Howmet Aerospace : 2025 Howmet Aerospace Proxy Statement

Published: 2025-04-16 17:02:06 ET HWM

2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | MAY 28, 2025

HOWMET AEROSPACE

Who We Are

OUR VISION We are a company of innovators and makers.

We are transforming the future with high-performance engineered solutions that are paired with advanced manufacturing expertise.

OUR MISSION Leverage our diﬀerentiated technologies to reduce the carbon footprint of our customers by delivering products that enable lighter, more fuel-eﬃcient aircraft and commercial vehicles, and enable sustainable power generation.

WHAT WE DO Howmet Aerospace is a manufacturer of high-performance advanced engineered solutions for the aerospace, defense, and transportation markets.

Engine

Products

Produce components enabling quieter, cleaner and more fuel-eﬃcient aerospace engines and industrial gas turbines.

Fastening

Systems

Make aerospace and industrial fasteners to hold together aircraft, jet engines, commercial trucks, wind turbines, solar panels, and more.

Engineered

Structures

Manufacture advanced, multi-material parts that make aircraft and vehicles lighter and more fuel-eﬃcient.

Forged

Wheels

Forge strong aluminum wheels that allow commercial trucks to run lighter and more fuel-eﬃciently.

HOW WE OPERATE As One Team, with One Direction, using One Plan.

Value Our People

Emphasize health and safety. Foster a "speak up" culture. Embrace a diverse and inclusive work environment.

Support the communities where we operate.

Drive Operational Excellence

Lead with integrity.

Continuously improve operations. Focus on the few things that matter. Align to win together.

Deliver value to shareholders.

Win With Our Customers

Collaborate to solve customer challenges.

Innovate for our customers' success.

Deliver with quality.

Act with our customers in mind.

Letter to Our Shareholders

DEAR HOWMET AEROSPACE SHAREHOLDERS:

We are pleased to invite you to attend the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of Howmet Aerospace Inc., which will be held virtually via live webcast on Wednesday, May 28, 2025, at 9:00 a.m. Eastern Time.

We believe hosting 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.

We are pleased to present you with our 2025 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. We encourage you to read the Proxy Statement carefully and vote your shares in accordance with the instructions included herein.

We also encourage you to review our 2024 Annual Report for more information on the Company's performance. We are proud of our progress and achievements in 2024 and are encouraged by the opportunities 2025 presents.

Your vote is very important to us. Whether or not you will attend and participate in the Annual Meeting, we hope that your shares are represented and voted.

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

Chief Executive Officer

April 16, 2025

James F. Albaugh

Independent Lead Director

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Notice of 2025 Annual Meeting of Shareholders

MEETING INFORMATION

Logistics

DATE AND TIME

VIRTUAL MEETING

RECORD DATE

Wednesday, May 28, 2025

www.virtualshareholdermeeting.com/HWM2025 Shareholders of record of Howmet Aerospace common stock

9:00 a.m. Eastern Time

as of the close of business on March 31, 2025 are entitled to

vote at the meeting.

ITEMS OF BUSINESS

Board

Agenda

Recommendation

See Page

Election of 10 Directors to Serve a One-Year Term Expiring at the 2026 Annual Meeting of Shareholders

FOR each

nominee

Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered

FOR

Public Accounting Firm for 2025

Advisory Vote to Approve Executive Compensation

FOR

4. Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof

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/HWM2025 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.

VOTING

Place your vote via

Call toll-free,

Sign, date and return

Attend the virtual

Internet, 24/7, at

24/7, 1 (800) 690-6903

your proxy card or voting

meeting and vote online

www.proxyvote.com

instruction form by mail

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 Annual Meeting and Voting" and "Additional Details Regarding the

Virtual Annual Meeting" sections 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/HWM2025.

On behalf of Howmet Aerospace's Board of Directors,

Lola F. Lin

Executive Vice President, Chief Legal and Compliance Officer and Secretary

April 16, 2025

[This Page Intentionally Left Blank]

Table of Contents

ii PROXY STATEMENT

1 PROXY SUMMARY

1 2025 Annual Meeting of Shareholders

Director Qualifications

16 Minimum Qualification for Director Nominees and Board Member Attributes

Accounts and Pledging

36 Compensation Consultants

74 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

80 Additional Details regarding the Virtual Annual Meeting

A-1 ATTACHMENTS

A-1 Attachment A-Pre-Approval Policies and

Procedures for Audit and Non-Audit Services

B-1 Attachment B-Howmet Aerospace Inc. Peer Group

Companies

C-1 Attachment C-Calculation of Financial Measures

HOWMET AEROSPACE 2025 PROXY STATEMENT | i

Proxy Statement

The Board of Directors of Howmet Aerospace Inc. ("Howmet Aerospace" or the "Company") is providing this proxy statement in connection with Howmet Aerospace's 2025 Annual Meeting of Shareholders to be held on Wednesday, May 28, 2025 at 9:00 a.m. Eastern Time via live webcast at www.virtualshareholdermeeting.com/HWM2025. Shareholders may attend the virtual meeting, vote their shares and submit questions during the meeting. There will be no physical in-person meeting.

IMPORTANT NOTICE REGARDING

THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 28, 2025

The Notice of 2025 Annual Meeting of Shareholders, Proxy Statement and 2024 Annual Report are available at www.proxyvote.com.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the "Notice") are being first released to shareholders on or about April 16, 2025. 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.

