DEF 14A of Alcoa Corp
Filed Mar 19, 2026 · FY20250001193125-26-115997
Director Nominees
Director Nominees Alcoa’s Board is currently comprised of 11 members. Directors are elected annually to each serve for a one-year term. In accordance with the director retirement policy included in our Corporate Governance Guidelines, Dr. Ernesto Zedillo, who has served as a member of Board since Alcoa became an independent publicly traded company in November 2016, has not been nominated for re-election at the Annual Meeting and his term on the Board will expire at the conclusion of the Annual Meeting. The Board has nominated Mr. Brian R. Galovich for election to the Board as the immediate successor to Dr. Zedillo’s position. The following table provides summary information about each director nominee standing for election to the Board for a one-year term expiring at the 2027 Annual Meeting.
Director Nominees
| | | | Director Since | Committee Memberships | | | | | | Name | Age | | A | GN | PC | SSPI | | | Thomas J. Gorman(1) Non-Executive Chairman of the Board Retired Chief Executive Officer, Brambles Limited | 65 | 2021 | | | | | | | John A. Bevan Retired Chief Executive Officer and Executive Director, Alumina Limited | 69 | 2024 | | | | | | | Mary Anne Citrino Senior Advisor, The Blackstone Group | 66 | 2016 | | | | | | | Alistair Field Retired Group Chief Executive Officer and Managing Director, Sims Limited | 61 | 2024 | | | | | | | Pasquale (Pat) Fiore Former Rio Tinto executive | 65 | 2020 | | | | | | | Brian R. Galovich Executive Vice President, Chief Information Officer, Air Products and Chemicals, Inc. | 52 | — | — | — | — | — | | | James A. Hughes Managing Partner, EnCap Investments L.P. | 63 | 2016 | | | | | | | Roberto O. Marques Former Executive Chairman and Chief Executive Officer, Natura & Co Holding S.A. | 60 | 2023 | | | | | | | William F. Oplinger(2) President and Chief Executive Officer, Alcoa Corporation | 59 | 2023 | | | | | | | Carol L. Roberts Retired Senior Vice President and Chief Financial Officer, International Paper Company | 66 | 2016 | | | | | | | Jackson (Jackie) P. Roberts Operating Partner, Capitol Meridian Partners | 63 | 2022 | | | | |
Director Nominees
| A - Audit Committee | GN – Governance and Nominating Committee | PC – People and Compensation Committee | | SSPI – Safety, Sustainability and Public Issues Committee | – Chair | – Member |
Director Nominees
| (1) As non-executive Chairman of the Board, Mr. Gorman chairs each Board meeting and is invited to attend each committee meeting. | | (2) As a management director, Mr. Oplinger attends each Board meeting and is invited to attend each committee meeting, except to the extent the Board or committee requests to meet without him present or the Board or committee is meeting in executive session of independent directors. |
Director Nominees
| | | | | | | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2026 • PricewaterhouseCoopers LLP is an independent auditing firm with the required knowledge and experience to audit the Company’s financial statements. • Audit and non-audit services are pre-approved by the Audit Committee. | |
Director Nominees
| | | | | | | Approval, on an advisory basis, of the Company’s 2025 named executive officer compensation • The objectives of our executive compensation program are to align pay with performance, retain talent, and drive stockholder value through programs and practices that incorporate sound policies and practices. • The compensation paid to our Named Executive Officers (“NEOs”) in 2025 reflects our “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. | |
Director Nominees
Our executive compensation program is designed so that total compensation (base salary, annual cash incentives (“IC”), and long-term equity incentives (“LTI”)) is determined in consideration of the Executive Peer Group (as defined below) median, with cash and equity incentive opportunities that aim to motivate and reward exceptional performance if goals are achieved at higher-than-target levels. IC and LTI, both of which are at-risk compensation, comprise the most significant portion of each NEO’s total compensation, meaning that the majority of pay is tied directly to the Company’s performance.
At-Risk Compensation
At-Risk Compensation
At-Risk Compensation
| CEO | Variable At-Risk: 89% | | | 11% Base Salary | 16% IC | 73% LTI |
At-Risk Compensation
| Average Other NEOs | Variable At-Risk: 79% | | | 21% Base Salary | 19% IC | 60% LTI |
Elements of 2025 Compensation
Elements of 2025 Compensation
Elements of 2025 Compensation
| | | Base Salary | • Provides an appropriate level of fixed cash compensation to attract and retain highly skilled executives • Reviewed at least annually to reflect responsibilities, experience, and Executive Peer Group and other market data | | | | Annual Cash Incentive Opportunity | • Target annual incentive opportunities based on job band and competitive market data • Rewards achievement in support of strategic priorities and based on: • 70% financial targets • Adjusted EBITDA excluding special items, normalized (20%) • Free cash flow (20%) • Segment performance metrics relating to production and cost (30%) • 30% non-financial targets • Safety (20%) • Human Resources Management (10%) • Subject to individual contribution adjustment based on each NEO’s role and contributions to the overall success of the Company • Maximum payout is 200% of target | | | | Performance Restricted Stock Units | • Grants of Performance Restricted Stock Units (“PRSUs”) based upon job band, market data for respective positions, and contributions to the Company at the time of grant • Based on achievement against cumulative three-year performance targets related to: • Total Stockholder Return (“Relative TSR”) relative to the S&P Metals and Mining Select Industry Index (40%) • Return on Equity (“ROE”) measured annually with 1/3 equal weighting for each of the three years covered by LTIP (40%) • Strategic Initiatives (20%) • Earned PRSUs will be settled in shares of common stock after the end of the three-year performance period • Maximum award level is 200% of the target award | | | | Time-Based Restricted Stock Units | • Grants of time-based Restricted Stock Units (“RSUs”) based upon job band, market data for respective positions, and contributions to the Company at the time of grant • Vest ratably over a three-year period on the first, second, and third anniversary of the date of grant, providing a multi-year retention incentive |
Elements of 2025 Compensation
| | | | | | | Approval of the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated) • The Board and the People and Compensation Committee approved, and have recommended that stockholders approve, the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated). • The primary purpose of this proposal is to increase the number of shares authorized for issuance under the current plan in order to award compensation that encourages selected non-employee directors and employees of the Company to align their interests with the long-term growth and financial success of the Company and to further link the interests of such individuals to the long-term interests of our stockholders. | |
Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2027
Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2027 The Board, upon the recommendation of the Governance and Nominating Committee, has nominated 11 individuals for election as directors at this year’s Annual Meeting to hold office until the conclusion of the 2027 Annual Meeting. Directors are elected on an annual basis each for one-year terms. All of the nominees, other than Mr. Galovich, currently serve as directors on the Board and were elected to the Board by the stockholders at the 2025 Annual Meeting of Stockholders. Mr. Galovich was first introduced to the Governance and Nominating Committee as a potential nominee by a third-party search firm engaged by the committee. Pursuant to Alcoa’s Director Retirement Policy, outlined in our Corporate Governance Guidelines, no director should stand for election or re-election to the Board if the director has reached age 75 before the date of election or will reach age 75 during the term for which the director is being considered for nomination, unless the Governance and Nominating Committee determines that such director’s continued service is in the Company’s interests. In accordance with this policy, Dr. Ernesto Zedillo has not been nominated for re-election at the Annual Meeting, and his term on the Board will expire at the conclusion of the Annual Meeting. The Board has nominated Mr. Galovich for election to the Board to immediately succeed to Dr. Zedillo’s position on the Board. Each director nominee has agreed to be named in this Proxy Statement. We expect that each director nominee will be able to serve, if elected. If any director nominee is not able to serve, proxies may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.
Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2027
| Majority Voting for Directors Alcoa’s Amended and Restated Bylaws (“Bylaws”) provide that in uncontested elections, a majority of the votes cast at any meeting for the election of directors at which a quorum is present will elect directors. Accordingly, each director nominee will be elected if the number of votes cast “FOR” such director nominee exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election. If an incumbent director nominee is not elected in an uncontested election and no successor has been elected at such meeting, the director is expected to promptly tender his or her resignation to the Board. The Governance and Nominating Committee (excluding the director nominee, if applicable) will make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board, excluding the director nominee, will determine whether to accept the resignation and publicly disclose its decision in accordance with the Bylaws. An election of directors is considered to be contested if there are more nominees for election than positions on the Board to be filled by election at the meeting of stockholders. In a contested election, the required vote is a plurality of votes cast. The election of directors at the Annual Meeting will be an uncontested election of directors. |
Board and Governance Matters
Board and Governance Matters
Board of Directors
Board of Directors 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.
Board of Directors
| Director Qualifications, Attributes, and Skills | | Thomas J. Gorman | John A. Bevan | Mary Anne Citrino | Alistair Field | Pasquale Fiore | Brian R. Galovich | James A. Hughes | Roberto O. Marques | William F. Oplinger | Carol L. Roberts | Jackson P. Roberts | | | Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Industry/Manufacturing | ● | ● | | ● | ● | ● | | | ● | ● | | | | Operations | ● | ● | | ● | ● | ● | ● | ● | ● | ● | | | | Global Business and Economics | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Energy | | ● | | | ● | | ● | | | | ● | | | Financial Literacy | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Financial Expertise | ● | | ● | | ● | | ● | ● | ● | ● | | | | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Cybersecurity Risk Oversight | | | ● | | ● | ● | ● | ● | | ● | | | | Labor/Human Resources | ● | ● | | ● | ● | | ● | ● | ● | ● | ● | | | Compensation | ● | ● | | ● | ● | | ● | ● | ● | ● | ● | | | Scientific Innovation/Technology | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Government/Legal/Regulatory | | | | | ● | ● | ● | | | | ● | | | Environment, Health and Safety (EHS) | ● | ● | | ● | ● | | | ● | ● | ● | ● | | | Social/Community Engagement/Public Policy | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Independent | | ● | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | Female Representation* | | | | ● | | | | | | | ● | ● | | Racial/Ethnic Representation* | | | | | | | | | ● | | | | | Holds Citizenship Outside of the United States | | | ● | | ● | ● | | | ● | | | | | Tenure (years) | | 5 | 2 | 9 | 2 | 6 | — | 9 | 3 | 3 | 9 | 4 |
Board of Directors
* Based on director nominees’ self-identified characteristics.
