Howmet Aerospace Inc. HWM

44% shingled-prose overlap between the two filings.

2025: 144,075 chars · 2026: 149,177 chars

• Committee Report:42% overlap (616 → 579 chars)
• Pay Ratio (Item 402(u)):70% overlap (1,626 → 1,628 chars)
• Say-on-Pay proposal:61% overlap (2,410 → 2,437 chars)

• changedThis Compensation Discussion and Analysis (“CD&A”) (CD&A)includes the compensation and benefits of our named executive officers (“NEOs”) (NEOs)with respect to fiscal year 2025 2024and the related decisions made by the Compensation and Benefits Committee (the “Compensation Committee”).
• changedFor 2025, 2024,our NEOs are:
• changedPlant ​ ​ Executive Chairman and Chief Executive Officer ​ ​ Patrick KennethJ.
• newWinterlich ​ ​ Executive Vice President and Chief Financial Officer (starting December 1, 2025) ​ ​ Kenneth J.
• changedGiacobbe ​ ​ Executive Vice President and Chief Financial Officer (through November 30, 2025) ​ ​ Neil E.
• changedMarchuk ​ ​ Executive Vice President and Chief Administrative HumanResourcesOfficer ​ ​ Michael N. LolaF.
• changedChanatry ​ ​ Vice President and Chief Commercial Officer ​ ​ Lola F.
• changedLin ​ ​ Executive Vice President, Chief Legal and Compliance Officer and Secretary (through September 5, 2025) ​​ MichaelN.
• changedblacklining:none; The Company’s 2025 2024performance
• changedblacklining:none; Shareholder feedback received in 2025 2024
• changedblacklining:none; 2025 2024incentive plan results
• changedblacklining:none; Individual compensation decisions for the Chief Executive Officer (“CEO”) CEOand other NEOs
• changed​ 47 46​ ​ SUMMARY OF KEY 2025 2024INPUTS AND DECISIONS ​ ​ 47 46​ ​ Our Business and 2025 2024Company Performance ​ ​ 48 47​ ​ Shareholder Feedback ​ ​ 49 48​ ​ COMPENSATION PHILOSOPHY AND DESIGN ​ ​ 50 49​ ​ Key Compensation Practices ​ ​ 51 50​ ​ Executive Compensation Design Relies on a Diversified Mix of Pay Elements and Targets the Market Median ​
• changed​ 55 54​ ​ 2025 2024ANNUAL CASH INCENTIVE COMPENSATION PLAN DESIGN, TARGETS AND RESULTS ​ ​ 56 55​ ​ 2025 2024LONG-TERM INCENTIVES ​ ​ 57 ​ ​ 2025 2024INDIVIDUAL COMPENSATION ARRANGEMENTS AND PERFORMANCE-BASED PAY DECISIONS ​
• new​ In this CD&A: where values are denoted, “M”=million and “B”=billion.
• changed46 | HOWMET AEROSPACE 2026 2025PROXY STATEMENT
• changedSummary of Key 2025 2024Inputs and Decisions
• changedOur Business and 2025 2024Company Performance
• changed​ We refer to these segments in this CD&A as our “business groups.” The Howmet Aerospace team drove very strong results in 2025, 2024,including with respect to revenue, net income, adjusted EBITDA excluding special items, adjusted earnings per share excluding special items, cash from operations and free cash flow.
• changedIn 2025, 2024,the Company generated $1.9 billion $1,298millioncash from operations and $1.4 billion $977millionof free cash flow; $1.3 billion $1,026millionof cash used for financing activities; and $0.4 billion $316millionof cash used for investing activities.
• newIn 2025, healthy cash generation supported capital deployment by the Company that included reduction in debt of $265 million, repurchase of $700 million of common stock, and payment of $181 million in dividends.