Forward-Looking Statements

This proxy statement contains statements that relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as "anticipates", "believes", "could", "estimates", "expects", "forecasts", "goal", "guidance", "intends", "may", "outlook", "plans", "projects", "seeks", "sees", "should", "targets", "will", "would", or other words of similar meaning. All statements that reflect the Company's expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements, forecasts and outlook relating to the condition of end markets; future financial results, operating performance, or expected capital expenditures; future strategic actions; the Company's strategies, outlook, and business and financial prospects; any future dividends, debt actions and repurchases of its common stock; and expectations relating to environmental, social or governance matters. These statements reflect beliefs and assumptions that are based on the Company's perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and changes in circumstances that are difficult to predict, which could cause actual results to differ materially from those indicated by these statements. Such risks and uncertainties include the risk factors summarized in the Company's Form 10-K for the year ended December 31, 2024. The Company disclaims any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events, or otherwise, except as required by applicable law.

Website References

No websites that are cited or referred to in this proxy statement shall be deemed to form a part of, or to be incorporated by reference into, this proxy statement or any of our filings with the SEC.

ii | HOWMET AEROSPACE 2025 PROXY STATEMENT

Proxy Summary

We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and the 2024 Annual Report of Howmet Aerospace Inc. before you vote.

2025 ANNUAL MEETING OF SHAREHOLDERS

Date and Time:

Wednesday, May 28, 2025 9:00 a.m. Eastern Time

Virtual Meeting-Live Webcast:

www.virtualshareholdermeeting.com/HWM2025 There will be no physical in-personmeeting.

Record Date and Voting:

March 31, 2025

Howmet Aerospace shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote on all matters to be voted on. As of March 31, 2025, the record date for the Annual Meeting, there were 404,463,735 shares of common stock outstanding and expected to be entitled to vote at the 2025 Annual Meeting. There are no other securities of the Company outstanding and entitled to vote at the 2025 Annual Meeting.

Additional Information: Please see "Questions and Answers About the Annual Meeting and Voting" on page 74 and "Additional Details Regarding the Virtual Annual Meeting" on page 80 for more details.

Voting Matters and Board Recommendations

The Board of Directors recommends that you vote as follows:

Unanimous Board

Page Reference

Voting Matters

Recommendation

(for more detail)

Election of 10 Directors to Serve a One-Year Term Expiring at the 2026

FOR each nominee

Annual Meeting of Shareholders

Ratification of Appointment of PricewaterhouseCoopers LLP as the

FOR

Company's Independent Registered Public Accounting Firm for 2025

Advisory Vote to Approve Executive Compensation

FOR

How to Vote Your Shares

Shareholders of Record or Registered Shareholders can vote by:

By Internet

By Phone

By Mail

During the Annual Meeting

Place your vote via

Call toll-free from the U.S., U.S.

Mark, Sign, Date and Return

Attend the virtual 2025 Annual

Internet, 24/7, at

territories or Canada, 24/7,

your proxy card or voting

Meeting online. See page 80 for

www.proxyvote.com

1 (800) 690-6903.

instruction form in the enclosed

instructions on how to attend

envelope.

and vote online.

Please see the "Questions and Answers About the Annual Meeting and Voting" on page 74 and "Additional Details Regarding the Virtual Annual Meeting" on page 80 for more details.

Beneficial Owners of Shares, who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the internet, as provided by the bank, broker or other organization.

HOWMET AEROSPACE 2025 PROXY STATEMENT | 1

Proxy Summary-2024 Financial and Operating Highlights

2024 FINANCIAL AND OPERATING HIGHLIGHTS

Howmet Aerospace is a leading global provider of advanced engineered solutions for the aerospace and transportation industries. The Company's primary businesses focus on jet engine components, aerospace fastening systems, and airframe structural components necessary for mission-critical performance and efficiency in aerospace and defense applications, as well as forged aluminum wheels for commercial transportation. Howmet Aerospace's technological capabilities support the innovation and growth of next-generation aerospace programs. Its differentiated technologies enable lighter, more fuel-efficient aircraft and commercial trucks to operate with a lower carbon footprint and support more sustainable air and ground transportation. Howmet Aerospace has four reportable segments, which are organized by product on a worldwide basis:

ENGINE PRODUCTSFASTENING SYSTEMS ENGINEERED STRUCTURES FORGED WHEELS

Financial and Operating Highlights

(in millions, except per share amounts)

2024

2023

Sales

7,430

6,640

Net income

1,155

765

Net income excluding special items*

1,107

766

Adjusted EBITDA excluding special items*

1,914

1,508

Cash provided from operations

1,298

901

Cash used for financing activities

(1,026)

(868)

Cash used for investing activities

(316)

(215)

Free cash flow*

977

682

Total assets

10,519

10,428

Total liabilities

5,965

6,391

Common stock outstanding (on December 31)

405

410

Per common share data

Diluted earnings per share

2.81

1.83

Diluted earnings per share excluding special items*

2.69

1.84

Dividends paid per share

0.26

0.17

2024 Revenue by Segment

2024 Sales by Regional Destination

FORGED

ASIA/

WHEELS

14%

PACIFIC

ENGINEERED

14%

ENGINE

STRUCTURES

50%

PRODUCTS

EUROPE

FASTENING

22%

SYSTEMS

OTHER

10%

33%

56%

AMERICAS

2 | HOWMET AEROSPACE 2025 PROXY STATEMENT

Disclaimer

Howmet Aerospace Inc. published this content on April 16, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 16, 2025 at 21:01 UTC.