committee shall consider all of the relevant facts and circumstances respecting such related person transaction, and shall evaluate all options available to the Company, including ratification, revision, or termination of such related person transaction, and shall take such course of action as the Committee deems appropriate under the circumstances.
If a related person transaction will be ongoing, the Committee is responsible for overseeing such related person transaction and may establish guidelines for Alcoa’s management team to follow in its ongoing dealings with the related person. Thereafter, the Committee, on at least an annual. basis, will review and assess ongoing relationships with the related person to confirm that they are in compliance with the Committee’s guidelines and that the related person transaction remains appropriate.
Transactions with Related Persons in 2024
Louis Langlois, the spouse of Tammi A. Jones, the Company’s Executive Vice President and Chief Human Resources Officer, is employed by the Company. During 2024, he served as Senior Vice President, Treasury and Capital Markets of the Company, for which he was paid total annual cash and equity compensation of approximately $1,104,600. Mr. Langlois' compensation was determined and approved by the People and Compensation Committee and is consistent with the compensation provided to other similarly-situated employees. Mr. Langlois is also eligible to participate in Company benefit plans that are available to other employees in similar positions and locations. Ms. Jones recused herself from compensation recommendations and decisions relating to Mr. Langlois. This related person transaction was reviewed and approved by the Committee in accordance with our Related Person Transaction Approval Policy.
32
2024 Directo r Compensation
The following table sets forth the total compensation of the Company’s non-employee directors for the year ended December 31, 2024.
|
Name (1) |
|
Fees Earned
|
|
|
Stock
|
|
|
Total
|
|
|
Steven W. Williams |
|
$ |
305,000 |
|
$ |
159,997 |
|
$ |
464,997 |
|
John A. Bevan (2) |
|
$ |
54,049 |
|
$ |
124,043 |
|
$ |
178,092 |
|
Mary Anne Citrino |
|
$ |
161,000 |
|
$ |
159,997 |
|
$ |
320,997 |
|
Alistair Field (2) |
|
$ |
54,049 |
|
$ |
124,043 |
|
$ |
178,092 |
|
Pasquale Fiore |
|
$ |
141,000 |
|
$ |
159,997 |
|
$ |
300,997 |
|
Thomas J. Gorman |
|
$ |
150,000 |
|
$ |
159,997 |
|
$ |
309,997 |
|
James A. Hughes |
|
$ |
141,000 |
|
$ |
159,997 |
|
$ |
300,997 |
|
Roberto O. Marques |
|
$ |
130,000 |
|
$ |
159,997 |
|
$ |
289,997 |
|
Carol L. Roberts |
|
$ |
157,500 |
|
$ |
159,997 |
|
$ |
317,497 |
|
Jackson P. Roberts |
|
$ |
146,500 |
|
$ |
159,997 |
|
$ |
306,497 |
|
Ernesto Zedillo |
|
$ |
130,000 |
|
$ |
159,997 |
|
$ |
289,997 |
34
Stock Owner ship Guideline for Non-Employee Directors
To further align the interests of non-employee directors with the long-term interests of our stockholders, non-employee directors are required to own, until retirement from the Board, at least $750,000 of our common stock. RSUs, CDIs, and cash-settled deferred share units relating to Alcoa common stock (acquired at the time of the Company’s separation from its former parent company, Alcoa Inc., in 2016 (the "Separation") for certain directors’ service on the board of directors of Alcoa Inc. pursuant to the Deferred Fee Plan) are counted for purposes of meeting the stock ownership guideline. Whether non-employee directors hold shares of Alcoa common stock, RSUs, CDIs, or deferred share units, they have the same economic interest in the performance of the Company, which further aligns the directors’ interests with those of our stockholders. Non-employee directors receive approximately 50% of their annual compensation in Alcoa stock equivalents, which are required to be held until retirement from the Board, in accordance with the Non-Employee Director Compensation Policy.
The following table shows the value of each current non-employee director’s holdings in Alcoa common stock, RSUs, CDIs, and deferred share units as of January 1, 2025, based on the average closing price per share of our common stock on the NYSE for all active trading days in December 2024, in accordance with the stock ownership guidelines for non-employee directors.
|
Non-Employee Directors (1) |
|
Value of Alcoa Stock,
|
|
|
Steven W. Williams |
|
$ |
3,862,727 |
|
John A. Bevan (1) |
|
$ |
505,859 |
|
Mary Anne Citrino |
|
$ |
1,953,706 |
|
Alistair Field (1) |
|
$ |
160,392 |
|
Pasquale Fiore |
|
$ |
1,312,298 |
|
Thomas J. Gorman (1) |
|
$ |
609,185 |
|
James A. Hughes |
|
$ |
1,831,305 |
|
Roberto O. Marques (1) |
|
$ |
305,621 |
|
Carol L. Roberts |
|
$ |
2,378,623 |
|
Jackson P. Roberts (1) |
|
$ |
461,779 |
|
Ernesto Zedillo |
|
$ |
3,662,569 |
35
Audit Co mmittee Report
In accordance with its charter, the Audit Committee of the Board is responsible for assisting the Board to fulfill its oversight of:
It is the responsibility of Alcoa’s management to prepare the Company’s financial statements and to develop and maintain adequate systems of internal accounting and financial controls. The Company’s internal auditors are responsible for conducting internal audits intended to evaluate the adequacy and effectiveness of the Company’s financial and operating internal control systems.
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for 2024 (the independent auditor), is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America (“GAAP”) and/or other applicable principles, and for attesting to the effectiveness of the Company’s internal control over financial reporting. The independent auditor also reviews the Company’s interim financial statements in accordance with applicable auditing standards.
In evaluating the independence of PricewaterhouseCoopers LLP, the Audit Committee has (i) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the audit firm’s communications with the Audit Committee concerning independence, (ii) discussed with PricewaterhouseCoopers LLP the firm’s independence from the Company and management, and (iii) considered whether PricewaterhouseCoopers LLP’s provision of non-audit services to the Company is compatible with the auditors’ independence. In addition, the Audit Committee assures that the lead audit partner is rotated at least every five years in accordance with SEC and PCAOB requirements, and considered whether there should be a regular rotation of the audit firm itself in order to assure the continuing independence of the outside auditors. The Audit Committee has concluded that PricewaterhouseCoopers LLP is independent from the Company and its management.
The Audit Committee has reviewed with the independent auditor and the Company’s internal auditors the overall scope and specific plans for their respective audits, and the Audit Committee regularly monitors the progress of both in assessing the Company’s compliance with Section 404 of the Sarbanes-Oxley Act, including their findings, required resources, and progress to date.
At every regular meeting, the Audit Committee meets separately with each of the independent auditor and the chief internal audit executive, with and without management present, to review the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s accounting and financial reporting. The Audit Committee also meets separately at its regular meetings with the Chief Financial Officer, the Controller, and the General Counsel (including with regard to ethics and compliance matters).
The Audit Committee has met and discussed with management and the independent auditor the fair and complete presentation of the Company’s audited financial statements. The Audit Committee has also discussed and reviewed with the independent auditor all matters required to be discussed under the applicable requirements of the PCAOB and the SEC. The Audit Committee has discussed significant accounting policies applied in the financial statements, as well as alternative treatments. Management has represented that the consolidated financial statements have been prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with both management and the independent auditor.
Relying on the foregoing reviews and discussions, the Audit Committee recommended to the Board, and the Board approved, inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. In addition, the Audit Committee has approved, subject to stockholder ratification, the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2025.
The Audit Committee
Carol L. Roberts, Chair
Mary Anne Citrino
Pasquale Fiore
James A. Hughes
38
Executive S ummary
2024 Overview
In 2023 and early 2024, the Committee reviewed the Company’s executive compensation and pay-for-performance practices with the goals of motivating our executive leadership team and increasing stockholder value, while mitigating unnecessary risk within our pay programs. This evaluation resulted in the following with respect to our 2024 compensation, which is generally consistent with our 2023 executive compensation program:
|
Continued review of NEO compensation elements |
|
Continued review of our NEO compensation elements against those used in the applicable peer groups. |
||
|
Approved an annual IC plan |
|
Approved an annual IC plan that included a continued focus on financial and operating performance, as further described in the “2024 Executive Compensation—2024 Annual Incentive Compensation” section of this CDA. In 2024, the Company's results demonstrated significant improvements in financial performance due to continued strength in alumina and aluminum pricing and considerable advances in operational stability. As a result, overall performance under the 2024 IC plan (the “IC Plan”) under the Alcoa Corporation Annual Cash Incentive Compensation Plan (as Amended and Restated) (the “Annual Incentive Plan”) had an achievement level of 148.3% (above target). |
||
|
Maintained equity mix |
|
Maintained a performance focused equity mix of 60% PRSUs (at target) and 40% time-based RSUs. |
||
|
Three-year cumulative Performance period for PRSUs |
|
Granted PRSUs with a three-year cumulative performance period of January 1, 2024 through December 31, 2026, which awards can be earned based on the achievement of three metrics weighted as follows: |
||
|
|
|
35% |
35% |
30% |
|
|
|
Total Stockholder Return (relative to the SP Metals and Mining Select Industry Index) (“Relative TSR”) |
Return on Equity (“ROE”) three-year average (“Average ROE”) |
Carbon Intensity |
|
|
|
Each of the metrics is further described under “2024 Executive Compensation—2024 Equity Awards: PRSUs and RSUs.” Our PRSUs for the January 1, 2022 – December 31, 2024 period achieved a below target payout of 52.0%, based on below target performance with respect to the Relative TSR and Average ROE metrics. |
||
41
Executive Comp ensation Philosophy
We believe in a “pay-for-performance” philosophy that links executive compensation to the Company’s measured performance in key financial and non-financial areas and the long-term interests of stockholders. Our executive compensation philosophy is based on four guiding principles to drive pay-for-performance and alignment of our compensation program with the interests of our stockholders:
|
|
|
Motivational |
|
Our executive compensation plans are intended to be highly motivational, retentive, and critical to executive recruiting. |
|
|
|
Targeted at Median |
|
Total compensation (base salary, IC, and LTI) is generally targeted in consideration of the peer group median, with cash and equity incentive opportunities that aim to motivate and reward exceptional performance if goals are achieved at higher than target levels. |
|
|
|
Equity-Dominant and Aligned with Stockholders |
|
Equity comprises the majority of total compensation for NEOs in order to align the interests of NEOs with our stockholders. |
|
|
|
Diversified Metrics |
|
IC and LTI metrics are varied and focus management’s actions on Alcoa’s strategic priorities to Reduce Complexity, Drive Returns, and Advance Sustainably, and on achieving the greatest positive impact on financial performance without creating undue risk. |
For 2024, the Committee used its experience and business judgment to determine the appropriate compensation metrics, targets, and awards for our executive officers, including the NEOs. As part of this determination, the Committee assessed numerous factors including:
|
•
Individual contributions and overall corporate performance;
•
Market positioning, based on peer group data, in consideration of the market median for compensation;
•
Attraction and retention of key individuals in a competitive talent market;
•
Complexity, experience, and importance of each NEO’s role and his or her related responsibilities;
•
Aggressiveness of the performance targets;
•
Unanticipated events impacting financial results; and
•
Leadership and growth potential.
|
Our executive compensation philosophy is reviewed and refined annually by the Committee to align with our strategic priorities, corporate values, business needs, stockholder value, and peer group practices.
43
Compensation Consultant
The Compensation Committee directly retained an independent consultant, Pay Governance, in 2024. Pay Governance provided advice as requested by the Committee on the amount and form of certain executive compensation components, including, among other items, advising on executive compensation market practices, trends, and developments, benchmarking data, plan design elements, and an analysis and review of the compensation arrangements for executives. Pay Governance also provided advice to the Governance and Nominating Committee regarding non-employee director compensation and comparative market information and practices as described under “ Non-Employee Director Compensation Program .” Pay Governance did not provide any services to Alcoa other than the services provided directly to the Board committees.