Director Qualifications, Skills, and Attributes
Director Qualifications, Skills, and Attributes Our director nominees have substantial leadership, management, and industry experience in various fields. This range of experience of our director nominees, illustrated in the skills matrix and director nominees’ biographies, is evidenced in Board deliberations, during which multiple perspectives are considered in developing dynamic strategies to achieve our strategic priorities to Excel Today, Continuously Improve, and Invest for Tomorrow.
Director Qualifications, Skills, and Attributes
| | Leadership | 11/11 | | Industry/Manufacturing | 7/11 | | Operations | 9/11 | | Service as a CEO or senior executive of a complex organization provides insight into how large organizations like Alcoa operate | | | At least 10 years’ experience in Alcoa’s industry (mining, refining, metals, and manufacturing) contributes to defining and directing strategy | | | Experience with developing and implementing operational plans and business models contributes to oversight of operational strategy | | | | | Global Business and Economics | 11/11 | | Energy | 4/11 | | Financial Literacy | 11/11 | | Exposure to geographic, political, and regulatory environments outside the U.S. contributes to a mix of perspectives and an understanding of Alcoa’s global footprint | | | Exposure to energy sources and technologies (including through leading or advising energy or utility companies) contributes to understanding key elements of Alcoa’s operations | | | Knowledge of finance, financial reporting, capital allocation, debt/capital market transactions, and/or mergers and acquisitions strengthens an understanding of key financial drivers of the business | | | | | Financial Expertise | 7/11 | | Risk Management | 11/11 | | Cybersecurity | 6/11 | | Qualification as an “audit committee financial expert” under SEC rules | | | Experience identifying, assessing, and managing complex risks and implementing risk management procedures strengthens the Board’s oversight of significant risks | | | Experience with risks related to information technology, digital infrastructure, artificial intelligence, and cybersecurity contributes to oversight of risk identification, mitigation efforts, and preventative measures | | | | | Labor/Human Resources | 9/11 | | Compensation | 9/11 | | Scientific Innovation/Technology | 11/11 | | Strong understanding of labor relations, human resources, inclusion, and/or human capital management contributes to effective oversight of Alcoa’s global workforce | | | Experience with designing and administering executive compensation and broad-based incentive and benefit programs contributes to the Board’s role in compensation planning | | | Technical, scientific, or engineering knowledge strengthens the Board’s expertise in research and development, emerging technologies, and strategy to support Alcoa’s growth and competitive advantage | | | | | Government/Legal/ Regulatory | 4/11 | | Environment, Health and Safety | 8/11 | | Social/Community Engagement/Public Policy | 11/11 | | Significant experience in regulated industries, including as part of a business and/or through positions with government organizations and regulatory bodies, contributes to an understanding of the regulatory environment and working with government agencies | | | Strong understanding of environmental and workplace safety and health risks, regulations and practices contributes to oversight of EHS policies and risks | | | Experience in social and community affairs, public policy and/or corporate responsibility initiatives support Alcoa’s goals to operate ethically and with accountability and transparency | | |
Director Qualifications, Skills, and Attributes
As further described, 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 broad range of experiences, knowledge, skills, judgment, perspectives, and characteristics, which contributes to the overall competencies and effectiveness of the Board by bringing multiple viewpoints to Board deliberations and decisions and robust consideration of questions and matters that come before the Board. In selecting a director nominee, the Governance and Nominating Committee focuses on skills, expertise, perspective, and background that would complement the existing Board as a whole. 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 composition 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 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 pursuant to the Criteria for Identification, Evaluation, and Selection of Directors in the Company’s Corporate Governance Guidelines. 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 Nominees
| | Thomas J. Gorman Non-Executive Chairman of the Board Independent Director since: 2021 Age: 65 Committees: None | | John A. Bevan Independent Director since: 2024 Age: 69 Committees: Audit; Safety, Sustainability and Public Issues | | Attributes and Skills Mr. Gorman has served as the Chairman of the Board since May 2025. Mr. Gorman has over 35 years of global business, logistics, and manufacturing experience, which provides significant cross-functional insight to the Board. His previous executive experience leadership roles at large, complex, companies and substantial knowledge of global business operations, including extensive experience in Australia, where the Company has significant operational assets, allow him to contribute critical management, operational, financial, and strategic expertise to the Board. | | Attributes and Skills Mr. Bevan has extensive experience in the metals and mining industry, having previously served in several executive and senior management positions across the industry, including as the Chief Executive Officer of Alumina Limited. His experience contributes significant global business, risk management, leadership, and operational expertise to the Board. Mr. Bevan’s Australian experience also contributes valuable strategic perspective to the Board. | | | Career Highlights and Qualifications • CEO of Brambles Ltd, an Australian-listed global supply chain logistics company, from 2009 until his retirement in 2017 • Joined Brambles Ltd as President of Europe, Middle East, and Africa operations in 2008 • President of Ford Australia from 2004 to 2008; oversaw the establishment of an Asia-Pacific engineering center of excellence in Australia • 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, an Australian designer and manufacturer of packaging solutions • Worley Limited, an engineering, project delivery, and consulting services company in Australia Other Current Affiliations • Mr. Gorman serves as a senior advisor to Future Secure AI Pty Ltd and Chairman of the Kennebec River Restoration Trust Previous Public Directorships • Sims Limited (2020-2025) | | Career Highlights and Qualifications • Chief Executive Officer and Executive Director of Alumina Limited, an Australian mining holding company, from 2008 until his retirement in 2013 • Chief Executive Officer of Downer EDI Mining prior to his role as Chief Executive Officer of Alumina Limited • Spent over 25 years with the BOC Group Plc, a multinational industrial gas company, where he held a variety of executive and senior management positions in Australia, Asia, and the United Kingdom Other Current Public Directorships • Qube Holdings LTD, Australia’s largest integrated provider of import and export logistic services Other Current Affiliations • Mr. Bevan is a non-executive director of Balmoral Iron Pty Ltd., a Western Australia-based mining company. Mr. Bevan also serves as the Chair of the Board of Directors of the Humpty Dumpty Foundation, a non-profit charitable supplier of children’s medical equipment in Australia. Previous Public Directorships • Alumina Limited (2008-2013, 2018-2024) • BlueScope Steel Limited (2014-2023) • Ansell Limited (2012-2023) | |
Director Nominees
| | Mary Anne Citrino Independent Director since: 2016 Age: 66 Committees: Audit; Governance and Nominating (Chair) | | Alistair Field Independent Director since: 2024 Age: 61 Committees: People and Compensation; Safety, Sustainability and Public Issues | | Attributes and Skills Ms. Citrino’s more than 30-year career as an investment banker provides substantial knowledge regarding business strategy and development, as well as 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. Ms. Citrino contributes valuable corporate governance experience to the Board from her extensive service on public and private company boards. | | Attributes and Skills Mr. Field’s more than 25 years of experience in the mining, metals, and manufacturing sectors provides valuable industry and operations perspective to the Board. Having served a variety of leadership roles across the industry, Mr. Field provides the Board with significant insight as to the Company’s vertically integrated operations and strategic considerations. Mr. Field’s Australian experience provides key insight to the Board as the Company executes on its long-term strategy. | | | Career Highlights and Qualifications • Senior Advisor of The Blackstone Group, a multinational private equity, alternative asset management, and financial services corporation, since 2015 • Senior Managing Director of Blackstone Advisory Partners L.P. (“Blackstone”) from 2004 until 2015 • Spent more than 20 years advising clients at Morgan Stanley, including as a Managing Director, before joining Blackstone 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) | | Career Highlights and Qualifications • Group Chief Executive Officer and Managing Director of Sims Limited, an Australian-based metal and electronics recycling company, from 2017 until his retirement in 2023 • Several leadership roles at Asciano Limited, an Australian freight and logistics company, prior to joining Sims Limited • Director of Operations, Aluminum at the Saudi Arabian Mining Company (Ma’aden) from 2009 to 2010 • Spent several years at the Rio Tinto Group, a global mining and metals company ("Rio Tinto"), including as Chief Operating Officer, Bauxite and Alumina, Pacific Operations and Vice President, Operations at Rio Tinto Alcan Other Current Public Directorships • BlueScope Steel Limited, an Australian flat product steel producer • Fonterra Co-operative Group Limited, a New Zealand-based co-operative of dairy farms and exporter of dairy products Other Current Affiliations • None Previous Public Directorships • Alumina Limited (2024) • Sims Limited (2017-2023) | |
Director Nominees
