Alcoa Corp
For the period ended May 8, 2025. Filed Mar 19, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 19, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(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
ALCOA CORPORATION
(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
At Alcoa, it’s about results and how we achieve them Our Values
Act with Integrity ●Be open, honest, and accountable ●Do the right thing the right way ●Promote high ethical standards
Operate with Excellence ●Continually improve standards of operation ●Analyze every angle to overcome difficulty ●Empower people with the right resources to do their best workCare for People ●Put safety and health first ●Seek solutions with inclusive teams ●Make decisions with the community in mindLead with Courage ●Embrace opportunities to reinvent ●Innovate for long-term impact ●Challenge the status quo
201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania 15212
March 19, 2025
Dear Alcoa Stockholders:
We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Alcoa Corporation (“Alcoa,” or the “Company”) to be held virtually via live webcast on Thursday, May 8, 2025, at 5:30 p.m., Eastern Daylight Time (“EDT”) (Friday, May 9, 2025, at 7:30 a.m. Australian Eastern Standard Time (“AEST")). You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/AA2025.
We believe that hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and safety, effectively allows us to communicate with our stockholders, and reduces the cost and environmental impact of the Annual Meeting.
At the Annual Meeting, stockholders will vote on the matters set forth in the 2025 Proxy Statement (the “Proxy Statement”) and the accompanying notice of the Annual Meeting. The Proxy Statement describes our governance structure and our executive compensation program, which “pays for performance.” We believe that both our governance structure and compensation program reinforce our alignment with stockholder interests.
Your vote is important. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted. In advance of the Annual Meeting on May 8, please cast your vote through the internet, by telephone, or by mail. Instructions on how to vote are found in the section entitled “Questions and Answers About the Annual Meeting and Voting” in the Proxy Statement.
Alcoa’s strategic priorities to Reduce Complexity, Drive Returns, and Advance Sustainably form the basis of our goals to deliver improvement in our business operations and create value for stockholders. These strategic priorities are underpinned by our four corporate values—Act with Integrity, Operate with Excellence, Care for People, and Lead with Courage—which guide the way we act, operate, and interact with our customers, communities, and each other.
2024 was a productive year at Alcoa. We progressed operational improvements and actions to execute our long-term strategy. We operated with no fatalities or life altering injuries, acquired our joint venture partner Alumina Limited, announced the sale of our Ma’aden joint ventures, achieved several production records, began to de-lever the Company, and delivered on our $645 million profitability improvement program, with more savings and ahead of schedule. We are focused on building on this progress by continuing to improve safety and operational stability, and are pursuing targeted areas for growth to deliver value to our stockholders.
Finally, on behalf of the Board of Directors, I sincerely thank Steve Williams, our Board Chairman, for his years of service and contributions to Alcoa since our launch as a public company in 2016, and for his leadership as Chairman of the Board since 2021. Steve has determined that he will not stand for re-election at the Annual Meeting. Alcoa has benefited significantly from his guidance and perspective over the past eight years, and we look to build on this legacy into 2025 and beyond.
Sincerely,
William F. OplingerPresident, Chief Executive Officer and Director
Table of Contents
Proposal 1: Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2026
Proposal 3: Approval, on an Advisory Basis, of the Company’s 2024 Named Executive Officer Compensation
Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2025
Table of Contents [TO BE UPDATED]
| Notice of 2025 Annual Meeting of Stockholders | 1 | Executive Compensation | 40 | |
|---|---|---|---|---|
| Proxy Statement | 2 | Compensation Discussion and Analysis | 40 | |
| About Alcoa | 4 | Executive Summary | 41 | |
| Proxy Voting Overview | 6 | Executive Compensation Philosophy | 43 | |
| Compensation Decision-Making Process | 44 | |||
| 2024 Executive Compensation | 46 | |||
| Other Compensation Plans and | ||||
| Arrangements of Alcoa | 53 | |||
| Board and Governance Matters | 11 | Executive Compensation Tables | 57 | |
| Board of Directors | 11 | 2024 Summary Compensation Table | 57 | |
| Director Qualifications, Skills and Attributes | 12 | 2024 Grants of Plan-Based Awards | 59 | |
| Director Nominees | 13 | 2024 Outstanding Equity Awards at Fiscal | ||
| Process for Identification and Evaluation of | Year-End | 60 | ||
| Director Candidates | 19 | 2024 Option Exercises and Stock Vested | 62 | |
| Corporate Governance | 22 | 2024 Pension Benefits | 62 | |
| Corporate Governance Highlights | 22 | 2024 Nonqualified Deferred Compensation | 64 | |
| Board Structure and Operations | 23 | Potential Payments Upon Termination or Change | ||
| Board Oversight Responsibilities | 28 | in Control | 64 | |
| Other Governance Policies and Practices | 31 | Pay Ratio | 72 | |
| Pay Versus Performance | 73 | |||
| Non-Employee Director Compensation Program | 33 | |||
| 2024 Director Compensation | 34 | Beneficial Ownership | 75 | |
| Stock Ownership Guideline for Non-Employee | Common Stock | 75 | ||
| Directors | 35 | Stock Ownership of Directors and Executive Officers | 76 | |
| Equity Compensation Plan Information | 77 | |||
| Information Relating to the 2026 Annual Meeting | 78 | |||
| Questions and Answers About the Annual | ||||
| Meeting and Voting | 80 | |||
| Audit Matters | 37 | ATTACHMENT A — Additional Information | ||
| Audit Committee Pre-Approval Policy | 37 | Regarding Performance Measures | 85 | |
| Auditor Fees | 37 | |||
| Audit Committee Report | 38 | |||
i
Notice of 2025 Annual
Meeting of Stockholders
Agenda
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