The Committee performed its annual assessment of the consultant’s independence and found no conflict of interest. In its assessment, the Committee considered, among other matters: that Pay Governance provides no other services to the Company (other than to the Compensation and Governance and Nominating Committees); the amount of fees received from the Company by Pay Governance as a percentage of Pay Governance’s total revenue; the policies and procedures that Pay Governance has in place to prevent conflicts of interest; any business or personal relationships between the consultants at Pay Governance performing consulting services and any Compensation Committee members or any executive officer; and any ownership of Company stock by the consultants. In addition to information provided by Pay Governance, the Company utilized broad-based comparative compensation survey data from Willis Towers Watson, which survey data was not customized for the Company (other than to remove financial services and insurance companies), in order to assist the Company with its general understanding as to whether its compensation programs were competitive with the market.
Consideration of Peer Groups in Establishing Compensation
To help determine 2024 total direct compensation for our NEOs, the Committee developed and approved the use of two peer groups: one group primarily for our Executive team (the “Executive Peer Group”), which consists of 16 companies, and a second group, consisting of over 300 companies, for our other officers (the “Non-Executive Peer Group”), which uses a broader base of companies. During 2024, the Committee reviewed the continued appropriateness of our peer groups.
The Executive Peer Group is determined primarily based upon Global Industry Classification Standards, revenue, and market capitalization. For 2024, the Committee replaced The Sherwin-Williams Company and WestRock Company with Celanese Corporation and Packaging Corporation of America, which companies align closer with Alcoa in terms of revenue. The 2024 component companies for the Executive Peer Group are listed below.
|
Air Products and Chemicals, Inc. |
|
Celanese Corporation |
|
Cleveland-Cliffs Inc. |
|
Commercial Metals Company |
|
|
Eastman Chemical Company |
|
Ecolab Inc. |
|
Freeport-McMoRan Inc. |
|
Huntsman Corporation |
|
|
International Paper Company |
|
Newmont Corporation |
|
Nucor Corporation |
|
Packaging Corporation of America |
|
|
PPG Industries Inc. |
|
Reliance, Inc. |
|
Steel Dynamics, Inc. |
|
United States Steel Corporation |
|
The Non-Executive Peer Group is determined primarily based upon the same revenue criteria as the Executive Peer Group and is limited to companies who also participated in the Willis Towers Watson Executive Compensation Survey, excluding financial services and insurance companies. We believe that using this larger peer group creates more stability and consistency in the data, as outside of the CEO and CFO, the position of each NEO varies by organization and may change year-to-year.
Review of Tally Sheets
For 2024, the Committee utilized and reviewed tally sheets that summarized various elements of historic and current compensation for the CEO and other NEOs, which helped the Committee synthesize the various components of the 2024 executive compensation program. This information included compensation opportunities, actual compensation, and historical awards.
45
Please see “Attachment A—Additional Information Regarding Performance Measures” for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures. Additionally, as a result of Adjusted EBITDA Excluding Special Items not being normalized for the effects of currency, metal prices, and the Alumina Price Index (“API”), the target varies year-over-year and may be less than the prior year.
2024 Target Annual Incentive Compensation Opportunities
In January 2024, the Committee set and approved the following target annual incentive opportunities for each NEO based on his or her then-current job band and review of comparative market data.
|
Named Executive Officer |
|
Target IC
|
|
Total IC
|
|
Total IC
|
|
||
|
William F. Oplinger |
|
150% |
|
$ |
1,852,500 |
|
$ |
3,705,000 |
|
|
Molly S. Beerman |
|
100% |
|
$ |
660,211 |
|
$ |
1,320,422 |
|
|
Matthew T. Reed |
|
100% |
|
$ |
665,000 |
|
$ |
1,330,000 |
|
|
Renato Bacchi |
|
80% |
|
$ |
461,067 |
|
$ |
922,134 |
|
|
Andrew Hastings |
|
80% |
|
$ |
473,417 |
|
$ |
946,834 |
|
2024 Annual Incentive Compensation Payout Determination and Amounts
In January 2025, the Committee met to consider 2024 Company performance and individual contributions to determine IC payouts for each NEO for 2024. The IC plan achievement based on the Company’s results was 148.3% of target (before consideration of each NEO’s individual contributions). The resulting IC payout for the NEOs was based on the following formula, with the individual contribution adjustments (percentage above or below target of 100%) applied to the performance results, as further described below, measured from January 1, 2024 through December 31, 2024, and subject to a maximum payout of 200% of target opportunity.
Formula to Determine 2024 Annual Incentive Compensation Payout
|
Base Salary
|
x |
Applicable
|
x |
Achievement Based
|
+/- |
Individual
|
= |
Annual IC
|
At the beginning of 2024, each NEO’s performance goals and objectives were established in support of the organization as a whole, and as to each function (as described below). The Committee undertook a holistic review of the performance of each NEO serving as of December 31, 2024, relative to their respective goals and objectives, in determining the 2024 IC payouts, placing specific emphasis on each NEO’s roles and contributions to the overall success of the Company throughout 2024. The IC payouts reflect the achievements of the NEOs in a highly complex and rapidly changing commodity environment impacting aluminum and alumina pricing and production costs. The following is a summary of the Committee’s conclusions with respect to the performance of each current NEO:
48
|
William F. Oplinger
|
|
||
|
Led the Company and drove performance and actions to advance the Company’s strategic priorities, while maintaining engagement with the Chairman and the Board, resulting in the following key achievements:
•
Promoted a high-performance culture through improved safety performance and accountability across the business
•
Announced and completed the acquisition of Alumina Limited
|
•
Initiated sale of 25.1% stake in Ma’aden joint ventures, simplifying the portfolio and providing greater financial flexibility
•
Collaborative progress to improve the long-term financial outlook for the Spanish operations
•
Maintained a strong balance sheet and provided capital returns to stockholders
|
Individual Contribution Level: 115% |
|
|
|
|
|
|
|
Molly S. Beerman
|
|
||
|
Led the Company’s finance, tax, treasury, investor relations, risk, and information technology functions:
•
Significantly contributed to advancing several of the Company's strategic transactions and initiatives
•
Oversaw the delivery of $645 million profitability improvement program, exceeding target amount and schedule
|
•
Drove disciplined capital allocation and maintained a strong balance sheet, including through first green bond issuance and subsequent de-levering actions following Alumina Limited acquisition
•
Increased external presence with global investors
|
Individual Contribution Level: 110% |
|
|
|
|
|
|
|
Matthew T. Reed
|
|
||
|
Led the Company’s global operations (Alumina and Aluminum segments) and transformation assets:
•
Continued to drive safety focus and initiatives, with the organization incurring zero FSI-Actuals and fatalities in 2024
•
Advanced operational stability, including the achievement of annual production records at five aluminum smelters
•
Successfully operated under new mining conditions in Western Australia
|
•
Relaunched the Alcoa Business System to drive productivity in operations
•
Oversaw the operational aspects of numerous portfolio actions taken in 2024, including the safe curtailment of the Kwinana refinery and continued restart of the Alumar smelter
•
Integrated strategic talent and invested in building a high-performance team
|
Individual Contribution Level: 110% |
|
|
|
|||
|
Renato Bacchi
|
|
||
|
Led the Company's commercial function, which includes sales and trading, marketing, supply chain, commercial operations, procurement, global energy assets, and innovation and technology programs:
•
Oversaw numerous initiatives to drive commercial excellence and enhance key customer relationships, including the extension of long-term sales contract of alumina and announced first EcoSource™ non-metallurgical alumina sale
|
•
Procured a steady supply of raw materials and timely product delivery despite significant supply chain disruptions observed in the year
•
Extended access to competitive power for Portland smelter with a new long-term agreement
•
Progressed ELYSIS™ technology development through agreement with joint venture partner relating to industrial-scale demonstrations
|
Individual Contribution Level: 100% |
|
49
2024 Grants of Long-Term Incentive Awards to Each NEO
In 2024, the Committee granted the following LTI awards to each NEO, calculated based on the closing price per share of the Company’s common stock on the grant date of January 24, 2024 for the RSUs, and February 21, 2024 for the PRSUs. If and to the extent that the 2024 PRSU awards are earned, as determined by the Committee after the end of the performance period, the 2024 PRSUs will be paid out in shares of Company common stock on a one-unit to one-share basis. The amount of the 2024 PRSUs earned, if any, will be based on the Company’s performance against goals relating to the metrics described below, with payout ranging from 0 to 200% of target for each NEO’s 2024 PRSU award:
|
Name |
|
2024 LTI Fair Market
|
|
Number of
|
|
Number of RSUs |
|
William F. Oplinger |
|
$ 8,250,125 |
|
177,040 |
|
110,890 |
|
Molly S. Beerman |
|
$ 2,100,282 |
|
45,070 |
|
28,230 |
|
Matthew T. Reed |
|
$ 2,100,282 |
|
45,070 |
|
28,230 |
|
Renato Bacchi |
|
$ 1,500,571 |
|
32,200 |
|
20,170 |
|
Andrew Hastings |
|
$ 1,200,278 |
|
25,760 |
|
16,130 |
|
|
|
|
|
|
|
|
PRSU Metrics
|
0% (Minimum) |
100% (Target) |
200% (Maximum) |
|
25th percentile |
50th percentile |
75th percentile |
|
0% (Minimum) |
100% (Target) |
200% (Maximum) |
|
5% ROE |
15% ROE |
35% ROE |
51
2022 PRSUs—Performance Targets and Achievement
The 2022 PRSU awards were granted by the Committee with the performance goals of (i) Three-Year Average ROE (2022-2024), (ii) Relative TSR, and (iii) Carbon Intensity, which were weighted at 35%, 35%, and 30%, respectively, and measured over the performance period of January 1, 2022, through December 31, 2024. At the time that the PRSUs were awarded on January 26, 2022, the grant price was $60.75. Performance relative to the applicable goals and the amount of shares earned for the three-year cumulative performance period were determined by the Committee after the end of the three-year period using the following formula:
|
Payout Based on Three-Year Performance Period (January 1, 2022—December 31, 2024) |
||||
|
Target Opportunity (Number of PRSUs) |
x |
% Achievement Based on Alcoa
|
= |
Payout based on
|
Based on performance against the goals set forth in the below chart, the 2022 PRSU awards were earned as follows:
|
Alcoa Performance Targets and Results (January 1, 2022—December 31, 2024) |
||||||||||||||||
|
Weight |
|
Metric (1) |
|
Minimum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Super-
|
|
Results |
|
Weighted
|
|
35% |
|
Three-Year Average ROE (2022-2024) (measured in basis points) |
|
5% |
|
Interpolation |
|
15% |
|
Interpolation |
|
30% |
|
4.80% |
|
0.0% |
|
35% |
|
Relative TSR (2) |
|
25%
|
|
Interpolation |
|
50%
|
|
Interpolation |
|
75%
|
|
25 of 34 |
|
7.0% |
|
15% |
|
Carbon Intensity Alumina—Lowest CO2e refiner in industry (3) |
|
Rank 5 |
|
Rank 2-4 |
|
Rank 1 |
|
Rank 1 and
|
|
Rank 1 and
|
|
Rank 1 +10% Improvement |
|
30.0% |
|
15% |
|
Carbon Intensity Aluminum—Production from renewable energy (4) |
|
81% |
|
84% |
|
87% |
|
90% |
|
93% |
|
87% |
|
15.0% |
|
Total 100% |
|
|
|
|
|
|
|
|
|
Total Result: |
|
|
|
52.0% |
||
PRSUs—2022 Award Payouts
The three-year performance period applicable to the 2022 PRSU awards ended on December 31, 2024 and, as described in the table above, the Committee determined that the awards were earned at 52% of target (rounded up to the nearest whole share) based on the performance results.
|
Named Executive Officer |
|
2022 PRSU
|
|
Performance
|
|
Total Earned Shares for
|
|
William F. Oplinger |
|
17,780 |
|
52% |
|
9,246 |
|
Molly S. Beerman |
|
3,460 |
|
52% |
|
1,800 |
|
Matthew T. Reed (1) |
|
— |
|
— |
|
— |
|
Renato Bacchi |
|
9,880 |
|
52% |
|
5,138 |
|
Andrew Hastings (1) |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
52
Appropriate Benefits
Our NEOs participate in the same benefit plans as our salaried employees. We provide retirement and benefit plans to senior executives for the same reasons as for other employees—to provide a competitive compensation package that offers an opportunity for retirement, savings, and health and welfare benefits. Retirement plans for senior executives generally pay the same formula amount as retirement plans for salaried employees.