| | Pasquale (Pat) Fiore Independent Director since: 2020 Age: 65 Committees: Audit; People and Compensation | | Brian R. Galovich Independent Not Currently Serving: First Nominated for Election at the 2026 Annual Meeting Age: 52 Committees: Not applicable. | | 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 operations knowledge to the Board. Having served in a range of leadership roles in his career, Mr. Fiore provides the Board with valuable insight into the Company’s strategy as a global and vertically integrated aluminum producer. | | Attributes and Skills Mr. Galovich is an accomplished technology executive with over 30 years of experience leading large, global organizations across all aspects of digital technology. His expertise spans enterprise infrastructure, cybersecurity, and core business systems, with a strong focus on integrating technology, data, people, and processes to improve operational performance and enhance employee and customer experience. As a current chief information officer (“CIO”), he brings to the Board a strategic perspective on technology-enabled transformation and extensive experience leveraging digital platforms, analytics, and innovation to deliver measurable business outcomes. His background includes senior CIO leadership roles at major global enterprises, supported by advanced academic training in information systems management, and e‑commerce and business technology. | | | Career Highlights and Qualifications • Several positions with Rio Tinto from 2006 to 2018, including: Major Project Sponsor for a smelter modernization project; Interim Chief Financial Officer, Aluminum; President and CEO, Bauxite and Alumina, Australia; and Chief Operating Officer, Atlantic Bauxite and Alumina • Consultant for GNL Québec (“GNL”), a Québec-based project development, construction, and operations company from 2020 to 2021, and President of GNL from 2018 to 2020 • Managing Director of Réseau express métropolitain, a light rail system in Montreal, from 2021 to 2023 • Several positions, including President, at QIT Fer et Titane, a Canadian mining company owned by Rio Tinto Other Current Public Directorships • None Other Current Affiliations • Mr. Fiore serves as chair of the board of directors of STAS Inc., a company specializing in process equipment for the aluminum industry. Mr. Fiore also serves on the board of Fe3dback, a private music streaming company. Previous Public Directorships • None | | Career Highlights and Qualifications • Executive Vice President, CIO of Air Products and Chemicals, Inc., a global provider of industrial gases, technologies and applications expertise (“Air Products”), since 2024 and Senior Vice President and CIO of Air Products from 2020 to 2024 • Vice President, Digital Technology and CIO of Collins Aerospace, an aviation and defense technology company, from 2018 to 2020 • CIO of Global Business Systems at United Technologies Corporation (now RTX Corporation), a multinational aerospace and defense manufacturing and technology conglomerate, from 2017 to 2018; also served as Senior Director, Integration Information Technology from 2011 to 2012 • Held executive roles at Pratt & Whitney, a global aerospace manufacturer, including as Vice President and CIO from 2016 to 2017 and as Executive Director Information Technology from 2012 to 2016 Other Current Public Directorships • None Other Current Affiliations • None Previous Public Directorships • None | |
Director Nominees
| | James A. Hughes Independent Director since: 2016 Age: 63 Committees: Audit (Chair); Governance and Nominating | | Roberto O. Marques Independent Director since: 2023 Age: 60 Committees: Audit; People and Compensation | | Attributes and Skills Mr. Hughes’ extensive experience in the energy sector and leadership positions at large energy companies contribute valuable global business, operational, market, regulatory, strategic, and management expertise to the Board, particularly related to the Company’s portfolio of energy assets and global operations. Mr. Hughes’ experience with the Federal Reserve Bank imparts significant financial and global economic expertise. | | 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 the Company 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. | | | Career Highlights and Qualifications • Managing Partner of EnCap Investments L.P. (“EnCap”), a private equity firm focusing on energy investments, since 2019 • 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 • Former CEO and Director of First Solar, Inc., a leading global provider of comprehensive photovoltaic solar solutions • Former CEO and Director of AEI Services LLC, a private company that owned and operated power distribution, generation, and gas transportation businesses in emerging markets worldwide Other Current Public Directorships • TXNM Energy, Inc., an energy holding company Other Current Affiliations • Mr. Hughes is currently a member of the Energy Advisory Council of the Federal Reserve Bank of Dallas. Previous Public Directorships • TPI Composites, Inc. (2016-2025) | | Career Highlights and Qualifications • Several positions with Natura & Co Holding SA (“Natura & Co”), a global personal care cosmetics company based in Brazil, including as a director from 2016 to 2017, Executive Chairman from 2017 to 2022, and Group Chief Executive Officer from 2020 to 2022 • Executive Vice President and President, North America at Mondelēz International, Inc. from 2015 to 2017 • Spent over 25 years at Johnson & Johnson, a consumer products company, where he held various global and regional senior executive positions in Latin American, North America, and Europe • Former Senior Advisor at The Carlyle Group, a global diversified private investment firm, from 2023 to 2024 Other Current Public Directorships • Sysco Corporation, a global leader in selling, marketing and distributing food products • Galderma SA, a pharmaceutical company specializing in dermatological treatments and skincare products Other Current Affiliations • Mr. Marques currently 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. He is also an external advisor to the Consumer Group of Bain & Company, a top management consulting firm. Previous Public Directorships • Natura & Co (2016-2022) | |
Director Nominees
| | William F. Oplinger President and Chief Executive Officer ("CEO") Director since: 2023 Age: 59 Committees: None | | Carol L. Roberts Independent Director since: 2016 Age: 66 Committees: People and Compensation (Chair); Safety, Sustainability and Public Issues | | Attributes and Skills Mr. Oplinger is an experienced leader at Alcoa with extensive knowledge of all aspects of the Company’s business 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. | | Attributes and Skills Ms. Roberts’ over 35-year career in industrial manufacturing includes engineering, operations, business management, human resources, and finance experience, bringing deep cross-functional knowledge and perspectives to the Board. Her executive experience and leadership roles, including as the Chief Financial Officer of International Paper Company ("IP"), provide the Board with strong accounting and corporate finance expertise, as well as valuable perspective on risk management and strategic oversight. | | | Career Highlights and Qualifications • President and CEO of Alcoa Corporation since September 2023 • Executive Vice President and Chief Operations Officer of the Company from February 2023 until September 2023 • Executive Vice President and Chief Financial Officer of the Company from 2016 to February 2023 • Executive Vice President and Chief Financial Officer of Alcoa Inc., the Company’s former parent company, from 2013 until 2016 • 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 • Joined Alcoa Inc. in 2000 and held key corporate positions in financial analysis and planning and served as Director of Investor Relations • Held engineering, marketing management, and business planning positions with Westinghouse Corporation and Emerson Electric Co. earlier in his career Other Current Public Directorships • Solstice Advanced Materials Inc., a global producer of specialty materials for the refrigerant, semiconductor, energy, and healthcare industries 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. Previous Public Directorships • None | | Career Highlights and Qualifications • Senior Vice President and Chief Financial Officer of IP, a leader in packaging and paper with global manufacturing operations, from 2011 until her retirement in 2017 • As Senior Vice President, Packaging and Vice President, Industrial Packing, led IP’s largest business before being named Chief Financial Officer in 2011 • 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 Other Current Public Directorships • V.F. Corporation, one of the world’s largest apparel, footwear, and accessories companies Other Current Affiliations • Ms. Roberts serves on the board of Divergent 3D, a private company, utilizing 3D printing and other advanced technology for vehicle manufacturing. Previous Public Directorships • None | |
Director Nominees
| | Jackson (Jackie) P. Roberts Independent Director since: 2022 Age: 63 Committees: Governance and Nominating; Safety, Sustainability and Public Issues (Chair) | | 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’ experience in these matters deepens the Board’s understanding of stakeholder perspectives and challenges. Ms. Roberts also provides valuable community engagement, strategic risk management, and global regulatory and policy perspective to the Board. | | | Career Highlights and Qualifications • Operating Partner of investment firm Capitol Meridian Partners since 2021 and previously Senior Advisor of Sustainability to Hunter Point Capital, an investment firm, from 2021 to 2024 • Senior Advisor to Smart Surfaces Coalition, a group of organizations focused on resiliency to climate-related events • Chief Sustainability Officer of AppHarvest Inc., an applied technology company developing and operating high-tech indoor farms, from 2020 to 2022 • Held various executive roles at The Carlyle Group, a global diversified investment firm, including as Chief Sustainability Officer, from 2014 to 2020 and as Managing Director from 2019 to 2020 • Spent over 17 years at the Environmental Defense Fund 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 Sustainability Advisory Council at American University’s Kogod School of Business and on the Advisory Board of the DC Chapter of LIFT, a nonprofit organization addressing generational poverty. Previous Public Directorships • None | |
2025 Director Compensation
2025 Director Compensation The following table sets forth the total compensation of the Company’s non-employee directors for the year ended December 31, 2025.
