Howmet Aerospace Inc. Announces 2024 Annual Meeting of Shareholders

Ticker: HWM · Form: DEF 14A · Filed: 2024-04-08T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Voting, Corporate Governance, Executive Compensation

TL;DR

<b>Howmet Aerospace Inc. invites shareholders to its virtual 2024 Annual Meeting on May 22, 2024, to vote on company matters and review governance.</b>

AI Summary

Howmet Aerospace Inc. (HWM) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. Howmet Aerospace Inc. will hold its 2024 Annual Meeting of Shareholders virtually via live webcast on May 22, 2024, at 12:00 p.m. Eastern Time. The company is providing its 2024 Proxy Statement, emphasizing transparency, good governance, and performance-based executive compensation. Shareholders are encouraged to read the Proxy Statement and vote their shares. The 2023 Annual Report is available for review, highlighting company performance. The virtual format is intended to increase shareholder attendance, participation, and reduce costs and environmental impact.

Why It Matters

For investors and stakeholders tracking Howmet Aerospace Inc., this filing contains several important signals. The virtual meeting format aims to enhance shareholder accessibility and participation globally, while also reducing logistical costs and environmental impact. The proxy statement details the company's commitment to transparency, good governance, and performance-based executive compensation, reflecting investor feedback.

Risk Assessment

Risk Level: — Howmet Aerospace Inc. shows moderate risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks disclosed.

Analyst Insight

Shareholders should review the proxy statement and vote their shares to influence corporate governance and executive compensation decisions.

Key Numbers

Key Players & Entities

FAQ

When did Howmet Aerospace Inc. file this DEF 14A?

Howmet Aerospace Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Howmet Aerospace Inc. (HWM).

Where can I read the original DEF 14A filing from Howmet Aerospace Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Howmet Aerospace Inc..

What are the key takeaways from Howmet Aerospace Inc.'s DEF 14A?

Howmet Aerospace Inc. filed this DEF 14A on April 8, 2024. Key takeaways: Howmet Aerospace Inc. will hold its 2024 Annual Meeting of Shareholders virtually via live webcast on May 22, 2024, at 12:00 p.m. Eastern Time.. The company is providing its 2024 Proxy Statement, emphasizing transparency, good governance, and performance-based executive compensation.. Shareholders are encouraged to read the Proxy Statement and vote their shares..

Is Howmet Aerospace Inc. a risky investment based on this filing?

Based on this DEF 14A, Howmet Aerospace Inc. presents a moderate-risk profile. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational risks disclosed.

What should investors do after reading Howmet Aerospace Inc.'s DEF 14A?

Shareholders should review the proxy statement and vote their shares to influence corporate governance and executive compensation decisions. The overall sentiment from this filing is neutral.

How does Howmet Aerospace Inc. compare to its industry peers?

Howmet Aerospace operates in the aerospace manufacturing sector, providing engineered metal products.

Are there regulatory concerns for Howmet Aerospace Inc.?

The filing is a DEF 14A (Definitive Proxy Statement) filed under the Securities Exchange Act of 1934, governing shareholder communications and voting.

Industry Context

Howmet Aerospace operates in the aerospace manufacturing sector, providing engineered metal products.

Regulatory Implications

The filing is a DEF 14A (Definitive Proxy Statement) filed under the Securities Exchange Act of 1934, governing shareholder communications and voting.

What Investors Should Do

  1. Review the 2024 Proxy Statement for detailed information on proposals and board nominations.
  2. Vote your shares prior to the May 22, 2024, Annual Meeting to ensure your voice is heard.
  3. Access the 2023 Annual Report for a comprehensive overview of the company's financial and operational performance.

Key Dates

Year-Over-Year Comparison

This is the initial filing for the 2024 proxy season, following the previous year's filings.

Filing Stats: 4,234 words · 17 min read · ~14 pages · Grade level 15.2 · Accepted 2024-04-08 12:59:56

