DEF 14A 1 nc10019829x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Arconic Corporation

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 2021

To our Shareholders:

The annual meeting of shareholders (the “Annual Meeting”) of Arconic Corporation (the ‘‘Company’’), will be held as a virtual meeting, on Thursday, May 20, 2021, at 10:00 a.m. Eastern Time. Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees and other partners, shareholders will not be able to attend the meeting in person this year. We look forward to your attendance at our virtual meeting, where you will be able to vote and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/ARNC2021 and entering your 16-digit control number located on your proxy card. At the meeting, our shareholders will be asked to consider and act upon the following items of business:

Elect 10 directors to serve one-year terms expiring at the 2022 Annual Meeting of Shareholders;

Approve, on an advisory basis, the compensation of our named executive officers;

Approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers;

Approve the Amended and Restated Arconic Corporation 2020 Stock Incentive Plan;

Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021; and

to consider any other business that may properly come before the meeting and any postponement or adjournment of the meeting.

The foregoing items of business are more fully described in the proxy statement accompanying this notice. All shareholders of record at the close of business on Friday, March 26, 2021, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

In accordance with SEC rules allowing companies to furnish proxy materials to their shareholders via the Internet, we have sent shareholders of record at the close of business on March 26, 2021 a Notice of Internet Availability of Proxy Materials on or about April 6, 2021. The Notice of Internet Availability contains instructions on how to access our proxy statement and annual report online and how to request printed proxy materials, including a proxy card.

Your vote is very important. Whether or not you expect to attend the virtual Annual Meeting, we urge you to vote your shares in advance using any of the following methods.


Internet at *www.proxyvote.com*	calling 1-800-690-6903 toll-free from the U.S.	mail return the signed proxy card

On behalf of Arconic’s Board of Directors,

Diana C. Toman
Executive Vice President, Chief Legal Officer and Secretary
April 6, 2021

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	i
FORWARD LOOKING STATEMENTS	iv
PROXY STATEMENT SUMMARY	1
Proposal 1 – Election of Directors	12
DIRECTORS	13
CORPORATE GOVERNANCE	18
Director Independence	18
Board Leadership Structure	19
Committees of the Board	19
Process for Nomination and Evaluation of Director Candidates	22
Majority Voting	25
Director Resignation Upon Change in Principal Responsibilities	25
Meetings of the Board and Committees	26
Attendance at Annual Meeting of Shareholders	26
Compensation Committee Interlocks and Insider Participation	26
Risk Oversight	26
Board and Committee Self-Evaluations and Director Performance	27
Communications with the Board	27
Director Orientation and Continuing Education	27
Code of Ethics	27
Related Party Transactions	27
Stock Ownership Requirements	29
Prohibition against Short Sales, Hedging, Margin Accounts and Pledging	29
Director Compensation	30
Proposal 2 – Advisory Vote ON Executive Compensation	32
COMPENSATION DISCUSSION AND ANALYSIS	33
Our Named Executive Officers	33
Executive Summary	33
Compensation Program	35
2020 Compensation Structure and Plan Design	38
Performance of Individual NEOs	42
2021 Compensation Design	43
Other Arrangements with NEOs	43
Retirement Income Programs and Other Benefits	43
Executive Compensation Process	44
Key Executive Compensation Policies	45
REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE	46
EXECUTIVE COMPENSATION	47
2020 Summary Compensation Table	47
2020 Grants of Plan-Based Awards	50
2020 Outstanding Equity Awards at Fiscal Year-End	51