2025 Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | Total ($) | | Thomas J. Gorman | $250,549 | $160,003 | $410,552 | | John A. Bevan | $137,132 | $160,003 | $297,135 | | Mary Anne Citrino | $161,000 | $160,003 | $321,003 | | Alistair Field | $130,000 | $160,003 | $290,003 | | Pasquale Fiore | $141,000 | $160,003 | $301,003 | | James A. Hughes | $151,728 | $160,003 | $311,731 | | Roberto O. Marques | $137,132 | $160,003 | $297,135 | | Carol L. Roberts | $152,713 | $160,003 | $312,716 | | Jackson P. Roberts | $146,500 | $160,003 | $306,503 | | Ernesto Zedillo | $130,000 | $160,003 | $290,003 | | Steven W. Williams(2) | $108,091 | $0 | $108,091 |
2025 Director Compensation
| (1) Mr. Galovich is not included in the table because he did not serve on the Board during fiscal year 2025. Mr. Oplinger is a member of the Board and President and CEO of Alcoa, and his compensation for fiscal year 2025 is reported in the 2025 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. | | (2) In the case of Mr. Williams, the fees included in the table reflect his period of service on the Board during calendar year 2025, which service terminated on May 8, 2025. Mr. Williams did not receive an annual stock award. | | (3) This column reflects the cash fees earned by directors for Board and committee service to Alcoa from January 1, 2025 through December 31, 2025, whether or not such fees were deferred. In 2025, Mr. Williams deferred his cash fees in the amount of $108,091 into RSUs. | | (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 estimated forfeitures, of the RSU awards granted by Alcoa on May 12, 2025. A discussion of the relevant assumptions is set forth in Note N to the Consolidated Financial Statements in Part II, Item 8 of the 2025 Form 10-K. As of December 31, 2025, each of Messrs. Bevan, Field, Fiore, Gorman, Hughes, and Marques, Dr. Zedillo, and Mses. Citrino, C. Roberts, and J. Roberts held 5,690 unvested RSUs. The Company does not pay fractional shares; any fractional share amounts are paid in cash. |
2025 Overview
| Continued review of NEO compensation elements against market practices for executive talent | Continued review of our NEO compensation elements and amounts against those used in the applicable peer groups, which are composed of primarily U.S. headquartered multinational companies. | | | | Approved an annual IC plan | Approved an annual IC plan that is largely consistent with the prior year design and continues to maintain focus on financial and operating performance, as further described in the “2025 Executive Compensation—2025 Annual Incentive Compensation” section of this CD&A. In 2025, the Company's results reflected continued strength in aluminum pricing and operational performance. As a result, overall performance under the 2025 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 118.8% (above target). | | | | Maintained LTI equity mix | Maintained a performance focused equity mix of 60% PRSUs (at target) and 40% time-based RSUs in the LTI program. | | | | Three-year cumulative Performance period for PRSUs | Granted PRSUs with a three-year cumulative performance period of January 1, 2025 through December 31, 2027, which awards can be earned based on the achievement of three metrics weighted as follows: | | | | | 40% | 40% | 20% | | | Relative TSR (relative to the S&P Metals and Mining Select Industry Index) | ROE | Strategic Initiatives | | | PRSUs granted in 2025 included the following updates from 2024: i. Weighting was increased to 40% for both the Relative TSR and ROE metrics ii. The ROE metric payout is now based on a sum of annual performance against target for each individual year in the 3-year period, which we believe is more aligned with the cyclical nature of our commodity business; previously, the ROE metric was calculated using the 3-year average of performance against target for the full 3-year period ("Average ROE"). iii. A “Strategic Initiatives” metric was added with a 20% weighting, which replaces the prior “Carbon Intensity” metric, which had a 30% weighting. The Strategic Initiatives are designed to further focus the executive team on key strategic activities related to portfolio optimization and capital allocation. Each of the metrics is further described under “2025 Executive Compensation—2025 Equity Awards: PRSUs and RSUs.” Our PRSUs for the January 1, 2023 – December 31, 2025 period achieved a below target payout of 31.7%, based on below target performance with respect to the Relative TSR, Average ROE and Carbon Intensity metrics. | | |
2025 Say-on-Pay Vote
| Stockholders have continued to express support for Alcoa’s compensation programs, as evidenced by our 2025 Say-on-Pay vote, which received (i) over 88% approval of the total shares represented at the meeting and entitled to vote at the 2025 Annual Meeting of Stockholders (including both NYSE-listed shares of common stock and shares underlying the Australian Securities Exchange (ASX)-listed CDIs) and (ii) over 97% approval of the NYSE-listed shares of common stock (excluding shares underlying ASX-listed CDIs) represented at the meeting and entitled to vote at the 2025 Annual Meeting of Stockholders. These levels of support for our executive compensation programs were viewed by our Committee as an indication that no significant changes to our programs were warranted. The Committee will continue to consider stockholder feedback, including the advisory Say-on-Pay vote, as it evaluates the design of executive compensation programs and specific compensation decisions for executive officers in the future. Historically, 100% of our stockholders held Alcoa common stock listed on the NYSE. In August 2024, when our CDIs were listed on the ASX, ownership breakdown shifted to approximately 70% NYSE ownership (common stock) and 30% ASX ownership (CDIs). We believe that the increase in the relative percentage of Australian ownership resulted in the decrease in say-on-pay support from 2024 to 2025 due to differences in compensation market practices and structure between the United States and Australia. To effectively compete for executive talent, Alcoa’s executive compensation program must be consistent with market practice in the United States where Alcoa is incorporated, headquartered, predominantly regulated, and competes for talent, and where over a majority of our senior leadership team members reside. The Committee's objective is to provide a target total direct compensation program (i.e., base salary target annual IC and target LTI) that is competitive with similarly-sized U.S.-based public companies in similar industries to Alcoa (based on Global Industry Classification Standards, market capitalization and revenues) with which we compete for executive talent. The Committee seeks to attract, retain and motivate high-performing, well-rounded, and entrepreneurial executives to drive value for our stockholders, which we believe requires providing total direct compensation for executives that is at least near the median of the Executive Peer Group for comparable positions and conforms to U.S. market compensation practices. This is critically important given that we are headquartered in the U.S. Our U.S.-based pay philosophy results in an executive compensation program that is different than the model for companies organized and trading only in Australia. We balance these competing philosophies by adhering to U.S. market practices and targeting total direct compensation for the Chief Executive Officer in consideration of the Executive Peer Group median, granting the majority of total compensation in equity to align executives’ interests with stockholders, and selecting varied IC and LTI metrics tied to Alcoa’s strategic priorities. The Committee believes that our current executive compensation program design appropriately incentivizes the right behavior, aligns pay with performance, and results in long-term value creation for our stockholders in both the U.S. and Australia, which is evidenced by our stock price performance in fiscal year 2025. |
Executive Compensation Best Practices
| • We pay for performance and include key strategic performance metrics in our IC and LTI programs • We consider and benchmark NEO compensation against peer groups of companies, targeting total compensation generally at the median of the peer group • We review compensation tally sheets for our executive officers • We maintain robust stock ownership guidelines • Our grant practices are generally consistent year-over-year • We maintain an Executive Officer Severance Policy that generally limits severance payments to our executive officers, without stockholder ratification, to 2.99 times base salary plus target annual incentive bonus • We maintain a clawback policy • We have double-trigger equity vesting in the event of a change-in-control where awards are assumed • We pay competitive salaries and provide appropriate benefits to our executive officers, using a mix of stock price appreciation along with financial, non-financial, and operational metrics to align with the interests of stockholders • We incorporate market practices to mitigate risk • Our Compensation Committee retains an independent compensation consultant • Annual Say-on-Pay votes | • We do not pay dividend equivalents on stock options or unvested RSUs; dividend equivalents are paid on RSUs only if and when such awards vest • We do not allow share recycling • We do not grant stock options at a discount or reprice underwater stock options (including cash-outs) without stockholder approval • We do not allow short selling, hedging, or pledging of Company securities by our directors, executive officers, or employees • We do not have excise tax gross-ups in our Change in Control Severance Plan • We do not have employment contracts with any of our executive officers that guarantee employment • We do not pay above-market earnings on deferred compensation or other nonqualified plans • We do not encourage excessive risk-taking in compensation practices • We do not provide excessive perquisites to our executive officers; we limit the perquisites provided to executive officers to business-related relocation and international assignments that serve reasonable business purposes • We do not provide our NEOs with tax gross-ups or reimbursements on perquisites, other than in limited circumstances for business-related relocation and international assignments which are deemed to be in the best interests of the Company to retain our executive talent and are consistent with market practice |
Executive Compensation Philosophy
| • Individual contributions and overall corporate performance; • Market positioning, based on peer group data, in consideration of the market median for compensation; • Attraction and retention of key individuals in a competitive talent market; • Complexity, experience, and importance of each NEO’s role and his or her related responsibilities; • Aggressiveness of the performance targets; • Strategic goals and direction of the Company; • Current and anticipated business environment; • Unanticipated events impacting financial results; and • Leadership and growth potential. |
Executive Compensation Process
| | | | | | • Establish and/or review executive compensation philosophy • Establish annual performance metrics in support of strategic priorities and in alignment with the compensation philosophy • Set performance metrics to include financial and non-financial goals | • Review competitive data from peer companies of similar size and complexity to Alcoa to establish individual NEO targets • Set challenging performance targets for both the IC plan and LTI plan at the beginning of the performance period | • Track progress against performance targets (financial and non- financial) for both the IC plan and LTI plan • Monitor progress toward overall strategic priorities • Assess CEO and other NEO performance | • Finalize and approve year-end results (performance relative to goals) for compensation plans • Approve NEO compensation for the completed fiscal year and the grants and target compensation for the current year, taking into account overall Company and individual NEO performance |
Compensation Consultant
Compensation Consultant The Compensation Committee directly retained an independent consultant, Pay Governance, in 2025. Pay Governance provided advice as requested by the Committee on the amount and form of certain executive compensation components, including, among other items, advising on executive compensation market practices, trends, and developments, the companies in the Executive Peer Group, benchmarking data, plan design elements, and an analysis and review of the compensation arrangements for executives. Pay Governance also provided advice to the Governance and Nominating Committee regarding non-employee director compensation and comparative market information and practices as described under “Non-Employee Director Compensation Program.” Pay Governance did not provide any services to Alcoa other than the services provided directly to support the Board committees. The Committee performed its annual assessment of the consultant’s independence and found no conflict of interest. In its assessment, the Committee considered, among other matters: that Pay Governance provides no other services to the Company (other than to the Compensation and Governance and Nominating Committees); the amount of fees received from the Company by Pay Governance as a percentage of Pay Governance’s total revenue; the policies and procedures that Pay Governance has in place to prevent conflicts of interest; any business or personal relationships between the consultants at Pay Governance performing consulting services and any Compensation Committee members or any executive officer; and any ownership of Company stock by the consultants. In addition to information provided by Pay Governance, the Company utilized broad-based comparative compensation survey data from Willis Towers Watson, which is further referenced below, in order to assist the Company with its general understanding as to whether its compensation programs were competitive with the market.
