DEF 14A of Howmet Aerospace Inc., Apr 6, 2026

DEF 14A of Howmet Aerospace Inc.

Filed Apr 6, 2026 · FY20250001104659-26-039940

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 | 75 | 2017 | | | | | | | | | AMY E. ALVING Former Senior Vice President and Chief Technology Officer, Leidos Holdings, Inc. | 63 | 2018 | | | | | | | ■ Versigent PLC. | | SHARON R. BARNER Former Vice President, Chief Administrative Officer, Cummins Inc. | 69 | 2021 | | | | | | | | | JOSEPH S. CANTIE Former Executive Vice President and Chief Financial Officer, ZF TRW | 62 | 2020 | | | | | | | ■ Gates Industrial Corporation plc ■ TopBuild Corporation | | ROBERT F. LEDUC Former President, Pratt & Whitney | 70 | 2020 | | | | | | | ■ AAR Corporation ■ JetBlue Airways Corporation | | JODY G. MILLER Former Chief Executive Officer, Business Talent Group | 68 | 2020 | | | | | | | | | JOHN C. PLANT Executive Chairman and Chief Executive Officer, Howmet Aerospace Inc. | 72 | 2016 | | | | | | | ■ Jabil Circuit Corporation ■ Masco Corporation | | ULRICH R. SCHMIDT Former Executive Vice President and Chief Financial Officer, Spirit Aerosystems Holdings, Inc. | 76 | 2016 | | | | | | | | | GUNNER S. SMITH Chief Executive Officer, Cornerstone Building Brands, Inc. | 52 | 2023 | | | | | | | |

  4. Director Nominees

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

  5. Director Nominees

    | For more information, see the “Item I Election of Directors” and “Corporate Governance” sections. |

  6. Item 1—Election of Directors

    Item 1—Election of Directors Howmet Aerospace’s Board of Directors (the “Board”) currently comprises 9 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 9 incumbent directors to stand for re-election to the Board for a one-year term expiring on the date of the 2027 Annual Meeting of Shareholders:

  7. Item 1—Election of Directors

    | ▪ James F. Albaugh | ▪ Joseph S. Cantie | ▪ John C. Plant | | ▪ Amy E. Alving | ▪ Robert F. Leduc | ▪ Ulrich R. Schmidt | | ▪ Sharon R. Barner | ▪ Jody G. Miller | ▪ Gunner S. Smith |

  8. Item 1—Election of Directors

    Each of the director nominees was elected by shareholders at the 2025 Annual Meeting of Shareholders. The Board of Directors has affirmatively determined that each of the 9 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 17). 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.

  9. 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, Plant, Schmidt and Smith. |

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

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

  11. 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 matrix below is a summary of the range of skills and experiences that each director nominee brings to the Board. Background information about the director nominees, including their career highlights and qualifications, affiliations and attributes and skills that contribute to the Board’s effectiveness, are described on the following pages.

  12. Summary of Director Qualifications and Attributes

    | Skills and Experience | | ALBAUGH | ALVING | BARNER | CANTIE | LEDUC | 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 | | | | | | | | | | | Independence | | | | | | | | | | | | 89% of director nominees are independent | | | | | | | | | | | | Personal Demographics | | | | | | | | | | | | Female Representation | | | | | | | | | | | | Racial/Ethnic Representation | | | | | | | | | | | | Tenure | | | | | | | | | | | | Years on the Board (7 years average) | | 9 | 8 | 5 | 6 | 6 | 6 | 10 | 10 | 3 |

  13. Director Nominees

    Director Nominees

  14. Director Nominees

    | JAMES F. ALBAUGH | Age 75 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 (2012-2016) 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, operations, 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. | | |

  15. Director Nominees

    | AMY E. ALVING | Age 63 | Independent director since 2018 | | Board Committees ▪ Cybersecurity ▪ Governance and Nominating Other Current Public Company Directorships ▪ Versigent PLC. 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) United States Department of Defense—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, Council on Foreign Relations Prior Affiliations ▪ Advisor, United States Department of the Air Force Scientific Advisory Board ▪ Advisor, United States Department of Defense—Defense Science Board ▪ Advisor, United States Department of the Army—Army 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; 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. | | |

