Alcoa Corp

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.

Annual Evaluation of Board CompositionThe 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.

Identify CandidatesCandidates 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.

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.

•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.

Committee Recommendation and Board NominationThis 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.

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.