DEF 14A of Howmet Aerospace Inc., Apr 8, 2024

DEF 14A of Howmet Aerospace Inc.

Filed Apr 8, 2024 · FY20230001104659-24-044630

Open on EDGAR

  1. Proxy Summary—Director Nominees

    Proxy Summary—Director Nominees

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | | | | | Committee Memberships | | | | | Other Current Public Company Boards | | Name and Professional Background | | Age | HWM Director Since | Independent | Audit | Compensation and Benefits | Cybersecurity | Finance | Governance and Nominating | | | | JAMES F. ALBAUGH Former President and Chief Executive Officer of Commercial Airplanes, The Boeing Company | 73 | 2017 | | | | | | | | | | AMY E. ALVING Former Senior Vice President and Chief Technology Officer, Leidos Holdings, Inc. | 61 | 2018 | | | | | | | ■ Federal National Mortgage Association | | | SHARON R. BARNER Vice President, Chief Administrative Officer and Corporate Secretary, Cummins Inc. | 67 | 2021 | | | | | | | | | | JOSEPH S. CANTIE Former Executive Vice President and Chief Financial Officer, ZF TRW | 60 | 2020 | | | | | | | ■ Summit Materials, Inc. ■ Top Build Corporation | | | ROBERT F. LEDUC Former President, Pratt & Whitney | 68 | 2020 | | | | | | | ■ AAR Corporation ■ JetBlue Airways Corporation | | | DAVID J. MILLER Equity Partner and Senior Portfolio Manager, Elliott Investment Management L.P. | 45 | 2017 | | | | | | | ■ Peabody Energy Corporation | | | JODY G. MILLER Former Chief Executive Officer, Business Talent Group | 66 | 2020 | | | | | | | ■ LKQ Corporation | | | JOHN C. PLANT Executive Chairman and Chief Executive Officer, Howmet Aerospace Inc. | 70 | 2016 | | | | | | | ■ Jabil Circuit Corporation ■ Masco Corporation | | | ULRICH R. SCHMIDT Former Executive Vice President and Chief Financial Officer, Spirit Aerosystems Holdings, Inc. | 74 | 2016 | | | | | | | | | | GUNNER S. SMITH(1) President, Roofing, Owens Corning | 50 | 2023 | | | | | | | |

  4. Director Nominees

    | | COMMITTEE CHAIR | | COMMITTEE MEMBER | | EXECUTIVE CHAIRMAN | | INDEPENDENT LEAD DIRECTOR | | AUDIT COMMITTEE FINANCIAL EXPERT |

  5. Director Nominees

    Mr. Smith was appointed by the Board of Directors, effective September 29, 2023.

  6. Item 1—Election of Directors—Summary of Director Diversity and Attributes

    Item 1—Election of Directors—Summary of Director Diversity and Attributes

  7. 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.

  8. Summary of Director Diversity and Attributes

    | 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 |

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | James F. Albaugh | Age 73 Independent director since 2017 | Independent Lead Director since 2020 | | | Board Committees ▪ Audit ▪ Compensation and Benefits ▪ Governance and Nominating Prior Public Company Directorships ▪ American Airlines Group Inc. (2013-2023) ▪ Goldman Sachs Acquisition Holdings (2018-2020) ▪ Harris Corporation (2016-2019) ▪ B/E Aerospace, Inc. (2014-2017) ▪ TRW Automotive Holdings Corp. (2006-2015) | Career Highlights and Qualifications The Boeing Company (“Boeing”), a global aerospace company (1975-2012) ▪ President and Chief Executive Officer of Boeing’s Commercial Airplanes business unit (2009-2012) ▪ President and Chief Executive Officer of Boeing’s Integrated Defense Systems business unit (2002-2009) ▪ Various other executive positions, including President and Chief Executive of Space and Communications; President of Space Transportation; and member of Boeing’s Executive Council (1998-2012) Electra.Aero, a next-gen aerospace company in sustainable urban and regional mobility ▪ Board Advisor (2022-Present) Industrial Development Funding, a global asset management firm ▪ Senior Advisor (2018-Present) Perella Weinberg Partners, a global advisory and asset management firm ▪ Senior Advisor (2016-2018) The Blackstone Group L.P., a private equity and financial services firm ▪ Senior Advisor (2013-2017) Other Current Affiliations ▪ Board of Directors, Aloft Aeroarchitects (formerly PATS Aerospace) ▪ Board of Directors, Belcan Corporation ▪ Chairman, National Aeronautic Association | ▪ Board of Trustees, Willamette University ▪ Board of Visitors, Columbia University—The Fu Foundation School of Engineering and Applied Science ▪ Elected member, International Academy of Aeronautics ▪ Elected member, National Academy of Engineering Prior Affiliations ▪ President, American Institute of Aeronautics and Astronautics ▪ Chairman, Aerospace Industries Association ▪ Member, Air Force Association ▪ Member, Association of the United States Army Attributes and Skills Mr. Albaugh brings to the Board substantial experience in executive leadership, finance, strategic planning, business development, and global operations and management. He has a deep knowledge of and leadership experience in the aerospace, defense and space sectors, including with respect to complex systems, contracts and governmental oversight, as well as experience in the investment industry. Mr. Albaugh’s industry expertise and leadership roles, as well as public company board and corporate governance experience, enable him to provide valuable insight and perspectives and to lead the Board effectively as its Lead Director. |

  11. Director Nominees

    | AMY E. ALVING | Age 61 | Independent director since 2018 | | Board Committees ▪ Cybersecurity ▪ Governance and Nominating (Chair) Other Current Public Company Directorships ▪ Federal National Mortgage Association (Fannie Mae) Prior Public Company Directorships ▪ DXC Technology Company (2017-2023) ▪ Howmet Aerospace (then named Arconic Inc.) (November 2016-May 2017) ▪ Pall Corporation (2010-2015, until acquired by Danaher Corporation) | Career Highlights and Qualifications Leidos Holdings, Inc. (formerly Science Applications International Corporation (SAIC)), one of the nation’s top defense sector providers of hardware, software and services (2005-2013) ▪ Senior Vice President and Chief Technology Officer, responsible for the creation, communication and implementation of SAIC’s technical and scientific vision and strategy (2007-2013, stepping down when the company separated into two smaller companies) Defense Advanced Research Projects Agency, (DARPA) (1998-2005) ▪ Director of the Special Projects Office (SPO), where she was a member of the federal Senior Executive Service ▪ Deputy Director of the SPO United States Department of Commerce ▪ White House Fellow, serving as a senior technical advisor to the Deputy Secretary of Commerce (1997-1998) University of Minnesota (1990-1997) ▪ Taught Aerospace Engineering, including as a tenured Associate Professor | Other Current Affiliations ▪ Member, Air Force Scientific Advisory Board ▪ Member, Council on Foreign Relations Prior Affiliations ▪ Member, Defense Science Board ▪ Board of Trustees, Princeton University Attributes and Skills Ms. Alving brings to the Board extensive technology, innovation, cybersecurity and risk oversight experience across multiple sectors, including aerospace, defense, and government. Ms. Alving was the Chief Technology Officer of one of the largest U.S. defense contractors; has led a major element of the military’s research and development enterprise; and was a tenured faculty member conducting original research at a major university. In addition to Ms. Alving’s expertise in technology, science and engineering, which offers important insight to the Company, her service on other public company boards and with non-profit organizations provides our Board with the benefit of her perspectives on corporate governance and corporate responsibility. |

  12. Director Nominees

    | SHARON R. BARNER | Age 67 | Independent director since 2021 | | Board Committees ▪ Governance and Nominating Prior Public Company Directorships ▪ Atmus Filtration Technologies Inc. (2023-March 2024) ▪ Walker Innovations Inc. (2015-2018) | Career Highlights and Qualifications Cummins Inc., a global power train and power solutions leader (2012-present) ▪ Vice President, Chief Administrative Officer and Corporate Secretary (2021-present) ▪ Interim Chief Human Resources Officer (2022) ▪ Vice President, General Counsel and Corporate Secretary (2012-March 2021) United States Patent and Trademark Office ▪ Deputy Under Secretary of Commerce for Intellectual Property and Deputy Director, responsible for patent and trademark operations (2009-2011) Foley & Lardner LLP (“Foley”) ▪ Attorney; held a number of leadership roles, including as a member of Foley’s Executive Management Committee, chair of its Intellectual Property Department and chair of its Chicago Intellectual Property practice area (1996-2009) Other Current Affiliations ▪ Board of Directors, Eskenazi Health Foundation | ▪ Board of Trustees, Foundation for Advancement of Diversity in Intellectual Property Law ▪ Board of Trustees, Syracuse University Prior Affiliations ▪ Board of Directors, Association of Corporate Counsel Attributes and Skills Ms. Barner brings a diverse skill set to the Board, including legal and intellectual property expertise, manufacturing industry knowledge, executive leadership, and risk and human capital management experience. Her current and past senior leadership roles included responsibility for critical functions of a global company, including with respect to risk oversight, ethics and compliance, human resources, ESG, legal, regulatory and government contracting, and strategy and business development. Ms. Barner’s comprehensive background, intellectual property knowledge and recognized leadership enable her to bring valuable insights to the Board. |