2020 Option Exercises and Stock Vested	52
2020 CEO Pay Ratio	52
2020 Pension Benefits	53
2020 Nonqualified Deferred Compensation	54
Potential Payments Upon Termination or Change in Control	55
Agreements with Executives	57
EQUITY COMPENSATION PLAN INFORMATION	58
Proposal 3 – Advisory Vote on The Frequency of Advisory VoteS on Executive Compensation	59
INFORMATION REGARDING SECURITY HOLDERS	60
Security Ownership of Directors and Executive Officers	60
Principal Security Holders	61
Delinquent Section 16 Reports	61
Proposal 4 – AmendED and restated Arconic Corporation 2020 Stock Incentive Plan	62
Outstanding Awards	63
Increase in Share Reserve and Elimination of Fungible Share Accounting	63
Material Changes to the Stock Plan	64
Other Changes to the Stock Plan	65
Key Governance Terms and Practices under the Amended Stock Plan	65
Principal Features of the Amended Stock Plan	66
Recent Share Price	72
Prior Grants under the Stock Plan	73
Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm	74
PRINCIPAL ACCOUNTANT FEES AND SERVICES	75
PRE-APPROVAL POLICIES AND PROCEDURES	75
REPORT OF THE AUDIT AND FINANCE COMMITTEE	76
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	77
Submitting Proxy Proposals and Director Nominations for the 2022 Annual Meeting	81
Shareholder Proposals to be Included in the Proxy Statement	81
Director Nominations to be Included in the Proxy Statement (Proxy Access)	81
Director Nominations and Other Business to be Presented at the Annual Meeting	81
Householding	82
OTHER BUSINESS	82
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	82
APPENDIX A
AMENDED AND RESTATED ARCONIC CORPORATION 2020 STOCK INCENTIVE PLAN	A-1
APPENDIX B
RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURES	B-1


Date	Thursday, May 20, 2021
Time	10:00 a.m. Eastern Time
Location	Live Webcast at: www.virtualshareholdermeeting.com/ARNC2021
Record Date	March 26, 2021

Electronically at the Annual Meeting	Internet	Telephone	Mail

If you are a shareholder of record or hold a valid proxy, you can attend and vote electronically through the virtual Annual Meeting platform. See “Annual Meeting Information” above.	Visit www.proxyvote.com and vote online. Online voting will end at 11:59 p.m. ET on May 19, 2021.	Call 1-800-690-6903 toll-free from the U.S. to vote your shares. Telephone voting will close at 11:59 p.m. ET on May 19, 2021.	Sign, date and mail the proxy card in the enclosed postage paid envelope. If you have not received a proxy card, follow the instructions on the Notice of Availability to obtain one. Your proxy card must be received on or before May 19, 2021.
If you hold shares in an Arconic 401(k) Plan, your vote must be received by 11:59 p.m. ET on May 14, 2021.

Proposal 1 – Election of Directors	þ BOARD’S RECOMMENDATION “FOR” EACH NOMINEE
We are asking shareholders to elect ten directors for a one-year term expiring at the 2022 annual meeting of shareholders. A summary of information for each nominee is included below. All of the nominees are currently serving as directors. Additional information about the nominees and their qualifications is included in this proxy statement under “Directors.”

Proposal 2 – Advisory Vote on Executive Compensation	þ BOARD’S RECOMMENDATION “FOR” THIS PROPOSAL
We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as described in the sections titled “Compensation Discussion and Analysis” and “Executive Compensation.”
Proposal 3 – Advisory Vote on the Frequency of Advisory Votes on Executive Compensation	þ BOARD’S RECOMMENDATION “ONE YEAR” ON THIS PROPOSAL
We are asking shareholders to select, on an advisory basis, whether to hold the advisory vote to approve executive compensation every one year, every two years or every three years.

Proposal 4 – Amended and Restated Arconic Corporation 2020 Stock Incentive Plan	þ BOARD’S RECOMMENDATION “FOR” THIS PROPOSAL
We are asking shareholders to approve the Amended and Restated Arconic Corporation 2020 Stock Incentive Plan. The purpose of the amendment is to provide sufficient shares available for grant in order to provide competitive pay opportunities to attract, motivate and retain employees through multi-year vesting periods, emphasize performance-based compensation that aligns the interests of management and shareholders without excessive risk, and reward performance in achieving long-term objectives, and to otherwise align the Stock Plan with corporate governance and executive compensation best practices.
Proposal 5 – Ratification of Auditors	þ BOARD’S RECOMMENDATION “FOR” THIS PROPOSAL
We are asking shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year. Information regarding fees paid to PricewaterhouseCoopers LLP during 2019 and 2020 is included under “Principal Accountant Fees and Services.”