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 6

—ELECTION OF DIRECTORS

ITEM 1 —ELECTION OF DIRECTORS 7 Summary of Director Diversity and Attributes 8 Director Nominees 15 Board Composition and Refreshment 15 Board Diversity 15 Director Tenure Policy 16 Nominating Board Candidates—Procedures and Director Qualifications 16 Minimum Qualification for Director Nominees and Board Member Attributes 17 Process of Evaluation of Director Candidates 17 Shareholder Recommendations for Director Nominees 17 Shareholder Nominations 19 DIRECTOR COMPENSATION 19 Director Fees 20 Directors' Alignment with Shareholders 20 Stock Ownership Guideline for Directors 21 Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging 21 2023 Director Compensation 22 Director Deferral Program 23 ENVIRONMENTAL AND SOCIAL RESPONSIBILITY 25 CORPORATE GOVERNANCE 26 The Structure and Role of the Board of Directors 26 Board Leadership Structure 28 The Board's Role in Company Oversight 29 The Board's Role in Risk Oversight 31 Committees of the Board 33 Board Meetings and Attendance 33 Director Orientation and Continuing Education 34 Board, Committee and Director Evaluations 34 Shareholder Engagement 36 Communications with Directors 36 Director Independence 37 Voting for Directors 37 Related Person Transactions 37 Review, Approval and Ratification of Transactions with Related Persons 38 Transactions with Related Persons in 2023 38 Compensation Committee Interlocks and Insider Participation 38 Compensation Consultants 38 Recovery of Incentive Compensation 39 Code of Conduct and Code of Ethics 39 Our Corporate Governance Documents 40 STOCK OWNERSHIP INFORMATION 40 Stock Ownership of Certain Beneficial Owners 41 Stock Ownership of Directors and Executive Officers 42 Section 16(a) Beneficial Ownership Reporting Compliance 43

—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2 —RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 44 Report of the Audit Committee 45 Audit and Non-Audit Fees 46

—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

ITEM 3 —ADVISORY APPROVAL OF EXECUTIVE COMPENSATION 46 Compensation Committee Report 47

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 47 Compensation Discussion and Analysis 48 Summary of Key 2023 Inputs and Decisions 50 Compensation Philosophy and Design 56 2023 Annual Cash Incentive Compensation Plan Design, Targets and Results 57 2023 Long-Term Incentives 59 2023 Individual Compensation Arrangements and Performance-Based Pay Decisions 60 Compensation Tables 60 2023 Summary Compensation Table 61 2023 Grants of Plan-Based Awards 62 2023 Outstanding Equity Awards at Fiscal Year-End 63 2023 Option Exercises and Stock Vested 63 2023 Pension Benefits 64 2023 Nonqualified Deferred Compensation 65 Potential Payments Upon Termination or Change in Control 68 2023 CEO Pay Ratio 69 2023 Pay Versus Performance ("PvP") 75

—APPROVAL OF THE HOWMET AEROSPACE STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED

ITEM 4 —APPROVAL OF THE HOWMET AEROSPACE STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED 87

—SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE GOLDEN PARACHUTES

ITEM 5 —SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE GOLDEN PARACHUTES 91 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 97 Additional Details regarding the Virtual Annual Meeting A-1 ATTACHMENTS A-1 Attachment A — Pre-Approval Policies and Procedures for Audit and Non-Audit Services B-1 Attachment B — Howmet Aerospace Inc. Peer Group Companies C-1 Attachment C — Calculation of Financial Measures D-1 Attachment D — Howmet Aerospace Stock Incentive Plan, as Amended and Restated HOWMET AEROSPACE 2024 PROXY STATEMENT | i TABLE OF CONTENTS Proxy Statement The Board of Directors of Howmet Aerospace Inc. ("Howmet Aerospace" or the "Company") is providing this proxy statement in connection with Howmet Aerospace's 2024 Annual Meeting of Shareholders to be held on Wednesday, May 22, 2024 at 12:00 p.m. Eastern Time via live webcast at www.virtualshareholdermeeting.com/HWM2024 . Shareholders may attend the virtual meeting, vote their shares and submit questions during the meeting. There will be no physical in-person meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2024 The Notice of 2024 Annual Meeting of Shareholders, Proxy Statement and 2023 Annual Report are available at www.proxyvote.com. Proxy materials or a Notice of Internet Availability of Proxy Materials (the "Notice") are being first released to shareholders on or about April 8 , 2024. In accordance with the rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of the Company's proxy materials to each shareholder of record, the Company may furnish proxy materials by providing access to those documents on the internet. The Notice contains instructions on how to access our proxy materials and vote online, or in the alternative, request a paper copy of the proxy materials and a proxy c

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains statements that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as "anticipates", "believes", "could", "estimates", "expects", "forecasts", "goal", "guidance", "intends", "may", "outlook", "plans", "projects", "seeks", "sees", "should", "targets", "will", "would", or other words of similar meaning. All statements that reflect the Company's expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements, forecasts and outlook relating to the condition of end markets; future financial results, operating performance, or estimated or expected future capital expenditures; future strategic actions; the Company's strategies, outlook, and business and financial prospects; and expectations relating to environmental, social or governance matters. These statements reflect beliefs and assumptions that are based on the Company's perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and changes in circumstances that are difficult to predict, which could cause actual results to differ materially from those indicated by these statements. Such risks and uncertainties include the risk factors summarized in the Company's Form 10-K for the year ended December 31, 2023. The Company disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law. Website References No websites that are ci

