HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance

~~Arconic~~Howmet Aerospace is a values-based company. Our values guide our behavior at every level and apply across the Company on a global basis. The Board has adopted a number of policies to support our values and good corporate governance, which we believe are important to the success of our business and in advancing shareholder interests. We highlight below certain of our corporate governance practices and features:

	Board Independence and Accountability
	Board Independence				✓ 9 of our 10 directors are independent. Our Chief Executive Officer, John C. Plant (who is also Executive Chairman) is our sole employee director.
	Board Leadership				✓ Current Board leadership structure comprises an Executive Chairman of the Board, an independent Lead Director and independent chairs of each Board committee. ✓ The independent Lead Director has substantial responsibilities, including presiding at all meetings of the Board at which the Executive Chairman is not present, and presiding at executive sessions of the independent directors.
	Board Engagement				✓ Attendance: • All directors attended more than 75% of Board and their respective Committee meetings in 2021; director attendance in 2021 averaged 97.4%. • All directors are expected to attend the annual meeting of shareholders. ✓ Independent directors meet in executive session at every regular Board and Board committee meeting.
	Board Composition and Diversity				✓ Directors have a diversity of experience that spans a broad range of industries. ✓ Directors have a broad array of attributes and skills directly relevant to the Company and its businesses. ✓ 4 of our 10 directors are female, and 1 director is racially/ethnically diverse. ✓ See “Item 1 Election of Directors” for additional information.
	Board Committees				✓ Fully independent Audit, Compensation and Benefits, Finance, and Governance and Nominating Committees, as well as an independent Cybersecurity Advsiory Subcommittee. ✓ Each committee has a written charter that is reviewed on an annual basis and available on our website.
	Board Accountability				✓ Annual elections of all directors. ✓ Majority voting standards for election of directors. ✓ Annual certification of compliance with the Business Conduct and Conflict of Interest Survey and related governance and ethics policies. ✓ Annual Say-on-Pay vote. ✓ Annual shareholder ratification of the Audit Committee’s selection of our independent auditor. ✓ No supermajority voting provisions in the Company’s Certificate of Incorporation or Bylaws.
	Responsiveness to Shareholders				✓ Following each annual meeting of shareholders, the appropriate committees of the Board consider the vote outcomes of the management and shareholder proposals and, depending on those vote outcomes, may recommend proposed courses of action.
	Proxy Access				✓ Shareholders may nominate director candidates to the Board and include those nominees in the Company’s proxy statement in accordance with the Company’s Bylaws.
	Shareholders Action				✓ Shareholders are permitted to call special meetings in accordance with the Company’s Certificate of Incorporation and Bylaws. ✓ Shareholders may act by written consent in accordance with the Company’s Certificate of Incorporation and Bylaws.

~~Shareholder Engagement~~

Our directors and executive officers value direct and recurring engagement with our shareholders as part of our continuing efforts to create shareholder value, to refine our corporate governance practices and to address any shareholder concerns. Each year we seek opportunities to meet with, and receive input from, our shareholders, and we intend to continue to seek such opportunities in the future.

~~Proxy Access~~

~~Shareholders may nominate director candidates to Arconic’s Board and include those nominees in Arconic’s proxy statement in accordance with the Company’s Bylaws.~~

~~Shareholders’ Right to Call Special Meetings~~

~~Shareholders are permitted to call special meetings in accordance with the Company’s Certificate of Incorporation and Bylaws.~~

~~Shareholders’ Action by Written Consent~~

~~Shareholders may act by written consent in accordance with the Company’s Certificate of Incorporation and Bylaws.~~

~~Annual Election of Directors~~

~~The Board of Directors is not a classified board; each director is elected annually for a one-year term.~~

~~No Supermajority Voting Requirements~~

~~The Certificate of Incorporation does not contain any provisions that require a supermajority vote of shareholders.~~

~~Delaware Corporation~~

~~The Company is incorporated in Delaware, a leading jurisdiction with a comprehensive and coherent set of corporate laws that are responsive to the evolving legal and business needs of corporations.~~

~~Strong Independent Lead Director~~

The Board recognizes that in circumstances where the positions of Chairman and CEO are combined, a strong and independent Lead Director with a clearly defined role and set of responsibilities is paramount for constructive and effective leadership. Arconic’s independent Lead Director has a clear mandate and significant authority and responsibilities, which are described below and in our Board-approved Corporate Governance Guidelines.

~~Prohibition against Short Sales, Hedging, Margin Accounts and Pledging~~

~~Our Insider Trading Policy contains restrictions that, among other things:~~

•

~~prohibit short sales of Arconic securities and derivative or speculative transactions in Arconic securities;~~

•

prohibit the use of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Arconic securities; and

•

~~prohibit directors and executive officers from holding Arconic securities in margin accounts or pledging Arconic securities as collateral.~~

~~Commitment to Sustainability~~

~~The Company is committed to operating sustainably in the communities in which we do business.~~

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance (continued)

	Board Effectiveness
	Board, Committee and Director Evaluations				✓ Annual Board and Committee self-evaluation process. ✓ Annual director performance evaluations. ✓ Ongoing assessment of corporate governance best practices appropriate for Howmet Aerospace.
	Overboarding Limits				✓ Directors are subject to overboarding limitations as a general rule in accordance with our Corporate Governance Guidelines.
	Shareholder Engagement				✓ Directors are committed to meaningful engagement with shareholders and welcome input and suggestions. ✓ Board members routinely meet with top shareholders for conversations focused on Board skills, diversity and its oversight on a variety of topics, including company strategy, growth, compensation, and environmental, social and governance (ESG) matters.
	Board Oversight of Risk and ESG Programs				✓ Our full Board is responsible for risk oversight and the Board committees oversee certain key risks relating to their areas. ✓ The Board and Board committees provide oversight of ESG risks and opportunities, including review of ESG strategies and challenges. ✓ The Company publishes an annual Environmental, Social and Governance Report. See “Environmental and Social Responsibility” section for additional information.
	Succession Planning				✓ The Board oversees and engages in Board and executive succession planning.
	Alignment with Shareholder Interests
	Claw-back and Short Sales, Hedging, Margin Accounts and Pledging Policies				✓ Our annual cash incentive compensation plan and our stock incentive plans contain claw-back provisions, providing for Company reimbursement of incentive compensation from executive officers in certain circumstances. ✓ Short sales of Company securities and derivative or speculative transactions in Company securities are prohibited. ✓ Purchase or use of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities, is prohibited. ✓ Directors and Section 16 officers are prohibited from holding Company securities in margin accounts or pledging Company securities as collateral.
	Stock Ownership				✓ Non-employee directors and executive officers are subject to robust stock ownership guidelines: • Non-employee directors must retain equity of at least $750,000 in value until retirement. • Executives are required to hold substantial equity in the Company until retirement, including equity equal in value to six-times base salary for our CEO.

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~~2019 Proxy Statement~~ HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance (continued)

The Structure and Role of the Board of Directors

Board Leadership Structure

The Company’s current Board leadership structure comprises a combined Chairman ~~of the Board~~ and Chief Executive Officer, an independent director serving as the Lead Director, and strong, active independent directors. The Board will continue to exercise its judgment, under the circumstances at the time, to evaluate the Board leadership structure that the Board believes will provide effective leadership, oversight and direction, while optimizing the functioning of both the Board and management and facilitating effective communication between the two. The Board has concluded that the current structure provides a well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. A combined role of Chairman and Chief Executive Officer confers advantages, including those listed below.

•

By serving in both positions, the Chairman and Chief Executive Officer is able to draw on his detailed knowledge of the Company to provide the Board, in coordination with the Lead Director, leadership in focusing its discussions, review and oversight of the Company’s strategy, business, and operating and financial performance.

•

~~A combined role ensures that the Company presents its message and strategy to stakeholders with a unified voice.~~

•

~~The structure allows for efficient decision-making and focused accountability.~~

The Board believes that it is in the best interest of the Company and its shareholders for Mr. Plant to serve as Chairman and Chief Executive Officer, considering the strong role of our independent Lead Director and other corporate governance practices providing independent oversight of management as set forth below.

	~~Our~~	Executive Chairman
		The Board has concluded that the current structure provides a well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. A combined role of Chairman and Chief Executive Officer confers advantages, including those listed below. • By serving in both positions, the Executive Chairman and Chief Executive Officer is able to draw on his detailed knowledge of the Company to provide the Board, in coordination with the Independent Lead Director, leadership in focusing its discussions, review and oversight of the Company’s strategy, business, and operating and financial performance. • A combined role ensures that the Company presents its message and strategy to stakeholders with a unified voice. • The structure allows for efficient decision-making and focused accountability.
		The Board believes that it is in the best interest of the Company and its shareholders for John C. Plant to serve as Chairman and Chief Executive Officer, considering the strong role of our independent Lead Director ~~has~~ ~~substantial~~ ~~responsibilities.~~and other corporate governance practices providing independent oversight of management.

		Independent Lead Director
		Our Independent Lead ~~Director:~~Director has substantial responsibilities. • Meets regularly with the Chairman and serve as a liaison between the Chairman and the independent directors; • Communicates to the Chairman and management, as appropriate, any decisions reached, suggestions, views or concerns expressed by the independent directors during meetings, executive sessions and outside of board meetings; • Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; • Facilitates effective and candid Board discussions and communications to optimize Board performance; • Approves meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items; • Ensures personal availability for consultation and communication with independent directors and with the Chairman, as appropriate; • Calls executive sessions of the Board; • Calls meetings of the independent directors, as the Lead Director may deem to be appropriate; and • Responds directly to shareholder and other stakeholder questions and comments that are directed to the Lead Director or to the independent directors as a group, with such consultation with the Chairman or other directors as the Lead Director may deem ~~appropriate;~~ • ~~Reviews~~appropriate, and ~~approves meeting agendas and schedules for the Board;~~ • ~~Ensures personal availability~~if requested, ensuring that he or she is available for consultation and direct communication with ~~independent directors and with the Chairman,~~major shareholders, as ~~appropriate;~~appropriate. • ~~Calls executive sessions~~
		James F. Albaugh is our current independent Lead Director. Mr. Albaugh’s strength in leading the Board is complemented by his depth of experience in Board matters ranging from his service on the ~~Board;~~ • ~~Calls special meetings of the independent directors, as the Lead Director may deem to be appropriate;~~Company’s Audit Committee and • ~~In his capacity as Chair of the~~ Governance and Nominating Committee ~~oversees the Board’s self-evaluation process.~~ to his memberships on other company boards.

~~Arthur D. Collins, Jr. is~~The Company’s corporate governance practices are designed to ensure that shareholders’ interests are protected by effective and independent oversight of management:

•

Independence. 9 of our ~~current Lead Director. Mr. Collins’s strength in leading~~10 directors are independent as defined by the ~~Board is complemented by his depth~~listing standards of ~~experience in Board matters ranging from his service on~~the New York Stock Exchange (“NYSE”) and the Company’s Compensation and Benefits Committee (including as Chair from November 2016 to February 2019) and Governance and Nominating Committee (including as Chair since February 2019) to his memberships on other company boards. On March 4, 2019, Mr. Collins announced his intention not to stand for re-election and to retire from the Board, effective as of the date of the 2019 Annual Meeting. The Board intends to elect a new independent Lead Director ~~at its first meeting following the 2019 Annual Meeting.~~Independence Standards.

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~~2019 Proxy Statement~~HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance (continued)

~~Shareholders’ interests are protected by effective and independent oversight of management:~~

•

10 of our 12 current directors—and 8 of the 10 director nominees—are independent as defined by the listing standards of the New York Stock Exchange (“NYSE”) and the Company’s Director Independence Standards.

•

Committees. Each of the Board’s key standing committees—the Audit Committee, the Compensation and Benefits Committee, the Finance Committee and the Governance and Nominating Committee—is composed solely of independent directors.

•

Executive Sessions. Our independent directors meet at every regular Board Meeting in executive session without management present. These meetings are led by the independent Lead Director. The independent Lead Director may call extra sessions as needed. Committee meetings also include an executive session at which Committee members meet without management in attendance.

•

Each of the Board’s key standing committees—the Audit Committee, the Compensation and Benefits Committee, the Finance Committee and the Governance and Nominating Committee—is composed solely of independent directors.

•

Our independent directors meet at every regular meeting in executive session without management or the Chairman and Chief Executive Officer or the President and Chief Operating Officer present. These meetings are led by the Lead Director.

~~The Company’s~~
~~corporate~~
~~governance~~
~~practices and~~
~~policies are~~
~~designed to~~
~~protect~~
~~shareholders’~~
~~long-term interests.~~

The Board’s Role in Risk Oversight

The Board of Directors is actively engaged in overseeing and reviewing the Company’s strategic direction and objectives, taking into account, among other considerations, the Company’s risk profile and exposures. It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. The Board has oversight responsibility of the processes established to report and monitor material risks applicable to the Company. The Board annually reviews the Company’s enterprise risk management and receives regular updates on risk exposures.

~~The~~While the Board ~~as a whole has responsibility for risk oversight, including succession planning relating to~~ and the ~~Chief Executive Officer (“CEO”) and risks relating to the competitive landscape, strategy, economic conditions, capital requirements, and operations of the Company. The~~ committees of the Board ~~also~~ oversee the Company’s risk profile and exposures relating to matters within the scope of their authority. The Board regularly receives detailed reports from the committees regarding risk oversight in their areas of responsibility.

~~The Audit Committee~~ regularly reviews treasury risks (including those relating to cash generation, liquidity, insurance, credit, debt, interest rates and foreign currency exchange rates), financial accounting and reporting risks, legal and compliance risks, and risks relating to information technology including cybersecurity, tax matters, asset impairments, contingencies, and internal controls.

~~The Cybersecurity Advisory Subcommittee~~ ~~was established by the Audit Committee to assist the Audit Committee in fulfilling its responsibility of reviewing the Company’s~~ enterprise risk ~~relating to cybersecurity.~~

~~The Compensation and Benefits Committee~~ ~~considers risks related to the attraction and retention of talent,~~management, Company management is responsible for managing risk and the ~~design~~creation, implementation and monitoring of ~~compensation~~the risk management programs and ~~incentive arrangements.~~appropriate risk management policies and procedures. The Company has ~~determined~~robust internal processes and an effective internal control environment that ~~it is not reasonably likely that~~facilitates the identification and management of risks ~~arising from compensation~~ and ~~benefit plans would have~~regular communication with the Board. These include an enterprise risk management committee, regular management disclosure committee meetings, Business Conduct Policies, a ~~material adverse effect~~strong Legal Department and Ethics and Compliance Office, and a comprehensive internal and external audit process. Management communicates routinely with the Board, Board committees and individual directors on the ~~Company. See~~ ~~“Conservative Compensation Risk Profile”~~ ~~on page~~ 47.significant risks identified and how they are being managed. Directors are free to communicate directly with senior management.

~~The Finance Committee~~ reviews and provides advice to the Board regarding financial matters, including the Company’s capital structure, capital allocation, financial exposures, capital plan, significant transactions such as acquisitions and divestitures, and the investment performance and funding of the Company’s retirement plans, and the risks relating to such matters. [MISSING IMAGE: tm225175d1-fc_riskoverpn.jpg]

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~~2019 Proxy Statement~~

~~Corporate Governance~~ ~~(continued)~~

~~The Governance and Nominating Committee~~ considers risks related to corporate governance, and oversees succession planning for the Board of Directors, the structure and function of the Board, and the appropriate assignment of directors to the Board committees for risk oversight and other areas of responsibilities.

