HWM Howmet Aerospace Inc

Pay vs Performance Disclosure, Table

2024 Pay Versus Performance (“PVP”)

Pay versus Performance Table

(a)	(b1)		(c1)		(b2)		(c2)		(d)		(e)		(f)		(g)		(h)		(i)
Year	Summary Compensation Table Total for PEO ($)		Compensation Actually Paid to PEO ($)		Summary Compensation Table Total for Former PEO ($)		Compensation Actually Paid to Former PEO ($)		Average Summary Compensation Table Total for Other NEOs ($)		Average Compensation Actually Paid to Other NEOs ($)		Value of Initial Fixed $100 Investment Based On:				Net Income ($M)		Adjusted EBITDA excluding special items ($M)
Year	Summary Compensation Table Total for PEO ($)		Compensation Actually Paid to PEO ($)		Summary Compensation Table Total for Former PEO ($)		Compensation Actually Paid to Former PEO ($)		Average Summary Compensation Table Total for Other NEOs ($)		Average Compensation Actually Paid to Other NEOs ($)		Total Shareholder Return ($)		Peer Group Total Shareholder Return ($)		Net Income ($M)		Adjusted EBITDA excluding special items ($M)
2024		22,377,036		46,489,947		N/A		N/A		4,827,575		17,267,671		469.20		136.24		1,155		1,914
2023		7,344,588		25,664,035		N/A		N/A		3,169,759		8,120,341		231.48		119.09		765		1,508
2022		1,748,249		28,762,436		N/A		N/A		2,329,091		4,209,545		167.93		111.54		469		1,276
2021		17,189,000		27,690,521		7,235,606		(8,426,878)		4,708,450		5,656,805		135.24		95.03		258		1,135
2020		39,091,008		98,381,146		5,060,171		12,187,780		2,206,232		4,270,312		121.11		83.94		211		1,082

Notes to Pay versus Performance Table

	Column(s)
	(b1)—(c2)			John C. Plant was CEO of Arconic Inc. from February 2019 through March 31, 2020. When the separation occurred on April 1, 2020 (the “April 2020 Arconic Inc. Separation”) in which Arconic Inc. was renamed Howmet Aerospace Inc. and Arconic Corporation was spun off, Mr. Plant and Tolga I. Oal became co-CEOs of Howmet Aerospace until Mr. Oal’s termination in October 2021. At that point, Mr. Plant became sole CEO. Mr. Plant’s compensation is reported in the table in the PEO columns and Mr. Oal’s compensation is reported in the Former PEO columns.
	(d)—(e)			Compensation reported in these columns reflects the Other NEOs as reported in the Summary Compensation Table (“SCT”) for that year. ▪ For 2021-2024, the Other NEOs were Kenneth J. Giacobbe, Neil E. Marchuk, Lola F. Lin, and Michael N. Chanatry. ▪ For 2020, the Other NEOs were Kenneth J. Giacobbe, Neil E. Marchuk, Katherine Ramundo, and Paul Myron.
	(c1), (c2), and (e)			The dollar amounts shown in these columns reflect “compensation actually paid” calculated in accordance with SEC rules. As required, the dollar amounts include unvested amounts of equity compensation that may be realizable in future periods and may still be forfeited, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid during the applicable years. The CAP totals represent the SCT totals for the applicable year adjusted as required by SEC rules to exclude the grant date fair value of any equity awards made during the year and to include the fair value of current and prior years’ equity awards as follows: ▪ For awards that vest during the year, the change, as of the vesting date, from the prior year-end value. ▪ For awards that are outstanding (i.e., unvested) as of the end of the year, the fair value as of the end of the year if a new award or for a previously granted award, the change in the fair value from the end of the previous year. ▪ For awards that are forfeited during the year, a negative amount equal to the sum of fair values reported at the end of the prior fiscal year.

				The SEC rules also require any change in pension value as reported in the SCT be excluded and to include instead the service cost or prior service cost under pension plans for services rendered by the executive during the applicable year. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen on April 1, 2018; thus, there is no longer any service cost or prior service cost to be included.
	(f)			Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Aerospace and Defense Industry Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate proxy peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on “Attachment B—Howmet Aerospace Inc. Peer Group Companies”.
	(h)			Net income in 2020 was $261 million, which included $50 million of income from discontinued operations due to the April 2020 Arconic Inc. Separation. The 2020 amount of $211 million shown in the table reflects income from continuing operations. There was no income from discontinued operations in the years 2021 through 2024, and the amounts shown in the table reflect both net income and income from continuing operations for those years.
	(i)			Adjusted EBITDA excluding special items is the financial measure from the tabular list of 2024 Most Important Measures shown below, which, in the Company’s assessment, represents for 2024 the most important performance measure used to link compensation actually paid to the Company’s performance.
				The adjustments made to the amounts reported in the SCT to determine CAP are shown in the tables below.