• new​ ​ ​ FULL YEAR 2025 HIGHLIGHTS​ ​ ​ $8.3B ​ ​ Revenue blacklining:none; +11% year over year (“YoY”) ​ ​ ​ $1.5B ​ ​ Net Income blacklining:none; 32% increase in earnings per share (“EPS”) to $3.71 from $2.81 in 2024 ​ ​ ​ $1.5B ​ ​ Net Income excluding special items blacklining:none; $3.77 adjusted EPS excluding special items vs. $2.69 in 2024 ​ ​ ​ $2.4B ​ ​ Adjusted EBITDA excluding special items blacklining:none; +26% YoY ​ ​ ​ $1.4B ​ ​ Free Cash Flow blacklining:none; +46% YoY ​ ​
• changed​ ​ ​ ​ ​ ​ TOTAL REVENUE​ ​ ​ ​ GLOBAL PROFILE​ ​ ​ ​ ​ $8.3 $7.4Billion​ ​ ​ ​ 25,430​ 23,930​​ ​ 57​ ​ ​ 23 22​​ ​ ​ ​ FISCAL YEAR 2025 2024​ ​ ​ EMPLOYEES ​ ​ LOCATIONS ​ ​ COUNTRIES ​ ​ ​ ​ REVENUE BY MARKET​ ​ ​ ​ ​ 53%​ ​ ​ 52%​​ 17%​ ​ ​ 15%​ 16%​​ ​ 11%​ 17%​​ ​ 4%​ 15%​​ ​ ​ ​ COMMERCIAL AEROSPACE ​ ​ ​ DEFENSE AEROSPACE ​ ​ COMMERCIAL TRANSPORTATION ​ ​ GAS TURBINES ​ ​ INDUSTRIALANDOTHER ​ ​
• changedHOWMET AEROSPACE 2026 2025PROXY STATEMENT | 47
• newThe Company had a strong Total Shareholder Return of 88% in 2025 and has consistently outperformed the S&P 500® Aerospace & Defense Index.
• new​ ​ ​ ​ Total Shareholder Return(1) ​ ​ ​ ​ ​ 1-Year ​ ​ 3-Years ​ ​ 5-Years ​ ​ Howmet Aerospace ​ ​ ​ ​ 88% ​ ​ ​ ​ ​ 425% ​ ​ ​ ​ ​ 628% ​ ​ ​ S&P Aerospace & Defense Index ​ ​ ​ ​ 42% ​ ​ ​ ​ ​ 73% ​ ​ ​ ​ ​ 130% ​ ​
• newblacklining:none; Total Shareholder Return over the 1, 3, and 5-year periods ended December 31, 2025, with dividends reinvested.
• newThe Company’s year-over-year revenue growth in 2025 was driven by growth in the commercial aerospace market of 12%, growth in the defense aerospace market of 21%, and growth in the gas turbines market of 25%, partially offset by declines in the commercial transportation market of 5%.