~~Director Qualifications, Board Diversity and Board Tenure~~

Our directors have a broad range of experience that spans different industries, including the aerospace, automotive and finance sectors. Directors bring to our Board a variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of our shareholders. As described in the director biographies in ~~“Item 1 Election of Directors,”~~ ~~directors bring to our Board attributes and skills that include those listed below:~~

~~Director Attributes and Skills~~

•

~~Leadership Experience~~

•

~~International Experience~~

•

~~Finance and Capital Allocation Experience~~

•

~~Automotive Industry Experience~~

•

~~Aerospace Industry Experience~~

•

~~Risk Management Expertise~~

•

~~Manufacturing/Industrial Experience~~

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~~Defense Industry Experience~~

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~~Technology/Innovation Expertise~~

•

~~Corporate Governance Expertise~~

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~~Engineering Expertise~~

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~~Information Technology Experience~~

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~~2019 Proxy Statement~~ HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance (continued)

~~Our policy on~~ Board ~~diversity relates~~Oversight of COVID-19

The risk landscape associated with the COVID-19 pandemic has been, and continues to ~~the selection of nominees for~~be, discussed with the Board. ~~Our policy provides that while diversity~~Over the course of 2021, management, including the Executive Chairman and ~~variety of experiences~~Chief Executive Officer and ~~viewpoints represented~~the Chief Financial Officer, regularly updated the Board on the impact of the COVID-19 pandemic on our business and the strategic, operational and financial risks and considerations associated with the pandemic. Discussions with the Board ~~should always be considered, a director nominee should not be chosen nor excluded solely or largely because~~have included, among other topics, financial and operational matters, employee health and safety, and implementation of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the Governance and Nominating Committee focuses on skills, expertise and background that would complement the existing Board, recognizing thatHowmet Aerospace’s safety protocols to protect the Company’s ~~businesses~~people and ~~operations are diverse and global in nature.~~processes.

~~The following chart shows the tenure of the directors on our Board following the 2019 Annual Meeting of Shareholders, assuming that all of the director nominees are elected to new~~

~~terms. The board tenure provides a mix of fresh perspectives and Company experience, which contributes to a rich dialogue representing a range of viewpoints.~~

~~Board Meetings and Attendance~~

~~The Board met 14 times in 2018. The number of Board committee meetings can be found below in~~ ~~“—Committees of the Board.”~~ Attendance by incumbent directors at Board and committee meetings averaged 97%. Each incumbent director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2018 (or, in the case of Ms. Alving, who joined the Board in May 2018, 75% or more of the aggregate of all such meetings after joining the Board).

Under Arconic’s Corporate Governance Guidelines, all directors are expected to attend the annual meeting of shareholders. Twelve out of the then-thirteen members of the Board, including all incumbent directors, attended the Company’s 2018 annual meeting. In addition to Board meetings, directors visit Arconic business operations to deepen their understanding of the Company and interact with on-site employees. In addition, new directors receive an orientation that includes meetings with key members of management and visits to Company facilities.

~~Board, Committee and Director Evaluations~~

The Board of Directors annually assesses the effectiveness of the full Board, the operations of its committees and the contributions of director nominees. The Governance and Nominating Committee oversees the evaluation of the Board as a whole and its committees, as well as individual evaluations of those directors who are being considered for possible re-nomination to the Board.

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~~2019 Proxy Statement~~

~~Corporate Governance~~ ~~(continued)~~

Committees of the Board

There are four standing committees of the Board and one subcommittee of the Audit Committee. The Board has adopted written charters for each committee and subcommittee, which are available on our website at ~~http://www.arconic.com~~ ~~under~~ ~~“Investors—Corporate Governance—Committees.”~~

~~The table below sets forth the standing Board committees and subcommittee and the members of each as of March 15, 2019.~~ Each of the Audit, Compensation and Benefits, Finance, and Governance and Nominating Committees, as well as the Cybersecurity Advisory Subcommittee, is composed solely of directors who have been determined by the Board of Directors to be independent in accordance with Securities and Exchange Commission (“SEC”) regulations, NYSE listing standards and the Company’s Director Independence Standards (including the heightened independence standards for members of the Audit and Compensation and Benefits Committees).

Audit Cybersecurity
Advisory
Committee of the
Audit Committee Compensation
and Benefits Finance Governance
and
Nominating
James F. Albaugh* X X
Amy E. Alving* Chair X X
Christopher L. Ayers* X X
Arthur D. Collins, Jr.* X Chair
Elmer L. Doty
Rajiv L. Gupta* Chair X
David P. Hess* X X
Sean O. Mahoney* X Chair
David J. Miller* X
E. Stanley O’Neal* X X
John C. Plant
Ulrich R. Schmidt* Chair X

2018 Committee Meetings1
8 4 6 9 7

~~Independent Director~~

~~The Board as a whole held 14 meetings in 2018.~~

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For information on how to access the written charters for each committee and subcommittee, see “—~~2019 Proxy Statement~~

Our Corporate Governance ~~(continued)~~Documents” below.

		~~COMMITTEE~~					Audit Committee		~~RESPONSIBILITIES~~
		~~Audit Committee~~ 2021 Members: Ulrich R. Schmidt (Chair) James F. Albaugh Joseph S. Cantie Independence: Each member of the committee is independent and financially literate. 8 Meetings in 2021				Responsibilities: • Oversees the integrity of the financial statements and internal controls, including review of the scope and the results of the audits of the internal and independent auditors • Appoints the independent auditors and evaluates their independence and performance • Reviews the organization, performance and adequacy of the internal audit function • Pre-approves all audit, audit-related, tax and other services to be provided by the independent auditors • Oversees the Company’s compliance with legal, ethical and regulatory requirements • Discusses with management and the auditors the policies with respect to risk assessment and risk management, including major financial risk exposures Financial Expert: Joseph S. Cantie and Ulrich R. Schmidt meet the requirements as defined by the SEC rules.

		Cybersecurity Advisory Subcommittee
		2021 Members: Amy E. Alving (Chair) Jody G. Miller Nicole W. Piasecki Independence: Each member of the ~~Audit Committee~~committee is ~~financially literate, and the Board of Directors has determined that each member qualifies as an “audit committee financial expert” under applicable SEC rules.~~independent. 4 Meetings in 2021
		~~Cybersecurity Advisory Subcommittee~~			Responsibilities: • Assists the Audit Committee and Board in regularly reviewing the state of the Company’s cybersecurity, including review of the threat landscape facing the Company and the Company’s strategy to mitigate cybersecurity risks, which include initiatives for identification, protection, detection, response and recovery, employee training on cybersecurity matters and consideration of the impact of emerging cybersecurity developments that may affect the Company • Regularly brings cybersecurity developments or issues to the attention of the Board and/or the Audit Committee

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Corporate Governance (continued)

		Compensation and ~~the Board~~ Benefits Committee
		~~Compensation and Benefits Committee~~ 2021 Members: Robert F. Leduc (Chair) Joseph S. Cantie Nicole W. Piasecki Independence: Each member of the committee is independent. 8 Meetings in 2021				Responsibilities: • ~~Establishes~~Recommends the Chief Executive Officer’s compensation for approval by the independent directors of the Board, ~~ratification,~~ based upon an evaluation of performance in light of approved goals and objectives • Reviews and approves the compensation of the Company’s officers • Oversees the implementation and administration of the Company’s compensation and benefits plans, including pension, savings, incentive compensation and equity-based plans • Reviews and approves general compensation and benefit policies • Approves the Compensation Discussion and Analysis for inclusion in the proxy statement • Has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement (see “Corporate Governance—Compensation Consultants” regarding the committee’s engagement of a compensation consultant)
		The Compensation and Benefits Committee may form and delegate its authority to subcommittees, including subcommittees of management when appropriate. Executive officers do not determine the amount or form of executive or director compensation although the Chief Executive Officer provides recommendations to the Compensation and Benefits Committee regarding compensation changes and incentive compensation for executive officers other than himself. For more information on the responsibilities and activities of the committee, including its processes for determining executive compensation, see the “Compensation Discussion and Analysis” section.

		Finance Committee
		2021 Members: Ulrich R. Schmidt (Chair) Joseph S. Cantie David J. Miller Independence: Each member of the committee is independent. 4 Meetings in 2021				Responsibilities: Reviews and provides advice and counsel to the Board regarding the Company’s: • ~~capital structure;~~Capital structure • ~~financing transactions;~~Financing transactions • ~~capital~~Capital expenditures and capital ~~plan;~~plan • ~~acquisitions~~Acquisitions and ~~divestitures;~~divestitures • ~~share repurchase~~Share repurchases and dividend ~~programs;~~programs • ~~policies~~Policies relating to interest rate, commodity and currency ~~hedging; and~~hedging • ~~employee retirement~~Pension plan performance and ~~funding.~~funding

		Governance and Nominating Committee
		~~Governance and Nominating Committee~~ 2021 Members: Amy E. Alving (Chair) James F. Albaugh Sharon R. Barner Jody G. Miller Independence: Each member of the committee is independent. 4 Meetings in 2021				Responsibilities: • Identifies individuals qualified to become Board members and recommends them to the full Board for consideration, including evaluating all potential candidates, whether initially recommended by management, other Board members or shareholders • Reviews and makes recommendations to the Board regarding the appropriate structure and operations of the Board and Board committees • Makes recommendations to the Board regarding Board committee assignments • Develops and annually reviews corporate governance guidelines ~~for~~of the Company, and oversees other corporate governance matters • Reviews related person transactions • Oversees an annual performance review of the Board, Board committees and individual ~~director nominees~~directors • Periodically reviews and makes recommendations to the Board regarding director compensation

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance ~~2019 Proxy Statement~~(continued)

Board Meetings and Attendance

The Board met 9 times in 2021. The number of Board committee meetings can be found above in “Board Committee Membership and Responsibilities”. Attendance by incumbent directors at Board and committee meetings averaged 97.4%. Each incumbent director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served during 2021.

Under Howmet Aerospace’s Corporate Governance Guidelines, all directors are expected to attend the annual meeting of shareholders. All eleven of the then members of the Board attended the Company’s 2021 annual meeting.

Director Orientation and Continuing Education

The Company has a robust orientation program for new directors. New directors meet with key members of management to learn about the Company’s business, including its strategy, business segments, resource units and ESG priorities. As part of our Board’s continuing education, directors strive to visit one Company’s business facility each year to deepen their understanding of the Company and interact with on-site employees. In September 2021, the Board engaged in an extensive tour of the Company’s Engine Products operations in Whitehall, Michigan, which provided the Board with valuable insight into the Company’s operations, technology and innovations. Directors are also encouraged to attend outside continuing education programs at the Company’s expense. Company presentations and materials, including updates on business developments and other important topics, are provided from time to time to directors, as appropriate or upon request.

Board, Committee and Director Evaluations

The Board of Directors believes that a robust and constructive Board, committee and director performance evaluation process is an essential component of board effectiveness. Each year, the Board conducts a comprehensive evaluation process, overseen by the Governance and Nominating Committee, of its own performance, as well as the performance of each committee and each director.

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Corporate Governance (continued)

~~Voting for~~Shareholder Engagement

The Board of Directors

Arconic’s Certificate of Incorporation and Bylaws provide a majority voting standard for election of directors in uncontested elections. If the number of shares voted “for” an incumbent director’s election does not exceed fifty percent (50%) of the number of votes cast with respect to that director’s election (with votes cast including votes against in each case and excluding abstentions and broker nonvotes with respect to that director’s election) in an uncontested election, the nominee must promptly tender his or her resignation, and the ~~Board will decide, through a process managed by~~Company believe ongoing engagement with Howmet Aerospace shareholders is important to understanding shareholder views on issues that are important to them or that affect our Company. We have embraced an active engagement strategy for many years: to provide visibility and transparency into our business, our performance and our corporate governance, environmental, social and compensation practices. Our engagement program is designed to address shareholder questions and concerns, provide shareholders with our perspective on Company policies and practices, seek shareholder input and incorporate feedback, as appropriate.

		How We Engage
		Board Participation. Our independent Lead Director, Compensation and Benefits Committee Chair and other members of the Board are available for, and participate as appropriate in, shareholder meetings, particularly those relating to ESG and compensation-related matters, as described below.
		Investor Relations Discussions				ESG and Compensation-Related Discussions
		Throughout the year, our investor relations (IR) team regularly meets with shareholders, prospective shareholders, and investment analysts through quarterly earnings calls, investor conferences, presentations, on-site meetings and virtual meetings. These meetings often include participation by our Executive Chairman and Chief Executive Officer and our Chief Financial Officer, and generally focus on Company financial and operational performance and strategy.				Twice a year, we conduct a shareholder outreach program focused on ESG and compensation topics: • corporate governance, including Board oversight; • executive compensation, including say-on-pay response; • environmental and sustainability matters, including climate change; • human capital management and diversity, equity and inclusion. Senior management and members of the corporate governance, environmental, health and safety, human resources, executive compensation, and IR teams participate on these calls, along with Board members, as appropriate.
		Investor Relations 2021 Shareholder Engagement				ESG and Compensation-Related 2021 Shareholder Engagement
		2021: Engaged with shareholders who own approximately 54% of our common shares				Spring 2021: Reached out to our top 50 shareholders who own approximately 73% of our common shares, other than Elliott Management (who has a Board representative) and Mr. Plant, and engaged with the approximately 28% who accepted our invitation Fall 2021: Reached out to our top 30 shareholders who own approximately 68% of our common shares, other than Elliott Management, and engaged with the approximately 10% who accepted our invitation. We also engaged with Glass Lewis; ISS declined our invitation.
		For a further discussion regarding shareholder feedback on compensation matters, see “Executive Compensation—Compensation Discussion and Analysis.”

When We Engage

Spring

Summer

Fall

Winter

Make available to shareholders the Annual Report, Proxy Statement and ESG report. Prior to the Annual Meeting of Shareholders, conduct shareholder engagement to discuss any concerns on the ballot items and gather feedback on ESG and compensation matters.

Review feedback and results from the Annual Meeting of Shareholders, plan for fall outreach and target responsive engagement.

Conduct comprehensive engagement with shareholders to gather feedback from the Annual Meeting of Shareholders and discuss developments in the Company’s business, and ESG and compensation matters.

Review shareholder feedback and Board to consider potential changes to corporate governance, executive compensation program, and environmental and social matters and disclosures.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance and Nominating Committee and excluding the nominee, whether to accept the resignation at its next regularly scheduled Board meeting. The Board’s explanation of its decision will be promptly disclosed in accordance with SEC rules and regulations. Any director nominee not already serving on the Board who fails to receive a majority of votes cast in an uncontested election will not be elected to the Board. An election of directors is considered to be contested if the number of candidates for election as directors exceeds the number of directors to be elected, with the determination being made in accordance with the Bylaws.(continued)

Communications with Directors

The Board of Directors is committed to meaningful engagement with ~~Arconic~~Howmet Aerospace shareholders and welcomes input and suggestions. Shareholders and other interested parties wishing to contact the Executive Chairman, independent Lead Director, individual directors, or the ~~non-management~~independent directors as a group may do so by sending a written communication to the attention of the Independent Lead Director c/o ~~Arconic~~Howmet Aerospace Inc., Corporate Secretary’s Office, ~~390 Park Avenue, New York, NY 10022-4608.~~ 201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary@howmet.com.

To communicate issues or complaints regarding questionable accounting, internal accounting controls or auditing matters, send a written communication to the Audit Committee c/o ~~Arconic~~Howmet Aerospace Inc., Corporate Secretary’s Office, ~~390 Park Avenue, New York, NY 10022-4608.~~ 201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary@howmet.com.

Alternatively, you may place an anonymous, confidential, ~~toll free~~toll-free call in the United States to ~~Arconic’s~~Howmet Aerospace’s Integrity Line at ~~855-585-8256.~~1-844-932-1021. For a listing of Integrity Line telephone numbers outside the United States, go to http://~~www.arconic.com~~www.howmet.com under “~~Who We Are—How We Work—~~About Us—Our Fundamentals—Ethics and ~~Compliance.~~Compliance—Speak-Up Culture—Howmet Aerospace Integrity Line.”

Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors as appropriate, depending upon the facts and circumstances outlined in the communication.

The Board of Directors has asked the Corporate Secretary’s Office to submit to the Board all communications received, excluding only those items that are not related to Board duties and responsibilities, such as junk mail and mass mailings; product complaints and product inquiries; new product or technology suggestions; job inquiries and resumes; advertisements or solicitations; and surveys.

Director Independence

In ~~its~~the Company’s Corporate Governance Guidelines, the Board recognizes that independence depends not only on directors’ individual relationships, but also on the directors’ overall attitude. Providing objective, independent judgment is at the core of the Board’s oversight function. Under the Company’s Director Independence Standards, which conform to the corporate governance listing standards of the New York Stock Exchange, a director is not considered “independent” unless the Board affirmatively determines that the director has no material relationship with the Company or any subsidiary in the consolidated group. The Director Independence Standards comprise a list of all categories of material relationships affecting the determination of a director’s independence. Any relationship that falls below a threshold set forth in the Director Independence Standards, or is not otherwise listed in the Director Independence Standards, and is not required to be disclosed under Item 404(a) of SEC Regulation S-K, is deemed to be an immaterial relationship.