  16. Director Nominees

    | SHARON R. BARNER | Age 69 | Independent director since 2021 | | Board Committees ▪ Compensation and Benefits ▪ 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 (2012-2025) ▪ Vice President, Chief Administrative Officer (2021-2025) and Corporate Secretary (2018-2022) ▪ Interim Chief Human Resources Officer (2022) ▪ Vice President, General Counsel and Corporate Secretary (2012-2022) United States Department of Commerce—Patent and Trademark Office ▪ Deputy Under Secretary of Commerce for Intellectual Property and Deputy Director, U.S Patent and Trademark Office, 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 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, government contracting, strategy and business development. Ms. Barner’s comprehensive background, intellectual property knowledge and recognized leadership enable her to bring valuable insights to the Board. | | |

  17. Director Nominees

    | JOSEPH S. CANTIE | Age 62 | 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. (2016-2025) ▪ 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. | | |

  18. Director Nominees

    | ROBERT F. LEDUC | Age 70 | 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 defense 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. | | |

  19. Director Nominees

    | JODY G. MILLER | Age 68 | Independent director since 2020 | | Board Committees ▪ Compensation and Benefits ▪ Cybersecurity (Chair) Prior Public Company Directorships ▪ LKQ Corporation (2018-Janary 1, 2026) ▪ 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 ▪ Advisor to Chief Executive Officer of Malt ▪ 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 72 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 opportunities and 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 leads the Board and the Company through significant developments impacting the Company’s business and industry. | | |

  21. Director Nominees

    | ULRICH R. SCHMIDT | Age 76 | 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 52 | Independent director since 2023 | | Board Committees ▪ Audit ▪ Finance | Career Highlights and Qualifications Cornerstone Building Brands, Inc., a leading manufacturer of exterior building products for residential buildings ▪ Chief Executive Officer (August 2025-Present) Owens Corning, a global building and construction materials leader ▪ President, Roofing (2018-August 2025) ▪ Member of the Executive Committee of Owens Corning (2018-August 2025) ▪ 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 executive leadership experience, 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 leadership roles and operational expertise in critical functions of global companies 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 take into account 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 of directors. 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 literacy ▪ 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 2025, 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, 2026. The Company’s non-employee director compensation for 2025 and 2026 are summarized below in the “Director Fees” section.

  33. Director Compensation—Directors’ Alignment with Shareholders

    Director Compensation—Directors’ Alignment with Shareholders

  34. Director Compensation—2025 Director Compensation

    Director Compensation—2025 Director Compensation

  35. 2025 Director Compensation

    2025 Director Compensation The following table sets forth the 2025 compensation of each non-employee director who served on the Board in 2025.

  36. 2025 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Total | | James F. Albaugh | $165,000 | $174,987 | $339,987 | | Amy E. Alving | $120,000 | $174,987 | $294,987 | | Sharon R. Barner | $140,000 | $174,987 | $314,987 | | Joseph S. Cantie | $135,000 | $174,987 | $309,987 | | Robert F. Leduc | $120,000 | $174,987 | $294,987 | | David J. Miller(4) | $42,258 | $— | $42,258 | | Jody G. Miller | $135,000 | $174,987 | $309,987 | | Ulrich R. Schmidt | $145,000 | $174,987 | $319,987 | | Gunner S. Smith | $120,000 | $174,987 | $294,987 |

  37. 2025 Director Compensation

    (1) John C. Plant, Executive Chairman and Chief Executive Officer, is an employee director and receives no compensation for service as a director. His compensation for fiscal year 2025 is reflected in the “2025 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 2025, 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 2025 until the Company’s Annual Meeting in 2026 and vests on the earlier of the first anniversary date of the grant date or the date of the Company’s 2026 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, Schmidt, and Smith and Mmes. Alving, Barner and J. Miller were each granted an annual equity award on May 30, 2025 for service from the Company’s 2025 Annual Meeting to the Company’s 2026 Annual Meeting. Each director received 1,030 deferred RSUs, with a grant date fair value of $174,987, based on the closing price per share of our common stock on the date of grant ($169.89). ▪ The aggregate number of unvested deferred RSUs outstanding at December 31, 2025 for each of Messrs. Albaugh, Cantie, Leduc, Schmidt, and Smith and Mmes. Alving, Barner and J. Miller was 1,030. The foregoing amounts do not include deferred RSUs that have vested—see “Director Deferral Program” below. (4) Mr. Miller retired from the Board of Director, effective May 7, 2025. The fees included in the table reflect his period of service on the Board in 2025.