• new​ ​ ​ ​ 2025 ​ ​ 2024 ​ ​ 2023 ​ ​ 2022 ​ ​ Revenue Up 11% 2025 vs. 2024 ​ ​ $8.3B ​ ​ $7.4B ​ ​ $6.6B ​ ​ $5.7B ​ ​ Net Income Up 31% 2025 vs. 2024 ​ ​ $1,508M $3.71 per share ​ ​ $1,155M $2.81 per share ​ ​ $765M $1.83 per share ​ ​ $469M $1.11 per share ​ ​ Net Income excluding special items Up 38% 2025 vs. 2024 ​ ​ $1,533M $3.77 per share ​ ​ $1,107M $2.69 per share ​ ​ $766M $1.84 per share ​ ​ $593M $1.40 per share ​ ​ Operating Income Up 25% 2025 vs. 2024 ​ ​ $2,046M ​ ​ $1,633M ​ ​ $1,203M ​ ​ $919M ​ ​ Operating Income Margin Up 280 basis points 2025 vs. 2024 ​ ​ 24.8% ​ ​ 22.0% ​ ​ 18.1% ​ ​ 16.2% ​ ​ Adjusted EBITDA excluding special items Up 26% 2025 vs. 2024 ​ ​ $2,416M ​ ​ $1,914M ​ ​ $1,508M ​ ​ $1,276M ​ ​ Adjusted EBITDA Margin excluding special items Up 350 basis points 2025 vs. 2024 ​ ​ 29.3% ​ ​ 25.8% ​ ​ 22.7% ​ ​ 22.5% ​ ​ Cash from Operations Cash used for Financing Activities Cash used for Investing Activities ​ ​ $1,884M $(1,269M) $(438M) ​ ​ $1,298M $(1,026M)$(316M) ​ ​ $901M $(868M) $(215M) ​ ​ $733M $(526M) $(135M) ​ ​ Free Cash Flow ​ ​ $1,431M ​ ​ $977M ​ ​ $682M ​ ​ $540M ​
• changed​ Spring 2025 2024​ ​ Fall 2025 2024​ ​ 77% 74%Contacted 39% 35%Engaged ​ ​ Reached out to our top ~50 shareholders who own approximately 77% 74%of our common shares and engaged with those owning approximately 39%. 35%.
• changed​ ​ 74% Contacted 34% 40%Engaged ​ ​ Reached out to our top ~50 shareholders who own approximately 74% of our common shares and engaged with those owning approximately 34%. 40%.
• changed48 | HOWMET AEROSPACE 2026 2025PROXY STATEMENT
• changedCompany participants in our spring Lin—EVP,ChiefLegaland fall investor discussions included ComplianceOfficerandSecretary,andothermembers of management in functions representing relevant subject areas, including compensation and benefits, human resources, environmental, health and safety, legal, corporate governance, and investor relations.
• changedIn our spring and fall 2025 2024shareholder outreach, shareholders were interested in discussing mostly non-compensation-related items, including regarding the Company’s approach and progression toward environmental goals relating to which the Company provided information and details that are also covered in our Environmental, Social and Governance Report.
• changedFor adetailed description of the Company's year-round outreach, see the “Corporate Governance—Shareholder Engagement” section.
• changedWith respect to compensation topics, shareholders with whom we spoke viewed our compensation practices and plans favorably, as evidenced by the Company’s Say-On-Pay ballot items in 2025 and 2024 and2023receiving shareholders’ approval of 94.5% 97.8%and 97.8%, 97.5%,respectively.
• newDuring both the spring and fall 2025 engagement, a few shareholders asked about splitting the role of Chairman and CEO into two separate positions.
• newThe Board believes that the current arrangement of Mr. Plant holding both roles, along with a strong independent Lead Director in James F.
• newAlbaugh, functions well and effectively balances strong Company leadership with appropriate oversight by the Lead Director and the other independent directors.
• newWhile contingent upon negotiations at the applicable time in the future, the Board will consider splitting the role into two positions when the transition to the next CEO occurs.
• newDuring our fall 2025 engagement, a few shareholders discussed the one-time equity grant to our CEO, Mr. Plant, in June 2025.
• newFeedback from shareholders regarding the award was positive, with the main request being that robust disclosure regarding the award be provided in this proxy statement, which we have done so starting on page 57.
• newThe Company’s executive compensation philosophy is to provide pay for performance and align executive compensation with shareholder interests.
• newOur 2025 compensation structure is based on the following principles:
• changedblacklining:none; Choose annual incentive compensation (IC) metrics that focus management’s actions on achieving the greatest positive impact on the Company’s financial performance in support of the Company’s business plan each year. performance.
• changedblacklining:none; Target the market median for our executive compensation packages, while providing the opportunity to earn above-market pay for strong performance performance,and allowing for the flexibility to provide additional compensation for retention purposes as it relates to special circumstances or unique leadership talent and the need to ensure continued Company success.