Change in Control Provisions in Annual Incentive and LTI Awards
Annual Incentive Plan
In the event of a change in control, officers and other key employees receiving compensation pursuant to the Annual Incentive Plan, at the discretion of the Committee, are paid a pro-rata portion of target annual incentive compensation for the calendar year for which awards were made, based on the days of service during such calendar year from the beginning of the calendar year through the date of the change in control.
2016 Stock Incentive Plan
The 2016 Stock Incentive Plan provides for "double-trigger" equity vesting in the event of a change in control (as defined in the 2016 Stock Incentive Plan). This generally means that if outstanding awards under the 2016 Stock Incentive Plan are replaced by the acquirer or related entity in a change in control of Alcoa, those replacement awards will not immediately vest on a “single trigger” basis, but rather vesting would accelerate only if the participant is terminated without cause or resigns for good reason (as those terms are defined in the CIC Severance Plan) within 24 months following, or three months preceding, the change in control.
Other Compensation Plan s and Arrangements of Alcoa
Recovery of Incentive Compensation
In accordance with the requirements of the NYSE listing standards, we maintain an executive officer clawback policy (the “Clawback Policy”) that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former “Section 16 officer” of the Company, as defined in Rule 16a-1(f) under the Exchange Act (a “Covered Officer”), in the event of an accounting restatement. Unless an exception applies, the Company will recover reasonably promptly from each Covered Officer the covered compensation received by such Covered Officer in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws as provided in the Clawback Policy.
Under the terms of our 2016 Stock Incentive Plan, the Committee has the right to cancel an equity award prior to a change in control in the event of a participant’s willful engagement in conduct that is injurious to the Company or any subsidiary. For awards granted in 2024 and later, the terms of such awards provide that upon termination of employment by the Company for cause, equity awards held by an employee will be forfeited and immediately cancelled, and the Board in its discretion may require an employee to repay to the Company any and all shares previously paid (or the equivalent value in cash) pursuant to the award terms.
Stock Ownership Guidelines
Alcoa maintains stock ownership requirements that align the interests of management with the interests of stockholders by requiring executives to hold substantial equity in Alcoa until retirement. Our stock ownership guidelines require that the CEO and each of the other NEOs retain equity equal in value to a multiple of their base salary, as shown below. These guidelines reinforce management’s focus on long-term stockholder value and their commitment to Alcoa by requiring a meaningful level of ownership for all NEOs. As noted in the Stock Ownership Guidelines Calculation below, stock ownership is measured as of year-end and is impacted by stock performance over the month of December. Until stock ownership requirements are met, each NEO is required to retain 50% of any shares acquired upon the vesting of RSUs/restricted stock (time- or performance-based) or upon the exercise of stock options. For purposes of satisfying this requirement, “shares” include shares of Alcoa common stock owned outright by the NEO, stock equivalents in the Alcoa Retirement Savings Plan or Deferred Compensation Plan, and unvested time-based RSUs.
|
Name |
|
Stock Ownership as a
|
|
Chief Executive Officer |
|
6X |
|
Chief Financial Officer and Chief Operations Officer |
|
3X |
|
All other NEOs |
|
2X |
|
Stock Ownership Guidelines Calculation |
||||||||||||
|
Salary as of 12/31 |
|
X |
|
Stock Ownership
|
|
÷ |
|
Alcoa’s Average Closing Price per Share for the Month of December |
|
= |
|
Shares Required for Stock Ownership Guidelines |
As of December 31, 2024, all NEOs had satisfied their respective stock ownership guidelines, with the exception of Messrs. Reed and Hastings, who started in their positions in January 2024 and September 2023, respectively. The Committee continues to monitor each current NEO’s progression and achievement of their respective stock ownership requirements.
53
Prohibitions against Short Sales, Hedging, Margin Accounts, and Pledging
The Company’s Insider Trading Policy prohibits directors, executive officers, and employees from engaging in short selling, hedging, or pledging transactions with respect to our securities. Short sales of Alcoa securities (i.e., sales of securities that are not then owned) and derivative or speculative transactions, including puts and calls, in Alcoa securities by our directors, officers, and employees are prohibited. In addition, no director, officer or employee or any designee of such director, officer, or employee is permitted to purchase or use financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engage in transactions that hedge or offset, or that are designed to hedge or offset, any decrease in the market value of Alcoa securities. Directors and officers are also prohibited from holding Alcoa securities in margin accounts and from pledging Alcoa securities as collateral.
Equity Award Grant Policies and Practices
Conservative Compensation Risk Profile
We review our compensation risk profile on an annual basis. The Committee evaluates the risk profile of our compensation programs when establishing policies and upon approving IC and LTI plan designs. Additionally, the Board annually considers risks related to compensation in its oversight of enterprise risk management. These evaluations include a consideration of the ways in which we believe compensation risk is effectively managed or mitigated, including as follows:
Change in Control Severance Plan
We maintain the CIC Severance Plan. The CEO, CFO, General Counsel, the other current NEOs, and other officers designated by the Committee are eligible to participate in the CIC Severance Plan. Under the CIC Severance Plan, an eligible employee who incurs a qualifying termination of employment, which is generally a termination without cause or resignation for good reason within 24 months following, or three months preceding, a change in control, will generally be entitled to receive:
In addition, an eligible employee will be entitled to receive benefits under Alcoa’s post-retirement health care plan if the employee would have become entitled to benefits under this plan had he or she remained employed during the three years, in the case of Tier I Employees, and two years in the case of other participants, following the qualifying termination. If amounts payable to an officer under the CIC Severance Plan would be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such amounts will be reduced if necessary to maximize the after-tax payment to the officer.
54
Severance Agreements
Alcoa has entered into severance agreements with each of the CEO and CFO (together, the “CEO/CFO Severance Agreements”) and other NEOs (collectively, the “Officer Severance Agreements”), for the purpose of providing severance benefits to such officers upon a qualifying termination of employment that occurs other than in connection with a change in control. Payment is generally contingent upon the officer’s execution of a release of claims.
Under the CEO/CFO Severance Agreements, such officer will receive a payment of $50,000 upon a voluntary resignation where such officer provides three months’ notice to Alcoa and executes a release of claims. Upon an involuntary termination without cause, such officer is generally entitled to receive the greater of (i) amounts under the applicable company involuntary severance policy, to which such officer would otherwise be entitled if a participant, or (ii) the following: (a) cash severance equal to two times the officer’s annual base salary, (b) a pro-rated annual bonus for the year in which the termination occurs, (c) reasonable outplacement services for a period of up to twelve months, (d) $50,000 in consideration for the execution of a release of claims, (e) continued health benefits for two years following termination, and (f) a cash lump sum amount designed to provide two years of additional retirement benefits under the Company defined contribution plans in which the officer participates.
Under the Officer Severance Agreements, upon an involuntary termination of the officer’s employment without cause, the officer is generally entitled to receive the greater of (i) amounts under the applicable company involuntary severance policy, to which such officer would otherwise be entitled if a participant, or (ii) the following: (a) cash severance equal to the officer’s annual base salary, (b) a pro-rated annual bonus for the year in which the termination occurs, (c) reasonable outplacement services for a period of up to twelve months, (d) continued health benefits for one year following termination, and (e) a cash lump sum amount designed to provide one year of additional retirement benefits under the Company defined contribution plan in which the officer participates.
Each executive severance agreement contains a provision limiting the aggregate cash payouts thereunder to 2.99 times base salary plus incentive bonus.
Severance Policy
We maintain a Severance Policy, which generally provides that the Company, after October 15, 2023, will not enter into any new severance arrangements or amend to materially increase any existing severance arrangements with or covering any executive officer of the Company that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual incentive bonus, without submitting such new or amended severance arrangements to the Company’s stockholders for ratification, on an advisory basis.
Transaction-Related Cash Bonuses in 2024
The Committee approved the payment of a discretionary cash bonus award to Ms. Beerman and Mr. Hastings, among other employees, in recognition of their individual contributions to the Company’s completion of the acquisition of Alumina Limited in 2024. Ms. Beerman and Mr. Hastings led the Company's efforts for the transaction, including with respect to the structure and negotiations related to the acquisition. Ms. Beerman’s and Mr. Hastings’ recognition bonuses were paid in August 2024 in the amounts of $135,000 and $120,000 respectively.
Alcoa Corporation Deferred Compensation Plan
Under the Alcoa USA Corp. Deferred Compensation Plan, participants may defer base salary amounts and certain incentive plan awards until a later date. Generally, earnings on nonqualified deferred compensation include returns on notional investments that mirror the investment alternatives available to all salaried employees under the Alcoa Retirement Savings Plan for Salaried Employees. In 2024, the NEOs did not receive preferential/above market earnings on their investments. If an NEO’s contributions to the 401(k) Plan exceed the limit on contributions, the executive may elect to have the amount over the limit “spill over” as pre-tax contributions into the nonqualified deferred compensation plan which includes the employer match of up to 6% of base salary and the Employer Retirement Income Contributions of 3%.
55
Compensation C ommittee Report
The People and Compensation Committee has:
The People and Compensation Committee
Thomas J. Gorman,
Chair
Roberto O. Marques
Carol L. Roberts
Jackson P. Roberts
56
Executive Compensati on Tables
2024 Summary Compensation Table
The following table sets forth information regarding the compensation awarded to, earned by, or paid to, our NEOs for the years indicated below.
|
Name and
|
|
Year |
|
Salary
|
|
Bonus
|
|
Stock
|
|
Option
|
|
Non-Equity
|
|
Change in
|
|
All Other
|
|
Total
|
|
||||||||
|
William F. Oplinger President and Chief Executive Officer |
|
2024 |
|
$ |
1,235,000 |
|
$ |
0 |
|
$ |
9,013,167 |
|
$ |
0 |
|
$ |
3,159,346 |
|
$ |
0 |
|
$ |
87,750 |
|
$ |
13,495,263 |
|
|
|
2023 |
|
$ |
862,258 |
|
$ |
0 |
|
$ |
2,464,324 |
|
$ |
0 |
|
$ |
1,000,000 |
|
$ |
321,426 |
|
$ |
58,425 |
|
$ |
4,706,433 |
|
|
|
|
2022 |
|
$ |
708,747 |
|
$ |
0 |
|
$ |
2,357,144 |
|
$ |
0 |
|
$ |
425,248 |
|
$ |
0 |
|
$ |
72,302 |
|
$ |
3,563,441 |
|
|
|
Molly S. Beerman Executive Vice President and Chief Financial Officer |
|
2024 |
|
$ |
660,211 |
|
$ |
135,000 |
|
$ |
2,294,534 |
|
$ |
0 |
|
$ |
1,077,002 |
|
$ |
0 |
|
$ |
78,970 |
|
$ |
4,245,717 |
|
|
|
2023 |
|
$ |
618,864 |
|
$ |
0 |
|
$ |
1,971,119 |
|
$ |
0 |
|
$ |
516,690 |
|
$ |
0 |
|
$ |
60,220 |
|
$ |
3,166,893 |
|
|
|
Matthew T. Reed Executive Vice President and Chief Operations Officer |
|
2024 |
|
$ |
665,000 |
|
$ |
0 |
|
$ |
2,294,534 |
|
$ |
0 |
|
$ |
1,084,814 |
|
$ |
0 |
|
$ |
93,100 |
|
$ |
4,137,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Renato Bacchi Executive Vice President and Chief Commercial Officer |
|
2024 |
|
$ |
576,333 |
|
$ |
0 |
|
$ |
1,639,353 |
|
$ |
0 |
|
$ |
683,762 |
|
$ |
0 |
|
$ |
61,481 |
|
$ |
2,960,929 |
|
|
|
2023 |
|
$ |
502,500 |
|
$ |
0 |
|
$ |
1,369,606 |
|
$ |
0 |
|
$ |
320,374 |
|
$ |
0 |
|
$ |
55,065 |
|
$ |
2,247,545 |
|
|
|
Andrew Hastings Executive Vice President and General Counsel |
|
2024 |
|
$ |
591,771 |
|
$ |
120,000 |
|
$ |
1,311,304 |
|
$ |
0 |
|
$ |
772,284 |
|
$ |
0 |
|
$ |
35,105 |
|
$ |
2,830,464 |
|
|
|
2023 |
|
$ |
191,667 |
|
$ |
100,000 |
|
$ |
386,755 |
|
$ |
0 |
|
$ |
128,018 |
|
$ |
0 |
|
$ |
14,375 |
|
$ |
820,815 |
|
|
Notes to 2024 Summary Compensation Table
|
|
|
2024 RSUs |
|
2024 PRSUs for the 2024-2026 Performance Period (a) |
|||||||||
|
Name |
|
Grant Date |
|
|
Value (a) |
|
Grant Date |
|
|
Value at Target |
|
|
Value at Maximum |
|
William F. Oplinger |
|
1/24/2024 |
|
$ |
3,300,086 |
|
2/21/2024 |
|
$ |
5,713,081 |
|
$ |
9,900,077 |
|
Molly S. Beerman |
|
1/24/2024 |
|
$ |
840,125 |
|
2/21/2024 |
|
$ |
1,454,409 |
|
$ |
2,520,314 |
|
Matthew T. Reed |
|
1/24/2024 |
|
$ |
840,125 |
|
2/21/2024 |
|
$ |
1,454,409 |
|
$ |
2,520,314 |
|
Renato Bacchi |
|
1/24/2024 |
|
$ |
600,259 |
|
2/21/2024 |
|
$ |
1,039,094 |
|
$ |
1,800,624 |
|
Andrew Hastings |
|
1/24/2024 |
|
$ |
480,029 |
|
2/21/2024 |
|
$ |
831,275 |
|
$ |
1,440,499 |
For a discussion of the other assumptions used to estimate the fair value of stock awards, please refer to Note N to the Consolidated Financial Statements in Part II, Item 8 of the 2024 Form 10-K.
