DEF 14A of Alcoa Corp
Filed Mar 19, 2024 · FY20230001193125-24-071354
Director Nominees
Director Nominees Alcoa’s Board is currently comprised of 10 members who are elected annually to each serve for a one-year term. The following table provides summary information about each director nominee standing for election to the Board for a one-year term expiring at the 2025 Annual Meeting.
Director Nominees
| Name | Age | Director Since | Professional Background | Independent | Committee Memberships | Other Current Public Company Boards | | Steven W. Williams Non-Executive Chairman of the Board | 68 | 2016 | Retired President and Chief Executive Officer, Suncor Energy Inc. | Yes | — | Enbridge Inc.; Smiths Group plc | | Mary Anne Citrino | 64 | 2016 | Senior Advisor, The Blackstone Group | Yes | Audit; Governance and Nominating (Chair) | HP Inc. | | Pasquale (Pat) Fiore | 63 | 2020 | Former Rio Tinto executive | Yes | Audit; Safety, Sustainability and Public Issues | — | | Thomas J. Gorman | 63 | 2021 | Retired Chief Executive Officer, Brambles Ltd | Yes | Compensation and Benefits (Chair); Governance and Nominating | Sims Limited; Orora Limited; Worley Limited | | James A. Hughes | 61 | 2016 | Managing Partner, EnCap Investments L.P.; Former Chief Executive Officer and Director, First Solar, Inc. | Yes | Audit; Safety, Sustainability and Public Issues | TPI Composites, Inc.; PNM Resources, Inc. | | Roberto O. Marques | 58 | 2023 | Senior Advisor, The Carlyle Group; Former Executive Chairman and Chief Executive Officer of Natura & Co Holding | Yes | Compensation and Benefits; Safety, Sustainability and Public Issues | — | | William F. Oplinger | 57 | 2023 | President and Chief Executive Officer, Alcoa Corporation | No | — | — | | Carol L. Roberts | 64 | 2016 | Retired Senior Vice President and Chief Financial Officer, International Paper Company | Yes | Audit (Chair); Compensation and Benefits | V.F. Corporation | | Jackson (Jackie) P. Roberts | 61 | 2022 | Senior ESG Advisor, Hunter Point Capital and Capitol Meridian Partners; Former Chief Sustainability Officer, AppHarvest Inc. | Yes | Compensation and Benefits; Safety, Sustainability and Public Issues (Chair) | — | | Ernesto Zedillo | 72 | 2016 | Senior Fellow, Jackson School of Global Affairs, Frederick Iseman ’74 Director of the Program for the Study of Globalization at Yale University; Former President of Mexico | Yes | Governance and Nominating; Safety, Sustainability and Public Issues | — |
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Director Nominees
Director Nominees The Board has affirmatively determined that each of the director nominees qualifies for election under the Company’s criteria for evaluation of directors (see “Minimum Qualifications for Director Nominees and Board Member Attributes”). The following pages include biographical information about each of the director nominees and their specific qualifications, skills, and attributes that have led the Board and the Governance and Nominating Committee to conclude that they should serve as directors on the Board. In addition, the Board has determined that each non-employee director nominee qualifies as independent under the New York Stock Exchange (“NYSE”) listing standards and the Company’s Director Independence Standards. See “Director Independence.”
Director Qualifications, Skills, and Attributes
Director Qualifications, Skills, and Attributes Our director nominees have substantial leadership, management, and industry experience in various fields, such as international business, government relations, finance, and social matters. The diversity of experience of our director nominees, illustrated in the skills matrix and director nominees’ biographies that follow, is evidenced in Board deliberations, during which multiple perspectives are considered in developing dynamic strategies to achieve our strategic priorities to Reduce Complexity, Drive Returns, and Advance Sustainably.
Director Qualifications, Skills, and Attributes
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Director Qualifications, Skills, and Attributes
The skills matrix below, which reflects director nominees’ experience obtained through employment and board service, is a summary, and therefore does not include all of the qualifications, attributes, and skills that each director nominee offers.
Director Qualifications, Skills, and Attributes
| Director Qualifications, Attributes, and Skills | | | | | | | | | | | | Leadership Experience. Significant leadership experience over an extended period, including serving as a CEO or senior executive within a complex organization enhances the Board’s leadership role and insight into how large organizations operate | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Industry/Manufacturing Expertise. Significant experience (at least 10 years) in the Company’s businesses or industry, including mining, refining, metals, and manufacturing, contributes to the Board’s practical understanding in defining and directing Company strategy | | | ∎ | ∎ | | | ∎ | ∎ | | | | Operations. Experience overseeing complex operations or developing and implementing operational plans and business models contributes to the Board’s oversight of operational strategy | ∎ | | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | | | Global Business and Economics. Experience managing business internationally and significant exposure to geographic, political, and regulatory environments outside of the U.S. contributes to a diversity of perspectives and international business understanding in Board decision-making for Alcoa’s global operations | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Energy. Experience with policy, regulations, operations, or transactions relating to energy sources or technologies, or experience leading, managing, or advising energy or utility companies contributes, to the Board’s practical understanding of a key element of the business and operations of Alcoa | ∎ | | ∎ | | ∎ | | | | ∎ | ∎ | | Financial Literacy. Knowledge of finance or financial reporting; experience with capital allocation, debt/capital market transactions, and/or mergers and acquisitions strengthen the Board’s oversight of financial reporting and controls and understanding of key financial drivers of the business | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Financial Expertise. Qualification as an “audit committee financial expert” under SEC rules (independent directors only) | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | | ∎ | | Risk Management. Skills and experience in risk governance, including identifying, assessing, and managing key and emerging complex risks and implementing risk management frameworks and procedures strengthens the Board’s oversight of the significant risks facing our Company | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Cybersecurity Risk Oversight. Experience overseeing risks related to information technology and cybersecurity, including emerging cybersecurity developments, threats, and strategies, contributes to the Board’s oversight of the Company‘s risk identification and mitigation efforts | ∎ | ∎ | ∎ | | ∎ | | | ∎ | | ∎ | | Labor/Human Resources. Experience or strong understanding of management of labor relations, human resources, inclusion and diversity, and/or human capital management contributes to the Board’s practical understanding of Company decision-making and strategy, including regarding the attraction and retention of our global workforce | ∎ | | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Compensation. Experience with designing and administering executive compensation and broad-based incentive and benefit programs contributes to the Board’s role in long- and short-term compensation planning | ∎ | | | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | |
Director Qualifications, Skills, and Attributes
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Director Qualifications, Skills, and Attributes
| Director Qualifications, Attributes, and Skills | | | | | | | | | | | | Scientific Innovation/Technology. Technical, scientific, or engineering knowledge and/or experience implementing technology strategies strengthens the Board’s expertise in research and development, long-term planning, and strategy to support Alcoa’s growth and competitive advantage | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | | Government/Legal/Regulatory. Significant experience in government, legal or regulatory affairs or regulated industries, including as part of a business and/or through positions with government organizations and regulatory bodies, contributes to the Board’s understanding of the regulatory environment and working with government agencies | ∎ | | ∎ | | ∎ | | | | ∎ | ∎ | | Environmental, Health and Safety (EHS). Significant experience managing or overseeing, or a strong understanding of, environmental and workplace safety and health risks, regulations, practices, and policies contributes to the Board’s oversight of EHS policies and risks | ∎ | | ∎ | ∎ | | ∎ | ∎ | ∎ | ∎ | ∎ | | Social/Community Engagement/Public Policy. Experience in social and community affairs, public policy matters, and/or corporate responsibility initiatives supports our goals to operate ethically, and with accountability and transparency | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | Independent | ∎ | ∎ | ∎ | ∎ | ∎ | ∎ | | ∎ | ∎ | ∎ | | Gender Diversity* | | ∎ | | | | | | ∎ | ∎ | | | Racial/Ethnic Diversity* | | | | | | ∎ | | | | ∎ | | Holds Citizenship Outside of the United States | ∎ | | ∎ | | | ∎ | | | | ∎ | | Tenure (years) | 7 | 7 | 4 | 3 | 7 | 1 | 1 | 7 | 2 | 7 |
Director Qualifications, Skills, and Attributes
| * Based on director nominees’ self-identified diversity characteristics. |
Director Diversity
Director Diversity As further described below, our director nominees represent a range of backgrounds and overall experience. The Board believes that the mix of directors on our Board should represent a diverse range of experiences, knowledge, skills, judgment, perspectives, and characteristics, as such diversity contributes to the overall competencies and effectiveness of the Board by bringing multiple viewpoints to Board deliberations and decisions. The ten director nominees also represent a range of ages: 50-59 (20%); 60-69 (70%); and 70-75 (10%), with an average age of 63. In selecting a director nominee, the Governance and Nominating Committee focuses on skills, expertise, diversity, and background that would complement the existing Board as a whole. The Board recognizes that the Company’s business and operations are diverse and global in nature. The Governance and Nominating Committee uses the skills matrix, the annual Board and committee evaluation process, and its corporate governance policies to guide and assist in its evaluation of the overall diversity of the Board. Background information about the director nominees, including the business experience, individual skills, and qualifications that contribute to the Board’s effectiveness, are described on the following pages.
Director Diversity
| The Board of Directors recommends a vote “FOR” the election of each of the 10 director nominees to serve for one-year terms expiring in 2025. |
Director Diversity
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Director Diversity
| | Steven W. Williams (Non-Executive Chairman of the Board) Director since: 2016 Age: 68 Committees: Not applicable |
Director Diversity
Career Highlights and Qualifications: Mr. Williams has served as Chairman of the Board since 2021. Mr. Williams was the CEO and director of Suncor Energy Inc. (“Suncor Energy”), a Canadian integrated energy company, from 2012 until his retirement in 2019, and he served as President of Suncor Energy from 2011 to 2018. His career with Suncor Energy began in 2002 when he was appointed Executive Vice President, Corporate Development and Chief Financial Officer. He also served at Suncor Energy as Executive Vice President, Oil Sands, from 2003 to 2007 and as Chief Operating Officer, from 2007 to 2011. Mr. Williams has more than 40 years of international energy industry experience, including 18 years at Esso/Exxon. Other Current Public Directorships: Enbridge Inc., a multinational pipeline and energy company; Smiths Group plc, a multinational, diversified engineering company (Chairman) Other Current Affiliations: Mr. Williams is a fellow of the Institution of Chemical Engineers, a member of the Institute of Directors, and is a member of the National Associate of Corporate Directors. He is one of 12 founding chief executive officers of Canada’s Oil Sands Innovation Alliance, and a former member of both the advisory board of Canada’s Ecofiscal Commission and the Board of the Business Council of Canada. Previous Public Directorships: TC Energy Corporation (2019-2021); Suncor Energy, Inc. (2012-2019) Attributes and Skills: Mr. Williams has extensive experience as a global business leader, having served in executive roles at large, publicly traded energy companies. His expertise in the energy sector, with both operational and financial aspects, global perspective, and governance and risk management experience bring valuable insight to the Board as we execute our long-term strategy. Mr. Williams has advised government organizations regarding the economy and has extensive risk management and strategic oversight experience, bringing valuable leadership experience to his role as Chairman.
Director Diversity
| | Mary Anne Citrino Director since: 2016 Age: 64 Committees: Audit; Governance and Nominating Committee (Chair) |
Director Diversity
Career Highlights and Qualifications: Ms. Citrino has served as Senior Advisor of The Blackstone Group, a multinational private equity, alternative asset management, and financial services corporation, since 2015, and was Senior Managing Director of Blackstone Advisory Partners L.P. (together with The Blackstone Group, “Blackstone”) from 2004 until 2015. At Blackstone, she has advised a broad range of clients, primarily in the consumer products industry. Before joining Blackstone, she spent more than 20 years advising clients at Morgan Stanley, including as a Managing Director. Other Current Public Directorships: HP Inc., a multinational information technology company that develops personal computers, printers, related supplies, and 3D printing solutions Other Current Affiliations: Ms. Citrino serves on the boards of private companies Trilliant Food and Nutrition, LLC, a vertically integrated coffee manufacturer, ZO Skin Health, a skincare company, and Spanx, Inc., an apparel retailer. Previous Public Directorships: Ahold Delhaize (2016-2022); Barclays plc (2018-2020); Dollar Tree Inc. (2005-2018) Attributes and Skills: Ms. Citrino’s more than 30-year career as an investment banker provides the Board with substantial knowledge regarding business strategy and development, and she brings a strong investor and capital markets insight to the Board. Ms. Citrino has extensive financial and investment expertise, which is important to the Board and the Company as it pursues its long-term strategic plans and executes its strategic priority to Drive Returns. Ms. Citrino contributes valuable corporate governance experience to the Board from her significant service on public and private company boards. Ms. Citrino is an audit committee financial expert.
Director Diversity
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Director Diversity
| | Pasquale (Pat) Fiore Director since: 2020 Age: 63 Committees: Audit Committee; Safety, Sustainability and Public Issues Committee |
Director Diversity
Career Highlights and Qualifications: Mr. Fiore was Managing Director of Réseau express métropolitain, a light rail system under construction in Montreal from 2021 until his resignation in 2023. From 2020 to 2021, Mr. Fiore was a consultant for GNL Québec (“GNL”), a Québec-based project development, construction, and operations company; he previously served as GNL’s President from 2018 to 2020 and oversaw the development of a liquified natural gas facility. Prior to joining GNL, Mr. Fiore held several positions with Rio Tinto, a global metals and mining company, including Major Project Sponsor for a multi-billion dollar smelter modernization project, Interim Chief Financial Officer of its aluminum business, President and CEO of its Global Bauxite and Alumina business in Australia, and Chief Operating Officer of the Atlantic Bauxite and Alumina business, and as a global practice leader, with a focus on asset management and strategic mine planning across the global organization. From 1982 to 2006, Mr. Fiore held several positions at QIT-Fer et Titane, a Canadian mining company. Other Current Public Directorships: None Other Current Affiliations: Mr. Fiore serves as chair of the board of directors of STAS Inc., a private company specializing in the development, fabrication, and commercialization of process equipment for the aluminum industry. Mr. Fiore also serves on the board of Fe3dback, a private music streaming company. He has been a professional engineer in the Order of Professional Engineers of Québec since 1982. Attributes and Skills: Mr. Fiore’s more than 35 years of experience in the global metals and mining industry, including his significant experience in managing global bauxite and alumina businesses, contributes substantial industry and operational knowledge to the Board. Mr. Fiore provides the Board with valuable insight into the Company’s strategy as a global and vertically integrated aluminum producer. Having served in a range of roles in his career, Mr. Fiore has significant leadership, industry, financial, and global operational expertise. Mr. Fiore is an audit committee financial expert.
