Independent
Tenure on this board
5.1 yrs
11 nominees · 4 ballot items.
Election of eleven directors; Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026; Advisory approval of 2025 named executive officer compensation (‘Say-on-Pay’); Approval of the Alcoa Corporation Stock and Incentive Compensation Plan (as Amended and Restated).
Elect 11 nominees to the Board to serve one-year terms expiring in 2027.
Ratify the Audit Committee’s appointment of PwC as independent auditor for 2026.
Advisory (“Say-on-Pay”) vote to approve the 2025 compensation of the Company’s named executive officers.
Approve the amended and restated long-term equity incentive plan, increasing the share reserve and updating plan terms.
Proposal 4 requests stockholder approval of the Alcoa Corporation Stock and Incentive Compensation Plan as Amended and Restated, primarily to increase the authorized share reserve from 30,000,000 to 38,000,000 shares and to modernize plan terms. The amendment restates the existing 2016 plan, adds an additional 8 million-share pool (subject to fungible counting provisions that treat full-value awards as 1.69 shares each for counting purposes after May 6, 2026), and makes technical and governance changes intended to align awards with best practices. Key changes include a cash incentive award feature; a one-year minimum vesting/performance period (with limited exceptions including substitute awards and certain director awards); stronger anti-repricing protections; limits on share recycling and dividend payments on unvested awards; a higher non-employee director annual grant limit ($750,000); and retention of double-trigger change-in-control protections. Management is seeking approval because available shares under the current plan have been depleted by prior grants, and the People and Compensation Committee believes additional capacity is necessary to continue competitive equity-based compensation that aligns employee and director interests with stockholders. The Board recommends a vote FOR, citing competitiveness, retention, and governance safeguards as rationale.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.4% | 14,227,783 | $944M |
| 2 | EAGLE CAPITAL MANAGEMENT LLC | 5.3% | 14,097,362 | $935M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 12,644,935 | $839M |
| 4 | FMR LLC | 4.5% | 11,850,399 | $786M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 11,776,650 | $781M |
| 6 | STATE STREET CORP | 4.1% | 10,881,537 | $722M |
| 7 | BlackRock, Inc. | 3.1% | 8,220,513 | $545M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.1% | 8,056,265 | $534M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 1.9% | 5,108,923 | $339M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 4,953,846 | $329M |
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