DEF 14A of Howmet Aerospace Inc., Apr 16, 2025

DEF 14A of Howmet Aerospace Inc.

Filed Apr 16, 2025 · FY20240001104659-25-035530

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 | 74 | 2017 | | | | | | | | | | AMY E. ALVING Former Senior Vice President and Chief Technology Officer, Leidos Holdings, Inc. | 62 | 2018 | | | | | | | | | | SHARON R. BARNER Vice President, Chief Administrative Officer, Cummins Inc. | 68 | 2021 | | | | | | | | | | JOSEPH S. CANTIE Former Executive Vice President and Chief Financial Officer, ZF TRW | 61 | 2020 | | | | | | | ■ Gates Industrial Corporation plc ■ Top Build Corporation | | | ROBERT F. LEDUC Former President, Pratt & Whitney | 69 | 2020 | | | | | | | ■ AAR Corporation ■ ■ JetBlue Airways Corporation | | | DAVID J. MILLER Equity Partner and Senior Portfolio Manager, Elliott Investment Management L.P. | 46 | 2017 | | | | | | | ■ Peabody Energy Corporation | | | JODY G. MILLER Former Chief Executive Officer, Business Talent Group | 67 | 2020 | | | | | | | ■ LKQ Corporation | | | JOHN C. PLANT Executive Chairman and Chief Executive Officer, Howmet Aerospace Inc. | 71 | 2016 | | | | | | | ■ Jabil Circuit Corporation ■ Masco Corporation | | | ULRICH R. SCHMIDT Former Executive Vice President and Chief Financial Officer, Spirit Aerosystems Holdings, Inc. | 75 | 2016 | | | | | | | | | | GUNNER S. SMITH President, Roofing, Owens Corning | 51 | 2023 | | | | | | | |

  4. Director Nominees

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

  5. Item 1—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 viewpoints 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, perspectives, 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 2026 Annual Meeting of Shareholders:

  6. Item 1—Election of Directors

    | ▪ 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 |

  7. Item 1—Election of Directors

    Each of the director nominees was elected by shareholders at the 2024 Annual Meeting of Shareholders. 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 “Minimum Qualifications for Director Nominees and Board Member Attributes” on page 16). Included in each nominee’s biography below is a description of the qualifications, experience, attributes and skills of such nominee. In addition, the Board of Directors has determined that each director nominee, except Mr. Plant (due to Mr. Plant’s role as the Company’s Chief Executive Officer), qualifies as an independent director under New York Stock Exchange corporate governance listing standards and the Company’s Director Independence Standards. See “Director Independence” on page 34. We expect that each director nominee will be able to serve, if elected. If any nominee should become unavailable to serve prior to the Annual Meeting of Shareholders, the persons named as proxies may vote for any person designated by the Board to replace the nominee. Alternatively, the proxies may vote for the remaining nominees and leave a vacancy that the Board may fill later, or the Board may reduce the authorized number of directors.

  8. Item 1—Election of Directors

    | | The Board of Directors unanimously recommends a vote FOR the election of each of Mmes. Alving, Barner and Miller and Messrs. Albaugh, Cantie, Leduc, Miller, Plant, Schmidt and Smith. |

  9. Item 1—Election of Directors—Summary of Director Qualifications and Attributes

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

  10. Summary of Director Qualifications and Attributes

    Summary of Director Qualifications and Attributes The Board of Directors seeks to build a board comprising of individuals with a variety of backgrounds ,experiences, skills and viewpoints that contribute to the collective strength and effectiveness of the Board. The Governance and Nominating Committee considers various qualifications and attributes when reviewing candidates for the Board, in conjunction with assessing the Board’s overall composition to best enable the effective governance of the Company for the long-term interest of shareholders. The Committee seeks to focus on characteristics that would complement the Board, recognizing that the Company’s business and operations are varied and global in nature. Our directors’ backgrounds span a broad range of industries, including the aerospace, transportation and finance sectors, and bring a wide variety of skills 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.

