Alcoa Corp
For the period ended May 10, 2024. Filed Mar 19, 2024.
View on SEC.govAbout this filing
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 10, 2024 · Filed Mar 19, 2024
Use the contents to explore the available documents and sections.
Contents
Proxy Statement Summary
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 and Alcoa’s 2023 Form 10-K before you vote. References to “Alcoa,” “the Company,” “we,” “us,” or “our” refer to Alcoa Corporation.
2024 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | May 10, 2024, 9:30 a.m. EDT |
|---|---|
| Place: | Online at www.virtualshareholdermeeting.com/AA2024 |
| Record Date: | March 12, 2024 |
| Voting: | Alcoa stockholders as of the record date noted above are entitled to vote on the proposals at the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. |
| Additional Information: | Please see the section below entitled “Virtual Meeting Format.” |
How to Cast Your Vote
Your vote is important! Please cast your vote and play a part in the future of Alcoa.
Voting Before the Annual Meeting:
Registered stockholders andstockholders in an Alcoa savings plancan vote prior to the Annual Meeting by:
| Internet at www.proxyvote.com | calling 1-800-690-6903 toll-free | mail If you received paper copies of our proxy materials, return your signed proxy card or voting instruction card |
|---|
The deadline for voting online or by telephone is 11:59 p.m. EDT on May 9, 2024. If you vote by mail, your proxy card must be received before the Annual Meeting. If you hold shares in an Alcoa savings plan, your voting instructions must be received by 11:59 p.m. EDT on May 7, 2024.
Beneficial owners who own shares through a bank, brokerage firm, or similar organization can vote by returning their voting instruction card, or by following the instructions for voting via telephone or the internet, as provided by the bank, broker, or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.
Voting During the Annual Meeting:
If you are a registered stockholder or a beneficial owner who owns shares through a bank, brokerage firm, or similar organization, you may choose to vote online during the Annual Meeting. You will need the 16-digit control number included on your Notice, proxy card, or voting instruction card to log in to the virtual meeting platform atwww.virtualshareholdermeeting.com/AA2024. Voting electronically online during the Annual Meeting will replace any previous votes.
Stockholders in an Alcoa savings plan may attend and participate in the Annual Meeting but will not be able to vote shares held in an Alcoa savings plan electronically online during the Annual Meeting. Stockholders in an Alcoa savings plan must vote in advance of the Annual Meeting using one of the methods described above.
Even if you plan to attend and participate in the Annual Meeting, please cast your vote as soon as possible. See the “Questions and Answers About the Annual Meeting and Voting” section for more details.
2024 PROXY STATEMENT
Voting Matters and Board Recommendations
| Voting Matters | Board’sRecommendation | |
|---|---|---|
| Item 1. | Election of 10 Director Nominees to Serve for One-Year Terms Expiring in 2025 | ✓ FOR Each Nominee |
| Item 2. | Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Auditor for 2024 | ✓ FOR |
| Item 3. | Approval, on an Advisory Basis, of the Company’s 2023 Named Executive Officer Compensation | ✓ FOR |
| Item 4. | Stockholder Proposal Requesting the Preparation of an Annual Report on Lobbying Activities, if Properly Presented | û AGAINST |
Virtual Meeting Format
Our virtual Annual Meeting will be conducted on the internet via live webcast. We have decided to hold the Annual Meeting virtually because we believe that hosting a virtual Annual Meeting (i) enables stockholders to attend and participate fully and equally from any location around the world, (ii) improves meeting efficiency and our ability to effectively communicate and engage with our stockholders, regardless of their size, resources, or physical location, (iii) provides for cost savings to the Company and our stockholders, and (iv) reduces the Annual Meeting’s environmental impact. For all of these reasons, there will not be a physical location for the Annual Meeting and you will not be able to attend in person.
We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at anin-person meeting. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/AA2024. Stockholders will be able to vote their shares electronically during the Annual Meeting.
See the “Questions and Answers About the Annual Meeting and Voting” section for more details.
2024 PROXY STATEMENT
Director Nominees
Alcoa’s Board is currently comprised of 10 members who are elected annually to each serve for aone-year term.