Consideration of Peer Groups in Establishing Compensation
Consideration of Peer Groups in Establishing Compensation The Committee previously developed and approved the use of a peer group for our executive team (the “Executive Peer Group”), which consists of 16 U.S. headquartered multinational companies, and a second group, consisting of over 300 companies which are primarily U.S. based, for our other officers (the “Secondary Executive Peer Group”), which uses a broader base of companies and is utilized as an additional reference point for additional comparability of compensation for executive roles. During 2025, the Committee reviewed the continued appropriateness of the Executive Peer Group with Pay Governance. The Executive Peer Group is determined primarily based upon Global Industry Classification Standards, revenue, and market capitalization. The 2025 component companies for the Executive Peer Group are listed below. In December 2025, the Committee reviewed the Executive Peer Group and determined it was appropriate to remove United States Steel Corporation as it had been acquired by Nippon Steel Corporation earlier in 2025. The Committee determined to continue to use the remaining 15 companies in the Executive Peer Group for 2026.
Consideration of Peer Groups in Establishing Compensation
| Air Products and Chemicals, Inc. | Celanese Corporation | Cleveland-Cliffs Inc. | Commercial Metals Company | | Eastman Chemical Company | Ecolab Inc. | Freeport-McMoRan Inc. | Huntsman Corporation | | International Paper Company | Newmont Corporation | Nucor Corporation | Packaging Corporation of America | | PPG Industries Inc. | Reliance, Inc. | Steel Dynamics, Inc. | United States Steel Corporation |
Consideration of Peer Groups in Establishing Compensation
The Secondary Executive Peer Group was determined primarily based upon the same revenue criteria as the Executive Peer Group and is limited to companies who also participated in the Willis Towers Watson Executive Compensation Survey, excluding financial services and insurance companies. We believe that using this larger peer group creates more stability and consistency in the data, as outside of the CEO and CFO, the position of each NEO varies by organization and may change year-to-year.
Components of 2025 Executive Compensation Program
| Short-Term | | Long-Term | | Fixed | Variable | | | Base Salary | Annual Incentive Compensation (short-term cash opportunities) | Long-Term Incentive (long-term equity opportunities) | | Purpose | | | | Reflects the experience of the NEO and expected day-to-day contributions. Amounts are supported by competitive market and Executive Peer Group data. | Short-term, at-risk pay designed to motivate achievement of annual performance goals in support of our strategic priorities. | 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. | | Design | | | | Reviewed at least annually to consider changes in position responsibility, experience, and market competitiveness. | Market competitive target opportunities established for NEOs. Performance-based annual financial (70%) and non-financial (30%) metrics. There are reduced payouts if performance is between minimum and target, and participants have an opportunity to earn increased payouts when targets are exceeded. | Our NEOs received LTI compensation opportunities in two parts: 1. PRSUs, to reward performance based on long-term metrics; and 2. Time-based RSUs, to drive executive ownership and retain NEOs through the challenges of a commodity-driven business |
2025 Annual Incentive Compensation
2025 Annual Incentive Compensation The 2025 IC plan consisted of the following metrics:
2025 Annual Incentive Compensation
| 70% financial | Adjusted EBITDA Excluding Special Items—Normalized (20%), Free Cash Flow (20%), Segment Cash Net Conversion Cost (15%), and Segment Production Performance metrics (15%), as more fully described below; and | | 30% non-financial | Safety (20%) and Human Resources Management (10%), as more fully described below. |
2025 Annual Incentive Compensation
Alcoa’s weighting of non-financial metrics at 30% reflects the importance of those metrics to the strategy of the Company: • The safety metrics are designed to drive a continued focus on our top priority of protecting the safety of our workforce and communities. The “Zero Fatalities” metric can be achieved internally by having no fatalities at any Alcoa facility and includes external (community) fatalities as a result of a Company tailings facility failure. Alcoa experienced a fatality in 2025 at its Alumar smelter and, in response, the Company has deployed enhanced safety procedures at this plant and across locations. The “FSI—Actual” metric focuses on reducing the number of fatal and serious injuries/illnesses at Alcoa that are life-altering or life-ending, and includes external actual fatal and serious injuries as a result of a Company tailings facility failure. • Human resources management metrics are designed to support the Company’s vision to build a more inclusive culture and reinforce Company efforts to attract, engage, and retain top talent to optimize the Company’s performance and drive stockholder value. We believe that embracing people’s differences and creating an inclusive culture that reflects the communities within which we operate strengthens the organization’s strategy and operations.
2025 Company IC Plan Metrics
| * Numbers are rounded and therefore may not fully align to weighted results. | | (1) The maximum payout for each metric is 200%. The annual financial targets approved by the Committee are determined based on the Company's business plan, which considers external factors, including currency, pricing, and regional premiums. |
2025 Target Annual Incentive Compensation Opportunities
2025 Target Annual Incentive Compensation Opportunities In January 2025, the Committee set and approved the following target annual IC opportunities for each NEO based on his or her then-current job band and review of comparative market data.
2025 Target Annual Incentive Compensation Opportunities
| Named Executive Officer | Target IC Opportunity for 2025 (% of Base Salary Earnings) | Total IC Opportunity for 2025 at Target $ | Total IC Opportunity for 2025 at Maximum $(1) | | William F. Oplinger | 150% | $1,948,388 | $3,896,776 | | Molly S. Beerman | 100% | $694,384 | $1,388,768 | | Matthew T. Reed | 100% | $691,324 | $1,382,648 | | Andrew Hastings | 80% | $494,945 | $989,890 | | Renato Bacchi | 80% | $477,204 | $954,408 |
2025 Target Annual Incentive Compensation Opportunities
| (1) The maximum payout under the IC Plan is 200% of target. |
2025 Annual Incentive Compensation Payout Determination and Amounts
2025 Annual Incentive Compensation Payout Determination and Amounts In January 2026, the Committee met to consider 2025 Company performance and individual contributions to determine IC payouts for each NEO for 2025. The IC plan achievement based on the Company’s results was 118.8% of target (before consideration of each NEO’s individual contributions). The resulting IC payout for the NEOs was based on the following formula, with the individual contribution adjustments (percentage above or below target of 100%) applied to the performance results, as further described below, measured from January 1, 2025 through December 31, 2025, and subject to a maximum payout of 200% of target opportunity.
Formula to Determine 2025 Annual Incentive Compensation Payout
Formula to Determine 2025 Annual Incentive Compensation Payout
Formula to Determine 2025 Annual Incentive Compensation Payout
| Base Salary Earnings ($) (fiscal year)x | Applicable Target Incentive Opportunity (%)x | Achievement Based on Company Results (%) | +/- | Individual Contributions Adjustment | = | Annual IC Payout ($) |
Formula to Determine 2025 Annual Incentive Compensation Payout
At the beginning of 2025, 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 holistic review of the performance of each NEO serving as of December 31, 2025, relative to their respective goals and objectives, in determining the 2025 IC payouts, placing specific emphasis on each NEO’s roles and contributions to the overall success of the Company throughout 2025. The IC payouts reflect the achievements of the NEOs in a highly complex and rapidly changing commodity environment impacting aluminum and alumina pricing and production costs. The following is a summary of the Committee’s conclusions with respect to the performance of each current NEO:
Formula to Determine 2025 Annual Incentive Compensation Payout
| William F. Oplinger President and Chief Executive Officer | | | | Led the Company and drove performance and actions to advance the Company’s initiatives, while maintaining engagement with the Chairman and the Board, resulting in the following key achievements: • Continued to create a high-performance culture through the Company’s redefined Vision to Build a Legacy of Excellence for Future Generations, supported by updated strategic priorities | • Successfully completed the sale of 25.1% interest in Ma’aden joint venture, generating significant value and expected to provide enhanced financial flexibility • Oversaw collaborative progress to advance the operational outlook in Spain and Australia, fostering alignment on strategic priorities and execution • Drove operational stability, commercial excellence, and disciplined capital allocation | Individual Contribution Level: 100% | | Molly S. Beerman Executive Vice President and Chief Financial Officer | | | | Led the Company’s finance, tax, treasury, investor relations, risk, and information technology functions: • Demonstrated a disciplined approach to financial stewardship while enabling the Company’s broader strategic and operational objectives • Operated as a trusted advisor to the CEO and Board by providing clear, timely and actionable financial insights | • Continued a disciplined capital allocation approach and maintained a strong balance sheet • Increased external presence with global investors, highlighted in Alcoa’s recent Investor Day, the first since 2021 | Individual Contribution Level: 110% | | Matthew T. Reed Executive Vice President and Chief Operations Officer | | | | Led the Company’s global operations (Alumina and Aluminum segments) and transformation assets: • Continued to drive operational stability, execution, and continuous improvement, reflected in the achievement of annual production records at five smelters and one refinery • Continued to advance the Australia mine approvals | • Strengthened and refocused fatality risk management across all operations with improvement in injury rates • Progressed the San Ciprián, Lista, and Alumar restarts | Individual Contribution Level: 100% |
Formula to Determine 2025 Annual Incentive Compensation Payout
| Andrew Hastings Executive Vice President and General Counsel | | | | Led the Company's legal, governance, ethics and compliance, and global security functions, including advising on managing risk and liabilities faced by the Company: • Reflected sound legal judgment, a positive approach to limit risk, all in strong alignment with the Company’s strategic objectives | • Successfully defended the Company’s position in the Australian tax dispute, resulting in a favorable decision for the Company • Provided strong support and counsel for strategic efforts across the business, including the strategic partnership in Spain, the Ma’aden transaction, and progressing the gallium joint venture project with government partners | Individual Contribution Level: 107% |
Formula to Determine 2025 Annual Incentive Compensation Payout
| Renato Bacchi Executive Vice President and Chief Commercial Officer | | | | Led the Company's commercial function, which includes sales and trading, marketing, supply chain, commercial operations, procurement, global energy assets, and innovation and technology programs: • Implemented commercial excellence strategy, drove initiatives, and enhanced customer relationships, including the first EcoLum® value add product sale in North America | • Mitigated tariff costs through redirection and efficient supply chain use • Progressed ELYSIS® technology development through the successful start of commercial sized inert anode cell • Secured a new 10-year energy supply contract for Massena Operations | Individual Contribution Level: 115% |
Formula to Determine 2025 Annual Incentive Compensation Payout
Based on these conclusions and taking into consideration each NEO’s contributions, the Committee approved the 2025 IC payouts for each NEO below as reflective of the NEOs’ contributions to the Company’s outcomes:
Formula to Determine 2025 Annual Incentive Compensation Payout
| Name | 2025 Base Salary Earnings | IC Target % | IC Target $ | Performance Results % | IC Based on Performance Results | Individual Contribution Level % | Total IC Payout | | William F. Oplinger | $1,298,925 | 150% | $1,948,388 | 118.8% | $2,314,684 | 100% | $2,314,684 | | Molly S. Beerman | $694,384 | 100% | $694,384 | 118.8% | $824,928 | 110% | $907,421 | | Matthew T. Reed | $691,324 | 100% | $691,324 | 118.8% | $821,292 | 100% | $821,292 | | Andrew Hastings | $618,682 | 80% | $494,945 | 118.8% | $587,995 | 107% | $629,155 | | Renato Bacchi | $596,505 | 80% | $477,204 | 118.8% | $566,918 | 115% | $651,956 |
2025 Equity Awards: PRSUs and RSUs
2025 Equity Awards: PRSUs and RSUs In early 2025, Alcoa granted LTI awards to the NEOs 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 his or her contribution to the Company at the time of grant.