PEO—John C. Plant

	(i)		(ii) Deductions				(iii) Additions						(iv)
Year	SCT Total $		Equity Awards $		Change in Pension Value $		Year-End Value of Equity Awards Granted in Year $		Change in Value of Unvested Equity Awards Granted in Prior Years $		Change in Value of Equity Award Granted in Prior Years Which Vested in Year $		CAP $
2024		22,377,036		(14,100,036)		N/A		38,212,947		N/A		0		46,489,947
2023		7,344,588		0		N/A		0		7,355,000		10,964,447		25,664,035
2022		1,748,249		0		N/A		0		24,979,737		2,034,450		28,762,436
2021		17,189,000		(15,445,000)		N/A		15,915,000		7,616,362		2,415,160		27,690,521
2020		39,091,008		(37,351,008)		N/A		100,062,740		572,268		(3,993,862		98,381,146

Former PEO—Tolga I. Oal

(i)

(ii) Deductions

(iii) Additions

(iv)

Year

SCT Total
$

Equity
Awards
$

Change in
Pension Value
$

Year-End Value
of Equity
Awards
Granted in
Year
$

Change in
Value of
Unvested
Equity Awards
Granted in
Prior Years
$

Change in
Value of
Equity
Award
Granted in
Prior Years
Which Vested
in Year
$

CAP
$

2024

N/A

2023

N/A

2022

N/A

2021

7,235,606

(3,700,013)

N/A

(12,092,669)

130,199

(8,426,878)

2020

5,060,171

(3,500,012)

N/A

11,303,767

(123,286)

(552,860)

12,187,780

Average of Other NEOs

	(i)			(ii) Deductions				(iii) Additions						(iv)
Year	SCT Total $			Equity Awards $		Change in Pension Value $		Year-End Value of Equity Awards Granted in Year $		Change in Value of Unvested Equity Awards Granted in Prior Years $		Change in Value of Equity Award Granted in Prior Years Which Vested in Year $		CAP $
2024		$	4,827,575		(2,911,331)		(2,966)		5,710,517		6,454,570		3,189,306		17,267,671
2023			3,169,759		(1,337,539)		(22,237)		2,297,138		3,523,476		489,744		8,120,341
2022			2,329,091		(1,237,539)		N/A		1,386,179		1,585,197		146,617		4,209,545
2021			4,708,450		(3,634,036)		N/A		3,800,011		722,058		60,322		5,656,805
2020			2,206,232		(1,088,135)		(157,718)		3,514,279		30,069		(234,415)		4,270,312

(i)

SCT Total includes salary, annual cash incentive, the present value of equity grants as of the grant date, the change in pension value, and all other compensation.

(ii)

Deductions from SCT Total is the grant date fair value of equity awards granted in each year and any amounts reported in the Change in Pension Value column of the SCT

(iii)

Company Selected Measure Name

Adjusted EBITDA excluding special items

Named Executive Officers, Footnote

(b1)—(c2)

John C. Plant was CEO of Arconic Inc. from February 2019 through March 31, 2020. When the separation occurred on April 1, 2020 (the “April 2020 Arconic Inc. Separation”) in which Arconic Inc. was renamed Howmet Aerospace Inc. and Arconic Corporation was spun off, Mr. Plant and Tolga I. Oal became co-CEOs of Howmet Aerospace until Mr. Oal’s termination in October 2021. At that point, Mr. Plant became sole CEO. Mr. Plant’s compensation is reported in the table in the PEO columns and Mr. Oal’s compensation is reported in the Former PEO columns.

(d)—(e)

Compensation reported in these columns reflects the Other NEOs as reported in the Summary Compensation Table (“SCT”) for that year.

▪

For 2021-2024, the Other NEOs were Kenneth J. Giacobbe, Neil E. Marchuk, Lola F. Lin, and Michael N. Chanatry.

▪

For 2020, the Other NEOs were Kenneth J. Giacobbe, Neil E. Marchuk, Katherine Ramundo, and Paul Myron.

Peer Group Issuers, Footnote

(f) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Aerospace and Defense Industry Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate proxy peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on “Attachment B—Howmet Aerospace Inc. Peer Group Companies”.