Mission, Values and Business Focus
We are committed to building upon Arconic’s legacy of being a good corporate citizen and living our values to achieve environmental, social and governance excellence. Our culture is defined by integrity, cultivates inclusion and diversity, and advocates for social equity. Wherever we operate, advancing the health and safety of our employees, the environment and communities we serve are essential priorities. And, as we partner with our customers to produce light weight, durable and recyclable products, we also proactively engage with all of our stakeholders to assure that we conduct all aspects of our business ethically and transparently, so that we can continue to grow and deliver sustainable value.
Our Mission
To live our core values and deliver sustainable value to our customers, our employees, our communities and our shareholders.
Our Values.
	ACT WITH INTEGRITY. We lead with respect, honesty, transparency and accountability.		SAFEGUARD OUR FUTURE. We protect and improve the health and safety of our employees, communities and environment.		GROW STRONGER TOGETHER. We cultivate an inclusive and diverse culture that advocates for equity.

	EARN CUSTOMER LOYALTY. We build customer partnerships through best-in-class products and service.		DRIVE OPERATIONAL EXCELLENCE. We pursue continuous improvement through innovation, agility, people development and collaboration.		CREATE VALUE. We achieve success by generating and growing value for our shareholders.
Our Business Focus

ROLLED PRODUCTS: · Aluminum sheet for closures and structural reinforcements in ground transportation vehicles · Highly differentiated sheet and plate for airframes · Multilayer brazing sheet for heat exchanger products · Sheet and plate for industrial and consumer applications · Plates for mold and semiconductor equipment · Can sheet for food and beverage packaging		BUILDING AND CONSTRUCTION SYSTEMS: · Engineered façade systems and architectural products · Entrances, framing systems, curtain walls and windows for commercial construction · Composite material, pre-painted heavy-gauge sheet and bonded sheet for architectural application		EXTRUSIONS: · High strength extruded tubes for automotive driveshafts · Aluminum frame rails for commercial transportation vehicles · Complete range of extruded products for commercial aerospace and defence applications · Roads and bars for architectural systems and industrial purposes

Delivering on Our Values

23%	Year-over-year improvement in total recordable incident rate (“TRIR”) in our workplaces	2000+	Actions taken by employees in support of inclusion, diversity and social justice through our Grow Together awareness campaign


$7.1 million	Charitable giving from Arconic Foundation grants, including over $1.3 million in support of environmental sustainability and social equity	4	Locations certified by the Aluminum Stewardship Initiative

Name	Age	Director Since	Independent	AC	CC	GNC	Skills and Experience
William F. Austen	62	2020	Yes
Christopher L. Ayers	54	2020	Yes
Margaret S. Billson	59	2020	Yes
Jacques Croisetiere	66	2020	Yes
Elmer L. Doty	66	2020	No
Carol S. Eicher	62	2020	Yes
Frederick A. Henderson	62	2020	Yes
Timothy D. Myers	55	2020	No
E. Stanley O’Neal	69	2020	Yes
Jeffrey Stafeil	51	2020	Yes

	Chairperson	Executive Management and Leadership	Sales and Marketing
	Member	Public Company Knowledge	Talent Management
AC	Audit and Finance Committee	Financial Accounting or Expertise	Operations
CC	Compensation and Benefits Committee	International Business/Strategy/M&A	Technology / Information Security and Cybersecurity
GNC	Governance and Nominating Committee	Industry Knowledge

Element	Form	Objectives	All NEOs at or below Market Pay
Base Salary Guaranteed, short-term	Cash	· Attract and retain key executives · Align with roles, responsibilities and experience	✔
Annual Incentive At-risk, short-term	Cash	· Reward overall results for annual performance · Align payout with achievement of financial goals · Reflect individual performance	✔
Long-Term Incentive At-risk, long-term	Equity Awards	· Reward performance in achieving long-term objectives · Align interest of executives with interests of shareholders · Retain executives through multi-year vesting periods · Earned amounts reflect Arconic’s performance relative to peers · Reflect individual performance	✔