  13. Director Nominees

    | JOSEPH S. CANTIE | Age 60 | Independent director since 2020 | | Board Committees ▪ Audit ▪ Compensation and Benefits ▪ Finance Other Current Public Company Directorships ▪ Summit Materials, Inc. ▪ TopBuild Corporation Prior Public Company Directorships ▪ Delphi Technologies PLC (2017-2020) ▪ Delphi Automotive PLC (2015-2017) | Career Highlights and Qualifications ZF TRW, a division of ZF Friedrichshafen AG (ZF), a global automotive supplier (formerly known as TRW Automotive Holdings Corporation prior to its acquisition by ZF in 2015) ▪ Executive Vice President and Chief Financial Officer (2003-2016) TRW Inc., a global aerospace, systems and automotive conglomerate ▪ Vice President, Finance, for the automotive business (2001-2003) ▪ Vice President, Investor Relations (1999-2001) LucasVarity PLC, an automotive parts manufacturer (1996-1999) ▪ Served in several executive positions, including as Vice President and Controller Varity Corporation, a global automotive parts and industrial conglomerate (1995-1996) ▪ Manager, Financial and Business Analysis | KPMG (1985-1995) ▪ Certified Public Accountant Attributes and Skills Mr. Cantie brings to the Board valuable expertise in the areas of finance, enterprise risk management and manufacturing and automotive industry knowledge. His experience as a seasoned financial executive and leader with more than 25 years of global public company experience, provides him with an extensive understanding of matters relating to strategy and business development, financial operations, capital markets, mergers and acquisitions and investor relations. In addition, Mr. Cantie’s current and prior service on the boards of several public companies, provides our Board with the benefits of his perspectives on corporate governance. Mr. Cantie qualifies as an audit committee financial expert. |

  14. Director Nominees

    | ROBERT F. LEDUC | Age 68 | Independent director since 2020 | | Board Committees ▪ Compensation and Benefits (Chair) Other Current Public Company Directorships ▪ AAR Corporation ▪ JetBlue Airways Corporation | Career Highlights and Qualifications United Technologies Corporation (UTC, since renamed RTX Corporation) (UTC career spanning over 38 years) ▪ President of Pratt & Whitney, a jet engine manufacturer (2016-February 2020) ▪ President of Sikorsky Aircraft (now owned by Lockheed Martin) (2015) ▪ President of Boeing Programs & Space, UTC Aerospace Systems (2012-2015) ▪ President of Boeing 787, Space Systems & U.S. Government Classified Programs (2010-2012) ▪ President of Flight Systems and Classified Programs at Hamilton Sundstrand (2004-2010) ▪ President of Large Commercial Engines and Chief Operating Officer at Pratt & Whitney (2000-2004) ▪ Senior Vice President, Engine Programs & Customer Support (1995-2000) Other Current Affiliations ▪ Co-Founder, Robert and Jeanne Leduc Center of Civic Engagement, University of Massachusetts, Dartmouth | Prior Affiliations ▪ Board of Directors, Connecticut Science Center ▪ Consulting Partner, Advent International Attributes and Skills A recognized leader in the aerospace industry, Mr. Leduc received Aviation Week’s Lifetime Achievement Award in 2020. Mr. Leduc brings to the Board deep experience in aerospace, from general aviation to commercial to military to space, proven leadership skills, a track record of executing complex development programs and global management and operational expertise. With decades of senior leadership experience, he has significant knowledge of program execution, long-cycle investments, risk oversight, brand enhancement, talent management and customer value creation. In addition, Mr. Leduc brings valuable insights and perspectives on growth, strategy, managing through down cycles and capital market transactions. Mr. Leduc’s expertise and current service on several public company boards provide our Board with an important perspective on critical aspects of the Company’s business. |

  15. Director Nominees

    | DAVID J. MILLER | Age 45 | Independent director since 2017 | | Board Committees ▪ Finance Other Current Public Company Directorships ▪ Peabody Energy Corporation Prior Public Company Directorship ▪ SemGroup Energy Partners LP (2008-2009) | Career Highlights and Qualifications Elliott Investment Management L.P., an investment fund with over $50 billion in assets under management (2003-Present) ▪ Equity Partner and Senior Portfolio Manager, responsible for investments across the capital structure and spanning multiple industries ▪ Member of the Management and Global Situational Investment Committees Peter J. Solomon Company, a financial advisory firm ▪ Served in M&A and financing advisory roles Other Current Affiliations ▪ Board of Directors, Acosta, Inc. ▪ Board of Directors, Brazilian American Automotive Group, Inc. | ▪ Board of Directors, Futures and Options Prior Affiliations ▪ Board of Managers, JCIM, LLC (2008-2013) ▪ Board of Directors, ISCO International Inc. (2009-2010) Attributes and Skills Mr. Miller brings to our Board extensive capital market and business and financial expertise, including with respect to strategic reviews, risk management, and mergers and acquisitions. Mr. Miller’s investment management and investment banking expertise, his understanding of financial strategy and his in-depth knowledge of restructuring matters, as well as his service on public and private company boards, provide valuable perspective to the deliberations of the Board. |

  16. Director Nominees

    | JODY G. MILLER | Age 66 | Independent director since 2020 | | Board Committees ▪ Cybersecurity (Chair) ▪ Governance and Nominating Other Current Public Company Directorships ▪ LKQ Corporation Prior Public Company Directorships ▪ Capella Education Company (2001-2018) ▪ TRW Inc. (2005-2015) | Career Highlights and Qualifications Business Talent Group (BTG), a global marketplace for high-end independent talent on demand ▪ Co-Founder and CEO (2007-June 2019) ▪ Co-CEO (July 2019-2022) Heidrick and Struggles, Inc. (“Heidrick”), a global leadership advisory firm that acquired BTG in April 2021 ▪ Senior Advisor to Heidrick On-Demand Talent (2023) Maveron LLC, a venture capital firm ▪ Venture Partner (2000-2007) Americast, a digital video and interactive services joint venture with Walt Disney Company ▪ Held various positions, including as Acting President and Chief Operating Officer (1995-1999) United States Government ▪ White House: Special Assistant to the President during the Clinton Administration (1993-1995) ▪ White House Fellow at the Department of the Treasury (1990-1992) Began her career as an attorney at Cravath, Swaine & Moore Other Current Affiliations ▪ Board Member, The Climate Board | Prior Affiliations ▪ Board of Directors, Imbellus Inc. ▪ Advisory Board, Drucker Institute ▪ Board Member, Peer Health Exchange, Inc ▪ Board Member, National Campaign to Prevent Teenage and Unplanned Pregnancy Attributes and Skills Ms. Miller brings a diverse skill set to the Board, including executive leadership, talent management, finance, technology and innovation, and legal expertise. With decades of executive leadership and entrepreneurial experience, she has significant knowledge of strategic planning, large organization management, corporate development, risk oversight, and assessing human capital requirements. Ms. Miller also brings to the Board a fresh perspective on the evolving talent marketplace. In addition, she has government affairs experience through her public sector experience in the White House, the Department of Treasury and as chief legal advisor to the Governor of South Carolina. Ms. Miller’s current and prior board services at public, private and philanthropic organizations provides our Board with the benefit of her perspectives on corporate governance and environmental, social and corporate responsibility. |