The Board has affirmatively determined that all the directors are independent except ~~Messrs. Doty and~~Mr. Plant, who ~~are~~is employed by the Company and therefore dodoes not meet the independence standards set forth in the Director Independence Standards. In the course of its determination regarding independence, the Board did not find any material relationships between the Company and any of the directors, other than ~~Messrs. Doty’s and~~Mr. Plant’s employment.

Voting for Directors

Howmet Aerospace’s Certificate of Incorporation and Bylaws provide a majority voting standard for election of directors in uncontested elections. If the number of shares voted “for” an incumbent director’s election does not exceed fifty percent (50%) of the number of votes cast with respect to that director’s election (with votes cast including votes against in each case and excluding abstentions and broker nonvotes with respect to that director’s election) in an uncontested election, the nominee must promptly tender his or her resignation, and the Board will decide, through a process managed by the Governance and Nominating Committee and excluding the nominee, whether to accept or reject the resignation at its next regularly scheduled Board meeting. The Board’s explanation of its decision will be promptly disclosed in accordance with SEC rules and regulations. Any director nominee not already serving on the Board who fails to receive a majority of votes cast in an uncontested election will not be elected to the Board. An election of directors is considered to be contested if the number of candidates for election as directors exceeds the number of directors to be elected, with the determination being made in accordance with the Bylaws.

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~~2019 Proxy Statement~~HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance (continued)

Related Person Transactions

Review, Approval and Ratification of Transactions with Related Persons

The Company has a written Related Person Transaction Approval Policy regarding the review, approval and ratification of transactions between the Company and related persons. The policy applies to any transaction in which the Company or a Company subsidiary is a participant, the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. A related person means any director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family member of any such person.

Under this policy, reviews are conducted by management to determine which transactions or relationships should be referred to the Governance and Nominating Committee for consideration. The Governance and Nominating Committee then reviews the material facts and circumstances regarding a transaction and determines whether to approve, ratify, revise or reject a related person transaction, or to refer it to the full Board or another committee of the Board for consideration. The Company’s Related Person Transaction Approval Policy operates in conjunction with other aspects of the Company’s compliance program, including its Business Conduct Policies, which require that all directors, officers and employees have a duty to be free from the influence of any conflict of interest when they represent the Company in negotiations or make recommendations with respect to dealings with third parties, or otherwise carry out their duties with respect to the Company.

The Board has considered the following types of potential related person transactions and pre-approved them under the Company’s Related Person Transaction Approval Policy as not presenting material conflicts of interest:

(i)

employment of ~~Arconic~~Howmet Aerospace executive officers (except employment of ~~an Arconic~~a Howmet Aerospace executive officer that is an immediate family member of another ~~Arconic~~Howmet Aerospace executive officer, director, or nominee for director) as long as the Compensation and Benefits Committee has approved the executive officers’ compensation;

(ii)

director compensation that the Board has approved;

(iii)

any transaction with another entity in which the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the other entity’s total annual revenues, if a related person’s interest arises only from:

(a)

such person’s position as an employee or executive officer of the other entity; or

(b)

such person’s position as a director of the other entity; or

(c)

the ownership by such person, together with his or her immediate family members, of less than a 10% equity interest in the aggregate in the other entity (other than a partnership); or

(d)

both such position as a director and ownership as described in (b) and (c) above; or

(e)

such person’s position as a limited partner in a partnership in which the person, together with his or her immediate family members, have an interest of less than 10%;

(iv)

charitable contributions in which a related person’s only relationship is as an employee (other than an executive officer), or a director or trustee, if the aggregate amount involved does not exceed the greater of $250,000 or 2% of the charitable organization’s total annual receipts;

(v)

transactions, such as the receipt of dividends, in which all shareholders receive proportional benefits;

(vi)

transactions involving competitive bids;

(vii)

transactions involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; and

(viii)

transactions with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

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~~2019 Proxy Statement~~ HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance (continued)

Transactions with Related Persons in ~~2018~~2021

Based on information provided by the directors, the executive officers, and the Company’s legal department, the Governance and Nominating Committee determined that there are no material related person transactions to be reported in this proxy statement. We indemnify our directors and officers to the fullest extent permitted by law against personal liability in connection with their service to the Company. This indemnity is required under the Company’s Certificate of Incorporation and the Bylaws, and we have entered into agreements with these individuals contractually obligating us to provide this indemnification to them.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation and Benefits Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation and Benefits Committee.

Compensation Consultants

~~During 2018,~~In 2021, the Compensation and Benefits Committee ~~continued its retention of Pay Governance LLC~~directly retained Compensation Advisory Partners (CAP) as its independent compensation consultant. See “Executive Compensation—Compensation Discussion and Analysis—Compensation Philosophy and Design—Executive Compensation ~~Decision-Making Process—~~Design Relies on a Diversified Mix of Pay Elements and Targets the Market Median—Use of Independent Compensation ~~Consultant.”~~Consultant”. The committee assessed ~~Pay Governance’s~~CAP’s independence and found no conflict of interest. In its assessment, the committee took into account the following factors:

•

~~Pay Governance~~ CAP provides no other services to the Company;

•

the amount of fees received from the Company by ~~Pay Governance~~CAP as a percentage of ~~Pay Governance’s~~CAP’s total revenue;

•

the policies and procedures that ~~Pay Governance~~CAP has in place to prevent conflicts of interest;

•

any business or personal relationships between the ~~consultant(s)~~consultants at ~~Pay Governance~~CAP performing consulting services and any Compensation and Benefits Committee members or any executive officer; and

•

any ownership of Company stock by the ~~consultant(s).~~

In addition, during 2018, the Governance and Nominating Committee continued to retain Pearl Meyer & Partners to provide consultation services regarding non-employee director compensation. The committee did not find any conflict of interest with Pearl Meyer and considered the following factors in its determination:

•

~~Pearl Meyer provides no other services to the Company;~~

•

~~the amount of fees received from the Company by Pearl Meyer as a percentage of Pearl Meyer’s total revenue;~~

•

~~the policies and procedures that Pearl Meyer has in place to prevent conflicts of interest;~~

•

~~any business or personal relationships between the consultant(s) at Pearl Meyer performing consulting services and any Board members or any executive officer; and~~

•

~~any ownership of Company stock by the consultant(s).~~

~~Corporate Governance Materials Available on Arconic’s Website~~

~~The following documents, as well as additional corporate governance information and materials, are available on our website at~~ ~~http://www.arconic.com~~ ~~under~~ ~~“Investors—Corporate Governance—Governance and Policies”~~:

•

~~Certificate of Incorporation~~

•

~~Bylaws~~

•

~~Board Confidentiality Policy~~

•

~~Corporate Governance Guidelines~~

•

~~Director Independence Standards~~

•

~~Anti-Corruption Policy~~

•

~~Business Conduct Policies~~

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Corporate Governance~~ ~~(continued)~~

•

~~Code of Ethics for the CEO, CFO and Other Financial Professionals~~

•

~~Hiring Members (or Former Members) of Independent Public Auditors~~

•

~~Human Rights Policy~~

•

~~Insider Trading Policy~~

•

~~Political Contributions~~

•

~~Related Person Transaction Approval Policy~~

~~In addition, the following documents are available on our website at~~ ~~http://www.arconic.com~~ ~~under~~ ~~“Investors—Corporate Governance—Board Committees”~~:

•

~~Charters of each of our Board committees and subcommittee~~

~~Copies of these documents are also available in print form at no charge by sending a request to Arconic Inc., Corporate Communications, 201 Isabella Street, Pittsburgh, PA 15212-5858.~~

~~Information on our website is not, and will not be deemed to be, a part of this proxy statement or incorporated into any of our other filings with the SEC.~~

~~Business Conduct Policies and Code of Ethics~~

The Company’s Business Conduct Policies, which have been in place for many years, apply equally to the directors and to all officers and employees of the Company, as well as those of our controlled subsidiaries, affiliates and joint ventures. The directors and employees in positions to make discretionary decisions are surveyed annually regarding their compliance with the policies.

The Company also has a Code of Ethics applicable to the CEO, CFO and other financial professionals, including the principal accounting officer, and those subject to it are surveyed annually for compliance with it. Only the Audit Committee can amend or grant waivers from the provisions of the Company’s Code of Ethics, and any such amendments or waivers will be posted promptly at ~~http://www.arconic.com. To date, no such amendments have been made or waivers granted.~~consultants.

Recovery of Incentive Compensation

The Board of Directors adopted the following policy in 2006:

If the Board learns of any misconduct by an executive officer that contributed to the Company having to restate all or a portion of its financial statements, it shall take such action as it deems necessary to remedy the misconduct, prevent its recurrence and, if appropriate, based on all relevant facts and circumstances, take remedial action against the wrongdoer in a manner it deems appropriate. In determining what remedies to pursue, the Board shall take into account all relevant factors, including whether the restatement was the result of negligent, intentional or gross misconduct. The Board will, to the full extent permitted by governing law, in all appropriate cases, require reimbursement of any bonus or incentive compensation awarded to an executive officer or effect the cancellation of unvested restricted or deferred stock awards previously granted to the executive officer if: (a) the amount of the bonus or incentive compensation was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement; (b) the executive engaged in intentional misconduct that caused or partially caused the need for the restatement; and (c) the amount of the bonus or incentive compensation that would have been awarded to the executive had the financial results been properly reported would have been lower than the amount actually awarded. In addition, the Board may dismiss the executive officer, authorize legal action for breach of fiduciary duty or take such other action to enforce the executive’s obligations to ~~Arconic Inc.~~Howmet Aerospace as the Board determines fit the facts surrounding the particular case. The Board may, in determining appropriate remedial action, take into account penalties or punishments imposed by third parties, such as law enforcement agencies, regulators or other authorities. The Board’s power to determine the appropriate punishment for the wrongdoer is in addition to, and not in replacement of, remedies imposed by such entities.

The ~~2009 Alcoa Stock Incentive Plan, the~~ 2013 ~~Arconic~~Howmet Aerospace Stock Incentive Plan, as Amended and Restated, the ~~Incentive Compensation Plan for annual cash incentives and the Arconic Internal Revenue Code Section 162(m) Compliant~~Howmet Aerospace Inc. 2020 Annual Cash Incentive ~~Compensation~~Plan, and the 2009 Alcoa Stock Incentive Plan each ~~incorporate the terms of~~contains recoupment provisions consistent with this policy.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Corporate Governance (continued)

Business Conduct Policies and Code of Ethics

The Company’s Business Conduct Policies, which have been in place for many years, apply to the directors, officers and employees of the Company, as well as those of our controlled entities. The Business Conduct Policies provide that such individuals shall comply with: all laws and regulations that are applicable to the Company’s activities; the Company’s Code of Conduct; and all applicable Company policies and procedures. The Company’s Code of Conduct is our roadmap for leading with integrity, guiding how we work with one another, conduct business, build our partnerships, protect our assets and support our communities.

The Company also has a Code of Ethics applicable to the CEO, CFO and other Financial Professionals, including the principal accounting officer. Only the Audit Committee can amend or grant waivers from the provisions of the Company’s Code of Ethics, and any such amendments or waivers will be posted promptly at http://www.howmet.com. To date, no such amendments have been made or waivers granted.

Our Corporate Governance Documents

The following documents, as well as additional corporate governance Information and materials, are available on our website at http://www.howmet.com under “Investors—Corporate Governance—Governance and Policies”:

•

Certificate of Incorporation

•

Bylaws

•

Board Confidentiality Policy

•

Corporate Governance Guidelines

•

Director Independence Standards

•

Anti-Corruption Policy

•

Business Conduct Policies

•

Code of Conduct

•

Code of Ethics for the CEO, CFO and Other Financial Professionals

•

Policy for Hiring Members (or Former Members) of Independent Public Auditors

•

Human Rights Policy

•

Insider Trading Policy

•

Related Person Transaction Approval Policy

In addition, the following documents are available on our website at https://www.howmet.com under “Investors—Corporate Governance—Board Committees”:

•

Charters of each of our Board committees and subcommittee

The Company’s annual ESG Report can be found at www.howmet.com/esg-report.

Copies of these documents are also available in print form at no charge by sending a request to Howmet Aerospace Inc., Corporate Secretary’s Office, 201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary@howmet.com.

Information on our website, including the Company’s ESG Report or sections thereof, is not, and will not be deemed to be, a part of this proxy statement or incorporated into any of our other filings with the SEC.

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~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file initial reports of ownership and reports of changes in ownership of the Company’s common stock and other equity securities with the SEC within specified periods. Due to the complexity of the reporting rules, the Company undertakes to file such reports on behalf of its directors and executive officers and has instituted procedures to assist them with these obligations. Based solely on a review of filings with the SEC and written representations from the Company’s directors and executive officers, the Company believes that in ~~2018~~2021 all of its directors and executive officers filed the required reports on a timely basis under Section 16(a), with the exception of (i) director David P. Hess, who filed a late Form 4 on March 22, 2018, reporting the grant of restricted share units on January 22, 2018; (ii) Vice President and Controller W. Paul Myron, who filed a late Form 4 on May 23, 2018, reporting the grant of restricted share units on May 16, 2018; and (iii) Executive Vice President, Chief Legal Officer and Secretary Katherine H. Ramundo, who filed a late Form 4 on May 23, 2018, reporting the grant of restricted share units on May 16, 2018. The untimeliness of each of the foregoing Form 4s was due to administrative error by the Company..

~~Arconic~~Howmet Aerospace Stock Ownership

Stock Ownership of Certain Beneficial Owners

The following table sets forth certain information about each person or entity known to us to be the beneficial owner of more than five percent of ~~Arconic~~Howmet Aerospace common stock, based on filings made under Section 13(d) and Section 13(g) of the Securities Exchange Act of 1934, as amended.

Name and Address of Beneficial Owner

Title of Class

Amount and Nature
ofOf
Beneficial
Ownership (#)

Percent
of Class1

Elliott ~~Associates,~~Investment Management L.P.
   ~~c/o Elliott Management Corporation~~
   40 West 57th Street
   New York, NY 10019

Common Stock

~~51,102,133~~41,565,6582

~~11.28%~~9.95%

~~Elliott International, L.P.~~
   ~~c/o Maples & Calder~~
   ~~P.O. Box 309~~
   ~~Ugland House, South Church Street George Town~~
   ~~Cayman Islands, British West Indies~~

~~Elliott International Capital Advisors Inc.~~
~~40 West 57th Street~~
~~New York, NY 10019~~

The Vanguard Group
100 Vanguard ~~Boulevard~~Blvd.
Malvern, PA 19355

Common Stock

~~45,618,624~~41,227,6583

~~10.07%~~9.87%

BlackRock, Inc.
55 East 52nd Street
New York, NY 10055

Common Stock

~~35,102,981~~35,653,0554

~~7.75%~~8.54%

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~~2019 Proxy Statement~~

~~Arconic Stock Ownership~~ ~~(continued)~~

~~Name and Address of Beneficial Owner~~

~~Title of Class~~

~~Amount and Nature~~
of
~~Beneficial~~
~~Ownership (#)~~

~~Percent~~
~~of Class~~1

~~Orbis Investment Management Limited~~
   ~~Orbis House~~
   ~~25 Front Street~~
   ~~Hamilton, Bermuda HM11~~

~~Common Stock~~

~~28,884,716~~5

~~6.38%~~

~~Orbis Investment Management (U.S.), L.P.~~
~~600 Montgomery Street, Suite 3800~~
~~San Francisco, CA 94111~~

~~First Pacific Advisors, LP~~
~~J. Richard Atwood~~
~~Steven T. Romick~~
~~11601 Wilshire Blvd., Suite 1200~~
~~Los Angeles, CA 90025~~

~~Common Stock~~

~~26,188,451~~6

~~5.78%~~

Based on 417,622,524 shares outstanding on March ~~15, 2019.~~29, 2022.