57
|
|
|
|
Matching
|
|
|
Employer Retirement
|
|
Australian
|
|
Other
|
|
Total |
|||||||||
|
Name |
|
Savings
|
|
Deferred
|
|
Savings
|
|
Deferred
|
|
|
|||||||||||
|
William F. Oplinger |
|
$ |
20,700 |
|
$ |
0 |
|
$ |
10,350 |
|
$ |
56,700 |
|
|
— |
|
|
— |
|
$ |
87,750 |
|
Molly S. Beerman |
|
$ |
20,700 |
|
$ |
18,913 |
|
$ |
10,350 |
|
$ |
29,007 |
|
|
— |
|
|
— |
|
$ |
78,970 |
|
Matthew T. Reed |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
$ |
93,100 |
|
|
— |
|
$ |
93,100 |
|
Renato Bacchi |
|
$ |
20,090 |
|
$ |
14,490 |
|
$ |
10,350 |
|
$ |
16,551 |
|
|
— |
|
|
— |
|
$ |
61,481 |
|
Andrew Hastings |
|
$ |
9,911 |
|
$ |
0 |
|
$ |
10,350 |
|
$ |
14,844 |
|
|
— |
|
|
— |
|
$ |
35,105 |
58
2024 Grants of P lan-Based Awards
The following table provides information on equity and non-equity plan-based awards granted by Alcoa in 2024.
|
|
|
|
|
|
|
Estimated Possible Payouts
|
|
|
Estimated Future Payouts
|
|
All Other
|
|
All Other
|
|
Exercise
|
|
Grant
|
|
|||||||||||||||||
|
Name |
|
Award |
|
Grant Date |
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|
|
||||||||||||||
|
William F. Oplinger |
|
IC (1) |
|
— |
|
$ |
0 |
|
$ |
1,852,500 |
|
$ |
3,705,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
RSU (2 ) |
|
1/24/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
110,890 |
|
|
— |
|
|
— |
|
$ |
3,300,086 |
|
|
|
|
PRSU (3 ) |
|
2/21/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
0 |
|
|
177,040 |
|
|
354,080 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
5,713,081 |
|
|
|
Molly S. Beerman |
|
IC (1 ) |
|
— |
|
$ |
0 |
|
$ |
660,211 |
|
$ |
1,320,422 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
RSU (2 ) |
|
1/24/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
28,230 |
|
|
— |
|
|
— |
|
$ |
840,125 |
|
|
|
|
PRSU (3 ) |
|
2/21/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
0 |
|
|
45,070 |
|
|
90,140 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
1,454,409 |
|
|
|
Matthew T. Reed |
|
IC (1 ) |
|
— |
|
$ |
0 |
|
$ |
665,000 |
|
$ |
1,330,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
RSU (2 ) |
|
1/24/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
28,230 |
|
|
— |
|
|
— |
|
$ |
840,125 |
|
|
|
|
PRSU (3 ) |
|
2/21/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
0 |
|
|
45,070 |
|
|
90,140 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
1,454,409 |
|
|
|
Renato Bacchi |
|
IC (1 ) |
|
— |
|
$ |
0 |
|
$ |
461,067 |
|
$ |
922,134 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
RSU (2 ) |
|
1/24/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
20,170 |
|
|
— |
|
|
— |
|
$ |
600,259 |
|
|
|
|
PRSU (3 ) |
|
2/21/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
0 |
|
|
32,200 |
|
|
64,400 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
1,039,094 |
|
|
|
Andrew Hastings |
|
IC (1 ) |
|
— |
|
$ |
0 |
|
$ |
473,417 |
|
$ |
946,834 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
RSU (2 ) |
|
1/24/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
16,130 |
|
|
— |
|
|
— |
|
$ |
480,029 |
|
|
|
|
PRSU (3 ) |
|
2/21/2024 |
|
|
— |
|
|
— |
|
|
— |
|
|
0 |
|
|
25,760 |
|
|
51,520 |
|
|
— |
|
|
— |
|
|
— |
|
$ |
831,275 |
|
|
59
2024 Outstanding Equity Awards at Fiscal Year-End
The following table provides information on outstanding Alcoa equity awards held by the NEOs at December 31, 2024.
|
|
|
Option Awards |
|
Stock Awards |
||||||||||||||
|
Name |
|
Date of
|
|
Number of
|
|
Number of
|
|
Option
|
|
Option
|
|
Number
|
|
Market
|
|
Equity
|
|
Equity
|
|
William F. Oplinger |
|
1/24/2018 |
|
18,770 |
|
0 |
|
53.30 |
|
1/24/2028 |
|
149,246 |
|
$ 5,638,514 |
|
204,610 |
|
$ 7,730,166 |
|
Molly S. Beerman |
|
— |
|
— |
|
— |
|
— |
|
— |
|
46,140 |
|
$ 1,743,169 |
|
67,120 |
|
$ 2,535,794 |
|
Matthew T. Reed |
|
— |
|
— |
|
— |
|
— |
|
— |
|
28,230 |
|
$ 1,066,529 |
|
45,070 |
|
$ 1,702,745 |
|
Renato Bacchi |
|
— |
|
— |
|
— |
|
— |
|
— |
|
41,488 |
|
$ 1,567,417 |
|
47,520 |
|
$ 1,795,306 |
|
Andrew Hastings |
|
— |
|
— |
|
— |
|
— |
|
— |
|
21,680 |
|
$ 819,070 |
|
34,080 |
|
$ 1,287,542 |
* Calculated by multiplying the number of shares by the closing price per share of Alcoa’s common stock on December 31, 2024, which was $37.78.
60
|
Name |
|
Award |
|
Grant Date |
|
Unvested
|
|
Unearned
|
|
PRSU/RSU
|
|
William F. Oplinger |
|
RSU |
|
1/24/2024 |
|
110,890 |
|
— |
|
(1) |
|
|
|
RSU |
|
1/25/2023 |
|
17,250 |
|
— |
|
1/25/2026 |
|
|
|
RSU |
|
1/26/2022 |
|
11,860 |
|
— |
|
1/26/2025 |
|
|
|
PRSU |
|
2/21/2024 |
|
— |
|
177,040 |
|
2/21/2027 |
|
|
|
PRSU |
|
2/22/2023 |
|
— |
|
27,570 |
|
2/22/2026 |
|
|
|
PRSU |
|
1/26/2022 |
|
9,246 |
|
— |
|
1/26/2025 |
|
Total |
|
|
|
|
|
149,246 |
|
204,610 |
|
|
|
Molly S. Beerman |
|
RSU |
|
1/24/2024 |
|
28,230 |
|
— |
|
(1) |
|
|
|
RSU |
|
1/25/2023 |
|
13,800 |
|
— |
|
1/25/2026 |
|
|
|
RSU |
|
1/26/2022 |
|
2,310 |
|
— |
|
1/26/2025 |
|
|
|
PRSU |
|
2/21/2024 |
|
— |
|
45,070 |
|
2/21/2027 |
|
|
|
PRSU |
|
2/22/2023 |
|
— |
|
22,050 |
|
2/22/2026 |
|
|
|
PRSU |
|
1/26/2022 |
|
1,800 |
|
— |
|
1/26/2025 |
|
Total |
|
|
|
|
|
46,140 |
|
67,120 |
|
|
|
Matthew T. Reed |
|
RSU |
|
1/24/2024 |
|
28,230 |
|
— |
|
(1) |
|
|
|
PRSU |
|
2/21/2024 |
|
— |
|
45,070 |
|
2/21/2027 |
|
Total |
|
|
|
|
|
28,230 |
|
45,070 |
|
|
|
Renato Bacchi |
|
RSU |
|
1/24/2024 |
|
20,170 |
|
— |
|
(1) |
|
|
|
RSU |
|
1/25/2023 |
|
9,590 |
|
— |
|
1/25/2026 |
|
|
|
RSU |
|
1/26/2022 |
|
6,590 |
|
— |
|
1/26/2025 |
|
|
|
PRSU |
|
2/21/2024 |
|
— |
|
32,200 |
|
2/21/2027 |
|
|
|
PRSU |
|
2/22/2023 |
|
— |
|
15,320 |
|
2/22/2026 |
|
|
|
PRSU |
|
1/26/2022 |
|
5,138 |
|
— |
|
1/26/2025 |
|
Total |
|
|
|
|
|
41,488 |
|
47,520 |
|
|
|
Andrew Hastings |
|
RSU |
|
1/24/2024 |
|
16,130 |
|
— |
|
(1) |
|
|
|
RSU |
|
9/15/2023 |
|
5,550 |
|
— |
|
9/15/2026 |
|
|
|
PRSU |
|
2/21/2024 |
|
— |
|
25,760 |
|
2/21/2027 |
|
|
|
PRSU |
|
9/15/2023 |
|
— |
|
8,320 |
|
9/15/2026 |
|
Total |
|
|
|
|
|
21,680 |
|
34,080 |
|
|
61
2024 Option Exe rcises and Stock Vested
The following table sets forth the actual value received by the NEOs upon exercise of stock options or vesting of stock awards in 2024.
|
|
Option Awards |
|
Stock Awards |
||||
|
Name |
Number of
|
|
Value
|
|
Number of
|
|
Value
|
|
William F. Oplinger (3) |
— |
|
— |
|
108,349 |
|
$3,349,068 |
|
Molly S. Beerman |
— |
|
— |
|
26,675 |
|
$824,524 |
|
Matthew T. Reed (4) |
— |
|
— |
|
— |
|
— |
|
Renato Bacchi |
— |
|
— |
|
34,175 |
|
$1,056,349 |
|
Andrew Hastings (4) |
— |
|
— |
|
— |
|
— |
2024 P ension Benefits
The following table contains information with respect to each plan that provides for specified retirement payments or benefits primarily following retirement, including tax-qualified defined benefit plans and non-qualified defined benefit plans, but excluding defined contribution plans. Effective December 31, 2020, eligible salaried employees, including participating NEOs, in the U.S. ceased accruing retirement benefits for future service under the following defined benefit pension plans.
|
Name |
Plan Name |
|
Number
|
|
Present
|
|
Payments
|
|
|
William F. Oplinger |
Pension Plan for Certain Salaried Employees of Alcoa USA (Rule IM) |
|
20.8 |
|
$ |
638,912 |
|
— |
|
|
Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C |
|
20.8 |
|
$ |
2,470,523 |
|
— |
|
Molly S. Beerman (1) |
— |
|
— |
|
|
— |
|
— |
|
Matthew T. Reed (1) |
— |
|
— |
|
|
— |
|
— |
|
Renato Bacchi (1) |
— |
|
— |
|
|
— |
|
— |
|
Andrew Hastings (1) |
— |
|
— |
|
|
— |
|
— |
The present value calculations are based on mortality assumptions, as discussed in Note O to the Consolidated Financial Statements in Part II, Item 8 of the 2024 Form 10-K, and discount rates of 5.67% for the Pension Plan for Certain Salaried Employees of Alcoa USA Corp. and 5.70% for the Alcoa USA Corp. Nonqualified Supplemental Retirement Plan. A certain percentage of participants are assumed to elect a lump sum form of payment from the qualified pension plan and the remainder are assumed to elect an annuity. The lump sum present value calculation is based on Code Section 417(e) segment rates of 4.66%, 5.25%, and 5.57% and the 2025 Code Section 417(e) lump sum mortality table. Mr. Oplinger is eligible for reduced early retirement benefits on December 31, 2024, as he has satisfied the retirement criteria under the plan. For the purposes of this table, Mr. Oplinger is assumed to commence benefits at age 65.