  38. COMMITTEES OF THE BOARD

    | Executive officers do not determine the amount or form of executive or non-employee director compensation although the Chief Executive Officer provides recommendations to the Compensation and Benefits Committee regarding compensation changes and incentive compensation for executive officers other than himself. | | | The responsibilities of the Compensation and Benefits Committee are further described in the committee charter, which was adopted by the Board and a copy of which is available on our website. | | | | For more information on the activities of the committee, including its processes for determining executive compensation, see the “Compensation Discussion and Analysis” section. |

  39. CD&A CONTENTS

    | 55 | 2025 ANNUAL CASH INCENTIVE COMPENSATION PLAN DESIGN, TARGETS AND RESULTS | | 56 | 2025 LONG-TERM INCENTIVES | | 57 | 2025 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 in support of the Company’s business plan each year. | 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-based restricted share units (PRSUs) ▪ Financial metrics used are aligned with driving long-term stock price performance and are measured over three years ▪ A standalone relative Total Shareholder Return (“TSR”) metric is used to further reinforce shareholder alignment |

  43. 2025 MARKET COMPARATOR GROUPS

    2025 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 statement 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 2025 based on industry and key financial metrics including revenue, market capitalization, EBITDA, and EBITDA margin. After review, the Committee decided that no changes from the prior year were warranted for 2025.

  44. 2025 MARKET COMPARATOR GROUPS

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

  45. 2025 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 within a relevant size range for Howmet Aerospace and is used as a supplement to proxy statement data and to benchmark roles for which proxy statement data is not available.

  46. 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 2025 the Compensation Committee continued to directly retain 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 Mr. Plant’s compensation, the form of certain executive compensation components, including market information on executive compensation best practices, incentive plan design, insights concerning Securities and Exchange Commission (SEC) and say-on-pay voting policies, analysis and review of the Company’s compensation plans, and review of the Proxy Peer Group composition (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 Proxy Peer Group 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.

  47. 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; ▪ 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 after market or Company considerations; ▪ 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.

  48. 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.

  49. 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 2025, we did not grant stock options, stock appreciation rights, or similar option-like awards to our NEOs.

  50. 2025 Annual Cash Incentive Compensation Plan Design, Targets and Results

    2025 Annual Cash Incentive Compensation Plan Design, Targets and Results Each of the NEOs participated in our corporate annual incentive compensation (IC) plan for 2025. In setting the annual IC targets for 2025, 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 2025 target range was set at $960M-$1,070M. The midpoint of the target range reflects an increase over the 2024 Free Cash Flow result of $977M. ▪ For Adjusted EBITDA excluding special items, the 2025 target range was set at $2,000M-$2,100M. This target range reflects an increase over the 2024 result of $1,914M. For 2025, the Corporate IC plan payout was at 200%, as 2025 Free Cash Flow and Adjusted EBITDA excluding special items were both greater than the applicable 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 2025 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 2025, and the continued strong stock price performance.

  51. 2025 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% | | $880M | $960M-$1,070M | $1,130M | $1,431M | 80% | | Adjusted EBITDA excluding special items | 40% | | $1,860M | $2,000M-$2,100M | $2,230M | $2,416M | 80% | | Achievement of Strategic Goals | 20% | | | | | Described Below | 40% | | | | | | | | Result: | 200% |

  52. 2025 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. |

  53. 2025 Annual Cash Incentive Compensation Plan Design, Targets and Results

    To assess the achievement of strategic goals in 2025, 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 2025 accomplishments include: ▪ Refinanced long-term debt due in 2027 and paid down US Dollar-denominated term loan, resulting in approximately $265M reduction in debt and annualized interest expense savings of approximately $22M ▪ Tax rate reduced 170 basis points with 10 consecutive quarters of tax rate reduction ▪ Increased long-only stock ownership base to approximately 93% ▪ Conducted 440 senior management/investor touchpoints with a successful plant tour of our Rancho Cucamonga, CA, Engine Products site ▪ Achieved Department of War’s Cybersecurity Maturity Model Certification for Corporate and the Fastening Systems segment, with remaining certifications scheduled for 2026 ▪ Increased year-over-year employment applications by approximately 40,000 ▪ Increased net headcount by approximately 1,500 employees while decreasing year-over-year turnover by 24% Surpassed safety targets, with best performance since 2020 At or ahead of schedule versus targets for greenhouse gas emissions, water withdrawal, and hazardous waste reduction

  54. 2025 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. |

  55. 2025 Long-Term Incentives

    2025 Long-Term Incentives Each of the NEOs received a long-term incentive award in 2025, consisting of 40% time-vested RSUs and 60% PRSUs. The vesting schedule for both the RSUs and the PRSUs is 100% after three years from the date of grant. As of December 31, 2025, there were three tranches of PRSUs outstanding that measure performance over 3-year periods beginning in 2023, 2024, and 2025, respectively.