~~As of December 19, 2017: As reported in~~In a Schedule 13D amendment dated ~~December 20, 2017,~~June 3, 2021, Elliott ~~Associates~~Investment Management L.P. ~~had sole power to vote and dispose~~reported that, as of ~~16,352,683 shares; Elliott International, L.P.~~June 1, 2021, it had shared power to vote and dispose of ~~34,749,450 shares; and Elliott International Capital Advisors Inc. had shared power to vote and dispose of 34,749,450~~41,565,658 shares. In addition, ~~these~~ Elliott ~~entities~~International, L.P. and Elliott Associates L.P. collectively had economic exposure comparable to approximately ~~1.5%~~0.9% of the shares of common stock outstanding pursuant to certain derivative agreements disclosed in the Schedule 13D amendment.

In a Schedule 13G amendment dated February ~~11, 2019,~~9, 2022, The Vanguard Group, an investment adviser, reported that, as of December 31, ~~2018,~~2021, it had ~~sole~~shared power to vote or direct to vote ~~502,612~~629,924 shares, sole power to dispose or direct the disposition of ~~45,018,131 shares, shared power to vote or direct to vote 106,439~~39,664,322 shares, and shared power to dispose or direct the disposition of ~~600,493~~1,563,336 shares.

In a Schedule 13G amendment dated ~~February 8, 2019,~~January 31, 2022, BlackRock, Inc., a parent holding company, reported that, as of December 31, ~~2018,~~2021, it had sole power to vote or direct to vote ~~31,562,259~~32,145,726 shares, sole power to dispose or direct the disposition of ~~35,102,981~~35,653,055 shares, and no shared voting or dispositive power.

In a Schedule 13G amendment dated February 13, 2019, Orbis Investment Management Limited and Orbis Investment Management (U.S.), L.P. reported that, as of December 31, 2018, they may be deemed to constitute a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and as such they had sole power to vote or direct to vote 28,884,716 shares, sole power to dispose or direct the disposition of 28,884,716 shares, and no shared voting or dispositive power.

In a Schedule 13G dated February 11, 2019, First Pacific Advisors, LP (“FPA”), an investment adviser, and J. Richard Atwood and Steven T. Romick, each a controlling person of FPA, reported that, as of December 31, 2018, they had shared power to vote or direct the vote of 26,188,451 shares, shared power to dispose or direct the disposition of 26,188,451 shares, and no sole voting or dispositive power.

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~~2019~~HOWMET AEROSPACE | 2022 Proxy Statement

~~Arconic~~Howmet Aerospace Stock Ownership (continued)

Stock Ownership of Directors and Executive Officers

The following table shows the ownership of ~~Arconic~~Howmet Aerospace common stock, deferred share units, and deferred restricted share units, as of March ~~15, 2019,~~31, 2022, by each director, each of the named executive officers, and all directors and executive officers (serving as of March ~~15, 2019)~~31, 2022) as a group.

Deferred share units provide holders with the same economic interest as if they own ~~Arconic~~Howmet Aerospace common stock. Upon a holder’s separation from the Company, the deferred share units are settled in cash at a value equivalent to the then-prevailing market value of our common stock.

Each ~~Arconic~~Howmet Aerospace deferred restricted share unit is an undertaking by the Company to issue to the recipient one share of ~~Arconic~~Howmet Aerospace common stock upon settlement. Deferred amounts are paid either in a lump sum or installments, as elected by the director, upon retirement from the Board.

Name of Beneficial Owner	Shares of Common Stock1		Deferred Share Units2			Deferred Restricted Share Units3		Total		Name of Beneficial Owner	Shares of Common Stock1		Deferred Share Units2		Deferred Restricted Share Units3		Total
Directors										Directors
James F. Albaugh		5,000		—			12,705		17,705	James F. Albaugh		10,000		—		38,070		48,070
Amy E. Alving		2,026		—			11,483		13,509	Amy E. Alving		3,658		—		42,790		46,448
Christopher L. Ayers		7,501		—	��		22,462		29,963	Sharon R. Barner		—		—		5,210		5,210
Arthur D. Collins, Jr.		16,666		67,972			28,516		113,154	Joseph S. Cantie		40		—		24,071		24,111
Elmer L. Doty		6,0004		—			397,705		403,705	Robert F. Leduc		—		—		19,815		19,815
Rajiv L. Gupta		—		—			15,817		15,817	David J. Miller		—		—		41,953		41,953
Sean O. Mahoney		—		7,391			24,239		31,630	Jody G. Miller		—		—		15,714		15,714
David J. Miller		—		—			10,184		10,184	Nicole W. Piasecki		—		—		15,714		15,714
E. Stanley O’Neal		—		46,755			28,326		75,081	Ulrich R. Schmidt		5,333		4,218		41,856		51,407
John C. Plant		220,0005		3,634			1,028,282		1,251,916	Named Executive Officers
Ulrich R. Schmidt		5,333		3,450			15,817		24,600	John C. Plant*		1,867,5034		4,443		34,406		1,906,352
Named Executive Officers										Kenneth J. Giacobbe		235,854		—		—		235,854
Kenneth J. Giacobbe		77,568		—			—		77,568	Neil E. Marchuk		104,481		—		—		104,481
Timothy D. Myers		85,949		17,451			—		103,400	Lola F. Lin		—		—		—		—
Katherine H. Ramundo		33,734		—			—		33,734	Michael N. Chanatry		79,738		40,048		—		119,786
Charles P. Blankenship		99,394		—			—		99,394	Tolga I. Oal5		75,266		11,051		—		86,317
David P. Hess*		75,5256		—			99,920		175,445	All Directors and Executive Officers as a Group (15 individuals)		2,324,369		48,709		279,599		2,652,677
Mark J. Krakowiak		—		—			—		—
Eric V. Roegner		72,506		—			—		72,506
All Directors and Executive Officers as a Group (17 individuals)		614,770		146,653			1,695,456		2,456,869

Also serves as a director

This column shows beneficial ownership of ~~Arconic~~Howmet Aerospace common stock as calculated under SEC rules. Unless otherwise noted, each director and named executive officer has sole voting and investment power over the shares of ~~Arconic~~Howmet Aerospace common stock reported. None of the shares are subject to pledge. This column includes shares held of record, shares held by a bank, broker or nominee for the person’s account, shares held through family trust arrangements, and for executive officers, share equivalent units held in the ~~Arconic~~Howmet Aerospace Retirement Savings Plan which confer voting rights through the plan trustee with respect to shares of ~~Arconic~~Howmet Aerospace common stock. This column also includes shares of ~~Arconic~~Howmet Aerospace common stock that may be acquired under employee stock options that are exercisable as of March ~~15, 2019~~31, 2022 or will become exercisable within 60 days after March ~~15, 2019~~31, 2022, each as follows: Mr. Giacobbe ~~(47,721)~~(79,548 options); Mr. ~~Myers (52,636); Ms. Ramundo (33,734); Mr. Blankenship (57,884)~~Chanatry (31,202 options); and all directors and executive officers as a group ~~(170,966)~~(115,377 options). No awards of stock options have been made to non-employee directors. As of March ~~15, 2019,~~31, 2022, individual directors and executive officers, as well as all directors and executive officers as a group, beneficially owned less than 1% of the outstanding shares of common stock.

This column lists (i) for executive officers, deferred share equivalent units held under the ~~Arconic~~Howmet Aerospace Deferred Compensation Plan, and (ii) for directors, deferred share equivalent units held under the Amended and Restated Deferred Fee Plan for Directors. Each deferred

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~~2019 Proxy Statement~~

~~Arconic Stock Ownership~~ ~~(continued)~~

share equivalent unit tracks the economic performance of one share of ~~Arconic~~Howmet Aerospace common stock and is fully vested upon grant, but does not have voting rights.

This column lists deferred restricted share units issued to directors under the 2013 ~~Arconic~~Howmet Aerospace Stock Incentive Plan, as Amended and Restated. Each deferred restricted share unit is an undertaking by the Company to issue to the recipient one share of ~~Arconic~~

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HOWMET AEROSPACE | 2022 Proxy Statement

Howmet Aerospace Stock Ownership (continued)

Howmet Aerospace common stock upon settlement. The annual deferred restricted share units to directors vest on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of shareholders following the grant date, subject to continued service through the vesting date (however, accelerated vesting provisions apply for certain termination scenarios, such as death and change in control, and pro-rata vesting provisions apply in the event of a director’s termination of service for any other reason). Deferred restricted share units granted in lieu of cash compensation pursuant to a director’s deferral election are fully vested at grant.

Deferred restricted share units are paid/settled either in a lump sum or installments, as elected by the director, upon retirement from the Board.

~~Held by a revocable trust of which Mr. Doty and his spouse~~Includes 1,587,730 shares that are ~~trustees and beneficiaries.~~

~~Held by a trust~~held in trusts of which Mr. Plant is the trustee and ~~a beneficiary.~~beneficiary or annuitant.

~~Includes 44,166 shares held by a revocable trust, of which~~ Mr. ~~Hess and his spouse are trustees and beneficiaries, and 2,666 shares held by a charitable remainder unitrust, of which Mr. Hess and his spouse are trustees and beneficiaries.~~Oal departed the Company, effective October 14, 2021.

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Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm

Under its written charter, the Audit Committee of the Board of Directors has sole authority and is directly responsible for the appointment, retention, compensation, oversight, evaluation and termination of the independent registered public accounting firm retained to audit the Company’s financial statements.

The Audit Committee annually evaluates the qualifications, performance and independence of the Company’s independent auditors. Based on its evaluation, the Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for ~~2019.~~2022. PricewaterhouseCoopers LLP or its predecessor firms have served continuously as the Company’s independent auditors since 1950. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.

The Audit Committee is responsible for the approval of the engagement fees and terms associated with the retention of PricewaterhouseCoopers LLP. In addition to assuring the regular rotation of the lead audit partner as required by law, the Audit Committee is involved in the selection and evaluation of the lead audit partner and considers whether, in order to assure continuing auditor independence, there should be a regular rotation of the independent registered public accounting firm.

Although the Company’s Bylaws do not require that we seek shareholder ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, we are doing so as a matter of good corporate governance. If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP.

Representatives of PricewaterhouseCoopers LLP are expected to be present aton the ~~annual meeting,~~live webcast of the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions by shareholders.

The Board of Directors recommends a vote “FOR” ITEM 2, to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for ~~2019.~~
2022.

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Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm (continued)

Report of the Audit Committee

In accordance with its written charter, the Audit Committee of the Board of Directors is responsible for assisting the Board to fulfill its oversight of:

•

the integrity of the Company’s financial statements and internal ~~controls,~~controls;

•

the Company’s compliance with legal and regulatory ~~requirements,~~requirements;

•

the independent auditors’ qualifications and ~~independence,~~independence; and

•

the performance of the Company’s internal audit function and independent auditors.

It is the responsibility of the Company’s management to prepare the Company’s financial statements and to develop and maintain adequate systems of internal accounting and financial controls. The Company’s internal auditors are responsible for conducting internal audits intended to evaluate the adequacy and effectiveness of the Company’s financial and operating internal control systems.

PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for ~~2018~~2021 (the “independent auditors”), is responsible for performing independent audits of the Company’s consolidated financial statements and internal control over financial reporting and issuing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America (GAAP) and on the effectiveness of the Company’s internal control over financial reporting. The independent auditors also review the Company’s interim financial statements in accordance with applicable auditing standards.

In evaluating the independence of PricewaterhouseCoopers LLP, the Audit Committee has (i) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the audit firm’s communications with the Audit Committee concerning ~~independence,~~independence; (ii) discussed with PricewaterhouseCoopers LLP the firm’s independence from the Company and ~~management~~management; and (iii) considered whether PricewaterhouseCoopers LLP’s provision of non-audit services to the Company is compatible with the auditor’s independence. In addition, the Audit Committee has assured that the lead audit partner is rotated at least every five years in accordance with Securities and Exchange Commission (SEC) and PCAOB requirements, and considered whether there should be a regular rotation of the audit firm itself in order to assure the continuing independence of the outside auditors. The Audit Committee has concluded that PricewaterhouseCoopers LLP is independent from the Company and its management.

The Audit Committee has reviewed with the independent auditors and the Company’s internal auditors the overall scope and specific plans for their respective audits, and the Audit Committee regularly monitored the progress of both in assessing the Company’s compliance with ~~Section 404 of the Sarbanes-Oxley Act,~~internal and disclosure controls over financial reporting, including their findings, required resources and progress to date.

At every regular meeting, the Audit Committee meets separately, and without management present, with the independent auditors and the Company’s ~~Vice President—Internal Audit~~chief internal audit executive to review the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s accounting and financial reporting. The Audit Committee also meets separately at its regular meetings with the Chief Financial Officer and the Chief Legal ~~Officer, and meets separately twice a year with the Chief Ethics and Compliance~~ Officer.

The Audit Committee has met and discussed with management and the independent auditors the fair and complete presentation of the Company’s financial statements. The Audit Committee has also discussed and reviewed with the independent auditors all communications required by ~~GAAP, including those described in Auditing Standards No. 16, “Communication with Audit Committees”, as adopted by~~applicable requirements of the ~~PCAOB.~~PCAOB and the SEC. The Audit Committee has discussed significant accounting policies applied in the financial statements, as well as alternative treatments. Management has represented that the consolidated financial statements have been prepared in accordance with GAAP, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with both management and the independent auditors.

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Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm (continued)

Relying on the foregoing reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board approved, inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2021, for filing with the ~~Securities and Exchange Commission.~~SEC. In addition, the Audit Committee has approved, subject to shareholder ratification, the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for ~~2019.~~2022.

The Audit Committee
Ulrich R. Schmidt, Chair
~~Christopher L. Ayers~~James F. Albaugh
~~David P. Hess~~
~~Sean O. Mahoney~~
~~E. Stanley O’Neal~~Joseph S. Cantie

~~February 12, 2019~~April 8, 2022

Audit and Non-Audit Fees

The following table shows fees incurred for professional services rendered by PricewaterhouseCoopers LLP (PwC) for the past two fiscal years ended December 31 (in millions):

	2018			2017			Fees for Services Provided	2021			20201
Audit Fees		$	9.0		$	10.2	Audit Fees		$	6.6		$	7.5
Audit-Related Fees		$	2.0		$	0.1	Audit-Related Fees		$	0.1		$	0.3
Tax Fees		$	0.1		$	0.1	Tax Fees		$	0.0		$	0.1
All Other Fees		$	0.0		$	0.0	All Other Fees		$	0.0		$	0.0

The separation of Arconic Inc. into two standalone, publicly-traded companies—Howmet Aerospace Inc. (the new name for Arconic Inc.) and Arconic Corporation—became effective on April 1, 2020. The 2020 fees shown in the table relate to audit and non-audit fees incurred by Arconic Inc. prior to the separation and Howmet Aerospace post separation.

The Audit Committee has adopted policies and procedures for pre-approval of audit, audit-related, tax and other services, and for pre-approval of fee levels for such services. See “Attachment A–A—Pre-Approval Policies and Procedures for Audit and Non-Audit ~~Services.”~~Services” on page 70. All services set forth in the table above were approved by the Audit Committee before being rendered.

Audit Fees ~~include~~are comprised of the base audit fee (including statutory audit fees), effects of foreign currency exchange ~~rates~~rfates on the base audit fee, and scope adjustments to the base audit requirements. The decrease in audit fees from ~~2017~~2020 to ~~2018~~2021 was principally ~~due to changes in statutory auditors, partially offset by non-recurring audit work.~~a result of the Arconic Inc. separation into Howmet Aerospace Inc. and Arconic Corporation.

Audit-Related Fees include ~~due diligence and audit services for divestitures and~~ agreed-upon or expanded audit procedures for accounting or regulatory requirements. ~~The increase in audit-related fees from 2017 to 2018 was principally due to services for potential transactions.~~

Tax Fees include U.S. federal, state and local tax support, international tax support, and review and preparation of tax returns.

All Other Fees include ~~benchmarking services across a number of Arconic entities.~~subscriptions for online resources available from PwC.