Qualified Defined Benefit Plan . The Pension Plan for Certain Salaried Employees of Alcoa USA Corp. (the “Plan”) is a funded, tax-qualified, non-contributory defined benefit pension plan that covers a majority of U.S. salaried employees hired before March 1, 2006. In anticipation of Separation, Alcoa Inc. spun off certain assets and liabilities from Alcoa Retirement Plan I (the “Predecessor Retirement Plan”) attributable to employees, including Mr. Oplinger, to form the Plan. The Plan is intended as a continuation of the Predecessor Retirement Plan for the participants covered by the Plan and recognizes elections, years of service, and retirements under the Predecessor Retirement Plan for affected employees and former employees. Benefits under the Plan are based upon years of service and Average Final Compensation. Average Final Compensation includes salary plus annual cash incentive compensation amounts that have not been deferred. The base benefit payable at age 65 is 1.1% of Average Final Compensation up to the Social Security covered compensation plus 1.475% of Average Final Compensation above the Social Security covered compensation, times years of service. No further benefits accrue under the Plan after December 31, 2020. The Plan reflects the
62
compensation limit imposed by the Code, which was $285,000 for 2020. Service for determining retirement eligibility is unaffected. Early retirement benefits are available for employees covered by Rule IM who leave the Company at age 55 with 10 or more years of service, however benefits are reduced from age 65 based on age at commencement. Effective January 1, 2018, participants accruing service on or after January 1, 2018 have a lump sum form of payment available along with all other existing forms of payment (single life, 50% joint and survivor, and 75% joint and survivor monthly annuities, as applicable). The lump sum form of payment is available to vested participants as an immediate lump sum payment or actuarially equivalent annuity following termination with the following exceptions. The lump sum form of payment is not available to disability retirements or other restricted retirement types. Average Final Compensation is calculated using the average of the highest consecutive five of the last ten years of earnings for Mr. Oplinger.
Nonqualified Defined Benefit Plans . Effective as of August 1, 2016, Alcoa USA Corp. adopted and is the sponsor of the Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C (the “Nonqualified Pension Plan”). The Nonqualified Pension Plan is intended as a continuation of the Alcoa Inc. Employees’ Excess Benefits Plan C (the “Predecessor Excess Benefit Plan”), which Alcoa Inc. separated into two separate plans: the Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C and the Predecessor Excess Benefit Plan (renamed Arconic Employees’ Excess Benefits Plan C), in anticipation of Separation. This Nonqualified Pension Plan recognizes retirements and service accrued under the Predecessor Excess Benefit Plan for affected employees and former employees.
Mr. Oplinger participates in the Nonqualified Pension Plan. This plan provides for benefits that exceed the limits on compensation imposed by the Code and base salary and incentive compensation that has been deferred to the Alcoa USA Corp. Deferred Compensation Plan. The benefit formula is identical to the Pension Plan for Certain Salaried Employees of Alcoa USA Corp formula and no further benefits accrue under the Plan after December 31, 2020. Benefits under the nonqualified plan are payable as a reduced 50% joint and survivor annuity if the executive is married. Otherwise, the benefit is payable as a single life annuity.
63
2024 Nonqualified Deferred Compensation
The following table sets forth information concerning each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax qualified.
|
Name |
Executive
|
|
Registrant
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
|||||
|
William F. Oplinger |
$ |
0 |
|
$ |
56,700 |
|
$ |
236,207 |
|
$ |
0 |
|
$ |
2,306,611 |
|
Molly S. Beerman |
$ |
144,353 |
|
$ |
47,920 |
|
$ |
64,310 |
|
$ |
0 |
|
$ |
924,726 |
|
Matthew T. Reed (5) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Renato Bacchi |
$ |
17,343 |
|
$ |
31,041 |
|
$ |
30,538 |
|
$ |
0 |
|
$ |
418,100 |
|
Andrew Hastings |
$ |
0 |
|
$ |
14,844 |
|
$ |
42 |
|
$ |
0 |
|
$ |
14,886 |
The investment options under the Alcoa USA Corp. Deferred Compensation Plan are generally the same choices available to all salaried employees under the relevant defined contribution plans, and the NEOs did not receive preferential earnings on their investments. The NEOs may defer up to 25% of their base salaries in total to the defined contribution plan and deferred compensation plan and up to 100% of their annual IC to the deferred compensation plan. To the extent the executive elects, the employer contributes matching contributions and ERIC on employee base salary deferrals that exceed the limits on compensation imposed by the Code.
The principal benefit to the NEOs of the Alcoa USA Corp. Deferred Compensation Plan is that United States taxes are deferred until the deferred amount and credited earnings are withdrawn, so that savings accumulate on a pretax basis. Alcoa also benefits from this arrangement because it does not use its cash to pay the deferred salaries or incentive compensation of the individuals who have deferred receipt of these amounts. Alcoa may use this cash for other purposes until the deferred account is paid to the individual upon termination of employment. All nonqualified pension and deferred compensation are general unsecured liabilities of Alcoa until paid. Upon termination of employment, deferred compensation will be paid in cash in a lump sum or in up to ten annual installments, depending on the individual’s election, account balance and retirement eligibility.
Potential Payments Upon Term ination or Change in Control
Except as otherwise provided, the following narrative and tables set forth the potential payments and the value of other additional benefits that would vest or otherwise accelerate vesting at, following, or in connection with any termination, including without limitation, resignation, retirement or a constructive termination of an NEO, or a “change in control” of Alcoa, or a change in the NEOs’ responsibilities, as such scenarios are contemplated in the contracts, agreements, plans or arrangements described below.
The tables assume that employment termination and/or the change in control occurred on December 31, 2024 and a valuation of our common stock based on its closing price per share on December 31, 2024 of $37.78. The tables also assume that each executive will take all action necessary or appropriate for such person to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described below. Actual amounts payable can only be determined at the time of such NEO’s separation from the Company.
A description of some elements of the plans, arrangements and agreements covered by the following tables and which provide for payments or benefits in connection with a termination of employment or change in control are also described under “ Compensation Discussion and Analysis .” The footnotes to the tables describe the assumptions that were used in calculating the amounts described below.
Potential Payments upon a Change in Control .
Alcoa maintains the CIC Severance Plan, which is designed to retain eligible key executives designated by the People and Compensation Committee during the period when a transaction is being negotiated, or during a period in which a hostile takeover is being attempted, and to allow for the impartiality of the key negotiators for Alcoa. The CIC Severance Plan provides participating officers with severance compensation if their employment is terminated without cause or if they leave for good reason, in either case within two years after a change in control of Alcoa, or in certain limited circumstances, prior to a change in control.
Under the CIC Severance Plan, a “change in control” is defined as:
64
In general, the CIC Severance Plan provides for the payment of severance benefits if a change in control occurs, and within the 24 months following, or three months preceding, either:
The CIC Severance Plan provides a higher level of benefits for Alcoa’s CEO, CFO and General Counsel, and such other persons or positions that may be designated by the Committee from time to time, than for other participating officers as a result of the Committee’s determination of the importance of the foregoing roles in the event of a potential change in control transaction. Please see “Other Compensation Plans and Arrangements of Alcoa—Change in Control Severance Plan” in the “Compensation Discussion and Analysis” section for information. Messrs. Oplinger and Hastings and Ms. Beerman would receive a lump sum amount designed to provide three years of ERIC to the defined contribution plan. ERIC is an employer contribution amount equal to 3% of salary and annual incentive compensation.
The amounts shown in the tables below include the value of accelerated vesting of stock awards for all participating NEOs. Awards do not have automatic vesting upon a change in control if a replacement award is provided by the successor entity, but such replacement awards would vest upon termination of an officer’s employment without cause or if the officer leaves for good reason, in either case within two years after a change in control. Values presented in the tables below assume that both a change in control and a qualifying termination occurred for each participating NEO on December 31, 2024. The estimated value of accelerated vesting of stock awards is calculated based on the closing price per share of Alcoa’s common stock on December 31,2024, which was $37.78, and assumes that PRSU awards vest at the target level.
Executive Severance Agreements.
Alcoa has entered into severance agreements with certain executives, including each of its NEOs, to facilitate transitioning of key positions to suit the timing needs of Alcoa by providing clarity to the parties about compensation and benefits to be received in certain termination scenarios.
The Company entered into its standard form of CEO/CFO Executive Severance Agreement with each of Mr. Oplinger and Ms. Beerman. The agreement provides that, if their employment is terminated without cause, they would receive the greater of (i) amounts under the applicable company involuntary severance policy, to which they would otherwise be entitled if a participant, or (ii) the following: a lump sum amount equivalent to two years’ base salary; a pro-rated annual bonus for the year in which the termination occurs, calculated based on achievement of applicable goals; reasonable outplacement services for a period of up to twelve months; continued health care benefits for a two-year period; and a lump sum amount designed to provide two additional years of ERIC under the defined contribution plan. In the case of an involuntary termination without cause, or a voluntary termination where they provide three months’ notice to Alcoa, they would also receive a lump sum severance payment of $50,000 upon execution of a general release of legal claims against Alcoa. No payments would be made under the agreement unless a general release is signed. The agreement includes two-year non-competition and non-solicitation provisions, as well as confidentiality obligations.
The Company entered into its standard form of Corporate Officer Executive Severance Agreement (U.S. and Australia form, as applicable) with each of the other current NEOs − Mr. Reed, Mr. Bacchi, and Mr. Hastings. Pursuant to the form of Corporate Officer Executive Severance Agreement, the agreements with Messrs. Bacchi and Hastings provide that, if employment is terminated without cause, each would receive the greater of (i) amounts under the applicable company involuntary severance policy, to which they would otherwise be entitled if a participant, or, in the case of Mr. Reed, amounts entitled to receive under the severance plan applicable to his Australian location, to which he would otherwise be entitled if a participant, or (ii) the following: a lump sum amount equivalent to one year’s base salary; a pro-rated annual bonus for the year in which the termination occurs, calculated based on achievement of applicable goals; reasonable outplacement services for a period of up to twelve months; continued health benefits for one year following termination; and a lump sum amount designed to provide one year of additional ERIC under the defined contribution plan. The agreement requires the executives to comply with one-year non-competition and non-solicitation provisions, as well as confidentiality obligations. No payment will be made under the agreement unless a general release is signed.
Each executive severance agreement contains a provision limiting the aggregate cash payouts thereunder to 2.99 times base salary plus annual incentive bonus (in a non-change in control scenario).
65
If severance payments or benefits are payable to any NEO under the CIC Severance Plan, no payments would be paid under the officer’s executive severance agreement.
Equity Award Treatment.