  56. 2023 PRSU GRANT

    | | Payout Level | | | | | | Measure | Threshold (payout = 50%) | Target (payout = 100%) | Maximum (payout = 200%) | Result | Weighted Payout | | Three-Year Increase in Adjusted EBITDA excluding special items (1/3 Weight) | $160M | $240M | $320M | 2022 Baseline = $1,276M 2025 Result = $2,416M Increase = $1,140M | ~67% | | Three-Year Cumulative Adjusted EPS excluding special items (1/3 Weight) | $4.38 | $5.15 | $5.92 | 2022 EPS = $1.84 2024 EPS = $2.69 2025 EPS = $3.77 Cumulative EPS = $8.30 | ~67% | | Relative TSR (1/3 Weight) | 25th Percentile of PRSU Peer Group | Median PRSU Peer Group | 75th Percentile of PRSU Peer Group | Final TSR = +423% 100th Percentile of PRSU Peer Group | ~67% | | | | | | Result: | 200% |

  57. 2024 and 2025 PRSU GRANT

    2024 and 2025 PRSU GRANT The 2024 and 2025 PRSU awards are based on the same metrics as the 2023 PRSUs. ▪ The weighting of the metrics for the 2024 PRSUs was the same as 2023, with each metric weighted 1/3. For the 2025 PRSUs, the Compensation Committee increased the weighting to 40% for each of the EBITDA and EPS financial metrics to place more emphasis on the metrics that executives can directly impact that in turn drive total shareholder return. ▪ The PRSU Peer Group changed slightly for the 2024 and 2025 PRSU awards as the Compensation Committee added or removed certain companies to account for those companies’ corporate activity or fundamental changes (including M&A and other significant developments), with the overall goal of keeping the initial peer group at 20 companies for each performance period (see “Attachment B—PRSU Peer Group”).

  58. Chief Executive Officer—John C. Plant

    In February 2025, Mr. Plant received an annual equity award with a grant date value of $17,100,000, with approximately 2/3 of the award granted as PRSUs and 1/3 of the award granted as RSUs. The metrics for the PRSUs are as described above for the 2025 PRSU grants. In determining the size of the equity award, the Compensation Committee considered the market data from the Proxy Peer Group, the financial and operational performance of the Company, and the stock price performance of the Company on both an absolute and relative basis. After assessing those factors, the Committee concluded that Mr. Plant’s annual equity award should be the highest within the Proxy Peer Group and an increase over the prior year’s award of $14,100,000. The Compensation Committee also decided that the increase over the prior year should all be granted as PRSUs to emphasize the importance of continued absolute internal financial performance and relative stock price performance. In June 2025, the Board decided to grant Mr. Plant a one-time special retention equity grant of $45,000,000 in the form of time-vested units with a grant date of July 1, 2025 and a vesting date of July 1, 2028. This award is not meant to be part of Mr. Plant’s regular compensation and is a one-time award. The following questions and answers are meant to give shareholders insight into the Board’s considerations in deciding to grant this award.