Adjustment To PEO Compensation, Footnote

(c1), (c2), and (e)

The dollar amounts shown in these columns reflect “compensation actually paid” calculated in accordance with SEC rules. As required, the dollar amounts include unvested amounts of equity compensation that may be realizable in future periods and may still be forfeited, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid during the applicable years.

The CAP totals represent the SCT totals for the applicable year adjusted as required by SEC rules to exclude the grant date fair value of any equity awards made during the year and to include the fair value of current and prior years’ equity awards as follows:

▪

For awards that vest during the year, the change, as of the vesting date, from the prior year-end value.

▪

For awards that are outstanding (i.e., unvested) as of the end of the year, the fair value as of the end of the year if a new award or for a previously granted award, the change in the fair value from the end of the previous year.

▪

For awards that are forfeited during the year, a negative amount equal to the sum of fair values reported at the end of the prior fiscal year.

The SEC rules also require any change in pension value as reported in the SCT be excluded and to include instead the service cost or prior service cost under pension plans for services rendered by the executive during the applicable year. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen on April 1, 2018; thus, there is no longer any service cost or prior service cost to be includedThe adjustments made to the amounts reported in the SCT to determine CAP are shown in the tables below.

PEO—John C. Plant

	(i)		(ii) Deductions				(iii) Additions						(iv)
Year	SCT Total $		Equity Awards $		Change in Pension Value $		Year-End Value of Equity Awards Granted in Year $		Change in Value of Unvested Equity Awards Granted in Prior Years $		Change in Value of Equity Award Granted in Prior Years Which Vested in Year $		CAP $
2024		22,377,036		(14,100,036)		N/A		38,212,947		N/A		0		46,489,947
2023		7,344,588		0		N/A		0		7,355,000		10,964,447		25,664,035
2022		1,748,249		0		N/A		0		24,979,737		2,034,450		28,762,436
2021		17,189,000		(15,445,000)		N/A		15,915,000		7,616,362		2,415,160		27,690,521
2020		39,091,008		(37,351,008)		N/A		100,062,740		572,268		(3,993,862		98,381,146

Former PEO—Tolga I. Oal

(i)

(ii) Deductions

(iii) Additions

(iv)

Year

SCT Total
$

Equity
Awards
$

Change in
Pension Value
$

Year-End Value
of Equity
Awards
Granted in
Year
$

Change in
Value of
Unvested
Equity Awards
Granted in
Prior Years
$

Change in
Value of
Equity
Award
Granted in
Prior Years
Which Vested
in Year
$

CAP
$

2024

N/A

2023

N/A

2022

N/A

2021

7,235,606

(3,700,013)

N/A

(12,092,669)

130,199

(8,426,878)

2020

5,060,171

(3,500,012)

N/A

11,303,767

(123,286)

(552,860)

12,187,780

Non-PEO NEO Average Total Compensation Amount

$ 4,827,575

$ 3,169,759

$ 2,329,091

$ 4,708,450

$ 2,206,232

Non-PEO NEO Average Compensation Actually Paid Amount

$ 17,267,671

8,120,341

4,209,545

5,656,805

4,270,312

Adjustment to Non-PEO NEO Compensation Footnote

(c1), (c2), and (e)

▪

For awards that vest during the year, the change, as of the vesting date, from the prior year-end value.

▪

For awards that are forfeited during the year, a negative amount equal to the sum of fair values reported at the end of the prior fiscal year.

Average of Other NEOs

	(i)			(ii) Deductions				(iii) Additions						(iv)
Year	SCT Total $			Equity Awards $		Change in Pension Value $		Year-End Value of Equity Awards Granted in Year $		Change in Value of Unvested Equity Awards Granted in Prior Years $		Change in Value of Equity Award Granted in Prior Years Which Vested in Year $		CAP $
2024		$	4,827,575		(2,911,331)		(2,966)		5,710,517		6,454,570		3,189,306		17,267,671
2023			3,169,759		(1,337,539)		(22,237)		2,297,138		3,523,476		489,744		8,120,341
2022			2,329,091		(1,237,539)		N/A		1,386,179		1,585,197		146,617		4,209,545
2021			4,708,450		(3,634,036)		N/A		3,800,011		722,058		60,322		5,656,805
2020			2,206,232		(1,088,135)		(157,718)		3,514,279		30,069		(234,415)		4,270,312

(i)

SCT Total includes salary, annual cash incentive, the present value of equity grants as of the grant date, the change in pension value, and all other compensation.