  11. Summary of Director Qualifications 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 |

  12. Director Nominees

    Director Nominees

  13. Director Nominees

    | JAMES F. ALBAUGH | Age 74 Independent director since 2017 | Independent Lead Director since 2020 | | | Board Committees ▪ Compensation and Benefits (Chair) ▪ 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. |

  14. Director Nominees

    | AMY E. ALVING | Age 62 | Independent director since 2018 | | Board Committees ▪ Cybersecurity ▪ Governance and Nominating Prior Public Company Directorships ▪ Federal National Mortgage Association (Fannie Mae) (2013-March 2025) ▪ 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. |

  15. Director Nominees

    | SHARON R. BARNER | Age 68 | Independent director since 2021 | | Board Committees ▪ Governance and Nominating (Chair) Prior Public Company Directorships ▪ Atmus Filtration Technologies Inc. (2023-2024) ▪ Walker Innovations Inc. (2015-2018) | Career Highlights and Qualifications Cummins Inc., a global power train and power solutions leader (2012-present; Ms. Barner expects to retire on May 31, 2025.) ▪ Vice President, Chief Administrative Officer (2021-present) and Corporate Secretary (2018-2022) ▪ Interim Chief Human Resources Officer (2012-2021) ▪ Vice President, General Counsel and Corporate Secretary (2018-May 2022) 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, Syracuse University Prior Affiliations ▪ Board of Directors, Association of Corporate Counsel ▪ Board of Trustees, Foundation for Advancement of Diversity in Intellectual Property Law 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. |

  16. Director Nominees

    | JOSEPH S. CANTIE | Age 61 | Independent director since 2020 | | Board Committees ▪ Audit ▪ Finance (Chair) Other Current Public Company Directorships ▪ Gates Industrial Corporation plc ▪ TopBuild Corporation Prior Public Company Directorships ▪ Summit Materials, Inc. (2016-February 2025) ▪ Delphi Technologies PLC (2017-2020) ▪ Aptiv PLC (formerly 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. |

  17. Director Nominees

    | ROBERT F. LEDUC | Age 69 | Independent director since 2020 | | Board Committees ▪ Audit ▪ Cybersecurity 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-April 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. |

  18. Director Nominees

    | DAVID J. MILLER | Age 46 | Independent director since 2017 | | Board Committees ▪ Compensation and Benefits ▪ Finance Prior Public Company Directorship ▪ Peabody Energy Corporation (2020-2024) ▪ SemGroup Energy Partners LP (2008-2009) | Career Highlights and Qualifications Elliott Investment Management L.P., an investment fund with over $70 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. |

  19. Director Nominees

    | JODY G. MILLER | Age 67 | Independent director since 2020 | | Board Committees ▪ Compensation and Benefits ▪ Cybersecurity (Chair) 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, Allied Talent Partners | Prior Affiliations ▪ Board of Directors, The Climate Board ▪ 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. |

  20. Director Nominees

    | JOHN C. PLANT | Age 71 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. |

  21. Director Nominees

    | ULRICH R. SCHMIDT | Age 75 | Independent director since 2016 | | Board Committees ▪ Audit (Chair) ▪ Finance 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. |

  22. Director Nominees

    | GUNNER S. SMITH | Age 51 | Independent director since 2023 | | Board Committees ▪ Audit ▪ Finance | 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. |

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

    Item 1—Election of Directors—Board Composition and Refreshment

  24. 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 experiences, skills and viewpoints 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 varied 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 experiences and skills are required of the Board in exercising its oversight function. Specific director 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 renomination 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. As provided in our Corporate Governance Guidelines, the Governance and Nominating Committee considers diversity as one of a number of important factors in identifying nominees for the Board, and the Committee takes a broad view of what diversity encompasses, including varied professional skills, background, personal experiences and demographics. In selecting a director nominee, the Committee will focus on characteristics and attributes that would complement the existing Board, recognizing that the Company’s businesses and operations are varied and global in nature. See “Minimum Qualifications for Director Nominees and Board Members Attributes” below and the Company’s Corporate Governance Guidelines for more detail.

  25. 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.