2025 Equity Awards: PRSUs and RSUs
| 60% PRSUs | | PRSU award performance is based on achievement against cumulative three-year performance targets related to the following metrics: (i) Relative TSR (40%), (ii) ROE (40%), and (iii) Strategic Initiatives (20%) These metrics are designed to align the LTI plan with Alcoa’s strategic priorities to Excel Today, Continuously Improve, and Invest for Tomorrow. 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 2025 PRSU awards have a performance period of January 1, 2025 through December 31, 2027. | | 40% Time-based RSUs | | RSUs vest ratably over a three-year period on each anniversary of the grant date. |
2025 Grants of Long-Term Incentive Awards to Each NEO
2025 Grants of Long-Term Incentive Awards to Each NEO In 2025, the Committee granted the following LTI awards to each NEO, calculated based on the closing price per share of the Company’s common stock on the grant date of January 29, 2025 for the RSUs, and February 20, 2025 for the PRSUs. If and to the extent that the 2025 PRSU awards are earned, as determined by the Committee after the end of the performance period, the 2025 PRSUs will be paid out in shares of Company common stock on a one-unit to one-share basis. The amount of the 2025 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 2025 PRSU award:
2025 Grants of Long-Term Incentive Awards to Each NEO
| Name | 2025 LTI Fair Market Value at Grant | Number of PRSUs (Target) | Number of RSUs | | William F. Oplinger | $9,000,255 | 144,970 | 102,480 | | Molly S. Beerman | $2,400,188 | 38,660 | 27,330 | | Matthew T. Reed | $2,400,188 | 38,660 | 27,330 | | Andrew Hastings | $1,400,684 | 22,560 | 15,950 | | Renato Bacchi | $1,400,684 | 22,560 | 15,950 |
PRSU Metrics
PRSU Metrics The Committee approved the following metrics for the 2025 PRSUs: • Relative TSR (40%): Relative TSR means Alcoa’s total stockholder 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:
2023 PRSUs—Performance Targets and Achievement
| Payout Based on Three-Year Performance Period (January 1, 2023—December 31, 2025) | | | | | Target Opportunity (Number of PRSUs)x | % Achievement Based on Alcoa Performance (Relative to Targets) | • | Payout based on Performance |
2023 PRSUs—Performance Targets and Achievement
| (1) Please see “Attachment A—Additional Information Regarding Performance Measures” for additional descriptions of these measures and reconciliations of the non-GAAP financial measures against the most directly comparable GAAP financial measures. | | (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). | | (3) Alumina segment CO2e in refining operations was measured by tons of CO2e per tons of alumina produced relative to other alumina refineries. Company results include ownership of Ma’aden joint venture at 25.1% until July 1, 2025 and the Alumar refinery at 54.0%. | | (4) Aluminum segment renewable energy production in smelting operations includes both direct and purchased renewable energy. |
PRSUs—2023 Award Payouts
PRSUs—2023 Award Payouts The three-year performance period applicable to the 2023 PRSU awards ended on December 31, 2025 and, as described in the table above, the Committee determined that the awards were earned at 31.7% of target (rounded up to the nearest whole share) based on the performance results.
PRSUs—2023 Award Payouts
| Named Executive Officer | 2023 PRSU Grants (Target) | Performance Period Results | Total Earned Shares for the 2023 PRSU Grants* | | William F. Oplinger | 27,570 | 31.7% | 8,740 | | Molly S. Beerman | 22,050 | 31.7% | 6,990 | | Matthew T. Reed(1) | — | — | — | | Andrew Hastings | 8,320 | 31.7% | 2,638 | | Renato Bacchi | 15,320 | 31.7% | 4,858 |
PRSUs—2023 Award Payouts
| * Numbers are rounded and therefore may not fully align to Total Earned Shares. | | (1) Mr. Reed was not an eligible employee of the Company at the time of the 2023 PRSU grants. |
Change in Control Provisions in Annual Incentive and LTI Awards
Change in Control Provisions in Annual Incentive and LTI Awards
Annual Incentive Plan
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.
2016 Stock Incentive Plan
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.
Recovery of Incentive Compensation
Recovery of Incentive Compensation In accordance with the requirements of the NYSE listing standards, we maintain an executive officer clawback policy (the “Clawback Policy”) that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former “Section 16 officer” of the Company, as defined in Rule 16a-1(f) under the Exchange Act (a “Covered Officer”), in the event of an accounting restatement. Unless an exception applies, the Company will recover reasonably promptly from each Covered Officer the covered compensation received by such Covered Officer in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws as provided in the Clawback Policy. Under the terms of our 2016 Stock Incentive Plan, the Committee has the right to cancel an equity award prior to a change in control in the event of a participant’s willful engagement in conduct that is injurious to the Company or any subsidiary. For awards granted in 2024 and later, the terms of such awards provide that upon termination of employment by the Company for cause, equity awards held by an employee will be forfeited and immediately cancelled, and the Board in its discretion may require an employee to repay to the Company any and all shares previously paid (or the equivalent value in cash) pursuant to the award terms.
Equity Award Grant Policies and Practices
Equity Award Grant Policies and Practices Alcoa’s practice has been to grant equity awards on the same general timeline each year, with awards based on the closing market price per share of Alcoa stock on the grant date. The Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation with such equity awards. Alcoa has not granted stock options for more than five years.
Conservative Compensation Risk Profile
Conservative Compensation Risk Profile We review our compensation risk profile on an annual basis. The Committee evaluates the risk profile of our compensation programs when establishing policies and upon approving IC and LTI plan designs. Additionally, the Board annually considers risks related to compensation in its oversight of enterprise risk management. These evaluations include a consideration of the ways in which we believe compensation risk is effectively managed or mitigated, including as follows: • the use of corporate-wide metrics encourages cooperation between business segments by focusing on the same goals; • the application of operational metrics as necessary to further link compensation to the performance of our core businesses; • the mix between short-term and long-term incentives, and balance between cash and equity programs; • balancing grants of PRSUs and RSUs under the LTI plan; • caps on both the individual plan metrics and the overall incentives; • use of multiple financial and non-financial performance measures in our incentive plans; • discretion retained by the Committee to adjust awards; • stock ownership guidelines requiring the holding of substantial equity in Alcoa; • clawback policy and other rights that empower the Company to recover certain incentive compensation; and • prohibitions on short selling, hedging and pledging Alcoa securities.
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: • 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; • a pro-rated target annual bonus; • 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; • 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 • reasonable outplacement services for a period of up to twelve months. 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 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.
2025 Summary Compensation Table
2025 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.
2025 Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | William F. Oplinger President and Chief Executive Officer | 2025 | $1,298,925 | $0 | $9,899,069 | $0 | $2,314,684 | $334,662 | $154,748 | $14,002,088 | | | 2024 | $1,235,000 | $0 | $9,013,167 | $0 | $3,159,346 | $0 | $87,750 | $13,495,263 | | | 2023 | $862,258 | $0 | $2,464,324 | $0 | $1,000,000 | $321,426 | $58,425 | $4,706,433 | | Molly S. Beerman Executive Vice President and Chief Financial Officer | 2025 | $694,384 | $0 | $2,639,880 | $0 | $907,421 | $0 | $94,805 | $4,336,490 | | | 2024 | $660,211 | $135,000 | $2,294,534 | $0 | $1,077,002 | $0 | $78,970 | $4,245,717 | | | 2023 | $618,864 | $0 | $1,971,119 | $0 | $516,690 | $0 | $60,220 | $3,166,893 | | Matthew T. Reed Executive Vice President and Chief Operations Officer | 2025 | $691,324 | $0 | $2,639,880 | $0 | $821,292 | $0 | $96,785 | $4,249,281 | | | 2024 | $665,000 | $0 | $2,294,534 | $0 | $1,084,814 | $0 | $93,100 | $4,137,448 | | Andrew Hastings Executive Vice President and General Counsel | 2025 | $618,682 | $0 | $1,540,556 | $0 | $629,155 | $0 | $293,319 | $3,081,712 | | | 2024 | $591,771 | $120,000 | $1,311,304 | $0 | $772,284 | $0 | $35,105 | $2,830,464 | | | 2023 | $191,667 | $100,000 | $386,755 | $0 | $128,018 | $0 | $14,375 | $820,815 | | Renato Bacchi Executive Vice President and Chief Commercial Officer | 2025 | $596,505 | $0 | $1,540,556 | $0 | $651,956 | $0 | $74,664 | $2,863,681 | | | 2024 | $576,333 | $0 | $1,639,353 | $0 | $683,762 | $0 | $61,481 | $2,960,929 | | | 2023 | $502,500 | $0 | $1,369,606 | $0 | $320,374 | $0 | $55,065 | $2,247,545 |
Notes to 2025 Summary Compensation Table
| (5) Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amount shown for 2025 reflects the aggregate positive change in the actuarial present value of Mr. Oplinger’s accumulated benefit under all defined benefit plans, including supplemental plans, from December 31, 2024 to December 31, 2025. 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 2024 to 2025. Assumptions used are further described under “2025 Pension Benefits.” For years in which the change in present value is negative (less than zero), zero is reflected in the SCT. The change in present value for 2025 was positive as follows: Mr. Oplinger $334,662. Ms. Beerman, Mr. Reed, Mr. Hastings, and Mr. Bacchi are not participants in the pension plan. Alcoa does not provide above-market or preferential earnings on deferred compensation. | | (6) All Other Compensation. Please see the information below regarding amounts set forth in this column. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table provides information on equity and non-equity plan-based awards granted by Alcoa in 2025.