  59. Why did the Board grant a one-time retention award to Executive Chairman and CEO Mr. Plant?

    Why did the Board grant a one-time retention award to Executive Chairman and CEO Mr. Plant? In 2025, as they do on a regular basis, the Board and Mr. Plant had frank discussions regarding Mr. Plant’s future with Howmet Aerospace. The Board was unanimous in wanting to retain Mr. Plant in recognition of his past performance, the confidence in his ability to continue to lead Howmet Aerospace through the aerospace upturn, and strong feedback received from shareholders urging the Company to retain him. The Board was also aware of the potential of several high-profile external roles becoming available, for which Mr. Plant would be highly qualified and sought after. The Board is absolutely certain that retaining Mr. Plant is in the best interests of our shareholders. The results of the Company under Mr. Plant have been extraordinary. Since Howmet Aerospace became a standalone company on April 1, 2020: ▪ The market capitalization of the Company has increased almost $77 billion, from $5.75 billion as of April 1, 2020 to $82.43 billion as of December 31, 2025, which represents a 59% compound annual growth rate. ▪ The Total Shareholder Return from April 1, 2020 to December 31, 2025 was 1,474%, compared to 202% for the S&P 500 and 231% for aerospace and defense companies (as measured by ITA—iShares Aerospace & Defense ETF). ▪ There have been marked improvements on the Company’s balance sheet, with all three major credit rating agencies improving their ratings of Howmet Aerospace to at least three notches into Investment Grade: S&P Global Ratings from BBB- to BBB+, Moody’s Ratings from Ba3 to Baa1, and Fitch Ratings from BBB- to A-. The Board firmly believes Mr. Plant is also the right person to continue to lead Howmet Aerospace forward. The vast majority of the markets served by the Company are in a growth phase. ▪ Commercial aerospace continues to benefit from rising passenger demand and recent multi-year under-build of aircraft that together have led to a record OEM backlog stretching into the next decade. In addition to robust growth in new builds, the need for engine spares continues to increase. ▪ Defense markets are also very healthy, while engine spares continue to grow to support the expanding aircraft fleet. ▪ The gas turbines business is entering its largest growth phase in years, with extremely high demand for electricity generation, especially from natural gas for data centers. ▪ In December 2025, the Company entered into a definitive agreement to acquire Consolidated Aerospace Manufacturing, LLC (CAM) from Stanley Black & Decker, Inc. for approximately $1.8 billion, to further strengthen Howmet’s fastener portfolio. This acquisition was completed on April 6, 2026. The Company’s annual capital expenditures have more than doubled since 2023, with over $900 million in capital expenditures planned in 2025 and 2026 as the Company invests for growth. The Board wants to ensure Mr. Plant stays to see these investments through. In the Board’s working with Mr. Plant, whether in his capacity as a director or as CEO, and in the Board’s regular check-ins with his management team, it is evident to the Board that Mr. Plant remains passionate and fully engaged in Howmet Aerospace. Mr. Plant’s strategic vision has Howmet Aerospace well positioned for growth in 2026 and beyond, and the Board is confident in Mr. Plant’s ability to operationally deliver on that potential. How did the Board determine the size of the award, and why did the award consist of time-vested RSUs instead of performance-based RSUs? Does this award have any impact on the regular annual pay package for the Executive Chairman and CEO? The value of the special retention award was determined in consultation with the Board’s independent compensation consultant, CAP LLC. The Board considered benchmarking data provided by CAP LLC, examples of similar programs for high-performing CEOs, the downside of losing Mr. Plant’s expertise at a critical time, and the cost of recruiting/replacing Mr. Plant with a leader with proven executive talent that would continue to drive investor commitment. The Board felt Mr. Plant was already sufficiently motivated to meet the Company’s internal financial and external relative TSR goal through his participation in the annual short-term incentive compensation plan and the performance-based restricted stock units that are part of his annual equity grant, both of which have market competitive upside built in for achieving stretch results. The special retention award has 3-year cliff vesting and is separate and distinct from the annual pay package, to ensure the Company retains Mr. Plant though the entirety of the vesting period. The dual objectives of retaining Mr. Plant and incentivizing company performance to drive company returns are linked and are both in the best interests of shareholders.

  60. Other Named Executive Officers

    | Executive | Salary Increase Effective 3/1/2025 | Annual Equity Award (Granted on 2/18/2025 as 60% PRSUs and 40% RSUs | Annual IC Payout for 2025 Performance | | | | | | | | Annual Target as % of Salary | Plan Result | Individual Multiplier | Payment | | Patrick J. Winterlich | N/A | N/A | 100% | 200% | 100% | $116,666 | | Kenneth J. Giacobbe | 3.7% to $705,000 | $2,000,000 | 100% | 200% | 100% | $1,401,666 | | Neil E Marchuk | 3.5% to $730,000 | $2,200,000 | 100% | 200% | 100% | $1,451,666 | | Michael N. Chanatry | 6.1% to $610,000 | $1,300,000 | 70% | 200% | 100% | $845,832 | | Lola F. Lin | 4.1% to $635,000 | $1,380,000 | 100% | 200% | 100% | N/A |

  61. Other Named Executive Officers

    ▪ Mr. Winterlich was hired as Executive Vice President and Chief Financial Officer on December 1, 2025 with a base salary of $700,000 and was eligible for an annual cash incentive plan payout based on his eligible earnings for 2025. ▪ Ms. Lin was not eligible for an annual incentive plan payout as she voluntarily resigned effective September 5, 2025. ▪ Mr. Giacobbe retired on December 31, 2025; he served as Chief Financial Officer through November 30, 2025 and as special advisor to the CEO thereafter until December 31, 2025. Pursuant to the provisions of our annual cash incentive plan, he was eligible to receive a payout based on his eligible earnings for 2025. Eligible earnings under our annual cash incentive plan are based on actual salary paid for the year.