	William F. Austen Director Since 2020 Age: 62 Retired President and CEO, Bemis Company, Inc. Committees: Audit and Finance; Compensation and Benefits (Chair)
Career Highlights and Qualifications	Mr. Austen retired in June 2019 as the President, Chief Executive Officer and member of the Board of Directors for Bemis Company, Inc., a global flexible packaging company, where he had served since August 2014. From 2004 to August 2014, Mr. Austen served in various leadership roles at Bemis Company, including as Executive Vice President and Chief Operating Officer, Group President and Vice President, Operations. Mr. Austen also served as President and Chief Executive Officer of Morgan Adhesive Company from 2000 to 2004. From 1980 to 2000, Mr. Austen held various positions with General Electric Company, culminating in General Manager of the Switch Gear Business.
Attributes and Skills	Mr. Austen brings a broad strategic perspective with experience in business strategy, mergers, acquisitions and business integration. He is a talented leader in global manufacturing and operations and his experience will assist Arconic Corporation in pursuing its strategic plans as an independent publicly-traded company.
Other Public Directorships	Arrow Electronics (ARW) and Tennant Company (TNC)

	Christopher L. Ayers Director Since 2020 Age: 54 Retired President and CEO of WireCo WorldGroup, Inc. Committees: Audit and Finance
Career Highlights and Qualifications	Mr. Ayers served as the President and Chief Executive Officer of WireCo WorldGroup, Inc., a leading producer of specialty steel wire ropes and high-performance synthetic ropes from July 2013 through January 2017. Prior to WireCo, from May 2011 to May 2013, Mr. Ayers served as Executive Vice President of Alcoa Inc. and President of Alcoa’s Global Primary Products Group. Mr. Ayers joined Alcoa in February 2010 as the Chief Operating Officer of the Company’s Cast, Forged and Extruded Products businesses. From 1999 to 2008, Mr. Ayers held several executive positions at Precision Castparts Corporation (PCC), a manufacturer of metal components and products. In 2006, he was appointed PCC Executive Vice President and President of the PCC Forging Division. Mr. Ayers began his career at Pratt & Whitney, the aircraft engine division of United Technologies Corporation.
Attributes and Skills	Mr. Ayers’ management and executive experience in the specialty materials industry, with a strong focus on aerospace markets, offers valuable strategic and operational insights.
Other Public Directorships	Universal Stainless and Alloy Products, Inc. (USAP)

	Margaret “Peg” S. Billson Director Since 2020 Age: 59 Retired President and CEO, BBA Aviation, plc’s Global Engine Services Division Committees: Compensation and Benefits
Career Highlights and Qualifications	Ms. Billson served as President and CEO of BBA Aviation, plc’s Global Engine Services Division from 2013 to 2016. Ms. Billson joined BBA Aviation in 2009 as President of BBA Aviation Legacy Support. During her seven-year tenure with BBA Aviation, Ms. Billson’s responsibilities included running a portfolio of internationally based companies delivering new production, spare and repaired parts to the aviation industry. Prior to BBA Aviation, Ms. Billson was the President/ General Manager of the Airplane Division and Chief Operation Officer of Eclipse Aviation. Ms. Billson previously held a number of leadership roles at Honeywell International Inc., including as Vice President and General Manager of Airframe Systems and Aircraft Landing Systems, and in various key leadership positions in engineering, product support and program management at McDonnell Douglas Corporation. Ms. Billson has also served as a consultant for the Gerson Lehman Group and for the Carlyle Group.
Attributes and Skills	Ms. Billson is a seasoned executive with 35 years of experience leading technology-rich multi-national companies and organizations and also has direct experience with aviation applications. She brings a strong set of cross-functional experiences and valuable perspective to the Board.
Other Public Directorships	CAE, Inc. (CAE)