Director Diversity
| | Thomas J. Gorman Director since: 2021 Age: 63 Committees: Compensation and Benefits Committee (Chair); Governance and Nominating Committee |
Director Diversity
Career Highlights and Qualifications: Mr. Gorman served as CEO of Brambles Ltd, an Australian-listed global supply chain logistics company, from 2009 until his retirement in 2017, having joined Brambles Ltd as President of Europe, Middle East, and Africa operations in 2008. Mr. Gorman served as the President of Ford Australia from 2004 to 2008 and oversaw the establishment of an Asia-Pacific engineering center of excellence in Australia. Mr. Gorman joined the Ford Motor Company in 1987 and held several senior executive positions over his 21-year career at Ford, including positions in Europe, North America, and Australia. Other Current Public Directorships: Orora Limited, a packaging company (Australia); Sims Limited, a metal recycling company (Australia); Worley Limited, an engineering consulting company (Australia) Other Current Affiliations: Mr. Gorman serves as Chairman of the Board of Trustees of the Maine Chapter of The Nature Conservancy. Attributes and Skills: Mr. Gorman has over 30 years of global business, logistics, and manufacturing experience, which provides significant cross-functional insight to the Board. His previous executive experience leadership roles at complex, large companies and substantial knowledge of global business operations, including extensive experience in Australia, where Alcoa has significant operational assets, allow him to contribute critical management, operational, financial, and strategic expertise to the Board.
Director Diversity
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Director Diversity
| | James A. Hughes Director since: 2016 Age: 61 Committees: Audit Committee; Safety, Sustainability and Public Issues Committee |
Director Diversity
Career Highlights and Qualifications: Mr. Hughes has served as a Managing Partner of EnCap Investments L.P. (“EnCap”), a private equity firm focusing on energy investments, since 2019. He formerly served as CEO and Managing Director of Prisma Energy Capital, a private entity focused on investments in energy storage, from 2017 until its acquisition by EnCap in 2019. He was the CEO and Director of First Solar, Inc. (“First Solar”), a leading global provider of comprehensive photovoltaic solar solutions from 2012 to 2016. Prior to joining First Solar, Mr. Hughes served as CEO and Director of AEI Services LLC, a private company that owned and operated power distribution, generation, and transportation businesses in emerging markets worldwide, and prior to that, he engaged in principal investing that focused on micro-cap investments in North American distressed manufacturing assets. Previously, he served as President and Chief Operating Officer of Prisma Energy International and in various executive positions with Enron Corporation. Other Current Public Directorships: TPI Composites, Inc., a manufacturer of wind blades for the wind energy market; PNM Resources, Inc., an electric utility holding company based in New Mexico Other Current Affiliations: Mr. Hughes is a former Chairman and former Director of the Los Angeles Branch of the Federal Reserve Bank of San Francisco. He is currently a member of the Energy Advisory Council of the Federal Reserve Bank of Dallas. Attributes and Skills: Mr. Hughes’ extensive experience in the energy sector and previous leadership positions at large energy companies enable him to contribute valuable global business, operational, market, regulatory, strategic, and management expertise to the Board, particularly as it relates to the Company’s portfolio of energy assets and global operations. Mr. Hughes’ service on the board of the Los Angeles Branch of the Federal Reserve Bank of San Francisco also imparts significant financial and global economic expertise. Mr. Hughes is an audit committee financial expert.
Director Diversity
| | Roberto O. Marques Director since: 2023 Age: 58 Committees: Compensation and Benefits Committee; Safety, Sustainability and Public Issues Committee |
Director Diversity
Career Highlights and Qualifications: Mr. Marques has served as a Senior Advisor at The Carlyle Group, a global diversified private investment firm, since 2023. Previously, Mr. Marques was a director of Natura & Co Holding SA (“Natura & Co”), a Brazilian global personal care cosmetics company, from 2016 to 2022, during which time he served as the Executive Chair of the board of directors from 2017 to 2022. Mr. Marques was also the Group Chief Executive Officer of Natura &Co from 2020 to 2022. Prior to that, Mr. Marques was Executive Vice President and President, North America at Mondelēz International, Inc. from 2015 to 2017. Mr. Marques spent over 25 years at Johnson & Johnson, where he held various global and regional senior executive positions in Latin American, North America, and Europe. Other Current Public Directorships: None Other Current Affiliations: Mr. Marques currently serves as the chairman of the board of directors of Beautycounter and a member of the board of directors of Compana Pet Brands, both Carlyle privately held companies. Additionally, he serves as a board member of We Mean Business Coalition, a non-profit organization focused on climate change actions, and the United States Tennis Association Foundation. Previous Public Directorships: Natura &Co Holding S.A.(2016-2022) Attributes and Skills: Mr. Marques has significant experience in global business, environmental, and social matters in the consumer goods sector. His breadth of leadership experience in these areas, including as a CEO, and extensive background and business experience in Brazil, where Alcoa has significant operational assets, allow him to contribute valuable management, financial, economic, strategic, portfolio transformation, risk management, and environmental and social perspective to the Board.
Director Diversity
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Director Diversity
| | William F. Oplinger Director since: 2023 Age: 57 Committees: Not applicable |
Director Diversity
Career Highlights and Qualifications: Mr. Oplinger has served as the President and Chief Executive Officer of Alcoa Corporation since September 2023. Mr. Oplinger previously served as Executive Vice President and Chief Operations Officer of the Company from February 2023 until September 2023 and as Executive Vice President and Chief Financial Officer of the Company from 2016 to February 2023. Mr. Oplinger served as Executive Vice President and Chief Financial Officer of Alcoa Inc., the Company’s former parent company, from 2013 until the Company’s separation in 2016 (the “Separation”). Mr. Oplinger joined Alcoa Inc. in 2000 and held key corporate positions in financial analysis and planning and as Director of Investor Relations. He also served in several principal positions in Alcoa Inc.’s Global Primary Products (GPP) business, including Chief Financial Officer, Controller, Operational Excellence Director, and Chief Operating Officer. As Chief Operating Officer of the GPP business, he was responsible for day-to-day operations and oversaw the comprehensive restructuring of the upstream aluminum business, while working to optimize the GPP’s centers of excellence, including the launch of a center of excellence for the mining business. Earlier in his career, Mr. Oplinger held engineering, marketing management, and business planning positions with Westinghouse Air Brake Technologies Corporation and Emerson Electric Co. Other Current Public Directorships: None Other Current Affiliations: Mr. Oplinger serves on the advisory board of Ridgeline Royalties, a supplier of royalty and stream financing for miners of certain metals. Attributes and Skills: Mr. Oplinger is an experienced leader at Alcoa with extensive knowledge of all aspects of the Company’s strategic priorities based on his over 20-year career in the aluminum industry and previous leadership positions at Alcoa. As the only management representative on the Board, Mr. Oplinger’s broad range of executive, operational, financial, risk management, and other roles brings critical insight to the Board, including relating to the Company’s industry, business, operations, and strategic direction.
Director Diversity
| | Carol L. Roberts Director since: 2016 Age: 64 Committees: Audit Committee (Chair); Compensation and Benefits Committee |
Director Diversity
Career Highlights and Qualifications: Ms. Roberts was Senior Vice President and Chief Financial Officer of International Paper Company (“IP”), a global leader in packaging and paper with global manufacturing operations, from 2011 until 2017 when she retired. Ms. Roberts has over 35 years of industrial manufacturing experience, having worked in multiple facilities and across various functions at IP. Before being named Chief Financial Officer in 2011, Ms. Roberts led IP’s largest business, the Industrial Packaging Group. Ms. Roberts also served as IP’s Vice President of People Development for three years, during which she developed human resources programs that had a major impact on IP’s talent management and employee engagement. Ms. Roberts served in a variety of operational and technical roles since beginning her career with IP in 1981 as an associate engineer at the company’s Mobile, Alabama mill. Other Current Public Directorships: V.F. Corporation, a global apparel and footwear company Other Current Affiliations: Ms. Roberts serves on the Board of Trustees for the University of Memphis and on the board of Divergent 3D, a private company, which utilizes cutting edge technology, including 3D printing, for vehicle manufacturing. Attributes and Skills: Ms. Roberts’ career spans engineering, manufacturing, business management, human resources, and finance, bringing deep cross-functional knowledge and experiences to the Board. Her executive experience and leadership roles, including as the Chief Financial Officer of IP, provide the Board with strong accounting and corporate finance expertise, as well as valuable perspective on risk management and strategic oversight. Ms. Roberts is an audit committee financial expert.
Director Diversity
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Director Diversity
| | Jackson (Jackie) P. Roberts Director since: 2022 Age: 61 Committees: Compensation and Benefits Committee; Safety, Sustainability and Public Issues Committee (Chair) |
Director Diversity
Career Highlights and Qualifications: Ms. Roberts has served as Senior Advisor of ESG matters to each of the investment firms Hunter Point Capital and Capitol Meridian Partners since 2021. Ms. Roberts was the Chief Sustainability Officer of AppHarvest Inc., an applied technology company developing and operating high-tech indoor farms, from 2020 to 2022. Previously, Ms. Roberts held various executive roles at The Carlyle Group, a global diversified investment firm, including as Chief Sustainability Officer, from 2014 to 2020 and also as Managing Director from 2019 to 2020. Ms. Roberts previously held various positions over seventeen years at the Environmental Defense Fund (“EDF”), and she was awarded the White House Presidential Environment and Conservation Challenge Award in 1991, which recognized her efforts to foster cooperative approaches to environmental needs. Ms. Roberts has also served as a senior faculty fellow at Harvard Business School. She began her career as an engineer for the U.S. Environmental Protection Agency. Other Current Public Directorships: None Other Current Affiliations: Ms. Roberts serves on the boards of PurposeBuilt Brands, LLC and The Conservation Innovation Fund. Ms. Roberts also serves on the Steering Committee of the Smart Surfaces Coalition and on the Sustainability Advisory Council at American University’s Kogod School of Business. Attributes and Skills: Ms. Roberts has significant experience in environmental, climate, and social matters, serving in various roles at both for- and non-profit entities. Ms. Roberts’ breadth of leadership and management experience in these matters deepens the Board’s understanding of investor and other stakeholder perspectives and challenges as the Company pursues its strategic priority to Advance Sustainably. Through her experience, Ms. Roberts also provides valuable community engagement, strategic risk management, and global regulatory and policy perspective to the Board.
Director Diversity
| | Ernesto Zedillo Director since: 2016 Age: 72 Committees: Governance and Nominating Committee; Safety, Sustainability and Public Issues Committee |
Director Diversity
Career Highlights and Qualifications: Dr. Zedillo has been a Professor at Yale University since 2002, where he is the Frederick Iseman ’74 Director of the Yale Center for the Study of Globalization, Professor in the Field of International Economics and Politics, Professor of International and Area Studies, Professor Adjunct of Forestry and Environmental Studies, and Senior Fellow at the Jackson School of Global Affairs. He was a Distinguished Visiting Fellow at the London School of Economics in 2001. Dr. Zedillo was President of Mexico from 1994 to 2000. He served in the Federal Government of Mexico as Secretary of Education (1992-1993), Secretary of Economic Programming and the Budget and board member of various state-owned enterprises, including PEMEX, Mexico’s national oil company (1988-1992), and Undersecretary of the Budget (1987-1988). Prior to that time, Dr. Zedillo served as deputy manager of economic research and deputy director of the central bank of Mexico and was the founding General Director of the Trust Fund for the Coverage of Exchange Risks. He also taught economics at the National Polytechnic Institute and El Colegio de Mexico. Other Current Public Directorships: None Other Current Affiliations: Dr. Zedillo belongs to the international advisory boards of Iberdrola, a multinational renewable energy company (Spain), and NTT Data (previously Everis), an information technology services and consulting company (Spain). Previous Public Directorships: Citigroup Inc. (2010-2022); The Procter & Gamble Company (2001-2019); Promotora de Informaciones, S.A. (2010-2017) Attributes and Skills: From his broad experience in government, international economics, and geopolitics, and his prior service as the President of Mexico, Dr. Zedillo brings a unique global perspective to matters such as government relations, and public affairs in the various countries in which Alcoa operates. Dr. Zedillo’s extensive leadership experience offers the Board critical insight into global economic, energy, political, and trade issues.
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Nominating Board Candidates—Procedures and Director Qualifications
Nominating Board Candidates—Procedures and Director Qualifications
Stockholder Recommendations for Director Nominees
Stockholder Recommendations for Director Nominees The Governance and Nominating Committee (for purposes of this section, the “Committee”) will consider candidates for the Board recommended by stockholders. Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: Alcoa Corporation, Governance and Nominating Committee, c/o Secretary, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858. The written submission should comply with all requirements set forth in the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Bylaws. Such requirements include, without limitation, information that would be required to be disclosed in a proxy statement or other filings pursuant to Section 14 of the Exchange Act, a description of all direct and indirect compensation, and other arrangements between the proposed nominee and the nominating stockholder, certain informational requirements, and if applicable, a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees. The Committee will consider all candidates recommended by stockholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes (described below).
Advance Notice Director Nominations
Advance Notice Director Nominations The Bylaws provide that any stockholder entitled to vote at an annual stockholders’ meeting may nominate one or more director candidates for election at that annual meeting by following certain prescribed procedures. To be timely, the stockholder must provide to Alcoa’s Secretary at the principal executive offices of the Company written notice of the stockholder’s intent to make such a nomination or nominations not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting, except as otherwise provided in the Bylaws. If the number of directors to be elected to the Board is increased by the Board and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a previously submitted timely notice will be considered timely with regard to nominees for any new positions created by such increase but only with respect to a stockholder who had, prior to such increase in the size of the Board, previously submitted a timely and proper notice, if delivered to Alcoa’s Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company. If a stockholder intends to nominate directors for a special meeting of the Board at which directors will be elected, to be timely, the stockholder must provide written notice to Alcoa’s Secretary at the principal executive offices of the Company not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, a notice will be timely if received by the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. A stockholder nominating a director for election must provide the information regarding that nominee in the format required by the Bylaws, and otherwise comply with all applicable requirements in the Bylaws. Any such notice must be sent to our principal executive offices: Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858, Attention: Secretary. For the 2025 Annual Meeting, such notice must be delivered to the Secretary not earlier than the close of business on January 10, 2025 and not later than the close of business on February 9, 2025.