(ii)

Deductions from SCT Total is the grant date fair value of equity awards granted in each year and any amounts reported in the Change in Pension Value column of the SCT

(iii)

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Company TSR and CAP

The charts below show the relationship between Company TSR and CAP. The charts for the PEO aggregate the CAP for Mr. Plant and Mr. Oal for 2020 and 2021 when they served as co-CEOs.

▪

An increase in stock price increases the value of the underlying RSUs and increases the fair value of PRSUs.

▪

Mr. Plant’s PRSU award in 2020 could only be earned upon the achievement of stock price targets, thereby aligning his compensation with shareholders.

▪

The Company’s TSR performance, as measured for our PRSUs, has been at or near the top of our peer group for each of the performance periods.

PRSU Award Year	Measurement Period	Howmet Aerospace TSR Rank Among PRSU Peer Group
2020	April 1, 2020–December 31, 2022 (completed)	Highest out of 19 other peers
2021	January 1, 2021–December 31, 2023 (completed)	Highest out of 18 other peers
2022	January 1, 2022–December 31, 2024 (completed)	Highest out of 19 other peers
2023	January 1, 2023–March 5, 2025 (partial)	Highest out of 19 other peers
2024	January 1, 2024–March 5, 2025 (partial)	Highest out of 20 other peers

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Relationship Between Company TSR and Peer Group TSR

Tabular List, Table

List of Most Important Performance Metrics

The performance against targets set for each of the financial metrics

The performance against strategic goals

Individual performance factors

The performance against the targets set for each of the financial metrics

The relative TSR performance against the PRSU Peer Group

The increase (or decrease) in the stock price from the date of grant to the date of vesting

Metric	Used in Annual Incentive Compensation Plan	Used in Long-Term Incentive Compensation Plan
Adjusted EBITDA Margin excluding special items	For the 2021 performance year	For PRSU awards granted in 2021-2022
Adjusted EBITDA excluding special items	For the 2022 and 2023 performance years	For PRSU awards granted in 2023-2024
Adjusted Free Cash Flow	For all performance years from 2020-2024	Not used
Adjusted Earnings per Share excluding special items	Not Used	For PRSU awards granted in 2022-2024

Total Shareholder Return Amount

$ 469.2

231.48

167.93

135.24

121.11

Peer Group Total Shareholder Return Amount

136.24

119.09

111.54

95.03

83.94

Net Income (Loss)

$ 1,155,000,000

$ 765,000,000

$ 469,000,000

$ 258,000,000

$ 261,000,000

Company Selected Measure Amount

1,914,000,000

1,508,000,000

1,276,000,000

1,135,000,000

1,082,000,000

PEO Name

John C. Plant

Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent

$ 211,000,000

Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent

50,000,000

Measure:: 1

Adjusted EBITDA Margin excluding special items

Measure:: 2

Non-GAAP Measure Description

Adjusted EBITDA excluding special items

(i) Adjusted EBITDA excluding special items is the financial measure from the tabular list of 2024 Most Important Measures shown below, which, in the Company’s assessment, represents for 2024 the most important performance measure used to link compensation actually paid to the Company’s performance.

Measure:: 3

Adjusted Free Cash Flow

Measure:: 4

Adjusted Earnings per Share excluding special items

John Plant [Member]

PEO Total Compensation Amount

$ 22,377,036

$ 7,344,588

$ 1,748,249

$ 17,189,000

39,091,008

PEO Actually Paid Compensation Amount

46,489,947

25,664,035

28,762,436

27,690,521

98,381,146

Tolga Oal {Member]

PEO Total Compensation Amount

7,235,606

5,060,171

PEO Actually Paid Compensation Amount

(8,426,878)

12,187,780

PEO | John Plant [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

PEO | John Plant [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(14,100,036)

(15,445,000)

(37,351,008)

PEO | John Plant [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

38,212,947

15,915,000

100,062,740

PEO | John Plant [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

7,355,000

24,979,737

7,616,362

572,268

PEO | Tolga Oal {Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

10,964,447

2,034,450

2,415,160

(3,993,862)

PEO | Tolga Oal {Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(3,700,013)

(3,500,012)

PEO | Tolga Oal {Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

11,303,767

PEO | Tolga Oal {Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(12,092,669)

(123,286)

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

130,199

(552,860)

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(2,966)

(22,237)

(157,718)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(2,911,331)

(1,337,539)

(1,237,539)

(3,634,036)

(1,088,135)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

5,710,517

2,297,138

1,386,179

3,800,011

3,514,279

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

6,454,570

3,523,476

1,585,197

722,058

30,069