• changedHOWMET AEROSPACE 2026 2025PROXY STATEMENT | 49
• changedBelow is a summary of our best practices in 2025. 2024.
• changedblacklining:none; CONSERVATIVE RISK PROFILE ​ We use a balance of different performance metrics and measurement periods in our annual and long-term incentive compensation plans to avoid overemphasizing any one performance measure and exposing the Company to undue risk.
• changed​ ​ blacklining:none; NO SHARE RECYCLING OR OPTION REPRICING ​ Our equity plan prohibits share recycling, the adding back of shares tendered in payment of the exercise price of a stock option award or withheld to pay taxes, taxesand repricing underwater stock options.
• changed50 | HOWMET AEROSPACE 2026 2025PROXY STATEMENT
• changed​ ​ ​ ​ ​ ​ Compensation Element ​ ​ Guiding Principle ​ ​ Design/Structure ​ ◀ FIXED ▶ ​ ​ Short- Term ​ ​ BASE SALARY ​ ​ ▪ blacklining:none; Target the market median ​ ​ ​ ▪ blacklining:none; Target the market median ​ ​ ◀ VARI­ABLE ▶ ​ ​ ANNUAL INCENTIVECOMPENSATION INCENTIVECOMPENSATION​ ​ ▪ blacklining:none; Choose annual IC weighted metrics that focus management’s actions on achieving the greatest positive impact on the Company’s financial performance ​ ▪ blacklining:none; Set annual IC targets that challenge management to achieve continuous improvement in performance as part of an overall strategy to deliver long-term growth ​ ▪ blacklining:none; Take into account individual performance that may include non-financial goals contributing to the success of the Company ​ ​ ​ ▪ blacklining:none; NEO annual incentives are paid in cash and determined through a two-step performance measurement process: ​ 1.
• changedblacklining:none; Individual NEO performance is assessed, and an individual multiplier is applied to the funded payout results, thus allocating the incentive pool across the eligible population ​ ​ ​ Long- Term ​ ​ LONG-TERMINCENTIVECOMPENSATION ​ ​ ▪ blacklining:none; Make LTI equity the most significant portion of total compensation for senior executives and managers ​ ▪ blacklining:none; Set equity target grant levels in line with industry peers that are competitive to attract, retain and motivate executives and factor in individual performance and future potential for long-term retention ​ ​ ​ ▪ blacklining:none; NEO long-term incentives are granted as 40% time-vested restricted share units (RSUs) and 60% performance-based performancerestricted share units (PRSUs) ​ ▪ blacklining:none; Financial metrics used are aligned with driving long-term stock price performance and are typicallymeasured over three years years,exceptasdiscussedbelow​ ▪ blacklining:none; A standalone relative Total Shareholder Return (“TSR”) metric TSRmetric,orarelativeTSRmultiplierpriorto2023,is used to further reinforce shareholder alignment ​ ​
• changedHOWMET AEROSPACE 2026 2025PROXY STATEMENT | 51
• changed2025 2024MARKET COMPARATOR GROUPS
• changedblacklining:none; PROXY PEER GROUP: A peer group of 18 companies from which we collect proxy statement data, which helps inform and determine compensation levels and target setting for the CEO, CFO and other named executive officers for whom data is available.
• newThe Compensation Committee reviewed the Proxy Peer Group in 2025 based on industry and key financial metrics including revenue, market capitalization, EBITDA, and EBITDA margin.
• newAfter review, the Committee decided that no changes from the prior year were warranted for 2025.
• changedThis comparator group is within a relevant size range for Howmet Aerospace and is used as a supplement to proxy statement data and to benchmark roles for which proxy statement data is not available.
• changedIn 2025 2024the Compensation Committee continued to directly retain retainedCompensation Advisory Partners LLC (“CAP LLC”), which is independent and without conflicts of interest with the Company.
• changedSee “Corporate Governance—Compensation Governance—​CompensationConsultants”.