  26. Item 1—Election of Directors—Nominating Board Candidates—Procedures and Director Qualifications

    Item 1—Election of Directors—Nominating Board Candidates—Procedures and Director Qualifications

  27. Nominating Board Candidates—Procedures and Director Qualifications

    Nominating Board Candidates—Procedures and Director Qualifications

  28. Minimum Qualifications for Director Nominees and Board Member Attributes

    Minimum Qualifications for Director Nominees and Board Member Attributes The Board seeks to build a board comprising of individuals with a variety of backgrounds, experiences, skills and viewpoints that contribute to the collective strength and effectiveness of the Board of Directors. In identifying and recommending director candidates, the Governance and Nominating Committees focuses on the “Criteria for Identification, Evaluation and Selection of Directors” set forth in the Company’s Corporate Governance Guidelines, which include the following characteristics: ▪ Demonstrated the highest level of ethical behavior and commitment to the Company’s values, with reputations consistent with the Company’s image and reputation ▪ Committed to the long-term interests of the Company’s shareholders and other stakeholders ▪ Independent (for non-management directors) without conflict of interest, as well as Independent in thought and judgment ▪ Demonstrated excellence in their fields, proven business acumen and financial literate ▪ Commitment to devote the necessary time and attention to the Company ▪ Understanding of the legal responsibilities of Board service and fiduciary obligations ▪ Self-confident and able to assume leadership and collaborative roles as needed ▪ Varied professional skills, background, viewpoints, personal experiences and demographics

  29. 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, professional 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 experiences, skills, and viewpoints, 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.

  30. 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

  31. Item 1—Election of Directors—Nominating Board Candidates—Procedures and Director Qualifications

    Item 1—Election of Directors—Nominating Board Candidates—Procedures and Director Qualifications 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.

  32. Director Compensation

    Director Compensation Our non-employee director compensation program is designed to attract and retain outstanding directors who have the requisite experience and background as set forth in our Corporate Governance Guidelines, and to recognize the significant time and attention needed to fulfill the responsibilities required of our directors. Mr. Plant, our sole employee director, does not receive additional compensation for his Board service. The Governance and Nominating Committee reviews non-employee director compensation periodically and recommends changes to the Board when it deems appropriate. In late 2024, the Committee asked management to conduct a review and analysis of the Company’s non-employee director compensation program compared to benchmark companies in our Proxy Peer Group (see “Attachment B”). Compensation Advisory Partners LLC (“CAP LLC”), independent compensation consultant retained by the Compensation and Benefits Committee, reviewed and agreed with management’s analysis and recommendations regarding non-employee director compensation. Based on the foregoing review and analysis, and taking into account various factors, the Governance and Nominating Committee recommended certain changes to the non-employee director compensation program. The Board reviewed and adopted the changes, which went into effect on January 1, 2025. The Company’s non-employee director compensation for 2024 and 2025 are summarized below in the “Director Fees” section.

  33. Director Compensation—Directors’ Alignment with Shareholders

    Director Compensation—Directors’ Alignment with Shareholders

  34. Director Compensation—2024 Director Compensation

    Director Compensation—2024 Director Compensation

  35. 2024 Director Compensation

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

  36. 2024 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Total | | James F. Albaugh | $155,000 | $160,036 | $315,036 | | Amy E. Alving | $125,887 | $160,036 | $285,923 | | Sharon R. Barner | $129,113 | $160,036 | $289,149 | | Joseph S. Cantie | $129,113 | $160,036 | $289,149 | | Robert F. Leduc | $129,517 | $160,036 | $289,553 | | David J. Miller | $120,000 | $160,036 | $280,036 | | Jody G. Miller | $135,000 | $160,036 | $295,036 | | Ulrich R. Schmidt | $145,000 | $160,036 | $305,036 | | Gunner S. Smith | $120,000 | $160,036 | $280,036 |