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Item 3 Advisory Approval of Executive Compensation

As required pursuant to Section 14A of the Securities Exchange Act of 1934, the Board of Directors is asking you to approve, on an advisory basis, the Company’s executive compensation programs and policies and the resulting ~~2018~~2021 compensation of the individuals listed in the “~~“2018~~2021 Summary Compensation ~~Table”~~Table ~~on page~~ 54 ~~(our~~” (our “named executive officers” or “NEOs”), as described in this proxy statement.

Because the vote is advisory, the result will not be binding on the Compensation and Benefits Committee and it will not affect, limit or augment any existing compensation or awards. The Compensation and Benefits Committee will, however, take into account the outcome of the vote when considering future compensation arrangements.

The Board has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis, at least until the next required advisory vote on the frequency of shareholder votes in 2023. The next advisory vote on executive compensation will occur at the ~~2020~~2023 Annual Meeting of Shareholders.

We believe you should read the Compensation Discussion and Analysis and the compensation tables in determining whether to approve this proposal.

The Board of Directors recommends approval of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative discussion, is hereby APPROVED.”

The Board of Directors recommends a vote “FOR” ITEM 3, to approve, on an advisory basis, the compensation of the Company’s named executive officers, as stated in the above resolution.

Compensation Committee Report

The Compensation and Benefits Committee ~~(the “Committee”)~~ has:

reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement; and

based on the review and discussions referred to in paragraph (1) above, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement relating to the ~~2019~~2022 Annual Meeting of Shareholders.

The Compensation and Benefits Committee
~~Rajiv L. Gupta,~~Robert F. Leduc, Chair
~~James F. Albaugh~~Joseph S. Cantie
~~Amy E. Alving~~
~~Arthur D. Collins, Jr.~~Nicole W. Piasecki

~~March 5, 2019~~April 8, 2022

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Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) includes the compensation and benefits of our named executive officers (NEOs) with respect to fiscal year ~~2018~~2021 and the related decisions made by the Compensation and Benefits Committee (the “Compensation Committee”). For ~~2018,~~2021, our NEOs are:

	John C. Plant			Executive Chairman and Chief Executive Officer
	Kenneth J. Giacobbe			Executive Vice President and Chief Financial Officer
	~~Timothy D. Myers~~Neil E. Marchuk			Executive Vice President and ~~Group President, Global Rolled Products and Transportation and Construction Solutions~~Chief Human Resources Officer
	~~Katherine H. Ramundo~~Lola F. Lin			Executive Vice President, Chief Legal Officer and Secretary
	~~Charles P. “Chip” Blankenship~~Michael N. Chanatry			~~Former~~Vice President and Chief ~~Executive~~Commercial Officer
	~~David P. Hess~~Tolga I. Oal			Former ~~Interim Chief~~Co-Chief Executive Officer

In this CD&A, we will highlight:

The Company’s 2021 performance;

Shareholder feedback received in 2021;

The decision to appoint Mr. Plant as sole CEO and the 2021 letter agreement with Mr. Plant;

The Company’s compensation philosophy and design;

2021 incentive plan results;

2021 compensation decisions for Mr. Plant, including an update on his performance restricted share units; and

Individual compensation decisions for the other NEOs, including retention grants made in 2021.

Summary of Key 2021 Inputs and Decisions

Our Business and 2021 Company Performance

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 operates in 20 countries. The Company has four reportable segments, which are organized by product on a worldwide basis: Engine Products, Fastening Systems, Engineered Structures, and Forged Wheels. We refer to these segments in this CD&A as our “business groups”.

Howmet Aerospace delivered a strong finish to a challenging 2021, performing well despite the effects of a COVID-19 variant and continued production declines of the Boeing 787 aircraft. Fourth quarter 2021 revenue increased 4% year over year and was in line with the third quarter 2021, while income from continuing operations was $77 million, and adjusted EBITDA margin excluding special items was 23%, exceeding expectations and marking a healthy exit rate heading into 2022. Second half 2021 income from continuing operations was $104 million, and adjusted EBITDA margin excluding special items was 22.9%.

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Executive Compensation—Compensation Discussion and Analysis (continued)

Full Year 2021 Highlights

•

Revenue of $5.0 billion, down 5% year over year

•

Structural cost reductions of approximately $130 million achieved

•

Income from continuing operations of $258 million, or $0.59 per share, versus income from continuing operations of $211 million, or $0.48 per share, in the full year 2020

•

Income from continuing operations excluding special items of $442 million, or $1.01 per share, versus $354 million, or $0.80 per share in the full year 2020

•

Generated $449 million cash from operations and $517 million of adjusted free cash flow versus $9 million and $387 million, respectively, in the full year 2020; $1.4 billion of cash used for financing activities versus $369 million in the full year 2020; and $107 million of cash provided from investing activities versus $271 million in the full year 2020

•

Share repurchases of approximately 13.4 million common shares for $430 million in 2021

•

Reinstated quarterly dividend on the Company’s common stock in third quarter 2021

Full year 2021 operating income was $748 million, up 19% versus the full year 2020. Operating income excluding special items was $866 million, up 7% versus the full year 2020. The year-over-year increase was driven by growth in the commercial transportation and industrial gas turbine markets, variable and fixed cost reductions, and favorable product pricing, partially offset by declines in the commercial aerospace and defense aerospace markets. Operating income margin, excluding special items, was up approximately 200 basis points year over year to 17.4%.

See “Attachment C—Calculation of Financial Measures” for the reconciliations to the most directly comparable GAAP (accounting principles generally accepted in the United States of America) measures and management’s rationale for the non-GAAP financial measures used in this CD&A.

Shareholder Feedback

The Company solicits feedback from shareholders on a regular basis throughout the year. Shareholder engagement offers us an opportunity to obtain shareholders’ comments and insights, including those related to their policies and views on executive compensation, corporate governance, and environmental and social matters. Our engagement program is designed to address shareholder questions and concerns, provide perspective on Company policies and practices, seek shareholder input and incorporate feedback, as appropriate. The regular dialogue with our shareholders has informed our Board meeting agendas, and contributes to governance and disclosure enhancements that help us address the issues our shareholders tell us matters most to them. For a detailed description of the Company’s year-round outreach, see the “Corporate Governance—Shareholder Engagement” section.

In 2021, we received approximately 45% support for our annual executive compensation proposal. The Compensation and Benefits Committee and the entire Board take the outcome of this vote seriously and have been highly focused on understanding and responding to our shareholders’ feedback reflected in this vote. Through the Company’s fall 2021 engagement, the Compensation Committee sought to elicit and consider a range of shareholder perspectives related to the Company’s executive compensation program.

In the fall of 2021, we reached out to our top 30 shareholders representing approximately 68% of our outstanding shares, other than Elliott Management (who has a representative on the Board). Of the invites that were sent out:

•

Five investors, representing approximately 10% of our outstanding shares, accepted our invitation;

•

Eight investors, representing approximately 23% of our outstanding shares, indicated that no discussion was necessary;

•

Sixteen investors, representing approximately 25% of our outstanding shares, did not respond after multiple attempts to engage.

•

We held one additional call with another investor, representing approximately 0.3% of our outstanding shares, who had reached out to us requesting a call.

Company participants in each of our discussions included at least one member of the Compensation Committee and Neil Marchuk—Executive Vice President (EVP) and Chief Human Resources Officer, Lola Lin—EVP, Chief Legal Officer and Secretary, and other members of management representing relevant functions, including compensation and benefits, environmental, health and safety, corporate governance and investor relations.

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Executive Compensation—Compensation Discussion and Analysis (continued)

Set forth below are key themes from the executive compensation discussions.

Topic		Key Themes from Discussion and Company Response/Actions
~~Mark J. Krakowiak~~The May 2021 Say-on-Pay vote	~~Former Executive Vice President, Strategy~~	Of the six shareholders we spoke with (the “Participant Shareholders”), 4 voted against and ~~Development~~2 voted for the Say-on-Pay proposal in May 2021. The 4 Participant Shareholders that voted against the Say-on-Pay proposal did so because they felt the overall compensation for Mr. Plant was too high or they thought the resetting of the targets because of the COVID-19 pandemic occurred prematurely. In each case, the Compensation Committee member on the call held a frank discussion with the Participant Shareholders, reiterating the rationale for the decisions and explaining the Compensation Committee’s thought process. All the Participant Shareholders indicated that they fully support Mr. Plant as CEO, approved of his performance in his role, and urged the Company to continue to retain him.
~~Eric V. Roegner~~CEO Structure	~~Former~~	The Participant Shareholders wanted clear disclosure on the decision in October 2021 to remove Mr. Oal as co-CEO and to enter into a new letter agreement with Mr. Plant as sole CEO. All the Participant Shareholders were supportive that the new agreement extended Mr. Plant’s time as CEO. Management committed to providing thorough disclosure in the proxy statement regarding the decision—see below in this CD&A.
The Connection Between ESG Metrics and Executive ~~Vice President~~Pay		While none of the Participant Shareholders thought we should necessarily have environmental, social and ~~Group President, Engineered Products~~governance (“ESG”) metrics specifically in our incentive plans, they were all interested in how we measure ESG progress and ~~Solutions~~wanted clear disclosure around measurement and any connection to executive pay decisions. Management committed to: 1. Enhancing disclosure within the proxy statement—see below in this CD&A. 2. Accelerating the release of our annual ESG report to coincide with the release of the proxy statement.
Disclosure		Most of the Participant Shareholders commented positively on the transparency and clarity of the 2021 proxy disclosure, but a few of the Participant Shareholders wanted more disclosure on the number of shareholder outreach calls held and topics covered, which we have provided above in this section and in the “Corporate Governance—Shareholder Engagement” section.

Appointing as Mr. Plant Sole CEO and His 2021 Letter Agreement

On October 14, 2021, the Board decided to remove Mr. Oal from his position of Co-CEO, and Mr. Oal left the company to pursue other opportunities. The Co-CEO structure had been put in place to allow Mr. Oal time to grow into the sole CEO role while learning from Mr. Plant. Mr. Plant had been Co-CEO with Mr. Oal since April 2020, and, from February 2019 to April 2020, he was the CEO of Arconic Inc., as the Company was then known prior to its separation from Arconic Corporation. The Board regularly assessed Mr. Oal’s progress and decided to take action proactively while Mr. Plant still had approximately 19 months left on his 2020 letter agreement, which ran through March 2023.

Concurrently with Mr. Oal’s removal, the Board entered into a new arrangement with Mr. Plant in which he agreed to an indefinite extension of the term of his agreement in the role of sole CEO, and under which he received 500,000 restricted share units, with a grant value of $15,445,000, that will vest on January 1, 2024.

In the 2021 proxy statement, the Board had indicated that there would be no further incentive awards to Mr. Plant, including additional equity grants in 2021 and 2022. While this was an appropriate statement to make under the Co-CEO structure and the succession plan in place at the time, the rationale changed with the evaluation of Mr. Oal’s performance and the decision to appoint Mr. Plant as sole CEO. The Board felt it was in the best interest of shareholders to incentivize Mr. Plant to stay beyond the timeline laid out in his previous agreement for the following reasons:

•

Mr. Plant has led the Company to exceptional results during extremely challenging times, including the COVID-19 pandemic and resulting significant disruptions in end markets, and the Board felt it was critical to retain him through the continued market uncertainty and to drive the Company through the expected aerospace market upturn;

•

The Board wanted sufficient time to consider succession timing and alternatives.

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Executive Compensation—Compensation Discussion and Analysis (continued)

Compensation Philosophy and Design

The Company’s executive compensation philosophy to provide pay for performance and shareholder alignment underlies our compensation structure, which is designed based on four guiding principles:

•

Make equity long-term incentive (LTI) compensation the most significant portion of total compensation for senior executives and managers, increasing alignment between our executive’s incentives and shareholder value.

•

Choose annual incentive compensation (IC) metrics that focus management’s actions on achieving the greatest positive impact on the Company’s financial performance and that include a means to assess and motivate performance relative to peers.

•

Set annual IC targets that challenge management to achieve continuous improvement in performance and deliver long-term growth.

•

Target the market median for our executive compensation packages, while providing the opportunity to earn above-market pay for strong performance, and also 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.

Key Compensation Practices

We are committed to executive compensation practices that drive performance, mitigate risk and align the interests of our leadership team with the interests of our shareholders. Below is a summary of our best practices in ~~2018.~~2021.

	WHAT WE DO				WHAT WE DON’T DO
	✓ Pay for ~~Performance~~Performance——We link compensation to measured performance in key areas. The Company’s strategic priorities are reflected in its metrics at the corporate, group and individual levels. ✓ ~~Cancellation of Unvested Equity Awards Upon Termination of Employment—Unvested equity awards are generally forfeited upon termination of employment, other than in connection with disability, death or change-in-control, or if retirement-eligible.~~ ✓ Robust Stock Ownership ~~Guidelines~~Guidelines——Officers and directors are subject to stock ownership guidelines to align their interests with shareholder interests. ✓ Double-Trigger Change-in-Control ~~Provisions~~Provisions——Equity awards for NEOs generally require a “double-trigger” of both a change-in-control and termination of employment for vesting acceleration benefits to apply. ✓ Active Engagement with ~~Investors~~Shareholders——We engage with ~~investors~~shareholders throughout the year to obtain insights that guide our executive compensation programs. ✓ Independent Compensation ~~Consultant~~Consultant——The Compensation Committee retains a compensation consultant, who is independent and without conflicts of interest with ~~Arconic.~~the Company. ✓ Conservative Risk ~~Profile~~Profile——We generally apply varied performance measures in incentive programs to mitigate risk that executives will be motivated to pursue results with respect to any one performance measure to the detriment of ~~Arconic~~Howmet Aerospace as a whole. ✓ Claw-Back ~~Policy~~Policy——Both our annual cash incentive compensation plan and our stock incentive plan contain “claw-back” provisions providing for reimbursement of incentive compensation from NEOs in certain circumstances.				✗ No Guaranteed ~~Bonuses~~Bonuses——Our annual incentive compensation plan is performance-based and does not include any minimum payment levels. ✗ No Parachute Tax ~~Gross-Ups~~Gross-Ups——Our Change in Control Severance Plan provides that no excise or other tax gross-ups will be paid. ✗ No Short Sales, Derivative Transactions or ~~Hedging~~Hedging——We do not allow short sales or derivative or speculative transactions in, or hedging of, ~~Arconic~~Company securities by our directors, officers or employees. Directors and certain officers are also prohibited from pledging ~~Arconic~~Company securities as collateral. ✗ No Dividends on Unvested Equity ~~Awards~~Awards——We do not pay dividends on unvested equity awards but accrue dividend equivalents that only vest when and if the award vests. ✗ No Share Recycling or Option ~~Repricing~~Repricing——Our equity plans prohibit share recycling, the adding back of shares tendered in payment of the exercise price of a stock option award or withheld to pay taxes and repricing underwater stock options. ✗ No Significant ~~Perquisites~~Perquisites——We ~~limit the~~do not provide any perquisites ~~we pay~~ to our ~~NEOs to those that serve reasonable business purposes.~~NEOs.

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Executive ~~Compensation —~~ Compensation—Compensation Discussion and Analysis (continued)

Executive ~~Summary~~

~~Our Business~~

Arconic is a global leader in lightweight metals engineering and manufacturing. Arconic’s innovative, multi-material products, which include aluminum, titanium, and nickel, are used worldwide in aerospace, automotive, commercial transportation, packaging, building and construction, defense, and industrial applications.

Arconic is a global company operating in 18 countries and our operations consist of three worldwide reportable segments: Engineered Products and Solutions (EP&S), Global Rolled Products (GRP), and Transportation and Construction Solutions (TCS). We refer to these segments in this CD&A as our business groups.

Arconic was previously named Alcoa Inc. and changed its name following its separation from Alcoa Corporation in November 2016. On December 31, 2017, Arconic effected the change of its jurisdiction of incorporation from Pennsylvania to Delaware.

~~Leadership Team Transitions~~

Effective as of February 6, 2019, Chairman of the Board John C. Plant was appointed Chairman and Chief Executive Officer (CEO), succeeding Chip Blankenship as CEO. In addition, board member Elmer L. Doty was appointed to serve as President and Chief Operating Officer (COO). Mr. Blankenship had been appointed as CEO of Arconic on January 15, 2018 and had replaced David P. Hess who stepped down as Interim CEO but remained a board member.