  17. Director Nominees

    | JOHN C. PLANT | Age 70 Director since 2016 | Chair of the Board since 2017 | | | Other Current Public Company Directorships ▪ Jabil Circuit Corporation ▪ Masco Corporation Prior Public Company Directorships ▪ Gates Industrial Corporation PLC (2017-2019) ▪ TRW Automotive Holdings Corporation (2011-2015) | Career Highlights and Qualifications Howmet Aerospace, Inc. ▪ Chair of the Board (2017-Present) ▪ Chief Executive Officer (2021-Present) ▪ Co-Chief Executive Officer (2020-2021) ▪ Chief Executive Officer (2019-2020) TRW Automotive Holdings Corporation, a global automotive supplier ▪ Chairman of the Board (2011-2015, when the company was acquired by ZF Friedrichshafen AG) ▪ President and Chief Executive Officer (2003-2015) ▪ Under his leadership, TRW employed more than 65,000 people in approximately 190 major facilities around the world and was ranked among the top 10 automotive suppliers globally TRW Inc., a global aerospace, systems and automotive conglomerate ▪ Co-Member of the Chief Executive Office (2001-2003) ▪ Executive Vice President (1999-2001) LucasVarity Automotive, an automotive parts manufacturer ▪ President (1997-1999, when the company was acquired by TRW Inc.) ▪ President and Managing Director of the Electrical and Electronics division (1991-1997) | Other Current Affiliations ▪ Fellow of the Institute of Chartered Accountants Prior Affiliations ▪ Director Emeritus of the Automotive Safety Council Attributes and Skills With over three decades of executive leadership experience, Mr. Plant has substantial experience in global operations and management, strategic planning, finance, business development, and risk management. He brings a track record of successfully leading businesses through periods of downturns and challenges and periods of growth and market development. His expertise in the aerospace and defense and automotive industries and his deep familiarity with all aspects of the Company’s businesses enable him to develop and lead the execution of the Company’s strategic vision, assess attendant risks and guide the Company’s growth. Mr. Plant’s vast executive and operational experience, as well as his current and prior service on public and private company boards, enables him to be an effective leader, who provides valuable insights to the Board and keeps directors apprised of significant developments in the Company’s business and industry. |

  18. Director Nominees

    | ULRICH R. SCHMIDT | Age 74 | Independent director since 2016 | | Board Committees ▪ Audit (Chair) ▪ Finance (Chair) Prior Public Company Directorship ▪ Precision Castparts Corporation (2007-2016) | Career Highlights and Qualifications Spirit Aerosystems Holdings, Inc., a global manufacturer of aerostructures ▪ Executive Vice President and Chief Financial Officer (2005-2009) Goodrich Corporation, a global supplier of aerospace components, systems and services to the commercial, defense, regional aircraft and general aviation airplane markets ▪ Executive Vice President and Chief Financial Officer (2000-2005) ▪ Vice President, Finance and Business Development, Goodrich Aerospace (1994-2000) Prior to joining Goodrich, he held senior level roles at a variety of companies, including Invensys Limited, Everest & Jennings International Limited and Argo-Tech Corporation. | Attributes and Skills Mr. Schmidt brings to the Board extensive global executive and financial experience, as well as a deep understanding of the aerospace industry. A seasoned financial executive and leader, he possesses valuable expertise in accounting, financial oversight, capital markets, mergers and acquisitions, enterprise risk management, business development and financial operations. His extensive background in the aerospace industry, coupled with his financial management and strategic planning and analysis foundation, provides the Board with valuable insight and industry experience. Mr. Schmidt qualifies as an audit committee financial expert. |

  19. Director Nominees

    | GUNNER S. SMITH | Age 50 | Independent director since 2023 | | | Career Highlights and Qualifications Owens Corning, a global building and construction materials leader (2008-Present) ▪ President, Roofing (2018-Present) ▪ Member of the Executive Committee of Owens Corning (2018-Present) ▪ Served in various executive positions, including Vice President of Distribution and Home Center Sales; and held various positions leading sales, marketing and pricing PlyGem Industries, a manufacturing company specializing in windows, doors, siding, fence, rail and stone veneer (2007-2008) ▪ National Sales Manager | Other Current Affiliations ▪ President and Board of Directors, Asphalt Roofing Manufacturers Association ▪ Board of Directors, Toledo Zoo and Aquarium Attributes and Skills Mr. Smith brings to the Board business perspective, manufacturing and commercial expertise and valuable insight in the dynamic competitive markets, which are complementary to the mix of skills on our Board. His current and past senior leadership and operational roles in critical functions of a global company provide him with an extensive understanding of strategy and business development, risk oversight and management, and innovation and intellectual property. As a member of non-profit organizations, Mr. Smith brings a wealth of perspectives on corporate social responsibility. |

  20. Item 1—Election of Directors—Board Composition and Refreshment

    Item 1—Election of Directors—Board Composition and Refreshment

  21. Board Composition and Refreshment

    Board Composition and Refreshment The Board recognizes that Board composition and refreshment contribute to effective deliberation, engagement and oversight, and the Board strives to strike an appropriate balance of skills, experience and diversity in its composition. Board refreshment ensures over time a mix of experienced directors with a deep understanding of the Company and new directors who bring fresh perspectives. The Governance and Nominating Committee regularly considers the size and composition of the Board and assesses whether the composition appropriately aligns with the Company’s evolving business and strategic needs. The focus is on ensuring that the Board is composed of directors who possess a multitude of relevant expertise, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of the shareholders. The Governance and Nominating Committee reviews the short-term and long-term strategies and interests of the Company to determine what current and future skills and experiences are required of the Board in exercising its oversight function. Specific search criteria evolve over time to reflect the Company’s dynamic business and strategic needs and the then composition of the Board. The Governance and Nominating Committee will review director performance evaluations to inform its decisions about nomination and refreshment. See “Corporate Governance—Board, Committee and Director Evaluations” for more detail on the evaluation process. The Governance and Nominating Committee is responsible for establishing the criteria, objectives and procedures of selecting director candidates, screening candidates and evaluating the qualifications of persons who may be considered for potential service as a director, including candidates nominated by or recommended by shareholders.

  22. Board Diversity

    Board Diversity Our policy on Board diversity relates to the selection of nominees for the Board, as outlined in our Corporate Governance Guidelines. A diverse board encompassing a variety of skills, experiences and viewpoints contribute to the collective strength and effectiveness of the Board. When evaluating the diversity of potential director nominees, the Governance and Nominating Committee will consider 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. In selecting a director nominee, the Committee will focus on characteristics that would complement the existing Board, recognizing that the Company’s businesses and operations are diverse and global in nature.

  23. Director Tenure Policy

    Director Tenure Policy The Board believes that new perspectives and ideas are important to a forward-looking and strategic Board, as is the ability to benefit from the valuable experience and corporate familiarity that longer-serving directors possess. The Company’s Corporate Governance Guidelines provide that a director whose tenure exceeds 12 years should tender his or her resignation from the Board. The Governance and Nominating Committee will then review the appropriateness of such director’s continued service on the Board, and make a recommendation to the Board on whether to accept or reject such resignation. In its review, the Governance and Nominating Committee will take into account a variety of factors, including the attributes of the director, his or her performance and contributions to the Board, and whether refreshment of the Board is at that time necessary to maintain an appropriate mix and range of backgrounds, viewpoints, and expertise for effective oversight and to meet the evolving needs of the Company. The Board believes that this tenure policy allows for Board refreshment and alignment of director attributes and skills with the Company’s evolving strategy while at the same time providing flexibility for the Governance and Nominating Committee and the Board to make a case-by-case assessment of the appropriateness of a longer-tenured director’s continued service on the Board.

  24. Nominating Board Candidates—Procedures and Director Qualifications

    Nominating Board Candidates—Procedures and Director Qualifications

  25. Minimum Qualifications for Director Nominees and Board Member Attributes

    Minimum Qualifications for Director Nominees and Board Member Attributes The Governance and Nominating Committee has adopted Criteria for Identification, Evaluation and Selection of Directors:

  26. Minimum Qualifications for Director Nominees and Board Member Attributes

    | 1. Directors must have demonstrated the highest ethical behavior and must be committed to the Company’s values. 2. Directors must be committed to seeking and balancing the legitimate long-term interests of all of the Company’s shareholders, as well as its other stakeholders, including its customers, employees and the communities where the Company has an impact. Directors must not be beholden primarily to any special interest group or constituency. 3. It is the objective of the Board that all non-management directors be independent. In addition, no director should have, or appear to have, a conflict of interest that would impair that director’s ability to make decisions consistently in a fair and balanced manner. 4. Directors must be independent in thought and judgment. They must each have the ability to: ▪ speak out on difficult subjects; ▪ ask tough questions and demand accurate, honest answers; ▪ constructively challenge management; and ▪ at the same time, act as an effective member of the team, engendering by his or her attitude an atmosphere of collegiality and trust. 5. Each director must have demonstrated excellence in his or her area and must be able to deal effectively with crises and to provide advice and counsel to the Chief Executive Officer and his or her peers. | 6. Directors should have proven business acumen: ▪ serving or having served as a chief executive officer, or other senior leadership role, in a significant, complex organization; or ▪ serving or having served in a significant policy-making or leadership position in a well-respected, nationally or internationally recognized educational institution, not-for-profit organization or governmental entity; or ▪ having achieved a widely recognized position of leadership in the director’s field of endeavor which adds substantial value to the oversight of material issues related to the Company’s business. 7. Directors must be committed to: ▪ understanding the Company and its industry; ▪ regularly preparing for, attending and actively participating in meetings of the Board and its committees; and ▪ ensuring that existing and future individual commitments will not materially interfere with the director’s obligations to the Company. The number of other board memberships, in light of the demands of a director nominee’s principal occupation, should be considered, as well as travel demands for meeting attendance. 8. Directors must understand the legal responsibilities of board service and fiduciary obligations. All members of the Board should be financially literate and have a sound understanding of business strategy, business environment, corporate governance and board operations. At least one member of the Board must satisfy the requirements of an “audit committee financial expert.” | 9. Directors must be self-confident and willing and able to assume leadership and collaborative roles as needed. They need to demonstrate maturity, valuing Board and team performance over individual performance and respect for others and their views. 10. New director nominees should be able and committed to serve as a member of the Board for an extended period of time. 11. A diverse board encompassing a variety of skills, experiences and viewpoints contribute to the collective strength and effectiveness of the Board. When evaluating the diversity of potential director nominees, the Governance and Nominating Committee will consider a broad range of diversity, including diversity with respect to professional experience, skills and background, as well as diversity of gender, race, ethnicity, sexual orientation and identity. In selecting a director nominee, the committee will focus on characteristics that would complement the existing Board, recognizing that the Company’s businesses and operations are diverse and global in nature. 12. Directors should have reputations, both personal and professional, consistent with the Company’s image and reputation. |