The following table provides summary information about each director nominee standing for election to the Board for aone-year term expiring at the 2025 Annual Meeting.
| Name | Age | Director Since | Professional Background | Independent | CommitteeMemberships | Other Current Public Company Boards |
|---|---|---|---|---|---|---|
| Steven W. Williams Non-Executive Chairman of the Board | 68 | 2016 | Retired President and Chief Executive Officer, Suncor Energy Inc. | Yes | — | Enbridge Inc.; Smiths Group plc |
| Mary Anne Citrino | 64 | 2016 | Senior Advisor, The Blackstone Group | Yes | Audit; Governance and Nominating (Chair) | HP Inc. |
| Pasquale (Pat) Fiore | 63 | 2020 | Former Rio Tinto executive | Yes | Audit; Safety, Sustainability and Public Issues | — |
| Thomas J. Gorman | 63 | 2021 | Retired Chief Executive Officer, Brambles Ltd | Yes | Compensation and Benefits (Chair); Governance and Nominating | Sims Limited; Orora Limited; Worley Limited |
| James A. Hughes | 61 | 2016 | Managing Partner, EnCap Investments L.P.; Former Chief Executive Officer and Director, First Solar, Inc. | Yes | Audit; Safety, Sustainability and Public Issues | TPI Composites, Inc.; PNM Resources, Inc. |
| Roberto O. Marques | 58 | 2023 | Senior Advisor, The Carlyle Group; Former Executive Chairman and Chief Executive Officer of Natura & Co Holding | Yes | Compensation and Benefits; Safety, Sustainability and Public Issues | — |
| William F. Oplinger | 57 | 2023 | President and Chief Executive Officer, Alcoa Corporation | No | — | — |
| Carol L. Roberts | 64 | 2016 | Retired Senior Vice President and Chief Financial Officer, International Paper Company | Yes | Audit (Chair); Compensation and Benefits | V.F. Corporation |
| Jackson (Jackie) P. Roberts | 61 | 2022 | Senior ESG Advisor, Hunter Point Capital and Capitol Meridian Partners; Former Chief Sustainability Officer, AppHarvest Inc. | Yes | Compensation and Benefits; Safety, Sustainability and Public Issues (Chair) | — |
| Ernesto Zedillo | 72 | 2016 | 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 | Yes | Governance and Nominating; Safety, Sustainability and Public Issues | — |
2024 PROXY STATEMENT
2023 Highlights
Business
The Company ended 2023 with a cash balance of $944 million and revenues of $10.6 billion for the year. The Company faced lower sequential alumina and aluminum pricing and higher production costs, contributing to the full year 2023 net loss attributable to Alcoa of $651 million. Despite these challenges, Alcoa took strategic portfolio actions, obtained key approvals to continue our operations, and progressed the development of innovative technologies.
Executive Compensation
Our Compensation and Benefits Committee strives to design compensation plans that motivate the Company’s executives and support business objectives that create stockholder value. The Company’spay-for-performance practices are established with the goals of motivating the executive leadership team and increasing stockholder value, while mitigating unnecessary risks. The Compensation and Benefits Committee believes the structure of our 2023 compensation program, which follows the same basic framework used in previous years, supports the Company’s business objectives and strategic priorities and reflects stockholders’ interests.
Our Compensation and Benefits Committee abides by an executive compensation philosophy with four guiding principles to drivepay-for-performance and stockholder alignment:
| (1) | Motivational: Our executive compensation plans and pay-for performance practices are intended to be highly motivational and retentive, and are critical to executive recruiting. |
| (2) | Targeted at Median: Total compensation (base salary, annual cash incentives (“IC”), and long-term equity incentives (“LTI”)) is generally targeted at 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. |
| (3) | Equity-Dominant and Aligned with Stockholders’ Interests: Equity is the most significant portion of total compensation for named executive officers (“NEOs”) to align the interests of NEOs with those of our stockholders. |
| (4) | Diversified Metrics: IC and LTI metrics focus management’s actions on Alcoa’s strategic priorities to Reduce Complexity, Drive Returns, and Advance Sustainably, and on achieving the greatest positive impact on financial performance without creating undue risk. |
2024 PROXY STATEMENT
The Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement provides a detailed discussion of Alcoa’s executive compensation philosophy and the pay programs applicable to our NEOs in 2023. Our executive compensation philosophy and programs include many best practices, as highlighted in the table below.