	Jacques Croisetiere Director Since 2020 Age: 66 Retired Senior Executive Vice President and Chief Financial Officer, Bacardi Limited Committees: Audit and Finance (Chair)
Career Highlights and Qualifications	Mr. Croisetiere was the Senior Executive Vice President and Chief Financial Officer of Bacardi Limited from August 2009 until his retirement in December 2012. From 2007 until April 2009 he was Executive Vice President, Chief Financial Officer and Chief Strategy Officer of Rohm and Haas Company and had additional operating responsibilities for the Salt and Powder Coatings businesses, as well as the Procurement, Corporate Business Development and Strategic Planning groups. Mr. Croisetiere was elected Chief Financial Officer of Rohm and Haas in April 2003. Before that he was Rohm and Haas’s European Region Director and responsible for the worldwide activities of its Ion Exchange Resins and Inorganic and Specialty Solutions businesses.
Attributes and Skills	Mr. Croisetiere brings to the Board significant operating and financial expertise with a deep understanding of financial markets, corporate finance, accounting and controls, and investor relations. As a former Chief Financial Officer and Chief Strategy Officer of multinational corporations, he has extensive experience in international operations and strategy. Mr. Croisetiere holds a graduate degree in Accounting and Finance and a Bachelor’s degree from the University of Montreal Hautes Etudes Commercial (H.E.C.).
Other Public Directorships	None

	Elmer L. Doty Director Since 2020 Age: 66 Retired Operating Executive, The Carlyle Group, LP
Career Highlights and Qualifications	Mr. Doty served as President and Chief Operating Officer of ParentCo from February 2019 to August 2019. Previously, Mr. Doty was an Operating Executive at The Carlyle Group LP, a multinational private equity, alternative asset management and financial services corporation, where he previously held a similar position in 2012. From December 2012 to February 2016, Mr. Doty was President and Chief Executive Officer of Accudyne Industries LLC, a provider of precision-engineered flow control systems and industrial compressors. Mr. Doty also was the President and Chief Executive Officer of Vought Aircraft Industries, Inc. from 2006 until its acquisition in 2010 by Triumph Group, a leader in manufacturing and overhauling aerospace structures, systems and components. He then served as the President of Triumph Aerostructures—Vought Aircraft Division. Prior to Vought, Mr. Doty was Executive Vice President and General Manager of the Land Systems Division of United Defense Industries, Inc. (now BAE Systems). Earlier in his career, Mr. Doty held executive positions at both General Electric Company and FMC Corporation.
Attributes and Skills	Building on his broad aerospace experience, including serving as a CEO and business executive with several industry leaders, Mr. Doty has a deep knowledge of the aerospace and defense markets, strong relationships with key customers as well as considerable international experience. This experience enables him to make a valuable contribution to the Board’s considerations of investments and other portfolio matters.
Other Public Directorships	None

	Carol S. Eicher Director Since 2020 Age: 62 Retired President & CEO, Innocor, Inc. Committees: Governance and Nominating
Career Highlights and Qualifications	Ms. Eicher’s career spans thirty years of manufacturing, commercial and executive leadership in the chemicals industry. Ms. Eicher served as the President and Chief Executive Officer of Innocor, Inc. from May 2014 to July 2017 and as a non-executive board chairman of Innocor, Inc. from August 2017 to April 2018. Prior to Innocor, Inc., Ms. Eicher held various positions at The Dow Chemical Company, including Business President for Coatings and Construction at Dow Chemical from 2009 to 2013, was an executive officer and business leader at Rohm and Haas Company from 2000 to 2009, held various senior management positions with Ashland Chemical Company, a division of Ashland Inc., from 1992 to 1999, and held numerous manufacturing and technology leadership roles at E.I. DuPont de Nemours and Company from 1979 to 1992.
Attributes and Skills	Ms. Eicher’s leadership experience at complex manufacturing companies brings to the Board proven business acumen, management experience and industry expertise.
Other Public Directorships	Tennant Company (TNC) and Advanced Emissions Solutions (ADES)

