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
Proxy Voting Overview
Below are highlights of certain information in this Proxy Statement. As it is only a summary, it may not contain all of the information that is important to you. For more complete information, please refer to the complete Proxy Statement before you vote. References to “Alcoa,” “the Company,” “we,” “us,” or “our” refer to Alcoa Corporation.
FOReach nominee
Election of Eleven Directors•The Board has affirmatively determined that each of the eleven director nominees qualifies for election under the Company’s criteria for evaluation of directors.•Our director nominees have substantial leadership, industry, and global business experience in various fields.•Our director nominees represent a range of backgrounds and perspectives.
| Age | Tenure | |
|---|---|---|
| Committee Chairs | Board Refreshment | |
| 60% of our current Board leadership—the Chairs of the Audit, Governance and Nominating, and Safety, Sustainability and Public Issues Committees—are women. | 7 new directors have joined our board | |
| 6 of whom are independent |
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.
| DirectorSince · Committee Memberships | ||
|---|---|---|
| Name · Age · A · GN · PC · SSPI | ||
| John A. Bevan Retired Chief Executive Officer and Executive Director, Alumina Limited | 68 | 2024 |
| Mary Anne Citrino Senior Advisor, The Blackstone Group | 65 | 2016 |
| Alistair Field Retired Group Chief Executive Officer and Managing Director, Sims Limited | 60 | 2024 |
| Pasquale (Pat) Fiore Former Rio Tinto executive | 64 | 2020 |
| Thomas J. Gorman Retired Chief Executive Officer, Brambles Limited | 64 | 2021 |
| James A. Hughes Managing Partner, EnCap Investments L.P. | 62 | 2016 |
| Roberto O. Marques Former Executive Chairman and Chief Executive Officer of Natura & Co Holding S.A. | 59 | 2023 |
| William F. Oplinger(1)President and Chief Executive Officer, Alcoa Corporation | 58 | 2023 |
| Carol L. Roberts Retired Senior Vice President and Chief Financial Officer, International Paper Company | 65 | 2016 |
| Jackson (Jackie) P. Roberts Operating Partner, Capitol Meridian Partners | 62 | 2022 |
| 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 | 73 | 2016 |
| A - Audit Committee | GN – Governance and Nominating Committee | PC – People and Compensation Committee |
|---|---|---|
| SSPI – Safety, Sustainability and Public Issues Committee | – Chair | – Member |
(1)
As a management director, Mr. Oplinger attends each Board meeting and is invited to attend each committee meeting, except to the extent the Board or committee requests to meet without him present or the Board or committee is meeting in executive session of independent directors.
Proposal 2
Proposal 3
FOR
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2025•PricewaterhouseCoopers LLP is an independent auditing firm with the required knowledge and experience to audit the Company’s financial statements. •Audit and non-audit services are pre-approved by the Audit Committee.
FOR
Approval, on an advisory basis, of the Company’s 2024 named executive officer compensation•The objectives of our executive compensation program are to align pay with performance, retain talent, and drive stockholder value through programs and practices that incorporate sound policies and practices. •The compensation paid to our Named Executive Officers (“NEOs”) in 2024 reflects our “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 program is designed so that total compensation (base salary, annual cash incentives (“IC”), and long-term equity incentives (“LTI”)) targets the median of the peer group, with cash and equity incentive opportunities that aim to motivate and reward exceptional performance if goals are achieved at higher-than-target levels. IC and LTI, both of which are at-risk compensation, comprise the most significant portion of each NEO’s total compensation, meaning that the majority of pay is tied directly to the Company’s performance.
At-Risk Compensation
| CEO | Variable At-Risk: 89% | |
|---|---|---|
| 11%Base Salary | 16%IC | 73%LTI |
| Average Other NEOs | Variable At-Risk: 77% | |
|---|---|---|
| 23%Base Salary | 20%IC | 57%LTI |
Fixed
Performance-Based/At-Risk
Cash
Long-Term Equity-Based Incentive
Elements of 2024 Compensation
| Base Salary | •Provides an appropriate level of fixed cash compensation to attract and retain highly skilled executives •Reviewed at least annually to reflect responsibilities, experience, and peer group and other market data | |||
| Annual Cash Incentive Opportunity | •Target annual incentive opportunities based on job band and competitive market data •Rewards achievement in support of strategic priorities and based on: •70% financial targets •Adjusted EBITDA excluding special items, non-normalized (20%) •Free cash flow, normalized (20%)•Segment performance metrics relating to production and cost (30%) •30% non-financial targets •Safety (20%) •Inclusive culture (10%) •Subject to individual contribution adjustment based on each NEO’s role and contributions to the overall success of the Company •Maximum payout is 200% of target | |||
| Performance Restricted Stock Units | •Grants of Performance Restricted Stock Units (“PRSUs”) based upon job band, market data for respective positions, and contributions to the Company at the time of grant •Based on achievement against cumulative three-year performance targets related to:•Total Stockholder Return (“TSR”) relative to the S&P Metals and Mining Select Industry Index (35%) •Return on Equity (“ROE”) three-year average (35%) •Carbon Intensity (30%) •Earned PRSUs will be settled in shares of common stock after the end of the three-year performance period •Maximum award level is 200% of the target award | |||
| Time-Based Restricted Stock Units | •Grants of time-based Restricted Stock Units (“RSUs”) based upon job band, market data for respective positions, and contributions to the Company at the time of grant •Vest ratably over a three-year period on the first, second, and third anniversary of the date of grant, providing a multi-year retention incentive | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.