| WHAT WE DO | WHAT WE DON’T DO |
|---|---|
| ✓ We maintain an Executive Officer Severance Policy that generally limits severance payments to our executive officers, without stockholder ratification, to 2.99 times base salary plus target annual incentive bonus ✓ We pay for performance and include key strategic performance metrics in our IC and LTI programs ✓ We consider and benchmark against a peer group in establishing compensation, targeting total compensation generally at the median of the peer group ✓ We review compensation tally sheets for our executive officers ✓ We maintain robust stock ownership guidelines ✓ Our grant practices promote transparency and are generally consistent year-over-year ✓ We maintain a clawback policy that empowers the Company to recover certain incentive compensation erroneously awarded to current or former executive officers in the event of an accounting restatement, in accordance with the policy ✓ We have double-trigger equity vesting in the event of a change-in-control where awards are assumed ✓ We pay competitive salaries and provide appropriate benefits to our executive officers, using a mix of stock price appreciation and financial and operational metrics to align with the interests of stockholders ✓ Our IC and LTI programs include metrics related to our environmental, safety, and social priorities ✓ We have a conservative compensation risk profile ✓ Our Compensation and Benefits Committee retains an independent compensation consultant ✓ Annual Say-on-Pay votes | û We do not pay dividend equivalents on stock options or unvested restricted share units; dividend equivalents are paid on restricted share units only if and when such awards vest û We do not allow share recycling û We do not discount stock options or reprice underwater stock options (including cash-outs) without stockholder approval û We do not allow short selling, hedging, or pledging of Company securities by our directors, executive officers, or employees û We do not have excise tax gross-ups in our Change in Control Severance Plan û We do not enter into multi-year employment contracts with our executive officers û We do not pay above-market earnings on deferred compensation or other nonqualified plans û We do not encourage excessive risk-taking in compensation practices û We do not provide excessive perquisites to our executive officers |
Alignment of Pay and Performance
Our executive compensation program is designed so that IC and LTI, both of which areat-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 financial and stock price performance. 2023 was a year of challenging financial performance for the Company, as described in“2023 Highlights – Business,” with 1-Year Total Shareholder Return for the period ended December 31, 2023 of (24)%, and 3-year Total Shareholder Return for the period ended December 31, 2023 of 51%. This performance is reflected in varied payouts, at 75.9% for the IC plan and 103.5% for the three-year LTI. Please see the “Compensation Discussion & Analysis” for detail on the financial metrics in the IC and LTI plans applicable to 2023.
2024 PROXY STATEMENT
Corporate Governance
The Company is committed to corporate governance practices that enhance accountability to our stockholders and support the long-term success of our business. Our corporate governance practices, highlighted below, are described in greater detail in the“Corporate Governance” section of this Proxy Statement.
| Board Structure, Independence and Accountability | |
|---|---|
| Structure | ✓ Separate roles of non-executive Chairman and chief executive officer (“CEO”). ✓ Non-executive Chairman presides during the Board’s executive sessions. |
| Independence | ✓ Independent Chairman; fully independent Board committees. ✓ 9 of 10 director nominees are independent. |
| Engagement | ✓ Non-employee director attendance at Board and committee meetings was 100% in 2023. ✓ Independent directors meet in regular executive sessions without management present. |
| Diversity | ✓ 5 of 10 director nominees are female or racially/ethnically diverse. ✓ Director nominees represent a mix of skills, experience, backgrounds, and tenures. ✓ Adopted a form of the “Rooney Rule” in 2020 in connection with developing a pool of director candidates. |
| Accountability | ✓ Directors are subject to overboarding limitations. ✓ Annual Board and Board committee self-evaluation process; annual Board evaluation of CEO performance. ✓ Annual certification of compliance with Code of Conduct and governance/ethics policies. |
| Tenure | ✓ If not elected, directors are required to tender resignation to the Board for its consideration. ✓ Retirement policy that no director should stand for election or re-election 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. ✓ The average director tenure on the Board is 4.6 years. |
| Board Oversight | |
| Strategy | ✓ Board actively oversees and guides Alcoa’s strategic direction and long-term plans. |
| Risk | ✓ Board regularly assesses and oversees Alcoa’s risk profile, exposures, and mitigation strategies. ✓ Full Board is responsible for risk oversight and Board committees oversee certain key risks. |
| Succession Planning | ✓ Board actively monitors Alcoa’s executive succession and development plans. |