2025 Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards (#) ($) | | Name | Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | William F. Oplinger | IC(1) | — | $0 | $1,948,388 | $3,896,776 | — | — | — | — | — | — | — | | | RSU(2) | 1/29/2025 | — | — | — | — | — | — | 102,480 | — | — | $3,600,122 | | | PRSU(3) | 2/20/2025 | — | — | — | 0 | 144,970 | 289,940 | — | — | — | $6,298,947 | | Molly S. Beerman | IC(1) | — | $0 | $694,384 | $1,388,768 | — | — | — | — | — | — | — | | | RSU(2) | 1/29/2025 | — | — | — | — | — | — | 27,330 | — | — | $960,103 | | | PRSU(3) | 2/20/2025 | — | — | — | 0 | 38,660 | 77,320 | — | — | — | $1,679,777 | | Matthew T. Reed | IC(1) | — | $0 | $691,324 | $1,382,648 | — | — | — | — | — | — | — | | | RSU(2) | 1/29/2025 | — | — | — | — | — | — | 27,330 | — | — | $960,103 | | | PRSU(3) | 2/20/2025 | — | — | — | 0 | 38,660 | 77,320 | — | — | — | $1,679,777 | | Andrew Hastings | IC(1) | — | $0 | $494,945 | $989,890 | — | — | — | — | — | — | — | | | RSU(2) | 1/29/2025 | — | — | — | — | — | — | 15,950 | — | — | $560,324 | | | PRSU(3) | 2/20/2025 | — | — | — | 0 | 22,560 | 45,120 | — | — | — | $980,232 | | Renato Bacchi | IC(1) | — | $0 | $477,204 | $954,408 | — | — | — | — | — | — | — | | | RSU(2) | 1/29/2025 | — | — | — | — | — | — | 15,950 | — | — | $560,324 | | | PRSU(3) | 2/20/2025 | — | — | — | 0 | 22,560 | 45,120 | — | — | — | $980,232 |
2025 Grants of Plan-Based Awards
| (1) Reflects threshold, target, and maximum annual cash incentive amounts that could have been earned based on Company performance pursuant to 2025 awards granted under the Annual Incentive Plan. The amounts of annual cash incentive awards earned in 2025 by our NEOs were determined in January 2026 and paid in February 2026 and are included in the “Non-Equity Incentive Plan Compensation” column of the SCT. For additional information, please see “2025 Annual Incentive Compensation” in the CD&A. | | (2) Reflects the number of RSUs granted under the Company’s 2016 Stock Incentive Plan. Grant date fair values are determined in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. See “2025 Equity Awards: PRSUs and RSUs” in the CD&A. | | (3) Reflects the threshold, target, and maximum numbers of PRSU awards granted in 2025 under the Company’s 2016 Stock Incentive Plan for the 2025-2027 performance period. Grant date values are determined in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. See “2025 Equity Awards: PRSUs and RSUs” in the CD&A. |
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End The following table provides information on outstanding Alcoa equity awards held by the NEOs at December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested* ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested* ($) | | William F. Oplinger | 1/24/2018 | 18,770 | 0 | 53.30 | 1/24/2028 | 202,396 | $10,755,323 | 322,010 | $17,111,611 | | Molly S. Beerman | — | — | — | — | — | 66,940 | $3,557,192 | 83,730 | $4,449,412 | | Matthew T. Reed | — | — | — | — | — | 46,150 | $2,452,411 | 83,730 | $4,449,412 | | Andrew Hastings | — | — | — | — | — | 34,891 | $1,854,108 | 48,320 | $2,567,725 | | Renato Bacchi | — | — | — | — | — | 43,844 | $2,329,870 | 54,760 | $2,909,946 |
2025 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 31, 2025, which was $53.14. | | (1) 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. | | (2) Stock awards in this column include PRSU awards, which are deemed to be earned because the performance condition had been achieved, but which had not vested as of December 31, 2025, and RSU awards. The 2023 PRSU awards had performance criteria established at the beginning of the three-year performance period that ended December 31, 2025. All RSUs with a grant date pre-2024 cliff-vest three years from the date of grant. The 2024 and 2025 RSU grants vest ratably over three years beginning on the first anniversary of the date of grant. See the “Unvested RSUs/Earned but not Vested PRSUs” column in the table that follows footnote 3. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (3) Stock awards in this column include unearned PRSU awards (at the target amount for the 2024 and 2025 PRSU grants) and for which the performance period has not ended. See the “Unearned PRSUs” column in the table that follows. |
2025 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 | 1/29/2025 | 102,480 | — | (1) | | | RSU | 1/24/2024 | 73,926 | — | (2) | | | RSU | 1/25/2023 | 17,250 | — | 1/25/2026 | | | PRSU | 2/20/2025 | — | 144,970 | 2/20/2028 | | | PRSU | 2/21/2024 | — | 177,040 | 2/21/2027 | | | PRSU | 2/22/2023 | 8,740 | — | 2/22/2026 | | Total | | | 202,396 | 322,010 | | | Molly S. Beerman | RSU | 1/29/2025 | 27,330 | — | (1) | | | RSU | 1/24/2024 | 18,820 | — | (2) | | | RSU | 1/25/2023 | 13,800 | — | 1/25/2026 | | | PRSU | 2/20/2025 | — | 38,660 | 2/20/2028 | | | PRSU | 2/21/2024 | — | 45,070 | 2/21/2027 | | | PRSU | 2/22/2023 | 6,990 | — | 2/22/2026 | | Total | | | 66,940 | 83,730 | | | Matthew T. Reed | RSU | 1/29/2025 | 27,330 | — | (1) | | | RSU | 1/24/2024 | 18,820 | — | (2) | | | PRSU | 2/20/2025 | — | 38,660 | 2/20/2028 | | | PRSU | 2/21/2024 | — | 45,070 | 2/21/2027 | | Total | | | 46,150 | 83,730 | | | Andrew Hastings | RSU | 1/29/2025 | 15,950 | — | (1) | | | RSU | 1/24/2024 | 10,753 | — | (2) | | | RSU | 1/25/2023 | 5,550 | — | 1/25/2026 | | | PRSU | 2/20/2025 | — | 22,560 | 2/20/2028 | | | PRSU | 2/21/2024 | — | 25,760 | 2/21/2027 | | | PRSU | 2/22/2023 | 2,638 | — | 2/22/2026 | | Total | | | 34,891 | 48,320 | | | Renato Bacchi | RSU | 1/29/2025 | 15,950 | — | (1) | | | RSU | 1/24/2024 | 13,446 | — | (2) | | | RSU | 9/15/2023 | 9,590 | — | 9/15/2026 | | | PRSU | 2/20/2025 | — | 22,560 | 2/20/2028 | | | PRSU | 2/21/2024 | — | 32,200 | 2/21/2027 | | | PRSU | 9/15/2023 | 4,858 | — | 9/15/2026 | | Total | | | 43,844 | 54,760 | |
2025 Outstanding Equity Awards at Fiscal Year-End
| (1) RSU awards granted in 2025 vest ratably over three years on 1/29/2026, 1/29/2027, and 1/29/2028. | | (2) RSU awards granted in 2024 vest ratably over three years, with the remaining outstanding tranches vesting on 1/24/2026, and 1/24/2027. |
2025 Option Exercises and Stock Vested
2025 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 2025.
2025 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | William F. Oplinger (3) | — | — | 58,070 | $2,123,119 | | Molly S. Beerman | — | — | 13,520 | $496,231 | | Matthew T. Reed | — | — | 9,410 | $352,216 | | Andrew Hastings | — | — | 5,377 | $201,261 | | Renato Bacchi | — | — | 18,452 | $662,630 |
2025 Option Exercises and Stock Vested
| (1) Reflects vesting of 2022 grants of RSU and PRSU awards for Messrs. Oplinger and Bacchi, and Ms. Beerman upon completion of the three-year vesting period; and the first tranche vesting of the 2024 grant of RSUs for Messrs. Oplinger, Reed, Hastings and Bacchi, and Ms. Beerman. | | (2) Amounts were calculated using the closing price per share of Alcoa stock of $34.97 on January 27, 2025, the next succeeding business day following January 26, 2025, the vesting date for the 2022 grants of RSUs, $35.13 on January 29, 2025, the date the Committee approved the performance results and vesting, for the 2022 PRSUs, and $37.43 on January 24, 2025 the vesting date for the first tranche of the 2024 RSUs. | | (3) Mr. Oplinger is the only NEO holding unexercised stock options. Alcoa has not granted stock options for more than five years. |
2025 Pension Benefits
2025 Pension Benefits The following table contains information with respect to each plan that provides for specified retirement payments or benefits primarily following retirement, including tax-qualified defined benefit plans and non-qualified defined benefit plans, but excluding defined contribution plans. Effective December 31, 2020, eligible salaried employees, including participating NEOs, in the U.S. ceased accruing retirement benefits for future service under the following defined benefit pension plans.