  62. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  63. 2025 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 | 2025 | 1,800,000 | 0 | 62,100,218 | 0 | 6,300,000 | 0 | 347,500 | 70,547,718 | | | 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 | | Patrick J. Winterlich Executive Vice President and Chief Financial Officer | 2025 | 58,333 | 800,000 | 0 | | 116,666 | 0 | 151,750 | 1,126,749 | | Kenneth J. Giacobbe Former Executive Vice President and Chief Financial Officer | 2025 | 700,833 | 0 | 2,000,165 | 0 | 1,401,666 | 26,275 | 103,575 | 4,232,515 | | | 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 | | Neil E. Marchuk Executive Vice President and Chief Administrative Officer | 2025 | 725,833 | 0 | 2,200,114 | 0 | 1,451,666 | 0 | 107,325 | 4,484,938 | | | 2024 | 700,000 | 0 | 6,352,858 | 0 | 1,400,000 | 0 | 103,250 | 4,459,105 | | | 2023 | 670,833 | 0 | 1,800,035 | 0 | 1,341,666 | 0 | 72,418 | 3,884,952 | | Michael N. Chanatry Vice President and Chief Commercial Officer | 2025 | 604,166 | 0 | 1,300,142 | 0 | 845,832 | 0 | 78,350 | 2,828,490 | | | 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 | | Lola F. Lin Former Executive Vice President, Chief Legal and Compliance Officer and Secretary | 2025 | 431,378 | 0 | 1,380,094 | 0 | 0 | 0 | 75,174 | 1,886,646 | | | 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 |

  64. 2025 Summary Compensation Table

    Notes to 2025 Summary Compensation Table:

  65. 2025 Summary Compensation Table

    | Column(s) | | | (a) | Named Executive Officers. The named executive officers include the Chief Executive Officer—John Plant; the Chief Financial Officer—Patrick J. Winterlich; the former Chief Financial Officer—Kenneth J. Giacobbe; the only other Executive Officers as of 12/31/2025—Neil E. Marchuk and Michael N. Chanatry; and an Executive Officer who served during the year but resigned prior to the end of the year—Lola F. Lin. | | (c) | Salary. This column is equal to the actual base salary amount each of the named executive officers was paid in 2025. | | (d) | Bonus. Mr. Winterlich received a one-time sign-on cash payment in December 2025 as part of his new hire package to partially offset compensation he forfeited in leaving his prior employer. | | (e) and (f) | Stock Awards and Option Awards. The stock awards reflected in column (e) comprise RSUs and PRSUs. There were no stock option awards in any of the years presented. The grant date fair value of the stock awards is determined by multiplying the target number of RSUs and PRSUs by the closing price per share of our common stock on the NYSE on the date of grant. The maximum payout for the PRSUs is 200% of the target share units. If the maximum value for the PRSUs were shown in the table, the 2025 amounts would increase by $11,460,053 for Mr. Plant, $1,200,099 for Mr. Giacobbe, $1,320,096 for Mr. Marchuk, $780,112 for Mr. Chanatry, and $828,084 for Ms. Lin. | | (g) | Non-Equity Incentive Plan Compensation. Reflects cash payments made under the Annual Cash Incentive Plan for 2025 performance. See the “2025 Annual Cash Incentive Compensation Plan Design, Targets and Results” section on page 55. |

  66. 2025 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. Mr. Winterlich also received a cash payment of $150,000 to facilitate his relocation from Connecticut to Pittsburgh. |

  67. 2025 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 | 21,000 | 87,000 | 10,500 | 229,000 | 347,500 | | Patrick J. Winterlich | | | 1,750 | | 1,750 | | Kenneth J. Giacobbe | 21,000 | 21,050 | 10,500 | 51,025 | 103,575 | | Neil E. Marchuk | 21,000 | 22,550 | 10,500 | 53,275 | 107,325 | | Michael N. Chanatry | 21,000 | 15,250 | 10,500 | 31,600 | 78,350 | | Lola F. Lin | 21,000 | 4,883 | 10,500 | 38,791 | 75,174 |