  27. Process of Evaluation of Director Candidates

    Process of Evaluation of Director Candidates The Governance and Nominating Committee makes a preliminary review of a prospective director candidate’s background, career experience and qualifications based on available information or information provided by an independent search firm, which identifies or provides an assessment of a candidate, or by a shareholder nominating or suggesting a candidate. If a consensus is reached by the committee that a particular candidate would likely contribute positively to the Board’s mix of skills, experiences and diversity, and a Board vacancy exists or is likely to occur, the candidate is contacted to confirm his or her interest and willingness to serve. The committee conducts interviews and may invite other Board members or senior Howmet Aerospace executives to interview the candidate to assess the candidate’s overall qualifications. The committee considers the candidate against the criteria it has adopted, as well as in the context of the Board’s then current composition and the needs of the Board and its committees. At the conclusion of this process, the committee reports the results of its review to the full Board. The report includes a recommendation as to whether the candidate should be nominated for election to the Board. This procedure is the same for all candidates, including director candidates identified by shareholders. The Governance and Nominating Committee retains from time to time the services of a search firm that specializes in identifying and evaluating director candidates. Services provided by the search firm include identifying potential director candidates meeting criteria established by the committee, verifying information about the prospective candidate’s credentials, and obtaining a preliminary indication of interest and willingness to serve as a Board member.

  28. Shareholder Recommendations for Director Nominees

    Shareholder Recommendations for Director Nominees Any shareholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: Howmet Aerospace Inc., Governance and Nominating Committee, c/o Corporate Secretary’s Office, 201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary@howmet.com. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and Bylaws. The committee will consider all candidates recommended by shareholders in compliance with the foregoing procedures and who satisfy the minimum qualifications for director nominees and Board member attributes.

  29. Director Compensation—Directors’ Alignment with Shareholders

    Director Compensation—Directors’ Alignment with Shareholders

  30. Director Compensation—2023 Director Compensation

    Director Compensation—2023 Director Compensation

  31. 2023 Director Compensation

    2023 Director Compensation The following table sets forth the 2023 compensation of each non-employee director who served on the Board in 2023.

  32. 2023 Director Compensation

    | (a) | (b) | (c) | (g) | (h) | | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | All Other Compensation(4) | Total | | James F. Albaugh | $155,000 | $160,013 | — | $315,013 | | Amy E. Alving | $135,000 | $160,013 | — | $295,013 | | Sharon R. Barner | $120,000 | $160,013 | — | $280,013 | | Joseph S. Cantie | $120,000 | $160,013 | $346 | $280,359 | | Robert F. Leduc | $140,000 | $160,013 | — | $300,013 | | David J. Miller | $120,000 | $160,013 | — | $280,013 | | Jody G. Miller | $129,355 | $160,013 | — | $289,368 | | Nicole W. Piasecki(5) | $51,169 | — | — | $51,169 | | Ulrich R. Schmidt | $145,000 | $160,013 | — | $305,013 | | Gunner S. Smith(6) | $30,667 | $100,836 | — | $131,503 |

  33. 2023 Director Compensation

    (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 “2023 Summary Compensation Table.” (2) Fees Earned or Paid in Cash (Column (b)). This column reflects the cash fees earned by directors for Board and committee services in 2023, whether or not such fees were deferred by a director (see “Director Deferral Program” below). (3) Stock Awards (Column (c)). 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 2013 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 2023 until the Company’s Annual Meeting in 2024 and vests on the earlier of the first anniversary date of the grant date or the date of the Company’s 2024 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. ▪ Messrs. Albaugh, Cantie, Leduc, D. Miller and Schmidt and Mmes. Alving, Barner and J. Miller were each granted an annual equity award on May 19, 2023 for service from the Company’s 2023 Annual Meeting to the Company’s 2024 Annual Meeting. Each director received 3,559 deferred RSUs, with a grant date fair value of $160,013, based on the closing price per share of our common stock on the date of grant ($44.96). ▪ Mr. Smith was granted a prorated annual equity award on October 6, 2023 for service from September 29, 2023 until the Company’s 2024 Annual Meeting. He received 2,194 deferred RSUs, with a grant date fair value of $100,836, based on the closing price per share of our common stock on the date of grant ($45.96). ▪ The aggregate number of unvested deferred RSUs outstanding at December 31, 2023 for each of Messrs. Albaugh, Cantie, Leduc, D. Millerand Schmidt and Mmes. Alving, Barner and J. Miller was 3,559; and for Mr. Smith was 2,194. The foregoing amounts do not include deferred RSUs that have vested—see “Director Deferral Program” below. (4) All Other Compensation (Column (g)). The amount shown in this column for Mr. Cantie represents imputed income related to a 2023 Board event to which director spouses and partners were invited. Imputed income, primarily for travel and expenses, was charged to those directors whose spouses or partners attended. Directors do not receive tax gross-ups for imputed income. (5) Ms. Piasecki retired from the Board of Directors, effective May 17, 2023. Mr. Smith was appointed to the Board of Directors, effective September 29, 2023.

  34. Director Compensation—2023 Director Compensation

    Director Compensation—2023 Director Compensation In 2023, we did not issue any option awards to directors, and we do not have a non-equity incentive plan for directors. Accordingly, no such compensation is reported, and we have omitted columns (d) and (e) from the table. Further, the Company does not pay above-market or preferential earnings on fees that are deferred. The Directors Deferred Fee Plan has the same investment options as the Company’s 401(k) tax-qualified savings plan for salaried employees. We therefore do not report changes in pension value or earnings on deferred fees and we have omitted column (f) from the table.

  35. 2023 incentive plan results

    2023 incentive plan results 5.

  36. CD&A CONTENTS

    | 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 |

  37. Shareholder Feedback

    Company participants in each of the spring and fall discussions included Neil E. Marchuk—Executive Vice President (EVP) and Chief Human Resources Officer, Lola F. Lin—EVP, Chief Legal and Compliance Officer and Secretary, and other members of management in functions representing relevant subject areas, including compensation and benefits, environmental, health and safety, corporate governance, and investor relations. In our spring 2023 shareholder outreach, shareholders were interested in hearing about the changes that we had made to our compensation program as disclosed in our 2023 proxy statement, including: ▪ Transitioning Mr. Plant to a compensation package that includes base salary, cash incentive awards (beginning with the 2023 performance year), and annual equity awards (beginning in 2024)—see page 59 for more information. ▪ Adjusting Mr. Plant’s Change-In-Control benefits to be more in line with market practice—see page 66 for more information. ▪ Changing the Company’s long-term incentive plan from measuring the Company’s performance over three 1-year periods to measuring the Company’s performance over one 3-year period, beginning with the 2023 performance restricted share unit awards. The shareholders with whom we spoke viewed the changes very favorably, as evidenced in the increase in shareholder approval of the Company’s Say-On-Pay ballot item to 97.5% in 2023 from 52.4% in 2022. In our fall 2023 shareholder outreach, we met with shareholders and received feedback on a number of governance topics. With regard to compensation, a few shareholders asked for a reminder on the changes described above, but none raised any new questions or concerns on compensation topics. Instead, most of the discussions focused on Environmental, Social, and Governance topics. See the “Corporate Governance—Shareholder Engagement” section.