Proxy Access Director Nominations
Proxy Access Director Nominations In addition to the advance notice procedures, our Bylaws also include provisions permitting, subject to certain terms and conditions set forth therein, stockholders who have maintained continuous qualifying ownership of at least 3% of outstanding Alcoa common stock for at least three years to nominate a number of director candidates not to exceed the greater of two candidates or 20% of the number of directors then in office who will be included in our annual meeting proxy statement. Proxy access candidates and the stockholder nominators meeting the qualifications and requirements set forth
Proxy Access Director Nominations
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Proxy Access Director Nominations
in our Bylaws will be included in the Company’s proxy statement and ballot. To be timely, an eligible stockholder’s proxy access notice must be delivered to our principal executive offices, Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858, Attention: Secretary, no earlier than 150 days and no later than 120 days before the one-year anniversary of the date that we commenced mailing of our definitive proxy statement (as stated in such proxy statement) for the immediately preceding annual meeting, except as otherwise provided in the Bylaws. For the 2025 Annual Meeting, such notice must be delivered to the Secretary no earlier than October 20, 2024 and no later than November 19, 2024.
Minimum Qualifications for Director Nominees and Board Member Attributes
Minimum Qualifications for Director Nominees and Board Member Attributes The Committee is charged with determining the criteria, objectives, and procedures for selecting members of the Board. The Board membership criteria are set forth in the Company’s Corporate Governance Guidelines, and the Committee will consider such criteria in the context of the existing composition and needs of the Board and its committees. Alcoa has adopted the following criteria for identification, evaluation, and selection of directors (which apply regardless of the nominator):
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | Directors must have demonstrated the highest ethical behavior and must be committed to the Company’s values. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | Directors must be committed to seeking and balancing the legitimate long-term interests of all of the Company’s stockholders, as well as its other stakeholders, including its customers, employees, and the communities where the Company has an impact. Directors must not be beholden primarily to any special interest group or constituency. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | It is the objective of the Board that all non-management directors be independent. In addition, no director should have, or appear to have, a conflict of interest that would impair that director’s ability to make decisions consistently in a fair and balanced manner. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | Directors must be independent in thought and judgment. Each must have the ability to speak out on difficult subjects; to ask tough questions and demand accurate, honest answers; to constructively challenge management; and at the same time, act as an effective member of the team, engendering by his or her attitude an atmosphere of collegiality and trust. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | Each director must have demonstrated excellence in his or her area and must be able to deal effectively with crises and to provide advice and counsel to the CEO and his or her peers. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | Directors should have proven business acumen, serving or having served as a CEO, or other senior leadership role, in a significant, complex organization; or serving or having served in a significant policy-making or leadership position in a well-respected, nationally or internationally recognized educational institution, not-for-profit organization, or governmental entity; or having achieved a widely recognized position of leadership in the director’s field of endeavor, which adds substantial value to the oversight of material issues related to the Company’s business. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | Directors must be committed to understanding the Company and its industry; to regularly preparing for, attending, and actively participating in meetings of the Board and its committees; and to confirming that existing and future individual commitments will not materially interfere with the director’s obligations to the Company. The number of other board memberships, in light of the demands of a director nominee’s principal occupation, should be considered, as well as travel demands for meeting attendance. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | Directors must understand the legal responsibilities of board service and fiduciary obligations. All members of the Board should be financially literate, as determined by the Board in its business judgment, and have a sound understanding of business strategy, business environment, corporate governance and board operations. At least one member of the Board must satisfy the requirements of an “audit committee financial expert,” as determined by the Board in its business judgment. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | Directors must be self-confident and willing and able to assume leadership and collaborative roles as needed. They need to demonstrate maturity, valuing Board and team performance over individual performance and respect for others and their views. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | New director nominees should be able to and committed to serve as a member of the Board for an extended period of time. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | In selecting a director nominee, the Committee will consider each candidate’s diversity of experiences, knowledge, skills, judgment, perspectives, and characteristics that would complement the existing Board as a whole, recognizing that the Company’s businesses and operations are diverse and global in nature. When identifying candidates for Board membership, the Committee shall consider, and shall request that any search firm it engages include, qualified women and racially/ethnically diverse persons in the initial pool from which director nominees are chosen. However, a director nominee will not be specifically chosen nor excluded solely or largely based on any single attribute or characteristic. |
Minimum Qualifications for Director Nominees and Board Member Attributes
| ✓ | Directors should have reputations, both personal and professional, consistent with the Company’s image and reputation. |
Minimum Qualifications for Director Nominees and Board Member Attributes
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Non-Employee Director Compensation Program
Non-Employee Director Compensation Program Our non-employee director compensation program is designed to attract and retain outstanding director candidates who have the requisite experience and background as set forth in our Corporate Governance Guidelines, as well as to recognize the substantial time and effort necessary to exercise oversight of a complex global organization like Alcoa and fulfill the other responsibilities required of our directors. Consistent with its charter, the Governance and Nominating Committee (for purposes of this section, the “Committee”) reviews director compensation periodically and recommends changes to the Board as it deems appropriate. In September 2023, the Committee reviewed our non-employee director compensation program based on a comparative market analysis prepared by Pay Governance LLC (“Pay Governance”), the independent compensation consultant utilized by the Compensation and Benefits Committee, of Alcoa’s program relative to non-employee director compensation programs of companies in our CEO/CFO compensation benchmarking peer group (as set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement), which showed that the annual retainer fees in Alcoa’s program for certain board leadership positions were lower than the peer group and/or industry medians. Considering Pay Governance’s findings and upon the recommendation of the Committee, the Board subsequently determined to (i) increase the amount of the annual cash retainer fee for the Chairman from $150,000 per year to $175,000 per year and (ii) increase the amount of the annual cash retainer fee for the Governance and Nominating Committee Chair from $16,500 per year to $20,000 per year, each effective as of October 1, 2023. No other changes were made to our non-employee director compensation program as a result of this review. The table below sets forth the components of our non-employee director compensation program. Mr. Oplinger, our sole employee director, does not receive additional compensation for his Board service.
Non-Employee Director Compensation Program
| Annual Compensation Element | Amount | | Equity Award for Non-Employee Directors | $160,000(1) | | Cash Retainer for Non-Employee Directors(2) | $130,000 | | Additional Annual Cash Fees (as applicable)(2) | | | Non-Executive Chairman Fee | $175,000 | | Audit Committee Chair Fee (includes Audit Committee Member Fee) | $27,500 | | Audit Committee Member Fee | $11,000 | | Compensation and Benefits Committee Chair Fee | $20,000 | | Governance and Nominating Committee Chair Fee | $20,000 | | Other Committee Chair Fee | $16,500 |
Non-Employee Director Compensation Program
| (1) The annual equity award is granted following each annual meeting of stockholders in the form of restricted share units, which generally will vest after one year in accordance with the Alcoa Corporation Non-Employee Director Compensation Policy. Vested restricted share units will be settled in stock in a lump sum or installments following termination of service on the Board, in accordance with the elections made by non-employee directors. |
Non-Employee Director Compensation Program
| (2) Each non-employee director may elect to defer all or part of his or her cash compensation pursuant to the Alcoa Corporation 2016 Deferred Fee Plan for Directors, as amended (the “Deferred Fee Plan”). Directors may elect to defer their cash compensation into various investment options or into restricted share units that are fully vested at grant. Deferred cash amounts are paid in cash either in a lump sum or installments following termination of service on the Board, in accordance with the elections made by non-employee directors. Cash fees that are deferred into restricted share units will be settled in stock in a lump sum or installments following termination of service on the Board, in accordance with the elections made by non-employee directors. |
Non-Employee Director Compensation Program
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2023 Director Compensation
2023 Director Compensation The following table sets forth the total compensation of the Company’s non-employee directors for the year ended December 31, 2023.
2023 Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | Total ($) | | Steven W. Williams | $305,000 | $159,987 | $464,987 | | Mary Anne Citrino | $161,000 | $159,987 | $320,987 | | Pasquale Fiore | $141,000 | $159,987 | $300,987 | | Thomas J. Gorman | $150,000 | $159,987 | $309,987 | | James A. Hughes | $141,000 | $159,987 | $300,987 | | Roberto O. Marques(2) | $56,168 | $124,065 | $180,233 | | Carol L. Roberts | $157,500 | $159,987 | $317,487 | | Jackson P. Roberts | $136,860 | $159,987 | $296,847 | | Ernesto Zedillo | $139,640 | $159,987 | $299,627 |
2023 Director Compensation
| (1) Mr. Oplinger is a member of the Board and President and CEO of Alcoa, and his compensation for fiscal year 2023 is reported in the 2023 Summary Compensation Table (“SCT”) and other tables and sections of this Proxy Statement. Mr. Oplinger did not receive any additional compensation for his service on the Board. Roy C. Harvey, who served as President, CEO, and director of Alcoa until September 2023, did not receive any compensation for his Board service during fiscal year 2023, and his compensation from Alcoa for fiscal year 2023 is reported in the SCT and other tables and sections of this Proxy Statement. |
2023 Director Compensation
| (2) In the case of Mr. Marques, the fees included in the table reflect his period of service on the Board during calendar year 2023. |
2023 Director Compensation
| (3) This column reflects the cash fees earned by directors for Board and committee service to Alcoa from January 1, 2023 through December 31, 2023, whether or not such fees were deferred. In 2023, Mr. Williams deferred his cash fees in the amount of $305,000 into restricted share units. |
2023 Director Compensation
| (4) This column reflects the aggregate grant date fair value, determined in accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC Topic 718”), excluding the effect of forfeitures, of the restricted share unit awards granted by Alcoa on May 9, 2023 and July 26, 2023, in the case of Mr. Marques. A discussion of the relevant assumptions is set forth in Note N to the Consolidated Financial Statements in Part II, Item 8 of the 2023 Form 10-K. As of December 31, 2023, each of Messrs. Williams, Fiore, Gorman, and Hughes, Dr. Zedillo, and Mses. Citrino, C. Roberts, and J. Roberts held 4,382 unvested restricted share units and Mr. Marques held 3,561 unvested restricted share units. The Company does not pay fractional shares; any fractional share amounts are paid in cash. |
2023 Overview
| • | Continued review of our NEO compensation elements against those used in the applicable peer groups. |
2023 Overview
| • | Maintained an equity mix of 60% performance-based restricted share units (“PRSUs”) (at target) and 40% time-based restricted share units (“RSUs”). |
2023 Overview
| • | A three-year cumulative performance period of January 1, 2023 to December 31, 2025 for PRSUs granted in 2023, which can be earned based on three metrics weighted as follows: (i) Total Shareholder Return (relative to the S&P Metals and Mining Select Industry Index) (“Relative TSR”) (35%), (ii) Return on Equity (“ROE”) three-year average (“Average ROE”) (35%), and (iii) Carbon Intensity (30%). Each of the metrics is further described under “2023 Equity Awards: PRSUs and RSUs.” |
2023 Overview
In 2023, the Company faced challenges, including lower sequential alumina and aluminum pricing and higher production costs. As a result, overall performance under the 2023 IC plan (the “IC Plan”) under the Alcoa Corporation Annual Cash Incentive Compensation Plan (as Amended and Restated) (the “Annual Incentive Plan”) had an achievement level of 75.9% (below target). Our PRSUs for the January 1, 2021 – December 31, 2023 period achieved an overall above target payout of 103.5%, based on above target performance with respect to the Proportional Net Debt and Carbon Intensity metrics and below target performance with respect to the Relative TSR and ROE Improvement metrics.
Executive Compensation Philosophy
| (2) Targeted at Median: Total compensation (base salary, IC, and LTI) is generally targeted at median of the peer group, with cash and equity incentive opportunities that aim to motivate and reward exceptional performance if goals are achieved at higher than target levels. |
Executive Compensation Philosophy
| (4) Diversified Metrics: IC and LTI metrics are varied and focus management’s actions on Alcoa’s strategic priorities to Reduce Complexity, Drive Returns, and Advance Sustainably, and on achieving the greatest positive impact on financial performance without creating undue risk. |
Executive Compensation Philosophy
| • | Market positioning, based on peer group data, in consideration of the market median; |
What We Do
What We Do Pay-for-Performance. We believe in a “pay-for-performance” philosophy that links executive compensation to the Company’s measured performance in key financial and non-financial areas and the long-term interests of stockholders. For purposes of short-term compensation, the Company evaluated performance against rigorous business metrics selected to incentivize performance, including Adjusted EBITDA Excluding Special Items Non-Normalized, Free Cash Flow—Normalized, Segment Production Performance, Safety, and Inclusive Culture. With respect to LTI awards granted in 2023, the Committee selected metrics in support of our long-term strategy, including Relative TSR, Average ROE, and Carbon Intensity. Each LTI metric is measured over a three-year period, and each is further described in this CD&A. Consider Peer Groups in Establishing Compensation. To help determine 2023 total direct compensation for our NEOs, the Committee developed and approved the use of two separate peer groups: one group primarily for our CEO and CFO (the “CEO/CFO Peer Group”), which consists of 16 companies (and also is used as a secondary peer group for our other NEOs based on market or position), and a second group, consisting of over 240 companies, for our other NEOs and executives generally (the “Non-CEO/CFO Peer Group”), which uses a broader base of companies. During 2023, the Committee reviewed the continued appropriateness of our peer groups. The CEO/CFO Peer Group is determined primarily based upon Global Industry Classification Standards, revenue, and market capitalization. The 2023 component companies for the CEO/CFO Peer Group are listed below.
What We Do
| • | the mix between short-term and long-term incentives, and balance between cash and equity programs; |
What We Do
| • | balancing grants of performance-based PRSUs and time-based RSUs under the LTI plan; |
What We Do
| • | use of multiple financial and non-financial performance measures in our incentive plans; |
Components of 2023 Executive Compensation Program
| Component | Purpose | Design | | Base Salary (cash) | Reflects the experience of the NEO and expected day-to-day contributions. Amounts are supported by competitive market and CEO/CFO peer group data. | Reviewed at least annually to consider changes in position responsibility, experience, and market competitiveness. | | Annual Incentive Compensation (short-term cash opportunities) | Short-term, at-risk pay designed to motivate achievement of annual performance goals in support of our strategic priorities. | Market competitive targets established for NEOs. Performance-based annual financial (Adjusted EBITDA Excluding Special Items—Non-Normalized, Free Cash Flow—Normalized, Segment Production Performance) and non-financial metrics (Safety and Inclusive Culture). There are reduced payouts if performance is between minimum and target, and participants have an opportunity to earn increased payouts when targets are exceeded. | | Long-Term Incentive (long-term equity opportunities) | Long-term, at-risk pay designed to balance short-term at-risk pay, align the interests of executives with stockholders, support our strategic priorities, encourage executive retention, and align our programs with market practices. | Our NEOs received LTI compensation opportunities in two parts: 1) PRSUs, to reward performance based on Relative TSR, Average ROE, and Carbon Intensity metrics; and 2) Time-Based RSUs, to retain NEOs through the challenges of a commodity-driven business |
2023 Annual Incentive Compensation
2023 Annual Incentive Compensation We based IC opportunities for 2023 on the following parameters, as well as the individual goals and contributions of each NEO:
2023 Annual Incentive Compensation
| • | 70% financial targets: Adjusted EBITDA Excluding Special Items—Non-Normalized (20%), Free Cash Flow—Normalized (20%), and Segment Production Performance (30%) metrics, as more fully described below; and |
2023 Annual Incentive Compensation
| • | 30% non-financial targets: Safety (20%) and Inclusive Culture (10%) metrics, as more fully described below. |
2023 Company IC Plan Metrics
| (1) The maximum payout for each financial and non-financial metric is 200%. |
2023 Target Annual Incentive Compensation Opportunities
2023 Target Annual Incentive Compensation Opportunities The Committee set and approved the following target annual incentive opportunities for each NEO based on his or her then-current job band and review of comparative market data, either in January 2023, or, in the cases of NEOs who received promotions or were new hires, at such time.