Other management changes included the February 2019 departure of Mark J. Krakowiak, then Executive Vice President, Strategy and Development, and the resignation of Eric V. Roegner as Executive Vice President and Group President, EP&S in April 2018. The presidents of the three business units comprising EP&S—Arconic Engineered Structures, Arconic Engines, and Arconic Fastening Systems—currently report directly to Mr. Doty.

~~Investor Feedback and Implementation of 2018 Compensation Strategy~~

With 95% of the votes cast at the 2018 annual meeting of shareholders in favor of our say-on-pay proposal, our investors reinforced their support of our compensation philosophy and design. Arconic also solicits feedback from investors on a regular basis throughout the year. Investor engagement offers us an opportunity to obtain investor comments and insights related to investors’ policies and views on executive compensation and corporate governance matters. Arconic management and the Compensation Committee take into consideration investor feedback when it reviews annually the best practices of comparable companies with respect to compensation design and mix, short-term and long-term performance metrics, long-term incentive mix by award type, performance periods, vesting provisions, short-term and long-term incentive payout history, and stock ownership guidelines. Overall, in 2018, there was positive investor feedback to the significant changes to our executive compensation practices that were made in 2017, including (1) the application of a three-year performance period for performance restricted share units (RSUs); (2) the addition of a return metric (return on net assets) for

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~~Executive Compensation — Compensation Discussion and Analysis~~ ~~(continued)~~

performance RSUs; and (3) the addition of a relative total shareholder return (TSR) multiplier for performance RSUs. The Compensation Committee took into consideration this feedback and additional factors when making compensation decisions for 2018, including as follows:

~~2018 Company Performance~~

Arconic’s revenue in 2018 was $14.0 billion, up 8% year over year, driven by higher volumes across all business segments; higher aluminum prices and favorable product mix primarily in the Global Rolled Products segment; and favorable foreign currency movements; partially offset by a decline in volumes in the industrial gas turbine end market; lower sales from the divestitures of the Latin America extrusions business (divested in April 2018) and the rolling mill in Fusina, Italy (divested in March 2017); the ramp-down of Arconic’s North American packaging operations; and costs related to settlements of certain customer claims primarily related to new product introductions.

Net income in 2018 was $642 million, or $1.30 per diluted share, versus a net loss of $74 million, or $0.28 per share, in 2017. Net income excluding special items in 2018 was $676 million, or $1.36 per share, versus $618 million, or $1.22 per share, in 2017. Operating income in 2018 was $1.3 billion versus $480 million in 2017. Operating income excluding special items in 2018 was $1.4 billion versus $1.5 billion in 2017, down 4%, as higher volumes were more than offset by unfavorable product pricing and mix and higher aluminum prices.

During the first quarter of 2018, Arconic completed the early redemption of its remaining outstanding 5.72% Notes due in 2019, with aggregate principal amount of $500 million, for $518 million in cash including accrued and unpaid interest. The Company ended the year with debt of $6.3 billion and cash on hand of $2.3 billion. In 2018, cash provided from operations was $217 million, cash used for financing activities was $649 million, and cash provided from investing activities was $565 million. Adjusted Free Cash Flow for the year was $465 million.

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~~Executive Compensation — Compensation Discussion and Analysis~~ ~~(continued)~~

~~Segment performance in 2018 included the following:~~

•

Engineered Products and Solutions revenue of $6.3 billion, up 6% year over year; segment operating profit of $891 million, down $73 million year over year; and segment operating margin of 14.1%, down 210 basis points year over year.

•

Global Rolled Products revenue of $5.6 billion, up 12% year over year; segment operating profit of $386 million, down $38 million year over year; and segment operating margin of 6.9%, down 160 basis points year over year, including a 100 basis point negative impact of higher aluminum prices.

•

Transportation and Construction Solutions revenue of $2.1 billion, up 6% year over year; segment operating profit of $304 million, up $14 million year over year; and segment operating margin of 14.3%, down 10 basis points year over year, including a 270 basis point negative impact of higher aluminum prices.

~~2018 Incentive Compensation Results~~

Consistent with the Company’s pay-for-performance practices, a shortfall against targets in 2018 resulted in payouts that were well below target for annual incentive compensation and below target for long-term incentive compensation. The corporate annual incentive compensation plan had a payout of 18.5% based on 2018 performance against the targets set under the plan. One-third of the 2016 performance-based restricted share unit awards was earned at 55.5% based on performance against targets for the 2018 annual performance period. LTI performance-based restricted share unit awards granted since 2017 are based on three-year performance periods: 2017–2019 for the 2017 grant and 2018–2020 for the 2018 grant.

~~Compensation Philosophy and Design~~

~~Arconic’s executive compensation philosophy to provide pay for performance and shareholder alignment underlies our 2018 compensation structure, which is designed based on four guiding principles:~~

•

Make equity long-term incentive (LTI) compensation the most significant portion of total compensation for senior executives and managers, increasing the proportion of performance-based equity incentives with the level of responsibility.

•

Choose annual incentive compensation (IC) metrics and LTI metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance and that include a means to assess and motivate performance relative to peers.

•

~~Set annual IC and LTI targets that challenge management to achieve continuous improvement in performance and deliver long-term growth.~~

•

~~Target total compensation at median of market, while using annual IC and LTI compensation to motivate performance and to attract and retain exceptional talent.~~

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation — Compensation Discussion and Analysis~~ ~~(continued)~~

~~Arconic’s 2018 Executive~~ Compensation Design Relies on a Diversified Mix of Pay Elements and Targets the Market Median

The compensation design for our NEOs, other than Mr. Plant, consists of the following elements:

Compensation ~~Type~~Element	Guiding Principle			Design/Structure
Base Salary	• Target ~~total direct compensation, including base salary, at~~the market median ~~of market to provide competitive pay~~		• For CEO compensation, including base pay, we used a custom peer group of 16 industrial companies of a similar size and in similar industries in which Arconic operates. For other executives, we used Willis Towers Watson survey data for companies heavily weighted towards industrials with revenues between $6 billion and $26 billion	Target the market median
~~Short-Term~~ Annual Incentive Compensation	• Choose annual IC weighted metrics that focus management’s actions on achieving the greatest positive impact on ~~Arconic’s~~the Company’s financial performance ~~and that include a means to assess and motivate performance relative to peers~~ • Set annual IC targets that challenge management to achieve continuous improvement in performance as part of an overall strategy to deliver long-term growth • Take into account individual performance that may include non-financial ~~measures~~goals contributing to the success of the Company			• NEO annual incentives are paid in cash and determined through a ~~three-step~~two-step performance measurement process: 1.(1) ~~Initial Threshold~~ Performance ~~Goal:~~ ~~Corporate~~against financial goals is used to determine the payout level and ~~as applicable, Group Performance Measures~~fund the incentive pool 2.(2) ~~Financial Goals:~~ ~~Weighted Metrics (0%–200% payout)~~ 3. Individual NEO ~~Performance:~~ ~~Individual Multiplier Applied~~performance is assessed and an individual multiplier is applied to ~~Attained Results (0%–150%)~~ • ~~Performance goals based on:~~ 1. ~~50% on adjusted operating income to incentivize management to deliver profitable growth~~ 2. ~~50% on controllable Free Cash Flow, emphasizing efficient allocation of capital~~the funded payout results, thus allocating the incentive pool across the eligible population
Long-Term Incentive Compensation	• Make LTI equity the most significant portion of total compensation for senior executives and managers ~~increasing the proportion of equity based on performance with the level of responsibility~~ • Set ~~LTI~~equity target grant levels in line with ~~median among~~ industry peers that are competitive to attract, retain and motivate executives and factor in individual performance and future potential for long-term retention • Choose LTI metrics that focus management’s actions on achieving the greatest positive impact on Arconic’s financial performance and that include a means to assess and motivate performance relative to peers	• ~~Set LTI targets that challenge management to achieve continuous improvement in performance and deliver long-term growth~~		• ~~LTI grants of performance-based~~NEO long-term incentives are granted as 40% time-vested restricted share units ~~are earned based on achievement of 3-year~~(RSUs) and 60% performance ~~targets to emphasize long-term value creation~~restricted share units (PRSUs) • ~~Stock options vest ratably~~Financial metrics used are aligned with driving long-term stock price performance and are typically measured over three years, ~~following the grant date and have value only to the extent of share price appreciation~~except as discussed below. • ~~To highlight Arconic’s focus on long-term capital efficiency and profitable growth:~~ 1. ~~50% of 2018–2020 performance-based RSUs are based on return on net assets (RONA)~~ 2. ~~25% of 2018–2020 performance-based RSUs are based on revenue growth~~ 3. ~~25% of 2018–2020 performance-based RSUs are based on adjusted EBITDA margin~~ • ~~Measure performance relative to peers by applying a~~A relative TSR multiplier ~~at the end of the 2018–2020 performance period:~~ 1. Upis used to ~~-10% for TSR below median~~ 2. ~~Up to +10% for TSR above median (plan capped at 200% overall)~~further reinforce shareholder alignment

Compensation Levels. Base salaries and target incentive compensation levels are designed to attract, motivate, reward and retain executive talent, as well as to align pay with performance. At the beginning of each fiscal year, the Compensation Committee determines each continuing NEO’s targeted compensation (salary, target annual incentive compensation, and target long-term incentive compensation), taking into consideration alignment to market data of industry peers. The Compensation Committee generally sets target total direct compensation at median of market to provide competitive pay, unless a specific executive merits an alternative arrangement, such as due to experience or a unique set of skills like our CEO.

2021 Market Comparator Groups. To help guide compensation decisions, the Company uses two market comparator groups. The data from each of these comparator groups described below is considered in establishing compensation programs, policies, pay levels and targets, and to ensure that the Company provides appropriate compensation to attract, retain and motivate employees.

Proxy Peer Group: A peer group of 18 companies from which we collect proxy 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. This peer group is also used to help determine appropriate short and long-term incentive metrics. The Compensation Committee reviewed the Proxy Peer Group in 2022, considering industry, and key financial metrics including revenue, market cap, EBITDA, EBITDA margin and total assets.

See “Attachment B—Howmet Aerospace Inc. Peer Group Companies”.

Willis Towers Watson Custom Survey Comparator Group: We also use a comparator group of companies heavily weighted towards industrials with revenues between $3 billion and $15 billion. These companies participated in the Willis Towers Watson Executive Compensation Survey. This comparator group is used as a supplement to proxy data and to benchmark roles for which proxy data is not available.

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~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

Executive ~~Compensation —~~ Compensation—Compensation Discussion and Analysis (continued)

~~Long-Term Incentives and Pay at Risk~~

Consistent with our pay-for-performance philosophy and guiding principles, including emphasis on LTI as the most significant portion of compensation, 2018 annual target total direct compensation for Mr. Blankenship included nearly 90% pay at risk (excluding special one-time sign-on equity and cash awards):

~~Annual target total direct compensation in 2018 (excluding any special one-time awards) for our other NEOs who served the entire year also had a strong emphasis on equity and pay at risk:~~

Messrs. Blankenship and Krakowiak received special one-time grants of restricted share units and/or stock options subject to time-based vesting in connection with their commencement of employment with us (which awards have since been forfeited in their entirety due to each executive’s separation from the Company). In addition, Ms. Ramundo received a special one-time retention RSU award in 2018. Details of these awards are discussed further below.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation — Compensation Discussion and Analysis~~ ~~(continued)~~

The following shows the proportion of LTI awards granted in the form of performance-based awards to Mr. Blankenship, as well as the continuing NEOs, compared to the median proportion of LTI performance-based awards granted among our CEO peer group in 2018:

Our allocation of LTI compensation in the form of performance-based awards is consistently the highest percentage compared to the 16 companies in our CEO peer group, based on such companies’ prior year disclosures (see ~~“CD&A— Comparator Peer Groups”~~ ~~for the list of the peers).~~

~~Challenging Payout Curves~~

The Compensation Committee has continued the practice of setting payout curves with a steep drop-off below target to incentivize hitting target and flatter curve above target so that higher payouts can only be earned with significant performance above target.

~~Under the 2018 annual cash IC plan:~~

•

~~earning 50% of the payout required performance at 95% of target for the adjusted operating income metric and 97% of target for the controllable free cash flow metric; and~~

•

~~earning 150% payout level required performance at 112% of target for the adjusted operating income metric and 117% of target for the controllable free cash flow metric.~~

~~Under the 2018 LTI plan (for the 2018 performance period applicable to the third tranche of the 2016 performance RSU grant):~~

•

~~earning 50% of the payout required performance at 87% of target for the RONA metric, 99% of target for the revenue metric, and 94% of target for the EBITDA margin metric; and~~

•

~~earning 150% of the payout required performance at 132% of target for the RONA metric, 104% of target for the revenue metric, and 117% of target for the EBITDA margin metric.~~

~~Investor Engagement and Benchmarking~~

We actively engage in compensation and governance-related discussions with investors throughout the year to obtain comments and insights that guide our executive compensation programs. Conversations with our investors’ governance and compensation professionals help us understand investor priorities and provide us with guidance on our compensation and governance practices. In 2018, we continued our ongoing dialogue with investors, holding meetings and calls with governance and compensation professionals at 18 of our largest 50 shareholders.

~~The Company also conducts an annual comparative study of the 16 companies in Arconic’s CEO peer group (see~~ ~~“CD&A—Comparator Peer Groups”~~). The study reviews compensation design and mix, short-term and long-term performance metrics, long-term incentive mix by award type, performance periods, vesting provisions, short-term and long-term incentive payout history, stock ownership guidelines and change-in-control provisions.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation — Compensation Discussion and Analysis~~ ~~(continued)~~

~~The investor insights and results from the peer benchmarking study guided the Compensation Committee in the 2018 design of Arconic’s executive compensation programs and practices.~~

~~Compensation Decision-Making Process in 2018~~

Use of Independent Compensation Consultant. The Compensation Committee has authority under its charter to retain its own advisors, including compensation consultants. In ~~2018,~~2021, the Compensation Committee directly retained ~~Pay Governance LLC,~~Compensation Advisory Partners (CAP), which is independent and without conflicts of interest with the Company. See ““Corporate Governance—Compensation ~~Consultants”~~Consultants” on page 3032. ~~Pay Governance~~CAP provided ~~advice,~~market perspective, as requested by the Compensation Committee, on the ~~amount and~~form of Mr. Plant’s compensation arrangement, the form of certain executive compensation components, including, among other things, executive compensation best practices, insights concerning Securities and Exchange Commission (SEC) and say-on-pay policies, analysis and review of the Company’s compensation plans for executives, and ~~advice on setting~~ the ~~CEO’s compensation. Pay Governance~~composition of the Proxy Peer Group (as discussed above). CAP also provided advice on the CD&A in this proxy statement. We use comparative compensation data from the proxy statements of the ~~CEO~~ peer group companies and survey data from Willis Towers Watson to help evaluate whether our compensation programs are competitive with the market. The latter is not customized based on parameters developed by Willis Towers Watson. Willis Towers Watson does not provide any advice or recommendations to the Compensation Committee on the amount or form of executive or director compensation.

Use of ~~Peer Groups and~~ Tally Sheets. The Compensation Committee uses peer group data to determine the target compensation levels of our CEO and other NEOs. We aim to set target annual direct compensation of each of our NEOs at the median of the applicable peer group. In making annual compensation decisions, the Compensation Committee also reviews tally sheets that summarize various elements of historic and current compensation for each NEO. This information includes compensation opportunity, actual compensation realized, and wealth accumulation. We have found that the tally sheets help us synthesize the various components of our compensation programs in making decisions.

Conservative Compensation Risk Profile. We evaluate the risk profile of our compensation programs when establishing policies and approving plan design. These evaluations have noted numerous factors that effectively manage or mitigate compensation risk, including the following:

•

A balance of corporate and business ~~unit~~group weighting in incentive compensation programs;

•

A balanced mix between short-term and long-term incentives;

•

Caps on incentives;

•

Use of multiple performance measures in the annual cash incentive compensation ~~plan and the equity LTI~~ plan;

•

Discretion retained by the Compensation Committee to adjust awards;

•

Stock ownership guidelines requiring holding substantial equity in the Company until retirement;

•

Claw-back policies applicable to all forms of incentive compensation; and

•

Anti-hedging provisions in the Company’s Insider Trading ~~Policy; and~~

•

~~Restricting stock options to 20% of the value of equity awards to senior officers.~~Policy.