Equity awards granted by Alcoa under the 2016 Stock Incentive Plan generally do not provide for accelerated vesting in circumstances where the awards are replaced by the successor in a change in control. Stock options and RSUs would continue to vest in accordance with their original vesting schedule following an employee’s termination of employment due to death, disability, or retirement that occurs at least six months after the grant date, or involuntary termination without cause that occurs at least one year after the grant date and may continue to vest if the termination is as a result of Alcoa’s divestiture of a business. In the case of PRSUs, such continued vesting is subject to achievement of applicable performance goals. Long Term Incentive amounts in the “Termination in Connection with a Change in Control” column, as shown in the following tables, assume that the awards accelerated because they were not replaced by the successor in a change in control or due to a termination without cause or for good reason in connection with the change in control.
66
William F. Oplinger
|
|
|
Termination
|
|
Termination in Connection with a Change
in
Control
|
|
Death
|
|
Disability
|
|
Retirement
|
|||||
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1) |
|
$ |
2,534,000 |
|
$ |
9,283,500 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Pro-Rata Bonus (2) |
|
$ |
3,159,346 |
|
$ |
1,852,500 |
|
$ |
3,159,346 |
|
$ |
0 |
|
$ |
3,159,346 |
|
Long Term Incentives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSUs—Unvested (3) |
|
$ |
5,638,514 |
|
$ |
5,638,514 |
|
$ |
5,638,514 |
|
$ |
5,638,514 |
|
$ |
5,638,514 |
|
PRSUs—Unvested (3)(4) |
|
$ |
7,730,166 |
|
$ |
7,730,166 |
|
$ |
7,730,166 |
|
$ |
7,730,166 |
|
$ |
7,730,166 |
|
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Insurance (5) |
|
$ |
29,849 |
|
$ |
45,690 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Life Accident Insurance (5) |
|
$ |
0 |
|
$ |
2,643 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Outplacement Services |
|
$ |
8,908 |
|
$ |
8,908 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Additional defined contribution plan amount (6) |
|
$ |
185,250 |
|
$ |
277,875 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Total |
|
$ |
19,286,033 |
|
$ |
24,839,796 |
|
$ |
16,528,026 |
|
$ |
13,368,680 |
|
$ |
16,528,026 |
67
Molly S. Beerman
|
|
|
Termination
|
|
Termination
|
|
Death
|
|
Disability
|
|
Retirement
|
|||||
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1) |
|
$ |
1,377,906 |
|
$ |
3,972,492 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Pro-Rata Bonus (2) |
|
$ |
1,077,002 |
|
$ |
660,211 |
|
$ |
1,077,002 |
|
$ |
0 |
|
$ |
0 |
|
Long Term Incentives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSUs—Unvested (3) |
|
$ |
489,048 |
|
$ |
1,743,169 |
|
$ |
1,743,169 |
|
$ |
1,743,169 |
|
$ |
0 |
|
PRSUs—Unvested (3)(4) |
|
$ |
555,366 |
|
$ |
2,535,794 |
|
$ |
2,535,794 |
|
$ |
2,535,794 |
|
$ |
0 |
|
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Insurance (5) |
|
$ |
29,849 |
|
$ |
45,690 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Life Accident Insurance (5) |
|
$ |
0 |
|
$ |
2,643 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Outplacement Services |
|
$ |
8,908 |
|
$ |
8,908 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Additional defined contribution plan amount (6) |
|
$ |
79,225 |
|
$ |
118,838 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Total |
|
$ |
3,617,304 |
|
$ |
9,087,745 |
|
$ |
5,355,965 |
|
$ |
4,278,963 |
|
$ |
0 |
68
Matthew T. Reed
|
|
|
Termination
|
|
Termination
|
|
Death
|
|
Disability
|
|
Retirement
|
|||||
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1) |
|
$ |
665,000 |
|
$ |
2,660,000 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Pro-Rata Bonus (2) |
|
$ |
1,084,814 |
|
$ |
665,000 |
|
$ |
1,084,814 |
|
$ |
0 |
|
$ |
0 |
|
Long Term Incentives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSUs—Unvested (3) |
|
$ |
0 |
|
$ |
1,066,529 |
|
$ |
1,066,529 |
|
$ |
1,066,529 |
|
$ |
0 |
|
PRSUs—Unvested (3)(4) |
|
$ |
0 |
|
$ |
1,702,745 |
|
$ |
1,702,745 |
|
$ |
1,702,745 |
|
$ |
0 |
|
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Insurance (5) |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Life Accident Insurance (5) |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Outplacement Services |
|
$ |
8,908 |
|
$ |
8,908 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Additional superannuation amount (6) |
|
$ |
186,200 |
|
$ |
372,400 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Total |
|
$ |
1,944,922 |
|
$ |
6,475,582 |
|
$ |
3,854,088 |
|
$ |
2,769,274 |
|
$ |
0 |
69
Renato Bacchi
|
|
|
Termination
|
|
Termination
|
|
Death
|
|
Disability
|
|
Retirement
|
|||||
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1) |
|
$ |
579,600 |
|
$ |
2,081,334 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Pro-Rata Bonus (2) |
|
$ |
683,762 |
|
$ |
461,067 |
|
$ |
683,762 |
|
$ |
0 |
|
$ |
0 |
|
Long Term Incentives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSUs—Unvested (3) |
|
$ |
670,564 |
|
$ |
1,567,417 |
|
$ |
1,567,417 |
|
$ |
1,567,417 |
|
$ |
0 |
|
PRSUs—Unvested (3)(4) |
|
$ |
385,860 |
|
$ |
1,795,306 |
|
$ |
1,795,306 |
|
$ |
1,795,306 |
|
$ |
0 |
|
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Insurance (5) |
|
$ |
24,500 |
|
$ |
49,998 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Life Accident Insurance (5) |
|
$ |
0 |
|
$ |
1,727 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Outplacement Services |
|
$ |
8,908 |
|
$ |
8,908 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Additional defined contribution plan amount (6) |
|
$ |
31,122 |
|
$ |
62,244 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Total |
|
$ |
2,384,316 |
|
$ |
6,028,001 |
|
$ |
4,046,485 |
|
$ |
3,362,723 |
|
$ |
0 |
70
Andrew Hastings
|
|
|
Termination
|
|
Termination
in
Connection with
a Change in
Control
|
|
Death
|
|
Disability
|
|
Retirement
|
|||||
|
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance (1) |
|
$ |
595,125 |
|
$ |
3,205,626 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Pro-Rata Bonus (2) |
|
$ |
772,284 |
|
$ |
473,417 |
|
$ |
772,284 |
|
$ |
0 |
|
$ |
0 |
|
Long Term Incentives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSUs—Unvested (3) |
|
$ |
90,491 |
|
$ |
819,070 |
|
$ |
819,070 |
|
$ |
819,070 |
|
$ |
0 |
|
PRSUs—Unvested (3)(4) |
|
$ |
209,553 |
|
$ |
1,287,542 |
|
$ |
1,287,542 |
|
$ |
1,287,542 |
|
$ |
0 |
|
Benefits and Perquisites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Insurance (5) |
|
$ |
24,500 |
|
$ |
76,532 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Life Accident Insurance (5) |
|
$ |
0 |
|
$ |
2,643 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Outplacement Services |
|
$ |
8,908 |
|
$ |
8,908 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Additional defined contribution plan amount (6) |
|
$ |
31,956 |
|
$ |
95,867 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Total |
|
$ |
1,732,817 |
|
$ |
5,969,605 |
|
$ |
2,878,896 |
|
$ |
2,106,612 |
|
$ |
0 |
71
Pa y Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our CEO, William F. Oplinger, to that of our median employee. The SEC requires us to disclose the annual total compensation of each of Mr. Oplinger and our median employee, as well as the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the SCT).
The values are as follows for 2024, our last completed fiscal year:
A primary purpose of this disclosure is to provide stockholders with a company-specific metric that can assist in their evaluation of our executive compensation practices. We believe our compensation philosophy and process yield an equitable result for our employees. We describe below the methodology used to identify our median employee and calculate the above-disclosed values.
We identified the median employee for purposes of our 2024 pay ratio disclosure using our global employee population as of October 31, 2024. We used a consistently applied compensation measure across our global employee population, excluding Mr. Oplinger, to calculate the median employee compensation. For our consistently applied compensation measure, we calculated annual total compensation by aggregating, for each applicable employee (A) annual base salary for the trailing 12 months preceding October 31, 2024 (or, for hourly employees, the annual work schedule multiplied by hourly wage) and (B) cash target incentive compensation and/or performance pay. This measure of compensation resulted in the identification of a number of employees based in Australia, each of whom had identical compensation. We then calculated each of these employees’ actual 2024 fiscal year compensation in accordance with the rules applicable to the SCT and identified the median of this subset of employees as the employee whose compensation is disclosed above. We did not rely on any material assumptions, adjustments (e.g., cost-of-living adjustments), or estimates (e.g., statistical sampling) to identify our median employee or determine annual total compensation or any elements of annual total compensation for our median employee.
The above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the SEC’s Regulation S-K. However, the SEC’s pay ratio disclosure rule affords significant flexibility to companies in determining appropriate methodologies to identify the median employee and calculating the median employee’s annual total compensation. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations, business models, and compensation practices, and may utilize different methodologies to identify the median employee and calculate the median employee’s annual total compensation.
72
Pay Versu s Performance
As discussed in the CDA above, our Compensation Committee has implemented an executive compensation program designed to align pay with performance, retain talent, and drive stockholder value through programs and practices that incorporate sound policies and best practices. The following table sets forth additional compensation information for our NEOs, calculated in accordance with 402(v) of SEC Regulation S-K. While SCT total compensation values and Compensation Actually Paid (CAP) values are shown together in the below table, they are calculated differently. The SCT compensation values include the accounting fair value of equity awards granted in the year shown (at the time the grant was made), whereas CAP values include a revaluation of current year grants at year-end, plus the change in the fair value of multiple years of historical equity grants, valued at different times during the year. As CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in our stock price, and therefore, may be higher or lower than the SCT compensation values.
|
2024 PAY VERSUS PERFORMANCE |
|||||||||||||||||||||||||||||||||
|
Year
|
|
Summary
|
|
Summary
|
|
Compensation
|
|
Compensation
|
|
Average
Table Total
|
|
Average
Actually Paid
|
|
Value of Initial Fixed
|
|
|
|
|
|
||||||||||||||
|
Total
|
|
Peer Group
|
|
Net
|
|
||||||||||||||||||||||||||||
|
2024 |
|
$ |
|
|
$ |
— |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
(
|
|
|
$ |
|
|
|
2022 |
|
|
— |
|
$ |
|
|
$ |
— |
|
$ |
(
|
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
2021 |
|
|
— |
|
$ |
|
|
$ |
— |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
2020 |
|
|
— |
|
$ |
|
|
$ |
— |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
(
|
) |
|
$ |
|
|
|
William F. Oplinger (PEO) |
|
|
2024 |
|
Summary Compensation Table Total for PEO (Mr. Oplinger) (column (b)) |
|
$ |
|
|
- aggregate change in actuarial present value of pension benefits |
|
$ |
|
|
+ service cost of pension benefits |
|
$ |
|
|
+ prior service cost of pension benefits |
|
$ |
|
|
- SCT “Stock Awards” column value |
|
$ |
|
|
SCT “Option Awards” column value |
|
$ |
|
|
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end |
|
$ |
|
|
+/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end |
|
$ |
|
|
+ vesting date fair value of equity awards granted and vested in the covered year |
|
$ |
|
|
+/- change in fair value of equity awards granted in prior years that vested in the covered year |
|
$ |
(
|
|
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year |
|
$ |
|
|
+ dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year |
|
$ |
|
|
+ excess fair value for equity award modifications |
|
$ |
|
|
Compensation Actually Paid to PEO (Mr. Oplinger) (column (c)) |
|
$ |
|
73
|
AVERAGE FOR NON-PEO NEOS |
|
|
2024 |
|
Average SCT Total for Non-PEO NEOs (column (d)) |
|
$ |
|
|
- aggregate change in actuarial present value of pension benefits |
|
$ |
|
|
+ service cost of pension benefits |
|
$ |
|
|
+ prior service cost of pension benefits |
|
$ |
|
|
- SCT “Stock Awards” column value |
|
$ |
|
|
- SCT “Option Awards” column value |
|
$ |
|
|
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end |
|
$ |
|
|
+/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end |
|
$ |
|
|
+ vesting date fair value of equity awards granted and vested in the covered year |
|
$ |
|
|
+/- change in fair value of equity awards granted in prior years that vested in the covered year |
|
$ |
(
|
|
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year |
|
$ |
|
|
+ dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year |
|
$ |
|
|
+ excess fair value for equity award modifications |
|
$ |
|
|
Average Compensation Actually Paid to Non-PEO NEOs (column (e)) |
|
$ |
|
Pay Versus Performance Relationship Descriptions
The following comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2024, 2023, 2022, 2021, and 2020, including: (a) a comparison between our cumulative total stockholder return and the total stockholder return of the PvP Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h), and (i) of the Pay Versus Performance table.
