Alcoa Corp
For the period ended May 6, 2026. Filed Mar 19, 2026.
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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 6, 2026 · Filed Mar 19, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
ALCOA CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Notice of 2026
Annual Meeting of
Stockholders
and Proxy Statement
Our Purpose
Turn Raw Potential into Real Progress· Our Purpose extends beyond what we make today. It’s why we exist and how we make the world better. It reflects what we’ve always been and provides clear direction for our future and helps keep us rooted to our strengths.· Our Purpose helps guide every goal we set, decision we make, action we take, and strategy we implement.
Our Vision
Build a Legacy of Excellence for Future Generations· Our Vision sets a clear ambition: to run the safest and most reliable operations in the industry while developing the talents of our people and shaping the future.· We’re turning today’s work into a stronger future — not just for Alcoa, but for the industry and world we help build. · Combined with our Purpose and Values, Alcoa is working to create and deliver a high performing organization focused on operational excellence and continuous improvement.
Our Strategic Priorities
Excel Today· We are sharpening how we operate now by improving safety, consistently elevating daily performance, and driving discipline in every function, at every site. Continuously Improve· Continuously improving embeds curiosity into our culture and encourages constant learning and growth. We challenge ourselves to spot problems early, capture learning fast and share what works — so that progress becomes a habit, not a project. Invest for Tomorrow· Investing for tomorrow keeps us focused on what’s next. This helps us invest and build for the future while delivering today, so we don’t just keep pace with change, we lead it.
| Our Values | |
|---|---|
| Act with Integrity · Be open, honest, and accountable · Do the right thing the right way · Promote high ethical standards | Care for People · Put safety and health first · Seek solutions with inclusive teams · Make decisions with the community in mind |
| Operate with Excellence · Continually improve standards of operation · Analyze every angle to overcome difficulty · Empower people with the right resources to do their best work | Lead with Courage · Embrace opportunities to reinvent · Innovate for long-term impact · Challenge the status quo |
201 Isabella Street, Suite 500
Pittsburgh, Pennsylvania 15212
March 19, 2026
Dear Alcoa Stockholders:
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Alcoa Corporation (“Alcoa,” or the “Company”) to be held virtually via live webcast on Wednesday, May 6, 2026, at 5:30 p.m., Eastern Daylight Time (“EDT”) (Thursday, May 7, 2026, at 7:30 a.m. Australian Eastern Standard Time (“AEST")). You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/AA2026.
We believe that hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and safety, effectively allows us to communicate with our stockholders, and reduces the cost and environmental impact of the Annual Meeting.
At the Annual Meeting, stockholders will vote on the matters set forth in the 2026 Proxy Statement (the “Proxy Statement”) and the accompanying notice of the Annual Meeting. The Proxy Statement describes our governance structure and our executive compensation program, which “pays for performance.” We believe that both our corporate governance structure and compensation program reinforce our alignment with stockholder interests.
Your vote is important. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted. In advance of the Annual Meeting on May 6, please cast your vote through the internet, by telephone, or by mail. Instructions on how to vote are found in the section entitled “Questions and Answers About the Annual Meeting and Voting” in the Proxy Statement.
Alcoa is grounded in our Purpose, guided by our Values, and inspired by our new Vision: Build a Legacy of Excellence for Future Generations. In 2025, we maintained our pace of delivering on key objectives while achieving annual production records at five smelters and one refinery. We continue to build on our positive momentum through disciplined operational and financial execution, along with strategic initiatives to maximize value creation, including by closing the sale of our interest in the Ma’aden joint venture, forming a partnership to support the long-term outlook of the San Ciprián complex in Spain, and announcing the permanent closure of the Kwinana refinery in Australia. We are driven by our vision of building a legacy of excellence for future generations, and are committed to our principles of safety, stability and operational excellence as a means to deliver value to our stockholders.
Finally, on behalf of the Board of Directors, we recognize Dr. Ernesto Zedillo, for his years of service and contributions to the Alcoa Corporation board of directors since 2016 and previously to the Alcoa Inc. board of directors from 2002 to 2016. Dr. Zedillo is not standing for re-election at the Annual Meeting. We thank him for his leadership of the Safety, Sustainability and Public Issues Committee and valuable insights. Alcoa has benefited significantly from his guidance and perspective.
Sincerely,
| Thomas J. GormanNon-Executive Chairman of the Board of Directors | William F. OplingerPresident, Chief Executive Officer and Director |
|---|
Table of Contents
Proposal 1: Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2027
Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Auditor for 2026
Proposal 4: Approval of the Alcoa Corporation
Stock and Incentive Compensation Plan (as
Amended and Restated)
Proposal 3: Approval, on an Advisory Basis, of the Company’s 2025 Named Executive Officer Compensation
| Notice of 2026 Annual Meeting of Stockholders | 1 | Executive Compensation | 40 | |
|---|---|---|---|---|
| Proxy Statement | 2 | Compensation Discussion and Analysis | 40 | |
| About Alcoa | 4 | Executive Summary | 41 | |
| Proxy Voting Overview | 6 | Executive Compensation Philosophy | 44 | |
| Compensation Decision-Making Process | 45 | |||
| 2025 Executive Compensation | 47 | |||
| Other Compensation Plans and | ||||
| Arrangements of Alcoa | 54 | |||
| Board and Governance Matters | 11 | Executive Compensation Tables | 58 | |
| Board of Directors | 11 | 2025 Summary Compensation Table | 58 | |
| Director Qualifications, Skills and Attributes | 12 | 2025 Grants of Plan-Based Awards | 60 | |
| Director Nominees | 13 | 2025 Outstanding Equity Awards at Fiscal | ||
| Process for Identification and Evaluation of | Year-End | 61 | ||
| Director Candidates | 19 | 2025 Option Exercises and Stock Vested | 63 | |
| Corporate Governance | 22 | 2025 Pension Benefits | 63 | |
| Corporate Governance Highlights | 22 | 2025 Nonqualified Deferred Compensation | 65 | |
| Board Structure and Operations | 23 | Potential Payments Upon Termination or Change | ||
| Board Oversight Responsibilities | 28 | in Control | 65 | |
| Other Governance Policies and Practices | 31 | Pay Ratio | 73 | |
| Pay Versus Performance | 74 | |||
| Non-Employee Director Compensation Program | 33 | |||
| 2025 Director Compensation | 34 | Beneficial Ownership | 76 | |
| Stock Ownership Guideline for Non-Employee | Common Stock | 76 | ||
| Directors | 35 | Stock Ownership of Directors and Executive Officers | 77 | |
| Equity Compensation Plan Information | 85 | |||
| Audit Matters | 37 | |||
| Audit Committee Pre-Approval Policy | 37 | Information Relating to the 2027 Annual Meeting | 86 | |
| Auditor Fees | 37 | Questions and Answers About the Annual Meeting and Voting | 88 | |
| Audit Committee Report | 38 | |||
| ATTACHMENT A — Additional Information | ||||
| Regarding Performance Measures · A-1 | ||||
| ATTACHMENT B — Alcoa Corporation Stock and | ||||
| Incentive Compensation Plan (as Amended and | ||||
| Restated) · B-1 | ||||
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