	Frederick “Fritz” A. Henderson Chairman and Director Since 2020 Age: 62 Chairman of the Board, Retired President and CEO, Suncoke Energy, Inc. Committees: Governance and Nominating
Career Highlights and Qualifications	Mr. Henderson served as Chairman and Chief Executive Officer of Suncoke Energy, Inc. from December 2010 to December 2017 and as Chairman and Chief Executive Officer of Suncoke Energy Partners GP LLC from January 2013 to December 2017. Mr. Henderson served as Senior Vice President of Sunoco, Inc. from September 2010 until the completion of Suncoke Energy, Inc.’s initial public offering and separation from Sunoco in July 2011. Prior to joining the leadership of Suncoke and Sunoco, Mr. Henderson held a number of senior management positions at General Motors from 1984 to 2009, including President and Chief Executive Officer from March to December 2009. Currently, Mr. Henderson is a Principal at the Hawksbill Group, a business advisory and consulting firm, and serves as an Operating Partner at Atlas Holdings, a private equity firm.
Attributes and Skills	Mr. Henderson has proven business acumen, having served as the chief executive officer for both a large, publicly-traded global automotive company as well as a key supplier of manufactured product and energy to the steel industry. His expertise in these industries and management experience brings valuable insight to the Board. Mr. Henderson holds a BBA from the University of Michigan (1980) and an MBA from Harvard Business School (1984).
Other Public Directorships	Adient plc (ADNT), Horizon Global Corporation (HZN) and Marriott International Inc. (MAR) He also served as Interim Chief Executive Officer of Adient plc from June to September 2018.

	Timothy D. Myers Director Since 2020 Age: 55 Chief Executive Officer, Arconic Corporation
Career Highlights and Qualifications	Mr. Myers has served as Chief Executive Officer of Arconic Corporation since April 2020. From October 2017 to April 2020, Mr. Myers served as Executive Vice President and Group President, Global Rolled Products, which was restructured in contemplation of the Separation to include ParentCo’s Extrusions and Building and Construction Systems businesses. From May 2016 to June 2019, he served as Executive Vice President and Group President of ParentCo’s Transportation and Construction Solutions segment. From June 2009 to May 2016, he was President of Alcoa Wheel and Transportation Products. Mr. Myers was Vice President and General Manager, Commercial Vehicle Wheels for the Alcoa Wheel Products business from January 2006 to June 2009. Mr. Myers joined Alcoa in 1991 as an automotive applications engineer in the Commercial Rolled Products Division, and held a series of engineering, marketing, sales and management positions with Alcoa and ParentCo since that time.
Attributes and Skills	As the only current management representative on the Board, Mr. Myers’ leadership of, and extensive experience and familiarity with, Arconic Corporation’s business provides the Board with invaluable insight into the Company’s operations and strategic direction. His range of operational and other roles at Alcoa and ParentCo has given him an in-depth and well-rounded understanding of the Company and its customers.
Other Public Directorships	None

	E. Stanley O’Neal Director Since 2020 Age: 69 Retired Chairman of the Board and Chief Executive Officer, Merrill Lynch & Co., Inc. Committees: Compensation and Benefits; Governance and Nominating (Chair)
Career Highlights and Qualifications	Mr. O’Neal served as Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000; and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998. Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where he held a number of financial positions of increasing responsibility.
Attributes and Skills	Mr. O’Neal’s extensive leadership, executive and investment banking experience and financial expertise provide the Board with valuable insight and perspective.
Other Public Directorships	Clearway Energy, Inc. (CWEN) and Element Solutions Inc. (ESI) (formerly Platform Specialty Products Corporation)

	Jeffrey Stafeil Director Since 2020 Age: 51 Executive Vice President and Chief Financial Officer of Adient plc Committees: Audit and Finance
Career Highlights and Qualifications	Mr. Stafeil has been Executive Vice President and Chief Financial Officer of Adient plc, leading all of Adient’s financial activities including treasury, tax and audit as well as information technology, since April 2016. Prior to Adient, Mr. Stafeil served as Executive Vice President and Chief Financial Officer at Visteon Corporation from 2012 to March 2016 and has additionally held a series of domestic and international executive finance roles within the automotive sector. Mr. Stafeil also held management positions at Booz Allen Hamilton, Peterson Consulting and Ernst & Young.
Attributes and Skills	Over the course of his career, Mr. Stafeil has developed extensive operational leadership and financial management experience within publicly-traded automotive supplier companies. His experience in the automotive industry and his background in risk management through his board service is an important asset to Arconic Corporation.
Other Public Directorships	None