  37. 2024 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 “2024 Summary Compensation Table.” (2) Fees Earned or Paid in Cash. This column reflects the cash fees earned by directors for Board and committee services in 2024, whether or not such fees were deferred by a director (see “Director Deferral Program” below). (3) Stock Awards. The amounts in this column represents the aggregate grant date fair value of deferred restricted share unit (RSU) awards granted to each non-employee director under the Howmet Aerospace Stock Incentive Plan, as Amended and Restated, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Except as described below, the deferred RSU award constitutes the equity portion of each director’s compensation for service from the Company’s annual meeting of shareholders (“Annual Meeting”) in 2024 until the Company’s Annual Meeting in 2025 and vests on the earlier of the first anniversary date of the grant date or the date of the Company’s 2025 annual meeting (however, accelerated vesting provisions apply for certain termination scenarios, such as death and change in control, and pro-rata vesting applies in the event of a director’s termination of service for any other reason). The exact number of deferred RSUs comprising an equity award is calculated by dividing the dollar value of the award (as specified in our Non-Employee Director Compensation Policy) by the closing price of our common stock on the day of grant, rounded to the nearest whole share. ▪ Messrs. Albaugh, Cantie, Leduc, D. Miller, Schmidt, and Smith and Mmes. Alving, Barner and J. Miller were each granted an annual equity award on May 24, 2024 for service from the Company’s 2024 Annual Meeting to the Company’s 2025 Annual Meeting. Each director received 1,889 deferred RSUs, with a grant date fair value of $160,036, based on the closing price per share of our common stock on the date of grant ($84.72). ▪ The aggregate number of unvested deferred RSUs outstanding at December 31, 2024 for each of Messrs. Albaugh, Cantie, Leduc, D. Miller, Schmidt, and Smith and Mmes. Alving, Barner and J. Miller was 1,889. The foregoing amounts do not include deferred RSUs that have vested—see “Director Deferral Program” below.

  38. 2024 incentive plan results

    2024 incentive plan results 5.

  39. CD&A CONTENTS

    | 54 | 2024 ANNUAL CASH INCENTIVE COMPENSATION PLAN DESIGN, TARGETS AND RESULTS | | 55 | 2024 LONG-TERM INCENTIVES | | 57 | 2024 INDIVIDUAL COMPENSATION ARRANGEMENTS AND PERFORMANCE-BASED PAY DECISIONS |

  40. 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. |

  41. Key Compensation Practices

    | What We Don’t Do | | | NO GUARANTEED BONUSES Our annual incentive compensation plan is performance-based and does not include any minimum payment levels. NO PARACHUTE TAX GROSS-UPS Our Change in Control Severance Plan provides that no excise or other tax gross-ups will be paid. NO SHORT SALES, DERIVATIVE TRANSACTIONS OR HEDGING We do not allow short sales or derivative or speculative transactions in, or hedging of, Company securities by our directors, officers or employees. Directors and certain officers are also prohibited from pledging Company securities as collateral. NO DIVIDENDS ON UNVESTED EQUITY AWARDS We do not pay dividends on unvested equity awards but accrue dividend equivalents that only vest when and if the award vests. | NO SHARE RECYCLING OR OPTION REPRICING Our equity plan prohibits share recycling, the adding back of shares tendered in payment of the exercise price of a stock option award or withheld to pay taxes and repricing underwater stock options. NO SIGNIFICANT PERQUISITES We do not provide any significant perquisites to our NEOs. NO CASH SEVERANCE OVER 2.99 TIMES BASE SALARY AND TARGET BONUS The Company has adopted a severance compensation policy requiring shareholder approval of any agreements or plans that would pay cash severance in excess of 2.99 times base salary and target bonus. |

  42. 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 COMPENSATION | ▪ 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 and strategic 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 |

  43. 2024 MARKET COMPARATOR GROUPS

    2024 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 2024 and decided to make the changes reflected in the table below, due to corporate transactions anticipated at certain companies (such as an M&A transaction that would render a company a subsidiary of another) and to better align the peer group on key financial metrics including: ▪ revenue; ▪ market capitalization; ▪ EBITDA; and ▪ EBITDA margin.

  44. 2024 MARKET COMPARATOR GROUPS

    | Companies Removed from Peer Group | Companies Added to Peer Group | | BorgWarner Inc. | Emerson Electric Co. | | Dana Incorporated | Hubbell Incorporated | | Fortive Corporation | Ingersoll Rand Inc. | | Spirit AeroSystems Holdings, Inc. | Keysight Technologies, Inc. | | The Timken Company | Otis Worldwide Corporation |

  45. 2024 MARKET COMPARATOR GROUPS

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

  46. 2024 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.

  47. 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 2024 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.

  48. 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: ▪ 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; ▪ the Company has a conservative leverage policy; and ▪ 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.