2023 Target Annual Incentive Compensation Opportunities
| Named Executive Officer | Target IC Opportunity for 2023 (% of Base Salary Earnings) | Total IC Opportunity for 2023 at Target $ | Total IC Opportunity for 2023 at Maximum $(1) | | William F. Oplinger | 150% | $1,293,387 | $2,586,774 | | Roy C. Harvey(2) | 150% | $1,794,155 | $3,588,310 | | Molly S. Beerman | 100% | $618,864 | $1,237,728 | | Renato Bacchi | 80% | $402,000 | $804,000 | | Tammi A. Jones | 75% | $339,962 | $679,924 | | Andrew Hastings | 80% | $153,333 | $306,666 | | Jeffrey D. Heeter(3) | 80% | $304,325 | $608,650 | | Kelly R. Thomas(4) | 80% | $232,500 | $465,000 |
2023 Target Annual Incentive Compensation Opportunities
| (1) The maximum payout under the IC Plan is 200% of target. |
2023 Target Annual Incentive Compensation Opportunities
| (2) Mr. Harvey remained an employee of the Company through December 31, 2023, and pursuant to his severance agreement, remained eligible for a full year 2023 IC payout. |
2023 Target Annual Incentive Compensation Opportunities
| (3) Mr. Heeter retired from the Company effective September 1, 2023 and, in connection therewith, was eligible for a pro rata 2023 IC payout. |
2023 Target Annual Incentive Compensation Opportunities
| (4) Ms. Thomas resigned from the Company effective August 1, 2023 and was ineligible for a 2023 IC payout. |
2023 Annual Incentive Compensation Payout Determination and Amounts
2023 Annual Incentive Compensation Payout Determination and Amounts In January 2024, the Committee met to consider 2023 Alcoa performance and individual contributions to determine IC payouts for each NEO for 2023. Based on the metrics outlined earlier in this section, Alcoa’s performance results under the IC Plan were achieved at 75.9% of target (before consideration of each NEO’s individual contributions). The resulting IC payout for the NEOs was based on the following formula, with the individual contributions adjustment applied to the performance results, as further described below, measured from January 1, 2023 through December 31, 2023, and subject to a maximum payout of 200% of target.
2023 Annual Incentive Compensation Payout Determination and Amounts
| Formula to Determine 2023 Annual Incentive Compensation Payout | | | | | | | | Base Salary Earnings ($) (fiscal year)x | Applicable Target Incentive Opportunity (%)x | Achievement Based on Company Results (%) | +/- | Individual Contributions Adjustment | = | Annual IC Payout ($) |
2023 Annual Incentive Compensation Payout Determination and Amounts
At the beginning of 2023, each NEO’s performance goals and objectives were established in support of the organization as a whole, and as to each function (as described below). The Committee undertook a qualitative review of the performance of each NEO serving as of December 31, 2023, relative to their respective goals and objectives in determining the 2023 IC payouts, placing specific emphasis on each NEO’s roles and contributions to the overall success of the Company throughout 2023. The IC payouts reflect the achievements of the NEOs in a highly complex and rapidly changing commodity environment impacted by lower aluminum and alumina pricing and higher production costs. The following is a summary of the Committee’s conclusions with respect to the performance of each current NEO: Mr. Oplinger began the year with oversight of Alcoa’s global operations as Chief Operations Officer and was elevated to CEO when the Board executed the succession plan. As CEO, he took responsibility for the Company’s strategic priorities and maintained engagement with the Chairman and the Board, specifically around the following key areas: driving a high performance culture, obtaining approval of the mining and management program for the Huntley and Willowdale bauxite mines in Western Australia; improving safety performance and accountability across the business, with expanded focus on tailings management; maintaining a strong balance sheet and providing capital returns to stockholders; and driving sustainability through continued investment in innovative technologies. Ms. Beerman led the Company’s finance, tax, treasury, investor relations, and information technology functions and made valuable contributions in her first year as CFO. Her team was tasked with disciplined capital allocation, maintaining a strong
2023 Annual Incentive Compensation Payout Determination and Amounts
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2023 Annual Incentive Compensation Payout Determination and Amounts
Executive Compensation | Compensation Discussion and Analysis | Executive Compensation Process and 2023 Executive Compensation (continued) balance sheet through further reductions in net pension liabilities and driving working capital improvements amid challenging market conditions. Throughout the course of 2023, Ms. Beerman’s team focused on upgrading the financial reporting systems and restructuring the Financial Planning and Analysis team to better support operations in strategic decision making. Mr. Bacchi was elevated from Chief Strategy & Innovation Officer to Chief Commercial Officer in August 2023, gaining responsibility for Alcoa’s Commercial function, which includes sales and trading, marketing, supply chain, commercial operations, procurement, and transformation, and he oversees the Company’s global energy assets and innovative research and development programs. Mr. Bacchi’s teams focused on progressing the Company’s technology roadmap, including the ELYSIS(TM) technology and ASTRAEA(TM)technology and continuing sales growth of the Company’s Sustana(TM) product line. Ms. Jones demonstrated leadership of the Company’s human resources function, including talent retention and recruitment, compensation and benefits, training and development, and labor relations. Mr. Jones successfully led the execution of the Company’s CEO succession plan with the CEO and Board and supported several executive transitions in 2023. Ms. Jones and her team further supported the Company’s values and culture by refreshing the employee value proposition and total rewards philosophy, further developing the talent pipeline and overall succession health, and continuing to progress towards an inclusive culture across the organization. Mr. Hastings joined Alcoa in September 2023 and quickly made impactful contributions to the Executive Team and within the legal function focusing on team development and engagement. He is responsible for the legal, governance, ethics and compliance, and global security functions of Alcoa. Mr. Hastings and his team provided strong support and counsel for several strategic efforts across the business including those in Australia and Spain, which continue to evolve. His team also evaluates and manages risk and liabilities that the Company faces in the ordinary course of business. The governance team facilitated active and transparent engagement with the Board of Directors and assisted with the CEO transition in 2023. Based on these conclusions and taking into consideration each NEO’s performance goal achievements, the Committee approved the individual contribution result for each NEO set forth in the table below as reflective of the NEOs’ contributions to the Company’s outcomes. The total 2023 incentive compensation payout amounts to the NEOs were as follows:
2023 Annual Incentive Compensation Payout Determination and Amounts
| Name | 2023 Base Salary Earnings | IC Target % | IC Target $ | Performance Results % | IC Based on Performance Results | Individual Contribution Adjustment | Total IC Payout | | William F. Oplinger(1) | $862,258 | 150% | $1,293,387 | 75.9% | $981,681 | — | $1,000,000 | | Roy C. Harvey(2) | $1,196,103 | 150% | $1,794,155 | 75.9% | $1,361,764 | — | $1,361,764 | | Molly S. Beerman | $618,864 | 100% | $618,864 | 75.9% | $469,718 | 10% | $516,690 | | Renato Bacchi | $502,500 | 80% | $402,000 | 75.9% | $305,118 | 5% | $320,374 | | Tammi A. Jones | $453,282 | 75% | $339,962 | 75.9% | $258,031 | 25% | $322,539 | | Andrew Hastings | $191,667 | 80% | $153,333 | 75.9% | $116,380 | 10% | $128,018 | | Jeffrey D. Heeter(3) | $380,406 | 80% | $304,325 | 75.9% | $230,983 | — | $230,983 | | Kelly R. Thomas(4) | — | — | — | — | — | — | — |
2023 Annual Incentive Compensation Payout Determination and Amounts
| (1) Mr. Oplinger’s 2023 IC target percentage was based on his position as CEO effective September 24, 2023. Mr. Oplinger’s IC Based on Performance Results was adjusted by the Committee to a $1,000,000 Total IC Payout. |
2023 Annual Incentive Compensation Payout Determination and Amounts
| (2) Mr. Harvey remained an employee of the Company through December 31, 2023, and pursuant to his severance agreement, remained eligible for a full 2023 IC payout. |
2023 Annual Incentive Compensation Payout Determination and Amounts
| (3) Mr. Heeter retired from the Company effective September 1, 2023 and in connection therewith, remained eligible for a pro rata 2023 IC payout. Mr. Heeter’s 2023 IC payout was approved by the Committee. |
2023 Annual Incentive Compensation Payout Determination and Amounts
| (4) Ms. Thomas resigned from the Company effective August 1, 2023 and was ineligible for a 2023 IC payout. |
2023 Annual Incentive Compensation Payout Determination and Amounts
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2023 Annual Incentive Compensation Payout Determination and Amounts
Executive Compensation | Compensation Discussion and Analysis | Executive Compensation Process and 2023 Executive Compensation (continued)
2023 Equity Awards: PRSUs and RSUs
2023 Equity Awards: PRSUs and RSUs In early 2023, and in the case of Mr. Hastings, in September 2023, Alcoa granted the LTI awards to the NEOs to align their interests with those of stockholders, link compensation to stock price appreciation over a multi-year period, and support retention. The 2023 LTI awards were in the form of 60% PRSUs (at target) and 40% RSUs. In each case, the grant value was based upon the job band of each NEO (which is reflective of the market data for their respective positions) and, in the case of all of the NEOs other than Mr. Hastings, his or her contribution to the Company at the time of grant. Mix of Long-Term Incentive Awards
2023 Equity Awards: PRSUs and RSUs
| • | PRSUs (60%). PRSU award performance is based on achievement against cumulative three-year performance targets related to the following metrics: (i) Relative TSR (35%), (ii) Average ROE (35%), and (iii) Carbon Intensity (30%). These metrics are designed to align the LTI plan with Alcoa’s strategic priorities to Reduce Complexity, Drive Returns, and Advance Sustainably. Earned PRSUs will be settled in shares of common stock after the end of the three-year performance period. The maximum award level is 200% of the target award. The 2023 PRSU awards have a performance period of January 1, 2023 through December 31, 2025. |
2023 Equity Awards: PRSUs and RSUs
| • | Time-based RSUs (40%). RSUs vest on the third anniversary of the grant date, providing a multi-year retention incentive. |
2023 Grants of Long-Term Incentive Awards to Each NEO
2023 Grants of Long-Term Incentive Awards to Each NEO In 2023, the Committee granted the following LTI awards to each NEO, based on the closing price per share of the Company’s common stock on the grant date of January 25, 2023 for the RSUs, and February 22, 2023 for the PRSUs, and in the case of Mr. Hastings, on the grant date of September 15, 2023. If and to the extent that the 2023 PRSU awards are earned, as determined by the Committee after the end of the performance period, the 2023 PRSUs will be paid out in shares of Company common stock on a one-unit to one-share basis. The amount of the 2023 PRSUs earned, if any, will be based on the Company’s performance against goals relating to the metrics described below, with payout ranging from 0 to 200% of target for each NEO’s 2023 PRSU award:
2023 Grants of Long-Term Incentive Awards to Each NEO
| Name | 2023 LTI Fair Market Value at Grant | Number of PRSUs (Target) | Number of RSUs | | William F. Oplinger(1) | $2,250,656 | 27,570 | 17,250 | | Roy C. Harvey(2) | $8,000,331 | 98,000 | 61,320 | | Molly S. Beerman | $1,800,231 | 22,050 | 13,800 | | Renato Bacchi | $1,250,876 | 15,320 | 9,590 | | Tammi A. Jones | $1,000,302 | 12,250 | 7,670 | | Andrew Hastings(3) | $400,150 | 8,320 | 5,550 | | Jeffrey D. Heeter | $1,000,302 | 12,250 | 7,670 | | Kelly R. Thomas(4) | $1,250,876 | 15,320 | 9,590 |
2023 Grants of Long-Term Incentive Awards to Each NEO
| (1) Mr. Oplinger’s 2023 LTI award is reflective of his role as Chief Operations Officer at the time of grant. |
2023 Grants of Long-Term Incentive Awards to Each NEO
| (2) In connection with his termination from the Company effective December 31, 2023, Mr. Harvey forfeited his 2023 LTI awards. |
2023 Grants of Long-Term Incentive Awards to Each NEO
| (3) Mr. Hastings received a pro rata 2023 LTI award grant on September 15, 2023 upon joining the Company. |
2023 Grants of Long-Term Incentive Awards to Each NEO
| (4) In connection with her resignation from the Company effective August 1, 2023, Ms. Thomas forfeited her 2023 LTI awards. |
2023 Grants of Long-Term Incentive Awards to Each NEO
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2023 Grants of Long-Term Incentive Awards to Each NEO
Executive Compensation | Compensation Discussion and Analysis | Executive Compensation Process and 2023 Executive Compensation (continued)
PRSU Metrics
| • | Relative TSR (35%): Relative TSR means Alcoa’s total shareholder return relative to performance of peers in the S&P Metals and Mining Select Industry Index over the performance period with the payout achievement scale as follows: |
2021 PRSUs—Performance Targets and Achievement
| Payout Based on Three-Year Performance Period (January 1, 2021—December 31, 2023) | | | | | Target Opportunity (Number of PRSUs)x | % Achievement Based on Alcoa Performance (Relative to Targets) | = | Potential Payout based on Performance |
2021 PRSUs—Performance Targets and Achievement
| (1) Please see “Attachment A—Additional Information Regarding Performance Measures” for additional description of these measures and reconciliations of the non-GAAP financial measures against the most directly comparable GAAP financial measures. |
2021 PRSUs—Performance Targets and Achievement
| (2) Relative TSR, which was determined by ranking the Company’s TSR relative to peers’ TSR in the S&P Metals and Mining Select Industry Index, based on the average closing price per share for Alcoa and the index for the number of active trading days in December as measured at the beginning and at the end of the performance period (assuming all dividends are reinvested). |
PRSUs—2021 Award Payouts
PRSUs—2021 Award Payouts The three-year performance period applicable to the 2021 PRSU awards ended on December 31, 2023 and, as described in the table above, the Committee determined that the awards were earned at 103.5% of target (rounded up to the nearest whole share) based on the performance results.