|
Tabular List The following table lists the financial performance measures that we believe represent the most important financial performance measures we use to link compensation actually paid to our NEOs for fiscal 2024 to our performance: |
|
|
|
|
|
|
|
|
74
Stock Ownersh ip of Directors and Executive Officers
The following table shows the ownership of Alcoa common stock, including CDIs, as of March 1, 2025, by each current director, each director nominee, the NEOs, and all directors and executive officers (serving as of such date) as a group. Executive officers and directors are subject to stock ownership guidelines. Please see “ Compensation Discussion and Analysis ” for a discussion of executive stock ownership guidelines and “ Stock Ownership Guideline for Non-Employee Directors ” for a discussion of the non-employee director stock ownership guideline.
|
Name of Beneficial Owner |
|
Total Beneficial
|
|
Percentage of Class Beneficially Owned |
|
Additional
|
|
Total |
|
Directors |
|
|
|
|
|
|
|
|
|
Steven W. Williams |
|
93,850 |
|
* |
|
4,017 |
|
97,867 |
|
John A. Bevan |
|
8,566 |
|
* |
|
3,977 |
|
12,543 |
|
Mary Anne Citrino |
|
44,426 |
|
* |
|
4,017 |
|
48,443 |
|
Alistair Field |
|
0 |
|
* |
|
3,977 |
|
3,977 |
|
Pasquale (Pat) Fiore |
|
28,522 |
|
* |
|
4,017 |
|
32,539 |
|
Thomas J. Gorman |
|
11,088 |
|
* |
|
4,017 |
|
15,105 |
|
James A. Hughes |
|
41,391 |
|
* |
|
4,017 |
|
45,408 |
|
Roberto O. Marques |
|
3,561 |
|
* |
|
4,017 |
|
7,578 |
|
Carol L. Roberts |
|
41,391 |
|
* |
|
17,588 |
|
58,979 |
|
Jackson (Jackie) P. Roberts |
|
7,433 |
|
* |
|
4,017 |
|
11,450 |
|
Ernesto Zedillo |
|
45,064 |
|
* |
|
45,751 |
|
90,815 |
|
Named Executive Officers |
|
|
|
|
|
|
|
|
|
William F. Oplinger (1) |
|
123,857 |
|
* |
|
198,843 |
|
322,700 |
|
Molly S. Beerman |
|
52,366 |
|
* |
|
59,950 |
|
112,316 |
|
Renato Bacchi |
|
34,063 |
|
* |
|
38,986 |
|
73,049 |
|
Andrew Hastings |
|
3,563 |
|
|
|
32,253 |
|
35,816 |
|
Matthew T. Reed |
|
9,410 |
|
* |
|
46,150 |
|
55,560 |
|
All Directors, Nominees, Named Executive Officers, and Executive Officers as a Group (18 individuals) |
|
567,595 |
|
* |
|
544,659 |
|
1,112,254 |
76
Equity Comp ensation Plan Information
The following table provides information about Alcoa’s common stock that is authorized for issuance under the Company’s equity compensation plan as of December 31, 2024. Additional information is included in Note N of the Consolidated Financial Statements in Part II, Item 8 of the 2024 Form 10-K.
|
Plan Category |
|
Number of securities to be
|
|
Weighted-average exercise
|
|
Number of securities remaining
|
|
Equity compensation plans approved by security holders |
|
3,759,650 |
|
$27.66 |
|
8,117,823 |
|
Equity compensation plans not approved by security holders |
|
0 |
|
0 |
|
0 |
|
Total |
|
3,759,650 |
|
$27.66 |
|
8,117,823 |
77
Proxy Access Director Nominations
In addition to the advance notice procedures, our Bylaws also include provisions permitting, subject to certain terms and conditions set forth therein, stockholders who have maintained continuous qualifying ownership of at least 3% of outstanding Alcoa common stock for at least three years to nominate a number of director candidates not to exceed the greater of two candidates or 20% of the number of directors then in office who will be included in our annual meeting proxy statement. To be timely, an eligible stockholder’s proxy access notice must be delivered no earlier than 150 days and no later than 120 days before the one-year anniversary of the date that we commenced mailing of our definitive proxy statement (as stated in such proxy statement) for the immediately preceding annual meeting, except as otherwise provided in the Bylaws. For the 2026 Annual Meeting, such notice must be delivered to the Secretary no earlier than October 20, 2025 and no later than November 19, 2025. Proxy access candidates and the stockholder nominators meeting the qualifications and requirements set forth in our Bylaws will be included in the Company’s proxy statement and ballot. An eligible stockholder’s proxy access notice must be delivered to our principal executive offices, Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858, Attention: Secretary.
79
Registered Stockholder . If your shares of common stock are registered directly in your name with our transfer agent, Computershare, you are considered a “registered stockholder” of those shares.
Beneficial Owner of Shares . If your shares are held in an account at a bank, brokerage firm, or other similar organization, then you are a beneficial owner of shares held in “street name.” In that case, you will have received these proxy materials from the bank, brokerage firm, or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm, or similar organization how to vote the shares held in your account.
CDI Holder . If you own Alcoa CDIs, then you are the beneficial owner of one share of Alcoa common stock for every CDI that you own. Legal title to the Alcoa common stock underlying your CDIs is held by our CDI depositary, CHESS Depositary Nominees Pty Ltd, or CDN. CDN is considered the stockholder of record for the purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct CDN as to how to vote your shares of common stock underlying your CDIs on your behalf. You are also invited to attend the Annual Meeting, however you cannot vote the shares underlying your CDIs at the Annual Meeting. We encourage you to direct CDN to lodge your votes online prior to the Annual Meeting by lodging your votes through our online voting site at www.investorvote.com.au before 9:00 a.m. (AEST) on May 6, 2025 or by using the details on your Notice of Access Letter to request that Computershare Australia send you a hard copy of the CDI voting form to your registered address.
By Telephone or Internet . All registered stockholders can vote by telephone, by using the toll-free telephone number on their Notice or proxy card, or through the internet, at the web address provided and by using the procedures and instructions described on the Notice or proxy card. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.
By Written Proxy . All registered stockholders who received paper copies of our proxy materials can also vote by written proxy card. If you are a registered stockholder and receive a Notice, you may request a written proxy card by following the instructions included in the Notice. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Alcoa Board.
During the Annual Meeting . All registered stockholders may vote online during the Annual Meeting. You will need the 16-digit control number included on your Notice or proxy card to log in to the virtual meeting platform at www.virtualshareholdermeeting.com/AA2025 . Voting electronically online during the Annual Meeting will replace any previous votes.
Whether or not you plan to attend and participate in the meeting, we encourage you to vote as soon as possible before the Annual Meeting. Your shares will be voted in accordance with your instructions.
Beneficial owners who own shares through a bank, brokerage firm or similar organization can vote by returning the voting instruction card, or by following the instructions for voting via telephone or the internet, as provided by the bank, broker or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. All beneficial owners may also vote online during the Annual Meeting. You will need the 16-digit control number included on your voting instruction card to log in to the virtual meeting platform at www.virtualshareholdermeeting.com/AA2025 . Voting electronically online during the Annual Meeting will replace any previous votes.
Your broker is not permitted to vote on your behalf on “non-routine” matters, unless you provide specific instructions by completing and returning the voting instruction card from your bank, broker, or other similar organization or by following the instructions provided to you for voting your shares via telephone or the internet. For the Annual Meeting, only the ratification of the selection of PricewaterhouseCoopers LLP as our independent auditor for 2025 (Item 2) is considered to be a routine matter (see Question 13 for additional information). For your vote to be counted with respect to non-routine matters (Items 1 and 3), you will need to communicate your voting decisions to your bank, broker, or other similar organization before the date of the Annual Meeting.
If you are a CDI holder, you may vote in advance of the Annual Meeting by instructing CDN to vote the shares of common stock underlying your CDIs on your behalf in one of the following methods:
81
The online process and hard copy voting instruction form provide further details and instructions on how to vote.
The rules governing CDIs provide that CDN is not permitted to vote on your behalf on any matter to be considered at the Annual Meeting unless you specifically instruct CDN how to vote. Accordingly, we encourage you to communicate your voting decision to CDN in the method and at the time specified above to ensure that your vote will be counted.
Stockholders in an Alcoa savings plan may attend and participate in the Annual Meeting but will not be able to vote shares held in an Alcoa savings plan electronically online during the Annual Meeting. You must vote in advance of the Annual Meeting by providing the trustee of the employee savings plan with your voting instructions in advance of the meeting. You may do so by returning your voting instructions by mail, or submitting them by telephone or electronically using the internet. The trustee is the only one who can vote your shares and the trustee will vote your shares as you have instructed. If the trustee does not receive your instructions, your shares generally will be voted in proportion to the way the other plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m. EDT on May 5, 2025.
If you are a registered stockholder, a beneficial owner, or a stockholder in an Alcoa savings plan, there are several ways in which you may revoke your proxy or change your voting instructions before the time of voting at the Annual Meeting (please note that, in order to be counted, the revocation or change must be received by 11:59 p.m. EDT on May 7, 2025, or by 11:59 p.m. EDT on May 5, 2025 in the case of instructions to the trustee of an employee savings plan):
The latest-dated, timely, properly completed proxy that you submit, whether by mail, telephone, or the internet, will count as your vote. If a vote has been recorded for your shares and you subsequently submit a proxy card that is not properly signed and dated, then the previously recorded vote will stand. Voting online during the Annual Meeting will replace any previous votes.
If you are a CDI holder, you can change your vote by visiting our online voting site at www.investorvote.com.au before 9:00 a.m. (AEST) on May 6, 2025, however you may not revoke your vote online. You may revoke your voting instructions by delivering to Computershare Investor Services Pty Limited, 452 Johnston Street, Abbotsford VIC 3067, Australia a written notice of revocation bearing a later date than (i) the CDI voting instruction form previously sent if you voted by a CDI voting instruction form or (ii) the submission of your online vote if you voted by the online voting site.
A quorum is a majority of the outstanding shares (including CDIs) that are entitled to vote as of the record date present at the meeting or represented by proxy. A quorum is necessary to conduct business at the Annual Meeting. Your shares will be counted as present at the Annual Meeting if you have properly voted by proxy. For CDI holders, if you do not submit your CDI voting instruction form and direct CDN how to vote your shares underlying CDIs, the shares underlying your CDIs will not be counted for the purpose of establishing a quorum. Abstentions and broker non-votes count as present at the meeting for purposes of determining a quorum. If you vote to abstain on one or more proposals, your shares will be counted as present for purposes of determining the presence of a quorum.
A “broker non-vote” occurs when a broker submits a proxy for a matter but does not have the authority to vote because the beneficial owner did not provide voting instructions on such matter. Under NYSE rules, the proposal to ratify the appointment of independent auditor (Item 2) is considered a “discretionary” or “routine” item. This means that brokerage firms may vote on such item in their discretion on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before the date of the Annual Meeting. In contrast, all of the other proposals set forth in this Proxy Statement are “non-discretionary” or “non-routine” items; brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.