  49. LIMITATION ON SEVERANCE PAYMENTS

    LIMITATION ON SEVERANCE PAYMENTS The Company’s Severance Compensation Policy 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.

  50. EQUITY AWARD GRANT PRACTICES

    EQUITY AWARD GRANT PRACTICES The Compensation Committee’s general practice is to approve annual equity awards in the early part of each year following the completion of its annual executive compensation review and the determination of performance goals and target compensation for our NEOs. On occasion, equity awards are granted outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. The Compensation Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor does the Company time disclosure of material non-public information for the purpose of impacting the value of executive compensation. In 2024, we did not grant stock options, stock appreciation rights, or similar option-like awards to our NEOs.

  51. 2024 Annual Cash Incentive Compensation Plan Design, Targets and Results

    2024 Annual Cash Incentive Compensation Plan Design, Targets and Results Each of the NEOs participated in our corporate annual incentive compensation (IC) plan for 2024. In setting the annual IC targets for 2024, 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 2024 target range was set at $680M-$735M. The midpoint of the target range reflects an increase over the 2023 Free Cash Flow result of $682M. ▪ For Adjusted EBITDA excluding special items, the 2024 target range was set at $1,550M-$1,650M. This target range reflects an increase over the 2023 result of $1,508M. For 2024, the Corporate IC plan payout was at 200%, as 2024 Free Cash Flow and Adjusted EBITDA excluding special items were both greater than the maximum, and the Compensation 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 2024 given the strong year-over-year financial performance, the fact that the Company exceeded the high end of its external guidance on all key financial metrics in 2024, and the continued strong stock price performance.

  52. 2024 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% | | $600M | $680M-$735M | $770M | $977M | 80% | | Adjusted EBITDA excluding special items | 40% | | $1,450M | $1,550M-$1,650M | $1,740M | $1,914M | 80% | | Achievement of Strategic Goals | 20% | | | | | Described Below | 40% | | | | | | | | Result: | 200% |

  53. 2024 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. |

  54. 2024 Annual Cash Incentive Compensation Plan Design, Targets and Results

    To assess the achievement of strategic goals in 2024, 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 2024 accomplishments include: ▪ Long-term debt reduced to approximately $3.3 billion and annual interest expense reduced to $182 million. ▪ Tax rate reduced 170 basis points with 10 consecutive quarters of tax rate reduction ▪ Sell-side analyst coverage increased from 19 to 23 analysts in 2024 ▪ Conducted 285 senior management investor touchpoints in 2024 with a successful plant tour of our Whitehall, Michigan facility, with 15 large investors attending ▪ Continued progression toward achievement of the Department of Defense’s Cybersecurity Maturity Model Certification and improved cybersecurity risk score ▪ Multiple union contracts negotiated without business disruption ▪ Decreased employee turnover rate from 2021 to 2024 ▪ Increased US employment applications by over 30,000 from 2023 Improved year-over-year results and met targets for safety, fire loss and prevention Achieved 2022-2024 goals for absolute greenhouse gas reduction and water intensity improvement

  55. 2024 Annual Cash Incentive Compensation Plan Design, Targets and Results

    | | For more information on the Company’s ESG approach, please see the “Environmental and Social Responsibility” and the “Corporate Governance” sections. |

  56. 2024 Long-Term Incentives

    2024 Long-Term Incentives Each of the NEOs received a long-term incentive award in 2024 consisting of 40% time-vested RSUs and 60% PRSUs. There are currently three tranches of PRSUs outstanding: ▪ Performance for the PRSUs for the outstanding 2022 grants is 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 return to a 3-year performance period (vs. three 1-year periods) as markets continued to stabilize. Both the 2023 and 2024 PRSU grants are structured this way.

  57. 2022 PRSU GRANT

    2022 PRSU GRANT ▪ The 2022 PRSU grant used three 1-year performance periods that measured Adjusted EBITDA Margin excluding special items (2022 performance) or Adjusted EBITDA excluding special items (2023 and 2024 Performance) weighted at 60%, with Adjusted Earnings Per Share (EPS) excluding special items weighted at 40%. ▪ The relative TSR multiplier is measured over a 3-year period with a multiplier of up to +/-20% for the 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 2022 PRSUs is equal to:

  58. 2022 PRSU GRANT

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

  59. 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% | |

  60. FINAL PAYOUT FOR THE 2022 PRSU AWARDS

    FINAL PAYOUT FOR THE 2022 PRSU AWARDS Based on the performance as shown above, the final payout for the 2022 PRSU Awards is: The awards vest on May 5, 2025.