Board Structure and Function	· De-classified board structure requiring annual election of directors · Majority voting standard in uncontested elections with resignation policy · Annual Board and committee self-evaluations · Director orientation and continuing education program · Board leadership succession plan · Retirement ages with Board option to waive
Director Independence and Qualifications	· 8 of our 10 directors are independent · Board committees composed entirely of independent directors · Independent directors regularly meet in executive session · Robust Director Selection Policy including specific criteria for service
Leadership	· Independent Board Chairperson with strong public company board and executive leadership experience · Lead Independent Director appointed if the Chairperson is not independent · Standing committees chaired by independent directors with public company and executive leadership experience reflective of areas of committee oversight
Shareholder Alignment	· Clawback policy for incentive compensation that incorporates our commitment to our Code of Conduct · Robust stock ownership and retention requirements · Policies prohibiting short sales, hedging, margin accounts and pledging
Shareholder Rights	· Shareholder ability to act by written consent · Special meetings can be called by any shareholder owning at least 25% of outstanding shares for at least one year · Shareholder ability to remove directors with or without cause · No supermajority voting provisions in our charter or bylaws · No shareholder rights plan

Values-based Qualifications	· Directors must have demonstrated the highest ethical behavior and must have reputations, both personal and professional, that are consistent with a commitment to uphold our reputation and values. · Directors must understand the fiduciary obligations and legal responsibilities of directors of publicly held companies. · Directors must be independent in thought and judgment. They must have the ability to speak out on difficult subjects; to ask challenging questions of management, other directors, and advisors to the Company, and demand accurate, honest answers; and to balance constructive challenges to management with maintaining an atmosphere of collaboration and trust.
Diversity	· Our goal is to achieve a mix of directors that represent a diversity of attributes, background, experiences, perspectives and skills, as well as diversity of customs, culture, international background, thought, generational views, race, gender, and ethnicity. · Our Board is currently 30% diverse, and leadership positions are 25% diverse.
Additional Criteria	· Directors should understand and be committed to balancing the long-term interests of all of our shareholders, as well as giving consideration to the interests of its other key stakeholders, including its customers, employees and the communities where the Company has an impact. Directors must not be beholden to any special interest group or constituency. · No director should have, or appear to have, a conflict of interest that would impair that director’s independent judgment or ability to make decisions consistently in a fair and balanced manner. · Each director should have demonstrated excellence in his or her profession and be able to deal effectively with crises and to provide advice and counsel to the Chief Executive Officer and his or her peers. · Directors should have proven business acumen that adds substantial value and perspective to the Board’s oversight of material issues related to the Company’s business. · Directors should be committed to understanding the Company and its industry; to regularly preparing for, attending and actively participating in meetings of the Board and its committees; and to ensuring that existing and future individual commitments will not materially interfere with their obligations to the Company. · All members of the Board should be financially literate and must have a sound understanding of business strategy, business environment, corporate governance and board operations. · New director nominees should be willing and able to commit to serve as a member of the Board for an extended period of time.
Independence	· A majority of directors must be “independent” under the listing standards of the NYSE and must otherwise be free of any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of directors. · All directors serving on the Audit Committee and the Compensation Committee shall also meet the enhanced independence criteria established by the NYSE or the SEC for such committee members, and have such expertise or qualifications as required by applicable law.

Position	Multiple of Base Salary or Annual Retainer
Non-employee Directors	5x
CEO	6x
Executive Officers	3x
Officers⁽¹⁾	1x
(1) Business Unit Presidents, Controller and Treasurer

Annual Non-Employee Director Compensation
Annual Cash Retainer⁽¹⁾		$120,000
Annual Equity Award⁽²⁾		$150,000
Additional Annual Retainers⁽³⁾		$130,000 Chairperson of the Board
		$20,000 Audit Committee Chair
		$15,000 Compensation Committee Chair
		$15,000 Other Committee Chair
Per Meeting Fee for Meetings in Excess of Regularly Scheduled Meetings⁽⁴⁾		$1,200
Total Annual Director Compensation Limit⁽⁵⁾		$750,000

