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
Contents
Pay Versus Performance
As discussed in the CD&A 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(a) · SummaryCompensationTable Total forPEO(Mr. Oplinger)(b)(1) · SummaryCompensationTable Total forPEO(Mr. Harvey)(b)(1) · CompensationActually Paidto PEO(Mr. Oplinger)1(c)(1)(2) · CompensationActually Paidto PEO(Mr. Harvey)1(c)(1)(2) · AverageSummaryCompensationTable Totalfor Non-PEO NamedExecutiveOfficers(d)(1) · AverageCompensationActually Paidto Non-PEONamedExecutiveOfficers(e)(1)(2) · Value of Initial Fixed$100 Investment BasedOn · AdjustedEBITDAExcludingSpecialItems—Non-Normalized(i)(4) (inmillions) | ||||||||||
| TotalStockholderReturn(f)(3) · Peer GroupTotalStockholderReturn(g)(3) · NetIncome (Loss)(h) (inmillions) | ||||||||||
| 2024 | $13,495,263 | $— | $16,943,357 | $— | $3,543,639 | $4,331,603 | $181.56 | $208.99 | $24 | $1,589 |
| 2023 | $4,706,433 | $14,554,320 | $2,178,580 | $5,644,646 | $1,970,208 | $849,879 | $161.49 | $218.23 | $(773) | $536 |
| 2022 | — | $12,837,409 | $— | $(1,408,893) | $2,594,429 | $1,375,931 | $213.42 | $178.99 | $38 | $2,224 |
| 2021 | — | $15,960,369 | $— | $71,515,331 | $3,334,351 | $20,684,920 | $277.59 | $157.75 | $570 | $2,763 |
| 2020 | — | $13,280,808 | $— | $14,328,818 | $3,273,590 | $4,786,085 | $107.16 | $116.44 | $(14) | $1,151 |
(1)
William F. Oplinger served as our principal executive officer (“PEO”) from September 24, 2023 through December 31, 2024. Roy C. Harvey served as our PEO from January 1, 2023 through September 24, 2023 and for the full year for each of 2022, 2021, and 2020. For 2024, our non-PEO NEOs included Molly S. Beerman, Matthew T. Reed, Renato Bacchi, and Andrew Hastings. For 2023, our non-PEO NEOs included Mses. Beerman, Tammi A. Jones and Kelly R. Thomas, and Messrs. Bacchi, Hastings, and Jeffrey D. Heeter. For 2022, our non-PEO NEOs included Messrs. Oplinger, John Slaven, Heeter, and Ms. Thomas. For 2021, our non-PEO NEOs included Messrs. Oplinger, Slaven, Timothy Reyes, and Heeter. For 2020, our non-PEO NEOs included Messrs. Oplinger, Slaven, Reyes, and Heeter.
(2)
For 2024, the value included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively:
| William F. Oplinger (PEO) | 2024 |
|---|---|
| Summary Compensation Table Total for PEO (Mr. Oplinger) (column (b)) | $13,495,263 |
| - aggregate change in actuarial present value of pension benefits | $0 |
| + service cost of pension benefits | $0 |
| + prior service cost of pension benefits | $0 |
| - SCT “Stock Awards” column value | $9,013,167 |
| SCT “Option Awards” column value | $0 |
| + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $12,567,422 |
| +/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $119,413 |
| + vesting date fair value of equity awards granted and vested in the covered year | $0 |
| +/- change in fair value of equity awards granted in prior years that vested in the covered year | $(367,301) |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $0 |
| + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | $141,727 |
| + excess fair value for equity award modifications | $0 |
| Compensation Actually Paid to PEO (Mr. Oplinger) (column (c)) | $16,943,357 |
| AVERAGE FOR NON-PEO NEOS | 2024 |
|---|---|
| Average SCT Total for Non-PEO NEOs (column (d)) | $3,543,639 |
| - aggregate change in actuarial present value of pension benefits | $0 |
| + service cost of pension benefits | $0 |
| + prior service cost of pension benefits | $0 |
| - SCT “Stock Awards” column value | $1,884,931 |
| - SCT “Option Awards” column value | $0 |
| + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $2,628,238 |
| +/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $63,058 |
| + vesting date fair value of equity awards granted and vested in the covered year | $0 |
| +/- change in fair value of equity awards granted in prior years that vested in the covered year | $(51,569) |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $0 |
| + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | $33,168 |
| + excess fair value for equity award modifications | $0 |
| Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $4,331,603 |
(3)
Total stockholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total stockholder return based on a deemed fixed investment of $100 at market close on December 31, 2019 and in accordance with Items 201(e) and 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, our peer group is the S&P Metals and Mining Select Industry Index (the “PvP Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.
(4)
Please see “Attachment A—Additional Information Regarding Performance Measures” for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures.
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 ListThe 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:
Adj. EBITDA excluding special items (non-normalized)
Relative Total Shareholder Return
Average Return on Equity
Free Cash Flow (normalized)
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