  61. Chief Executive Officer—John C. Plant

    In February 2024, Mr. Plant received an annual 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. The metrics for the PRSUs are as described above for the 2024 PRSU grants. As of December 31, 2024, this was Mr. Plant’s only outstanding equity award.

  62. Other Named Executive Officers

    | Executive | Salary Increase Effective 3/1/2024 | Annual Equity Award (Granted on 2/15/2024 as 60% PRSUs and 40% RSUs) | Annual IC Payout for 2024 Performance | | | | | | | | Annual Target as % of Salary | Plan Result | Individual Multiplier | Payment | | Kenneth J. Giacobbe | 4.6% to $680,000 | $1,800,000 | 100% | 200% | 100% | $1,350,000 | | Neil E. Marchuk | 4.4% to $705,000 | $2,100,000 | 100% | 200% | 100% | $1,400,000 | | Lola F. Lin | 4.3% to $610,000 | $1,255,000 | 100% | 200% | 100% | $1,211,667 | | Michael N. Chanatry | 4.5% to $575,000 | $650,000 | 70% | 200% | 100% | $799,167 |

  63. Other Named Executive Officers

    In addition, Mr. Marchuk and Mr. Chanatry received time-vested retention RSU awards in 2024 to retain them into 2026 and to allow additional time to ensure a smooth transition once they decide to retire. Retention awards are not generally a recurring component of the annual pay program, but are a tool to address extraordinary events or particular circumstances. The awards were as follows: ▪ Mr. Marchuk received a grant of 40,000 retention RSUs on October 21, 2024, with 12,000 RSUs vesting on December 31, 2025, and 28,000 RSUs vesting on December 31, 2026. The grant date value of the award was $4,252,800. Mr. Chanatry received a grant of 25,000 retention RSUs on April 15, 2024, that vests in full on February 15, 2026. The grant date value of the award was $1,587,250.

  64. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  65. 2024 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 | 2024 | 1,766,667 | 0 | 14,100,036 | 0 | 6,183,333 | 0 | 327,000 | 22,377,036 | | | 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 | | Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer | 2024 | 675,000 | 0 | 1,800,032 | 0 | 1,350,000 | 11,865 | 89,250 | 3,926,147 | | | 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 | | Neil E. Marchuk Executive Vice President and Chief Human Resources Officer | 2024 | 700,000 | 0 | 6,352,858 | 0 | 1,400,000 | 0 | 103,250 | 8,556,108 | | | 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 | | Lola F. Lin Executive Vice President, Chief Legal and Compliance Officer and Secretary | 2024 | 605,833 | 0 | 1,255,087 | 0 | 1,211,667 | 0 | 73,775 | 3,146,362 | | | 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 | | Michael N. Chanatry Vice President and Chief Commercial Officer | 2024 | 570,833 | 0 | 2,237,349 | 0 | 799,167 | 0 | 74,335 | 3,681,684 | | | 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 |

  66. 2024 Summary Compensation Table

    Notes to 2024 Summary Compensation Table:

  67. 2024 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, 2024. | | (c) | Salary. This column is equal to the actual base salary amount each of the named executive officers was paid in 2024. | | (d) | Bonus. There were no bonus payments in 2024. | | (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 2024. 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 disclosures on “Stock-Based Compensation” in Note A and Note I to the Consolidated Financial Statements on pages 49 and 68, respectively, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. | | (g) | Non-Equity Incentive Plan Compensation. Reflects cash payments made under the Annual Cash Incentive Plan for 2024 performance. See the “2024 Annual Cash Incentive Compensation Plan Design, Targets and Results” section on page 54. |

  68. 2024 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 all NEOs, the amount includes Company contributions to the Company’s Retirement Savings Plan and Deferred Compensation Plan. |