2025 Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#)(2) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | William F. Oplinger | Pension Plan for Certain Salaried Employees of Alcoa USA (Rule IM) | 20.8 | $700,256 | — | | | Alcoa USA Corp. Nonqualified Supplemental Retirement Plan C | 20.8 | $2,743,841 | — | | Molly S. Beerman(1) | — | — | — | — | | Matthew T. Reed(1) | — | — | — | — | | Andrew Hastings(1) | — | — | — | — | | Renato Bacchi(1) | — | — | — | — |
2025 Pension Benefits
| (1) Ms. Beerman and Messrs. Reed, Bacchi, and Hastings are not eligible to participate in Alcoa’s defined benefit plans. | | (2) “Number of Years Credited Service” includes years of credited service under the Alcoa Inc. Predecessor Retirement Plan. |
2025 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 2025 Form 10-K, and discount rates of 5.31% for the Pension Plan for Certain Salaried Employees of Alcoa USA Corp. and 5.38% for the Alcoa USA Corp. Nonqualified Supplemental Retirement Plan. A certain 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 4.07%, 5.15% and 6.01% and the 2026 Code Section 417(e) lump sum mortality table. Mr. Oplinger is eligible for reduced early retirement benefits on December 31, 2025, as he has satisfied the retirement criteria under the plan. For the purposes of this table, Mr. Oplinger is assumed to commence benefits at age 65. 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 Mr. Oplinger, 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 IM who leave the Company at age 55 with 10 or more years of service, however benefits are reduced from age 65 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. Average Final Compensation is calculated using the average of the highest consecutive five of the last ten years of earnings for Mr. 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. Mr. Oplinger participates 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.
2025 Nonqualified Deferred Compensation
2025 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.
2025 Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | William F. Oplinger | $0 | $123,248 | $519,026 | $0 | $2,948,885 | | Molly S. Beerman | $152,596 | $63,305 | $143,879 | $0 | $1,284,506 | | Matthew T. Reed(5) | — | — | — | — | — | | Andrew Hastings | $0 | $31,229 | $5,903 | $0 | $52,018 | | Renato Bacchi | $18,255 | $43,164 | $61,806 | $0 | $541,018 |
2025 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 2025 row of the SCT. | | (2) 2025 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. | | (3) These amounts are not included in the SCT because they are not above market. | | (4) This column includes NEOs’ and Alcoa’s contributions, which amounts for 2025 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 2025: Mr. Oplinger, $657,908; Ms. Beerman, $988,667; Mr. Hastings, $46,073; and Mr. Bacchi, $264,493. | | (5) Mr. Reed is not eligible to participate in the Alcoa USA Corp. Deferred Compensation Plan. |
2025 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 are 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 31, 2025 and a valuation of our common stock based on its closing price per share on December 31, 2025 of $53.14. The tables also assume that each executive will take all action necessary or appropriate for such person to receive the maximum available 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 People and 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: • Any person acquiring 30% or more of Alcoa’s voting power if certain conditions are met; or • 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 • 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 • The consummation of liquidation or dissolution of the Company. 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: 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 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 • Material reduction in total compensation and benefits; or • Relocation of more than 50 miles from principal job location; or • Failure to pay compensation to the eligible employee within 14 days of when such compensation is due 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 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 31, 2025. 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 31, 2025, which was $53.14, 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.
Potential Payments Upon Termination or Change in Control
The Company entered into its standard form of Corporate Officer Executive Severance Agreement (U.S. and Australia form, as applicable) with each of the other current NEOs − Mr. Reed, Mr. Bacchi, and Mr. Hastings. Pursuant to the form of Corporate Officer Executive Severance Agreement, the agreements with Messrs. Bacchi and Hastings provide that, if employment is terminated without cause, each 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 Mr. Reed, amounts entitled to receive under the severance plan applicable to his Australian location, to which he 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. 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.
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 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). The values are as follows for 2025, our last completed fiscal year: • Mr. Oplinger’s annual total compensation as disclosed in the SCT — $14,002,088 • Our median employee’s annual total compensation — $106,009 • Ratio of Mr. Oplinger’s annual total compensation to our median employee’s annual total compensation — 132:1 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, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year in the subsequent three-year period; 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 2024 pay ratio disclosure. We most recently calculated the median employee for purposes of providing such pay ratio disclosure in 2024. For purposes of our 2025 pay ratio disclosure, we reviewed the changes in our employee population and employee compensatory arrangements and determined there has been a change in our employee population or employee compensatory arrangements that would significantly impact the 2025 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2025. As a result, for purposes of our 2025 pay ratio disclosure, we used a new median employee. We identified the median employee for purposes of our 2025 pay ratio disclosure using our global employee population as of October 31, 2025. We used a consistently applied compensation measure across our global employee population, excluding Mr. Oplinger, 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, 2024 (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 the United States, each of whom had identical compensation. We then calculated each of these employees’ actual 2025 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. 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 Versus Performance
Pay Versus Performance 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 Regulation S-K. While 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 Versus Performance
| 2025 PAY VERSUS PERFORMANCE | | | | | | | | | | | | 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) | 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 (i)(4) (in millions) | | | | | | | | | Total Stockholder Return (f)(3) | Peer Group Total Stockholder Return (g)(3) | Net Income (Loss) (h) (in millions) | | | 2025 | $14,002,088 | $— | $22,052,549 | $— | $3,632,791 | $5,343,159 | $241.43 | $330.58 | $1,119 | $1,882 | | 2024 | $13,495,263 | $— | $16,943,357 | $— | $3,543,639 | $4,331,603 | $169.43 | $179.48 | $24 | $1,589 | | 2023 | $4,706,433 | $14,554,320 | $2,178,580 | $5,644,646 | $1,970,208 | $849,879 | $150.70 | $187.42 | $(773) | $536 | | 2022 | $— | $12,837,409 | $— | $(1,408,893) | $2,594,429 | $1,375,931 | $199.16 | $153.72 | $38 | $2,224 | | 2021 | $— | $15,960,369 | $— | $71,515,331 | $3,334,351 | $20,684,920 | $259.05 | $135.48 | $570 | $2,763 |
Pay Versus Performance
(1) William F. Oplinger served as our principal executive officer (“PEO”) from September 24, 2023 through December 31, 2025. Roy C. Harvey served as our PEO from January 1, 2023 through September 24, 2023 and for the full year for each of 2022 and 2021. For 2025 and 2024, our non-PEO NEOs included Molly S. Beerman, Matthew T. Reed, Andrew Hastings, and Renato Bacchi. For 2023, our non-PEO NEOs included Mses. Beerman, Tammi A. Jones and Kelly R. Thomas, and Messrs. Bacchi, Hastings, and Jeffrey D. Heeter. 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. (2) For 2025, the value included in this column for the compensation actually paid to our PEO 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 Versus Performance
| William F. Oplinger (PEO) | 2025 | | Summary Compensation Table Total for PEO (Mr. Oplinger) (column (b)) | $14,002,088 | | - aggregate change in actuarial present value of pension benefits | $334,662 | | + service cost of pension benefits | $0 | | + prior service cost of pension benefits | $0 | | - SCT “Stock Awards” column value | $9,899,069 | | 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 | $14,047,742 | | +/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $4,047,287 | | + 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 | $(20,324) | | - 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 | $209,487 | | + excess fair value for equity award modifications | $0 | | Compensation Actually Paid to PEO (Mr. Oplinger) (column (c)) | $22,052,549 |
Pay Versus Performance
| AVERAGE FOR NON-PEO NEOS | 2025 | | Average SCT Total for Non-PEO NEOs (column (d)) | $3,632,791 | | - aggregate change in actuarial present value of pension benefits | $0 | | + service cost of pension benefits | $0 | | + prior service cost of pension benefits | $0 | | - SCT “Stock Awards” column value | $2,090,218 | | - 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 | $2,966,228 | | +/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $792,327 | | + 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 | $(4,091) | | - 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 | $46,122 | | + excess fair value for equity award modifications | $0 | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $5,343,159 |
Pay Versus Performance
(3) Total stockholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total stockholder return based on a deemed fixed investment of $100 at market close on December 31, 2020 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. (4) Please see “Attachment A—Additional Information Regarding Performance Measures” for a description of how non-GAAP financial measures are calculated from their most directly comparable GAAP financial measures and a discussion of normalization.
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 2025, 2024, 2023, 2022, and 2021, including: (a) a comparison between our cumulative total stockholder return and the total stockholder return of the PvP Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEO 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.
Pay Versus Performance Relationship Descriptions
| Tabular List The following table lists the financial performance measures that we believe represent the most important financial performance measures we use to link compensation actually paid to our NEOs for fiscal 2025 to our performance: | | Adjusted EBITDA excluding special items—Normalized | | Relative Total Shareholder Return | | Average Return on Equity | | Free Cash Flow |
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, providing timely and proper advance notice (as described further below), submitting 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.
Cash Net Conversion Cost
Cash Net Conversion Cost Cash Net Conversion Cost is used internally to measure total controllable costs of production of saleable product (alumina or aluminum). The measure is calculated by subtracting uncontrollable raw and direct material costs from total production costs.
2021-2025 Pay Versus Performance (PVP)
2021-2025 Pay Versus Performance (PVP) A description of how we calculate Adjusted EBITDA, excluding special items, for purposes of our 2021-2025 PVP disclosures is described above under the header “2025 Annual Incentive Compensation”.