At the close of business on March 12, 2025 EDT, the record date for the meeting, Alcoa had 258,885,457 outstanding shares of common stock, including shares underlying CDIs. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
Alcoa is incorporated in the State of Delaware and its primary listing of shares is on the NYSE. As a result, the Delaware General Corporation Law (the “DGCL”) and the NYSE listing standards govern the voting standards applicable to actions taken by our stockholders. Under our Bylaws, when a quorum is present, in all matters other than the election of directors, the
82
affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the Company’s stockholders. Under the DGCL and our Bylaws, shares that abstain constitute shares that are present and entitled to vote. Shares abstaining have the practical effect of a vote “against” a matter, other than in the election of directors.
In order for each director nominee to be elected, each nominee must receive the affirmative vote of a majority of the votes cast at the Annual Meeting in respect of his or her election. Broker non-votes and abstentions will have no impact, as they are not counted as votes cast for this purpose.
Where a CDI holder returns the CDI voting instruction form and no instructions are given with respect to a proposal, that CDI holder's vote will not be counted and will have no effect on that proposal.
A description of the voting requirements and related effect of abstentions and broker non-votes on each item is as follows:
|
|
|
|
Voting
|
|
Board
|
|
Vote Required to
|
|
Effect of Abstentions and
|
|
|
Proposal 1 —Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2026 |
|
“For,” “Against,” or “Abstain” on each nominee |
|
“FOR” each nominee |
|
Majority of votes cast for each nominee |
|
None |
|
|
Proposal 2 —Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2025 |
|
“For,” “Against,” or “Abstain” |
|
“FOR” |
|
Majority of shares represented at the Annual Meeting and entitled to vote |
|
Abstentions have the effect of votes “against.” Brokers have discretion to vote on this item. |
|
|
Proposal 3 —Approval, on an Advisory Basis, of the Company’s 2024 Named Executive Officer Compensation |
|
“For,” “Against,” or “Abstain” |
|
“FOR” |
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Majority of shares represented at the Annual Meeting and entitled to vote |
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Abstentions have the effect of votes “against.” Broker non-votes have no effect. |
Yes. Proxy cards, ballots, and voting tabulations that identify stockholders are kept confidential except:
Alcoa pays the cost of soliciting proxies. Proxies will be solicited by Alcoa on behalf of the Board by mail, telephone, other electronic means or in person. To aid in the solicitation, we have retained Innisfree MA Inc. and Sodali Co for estimated aggregate fees of approximately $60,000, plus expenses. We will reimburse brokerage firms and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes. Our employees may also solicit proxies for no additional compensation.
Stockholders who have the same last name and address and who request paper copies of the proxy materials will receive only one copy unless one or more of them notifies us that they wish to receive individual copies. This method of delivery, known as “householding,” will help confirm that stockholder households do not receive multiple copies of the same document, helping to improve efficiency, and reduce our printing and postage costs and environmental impact.
We will deliver promptly, upon written or oral request, a separate copy of the 2024 Form 10-K, Proxy Statement, or Notice, as applicable, to a stockholder at a shared address to which a single copy of the document was delivered. Please direct such requests to Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212- 5858, Attention: Secretary or by email at Corporate_Secretary@Alcoa.com .
Registered stockholders may also request to begin or to discontinue householding in the future by contacting our transfer agent, Computershare, at 1-800-522-6645 (in the U.S. and Canada), 1-201-680-6578 (all other locations), by mail to Computershare Investor Services, P.O. Box 43006, Providence, RI 02940-3006 or through the Computershare website, www.computershare.com . Stockholders owning their shares through a bank, broker, or other similar organization may request to begin or to discontinue householding by contacting their bank, broker or other nominee or by calling 1-866-540-7095.
In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including the 2024 Form 10-K and the Proxy Statement for this Annual Meeting, primarily via the internet. The Notice contains instructions on how to access our
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proxy materials and vote online, or alternatively, to request a paper copy of the proxy materials and a proxy card or voting instruction card.
19. Why did I receive a Notice of Access Letter instead of a full set of proxy materials?
Holders of our CDIs, which are listed on the Australian Securities Exchange will receive a Notice of Access Letter from Computershare Australia. If you received the Notice of Access Letter by electronic mail, you will not automatically receive a printed copy of the proxy materials in the mail. The Notice of Access Letter tells you how to use the internet to access and review this Proxy Statement and our 2024 Form 10-K, and how you may submit your proxy via the internet or request a hard copy of the CDI voting form to be sent in the mail to your registered address. CDI holders who have elected to receive physical copies of annual meeting materials will receive a printed copy of the proxy materials in the mail.
20. What does it mean if I receive more than one Stockholder Notice about the Annual Meeting?
If you are a registered stockholder or participate in Alcoa’s employee savings plans, you will receive one Notice (or if you are an employee with an Alcoa email address, an email proxy form that will be disseminated at the time the Notice and this Proxy Statement is first available to stockholders) for all shares of common stock held in or credited to your accounts as of the record date, if the account names are exactly the same. If your shares are registered differently and are in more than one account, you will receive more than one Notice or email proxy form, and in that case, you can and are urged to vote all of your shares, which will require you to take separate voting actions. To avoid this situation in the future, we encourage you to have all accounts registered in the same name and address whenever possible. You can do this by contacting our transfer agent, Computershare, at 1-800-522-6645 (in the U.S. and Canada) or 1-201-680-6578 (all other locations) or through the Computershare website, www.computershare.com .
21. Can other business in addition to the items listed on the agenda be transacted at the meeting?
The Company knows of no other business to be presented for consideration at the Annual Meeting other than the items indicated in the Notice. If other matters are properly presented at the Annual Meeting, the persons designated as authorized proxies on your proxy card may vote on such matters in their discretion. In addition, the persons designated as authorized proxies on your proxy card may vote your shares to adjourn the Annual Meeting and will be authorized to vote your shares at any adjournments or postponements of the Annual Meeting.
22. How may I obtain a copy of Alcoa’s Form 10-K and proxy materials?
The Company will provide by mail or email, without charge, a copy of its 2024 Form 10-K (not including exhibits and documents incorporated by reference), the Proxy Statement for this Annual Meeting, and the Annual Report on Form 10-K and proxy materials for future Annual Meetings (once available) at your request. Please direct all requests to Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858, Attention: Secretary, call 412-315-2900, or email Corporate_Secretary@Alcoa.com . These materials also are available, free of charge, on Alcoa’s website at www.alcoa.com .
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2024 Annual Incentive Compensation—Normalization applied to “Free Cash Flow—Normalized” metric
For incentive compensation purposes, the Company’s Free Cash Flow—Normalized metric is calculated by taking Alcoa’s Free Cash Flow for the fiscal year ended December 31, 2024 and normalizing the metric for certain factors not in management’s control.
We normalize for the following items, each of which may have significant effects on financial results but are not impacted by management performance or otherwise within management’s control. Because we generally do not hedge against fluctuations in LME and API prices and foreign exchange rates, normalization adjustments were made relative to certain described metrics in determining the 2024 IC awards. For 2024, the most significant normalization impacts were driven by LME, API, regional premiums and tariffs, and currencies, offset by raw material prices. Additionally, we adjust for certain items deemed to be special items to the Company’s financial results.
A description of the normalization of these factors follows:
2024 Annual Incentive Compensation—Cash Net Conversion Cost
Cash Net Conversion Cost is used internally to measure total controllable costs of production of saleable product (alumina or aluminum). The measure is calculated by subtracting uncontrollable raw and direct material costs from total production costs.
Long-Term Equity Incentive Compensation
2024-2026 PRSUs and 2022-2024 PRSUs—Average ROE
The Company’s Average ROE metric is calculated by dividing net income (loss) attributable to Alcoa plus special items by stockholder’s equity at the end of each fiscal year in the 2024-2026 performance period, then dividing by three years to calculate the average.
Special items are comprised of restructuring and other charges, various tax items, and other items management deemed appropriate to exclude from non-GAAP performance measures such as Adjusted EBITDA.
Stockholder’s equity is determined as follows: Total assets minus total liabilities minus non-controlling interest (four quarter average).
2024-2026 and 2022-2024 PRSUs—Carbon Intensity
For our Alumina segment goal, carbon (CO2e) reduction in our refining operations is measured using tons of CO2e per tons of alumina produced, relative to refineries with greater than 2.5M metric tons of annual production, based on Scope 1 and Scope 2 emissions information provided by independent third-party CRU.
Aluminum segment renewable energy production in smelting operations includes both direct and purchased renewable energy and is calculated as a percentage of renewable energy versus total megawatt hours purchased. Measure excludes closed smelters but includes San Ciprián, which is currently curtailed but has planned to restart. The underlying power purchase agreements, which require specific renewable percentages for the energy procured for our smelters, are considered when calculating this metric with respect to our long- term incentive plan. Renewable energy means energy (including electricity and heat) derived from natural processes that are replenished constantly, such as sunlight, wind, and hydropower; nuclear power is excluded.
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Logo 201 ISABELLA STREET, SUITE 500 PITTSBURGH, PA 15212 SCAN TO VIEW MATERIALS VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on May 7, 2025 or by 11:59 p.m. Eastern Daylight Time on May 5, 2025 for shares held in an Alcoa savings plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/AA2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on May 7, 2025 or by 11:59 p.m. Eastern Daylight Time on May 5, 2025 for shares held in an Alcoa savings plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V62368-P25758 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ALCOA CORPORATION THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE LISTED IN ITEM 1, AND FOR ITEMS 2 AND 3. 1. Election of 11 director nominees to serve for one-year terms expiring in 2026 For Against Abstain 1a. John A. Bevan 1b. Mary Anne Citrino 1c. Alistair Field 1d. Pasquale (Pat) Fiore 1e. Thomas J. Gorman 1f. James A. Hughes 1g. Roberto O. Marques 1h. William F. Oplinger 1i. Carol L. Roberts 1j. Jackson (Jackie) P. Roberts 1k. Ernesto Zedillo For Against Abstain 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2025 3. Approval, on an advisory basis, of the Company's 2024 named executive officer compensation Please sign exactly as your name or names appear(s) on this proxy card. If shares are held jointly, EACH holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Alcoa Corporation Annual Meeting of Stockholders Thursday, May 8, 2025, 5:30 p.m. Eastern Daylight Time www.virtualshareholdermeeting.com/AA2025 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 8, 2025 The Notice, Proxy Statement, and Annual Report on Form 10-K are available at www.proxyvote.com V62369-P25758 Alcoa Corporation 201 Isabella Street, Suite 500 Pittsburgh, PA 15212 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoint(s) William F. Oplinger, Andrew Hastings, and Marissa P. Earnest, and each of them, attorneys and proxies with full power of substitution, to represent and to vote on behalf of the undersigned all of the shares of common stock of Alcoa Corporation the undersigned is/are entitled to vote, including with all the powers which the undersigned would possess if personally present at the Annual Meeting of Stockholders of Alcoa Corporation to be held on May 8, 2025, and at any adjournment or postponement thereof. The shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the proxies will vote FOR each nominee listed in Item 1 (Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2026), FOR Item 2 (Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2025), and FOR Item 3 (Approval, on an Advisory Basis, of the Company's 2024 Named Executive Officer Compensation). The proxies are authorized to vote, in their discretion and to the extent permitted by applicable law or rule, upon other matters that may arise during the 2025 Annual Meeting (including, without limitation, to adjourn the 2025 Annual Meeting). The deadline for voting online or by telephone is 11:59 p.m. Eastern Daylight Time on May 7, 2025. If you vote by mail, your proxy card must be received before the 2025 Annual Meeting for your vote to be counted. This card also serves as voting instructions to the trustee of each employee savings plan sponsored by Alcoa, its subsidiaries or affiliates with respect to shares of common stock of Alcoa Corporation held by the undersigned under any such plans. If you hold shares in an Alcoa savings plan, your voting instructions must be received by 11:59 p.m. Eastern Daylight Time on May 5, 2025, or the trustee will vote your plan shares in the same proportion as those plan shares for which instructions have been received. Your vote on the election of directors and the other proposals described in the accompanying Proxy Statement may be specified on the reverse side. If properly signed, dated and returned, this proxy will be voted as specified on the reverse side or, if no choice is specified, this proxy will be voted in accordance with the recommendations of the Board of Directors. Continued and to be signed on reverse side