  69. 2024 Summary Compensation Table

    | | Company Matching Contributions | | 3% Retirement Contributions | | | | Name | Savings Plan ($) | Deferred Compensation Plan ($) | Savings Plan ($) | Deferred Compensation Plan ($) | Total Company Contribution ($) | | John C. Plant | 20,700 | 85,300 | 10,350 | 210,650 | 327,000 | | Kenneth J. Giacobbe | 20,100 | 10,200 | 10,350 | 48,600 | 89,250 | | Neil E. Marchuk | 20,700 | 21,300 | 10,350 | 50,900 | 103,250 | | Lola F. Lin | 20,700 | — | 10,350 | 42,725 | 73,775 | | Michael N. Chanatry | 20,700 | 13,550 | 10,350 | 29,735 | 74,335 |

  70. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  71. 2024 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 ($/sh) | 2024 Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | John C. Plant | | 1,545,833 | 3,091,666 | 9,274,999 | | | | | | | | | | 2/15/2024 | | | | 66,857 | 133,713 | 267,426 | 89,142 | | | 14,100,036 | | Kenneth J. Giacobbe | | 337,500 | 675,000 | 2,025,000 | | | | | | | | | | 2/15/2024 | | | | 8,535 | 17,070 | 34,140 | 11,380 | | | 1,800,032 | | Neil E. Marchuk | | 350,000 | 700,000 | 2,100,000 | | | | | | | | | | 2/15/2024 | | | | 9,958 | 19,915 | 39,830 | 13,277 | | | 2,100,058 | | | 10/21/2024 | | | | | | | 40,000 | | | 4,252,800 | | Lola F. Lin | | 302,917 | 605,833 | 1,817,500 | | | | | | | | | | 2/15/2024 | | | | 5,951 | 11,902 | 23,804 | 7,935 | | | 1,255,087 | | Michael N. Chanatry | | 199,792 | 399,583 | 1,198,750 | | | | | | | | | | 2/15/2024 | | | | 3,083 | 6,165 | 12,330 | 4,110 | | | 650,099 | | | 4/15/2024 | | | | | | | 25,000 | | | 1,587,250 |

  72. 2024 Grants of Plan-Based Awards

    (1) The amounts reported are the potential amounts for annual cash incentive awards for 2024. Actual amounts earned are reflected in the 2024 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 2024. For performance below Threshold, the payout would be $0. Time-vested restricted share units granted in 2024.

  73. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End

  74. 2024 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 | | | | | | 89,142 | 9,749,461 | 133,713 | 14,624,191 | | Kenneth J. Giacobbe(6) | | | | | | | | | | | Stock Awards | | | | | | 45,748 | 5,003,459 | 68,622 | 7,505,188 | | Neil E. Marchuk(7) | | | | | | | | | | | Stock Awards | | | | | | 89,240 | 9,760,179 | 73,859 | 8,077,959 | | Lola F. Lin(8) | | | | | | | | | | | Stock Awards | | | | | | 31,534 | 3,448,874 | 47,300 | 5,173,201 | | Michael N. Chanatry(9) | | | | | | | | | | | Stock Awards | | | | | | 40,910 | 4,474,327 | 23,864 | 2,610,006 | | Stock Options | 31,202 | | | 22.60 | 4/16/2028 | | | | |