• changedCAP LLC provided market perspective, as requested by the Compensation Committee, on theformofMr. Plant’s compensation, compensationarrangement,the form of certain executive compensation components, including market information on including,amongotherthings,executive compensation best practices, incentive plan design, insights concerning Securities and Exchange Commission (SEC) and say-on-pay voting policies, analysis and review of the Company’s compensation plans, plansforexecutives,and review thecompositionof the Proxy Peer Group composition (as discussed above).
• changedWe use comparative compensation data from the proxy statements of the Proxy Peer Group companiesand survey data from Willis Towers Watson to help evaluate whether our compensation programs are competitive with the market.
• changedWe have found that the tally sheets synthesize the various components of our compensation programs, which help helpsus in making pay decisions.
• changed52 | HOWMET AEROSPACE 2026 2025PROXY STATEMENT
• changedTABLE OF CONTENTS Executive Compensation—Compensation Discussion and Analysis​ Analysis​ CONSERVATIVE COMPENSATION RISK PROFILE We evaluate the risk profile of our compensation programs when establishing policies and approving plan design.
• changedThese evaluations have noted numerous factors that effectively manage or mitigate compensation risk, including the following: ▪ blacklining:none; A balance of corporate and business group weighting in incentive compensation programs; ​ ▪ blacklining:none; A balanced mix between short-term and long-term incentives; ​ ▪ blacklining:none; Caps on incentives; ​ ▪ blacklining:none; UseofA balance of different performance measures in the annual cash and long-term incentive compensation plans to avoid overemphasizing any one performance measure; ​ ▪ blacklining:none; Discretion retained by the Compensation Committee to adjust awards after market or Company considerations; awards;​ ▪ blacklining:none; Stock ownership guidelines requiring holding substantial equity in the Company until retirement; ​ ▪ blacklining:none; Clawback policies applicable to all forms of incentive compensation; and ​ ▪ blacklining:none; Anti-hedging provisions in the Company’s Insider Trading Policy.
• changedOur stock ownership guidelines require that, at a minimum, Mr. Plant retain equity equal in value to six times his base salary; Mr. Winterlich and Giacobbe,Mr. Marchuk both andMs.Lineachretain equity equal in value to three times base salary; and Mr. Chanatry retain equity equal in value to one and a half times his base salary.
• changedHOWMET AEROSPACE 2026 2025PROXY STATEMENT | 53
• changedTABLE OF CONTENTS Executive Compensation—Compensation Discussion and Analysis Analysis​​ All of our NEOs, except Mr. Winterlich who joined the Company on December 1, 2025, NEOshave met their stock ownership requirements.
• changedIn 2025, 2024,we did not grant stock options, stock appreciation rights, or similar option-like awards to our NEOs.
• changed54 | HOWMET AEROSPACE 2026 2025PROXY STATEMENT
• changed2025 2024Annual Cash Incentive Compensation Plan Design, Targets and Results
• changedEach of the NEOs participated in our corporate annual incentive compensation (IC) plan for 2025. 2024.
• changedIn setting the annual IC targets for 2025, 2024,the Compensation Committee considered market conditions, the business forecast for the year, and the prior year’s targets and results.
• changedblacklining:none; For Free Cash Flow, the 2025 2024target range was set at $960M-$1,070M. $680M-$735M.
• changedThe midpoint of the target range reflects an increase over the 2024 2023Free Cash Flow result of $977M. $682M.
• changedblacklining:none; For Adjusted EBITDA excluding special items, the 2025 2024target range was set at $2,000M-$2,100M. $1,550M-$1,650M.
• changedThis target range reflects an increase over the 2024 2023result of $1,914M. $1,508M.
• changedFor 2025, 2024,the Corporate IC plan payout was at 200%, as 2025 2024Free Cash Flow and Adjusted EBITDA excluding special items were both greater than the applicable maximum, and the Compensation Committee awarded the maximum payout for the achievement of strategic goals.

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