2021 Proxy Statement
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Letter to our Shareholders April 14, 2021 Dear Howmet Aerospace Shareholders: We are pleased to invite you to attend the 2021 Annual Meeting of Shareholders (the "Annual Meeting") of Howmet Aerospace Inc. to be held on Tuesday, May 25, 2021, at 9:00 a.m. Eastern Time. We have decided to hold the Annual Meeting virtually again this year due to the uncertainty relating to the ongoing COVID-19 pandemic and because we believe a virtual Annual Meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our shareholders, and reduces the cost and environmental impact of the Annual Meeting. There will be no physical location for shareholders to attend the meeting. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/HWM2021 and entering your 16-digit control number. We are pleased to present you with our 2021 Proxy Statement, which represents our continuing commitment to transparency, good governance and performance-based executive compensation, and reflects the input we have received during dialogue with our investors. At the 2021 Annual Meeting, shareholders will electronically vote on the matters set forth in the 2021 Proxy Statement and the accompanying notice of the annual meeting. Highlights of the detailed information included in the proxy statement can be found in the "Proxy Summary" starting on page 1. Your vote is very important. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted. In advance of the meeting on Tuesday, May 25, 2021, please cast your vote through the internet, by telephone or by mail. Instructions on how to vote are found in the section entitled "Proxy Summary— How to Cast Your Vote Prior to the 2021 Annual Meeting" on page 1. Thank you for being a shareholder of Howmet Aerospace. On behalf of the Board of Directors and employees of the company, we appreciate your continued support. Sincerely, John C. Plant Executive Chairman and Co-Chief Executive Officer Notice of 2021 Annual Meeting of Shareholders Tuesday, May 25, 2021 Virtual Meeting 9:00 a.m. Eastern Time The 2021 Annual Meeting of Shareholders (the "Annual Meeting") of Howmet Aerospace Inc. ("Howmet Aerospace" or the "Company") will be held virtually via live webcast on Tuesday, May 25, 2021, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/HWM2021. There will be no physical in-person meeting. Shareholders of record of Howmet Aerospace common stock as the close of business on March 29, 2021 are entitled to vote at the meeting. Shareholders will be able to virtually attend the Annual Meeting, vote their shares electronically and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/HWM2021 and entering their 16-digit control number. Voting now at www.proxyvote.com will ensure your representation at the Annual Meeting regardless of whether you participate in our live webcast. If you have already voted, there is no need to vote again unless you wish to change your vote. The purposes of the meeting are: 1. to elect 11 directors to serve one-year terms expiring at the 2022 Annual Meeting of Shareholders; 2. to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021; 3. to approve, on an advisory basis, executive compensation; 4. to vote on a shareholder proposal regarding an independent Board Chairman, if properly presented at the meeting; and 5. to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. For further information about how to participate in the meeting via live webcast, and how to submit questions and vote your shares during the live webcast, please see the "Questions and Answers About the Meeting and Voting" section of the proxy statement. A complete list of shareholders entitled to vote at the meeting will be available for examination during the meeting at www.virtualshareholdermeeting.com/HWM2021. On behalf of Howmet Aerospace's Board of Directors, Margaret S. Lam Associate General Counsel, Chief Securities and Governance Counsel and Assistant Secretary April 14, 2021 i Proxy Statement IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 25, 2021 The Notice of 2021 Annual Meeting of Shareholders and Proxy Statement and 2020 Annual Report are available at www.proxyvote.com. The Board of Directors of Howmet Aerospace Inc. ("Howmet Aerospace" or the "Company") is providing this proxy statement in connection with Howmet Aerospace's 2021 Annual Meeting of Shareholders to be held on Tuesday, May 25, 2021 at 9:00 a.m. Eastern Time via live webcast at www.virtualshareholdermeeting.com/HWM2021. Shareholders may attend the virtual meeting, vote their shares and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HWM2021. There will be no physical in-person meeting. Proxy materials or a Notice of Internet Availability of Proxy Materials (the "Notice") are being first released to shareholders on or about April 14, 2021. In accordance with the rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), instead of mailing a printed copy of the Company's proxy materials to each shareholder of record, the Company may furnish proxy materials by providing access to those documents on the internet. The Notice contains instructions on how to access our proxy materials and vote online, or in the alternative, request a paper copy of the proxy materials and a proxy card. Shareholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials. ii Table of Contents Letter to our Shareholders NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS .................................. i PROXY STATEMENT ................................................................ ii Proxy Summary ................................................................... 1 How to Cast Your Vote Prior to the 2021 Annual Meeting .......................................... 1 Voting Matters and Board Recommendations .................................................. 2 2020 Financial and Operating Highlights...................................................... 2 Director Nominees.................................................................... 3 Corporate Governance Highlights .......................................................... 4 Executive Compensation Highlights......................................................... 6 Item 1 Election of Directors .......................................................... 7 Summary of Director Diversity and Attributes.................................................. 8 Director Nominees.................................................................... 9 Nominating Board Candidates−Procedures and Director Qualifications ................................. 15 Shareholder Recommendations for Director Nominees .......................................... 15 Shareholder Nominations .............................................................. 15 Minimum Qualification for Director Nominees and Board Member Attributes ........................... 15 Process of Evaluation of Director Candidates ................................................. 16 Director Compensation ............................................................. 17 DirectorFees....................................................................... 17 Directors' Alignment with Shareholders ...................................................... 18 Stock Ownership Guideline for Directors.................................................... 18 Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging .............................. 19 2020 Director Compensation ............................................................. 20 Corporate Governance .............................................................. 22 The Structure and Role of the Board of Directors ............................................... 23 Board Leadership Structure ............................................................ 23 The Board's Role in Risk Oversight ........................................................ 24 Board Oversight of COVID-19 ........................................................... 25 Director Qualifications ................................................................ 26 Board Diversity ..................................................................... 26 Director Tenure and Retirement Age Policy .................................................. 26 Board Meetings and Attendance.......................................................... 26 Board, Committee and Director Evaluations .................................................. 27 Committees of the Board ............................................................... 28 Investor Engagement .................................................................. 30 Communications with Directors ........................................................... 30 Director Independence ................................................................. 31 Voting for Directors ................................................................... 31 Related