  75. 2024 Outstanding Equity Awards at Fiscal Year-End

    (1) No new stock options were granted in 2019-2024. 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 31, 2024, which was $109.37 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 vest as follows: 89,142 shares will vest on February 15, 2027. Mr. Plants’s unearned PRSU awards will vest as follows, if earned (at target): 133,713 will vest on February 15, 2027. (6) Mr. Giacobbe’s stock awards vest as follows: 18,069 shares will vest on May 5, 2025; 16,299 shares will vest on February 16, 2026; and 11,380 shares will vest on February 15, 2027. Mr. Giacobbe’s unearned PRSU awards will vest as follows, if earned (at target): 27,104 will vest on May 5, 2025; 24,448 will vest on February 16, 2026; and 17,070 will vest on February 15, 2027. (7) Mr. Marchuk’s stock awards vest as follows: 19,199 shares will vest on May 5, 2025; 12,000 shares will vest on December 31, 2025 (first tranche of October 21, 2024 retention award); 16,764 shares will vest on February 16, 2026; 28,000 shares will vest on December 31, 2026 (second tranche of October 21, 2024 retention award); and 13,277 shares will vest on February 15, 2027. Mr. Marchuk’s unearned PRSU awards will vest as follows, if earned (at target): 28,798 will vest on May 5, 2025; 25,146 will vest on February 16, 2026; and 19,915 will vest on February 17, 2027. (8) Ms. Lin’s stock awards vest as follows: 12,423 shares will vest on May 5, 2025; 11,176 shares will vest on February 16, 2026; and 7,935 will vest on February 15, 2027. Ms. Lin’s unearned PRSU awards will vest as follows, if earned (at target): 18,634 will vest on May 5, 2025; 16,764 shares will vest on February 16, 2026; and 11,902 shares will vest on February 15, 2027. Mr. Chanatry’s stock awards vest as follows: 6,212 shares will vest on May, 5, 2025; 25,000 shares will vest on February 15, 2026 (April 15, 2024 retention award); 5,588 shares will vest on February 16, 2026; and 4,110 shares will vest on February 15, 2027. Mr. Chanatry’s unearned PRSU awards will vest as follows, if earned (at target): 9,317 will vest on May 5, 2025; 8,382 shares will vest on February 16, 2026; and 6,165 shares will vest on February 15, 2027.

  76. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  77. 2024 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 | — | — | 500,000 | 27,060,000 | | Kenneth J. Giacobbe | — | — | 193,576 | 15,249,491 | | Neil E. Marchuk | — | — | 201,887 | 15,921,602 | | Lola F. Lin | — | — | 45,958 | 3,716,623 | | Michael N. Chanatry | — | — | 71,821 | 5,646,164 |

  78. 2024 Pension Benefits

    2024 Pension Benefits

  79. 2024 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 | 436,151 | | | | Excess Benefits Plan C | | 597,934 | | | | Total | | 1,034,085 | N/A |

  80. 2024 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.

  81. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  82. 2024 Nonqualified Deferred Compensation

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in 2024 ($) | Registrant Contributions in 2024 ($) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals Distributions ($) | Aggregate Balance at 12/31/2024 FYE ($) | | John C. Plant | | | 76,267E | | | | | 85,300 | 295,950 | 0D | 0 | 1,455,951 | | Kenneth J. Giacobbe | | | 8,605E | | | | | 20,250 | 58,800 | 0D | 0 | 343,997 | | Neil E. Marchuk | | | 112,351E | | | | | 42,000 | 72,200 | 0D | 0 | 628,856 | | Lola F. Lin | | | 7,597E | | | | | 0 | 42,725 | 0D | 0 | 87,612 | | Michael N. Chanatry | | | 2,138,651E | | | | | 122,008 | 43,285 | 9,416D | 0 | 5,393,945 |

  83. 2024 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 2024, these contributions were as follows:

  84. 2024 Nonqualified Deferred Compensation

    | Name | 3% ERIC ($) | Company Matching Contribution ($) | | John C. Plant | 210,650 | 85,300 | | Kenneth J. Giacobbe | 48,600 | 10,200 | | Neil E. Marchuk | 50,900 | 21,300 | | Lola F. Lin | 42,725 | 0 | | Michael N. Chanatry | 29,735 | 13,550 |

  85. 2024 Nonqualified Deferred Compensation

    These amounts are included in the column “All Other Compensation” in the “2024 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.

  86. 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 Change in Control Severance Plan and Executive Severance Plan would not exceed the limit set forth in the Severance Compensation Policy.

  87. Executive Compensation—2024 CEO Pay Ratio

    Executive Compensation—2024 CEO Pay Ratio

  88. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio

  89. 2024 Pay Versus Performance (“PVP”)

    2024 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.

  90. 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 through 2024.

  91. 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 ($) | | | | 2024 | 22,377,036 | 46,489,947 | N/A | N/A | 4,827,575 | 17,267,671 | 469.20 | 136.24 | 1,155 | 1,914 | | 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 |

  92. 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. |

  93. Notes to Pay versus Performance Table

    Notes to Pay versus Performance Table

  94. 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 2021-2024, 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. |

  95. 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 the years 2021 through 2024, 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 2024 Most Important Measures shown below, which, in the Company’s assessment, represents for 2024 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. |