In addition, (i) no business ~~unit~~group has a compensation structure significantly different from that of the other ~~units~~groups or that deviates significantly from the Company’s overall risk and reward structure; (ii) unlike financial institutions involved in the financial crisis, where leverage exceeded capital by many multiples, the Company has a conservative leverage policy; and (iii) compensation incentives are not based on the results of speculative trading. In 1994, the Board of Directors adopted resolutions creating the Strategic Risk Management Committee with oversight of hedging and derivative risks and a mandate to use such instruments to manage risk and not for speculative purposes. As a result of these evaluations, we have determined that it is not reasonably likely that risks arising from our compensation and benefit plans would have a material adverse effect on the Company.

~~Tax Deductibility and our Incentive Compensation Plans.~~ Section 162(m) of the Internal Revenue Code, as amended by the Tax Cuts and Jobs Act of 2017, restricts deductibility for federal income tax purposes of annual individual compensation in excess of $1 million paid to covered executive officers. Prior to the enactment of the Tax Cuts and Jobs Act of 2017, Section 162(m)’s deductibility limitation was subject to an exception for compensation that meets the requirements of “qualified performance-based compensation.” However, effective for tax years beginning after 2017, this exception has been eliminated, subject to limited transition relief that applies to certain written binding contracts which were in effect on

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation — Compensation Discussion and Analysis~~ ~~(continued)~~

November 2, 2017. Accordingly, for 2018 and later years, compensation in excess of $1 million paid to our covered NEOs generally will not be deductible and no assurances can be given that compensation payable under certain of our compensation programs which were intended to qualify for the performance-based exception will in fact be deductible.

As a general matter, while the Compensation Committee considers tax deductibility as one of several relevant factors in determining executive compensation, it retains the flexibility to approve compensation that is not deductible by Arconic for federal income tax purposes. Further, the Compensation Committee believes that a significant portion of our NEOs’ compensation should continue to be tied to Arconic’s performance, notwithstanding the elimination of the qualified performance-based compensation exception under Section 162(m).

Compliance with Stock Ownership Guidelines. Our stock ownership requirements further align the interests of management with those of our shareholders by requiring executives to hold substantial equity in ~~Arconic~~the Company until retirement. Our stock ownership guidelines require that the ~~CEO~~Mr. Plant retain equity equal in value to six times his base salary, that Mr. Giacobbe, Mr. Marchuk and ~~that~~Ms. Lin each ~~of the other continuing NEOs~~ retain equity equal in value to three times base salary, and that Mr. Chanatry retain equity equal in value to one and a half times his base salary. Unlike many of our peers, we do not count any unvested or unexercised options, restricted share units, performance-based restricted share units or ~~any~~ stock appreciation rights towards compliance. Our guidelines reinforce management’s focus on long-term shareholder value and commitment to the Company. Until the stock ownership requirements are met, each executive is required to retain until retirement 50% of shares acquired upon vesting of restricted share units (including performance-based restricted shares units) or upon exercise of stock options, ~~that vest after March 1, 2011,~~ after deducting shares used to pay for the option exercise price and taxes. ~~As of January 31, 2019,~~

Messrs. Plant, Giacobbe, Marchuk, and Chanatry have met the ~~continuing NEOs listed~~stock ownership requirements, while Ms. Lin, who was hired in ~~the 2018 Summary Compensation Table—Messrs. Giacobbe and Myers and Ms. Ramundo—who were appointed to their respective positions within the past three years, had~~2021, has not yet met the guidelines but will continue to retain a minimum of 50% of all shares acquired upon vesting of Company equity awards until she meets the guidelines.

No Short Sales, Derivative or Speculative Transactions, Hedging, or Pledging of ~~Arconic~~Company Securities. Short sales of ~~Arconic~~Company securities (a sale of securities which are not then owned) and derivative or speculative transactions in ~~Arconic~~Company securities by our directors, officers and employees are prohibited. No director, officer or employee or any designee of such

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HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation—Compensation Discussion and Analysis (continued)

director, officer or employee is permitted to purchase or use financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of ~~Arconic~~Company securities. Directors and officers subject to Section 16 of the Securities Exchange Act of 1934 are prohibited from holding ~~Arconic~~Company securities in margin accounts, pledging ~~Arconic~~Company securities as collateral, or maintaining an automatic rebalance feature in savings plans, deferred compensation plans or deferred fee plans.

Tax Deductibility and our Incentive Compensation ~~Decisions~~

~~Analysis~~Plans. Although an exception exists for certain qualified performance-based arrangements in place as of ~~2018 Compensation Decisions~~

~~The Compensation Committee uses its business judgment to determine the appropriate compensation targets and awards for the NEOs, in addition to assessing several factors that include:~~

•

~~Market positioning based on peer group data (described below);~~

•

~~Individual, Group, and Corporate performance;~~

•

~~Complexity and importance~~November 2, 2017, under Section 162(m) of the ~~role and responsibilities;~~

•

~~Aggressiveness of targets;~~

•

~~Contributions that positively impact~~Internal Revenue Code, only the ~~Company’s future performance;~~

•

~~Unanticipated events impacting target achievement;~~

•

~~Retention of key individuals~~first $1 million in ~~a competitive talent market; and~~

•

~~Leadership and growth potential.~~

~~Based on these factors, an individual multiplier between 0% and 150%~~annual compensation paid to our named executive officers generally is ~~applied to each NEO IC award and equity grant target to reflect the Committee’s assessment of the individual’s 2018 performance.~~

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation — Compensation Discussion and Analysis~~ ~~(continued)~~

~~Comparator Peer Groups~~

~~To help determine 2018 total direct compensation~~deductible for our former CEO, Mr. Blankenship, we used a peer group consisting of 16 companies. Pay Governance, the Compensation Committee’s independent compensation consultant, has reviewed and endorsed this peer group. The companies in the CEO peer group are:

	~~Arconic’s CEO Peer Group~~ ~~(for 2018 Pay Decisions)~~
	• ~~BorgWarner Inc.~~ • ~~Cummins Inc.~~ • ~~Delphi Technologies~~ • ~~Eaton Corporation plc~~ • ~~Honeywell International Inc.~~ • ~~Illinois Tool Works Inc.~~ • ~~Ingersoll-Rand plc~~ • ~~L3 Technologies, Inc.~~				• ~~Northrop Grumman Corporation~~ • ~~PACCAR Inc~~ • ~~Parker-Hannifin Corporation~~ • ~~Raytheon Company~~ • ~~Rockwell Collins, Inc.~~ • ~~Spirit AeroSystems Holdings, Inc.~~ • ~~Stanley Black & Decker, Inc.~~ • ~~Textron Inc.~~
	~~2018 Median Revenue: $14.535 billion~~

Arconic’s peer group used to make 2018 compensation decisions for executives other than the CEO consisted of companies heavily weighted towards industrials with revenues between $6 billion and $26 billion. See ~~“Attachment B—Arconic Inc. Peer Group Companies for Market Information for 2018 Executive Compensation Decisions.”~~

The data from each of these peer groups described above is considered in establishing executive compensation targets and to ensure that Arconic provides and maintains compensation levels in line with the market, including similar companies, and to attract, retain and motivate employees.

~~2018 Base Salary and Target Annual Incentive Compensation Levels~~

Base salaries and target annual incentive compensation levels are designed to attract, motivate, reward and retain executive talent, as well as to align pay with performance. At the beginning of each fiscal year,federal income tax purposes. While the Compensation Committee ~~determines each NEO’s targeted total cash~~considers tax deductibility as one of several relevant factors in determining executive compensation, ~~(salary and target incentive compensation), taking into consideration alignment~~it retains the flexibility to ~~market data of industry peers.~~approve compensation that is not deductible by the Company in order to maintain a compensation program that is consistent with our executive compensation philosophy described above.

~~2018 Annual Cash Incentive Compensation~~

Each of our NEOs, other than Mr. Hess, was eligible to participate in our corporate annual cash IC plan for 2018. The corporate annual cash IC plan for 2018 was designed to achieve operating goals set at the beginning of the year based on the financial measures set forth in the following table. Our payout of 18.5% was based on 2018 actual performance versus IC plan target.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation — Compensation Discussion and Analysis~~ ~~(continued)~~

~~2018~~2021 Annual Cash Incentive Compensation Plan Design, Targets and Results

Financial Metric Defined Corporate Level Payout Percentage Result % of
Target Weighting Weighted
Result
0% 50% 100%
(Target) 150% 200%
($in millions)
Adjusted Operating Income $1,470 $ 1,549 $1,627 $1,827 $2,027 $1,391 0.0% 50.0% 0.0%
Controllable Free Cash Flow $1,382 $ 1,426 $1,471 $1,716 $1,871 $1,415 37.0% 50.0% 18.5%
IC RESULT 18.5%

~~The~~Each of the NEOs, other than Mr. Plant, was eligible to participate in our corporate annual incentive (IC) plan for 2021. Mr. Plant did not have any short-term annual incentives in 2021.

We did not make any adjustments to our incentive targets in 2021 relating to COVID-19; however we did modify some design elements to help drive performance and ensure a fair payout:

•

We used a 2nd half 2021 adjusted EBITDA margin excluding special items (“EBITDA Margin”) target instead of a full-year as it was important to drive EBITDA Margin performance in what we anticipated would be a potential upturn in market conditions.

•

A “strategic goals” component of up to +20% was implemented to allow the Compensation Committee ~~also took~~to take into account ~~individual~~non-financial metrics, such as ESG-related performance, ~~factors in~~and to balance a fair payout with overall financial and shareholder-value performance.

In setting ~~each NEO’s~~the annual ~~IC payment. In addition,~~incentive targets for ~~Messrs. Myers~~2021, the Compensation Committee considered the market conditions, the business forecast for the year, and ~~Roegner, who led business groups in 2018,~~ the ~~performance~~prior year’s targets and results.

•

For Adjusted Free Cash Flow, the 2021 target range was set at $425M—$490M. This reflects an increase over the full-year 2020 Adjusted Free Cash Flow result of $387 million and an increase over the 2020 Q2-Q4 target of $340M—$400M, particularly given that historically, the first quarter of the ~~applicable business group factored into their annual~~year has been a cash outflow for the company.

•

For EBITDA Margin, the 2021 2nd half target was set at 21.9%—23.7%. This reflects an increase over the full-year 2020 EBITDA Margin result of 20.8% and the 2020 Q4 EBITDA Margin target of 19.0%—21.0%.

For 2021, the Corporate IC ~~award. See~~ ~~“CD&A—Individual Compensation Arrangements and Performance-Based Pay Decisions.”~~plan payout was at 95%.

Financial Metrics

Weight

Min (0%)

Target
(100%)

Max
(200%)

Result

Payout

Weighted
Payout

Adjusted Free Cash Flow

40%

<$400M

$425M –
$490M

$630M

$545M*

139.3%

55.7%

2nd Half EBITDA Margin

40%

20.9%

21.9% – 23.7%

26.6%

22.9%

100%

40.0%

Achievement of Strategic Goals

Up to 20%

See below

Total Payout:

95.7%,
capped at 95.0%

*Adjusted Free Cash Flow result excludes $28M voluntary cash pension payment made in Q4 2021

See “Attachment C—Calculation of Financial Measures” for the reconciliations to the most directly comparable GAAP measures and management’s rationale for the non-GAAP financial measures used in this CD&A.

~~2018 Equity Awards: Stock Options and Performance-Based Restricted Share Units~~

~~Long-term stock incentives are performance-based.~~ ~~We grant long-term stock awards~~The Compensation Committee considered a number of positive factors in assessing how to ~~NEOs to align their interests with those~~value the achievement of ~~shareholders, link their compensation to stock price performance over a multi-year period and support their retention. In January 2018, stock awards were made to all of the NEOs, excluding Mr. Hess~~strategic goals in ~~his role as Interim CEO and Mr. Krakowiak who joined the company after our grant date for annual awards (but who instead received a special sign-on equity award, as detailed below).~~

~~In general, we provide two types of annual equity awards to NEOs and our senior-most executives:~~2021 including:

•

~~Approximately 20% of the grant date value of 2018 LTI equity awards for each of our NEOs is granted~~Year-over-year improvement in the form of stock options. We believe that stock options further align our NEOs’ interests with those of our shareholders because the options have no value unless the stock price increases. Stock options vest ratably overEBITDA Margin despite challenging markets and a three-year period (one-third vests each year on the anniversary of the grant date) subject to continued employment (subject to certain exceptions) and have a ten-year term. We grant stock options to our NEOs at a fixed time every year, generally, asdecline in 2018, on the date of the Board and Compensation Committee meetings in January. The exercise price of employee stock options is the closing price of our stock on the grant date, as reported on the New York Stock Exchange.

•

~~Approximately 80% of the grant date value of 2018 LTI equity awards for each of our NEOs was granted in the form of performance-based restricted share units.~~

Performance-based restricted share units support longer-term operational targets, which differ from the financial metrics in our IC plan. The awards granted in 2018 will be earned based on the performance metrics as follows (specific targets and results will be disclosed at the end of the 2018–2020 performance period):

Total Shareholder Return defined as the change in stock price plus reinvested dividends expressed as a percentage, which will be measured from 12/31/2017 to 12/31/2020 and ranked after the 3-year period

~~Peer group of 16 industrial companies listed on page~~ 49 ~~(maximum total payout may not exceed 200%)~~revenue.

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~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

Executive ~~Compensation —~~ Compensation—Compensation Discussion and Analysis (continued)

~~2018 Performance Results~~•

The strong health, safety, and business performance during the global COVID-19 pandemic.

•

A 6.2% decrease in greenhouse gas (GHG) emissions and 3.0% decline in energy consumption, each as compared to 2020.

•

Zero employee and contractor fatalities.

•

Total recordable incidents remained constant, and an 8.3% decline in days away, restricted and transfer rate compared to 2020.

•

Water use decreased by 10.8% compared to 2020.

•

Landfilled waste decreased by 6.8% compared to 2020.

•

Named one of the “Best Places to Work for ~~Performance-Based Restricted Share Units – 2016 Grant~~LGBTQ Equality” by the Human Rights Campaign Foundation.

~~Prior to 2017, performance-based restricted share unit awards were earned at the end of a three-year performance period based~~

For more information on the ~~average~~Company’s ESG approach, please see the “Environmental and Social Responsibility” and the “Corporate Governance” sections. Ultimately, upon the recommendation of the ~~annual~~CEO, the Committee decided to cap the payout ~~percentages over~~at 95% for 2021, given the ~~three-year period. Consequently, grants made~~continued market uncertainty and current state of the aerospace industry and its impact on the Company’s business.

2021 Long-Term Incentives

Each of the NEOs, except for Mr. Plant, received a long-term incentive award in ~~2016 were still subject~~2021, consisting of 40% time-vested RSUs and 60% PRSUs.

We did not make any adjustments to our long-term incentive targets in 2021 relating to COVID-19, however we did modify some design elements to help drive performance and ensure a fair payout:

•

We continued to use EBITDA Margin as our sole internal financial metric as it is the most important internal long-term metric for our shareholders.

•

We continued to use three one-year performance periods due to the ~~2018 annual~~continued market uncertainty. The Compensation Committee intends to move back to one three-year period to measure performance when market conditions stabilize.

•

The relative TSR multiplier was decreased from +/- 50% to +/- 20% measured over a 3-year period ~~which represents the~~from 2021 through 2023.

The final ~~one-third tranche of the 2016 grant. The results~~payout for the ~~2018~~2020 and 2021 PRSUs will be equal to: [{Year 1 Performance Result} + {Year 2 Performance Result} + {Year 3 Performance Result}]/3 * Relative TSR Multiplier

The following tables show the targets and performance ~~period of the 2016 grant were as follows:~~

Performance Metric Payout Percentage 2018
Actual Plan
Result Weighting Payout
Result
0% 50% 100% 150% 200%
Revenue ($M) $13,297 or
below $13,499 $13,700 $14,305 $14,507 or
above $14,076 131.0% 25% 32.8%
EBITDA Margin (%) 14.3% or
below 15.2% 16.1% 18.8% 19.7% or
above 14.0% 0.0% 25% 0.0%
RONA (%) 7.9% or
below 9.3% 10.6% 14.0% 14.7% or
above 9.1% 45.6% 50% 22.8%
TOTAL 100% 55.5%

~~The 2016 grant, which vested in January 2019 after the three-year 2016–2018 performance period, was the last outstanding award~~ to include an annual performance period, with the final one-third tranche subject to the 2018 annual performance period. LTI performance-based restricted share unit awards granted since 2017 are based on three-year performance periods: 2017–2019date for the ~~2017 grant~~PRSUs granted in 2020 and ~~2018–2020 for the 2018 grant.~~2021.