PRSUs—2021 Award Payouts
| Named Executive Officer | 2021 PRSU Grants (Target) | Performance Period Results | Total Earned Shares for the 2021 PRSU Grants | | William F. Oplinger | 63,670 | 103.5% | 65,899 | | Roy C. Harvey | 282,960 | 103.5% | 292,864 | | Molly S. Beerman | 11,260 | 103.5% | 11,655 | | Renato Bacchi | 11,260 | 103.5% | 11,655 | | Tammi A. Jones | 32,160 | 103.5% | 33,286 | | Andrew Hastings(1) | — | — | — | | Jeffrey D. Heeter | 35,370 | 103.5% | 36,608 | | Kelly R. Thomas(1) | — | — | — |
PRSUs—2021 Award Payouts
| (1) Mr. Hastings and Ms. Thomas were not employees of the Company at the time of the 2021 PRSU grants. |
PRSUs—2021 Award Payouts
| | 57 |
PRSUs—2021 Award Payouts
Executive Compensation | Compensation Discussion and Analysis | Other Compensation Plans and Arrangements of Alcoa (continued)
Change in Control Severance Plan
Change in Control Severance Plan We maintain the CIC Severance Plan. The CEO, CFO, General Counsel, the other current NEOs, and other officers designated by the Committee are eligible to participate in the CIC Severance Plan. Under the CIC Severance Plan, an eligible employee who incurs a qualifying termination of employment, which is generally a termination without cause or resignation for good reason within 24 months following, or three months preceding, a change in control, will generally be entitled to receive:
Change in Control Severance Plan
| • | cash severance equal to three times, in the case of the CEO, CFO and General Counsel, and such other persons or positions as may be designated by the Committee from time to time (the “Tier I Employees”), and two times, in the case of other participants, the sum of the employee’s annual base salary and his or her target annual incentive compensation with respect to the year of the change in control; |
Change in Control Severance Plan
| • | a pro-rated target annual bonus; |
Change in Control Severance Plan
| • | continued life, accident and health benefits for up to three years, in the case of Tier I Employees, and up to two years, in the case of other participants, following the qualifying termination of employment; |
Change in Control Severance Plan
| • | a cash lump sum amount representing the estimated equivalent of three years, in the case of Tier I Employees, and two years, in the case of other participants, additional retirement benefits under the Company defined contribution plans in which the officer participates; and |
Change in Control Severance Plan
| • | reasonable outplacement services for a period of up to twelve months. |
Change in Control Severance Plan
In addition, an eligible employee will be entitled to receive benefits under Alcoa’s post-retirement health care plan if the employee would have become entitled to benefits under this plan had he or she remained employed during the three years, in the case of Tier I Employees, and two years in the case of other participants, following the qualifying termination. If amounts payable to an officer under the CIC Severance Plan would be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such amounts will be reduced if necessary to maximize the after-tax payment to the officer.
Severance Agreements
Severance Agreements Alcoa has entered into severance agreements with each of the CEO and CFO (together, the “CEO/CFO Severance Agreements”) and other NEOs (collectively, the “Officer Severance Agreements”), for the purpose of providing severance benefits to such officers upon a qualifying termination of employment that occurs other than in connection with a change in control. Payment is generally contingent upon the officer’s execution of a release of claims. Under the CEO/CFO Severance Agreements, such officer will receive a payment of $50,000 upon a voluntary resignation where such officer provides three months’ notice to Alcoa and executes a release of claims. Upon an involuntary termination without cause, such officer is generally entitled to receive the greater of (i) amounts under the applicable company involuntary severance policy, to which such officer would otherwise be entitled if a participant, or (ii) the following: (a) cash severance equal to two times the officer’s annual base salary, (b) a pro-rated annual bonus for the year in which the termination occurs, (c) reasonable outplacement services for a period of up to twelve months, (d) $50,000 in consideration for the execution of a release of claims, (e) continued health benefits for two years following termination, and (f) a cash lump sum amount designed to provide two years of additional retirement benefits under the Company defined contribution plans in which the officer participates. Under the Officer Severance Agreements, upon an involuntary termination of the officer’s employment without cause, the officer is generally entitled to receive the greater of (i) amounts under the applicable company involuntary severance policy, to which such officer would otherwise be entitled if a participant, or (ii) the following: (a) cash severance equal to the officer’s annual base salary, (b) a pro-rated annual bonus for the year in which the termination occurs, (c) reasonable outplacement services for a period of up to twelve months, (d) continued health benefits for one year following termination, and (e) a cash lump sum amount designed to provide one year of additional retirement benefits under the Company defined contribution plan in which the officer participates. Each executive severance agreement contains a provision limiting the aggregate cash payouts thereunder to 2.99 times base salary plus incentive bonus.
Severance Agreements
| 58 | |
Severance Agreements
Executive Compensation | Compensation Discussion and Analysis | Other Compensation Plans and Arrangements of Alcoa (continued)
Severance Policy
Severance Policy We maintain a Severance Policy, which generally provides that the Company, after October 15, 2023, will not enter into any new severance arrangements or amend to materially increase any existing severance arrangements with or covering any executive officer of the Company that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target annual incentive bonus, without submitting such new or amended severance arrangements to the Company’s stockholders for ratification, on an advisory basis.
Other Officer Arrangements
Other Officer Arrangements Effective August 1, 2023, Ms. Thomas voluntarily resigned from the Company. Ms. Thomas did not receive any payments or benefits in connection with her departure. Effective September 1, 2023, Mr. Heeter retired from the Company. At the time of his retirement, Mr. Heeter was eligible for retirement benefits as he satisfied the retirement eligibility criteria under the 2016 Stock Incentive Plan (age 55 and 10 years of service with the Company). Pursuant to the applicable terms and conditions of his outstanding unvested equity incentive awards, following his retirement, his outstanding unvested RSUs and PRSUs will continue to vest on their original stated vesting schedules (subject to the achievement of applicable performance goals, in the case of his PRSUs). Mr. Heeter did not receive any additional payments or benefits in connection with his retirement. Please see “Potential Payments Upon Termination or Change in Control—NEO Departures” for additional information. All payments and benefits received by Mr. Heeter in connection with his retirement were made in accordance with the terms and conditions of the applicable agreements, Effective December 31, 2023, Mr. Harvey was involuntarily terminated without cause. He ceased serving in his position as President and Chief Executive Officer of the Company effective September 24, 2023, and subsequently remained an employee of the Company, serving as Strategic Advisor to the CEO from September 24, 2023 through December 31, 2023 in order to provide for an orderly transition of his duties to Mr. Oplinger. In connection with his termination and following his execution and non-revocation of releases of claims against the Company, Mr. Harvey received or will receive certain payments and benefits pursuant to the terms and conditions of his Amended and Restated Executive Severance Agreement with the Company and applicable terms and conditions of awards. Please see “Potential Payments Upon Termination or Change in Control—NEO Departures” for additional information.
Sign-On and Retention Bonus for Mr. Hastings
Sign-On and Retention Bonus for Mr. Hastings In connection with inducing Mr. Hastings to accept our offer of employment, we paid him a sign-on and retention bonus of $100,000 in September 2023. If Mr. Hastings voluntarily terminates his employment with Alcoa for any reason prior to September 1, 2024, he must reimburse Alcoa for the bonus payment. His other compensatory arrangements with the Company are described in this CD&A.
Double-Trigger Termination and Change in Control Terms in Annual Incentive and LTI Awards
Double-Trigger Termination and Change in Control Terms in Annual Incentive and LTI Awards
Change in Control Provisions in the Annual Incentive Plan
Change in Control Provisions in the Annual Incentive Plan In the event of a change in control, officers and other key employees receiving compensation pursuant to the Annual Incentive Plan, at the discretion of the Committee, are paid a pro-rata portion of target annual incentive compensation for the calendar year for which awards were made, based on the days of service during such calendar year from the beginning of the calendar year through the date of the change in control.
Change in Control Provisions in the 2016 Stock Incentive Plan
Change in Control Provisions in the 2016 Stock Incentive Plan The 2016 Stock Incentive Plan provides for double-trigger equity vesting in the event of a change in control (as defined in the 2016 Stock Incentive Plan). This generally means that if outstanding awards under the 2016 Stock Incentive Plan are replaced by the acquirer or related entity in a change in control of Alcoa, those replacement awards will not immediately vest on a “single trigger” basis, but rather vesting would accelerate only if the participant is terminated without cause or resigns for good reason (as those terms are defined in the CIC Severance Plan) within 24 months following, or three months preceding, the change in control.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by, or paid to, our NEOs for the years indicated below.
2023 Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | William F. Oplinger | 2023 | $862,258 | $0 | $2,464,324 | $0 | $1,000,000 | $321,426 | $58,425 | $4,706,433 | | President and | 2022 | $708,747 | $0 | $2,357,144 | $0 | $425,248 | $0 | $72,302 | $3,563,441 | | Chief Executive Officer | 2021 | $688,540 | $0 | $2,725,775 | $0 | $1,091,335 | $0 | $58,719 | $4,564,369 | | Roy C. Harvey | 2023 | $1,196,103 | $0 | $8,759,831 | $0 | $1,361,764 | $412,821 | $2,823,801 | $14,554,320 | | Former President and | 2022 | $1,148,333 | $0 | $10,474,101 | $0 | $1,033,500 | $0 | $181,475 | $12,837,409 | | Chief Executive Officer | 2021 | $1,095,333 | $0 | $12,113,517 | $0 | $2,604,155 | $0 | $147,364 | $15,960,369 | | Molly S. Beerman | 2023 | $618,864 | $0 | $1,971,119 | $0 | $516,690 | $0 | $60,220 | $3,166,893 | | Executive Vice President and | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | Renato Bacchi | 2023 | $502,500 | $0 | $1,369,606 | $0 | $320,374 | $0 | $55,065 | $2,247,545 | | Executive Vice President and | | | | | | | | | | | Chief Commercial Officer | | | | | | | | | | | Tammi A. Jones | 2023 | $453,282 | $0 | $1,095,240 | $0 | $322,539 | $0 | $69,864 | $1,940,925 | | Executive Vice President and | | | | | | | | | | | Chief Human Resources Officer | | | | | | | | | | | Andrew Hastings | 2023 | $191,667 | $100,000 | $386,755 | $0 | $128,018 | $0 | $14,375 | $820,815 | | Executive Vice President and | | | | | | | | | | | General Counsel | | | | | | | | | | | Jeffrey D. Heeter | 2023 | $380,406 | $0 | $1,095,240 | $0 | $230,983 | $206,165 | $39,126 | $1,951,920 | | Former Executive Vice | 2022 | $549,592 | $0 | $1,309,797 | $0 | $263,804 | $0 | $62,593 | $2,185,786 | | President and General Counsel | 2021 | $523,422 | $0 | $1,514,190 | $0 | $557,507 | $0 | $59,306 | $2,654,425 | | Kelly R. Thomas | 2023 | $290,625 | $0 | $1,369,606 | $0 | $0 | $0 | $32,923 | $1,693,154 | | Former Executive Vice President and | 2022 | $395,625 | $300,000 | $1,147,082 | $0 | $222,539 | $0 | $26,813 | $2,092,059 | | Chief Commercial Officer | | | | | | | | | |
Notes to 2023 Summary Compensation Table
| (6) Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts shown for 2023 reflect the aggregate positive change in the actuarial present value of each NEO’s accumulated benefit under all defined benefit plans, including supplemental plans, from December 31, 2022 to December 31, 2023. Pension values may fluctuate significantly based on a number of factors, including eligibility for retirement and discount and mortality rate assumptions used for measurement of pension obligations from 2022 to 2023. Assumptions used are further described under “2023 Pension Benefits.” For years in which the change in present value is negative (less than zero), zero is reflected in the SCT. This column reflects the 2023 change in present value of pension benefits. Mr. Bacchi, Ms. Beerman, Mr. Hastings, Ms. Jones, and Ms. Thomas are not participants in the pension plan. Alcoa does not provide above-market or preferential earnings on deferred compensation. |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table provides information on equity and non-equity plan-based awards granted by Alcoa in 2023.
2023 Grants of Plan-Based Awards
| Name | Award | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | William F. Oplinger | IC(1) | — | $0 | $1,293,387 | $2,586,774 | — | — | — | — | — | — | — | | | RSU(2) | 1/25/2023 | — | — | — | — | — | — | 17,250 | — | — | $900,278 | | | PRSU(3) | 2/22/2023 | — | — | — | — | 27,570 | 55,140 | — | — | — | $1,564,046 | | Roy C. Harvey | IC(1) | — | $0 | $1,794,155 | $3,588,310 | — | — | — | — | — | — | — | | | RSU(2) | 1/25/2023 | — | — | — | — | — | — | 61,320 | — | — | $3,200,291 | | | PRSU(3) | 2/22/2023 | — | — | — | 0 | 98,000 | 196,000 | — | — | — | $5,559,540 | | Molly S. Beerman | IC(1) | — | $0 | $618,864 | $1,237,728 | — | — | — | — | — | — | — | | | RSU(2) | 1/25/2023 | — | — | — | — | — | — | 13,800 | — | — | $720,222 | | | PRSU(3) | 2/22/2023 | — | — | — | 0 | 22,050 | 44,100 | — | — | — | $1,250,897 | | Renato Bacchi | IC(1) | — | $0 | $402,000 | $804,000 | — | — | — | — | — | — | — | | | RSU(2) | 1/25/2023 | — | — | — | — | — | — | 9,590 | — | — | $500,502 | | | PRSU(3) | 2/22/2023 | — | — | — | 0 | 15,320 | 30,640 | — | — | — | $869,104 | | Tammi A. Jones | IC(1) | — | $0 | $339,962 | $679,924 | — | — | — | — | — | — | — | | | RSU(2) | 1/25/2023 | — | — | — | — | — | — | 7,670 | — | — | $400,297 | | | PRSU(3) | 2/22/2023 | — | — | — | 0 | 12,250 | 24,500 | — | — | — | $694,943 | | Andrew Hastings | IC(1) | — | $0 | $153,333 | $306,666 | — | — | — | — | — | — | — | | | RSU(2) | 9/15/2023 | — | — | — | — | — | — | 5,550 | — | — | $160,118 | | | PRSU(3) | 9/15/2023 | — | — | — | 0 | 8,320 | 16,640 | — | — | — | $226,637 | | Jeffrey D. Heeter | IC(1) | — | $0 | $304,325 | $608,650 | — | — | — | — | — | — | — | | | RSU(2) | 1/25/2023 | — | — | — | — | — | — | 7,670 | — | — | $400,297 | | | PRSU(3) | 2/22/2023 | — | — | — | 0 | 12,250 | 24,500 | — | — | — | $694,943 | | Kelly R. Thomas | IC(1) | — | $0 | $232,500 | $465,000 | — | — | — | — | — | — | — | | | RSU(2) | 1/25/2023 | — | — | — | — | — | — | 9,590 | — | — | $500,502 | | | PRSU(3) | 2/22/2023 | — | — | — | 0 | 15,320 | 30,640 | — | — | — | $869,104 |
2023 Grants of Plan-Based Awards
| (1) Represent threshold, target, and maximum annual cash incentive amounts that could have been earned based on Company performance pursuant to 2023 awards granted under the Annual Incentive Plan. The amounts of annual cash incentive awards earned in 2023 by our NEOs were determined in January 2024 and paid in February 2024, and are included in the “Non-Equity Incentive Plan Compensation” column of the SCT. For additional information, please see “2023 Annual Incentive Compensation” in the CD&A. |
2023 Grants of Plan-Based Awards
| (2) Reflects the number of RSUs granted under the Company’s 2016 Stock Incentive Plan. Grant date fair values are determined in accordance with ASC Topic 718, excluding the effect of forfeitures. See “2023 Equity Awards: PRSUs and RSUs” in the CD&A. Mr. Harvey and Ms. Thomas forfeited their respective 2023 RSU awards in connection with their departures from the Company. |
2023 Grants of Plan-Based Awards
| (3) Reflects the threshold, target, and maximum numbers of PRSU awards granted in 2023 under the Company’s 2016 Stock Incentive Plan for the 2023-2025 performance period. Grant date values are determined in accordance with ASC Topic 718, excluding the effect of forfeitures. See “2023 Equity Awards: PRSUs and RSUs” in the CD&A. Mr. Harvey and Ms. Thomas forfeited their respective 2023 PRSU awards in connection with their departures from the Company. |
2023 Grants of Plan-Based Awards
| 64 | |
2023 Outstanding Equity Awards at Fiscal Year-End
2023 Outstanding Equity Awards at Fiscal Year-End The following table provides information on outstanding Alcoa equity awards held by the NEOs at December 31, 2023.