Executive Compensation Highlights

Executive Compensation Highlights The Compensation Discussion and Analysis section includes a discussion of the Company's compensation philosophy and design and 2023 compensation decisions. Howmet Aerospace's executive compensation philosophy to provide pay for performance and shareholder alignment underlies our 2023 compensation structure, which is designed based on four guiding principles: 1. Make equity long-term incentive compensation the most significant portion of total compensation for senior executives, and choose metrics, including relative total shareholder return, that are aligned with long-term company success, thereby increasing alignment between our executives' incentives and shareholder value. 2. Choose annual incentive compensation metrics that focus management's actions on achieving the greatest positive impact on the Company's financial performance. 3. Set incentive targets that challenge management to achieve continuous improvement in performance and deliver long-term growth. 4. Target the market median for our executive compensation packages, while providing the opportunity to earn above-market pay for strong performance, and also allowing for the flexibility to provide additional compensation for retention purposes as it relates to special circumstances or unique leadership talent and the need to ensure continued Company success. We are committed to executive compensation practices that drive performance, mitigate risk and align the interests of our leadership team with the interests of our shareholders. Best practices in 2023 included: What We Do What We Don't Do Pay for Performance No Guaranteed Bonuses Robust Stock Ownership Guidelines No Parachute Tax Gross-Ups Double-Trigger Change-in-Control Provisions No Short Sales, Derivative Transactions or Hedging Active Engagement with Shareholders No Dividends on Unvested Equity Awards Independent Compensation Consultant No Share Recycling or Option Repr

—Election of Directors

Item 1—Election of Directors Howmet Aerospace's Board of Directors (the "Board") currently comprises 10 members, led by Executive Chairman and Chief Executive Officer John C. Plant and independent Lead Director James F. Albaugh. The Board strives to strike an appropriate balance of skills, experience and diversity in its composition. The Governance and Nominating Committee regularly considers the size and composition of the Board to determine whether the Board has the appropriate mix and range of backgrounds, viewpoints, and expertise for effective oversight and to meet the evolving needs of the Company. If the Board concludes that an addition to the Board is warranted, the Governance and Nominating Committee will conduct a robust search for a director candidate in accordance with the considerations, criteria and process outlined in " Board Composition and Refreshment " and " Nominating Board Candidates—Procedures and Director Qualifications " below. The Board, upon the recommendation of the Governance and Nominating Committee, has nominated the 10 incumbent directors to stand for re-election to the Board for a one-year term expiring on the date of the 2025 Annual Meeting of Shareholders: James F. Albaugh David J. Miller Amy E. Alving Jody G. Miller Sharon R. Barner John C. Plant Joseph S. Cantie Ulrich R. Schmidt Robert F. Leduc Gunner S. Smith Each of the director nominees was elected by shareholders at the 2023 Annual Meeting of Shareholders, other than Gunner S. Smith, who was appointed to the Board, effective September 29, 2023, based on the recommendation of the Governance and Nominating Committee following its search (with the assistance of an independent search firm) for a director candidate with the qualifications and attributes to complement the Board. The Board of Directors has affirmatively determined that each of the 10 director nominees qualifies for election under the Company's criteria for evaluation of directors (see "M

—Election of Directors— Summary of Director Diversity and Attributes

Item 1—Election of Directors— Summary of Director Diversity and Attributes Summary of Director Diversity and Attributes A diverse board encompassing a variety of skills, experiences and viewpoints contributes to the collective strength and effectiveness of the Board of Directors. Among the factors considered in nominating a director candidate or incumbent director is the extent to which the individual will contribute to the diversity of the Board. When evaluating potential director nominees, the Governance and Nominating Committee considers a broad range of diversity, including diversity with respect to professional experience, skills and background, as well as diversity of gender, race and ethnicity, sexual orientation and identity. Our Board comprises a diversity of experience that spans a broad range of industries, including the aerospace, transportation and finance sectors, and bring a wide variety of skills, qualifications and viewpoints that strengthens the Board's ability to carry out its oversight role. Director nominees are well-suited to oversee the Company's global operations and evolving business strategy. The skills matrix below is a summary of the range of skills and experiences that each director nominee brings to the Board. Skills and Experience ALBAUGH ALVING BARNER CANTIE LEDUC D. MILLER J. MILLER PLANT SCHMIDT SMITH Leadership Industry Global Experience Finance Strategy and Business Development Risk Oversight/Management Human Capital Innovation and Intellectual Property Information Technology and Cybersecurity Corporate Governance Legal, Regulatory and Government Contracting Environmental, Social and Corporate Responsibility Howmet Aerospace Director since 2017 2018 2021 2020 2020 2017 2020 2016 2016 2023 HOWMET AEROSPACE 2024 PROXY STATEMENT | 7 TABLE OF CONTENTS

—Election of Directors— Director Nominees

Item 1—Election of Directors— Director Nominees Director Nominees Ja

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