  38. Compensation Philosophy and Design

    | 1. Make equity long-term incentive (LTI) 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 (IC) 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 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. |

  39. Executive Compensation Design Relies on a Diversified Mix of Pay Elements and Targets the Market Median

    | | | Compensation Element | Guiding Principle | Design/Structure | | ◀ FIXED ▶ | Short- Term | BASE SALARY | ▪ Target the market median | ▪ Target the market median | | ◀ VARIABLE ▶ | | ANNUAL INCENTIVE COMPENSATON | ▪ Choose annual IC weighted metrics that focus management’s actions on achieving the greatest positive impact on the Company’s financial performance ▪ Set annual IC targets that challenge management to achieve continuous improvement in performance as part of an overall strategy to deliver long-term growth ▪ Take into account individual performance that may include non-financial goals contributing to the success of the Company | ▪ NEO annual incentives are paid in cash and determined through a two-step performance measurement process: 1. Performance against financial goals is used to determine the payout level and fund the incentive pool 2. Individual NEO performance is assessed, and an individual multiplier is applied to the funded payout results, thus allocating the incentive pool across the eligible population | | | Long- Term | LONG-TERM INCENTIVE COMPENSATION | ▪ Make LTI equity the most significant portion of total compensation for senior executives and managers ▪ Set equity target grant levels in line with industry peers that are competitive to attract, retain and motivate executives and factor in individual performance and future potential for long-term retention | ▪ NEO long-term incentives are granted as 40% time-vested restricted share units (RSUs) and 60% performance restricted share units (PRSUs) ▪ Financial metrics used are aligned with driving long-term stock price performance and are typically measured over three years, except as discussed below ▪ A standalone relative TSR metric, or a relative TSR multiplier prior to 2023, is used to further reinforce shareholder alignment |

  40. 2023 MARKET COMPARATOR GROUPS

    2023 MARKET COMPARATOR GROUPS To help guide compensation decisions, the Company uses two market comparator groups. The data from each of these comparator groups described below is considered in establishing compensation programs, policies, pay levels and targets, and to ensure that the Company provides appropriate compensation to attract, retain and motivate employees. 1. PROXY PEER GROUP: A peer group of 18 companies from which we collect proxy data, which helps inform and determine compensation levels and target setting for the CEO, CFO and other named executive officers for whom data is available. This peer group is also used to help determine appropriate short and long-term incentive metrics. The Compensation Committee reviewed the Proxy Peer Group in 2023 and decided not to make any changes to the peer companies. The review considered industry, and key financial metrics including: ▪ revenue; ▪ market capitalization; ▪ EBITDA; ▪ EBITDA margin; and ▪ total assets.

  41. 2023 MARKET COMPARATOR GROUPS

    | | See “Attachment B—Howmet Aerospace Inc. Peer Group Companies.” |

  42. 2023 MARKET COMPARATOR GROUPS

    2. WILLIS TOWERS WATSON CUSTOM SURVEY COMPARATOR GROUP: We also use a comparator group of companies heavily weighted towards industrials with revenues between $3 billion and $15 billion. These companies participated in the Willis Towers Watson Executive Compensation Survey. This comparator group is used as a supplement to proxy data and to benchmark roles for which proxy data is not available.

  43. USE OF INDEPENDENT COMPENSATION CONSULTANT

    USE OF INDEPENDENT COMPENSATION CONSULTANT The Compensation Committee has authority under its charter to retain its own advisors, including compensation consultants. In 2023, the Compensation Committee directly retained Compensation Advisory Partners LLC (“CAP LLC”), which is independent and without conflicts of interest with the Company. See “Corporate Governance— Compensation Consultants”. CAP LLC provided market perspective, as requested by the Compensation Committee, on the form of Mr. Plant’s compensation arrangement, the form of certain executive compensation components, including, among other things, executive compensation best practices, insights concerning Securities and Exchange Commission (SEC) and say-on-pay policies, analysis and review of the Company’s compensation plans for executives, and the composition of the Proxy Peer Group (as discussed above). CAP LLC also provided advice on the CD&A in this proxy statement. We use comparative compensation data from the proxy statements of the peer group companies and survey data from Willis Towers Watson to help evaluate whether our compensation programs are competitive with the market. The latter is not customized based on parameters developed by Willis Towers Watson. Willis Towers Watson does not provide any advice or recommendations to the Compensation Committee on the amount or form of executive or director compensation.

  44. CONSERVATIVE COMPENSATION RISK PROFILE

    CONSERVATIVE COMPENSATION RISK PROFILE We evaluate the risk profile of our compensation programs when establishing policies and approving plan design. These evaluations have noted numerous factors that effectively manage or mitigate compensation risk, including the following: ▪ A balance of corporate and business group weighting in incentive compensation programs; ▪ A balanced mix between short-term and long-term incentives; ▪ Caps on incentives; ▪ Use of a balance of different performance measures in the annual cash and long-term incentive compensation plans to avoid overemphasizing any one performance measure; ▪ Discretion retained by the Compensation Committee to adjust awards; ▪ Stock ownership guidelines requiring holding substantial equity in the Company until retirement; ▪ Clawback policies applicable to all forms of incentive compensation; and ▪ Anti-hedging provisions in the Company’s Insider Trading Policy. In addition, (i) no business group has a compensation structure significantly different from that of the other groups or that deviates significantly from the Company’s overall risk and reward structure; (ii) the Company has a conservative leverage policy; and (iii) compensation incentives are not based on the results of speculative trading. As a result of these evaluations, we have determined that it is not reasonably likely that risks arising from our compensation and benefit plans would have a material adverse effect on the Company.

  45. LIMITATION ON SEVERANCE PAYMENTS

    LIMITATION ON SEVERANCE PAYMENTS In February 2024, the Board adopted a Severance Compensation Policy that obligates the Board to seek shareholder approval before the Company enters into or amends any employment agreement, severance agreement or similar arrangement with any executive officer, or establishes any new severance plan or policy covering executive officers, that would provide for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual bonus. The policy includes the following specific features: (i) it allows certain exclusions to the types of compensation subject to the policy, such as payments of salary or bonus amounts that had accrued at the time of termination, and (ii) it applies to executive officers who are subject to reporting requirements under Section 16 of the Exchange Act. The Compensation Committee believes that this policy carefully balances the interests of shareholders with the Company’s need to remain competitive in the market for talent. The policy is available on our website.

  46. 2023 Annual Cash Incentive Compensation Plan Design, Targets and Results

    2023 Annual Cash Incentive Compensation Plan Design, Targets and Results Each of the NEOs was eligible to participate in our corporate annual incentive compensation (IC) plan for 2023. In setting the annual IC targets for 2023, the Compensation Committee considered market conditions, the business forecast for the year, and the prior year’s targets and results. ▪ For Free Cash Flow, the 2023 target range was set at $555M-$615M. This target range reflects an increase over the 2022 Free Cash Flow result of $540M. ▪ For Adjusted EBITDA excluding special items, the 2023 target range was set at $1,285M-$1,367M. This target range reflects an increase over the 2022 result of $1,276M. For 2023, the Corporate IC plan payout was at 200%, as 2023 Free Cash Flow and Adjusted EBITDA excluding special items were both greater than the maximum, and the Committee awarded the maximum payout for the achievement of strategic goals. The Compensation Committee felt the result was a fair representation of the performance of the Company in 2023 given the strong year-over-year financial performance and the fact that the Company exceeded the high end of its external guidance on all key financial metrics in 2023.

  47. 2023 Annual Cash Incentive Compensation Plan Design, Targets and Results

    | | | | Payout Level | | | | | | Measure | Weight | | Minimum (payout = 0%) | Target (payout = 100%) | Maximum (payout = 200%) | Result | Weighted Payout | | Free Cash Flow* | 40% | | $500M | $555M-$615M | $685M | $697M | 80% | | Adjusted EBITDA excluding special items | 40% | | $1,200M | $1,285M-$1,367M | $1,455M | $1,508M | 80% | | Achievement of Strategic Goals | 20% | | | | | Described Below | 40% | | | | | | | | Result: | 200% |

  48. 2023 Annual Cash Incentive Compensation Plan Design, Targets and Results

    * Per the plan design, 2023 Free Cash Flow result excludes the $15 million voluntary pension contribution made in 2023

  49. 2023 Annual Cash Incentive Compensation Plan Design, Targets and Results

    | | See “Attachment C—Calculation of Financial Measures” for the reconciliations to the most directly comparable GAAP measures and management’s rationale for the non-GAAP financial measures used in this CD&A. |

  50. 2023 Annual Cash Incentive Compensation Plan Design, Targets and Results

    To assess the achievement of strategic goals in 2023, the Compensation Committee considered a matrix of results across a number of different functions, including Treasury, Tax, Investor Relations, Shared Services, Legal, Human Resources and Environmental, Social, and Governance. Some key highlights of 2023 accomplishments include: ▪ Gross debt reduced to approximately $3.7 billion and interest expense reduced to approximately $220 million. ▪ 2023 effective tax rate was reduced to 21.5%. ▪ Improved long only ownership from 78% in 2022 to 91% in 2023. ▪ Replaced an over 20-year-old payroll system for over 13,000 employees with very minimal impact to employees. ▪ Multiple union contracts negotiated without business disruption. ▪ Increased the number of U.S. applications for open roles by more than 2 times the number of applicants in 2022. Received a number of external awards, including Forbes World’s Best Employers and Best Diversity, Time Magazine World’s Best People and Best Companies for Sustainability, and Vibrant Pittsburgh awards. Climate goals ahead of plan: already implemented 70,000 metric tons (MT) of greenhouse gas emission reduction from 2019 through 2023, versus plan of 75,000 MT by end of 2024. ▪ Achieved energy cost savings of $27.1 million. ▪ Water intensity and hazardous waste intensity improved and achieved target. ▪ Safety: no serious injury in 2023; DART (days away and restricted time) and Total Recordable rate were below target.