2023 Outstanding Equity Awards at Fiscal Year-End
| Name | | Option Awards | | | | Stock Awards | | | | | | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested* ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested* ($) | | William F. Oplinger | 1/24/2018 | 18,770 | 0 | 53.30 | 1/24/2028 | 137,459 | $4,673,606 | 45,350 | $1,541,900 | | Roy C. Harvey(1) | — | — | — | — | — | 510,692 | $17,363,528 | 51,991 | $1,767,694 | | Molly S. Beerman | — | — | — | — | — | 42,785 | $1,454,690 | 25,510 | $867,340 | | Renato Bacchi | — | — | — | — | — | 50,355 | $1,712,070 | 25,200 | $856,800 | | Tammi A. Jones | — | — | — | — | — | 68,986 | $2,345,524 | 22,130 | $752,420 | | Andrew Hastings | — | — | — | — | — | 5,550 | $188,700 | 8,320 | $282,880 | | Jeffrey D. Heeter | — | — | — | — | — | 74,448 | $2,531,232 | 22,130 | $752,420 | | Kelly R. Thomas (1) | — | — | — | — | — | — | — | — | — |
2023 Outstanding Equity Awards at Fiscal Year-End
| * Calculated by multiplying the number of shares by the closing price per share of Alcoa’s common stock on December 29, 2023, which was $34.00. |
2023 Outstanding Equity Awards at Fiscal Year-End
| (1) In connection with Mr. Harvey’s termination of employment with Alcoa, he forfeited his RSU and PRSU awards granted in 2023, as of January 1, 2024, and therefore such amounts are not reflected in the table. Ms. Thomas voluntarily resigned from the Company effective August 1, 2023; as a result, Ms. Thomas forfeited her unvested RSUs and PRSUs. |
2023 Outstanding Equity Awards at Fiscal Year-End
| (2) Time-vested options have a term of ten years and vested ratably over three years beginning on the first anniversary of the date of grant. |
2023 Outstanding Equity Awards at Fiscal Year-End
| (3) Stock awards in this column include PRSU awards, which are deemed to be earned because the performance condition has been achieved, but which had not vested as of December 31, 2023, and RSU awards. The 2021 PRSU awards had performance criteria established at the beginning of the three-year performance period that ended December 31, 2023. All RSUs cliff-vest three years from the date of grant. See the “Unvested RSUs/Earned but not Vested PRSUs” column in the table that follows footnote 4. |
2023 Outstanding Equity Awards at Fiscal Year-End
| 65 | |
2023 Outstanding Equity Awards at Fiscal Year-End
| (4) Stock awards in this column include unearned PRSU awards (at the target amount for the 2022 and 2023 PRSU grants) and for which the performance period has not ended. See the “Unearned PRSUs” column in the table that follows. |
2023 Outstanding Equity Awards at Fiscal Year-End
| Name | Award | Grant Date | Unvested RSUs/Earned but not Vested PRSUs | Unearned PRSUs | PRSU/RSU Vesting Date | | William F. Oplinger | | | | | | | | RSU | 1/25/2023 | 17,250 | — | 1/25/2026 | | | RSU | 1/26/2022 | 11,860 | — | 1/26/2025 | | | RSU | 1/27/2021 | 42,450 | — | 1/27/2024 | | | PRSU | 2/22/2023 | — | 27,570 | 2/22/2026 | | | PRSU | 1/26/2022 | — | 17,780 | 1/26/2025 | | | PRSU | 1/27/2021 | 65,899 | — | 1/27/2024 | | Total | | | 137,459 | 45,350 | | | Roy C. Harvey | | | | | | | | RSU | 1/26/2022 | 33,839 | — | 1/26/2025 | | | RSU | 1/27/2021 | 183,989 | — | 1/27/2024 | | | PRSU | 1/26/2022 | — | 51,991 | 1/26/2025 | | | PRSU | 1/27/2021 | 292,864 | — | 1/27/2024 | | Total | | | 510,692 | 51,991 | | | Molly S. Beerman | | | | | | | | RSU | 1/25/2023 | 13,800 | — | 1/25/2026 | | | RSU | 1/26/2022 | 2,310 | — | 1/26/2025 | | | RSU | 1/27/2021 | 15,020 | — | 1/27/2024 | | | PRSU | 2/22/2023 | — | 22,050 | 2/22/2026 | | | PRSU | 1/26/2022 | — | 3,460 | 1/26/2025 | | | PRSU | 1/27/2021 | 11,655 | — | 1/27/2024 | | Total | | | 42,785 | 25,510 | | | Renato Bacchi | | | | | | | | RSU | 1/25/2023 | 9,590 | — | 1/25/2026 | | | RSU | 1/26/2022 | 6,590 | — | 1/26/2025 | | | RSU | 1/27/2021 | 22,520 | — | 1/27/2024 | | | PRSU | 2/22/2023 | — | 15,320 | 2/22/2026 | | | PRSU | 1/26/2022 | — | 9,880 | 1/26/2025 | | | PRSU | 1/27/2021 | 11,655 | — | 1/27/2024 | | Total | | | 50,355 | 25,200 | | | Tammi A. Jones | | | | | | | | RSU | 1/25/2023 | 7,670 | — | 1/25/2026 | | | RSU | 1/26/2022 | 6,590 | — | 1/26/2025 | | | RSU | 1/27/2021 | 21,440 | — | 1/27/2024 | | | PRSU | 2/22/2023 | — | 12,250 | 2/22/2026 | | | PRSU | 1/26/2022 | — | 9,880 | 1/26/2025 | | | PRSU | 1/27/2021 | 33,286 | — | 1/27/2024 | | Total | | | 68,986 | 22,130 | | | Andrew Hastings | | | | | | | | RSU | 9/15/2023 | 5,550 | — | 9/15/2026 | | | PRSU | 9/15/2023 | — | 8,320 | 9/15/2026 | | Total | | | 5,550 | 8,320 | | | Jeffrey D. Heeter | | | | | | | | RSU | 1/25/2023 | 7,670 | — | 1/25/2026 | | | RSU | 1/26/2022 | 6,590 | — | 1/26/2025 | | | RSU | 1/27/2021 | 23,580 | — | 1/27/2024 | | | PRSU | 2/22/2023 | — | 12,250 | 2/22/2026 | | | PRSU | 1/26/2022 | — | 9,880 | 1/26/2025 | | | PRSU | 1/27/2021 | 36,608 | — | 1/27/2024 | | Total | | | 74,448 | 22,130 | |
2023 Outstanding Equity Awards at Fiscal Year-End
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2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table sets forth the actual value received by the NEOs upon exercise of stock options or vesting of stock awards in 2023.
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | William F. Oplinger | 9,807 | $245,911 | 144,675 | $7,533,301 | | Roy C. Harvey | — | — | 723,293 | $37,662,228 | | Molly S. Beerman | — | — | 31,666 | $1,648,865 | | Renato Bacchi | — | — | 44,566 | $2,316,440 | | Tammi A. Jones | — | — | 14,034 | $726,260 | | Andrew Hastings(3) | — | — | — | — | | Jeffrey D. Heeter | — | — | 90,430 | $4,708,735 | | Kelly R. Thomas(3) | — | — | — | — |
2023 Option Exercises and Stock Vested
| (1) Reflects vesting of 2020 grants of RSU and PRSU awards for Messrs. Oplinger, Harvey, Bacchi, and Heeter, and Mses. Beerman and Jones upon completion of the three-year vesting period. |
2023 Option Exercises and Stock Vested
| (2) For each NEO, amounts were calculated using the closing price per share of Alcoa stock of $51.75 on January 23, 2023, the vesting date for the 2020 grants of RSUs and $52.19 on January 25, 2023, the vesting date for the 2020 grants of PRSUs. |
2023 Option Exercises and Stock Vested
| (3) Neither Mr. Hastings nor Ms. Thomas was an employee at the time that the 2020 equity awards were granted and they do not hold any stock options. |
2023 Pension Benefits
2023 Pension Benefits The following table contains information with respect to each plan that provides for specified retirement payments or benefits primarily following retirement, including tax-qualified defined benefit plans and non-qualified defined benefit plans, but excluding defined contribution plans. Effective December 31, 2020, eligible salaried employees, including participating NEOs, in the United States and Canada ceased accruing retirement benefits for future service under the following defined benefit pension plans.
2023 Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#)(2) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | William F. Oplinger | Pension Plan for Certain Salaried Employees of Alcoa USA (Rule IM) | 20.8 | $618,928 | N/A | | | Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C | 20.8 | $2,511,991 | N/A | | Roy C. Harvey | Pension Plan for Certain Salaried Employees of Alcoa USA (Rule IM) | 18.9 | $393,541 | N/A | | | Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C | 18.9 | $2,868,190 | N/A | | Molly S. Beerman(1) | N/A | N/A | N/A | N/A | | Renato Bacchi(1) | N/A | N/A | N/A | N/A | | Tammi A. Jones(1) | N/A | N/A | N/A | N/A | | Andrew Hastings(1) | N/A | N/A | N/A | N/A | | Jeffrey D. Heeter | Pension Plan for Certain Salaried Employees of Alcoa USA (Rule IC) | 22.8 | $948,922 | N/A | | | Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C | 22.8 | $1,541,423 | N/A | | Kelly R. Thomas(1) | N/A | N/A | N/A | N/A |
2023 Pension Benefits
| (1) Ms. Beerman, Mr. Bacchi, Ms. Jones, Mr. Hastings, and Ms. Thomas are not eligible to participate in Alcoa’s defined benefit plans. |
2023 Pension Benefits
| (2) “Number of Years Credited Service” includes years of credited service under the Alcoa Inc. Predecessor Retirement Plan. |
2023 Pension Benefits
The present value calculations are based on mortality assumptions, as discussed in Note O to the Consolidated Financial Statements in Part II, Item 8 of the 2023 Form 10-K, and discount rates of 5.22% for the Pension Plan for Certain Salaried Employees of Alcoa USA Corp. and 5.24% for the Alcoa USA Corp. Nonqualified Supplemental Retirement Plan. A certain
2023 Pension Benefits
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2023 Pension Benefits
percentage of participants are assumed to elect a lump sum form of payment from the qualified pension plan and the remainder are assumed to elect an annuity. The lump sum present value calculation is based on Code Section 417(e) segment rates of 5.50%, 5.76%, and 5.83% and the 2024 Code Section 417(e) lump sum mortality table. Mr. Oplinger and Mr. Heeter are eligible for reduced early retirement benefits on December 31, 2023, as they have satisfied the retirement criteria under the plan. For the purposes of this table, Mr. Harvey and Mr. Oplinger are assumed to commence benefits at age 65 and Mr. Heeter is assumed to commence benefits at age 62. Qualified Defined Benefit Plan. The Pension Plan for Certain Salaried Employees of Alcoa USA Corp. (the “Plan”) is a funded, tax-qualified, non-contributory defined benefit pension plan that covers a majority of U.S. salaried employees hired before March 1, 2006. In anticipation of Separation, Alcoa Inc. spun off certain assets and liabilities from Alcoa Retirement Plan I (the “Predecessor Retirement Plan”) attributable to employees, including Messrs. Harvey, Oplinger, and Heeter, to form the Plan. The Plan is intended as a continuation of the Predecessor Retirement Plan for the participants covered by the Plan and recognizes elections, years of service, and retirements under the Predecessor Retirement Plan for affected employees and former employees. Benefits under the Plan are based upon years of service and Average Final Compensation. Average Final Compensation includes salary plus annual cash incentive compensation amounts that have not been deferred. The base benefit payable at age 65 is 1.1% of Average Final Compensation up to the Social Security covered compensation plus 1.475% of Average Final Compensation above the Social Security covered compensation, times years of service. No further benefits accrue under the Plan after December 31, 2020. The Plan reflects the compensation limit imposed by the Code, which was $285,000 for 2020. Service for determining retirement eligibility is unaffected. Early retirement benefits are available for employees covered by Rule IC or Rule IM (each as explained below) who leave the Company at age 55 with 10 or more years of service, however benefits are reduced from age 62 (Rule IC) or age 65 (Rule IM) based on age at commencement. Effective January 1, 2018, participants accruing service on or after January 1, 2018 have a lump sum form of payment available along with all other existing forms of payment (single life, 50% joint and survivor, and 75% joint and survivor monthly annuities, as applicable). The lump sum form of payment is available to vested participants as an immediate lump sum payment or actuarially equivalent annuity following termination with the following exceptions. The lump sum form of payment is not available to disability retirements or other restricted retirement types. For Rule IC participants who retire prior to age 62 with 30 or more years of service, the benefit payable until age 62 is determined by a different formula of 1.5% of Average Final Compensation up to $100,000, plus 1% of Average Final Compensation above $100,000, multiplied by service. This benefit payable until age 62 is not reduced for early commencement. Average Final Compensation is calculated using the average of the highest five of the last ten years of earnings, in the case of Mr. Heeter, and the average of the highest consecutive five of the last ten years of earnings for Messrs. Harvey and Oplinger. Nonqualified Defined Benefit Plans. Effective as of August 1, 2016, Alcoa USA Corp. adopted and is the sponsor of the Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C (the “Nonqualified Pension Plan”). The Nonqualified Pension Plan is intended as a continuation of the Alcoa Inc. Employees’ Excess Benefits Plan C (the “Predecessor Excess Benefit Plan”), which Alcoa Inc. separated into two separate plans: the Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C and the Predecessor Excess Benefit Plan (renamed Arconic Employees’ Excess Benefits Plan C), in anticipation of Separation. This Nonqualified Pension Plan recognizes retirements and service accrued under the Predecessor Excess Benefit Plan for affected employees and former employees. Messrs. Harvey, Oplinger, and Heeter participate in the Nonqualified Pension Plan. This plan provides for benefits that exceed the limits on compensation imposed by the Code and base salary and incentive compensation that has been deferred to the Alcoa USA Corp. Deferred Compensation Plan. The benefit formula is identical to the Pension Plan for Certain Salaried Employees of Alcoa USA Corp formula and no further benefits accrue under the Plan after December 31, 2020. Benefits under the nonqualified plan are payable as a reduced 50% joint and survivor annuity if the executive is married. Otherwise, the benefit is payable as a single life annuity.