  68. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  69. 2025 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 Options Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | 2025 Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | John C. Plant | | 1,575,000 | 3,150,000 | 9,450,000 | | | | | | | | | | 2/18/2025 | | | | 41,926 | 83,852 | 167,704 | 41,268 | | | 17,100,150 | | | 7/1/2025 | | | | | | | 255,363 | | | 45,000,068 | | Patrick J. Winterlich | | 29,167 | 58,333 | 175,000 | | | | | | | | | Kenneth J. Giacobbe | | 350,417 | 700,833 | 2,102,500 | | | | | | | | | | 2/18/2025 | | | | 4,391 | 8,781 | 17,562 | 5,854 | | | 2,000,165 | | Neil E. Marchuk | | 362,917 | 725,833 | 2,177,500 | | | | | | | | | | 2/18/2025 | | | | 4,830 | 9,659 | 19,318 | 6,439 | | | 2,200,114 | | Michael N. Chanatry | | 211,458 | 422,916 | 1,268,749 | | | | | | | | | | 2/18/2025 | | | | 2,854 | 5,708 | 11,416 | 3,805 | | | 1,300,142 | | Lola F. Lin(4) | 2/18/2025 | | | | 3,030 | 6,059 | 12,118 | 4,039 | | | 1,380,094 |

  70. 2025 Grants of Plan-Based Awards

    (1) The amounts reported are the potential amounts for annual cash incentive awards for 2025. Actual amounts earned are reflected in the 2025 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 2025. For performance below Threshold, the payout would be $0. (3) Time-vested restricted share units granted in 2025. Ms. Lin voluntarily resigned effective September 5, 2025; therefore she did not receive a payout under Non-Equity Incentive Plan and her outstanding equity awards were cancelled.

  71. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End

  72. 2025 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 | | | | | | 385,773 | 79,091,180 | 217,565 | 44,605,176 | | Kenneth J. Giacobbe(6) | | | | | | | | | | | Stock Awards | | | | | | 33,533 | 6,874,936 | 50,299 | 10,312,301 | | Neil E. Marchuk(7) | | | | | | | | | | | Stock Awards | | | | | | 64,480 | 13,219,690 | 54,720 | 11,218,694 | | Michael N. Chanatry(8) | | | | | | | | | | | Stock Awards | | | | | | 38,503 | 7,893,885 | 20,255 | 4,152,680 | | Stock Options | 31,202 | | | 22.60 | 4/16/2028 | | | | |

  73. 2025 Outstanding Equity Awards at Fiscal Year-End

    (1) No new stock options were granted in 2019-2025. 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, 2025, which was $205.02 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; 41,268 will vest on February 18, 2028; and 255,363 will vest on July 1, 2028. Mr. Plants’s unearned PRSU awards will vest as follows, if earned (at target): 133,713 will vest on February 15, 2027; and 83,852 will vest on February 18, 2028. (6) Mr. Giacobbe’s stock awards vest as follows: 16,299 shares will vest on February 16, 2026; 11,380 shares will vest on February 15, 2027; and 5,854 shares will vest on February 18, 2028; Mr. Giacobbe’s unearned PRSU awards will vest as follows, if earned (at target): 24,448 will vest on February 16, 2026; 17,070 will vest on February 15, 2027; and 8,781 will vest on February 18, 2028. (7) Mr. Marchuk’s stock awards vest as follows:16,764 shares will vest on February 16, 2026; 28,000 shares will vest on December 31, 2026; 13,277 shares will vest on February 15, 2027; and 6,439 shares will vest on February 18, 2028. Mr. Marchuk’s unearned PRSU awards will vest as follows, if earned (at target): 25,146 will vest on February 16, 2026; 19,915 will vest on February 15, 2027; and 9,659 will vest on February 18, 2028. (8) Mr. Chanatry’s stock awards vest as follows: 25,000 shares will vest on February 15, 2026; 5,588 shares will vest on February 16, 2026; 4,110 shares will vest on February 15, 2027; and 3,805 shares will vest on February 18, 2028. Mr. Chanatry’s unearned PRSU awards will vest as follows, if earned (at target): 8,382 shares will vest on February 16, 2026; 6,165 shares will vest on February 15, 2027; and 5,708 shares will vest on February 18, 2028. Mr. Winterlich did not have any outstanding equity awards as of December 31, 2025. Ms. Lin voluntarily resigned effective September 5, 2025; therefore all her outstanding equity awards were cancelled.