  51. 2023 Annual Cash Incentive Compensation Plan Design, Targets and Results

    | | See “Attachment C—Calculation of Financial Measures” for the reconciliations to the most directly comparable GAAP (accounting principles generally accepted in the United States of America) measures and management’s rationale for the non-GAAP financial measures used in this CD&A. | | | For more information on the Company’s ESG approach, please see the “Environmental and Social Responsibility” and the “Corporate Governance” sections. |

  52. 2023 Long-Term Incentives

    2023 Long-Term Incentives Each of the NEOs, except for Mr. Plant, received a long-term incentive award in 2023, consisting of 40% time-vested RSUs and 60% PRSUs. There are currently three tranches of PRSUs outstanding: ▪ Performance for the PRSUs for the outstanding 2021 and 2022 grants are measured over three 1-year performance periods, with a relative TSR multiplier measured over a 3-year performance period. ▪ Beginning with the PRSUs granted in February 2023, the Compensation Committee approved a change back to a 3-year performance period (vs. three 1-year periods) as markets continued to stabilize.

  53. 2021 AND 2022 PRSU GRANTS

    2021 AND 2022 PRSU GRANTS ▪ For the 2021 performance year, we used Adjusted EBITDA Margin excluding special items as our sole internal financial metric. ▪ For the 2022, 2023, and 2024 performance years, we added Adjusted Earnings Per Share (EPS) excluding special items as an additional internal financial metric weighted at 40%, with Adjusted EBTIDA Margin excluding special items or Adjusted EBITDA excluding special items weighted at 60%. ▪ The relative TSR multiplier is measured over a 3-year period with a multiplier of up to +/-20% for the 2021 and 2022 awards. Relative TSR is measured against a peer group of 19 Aerospace & Defense companies (the “PRSU Peer Group”). For a list of companies in the PRSU Peer Group, see “Attachment B—Howmet Aerospace Inc. Peer Group Companies”. The final payout for the 2021 and 2022 PRSUs is equal to:

  54. 2021 AND 2022 PRSU GRANTS

    | (Year 1 Performance Result + Year 2 Performance Result + Year 3 Performance Result) | × | Relative TSR Multiplier | | 3 | | |

  55. FINANCIAL METRIC PERFORMANCE TARGETS (THREE 1-YEAR PERIODS)

    3-YEAR RELATIVE TSR FOR THE 2021 and 2022 PRSU AWARDS: At the completion of the performance period for the 2021 award, as defined below, the Company’s TSR was the highest in the PRSU Peer Group, which means the TSR Multiplier was 120%. The Company’s TSR for the 2022 award is tracking as 2nd in the peer group through March 25, 2024.

  56. FINANCIAL METRIC PERFORMANCE TARGETS (THREE 1-YEAR PERIODS)

    | Percentile Rank vs. PRSU Peer Group | Multiplier | Definition | | 0-20th | 80% | ▪ TSR measured over 36 months with: □ Starting period = average closing price in December prior to start of the performance period □ Ending period = average trading price in December at the end of the performance period ▪ TSR result multiplied by payout for financial metrics capped at 200% | | 21st-40th | 90% | | | 41st-60th | 100% | | | 61st-80th | 110% | | | 81st-100th | 120% | |

  57. FINAL PAYOUT FOR THE 2021 PRSU AWARDS

    FINAL PAYOUT FOR THE 2021 PRSU AWARDS Based on the performance as shown above, the final payout for the 2021 PRSU Awards is: The awards vest on May 10, 2024.

  58. Chief Executive Officer—John C. Plant

    In February 2024, Mr. Plant received an equity award with a grant date value of $14,100,000. 60% of the award was granted as PRSUs and 40% of the award was granted as RSUs. This is currently his only outstanding equity award as his other awards have vested. ▪ As part of his 2020 letter agreements, Mr. Plant had the opportunity to earn a total of 2,100,000 PRSUs by achieving 16 stock price hurdles ranging from $17.03 to $42.29. All 16 hurdles were achieved, and the entire award vested on March 31, 2023. ▪ Mr. Plant also vested in 494,999 RSUs on March 31, 2023, which were granted as part of his 2020 letter agreements. ▪ As part of his October 2021 letter agreement, Mr. Plant was awarded 500,000 RSUs that vested on January 1, 2024.

  59. Other Named Executive Officers

    | Executive | Salary Increase Effective 3/1/2023 | Annual Equity Award (Granted on 2/16/2023 as 60% PRSUs and 40% RSUs) | Annual IC Payout for 2023 Performance | | | | | | | | Annual Target as % of Salary | Plan Result | Individual Multiplier | Payment | | Kenneth J. Giacobbe | 4.8% to $650,000 | $1,750,000 | 100% | 200% | 100% | $1,290,000 | | Neil E. Marchuk | 3.8% to $675,000 | $1,800,000 | 100% | 200% | 100% | $1,341,666 | | Lola F. Lin | 3.5% to $585,000 | $1,200,000 | 100% | 200% | 100% | $1,163,334 | | Michael N. Chanatry | 3.8% to $550,000 | $600,000 | 70% | 200% | 100% | $765,334 |

  60. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  61. 2023 Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | John C. Plant Executive Chairman and Chief Executive Officer | 2023 | 1,600,000 | 0 | 0 | 0 | 5,600,000 | 0 | 144,588 | 7,344,588 | | | 2022 | 1,600,000 | 0 | 0 | 0 | 0 | 0 | 148,249 | 1,748,249 | | | 2021 | 1,600,000 | 0 | 15,445,000 | 0 | 0 | 0 | 144,000 | 17,189,000 | | Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer | 2023 | 645,000 | 0 | 1,750,084 | 0 | 1,290,000 | 88,948 | 58,463 | 3,832,495 | | | 2022 | 616,667 | 0 | 1,600,028 | 0 | 370,000 | 0 | 63,404 | 2,650,099 | | | 2021 | 585,417 | 0 | 5,446,264 | 0 | 556,146 | 0 | 59,062 | 6,646,889 | | Neil E. Marchuk Executive Vice President and Chief Human Resources Officer | 2023 | 670,833 | 0 | 1,800,035 | 0 | 1,341,666 | 0 | 72,418 | 3,884,952 | | | 2022 | 647,500 | 250,000 | 1,700,054 | 0 | 388,500 | 0 | 76,010 | 3,062,064 | | | 2021 | 625,084 | 0 | 5,646,273 | 0 | 593,829 | 0 | 71,723 | 6,936,909 | | Lola F. Lin Executive Vice President, Chief Legal and Compliance Officer and Secretary | 2023 | 581,667 | 0 | 1,200,023 | 0 | 1,163,334 | 0 | 47,375 | 2,992,399 | | | 2022 | 562,500 | 0 | 1,100,039 | 0 | 337,500 | 0 | 43,191 | 2,043,230 | | | 2021 | 281,250 | 200,000 | 1,400,080 | 0 | 267,187 | 0 | 160,086 | 2,308,603 | | Michael N. Chanatry Vice President and Chief Commercial Officer | 2023 | 546,667 | 0 | 600,012 | 0 | 765,334 | 0 | 57,176 | 1,969,189 | | | 2022 | 527,500 | 160,000 | 550,037 | 0 | 265,860 | 0 | 57,575 | 1,560,972 | | | 2021 | 506,251 | 0 | 2,043,527 | 0 | 336,656 | 0 | 54,965 | 2,941,399 |

  62. 2023 Summary Compensation Table

    Notes to 2023 Summary Compensation Table:

  63. 2023 Summary Compensation Table

    | Column(s) | | | (a) | Named Executive Officers. The named executive officers include the Chief Executive Officer, the Chief Financial Officer, and the three other most highly compensated executives who were serving as executive officers on December 31, 2023. | | (c) | Salary. This column is equal to the actual base salary amount each of the named executive officers was paid in 2023. | | (d) | Bonus. There were no bonus payments in 2023. | | (e) and (f) | Stock Awards and Option Awards. The value of stock awards in column (e) and stock options in column (f) equals the grant date fair value, which is calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation. There were no stock options granted in 2023. Stock awards are valued at the market price of a share of stock on the date of grant as determined by the closing price of our common stock. For a discussion of the assumptions used to estimate the fair value of stock awards and stock options, please refer to the following sections and pages in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation” on page 35, and the disclosures on “Stock-Based Compensation” in Note A and Note I to the Consolidated Financial Statements on pages 49 and 70, respectively. | | (g) | Non-Equity Incentive Plan Compensation. Reflects cash payments made under the Annual Cash Incentive Plan for 2023 performance. See the “2023 Annual Cash Incentive Compensation Plan Design, Targets and Results” section on page 56. |

  64. 2023 Summary Compensation Table

    | (h) Change in Pension Value and Nonqualified Deferred Compensation Earnings. None of the executive officers shown participate in a defined benefit pension plan except for Mr. Giacobbe. The defined benefit pension plan was closed to employees hired after March 1, 2006 and frozen to future benefit accruals as of April 1, 2018. The increase in present value of Mr. Giacobbe’s pension is attributable to changes in the discount rate used for measurement of pension obligations year over year. Earnings on deferred compensation are not reflected in this column because the return on earnings is calculated in the same manner and at the same rate as earnings on externally managed investments of salaried employees participating in the tax-qualified 401(k) plan, and dividends on Company stock are paid at the same rate as dividends paid to shareholders. | | (i) All Other Compensation. For Mr. Plant, Mr. Giacobbe, and Mr. Marchuk, the amount includes $588 for their spouses attending two Board dinners. For all of the executive officers shown, the amount includes Company contributions to the Company’s Retirement Savings Plan and Deferred Compensation Plan as follows: |

  65. 2023 Summary Compensation Table

    | | Company Matching Contribution | | 3% Retirement Contribution | | | | Name | Savings Plan ($) | Deferred Compensation Plan ($) | Savings Plan ($) | Deferred Compensation Plan ($) | Total Company Contribution ($) | | John C. Plant | 19,800 | 76,200 | 9,900 | 38,100 | 144,000 | | Kenneth J. Giacobbe | 19,300 | 8,125 | 9,900 | 20,550 | 57,875 | | Neil E. Marchuk | 19,800 | 20,250 | 9,900 | 21,880 | 71,830 | | Lola F. Lin | 19,800 | — | 9,900 | 17,675 | 47,375 | | Michael N. Chanatry | 19,800 | 13,000 | 9,900 | 14,476 | 57,176 |

  66. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  67. 2023 Grants of Plan-Based Awards

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | 2023 Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | John C. Plant | | 1,400,000 | 2,800,000 | 8,400,000 | | | | | | | | | Kenneth J. Giacobbe | | 322,500 | 645,000 | 1,935,000 | | | | | | | | | | 2/16/2023 | | | | 12,224 | 24,448 | 48,896 | 16,299 | | | 1,750,084 | | Neil E. Marchuk | | 335,417 | 670,833 | 2,012,500 | | | | | | | | | | 2/16/2023 | | | | 12,532 | 25,146 | 50,292 | 16,764 | | | 1,800,035 | | Lola F. Lin | | 290,833 | 581,667 | 1,745,000 | | | | | | | | | | 2/16/2023 | | | | 8,382 | 16,764 | 33,528 | 11,176 | | | 1,200,023 | | Michael N. Chanatry | | 191,333 | 382,667 | 1,148,000 | | | | | | | | | | 2/16/2023 | | | | 4,191 | 8,382 | 16,764 | 5,588 | | | 600,012 |

  68. 2023 Grants of Plan-Based Awards

    (1) The amounts reported are the potential amounts for annual cash incentive awards for 2023. Actual amounts earned are reflected in the 2023 Summary Compensation Table. For performance below Threshold, the payout would be $0. For more information about annual cash incentive awards made under the Annual Cash Incentive Plan, see “Compensation Discussion and Analysis.” (2) Performance-based restricted share units granted in 2023. For performance below Threshold, the payout would be $0. Mr. Plant did not receive any equity awards in 2023. Time-vested restricted share units granted in 2023. Mr. Plant did not receive any equity awards in 2023.

  69. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End

  70. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (Exercisable)(1) (#) | Number of Securities Underlying Unexercised Options (Unexercisable)(1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | John C. Plant(5) | | | | | | | | | | | Stock Awards | | | | | | 500,000 | 27,060,000 | | | | Kenneth J. Giacobbe(6) | | | | | | | | | | | Stock Awards | | | | | | 179,626 | 9,721,359 | 81,939 | 4,434,539 | | Neil E. Marchuk(7) | | | | | | | | | | | Stock Awards | | | | | | 183,677 | 9,940,599 | 88,014 | 4,763,318 | | Lola F. Lin(8) | | | | | | | | | | | Stock Awards | | | | | | 37,176 | 2,011,965 | 55,763 | 3,017,894 | | Michael N. Chanatry(9) | | | | | | | | | | | Stock Awards | | | | | | 68,246 | 3,693,474 | 27,368 | 1,481,156 | | Stock Options | 31,202 | | | 22.60 | 4/16/2028 | | | | |

  71. 2023 Outstanding Equity Awards at Fiscal Year-End

    (1) No new stock options were granted in 2019-2023. Options shown have a term of ten years and ordinarily vest ratably over three years (one-third each year), generally subject to continued employment. (2) Stock awards in column (g) include time-vested RSU awards and earned PRSU awards, subject generally to continued employment. (3) Calculated using the closing price of Howmet Aerospace common stock on December 29, 2023, which was $54.12 per share. (4) Stock awards in column (i) include unearned PRSU awards at the target level. The awards will vest subject generally to continued employment and performance. The actual number of shares earned can range from 0% to 200% of the target number of shares shown. (5) Mr. Plant’s stock awards vested as follows: 500,000 shares vested on January 1, 2024. (6) Mr. Giacobbe’s stock awards vest as follows: 20,258 shares will vest on May 10, 2024; 125,000 shares will vest on June 28, 2024; 18,069 shares will vest on May 5, 2025; and 16,299 shares will vest on February 16, 2026. Mr. Giacobbe’s unearned PRSU awards will vest as follows, if earned (at target): 30,387 will vest on May 10, 2024; 27,104 will vest on May 5, 2025; and 24,448 will vest on February 16, 2026. (7) Mr. Marchuk’s stock awards vest as follows: 22,714 shares will vest on May 10, 2024; 125,000 shares will vest on June 28, 2024; 19,199 shares will vest on May 5, 2025; and 16,764 shares will vest on February 16, 2026. Mr. Marchuk’s unearned PRSU awards will vest as follows, if earned (at target): 34,070 will vest on May 10, 2024; 28,793 will vest on May 5, 2025; and 25,146 will vest on February 16, 2026. (8) Ms. Lin’s stock awards vest as follows: 13,577 shares will vest on May 10, 2024; 12,423 shares will vest on May 5, 2025; and 11,176 shares will vest on February 16, 2026. Ms. Lin’s unearned PRSU awards will vest as follows, if earned (at target): 20,365 will vest on May 10, 2024; 18,634 will vest on May 5, 2025; and 16,764 shares will vest on February 16, 2026. Mr. Chanatry’s stock awards vest as follows: 6,446 shares will vest on May 10, 2024; 50,000 shares will vest on June 28, 2024; 6,212 shares will vest on May, 5, 2025; and 5,588 shares will vest on February 16, 2026. Mr. Chanatry’s unearned PRSU awards will vest as follows, if earned (at target): 9,669 will vest on May 10, 2024; 9,317 will vest on May 5, 2025; and 8,382 shares will vest on February 16, 2026.

  72. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  73. 2023 Option Exercises and Stock Vested

    | (a) | (b) | (c) | (d) | (e) | | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John C. Plant | — | — | 2,594,999 | 109,950,108 | | Kenneth J. Giacobbe | — | — | 166,776 | 7,338,144 | | Neil E. Marchuk | — | — | 196,557 | 8,648,508 | | Lola F. Lin | — | — | — | — | | Michael N. Chanatry | — | — | 59,565 | 2,620,860 |

  74. 2023 Pension Benefits

    2023 Pension Benefits

  75. 2023 Pension Benefits

    | Name(1) | Plan Name(s) | Years of Credited Service | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year | | Kenneth J. Giacobbe | Howmet Aerospace Retirement Plan | 13.78 | 419,590 | | | | Excess Benefits Plan C | | 602,630 | | | | Total | | 1,022,220 | N/A |

  76. 2023 Pension Benefits

    (1) Messrs. Plant, Marchuk and Chanatry, and Ms. Lin do not appear in the Pension Benefits Table as they are not eligible to participate in the defined benefit pension plan, which was closed to employees hired after March 1, 2006.