2023 Pension Benefits
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2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation The following table sets forth information concerning each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax qualified.
2023 Nonqualified Deferred Compensation
| Name | Executive Contributions in 2023 ($)(1) | Registrant Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2023 ($)(4) | | William F. Oplinger | $0 | $28,725 | $196,030 | $0 | $2,013,785 | | Roy C. Harvey | $51,966 | $108,954 | $17,161 | $0 | $836,385 | | Molly S. Beerman | $134,916 | $30,520 | $72,273 | $0 | $668,225 | | Renato Bacchi | $12,675 | $23,323 | $39,742 | $0 | $339,257 | | Tammi A. Jones | $0 | $0 | $0 | $0 | $0 | | Andrew Hastings | $0 | $0 | $0 | $0 | $0 | | Jeffrey D. Heeter | $166,139 | $9,426 | $90,379 | $0 | $1,208,893 | | Kelly R. Thomas | $0 | $5,585 | $927 | $0 | $9,110 |
2023 Nonqualified Deferred Compensation
| (1) The amounts in this column were contributed by the NEOs into their accounts under the deferred compensation plan, which amounts are reflected in the “Salary” column of the 2023 row of the SCT. |
2023 Nonqualified Deferred Compensation
| (2) 2023 contributions under the deferred compensation plan are also included in the “All Other Compensation” column of the SCT for each applicable NEO as detailed in Note 6 to the SCT. |
2023 Nonqualified Deferred Compensation
| (3) These amounts are not included in the SCT because they are not above market. |
2023 Nonqualified Deferred Compensation
| (4) This column includes NEOs’ and Alcoa’s contributions, which amounts for 2023 are also included in the “Salary” and “All Other Compensation” columns, as applicable, of the SCT. The following amounts included in this column were previously reported in the SCT for 2016 through 2022 (except for Ms. Beerman, Mr. Bacchi, Ms. Jones, and Mr. Hastings, who were not NEOs prior to 2023): Mr. Oplinger, $477,960; Mr. Harvey, $799,849; Mr. Heeter, $885,974; and Ms. Thomas, $8,303. |
2023 Nonqualified Deferred Compensation
The investment options under the Alcoa USA Corp. Deferred Compensation Plan are generally the same choices available to all salaried employees under the relevant defined contribution plans, and the NEOs did not receive preferential earnings on their investments. The NEOs may defer up to 25% of their base salaries in total to the defined contribution plan and deferred compensation plan and up to 100% of their annual IC to the deferred compensation plan. To the extent the executive elects, the employer contributes matching contributions and ERIC on employee base salary deferrals that exceed the limits on compensation imposed by the Code. The principal benefit to the NEOs of the Alcoa USA Corp. Deferred Compensation Plan is that United States taxes are deferred until the deferred amount and credited earnings are withdrawn, so that savings accumulate on a pretax basis. Alcoa also benefits from this arrangement because it does not use its cash to pay the deferred salaries or incentive compensation of the individuals who have deferred receipt of these amounts. Alcoa may use this cash for other purposes until the deferred account is paid to the individual upon termination of employment. All nonqualified pension and deferred compensation are general unsecured liabilities of Alcoa until paid. Upon termination of employment, deferred compensation will be paid in cash in a lump sum or in up to ten annual installments, depending on the individual’s election, account balance and retirement eligibility.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Except as otherwise provided, the following narrative and tables set forth the potential payments and the value of other additional benefits that would vest or otherwise accelerate vesting at, following, or in connection with any termination, including without limitation, resignation, retirement or a constructive termination of an NEO, or a “change in control” of Alcoa, or a change in the NEOs’ responsibilities, as such scenarios contemplated in the contracts, agreements, plans or arrangements described below. The tables assume that employment termination and/or the change in control occurred on December 29, 2023 and a valuation of our common stock based on its closing price per share on December 29, 2023 of $34.00. The tables also assume that each executive will take all action necessary or appropriate for such person to receive the maximum available
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
benefit, such as execution of a release of claims and compliance with restrictive covenants described below. Actual amounts payable can only be determined at the time of such NEO’s separation from the Company. A description of some elements of the plans, arrangements and agreements covered by the following tables and which provide for payments or benefits in connection with a termination of employment or change in control are also described under “Compensation Discussion and Analysis.” The footnotes to the tables describe the assumptions that were used in calculating the amounts described below. Potential Payments upon a Change in Control. Alcoa maintains the CIC Severance Plan, which is designed to retain eligible key executives designated by the Compensation Committee during the period when a transaction is being negotiated, or during a period in which a hostile takeover is being attempted, and to allow for the impartiality of the key negotiators for Alcoa. The CIC Severance Plan provides participating officers with severance compensation if their employment is terminated without cause or if they leave for good reason, in either case within two years after a change in control of Alcoa, or in certain limited circumstances, prior to a change in control. Under the CIC Severance Plan, a “change in control” is defined as:
Potential Payments Upon Termination or Change in Control
| • | Any person acquiring 30% or more of Alcoa’s voting power if certain conditions are met; or |
Potential Payments Upon Termination or Change in Control
| • | a majority of the Board is replaced during any 12-month period by directors whose appointment (i) is not endorsed by a majority of the Board before such date, and/or (ii) is in connection with an election contest or through the use of the Company’s proxy access procedures; or |
Potential Payments Upon Termination or Change in Control
| • | Any person acquires (or has acquired within 12 months) assets of the Company that have a total gross fair market value of more than 40% of the total gross fair market value of Alcoa’s assets immediately before such transaction(s); or |
Potential Payments Upon Termination or Change in Control
| • | The consummation of liquidation or dissolution of the Company. |
Potential Payments Upon Termination or Change in Control
In general, the CIC Severance Plan provides for the payment of severance benefits if a change in control occurs, and within the 24 months following, or three months preceding, either:
Potential Payments Upon Termination or Change in Control
| 1. | The Company terminates the executive’s employment with the Company without “cause,” which is defined to mean intentional failure to perform stated duties after 30 days’ notice to cure, or willful engagement in conduct materially injurious to the Company; or |
Potential Payments Upon Termination or Change in Control
| 2. | The executive terminates employment with the Company for “good reason,” which is defined to mean: The assignment of duties materially inconsistent with the position or a substantial adverse alteration in the nature and status of the position; or |
Potential Payments Upon Termination or Change in Control
| • | Material reduction in total compensation and benefits; or |
Potential Payments Upon Termination or Change in Control
| • | Relocation of more than 50 miles from principal job location; or |
Potential Payments Upon Termination or Change in Control
| • | Failure to pay compensation to the eligible employee within 14 days of when such compensation is due |
Potential Payments Upon Termination or Change in Control
The CIC Severance Plan provides a higher level of benefits for Alcoa’s CEO, CFO and General Counsel, and such other persons or positions that may be designated by the Committee from time to time, than for other participating officers as a result of the Committee’s determination of the importance of the foregoing roles in the event of a potential change in control transaction. Please see “Other Compensation Plans and Arrangements of Alcoa—Change in Control Severance Plan” in the “Compensation Discussion and Analysis” section for information. Messrs. Oplinger and Hastings and Ms. Beerman would receive a lump sum amount designed to provide three years of ERIC to the defined contribution plan. ERIC is an employer contribution amount equal to 3% of salary and annual incentive compensation. The amounts shown in the tables below include the value of accelerated vesting of stock awards for all participating NEOs. Awards do not have automatic vesting upon a change in control if a replacement award is provided by the successor entity, but such replacement awards would vest upon termination of an officer’s employment without cause or if the officer leaves
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
for good reason, in either case within two years after a change in control. Values presented in the tables below assume that both a change in control and a qualifying termination occurred for each participating NEO on December 29, 2023. The estimated value of accelerated vesting of stock awards is calculated based on the closing price per share of Alcoa’s common stock on December 29, 2023, which was $34.00, and assumes that PRSU awards vest at the target level. Executive Severance Agreements. Alcoa has entered into severance agreements with certain executives, including each of its NEOs, to facilitate transitioning of key positions to suit the timing needs of Alcoa by providing clarity to the parties about compensation and benefits to be received in certain termination scenarios. The Company entered into its standard form of CEO/CFO Executive Severance Agreement with each of Mr. Oplinger and Ms. Beerman. The agreement provides that, if their employment is terminated without cause, they would receive the greater of (i) amounts under the applicable company involuntary severance policy, to which they would otherwise be entitled if a participant, or (ii) the following: a lump sum amount equivalent to two years’ base salary; a pro-rated annual bonus for the year in which the termination occurs, calculated based on achievement of applicable goals; reasonable outplacement services for a period of up to twelve months; continued health care benefits for a two-year period; and a lump sum amount designed to provide two additional years of ERIC under the defined contribution plan. In the case of an involuntary termination without cause, or a voluntary termination where they provide three months’ notice to Alcoa, they would also receive a lump sum severance payment of $50,000 upon execution of a general release of legal claims against Alcoa. No payments would be made under the agreement unless a general release is signed. The agreement includes two-year non-competition and non-solicitation provisions, as well as confidentiality obligations. The Company entered into its standard form of Corporate Officer Executive Severance Agreement (U.S. and Canada form, as applicable) with each of the other current NEOs Mr. Bacchi, Ms. Jones, and Mr. Hastings. Pursuant to the form of Corporate Officer Executive Severance Agreement, the agreements with Messrs. Bacchi and Hastings provide that, if their employment is terminated without cause, they would receive the greater of (i) amounts under the applicable company involuntary severance policy, to which they would otherwise be entitled if a participant, or, in the case of Ms. Jones, amounts entitled to receive under the severance plan applicable to her Canadian location, to which she would otherwise be entitled if a participant, or (ii) the following: a lump sum amount equivalent to one year’s base salary; a pro-rated annual bonus for the year in which the termination occurs, calculated based on achievement of applicable goals; reasonable outplacement services for a period of up to twelve months; continued health benefits for one year following termination; and a lump sum amount designed to provide one year of additional ERIC under the defined contribution plan. The agreement requires the executives to comply with one-year non-competition and non-solicitation provisions, as well as confidentiality obligations. No payment will be made under the agreement unless a general release is signed. Each executive severance agreement contains a provision limiting the aggregate cash payouts thereunder to 2.99 times base salary plus annual incentive bonus (in a non-change in control scenario). If severance payments or benefits are payable to any NEO under the CIC Severance Plan, no payments would be paid under the officer’s executive severance agreement. NEO Departures. Effective August 1, 2023, Ms. Thomas voluntarily resigned from the Company. Ms. Thomas did not receive any payments or benefits in connection with her departure. Effective September 1, 2023, Mr. Heeter retired from the Company. At the time of his retirement, Mr. Heeter was eligible for retirement benefits as he satisfied the retirement eligibility criteria under the Annual Incentive Plan and 2016 Stock Incentive Plan. Pursuant to the Annual Incentive Plan, in connection with his retirement, Mr. Heeter remained eligible for a pro rata 2023 IC payout and received an IC payout of $230,983 for 2023. Pursuant to the applicable terms and conditions of his outstanding unvested equity incentive awards, Mr. Heeter was retirement eligible (age 55 with 10 years of service to the Company), and, as such, following his retirement, his outstanding unvested RSUs and PRSUs continue to vest on their original stated vesting schedules (subject to the achievement of applicable performance goals, in the case of his PRSUs). His 37,840 outstanding unvested RSUs had an aggregate value of $1,138,227 and his 57,500 outstanding unvested PRSUs had an aggregate value of $1,729,600 (assuming target performance) at the time of his retirement. Mr. Heeter did not receive any additional payments or benefits in connection with his retirement. All payments and benefits received by Mr. Heeter in connection with his retirement were made in accordance with the applicable terms and conditions and agreements.
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
Effective December 31, 2023, Mr. Harvey was involuntarily terminated without cause. He ceased serving in his position as President and Chief Executive Officer of the Company effective September 24, 2023, and subsequently remained an employee of the Company, serving as Strategic Advisor to the CEO from September 24, 2023 through December 31, 2023. In connection with his termination and following his execution and non-revocation of a release of claims against the Company, in accordance with the terms and conditions of his severance agreement and subject to Code Section 409A, Mr. Harvey received or will receive the following payments and benefits: (i) a lump sum cash payment of $2,407,640, representing two years’ of his annual base salary; (ii) a lump sum cash payment of $1,361,764 representing his pro-rated 2023 IC compensation (a full year payment since he was employed with the Company through December 31, 2023); (iii) a defined contribution plan payment, valued at $180,573, (iv) a cash payment of $50,000 in consideration of his executive and delivery of a release agreement; and (v) health insurance and outplacement benefits, valued at $46,934. In addition, pursuant to the applicable terms and conditions of his outstanding unvested equity incentive awards, following his involuntary termination without cause, a pro rata portion of his unvested RSUs and PRSUs granted prior to 2023 will continue to vest on their original stated vesting schedules (subject to the achievement of applicable performance goals, in the case of his PRSUs), based on the number of days during the applicable vesting periods that Mr. Harvey remained employed by the Company. Such pro rata outstanding unvested 217,828 RSUs had an aggregate value of $7,406,152 and such outstanding unvested 334,953 PRSUs had a aggregate value of $11,388,334 (assuming target performance) at the time of his termination. Mr. Harvey’s outstanding unvested 2023 equity incentive awards were forfeited in connection with his termination. All payments and benefits received by Mr. Harvey in connection with his involuntary termination were made in accordance with the applicable terms and conditions and agreements. Equity Award Treatment. Equity awards granted by Alcoa under the 2016 Stock Incentive Plan generally do not provide for accelerated vesting in circumstances where the awards are replaced by the successor in a change in control. Stock options and RSUs would continue to vest in accordance with their original vesting schedule following an employee’s termination of employment due to death, disability, or retirement that occurs at least six months after the grant date, or involuntary termination without cause that occurs at least one year after the grant date and may continue to vest if the termination is as a result of Alcoa’s divestiture of a business. In the case of PRSUs, such continued vesting is subject to achievement of applicable performance goals. Long Term Incentive amounts in the “Termination in Connection with a Change in Control” column, as shown in the following tables, assume that the awards accelerated because they were not replaced by the successor in a change in control or due to a termination without cause or for good reason in connection with the change in control.