  74. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  75. 2025 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 | — | — | — | — | | Patrick J. Winterlich | — | — | — | — | | Kenneth J. Giacobbe | — | — | 69,838 | 10,778,797 | | Neil E. Marchuk | — | — | 86,205 | 13,913,040 | | Michael N. Chanatry | — | — | 24,009 | 3,705,549 | | Lola F. Lin | — | — | 48,016 | 7,410,789 |

  76. 2025 Pension Benefits

    2025 Pension Benefits

  77. 2025 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 | 472,028 | | | | Excess Benefits Plan C | | 588,332 | | | | Total | | 1,060,360 | N/A |

  78. 2025 Pension Benefits

    (1) Messrs. Plant, Winterlich, 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.

  79. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  80. 2025 Nonqualified Deferred Compensation

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in 2025 ($) | Registrant Contributions in 2025 ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals Distributions ($) | Aggregate Balance at 12/31/2025 FYE ($) | | John C. Plant | | | 188,477E | | | | | 87,000 | 316,000 | 0D | 0 | 2,047,428 | | Patrick J. Winterlich | | | | | | | | 0 | 0 | 0 | 0 | 0 | | Kenneth J. Giacobbe | | | 13,847E | | | | | 21,050 | 72,075 | 0D | 0 | 450,969 | | Neil E. Marchuk | | | 116,931E | | | | | 66,100 | 75,825 | 14,519D | 0 | 902,231 | | Michael N. Chanatry | | | 528,340E | | | | | 130,042 | 46,850 | 389D | 0 | 6,099,565 | | Lola F. Lin | | | 23,241E | | | | | 4,833 | 43,674 | 0D | 0 | 159,410 |

  81. 2025 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 to the Company’s Retirement Savings Plan, an additional 25% of their salaries to the 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 2025, these contributions were as follows:

  82. 2025 Nonqualified Deferred Compensation

    | Name | 3% ERIC ($) | Company Matching Contribution ($) | | John C. Plant | 229,000 | 87,000 | | Patrick J. Winterlich | — | — | | Kenneth J. Giacobbe | 51,025 | 21,050 | | Neil E. Marchuk | 53,275 | 22,550 | | Michael N. Chanatry | 31,600 | 15,250 | | Lola F. Lin | 38,791 | 4,883 |

  83. 2025 Nonqualified Deferred Compensation

    These amounts are included in the column “All Other Compensation” in the “2025 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.

  84. 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.

  85. Executive Compensation—2025 CEO Pay Ratio

    Executive Compensation—2025 CEO Pay Ratio

  86. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio

  87. 2025 Pay Versus Performance (“PVP”)

    2025 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.

  88. 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 2021 through 2025.

  89. 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 ($) | | | | 2025 | 70,547,718 | 134,793,953 | N/A | N/A | 2,911,867 | 10,722,278 | 728.18 | 230.45 | 1,508 | 2,416 | | 2024 | 22,377,036 | 46,489,947 | N/A | N/A | 4,827,575 | 17,267,671 | 387.42 | 162.31 | 1,155 | 1,914 | | 2023 | 7,344,588 | 25,664,035 | N/A | N/A | 3,169,759 | 8,120,341 | 191.13 | 141.88 | 765 | 1,508 | | 2022 | 1,748,249 | 28,762,436 | N/A | N/A | 2,329,091 | 4,209,545 | 138.66 | 132.89 | 469 | 1,276 | | 2021 | 17,189,000 | 27,690,521 | 7,235,606 | (8,426,878) | 4,708,450 | 5,656,805 | 111.67 | 113.22 | 258 | 1,135 |

  90. 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. |

  91. Notes to Pay versus Performance Table

    Notes to Pay versus Performance Table

  92. Notes to Pay versus Performance Table

    | Column(s) | | | (b1)—(c2) | John C. Plant and Tolga I. Oal were co-CEOs of Howmet Aerospace in 2021 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 2025, the Other NEOs are Patrick J. Winterlich, Kenneth J. Giacobbe, Neil E. Marchuk, Michael N. Chanatry and Lola F. Lin ▪ For 2021-2024, the Other NEOs were Kenneth J. Giacobbe, Neil E. Marchuk, Lola F. Lin, and Michael N. Chanatry. | | (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. |

  93. 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, 2020. 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”. | | (i) Adjusted EBITDA excluding special items is the financial measure from the tabular list of 2025 Most Important Measures shown below, which, in the Company’s assessment, represents for 2025 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. |