Howmet Aerospace Inc

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Director Compensation—2024 Director Compensation

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Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging

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Company policy prohibits members of the Board of Directors from pledging, holding in margin accounts, or engaging in short sales or hedging transactions with respect to any of their Company stock. The policy continues to align the interests of our directors with those of our shareholders.

2024 Director Compensation

The following table sets forth the 2024 compensation of each non-employee director who served on the Board in 2024.

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(1)

John C. Plant, Executive Chairman and Chief Executive Officer, is a Company employee and receives no compensation for service as a director. His compensation is reflected in the “2024 Summary Compensation Table.”

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(2)

Fees Earned or Paid in Cash. This column reflects the cash fees earned by directors for Board and committee services in 2024, whether or not such fees were deferred by a director (see “Director Deferral Program” below).

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(3)

Stock Awards. The amounts in this column represents the aggregate grant date fair value of deferred restricted share unit (RSU) awards granted to each non-employee director under the Howmet Aerospace Stock Incentive Plan, as Amended and Restated, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Except as described below, the deferred RSU award constitutes the equity portion of each director’s compensation for service from the Company’s annual meeting of shareholders (“Annual Meeting”) in 2024 until the Company’s Annual Meeting in 2025 and vests on the earlier of the first anniversary date of the grant date or the date of the Company’s 2025 annual meeting (however, accelerated vesting provisions apply for certain termination scenarios, such as death and change in control, and pro-rata vesting applies in the event of a director’s termination of service for any other reason). The exact number of deferred RSUs comprising an equity award is calculated by dividing the dollar value of the award (as specified in our Non-Employee Director Compensation Policy) by the closing price of our common stock on the day of grant, rounded to the nearest whole share.

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Messrs. Albaugh, Cantie, Leduc, D. Miller, Schmidt, and Smith and Mmes. Alving, Barner and J. Miller were each granted an annual equity award on May 24, 2024 for service from the Company’s 2024 Annual Meeting to the Company’s 2025 Annual Meeting. Each director received 1,889 deferred RSUs, with a grant date fair value of $160,036, based on the closing price per share of our common stock on the date of grant ($84.72).

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The aggregate number of unvested deferred RSUs outstanding at December 31, 2024 for each of Messrs. Albaugh, Cantie, Leduc, D. Miller, Schmidt, and Smith and Mmes. Alving, Barner and J. Miller was 1,889. The foregoing amounts do not include deferred RSUs that have vested—see“Director Deferral Program” below.

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Director Deferral Program

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Pursuant to the Directors Deferred Fee Plan, non-employee directors may elect to defer all or part of the cash portion of their annual compensation and to invest such deferred amounts into fully-vested Howmet Aerospace RSUs or into the investment options provided under the Company’s 401(k) tax-qualified savings plan other than the Howmet Aerospace Stock Fund (which represents Howmet Aerospace deferred share units). The annual equity award granted to non-employee directors in the form of Howmet Aerospace RSUs is, by its terms, deferred under the Directors Deferred Fee Plan. Deferred amounts are paid either in a lump sum or installments, as elected by the director, upon retirement from the Board of Directors.

20 | HOWMET AEROSPACE 2025 PROXY STATEMENT