Potential Payments Upon Termination or Change in Control
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Tables Relating to Potential Payments Upon Termination
Tables Relating to Potential Payments Upon Termination
Pay Ratio
Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our current CEO, William F. Oplinger, to that of our median employee. The SEC requires us to disclose the annual total compensation of each of Mr. Oplinger and our median employee, as well as the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the SCT). For 2023, the total annual compensation for Mr. Oplinger, for purposes of this CEO pay ratio disclosure as described below, was $5,844,175. Mr. Oplinger served as CEO for less than the full year, therefore we annualized his compensation for the CEO role for 2023 as follows:
Pay Ratio
| Pay Component | Actual Value Disclosure in the 2023 Summary Compensation Table | Amount as Adjusted for Purposes of CEO Pay Ratio Disclosure | Reason for Adjustment | | Salary | $862,258 | $1,200,000 | Annualized salary | | Stock Awards(1) | $2,464,324 | $2,464,324 | No adjustment | | Non-Equity Incentive Plan | $1,000,000 | $1,800,000 | Annualized performance cash bonus at target | | Change in Pension Value Deferred Compensation Earnings | $321,426 | $321,426 | No adjustment | | All Other Compensation | $58,425 | $58,425 | No adjustment | | Total | $4,706,433 | $5,844,175 | |
Pay Ratio
| (1) The 2023 stock award for Mr. Oplinger was based on his role as Chief Operations Officer. No adjustment was made to his stock award in connection with his promotion to CEO. For 2024, we anticipate that the Pay Ratio will be back within our historical range. |
Pay Ratio
| • | Mr. Oplinger’s annual total compensation as annualized above—$5,844,175 |
Pay Ratio
| • | Our median employee’s annual total compensation— $99,222 |
Pay Ratio
| • | Ratio of Mr. Oplinger’s annual total compensation to our median employee’s annual total compensation—59:1 |
Pay Ratio
A primary purpose of this disclosure is to provide stockholders with a company-specific metric that can assist in their evaluation of our executive compensation practices. We believe our compensation philosophy and process yield an equitable result for our employees. We describe below the methodology used to identify our median employee and calculate the above-disclosed values. Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, Alcoa may identify its median employee for purposes of providing such pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that the Company reasonably believes would result in a significant change to the 2021 pay ratio disclosure.
Pay Ratio
| • | Alcoa most recently calculated the median employee for purposes of providing such pay ratio disclosure in 2021. In 2022, we reviewed the changes in our employee population and employee compensatory arrangements and, based on that review, determined that there was no change in our employee population or employee compensatory arrangements that would have significantly impact the 2021 pay ratio disclosure and require us to identify a new median employee in 2022. Although this was the case, the median employee used in 2021 did experience a change in circumstances due to a promotion in 2022, resulting in compensation that we reasonably believed was not representative and would have resulted in a significant change in our pay ratio disclosure for 2022. Consistent with SEC rules, for 2022, we chose to use a substitute employee, who had substantially similar compensation to that of the initial median employee, based on the compensation measure we had used to select the initial median employee. For purposes of our 2023 pay ratio disclosure, we reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2021 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2023. As a result, for purposes of our 2023 pay ratio disclosure, we used the same substitute employee that we used for our 2022 pay ratio disclosure. |
Pay Ratio
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Pay Ratio
| • | We identified the median employee for purposes of our 2021 pay ratio disclosure using our global employee population as of October 31, 2021. We used a consistently applied compensation measure across our global employee population, excluding the CEO, to calculate the median employee compensation. For our consistently applied compensation measure, we calculated annual total compensation by aggregating, for each applicable employee (A) annual base salary for the trailing 12 months preceding October 31, 2021 (or, for hourly employees, the annual work schedule multiplied by hourly wage) and (B) cash target incentive compensation and/or performance pay. This measure of compensation resulted in the identification of a number of employees based in Australia, each of whom had identical compensation. We then calculated each of these employees’ actual 2021 fiscal year compensation in accordance with the rules applicable to the SCT and identified the median of this subset of employees as the employee whose compensation is disclosed above. We did not rely on any material assumptions, adjustments (e.g., cost-of-living adjustments), or estimates (e.g., statistical sampling) to identify our median employee or determine annual total compensation or any elements of annual total compensation for our median employee. |
Pay Ratio
The above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the SEC’s Regulation S-K. However, the SEC’s pay ratio disclosure rule affords significant flexibility to companies in determining appropriate methodologies to identify the median employee and calculating the median employee’s annual total compensation. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations, business models, and compensation practices, and may utilize different methodologies to identify the median employee and calculate the median employee’s annual total compensation.
Pay Ratio
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Pay Ratio
As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to align pay with performance, retain talent, and drive stockholder value through programs and practices that incorporate sound policies and best practices. The following table sets forth additional compensation information for our NEOs, calculated in accordance with 402(v) of SEC Regulations S-K. While 2023 Summary Compensation Table (SCT) total compensation values and Compensation Actually Paid (CAP) values are shown together in the below table, they are calculated differently. The SCT compensation values include the accounting fair value of equity awards granted in the year shown (at the time the grant was made), whereas CAP values include a revaluation of current year grants at year-end, plus the change in the fair value of multiple years of historical equity grants, valued at different times during the year. As CAP includes multiple years of grants, the calculation of CAP each year is heavily impacted by the change in our stock price, and therefore, may be higher or lower than the SCT compensation values.
Pay Ratio
| 2023 PAY VERSUS PERFORMANCE | | | | | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) (1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e) (1)(2) | Value of Initial Fixed $100 Investment Based On: | | | Adjusted EBITDA Excluding Special Items— Non-Normalized (i) (4) (in millions) | | Year (a) | Summary Compensation Table Total for PEO (Mr. Oplinger) (b) (1) | Summary Compensation Table Total for PEO (Mr. Harvey) (b) (1) | Compensation Actually Paid to PEO (Mr. Oplinger) 1 (c) (1)(2) | Compensation Actually Paid to PEO (Mr. Harvey) 1 (c) (1)(2) | | | Total Shareholder Return (f) (3) | Peer Group Total Shareholder Return (g) (3) | Net (Loss) Income (h) (in millions) | | | 2023 | $4,706,433 | $14,554,320 | $2,178,580 | $5,644,646 | $1,970,208 | $849,879 | $218.23 | $161.49 | $(773) | $536 | | 2022 | — | $12,837,409 | — | $(1,408,893) | $2,594,429 | $1,375,931 | $213.42 | $178.99 | $38 | $2,224 | | 2021 | — | $15,960,369 | — | $71,515,331 | $3,334,351 | $20,684,920 | $277.59 | $157.75 | $570 | $2,763 | | 2020 | — | $13,280,808 | — | $14,328,818 | $3,273,590 | $4,786,085 | $107.16 | $116.44 | $(14) | $1,151 |
Pay Ratio
| (1) William F. Oplinger served as our principal executive officer (“PEO”) from September 24, 2023 through December 31, 2023. Roy C. Harvey served as our PEO from January 1, 2023 through September 24, 2023 and for the full year for each of 2022, 2021 and 2020. For 2023, our non-PEO NEOs included Molly S. Beerman, Renato Bacchi, Tammi A. Jones, Andrew Hastings, Jeffrey D. Heeter, and Kelly R. Thomas. For 2022, our non-PEO NEOs included Messrs. Oplinger, John Slaven, Heeter, and Ms. Thomas. For 2021, our non-PEO NEOs included Messrs. Oplinger, Slaven, Timothy Reyes, and Heeter. For 2020, our non-PEO NEOs included Messrs. Oplinger, Slaven, Reyes, and Heeter. |
Pay Ratio
| (2) For each of 2023, 2022, 2021 and 2020, the values included in this column for the compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: |
Pay Ratio
| William F. Oplinger (PEO) | 2023 | | 2023 Summary Compensation Table Total for PEO (Mr. Oplinger) (column (b)) | $4,706,433 | | - aggregate change in actuarial present value of pension benefits | $321,426 | | + service cost of pension benefits | $0 | | + prior service cost of pension benefits | $0 | | - SCT “Stock Awards” column value | $2,464,324 | | - SCT “Option Awards” column value | $0 | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $1,473,454 | | +/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $(2,242,716) | | + vesting date fair value of equity awards granted and vested in the covered year | $0 | | +/- change in fair value of equity awards granted in prior years that vested in the covered year | $954,927 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $0 | | + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | $72,232 | | + excess fair value for equity award modifications | $0 | | Compensation Actually Paid to PEO (Mr. Oplinger) (column (c)) | $2,178,580 |
Pay Ratio
| | 80 |
Pay Ratio
(continued)
Pay Ratio
| Roy C. Harvey (PEO) | 2023 | 2022 | 2021 | 2020 | | 2023 Summary Compensation Table Total for PEO (Mr. Harvey) (column (b)) | $14,554,320 | $12,837,409 | $15,960,369 | $13,280,808 | | - aggregate change in actuarial present value of pension benefits | $412,821 | $0 | $0 | $2,067,235 | | + service cost of pension benefits | $0 | $0 | $0 | $172,579 | | + prior service cost of pension benefits | $0 | $0 | $0 | $0 | | - SCT “Stock Awards” column value | $8,759,831 | $10,474,101 | $12,113,517 | $8,468,529 | | - SCT “Option Awards” column value | $0 | $0 | $0 | $0 | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $5,237,635 | $4,601,646 | $31,694,323 | $12,187,015 | | +/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $(9,966,574) | $(8,254,905) | $36,132,923 | $(298,172) | | + vesting date fair value of equity awards granted and vested in the covered year | $0 | $0 | $0 | $0 | | +/- change in fair value of equity awards granted in prior years that vested in the covered year | $4,774,089 | $(556,702) | $(255,037) | $(477,648) | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $0 | $0 | $0 | $0 | | + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | $217,828 | $437,760 | $96,270 | $0 | | + excess fair value for equity award modifications | $0 | $0 | $0 | $0 | | Compensation Actually Paid to PEO (Mr. Harvey) (column (c)) | $5,644,646 | $(1,408,893) | $71,515,331 | $14,328,818 |
Pay Ratio
| AVERAGE FOR NON-PEO NEOS | 2023 | 2022 | 2021 | 2020 | | Average SCT Total for Non-PEO NEOs (column (d)) | $1,970,208 | $2,594,429 | $3,334,351 | $3,273,590 | | - aggregate change in actuarial present value of pension benefits | $34,361 | $0 | $0 | $744,812 | | + service cost of pension benefits | $0 | $0 | $0 | $122,172 | | + prior service cost of pension benefits | $0 | $0 | $0 | $0 | | - SCT “Stock Awards” column value | $1,214,594 | $1,530,955 | $1,817,086 | $1,217,556 | | - SCT “Option Awards” column value | $0 | $0 | $0 | $0 | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $627,267 | $1,632,281 | $8,717,424 | $3,283,942 | | +/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $(611,911) | $(1,509,632) | $10,469,915 | $137,089 | | + vesting date fair value of equity awards granted and vested in the covered year | $0 | $0 | $0 | $0 | | +/- change in fair value of equity awards granted in prior years that vested in the covered year | $197,200 | $137,693 | $(33,819) | $(68,340) | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $106,054 | $0 | $0 | $0 | | + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | $22,124 | $52,115 | $14,135 | $0 | | + excess fair value for equity award modifications | $0 | $0 | $0 | $0 | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $849,879 | $1,375,931 | $20,684,920 | $4,786,085 |
Pay Ratio
| (3) Total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2019 and in accordance with Items 201(e) and 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, our peer group is the S&P Metals and Mining Select Industry Index (the “PvP Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
Pay Ratio
| (4) Please see “Attachment A—Additional Information Regarding Performance Measures ” for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures. |
Pay Ratio
| 81 | |
Pay Ratio
(continued)
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions The following comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2023, 2022, 2021, and 2020, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the PvP Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEOs (Mr. Oplinger and Mr. Harvey) and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h), and (i) of the Pay Versus Performance table.
2023 Annual Incentive Compensation and 2020-2023 Pay Versus Performance (PVP)
2023 Annual Incentive Compensation and 2020-2023 Pay Versus Performance (PVP)
2023 Annual Incentive Compensation and Pay Versus Performance—Reconciliation of Adjusted EBITDA, Excluding Special Items—Non-Normalized (in millions)
2023 Annual Incentive Compensation and Pay Versus Performance—Reconciliation of Adjusted EBITDA, Excluding Special Items—Non-Normalized (in millions)
2023 Annual Incentive Compensation and Pay Versus Performance—Reconciliation of Adjusted EBITDA, Excluding Special Items—Non-Normalized (in millions)
| | Year ended | | | | | | December 31, 2020 | December 31, 2021 | December 31, 2022 | December 31, 2023 | | Net income (loss) | $(14) | $570 | $38 | $(773) | | Less: Net income (loss) attributable to noncontrolling interest | 156 | 141 | 161 | (122) | | Net income (loss) attributable to Alcoa Corporation | (170) | 429 | (123) | (651) | | Add: | | | | | | Net income (loss) attributable to noncontrolling interest | 156 | 141 | 161 | (122) | | Provision for income taxes | 187 | 629 | 664 | 189 | | Other expenses (income), net | 8 | (445) | (118) | 134 | | Interest expense | 146 | 195 | 106 | 107 | | Restructuring and other charges, net | 104 | 1,128 | 696 | 184 | | Provision for depreciation, depletion, and amortization | 653 | 664 | 617 | 632 | | Adjusted EBITDA | 1,084 | 2,741 | 2,003 | 473 | | Special items(1) | 67 | 22 | 221 | 63 | | Adjusted EBITDA, excluding special items | $1,151 | $2,763 | $2,224 | $536 |
2023 Annual Incentive Compensation and Pay Versus Performance—Reconciliation of Adjusted EBITDA, Excluding Special Items—Non-Normalized (in millions)
| (1) Special items are comprised of costs related to restart processes, costs related to closures, the net cost of power associated with the Portland smelter, certain external costs related to portfolio actions, and other items management deems appropriate to exclude from non-GAAP performance measures. |