  77. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  78. 2023 Nonqualified Deferred Compensation

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in 2023 ($) | Registrant Contributions in 2023 ($) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals Distributions ($) | Aggregate Balance at 12/31/2023 FYE ($) | | John C. Plant | | | 84,680E | | | | | 76,200 | 114,300 | 0D | 0 | 998,434 | | Kenneth J. Giacobbe | | | 5,161E | | | | | 19,350 | 28,675 | 0D | 0 | 256,342 | | Neil E. Marchuk | | | 38,841E | | | | | 40,250 | 42,130 | 0D | 0 | 402,305 | | Lola F. Lin | | | 4,368E | | | | | 0 | 17,675 | 0D | 0 | 37,290 | | Michael N. Chanatry | | | 729,722E | | | | | 382,727 | 27,476 | 8,193D | 0 | 3,080,585 |

  79. 2023 Nonqualified Deferred Compensation

    E—Earnings D—Dividends on Howmet Aerospace common stock or share equivalents The investment options under the Company’s nonqualified Deferred Compensation Plan are the same choices available to all salaried employees under the Company’s Retirement Savings Plan and the named executive officers do not receive preferential earnings on their investments. The named executive officers may defer up to 25% of their salaries in total to the Company’s Retirement Savings Plan and Deferred Compensation Plan and up to 100% of their annual cash incentive compensation to the Deferred Compensation Plan. The Company contributes matching contributions on employee base salary deferrals that exceed the limits on compensation imposed by the U.S. tax code. In addition, when the U.S. tax code limits Employer Retirement Income Contributions (ERIC), the ERIC contributions are made into the Deferred Compensation Plan. In 2023, these contributions were as follows:

  80. 2023 Nonqualified Deferred Compensation

    | Name | 3% ERIC ($) | Company Matching Contribution ($) | | John C. Plant | 38,100 | 76,200 | | Kenneth J. Giacobbe | 20,550 | 8,125 | | Neil E. Marchuk | 21,880 | 20,250 | | Lola F. Lin | 17,675 | 0 | | Michael N. Chanatry | 14,476 | 13,300 |

  81. 2023 Nonqualified Deferred Compensation

    These amounts are included in the column “All Other Compensation” in the “2023 Summary Compensation Table.” All nonqualified pension and deferred compensation obligations are general unsecured liabilities of the Company until paid. Upon termination of employment, deferred compensation will be paid in cash as a lump sum or in up to ten annual installments, depending on the individual’s election, account balance and retirement eligibility.

  82. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In February 2024, the Board adopted a Severance Compensation Policy that obligates the Board to seek shareholder approval before the Company enters into any new or amended agreement or establishes any plan or policy that would provide to any Executive Officer of the Company, cash severance benefits exceeding 2.99 times the sum of the Executive Officer’s base salary plus target annual bonus. Cash severance benefits under the Company’s current Change in Control Severance Plan and Executive Severance Plan would not exceed the limit set forth in the Severance Compensation Policy.

  83. Executive Compensation—2023 CEO Pay Ratio

    Executive Compensation—2023 CEO Pay Ratio

  84. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio

  85. 2023 Pay Versus Performance (“PVP”)

    2023 Pay Versus Performance (“PVP”) As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and the Company’s financial performance.

  86. Pay versus Performance Table

    Pay versus Performance Table The following table provides a summary of CAP to the principal executive officer (“PEO”), the average CAP for the non-PEO named executive officers (the “Other NEOs”), total shareholder return (“TSR”), Net Income and the Company-selected financial measure of Adjusted EBITDA excluding special items for 2020, 2021, 2022, and 2023.

  87. Pay versus Performance Table

    | (a) | (b1) | (c1) | (b2) | (c2) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Summary Compensation Table Total for Former PEO ($) | Compensation Actually Paid to Former PEO ($) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Adjusted EBITDA excluding special items ($M) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2023 | 7,344,588 | 25,664,035 | N/A | N/A | 3,169,759 | 8,120,341 | 231.48 | 119.09 | 765 | 1,508 | | 2022 | 1,748,249 | 28,762,436 | N/A | N/A | 2,329,091 | 4,209,545 | 167.93 | 111.54 | 469 | 1,276 | | 2021 | 17,189,000 | 27,690,521 | 7,235,606 | (8,426,878) | 4,708,450 | 5,656,805 | 135.24 | 95.03 | 258 | 1,135 | | 2020 | 39,091,008 | 98,381,146 | 5,060,171 | 12,187,780 | 2,206,232 | 4,270,312 | 121.11 | 83.94 | 211 | 1,082 |

  88. Pay versus Performance Table

    | | See “Attachment C—Calculation of Financial Measures” for the reconciliations to the most directly comparable GAAP (accounting principles generally accepted in the United States of America) measures and management’s rationale for the non-GAAP financial measures used. |

  89. Notes to Pay versus Performance Table

    Notes to Pay versus Performance Table

  90. Notes to Pay versus Performance Table

    | Column(s) | | | (b1)—(c2) | John C. Plant was CEO of Arconic Inc. from February 2019 through March 31, 2020. When the separation occurred on April 1, 2020 (the “April 2020 Arconic Inc. Separation”) in which Arconic Inc. was renamed Howmet Aerospace Inc. and Arconic Corporation was spun off, Mr. Plant and Tolga I. Oal became co-CEOs of Howmet Aerospace until Mr. Oal’s termination in October 2021. At that point, Mr. Plant became sole CEO. Mr. Plant’s compensation is reported in the table in the PEO columns and Mr. Oal’s compensation is reported in the Former PEO columns. | | (d)—(e) | Compensation reported in these columns reflects the Other NEOs as reported in the Summary Compensation Table (“SCT”) for that year. ▪ For 2021, 2022, and 2023, the Other NEOs were Kenneth J. Giacobbe, Neil E. Marchuk, Lola F. Lin, and Michael N. Chanatry. ▪ For 2020, the Other NEOs were Kenneth J. Giacobbe, Neil E. Marchuk, Katherine Ramundo, and Paul Myron. | | (c1), (c2), and (e) | The dollar amounts shown in these columns reflect “compensation actually paid” calculated in accordance with SEC rules. As required, the dollar amounts include unvested amounts of equity compensation that may be realizable in future periods and may still be forfeited, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid during the applicable years. The CAP totals represent the SCT totals for the applicable year adjusted as required by SEC rules to exclude the grant date fair value of any equity awards made during the year and to include the fair value of current and prior years’ equity awards as follows: ▪ For awards that vest during the year, the change, as of the vesting date, from the prior year-end value. ▪ For awards that are outstanding (i.e., unvested) as of the end of the year, the fair value as of the end of the year if a new award or for a previously granted award, the change in the fair value from the end of the previous year. ▪ For awards that are forfeited during the year, a negative amount equal to the sum of fair values reported at the end of the prior fiscal year. |

  91. Notes to Pay versus Performance Table

    | The SEC rules also require any change in pension value as reported in the SCT be excluded and to include instead the service cost or prior service cost under pension plans for services rendered by the executive during the applicable year. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen on April 1, 2018; thus, there is no longer any service cost or prior service cost to be included. | | (f) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Aerospace and Defense Industry Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate proxy peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on “Attachment B—Howmet Aerospace Inc. Peer Group Companies”. | | (h) Net income in 2020 was $261 million, which included $50 million of income from discontinued operations due to the April 2020 Arconic Inc. Separation. The 2020 amount of $211 million shown in the table reflects income from continuing operations. There was no income from discontinued operations in 2021, 2022, or 2023, and the amounts shown in the table reflect both net income and income from continuing operations for those years. | | (i) Adjusted EBITDA excluding special items is the financial measure from the tabular list of 2023 Most Important Measures shown below, which, in the Company’s assessment, represents for 2023 the most important performance measure used to link compensation actually paid to the Company’s performance. | | The adjustments made to the amounts reported in the SCT to determine CAP are shown in the tables below. |

  92. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit Notwithstanding any other provision in the Amended Plan or in any Company policy regarding non-employee director compensation, the maximum amount of total compensation payable to a non-employee director for services in a calendar year may not exceed $750,000, calculated as the sum of (i) the grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of all awards payable in shares and the maximum cash value of any other award granted under the Amended Plan, plus (ii) cash compensation in the form of Board and committee retainers and meeting or similar fees. Compensation counts towards this limit for the calendar year in which it is granted or earned by a non-employee director, and not later when distributed, in the event it is deferred.