Name	Fees Earned or Paid in Cash ($) ⁽¹⁾		Stock Awards ($)⁽²⁾		Total ($)⁽³⁾
Frederick A. Henderson, Chairman	$	156,250	$	150,005	$	306,293
William F. Austen	$	84,375	$	150,005	$	234,218
Christopher L. Ayers	$	75,000	$	150,005	$	225,043
Margaret S. Billson	$	75,000	$	150,005	$	225,043
Austin Camporin⁽⁴⁾	$	68,152	$	104,378	$	172,385
Jacques Croisetiere	$	87,500	$	150,005	$	237,543
Elmer L. Doty	$	75,000	$	150,005	$	225,043
Carol S. Eicher	$	75,000	$	150,005	$	225,043
E. Stanley O’Neal	$	84,375	$	150,005	$	234,418
Jeffrey Stafeil	$	75,000	$	150,005	$	225,043

Name	Title
Timothy D. Myers	Chief Executive Officer
Erick R. Asmussen	Executive Vice President, Chief Financial Officer and Treasurer
Melissa M. Miller	Executive Vice President and Chief Human Resources Officer
Diana C. Toman	Executive Vice President, Chief Legal Officer and Secretary
Mark J. Vrablec	Executive Vice President and Chief Commercial Officer

Element	Form	Objectives
Base Salary Guaranteed, short-term	Cash	● Attract and retain key executives ● Align with roles, responsibilities and experience
Annual Incentive At-risk, short-term	Cash	● Reward overall results for annual performance ● Align payout with achievement of financial goals ● Reflect individual performance
Long-Term Incentive At-risk, long-term	Equity Awards	● Reward performance in achieving long-term objectives ● Align interest of executives with interests of shareholders ● Retain executives through multi-year vesting periods ● Earned amounts reflect Arconic’s performance relative to peers ● Reflect individual performance

We promote strong performance and maintain appropriate governance and risk management by:	We avoid practices that would be contrary to our compensation philosophy or the interests of our shareholders by:
✓ paying for performance with an appropriate level of pay at risk while establishing target compensation at the median of the peer group, providing above median pay for above average performance and taking into consideration the executive’s experience and scope of responsibilities	X not guaranteeing bonus payments, using excessive discretion for bonus payments or providing excessive perquisites
✓ peer group based on an appropriate revenue range and comparable industries	X not benchmarking against much larger companies beyond a certain range of revenue
✓ robust stock ownership requirements to ensure our NEOs are significant Arconic shareholders	X not paying dividends on RSUs or PRSUs until the awards vest
✓ double-trigger vesting in the event of a change in control for awards that are assumed in connection with the change in control	X not providing tax gross-ups on parachute or severance payments or providing excessive severance payments
✓ maintaining appropriate governance policies including a comprehensive clawback and compensation recovery policy	X not re-pricing stock options; permitting short sales, derivative transactions or hedging; liberally recycling shares or including evergreen features under our stock plan
✓ consulting with an independent advisor on compensation to take advantage of thought leadership in the area of executive compensation	X not allowing our independent advisor to engage in other services

✓ ensuring compensation programs do not promote excessive risk taking by reviewing executive compensation plans, structure and programs in relation to appropriate enterprise risk management	X not implementing compensation programs that foster inappropriate risk taking
✓ encouraging long-term planning and execution by generally vesting RSUs over a three-year period and determining PRSU performance over a three-year performance period	X not generally accelerating vesting on stock awards in cases of termination for cause or without cause or retirement

Award Type	Weighting	Rationale
Adjusted EBITDA
Cash	50%	Aligns with Arconic’s operating plan and business strategy and the metric most commonly used for assessing the profitability of companies in Arconic’s industry.
PRSU	25%
Controllable Free Cash Flow
Cash	50%	Reflects the increased focus on cash conservation in support of Arconic’s financial goals as a newly independent company and the uncertainty of cash collections and needs caused by the COVID-19 pandemic.
PRSU	25%
Pre-Tax Return on Net Assets
PRSU	50%	Reflects the focus on efficient use of assets and working capital in generating income.
Relative Total Shareholder Return
PRSU	Multiplier	Rewards performance over the entirety of the 2020 – 2022 performance period relative to Arconic’s peer group.