2024 PROXY STATEMENT
| Stockholder Rights and Access | |
|---|---|
| Proxy Access | ✓ Stockholders have the ability to nominate directors through proxy access. |
| Elections and Voting | ✓ Annual elections of all directors with simple majority voting in uncontested director elections. ✓ No supermajority voting provisions. ✓ One share, one vote. |
| Special Meetings | ✓ Stockholders representing at least 25% of outstanding shares are generally able to call special meetings. |
| Engagement | ✓ Stockholder engagement program to understand investor perspectives. ✓ Stockholders have opportunities to engage with management, including at investor conferences. |
| No poison pill | ✓ Alcoa does not have a poison pill. |
| Stock and Compensation | |
| Clawback Policy | ✓ Clawback policy that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former executive officer in the event of an accounting restatement in accordance with such policy. |
| Executive Officer Severance Policy | ✓ Generally limits severance payments to our executive officers, without stockholder ratification, to 2.99 times base salary plus target annual incentive bonus |
| Hedging/Pledging | ✓ Prohibition on short selling, hedging, or pledging Company securities by directors, executive officers and employees. |
| Stock Ownership | ✓ Executive officers and directors are subject to robust stock ownership guidelines. |
2024 PROXY STATEMENT
Corporate Responsibility
Our four core values—Act with Integrity, Operate with Excellence, Care for People, and Lead with Courage—shape the way that we pursue our strategic priorities to Reduce Complexity, Drive Returns, and Advance Sustainably, and provide the foundation for our approach to corporate responsibility, including environmental, social and governance (“ESG”) matters. We strive to achieve these strategic priorities by taking steps to maintain our social license to operate in our communities, reduce risk exposure through our enterprise risk management programs, and improve profitability through product differentiation and innovation. Through our enterprise risk management process and our operations risk management process, we identify and evaluate a broad spectrum of risks across all aspects of our business. Using a multi-dimensional process, risks are evaluated, monitored, and prioritized based on the likelihood of an occurrence, level of impact, and mitigating factors.
Our ESG policies and practices demonstrate our work towards minimizing our environmental impacts while maximizing value across our global operations in ways that align with our stakeholders’ needs and expectations. Our approach to ESG-related programs and initiatives is developed by our management team, with the Board and its committees overseeing these programs and related risks. Alcoa monitors ESG risks and opportunities at the corporate level that are relevant to its stakeholders and the success of its business strategy and which are used as inputs to the Company’s enterprise risk management program. The Board maintains overall oversight of our risk management processes, and management reports regularly on specific risks. In particular, the Safety, Sustainability and Public Issues Committee of the Board provides guidance on matters relating to the Company’s corporate and social responsibility, safety and health, and social, and public issues. See “Corporate Governance—The Board’s Role in Risk Oversight”for more information. Presented below are some of the highlights of Alcoa’s ESG-related policies and practices.
| Initiatives | |
|---|---|
| Third Party Certification of Operations | ✓ Alcoa has earned Performance Standard certifications from the Aluminium Stewardship Initiative for 18 of its operating locations. |
| Inclusion and Culture | ✓ Alcoa was named to the 2023 Bloomberg Gender-Equality Index. ✓ Alcoa has formed numerous employee inclusion groups, including the Alcoa Women’s Network (AWN), Alcoans Working Actively for Racial-Ethnic Equality (AWARE), Employees at Alcoa for LGBT+ Equality (EAGLE), and Alcoans moving Beyond Limiting Expectations (ABLE) that are designed to promote a more inclusive workplace. |
| Ethics and Compliance | ✓ Our Company-wide ethics and compliance program emphasizes the importance of our core value to Act with Integrity. ✓ Alcoa’s Code of Conduct and Ethics (“Code of Conduct”) and other policies apply to Company directors, officers, and employees. |
| Environment | ✓ We strive to reduce our environmental footprint by improving efficiencies, protecting resources, and reducing emissions. |
| Safety | ✓ Our safety strategy centers on fatality and injury prevention, risk management, and safety leadership. |
| Health | ✓ We have various programs and initiatives that are designed to prevent occupational disease through health hazards controls and support personal health and well-being through our workplace initiatives and services. |
| Social Performance | ✓ We have a social performance management system deployed at our locations globally that is designed to manage social risks, protect human rights, minimize negative impacts from operations, build stronger relationships with local stakeholders and identify growth opportunities. |
2024 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.