EBITDA Margin Performance Targets (three one-year periods)

2020 Performance		2021 Performance		2022 Performance	2023 Performance
2020 Grant Year 1		2020 Grant Year 2 2021 Grant Year 1		2020 Grant Year 3 2021 Grant Year 2 Annual target set in 2022	2021 Grant Year 3 Annual target set in 2023
EBITDA Margin	Achievement	EBITDA Margin	Achievement
<18%	0%	<21.7%	0%
20%	100%	22.3%	100%
22%	200%	24.8%	200%
Result 20.8%	140%	Result 22.8%	120%

~~Individual Compensation Arrangements and Performance-Based Pay Decisions~~

~~Executive Vice President and Chief Financial Officer – Kenneth J. Giacobbe~~

In January 2018, the Compensation Committee awarded Mr. Giacobbe performance share awards and stock options with a total grant-date value of $1,200,140, taking into consideration relevant peer company data and based on his individual performance in 2017. Eighty percent of the award ($960,089) was granted in the form of performance-based restricted share units, and 20% ($240,051) in stock options, which was in line with his target award. To better align his pay with those of industry peer companies and based on his individual performance review in 2017, Mr. Giacobbe received a base salary increase in 2018 of 3% over his then most current 2017 base salary. Despite continued strong individual performance and substantial contributions to the strategy review in 2018, Mr. Giacobbe’s annual IC award for 2018 of $94,813 was below target at 18.5%, which was based on the final Corporate IC plan total weighted result of 18.5%, as described above, and a corresponding 100% individual multiplier.

~~Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions – Timothy D. Myers~~

In January 2018, the Compensation Committee awarded Mr. Myers performance share awards and stock options with a total grant-date value of $1,320,225, taking into consideration relevant peer company data and based on his individual performance in 2017. Eighty percent of the award ($1,056,189) was granted in the form of performance-based restricted share units, and 20% ($264,036) in stock options, which was above the target award based on his strong performance leading the combined GRP and TCS groups in 2017. To better align his pay with those of industry peer companies and based on his individual performance review in 2017, Mr. Myers received a base salary increase in 2018 of 4% over his then most current 2017 base salary. Despite continued strong individual performance in 2018, Mr. Myers’ annual IC award for 2018 of $233,818 was below target at 43.1%. The award was based on the final Corporate (weighted at 40%) and combined TCS and GRP IC plan (weighted at 60%) totals of 18.5% and 59.4%, respectively, and a corresponding 100% individual multiplier.

TABLE OF CONTENTS

~~2019~~HOWMET AEROSPACE | 2022 Proxy Statement

Executive ~~Compensation —~~ Compensation—Compensation Discussion and Analysis (continued)

3-Year Relative TSR for the 2020 PRSU Awards: As of April 1, 2022, Howmet Aerospace's TSR was tracking at the 95th percentile of the peer group, which would yield a multiplier of 150%.

Percentile Rank vs.
Peer Group

Multiplier

Definition

0 – 20th

50%

• TSR measured over 33 months with:

o Starting period = average closing price in April 2020 (post-separation)

o Ending period = average trading price in December 2022

• TSR result multiplied by payout for financial metrics capped at 200%

21st – 40th

75%

41st – 60th

100%

61st – 80th

125%

81st – 100th

150%

3-Year Relative TSR for the 2021 PRSU Awards: As of April 1, 2022, Howmet Aerospace's TSR was tracking at the 63rd percentile of the peer group, which would yield a multiplier of 110%.

Percentile Rank vs.
Peer Group

Multiplier

Definition

0 – 20th

80%

• TSR measured over 36 months with:

o Starting period = average closing price in December 2020

o Ending period = average trading price in December 2023

• TSR result multiplied by payout for financial metrics capped at 200%

21st – 40th

90%

41st – 60th

100%

61st – 80th

110%

81st – 100th

120%

TABLE OF CONTENTS

HOWMET AEROSPACE | 2022 Proxy Statement

Executive ~~Vice President,~~ Compensation—Compensation Discussion and Analysis (continued)

2021 Individual Compensation Arrangements and Performance-Based Pay Decisions

Chief ~~Legal Officer~~Executive Officer—John C. Plant

There was no change to Mr. Plant’s base salary in 2021 and ~~Secretary – Katherine H. Ramundo~~

~~In January 2018, the Compensation Committee awarded Ms. Ramundo performance share awards and stock options~~he was not eligible for an annual incentive award. Mr. Plant received a time-vested RSU award of 500,000 shares on October 14, 2021, with a ~~total grant-date~~grant value of ~~$1,200,140, taking into consideration relevant peer company data~~$15,445,000 and ~~based~~cliff vesting on her individual performance in 2017. Eighty percent of the award ($960,089) was granted in the form of performance-based restricted share units, and 20% ($240,051) in stock options, which was in line with her target award. Ms. Ramundo has not received any base salary increase since her commencement of employment with Arconic in September 2016. Despite exceptional individual performance and substantial contributions to the strategy review in 2018, Ms. Ramundo’s annual IC award for 2018 of $101,750 was below target at 18.5%, which was based on the final Corporate IC plan total weighted result of 18.5%, as described above, and a corresponding 100% individual multiplier. In May 2018, Ms. Ramundo also received a special one-time retention equity award with a grant-date value of $1,000,095 in the form of RSUs, which will vest on December 31, 2019, subject to her continued employment with the Company. In light of the level of management turnover accompanying the CEO transition process and challenges of the strategy review that would be the focus of most of the year, along with the uncertainty created by the announcement of the pending relocation of the Company headquarters from New York where Ms. Ramundo is based, the Compensation Committee believed that it would be in the best interest of the Company to ensure that Ms. Ramundo remain incentivized to continue her employment with Arconic and to minimize distractions. Therefore, the Compensation Committee awarded Ms. Ramundo this retention award to help secure her services through this critical period in the history of the Company.

~~Former Chief Executive Officer–Charles P. Blankenship~~

~~On October 19, 2017, the Company entered into a letter agreement with Mr. Blankenship~~January 1, 2024, in connection with his appointment as ~~Chief Executive Officer~~sole CEO and his agreement to extend his term indefinitely. The rationale for the award is described above on page 43.

As part of ~~the Company, which became effective on January 15, 2018 (the “Effective Date”). Pursuant to the~~his 2020 letter agreement, Mr. ~~Blankenship’s annual base salary was $1,250,000 and his target annual cash incentive compensation~~Plant had the opportunity ~~was 150%~~to earn 2,100,000 PRSUs by achieving certain stock price hurdles. The first two tranches were earned in 2020 based on stock price performance in 2020. He has until March 31, 2023 to earn the third tranche of his ~~salary. He~~PRSUs. From April 1, 2021 to March 31, 2023 the stock price hurdles are shown in the table below. Based on Howmet Aerospace’s stock price performance through March 31, 2022, Mr. Plant earned 375,000 of the 750,000 shares.

	Stock Price Hurdles for Tranche 3 (Baseline Price of $31.39)				# of Shares Earned (Tranche 3—Cumulative)
	+5% = $32.96				125,000 (earned in 2021)
	+10% = $34.53				250,000 (earned in 2021)
	+15% = $36.10				375,000 (earned in 2022)
	+20% = $37.67				500,000
	+25% = $39.24				625,000
	+30% = $40.81				750,000

Per the terms of the award, the remaining three stock price hurdles in the third tranche of PRSUs were increased as of April 1, 2022 as shown in the table below.

Former Co-CEO Tolga Oal

Prior to his departure, Mr. Oal received a ~~2018~~salary increase of $25,000 effective August 1, 2021 and an annual equity award ~~with a grant date fair value~~ of ~~$8,500,138,~~$3,700,000, 60% of which was ~~issued on January 19, 2018. Eighty percent~~granted as PRSUs and 40% of which was granted as time-vested RSUs. Upon his termination, all his outstanding equity was forfeited and he did not receive an annual incentive for 2021 performance. Mr. Oal was paid a severance payment of $2,756,479 in accordance with the terms of the ~~award ($6,800,104) was granted~~Howmet Aerospace Executive Severance plan.

Other Named Executive Officers

The Compensation Committee uses its business judgment to determine the appropriate compensation targets and awards for the NEOs, and utilizes several assessment factors that may include:

•

Market positioning based on peer group data

•

Individual, Group, and Corporate performance

•

Complexity and importance of the role and responsibilities

•

Experience and unique skills

•

Aggressiveness of targets

•

Contributions that positively impact the Company’s future performance

TABLE OF CONTENTS

HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation—Compensation Discussion and Analysis (continued)

•

Unanticipated events impacting business plan goals

•

Retention of key individuals in a competitive talent market

•

Leadership and growth potential

In 2021, the Compensation Committee made the following annual compensation decisions for the NEOs:

Executive	Salary Increase Effective 8/1/2021	Annual Equity Award Granted as 60% PRSUs and 40% RSUs	Annual Incentive Payout for 2021 Performance
Executive	Salary Increase Effective 8/1/2021	Annual Equity Award Granted as 60% PRSUs and 40% RSUs	Annual Target as % of Salary	Plan Result	Individual Multiplier	Payment
Kenneth J. Giacobbe	4.3% to $600,000	$1,650,014	100%	95%	100%	$556,146
Neil E. Marchuk	2.8% to $635,000	$1,850,023	100%	95%	100%	$593,829
Lola F. Lin	N/A	$1,100,000	100%	95%	100%	$267,187
Michael N. Chanatry	3.0% to $515,000	$ 525,027	70%	95%	100%	$336,656

In October 2021, in connection with Mr. Oal’s departure and Mr. Plant’s appointment as sole CEO, the Compensation Committee awarded retention restricted share unit awards to certain members of the senior executive team to ensure their retention and to maintain stability and momentum through the anticipated upturn in the ~~form~~aerospace industry. The awards cliff vest on June 28, 2024. The awards for the NEOs were as follows:

Executive	# of Restricted Stock Units		Value at Grant
Kenneth J. Giacobbe		125,000		$	3,796,250
Neil E. Marchuk		125,000		$	3,796,250
Michael N. Chanatry		50,000		$	1,518,500

Ms. Lin was hired on June 28, 2021 with an annual salary of ~~performance-based~~$550,000. In addition to her annual equity award, Ms. Lin received a sign-on equity award of $300,000 restricted share units that vest on July 15, 2022 and ~~20% ($1,700,034) in stock options, which was in line with his target award taking into consideration relevant CEO peer group company data. In addition, Mr. Blankenship was paid~~ a ~~special~~ sign-on cash ~~bonus~~payment of $650,000 and granted special one-time equity awards of stock options with a grant date fair value of $4,000,030, vesting in full on the fourth anniversary of the grant date, as well as restricted share units with a grant date fair value of $3,000,242, vesting in full on the third anniversary of the grant date. The special one-time equity awards were issued on January 19, 2018 and were subject to his continued employment with the Company and the 50% holding requirement until stock ownership requirements are met. Pursuant to the letter agreement, Mr. Blankenship was also required to purchase shares of Arconic common stock with an aggregate purchase price of $1,000,000 by June 30, 2018, which may not be disposed of until the earlier of (1) the date upon which he meets the stock ownership guidelines or (2) termination of employment. Following his separation from the Company on February 6, 2019, all unvested equity stock awards and stock options were forfeited and canceled, including his special one-time equity awards in their entirety and the majority of his January 2018 annual equity award (other than one-third of his 2018 annual stock option grant, which vested on January 19, 2019).

Under the terms of his letter agreement, Mr. Blankenship was eligible to participate in the Company’s Executive Severance Plan and Change in Control Severance Plan and that, for purposes of his participation in the Executive Severance Plan, a resignation by him for good reason (as defined in the letter agreement) would constitute a severance event. Mr. Blankenship also entered into a confidentiality, developments, non-competition and non-solicitation agreement attached to the letter agreement, which includes a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants that apply during employment and for a period of one year following termination of employment for any reason.

~~Former Executive Vice President, Strategy and Development – Mark J. Krakowiak~~

Mr. Krakowiak commenced his employment at Arconic in his role as EVP, Strategy and Development, on January 29, 2018. Mr. Krakowiak did not receive any annual LTI award in 2018, having started after the annual grant date. However, pursuant to the terms in his offer letter, Mr. Krakowiak was entitled to a sign-on LTI equity award of $1,200,000 in the form of time-vested RSUs in two tranches, subject to continued employment at the time of each vesting tranche. The first tranche was in the amount of $700,107 and was granted on February 15, 2018, subject to ratable vesting over three years. The second tranche of$200,000.

TABLE OF CONTENTS

~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

~~Executive Compensation — Compensation Discussion and Analysis~~ ~~(continued)~~

$500,000 would have been granted one year thereafter in February 2019, subject to cliff vesting upon the second anniversary from the date of grant. He also received a one-time $500,000 cash sign-on bonus. Mr. Krakowiak’s annual IC award for 2018 of $64,348 was below target at 18.5%, which was based on the final Corporate IC plan total weighted result of 18.5%, as described above, and a corresponding 100% individual multiplier. Following his separation from the Company on February 8, 2019, the first tranche of Mr. Krakowiak’s sign-on LTI equity award was forfeited and canceled in its entirety and the second tranche was not granted.

~~Former Executive Vice President and Group President, Engineered Products and Solutions – Eric V. Roegner~~

In January 2018, the Compensation Committee awarded Mr. Roegner performance share awards and stock options with a total grant-date value of $1,200,140, taking into consideration relevant peer company data and based on his individual performance in 2017. Eighty percent of the award ($960,089) was granted in the form of performance-based restricted share units, and 20% ($240,051) in stock options, which was in line with his target award. To better align his pay with those of industry peer companies, Mr. Roegner received a base salary increase in 2018 of 5% over his then most current 2017 base salary. He received an amount below his target annual incentive compensation payment of $23,695, which was prorated through his separation from the Company in July 2018 and factored in the Corporate and EP&S Group payout results of 18.5% and 0% (weighted 40% and 60%), respectively, under the annual IC plan. As Mr. Roegner was not retirement-eligible at the time of his separation from the Company, any unvested equity stock awards and stock options were forfeited and canceled, including his January 2018 award in its entirety.

~~Former Interim CEO – David P. Hess~~

Mr. Hess served as Interim CEO at a monthly base salary rate of $91,667, which applied until the appointment of Mr. Blankenship as CEO on January 15, 2018. Mr. Hess was ineligible to participate in the Company’s IC plan in any year. All equity grants made to him in 2018 were awarded in his capacity as a Board member in accordance with our Director compensation program (see the “~~Director Compensation” section starting on page~~ 15).

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

Executive Compensation (continued)

~~2018~~2021 Summary Compensation Table

Name and Principal Position	Year	Salary ($)			Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)	Name and Principal Position	Year	Salary ($)			Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)			(d)	(e)	(f)	(g)	(h)	(i)	(j)	(a)	(b)	(c)			(d)	(e)	(f)	(g)	(h)	(i)	(j)
Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer	2018		$	512,500	$0	$960,089	td40,051	$94,813	$0	td05,621	td,913,074	John C. Plant Executive Chairman and Chief Executive Officer	2021		$	1,600,000	$0	td5,445,000	$0	$0	$0	td44,000	td7,189,000
	2017		$	493,333	$0	td,348,867	$324,018	$357,987	$308,675	$324,571	$3,157,451		2020		$	1,600,000	$0	$37,351,008	$0	$0	$0	td40,000	$39,091,008
	2016		$	386,250	$0	$390,381	$0	td81,824	td49,741	$429,478	td,637,674		2019		$	1,446,667	$0	td9,941,500	$0	td0,000,000	$0	$324,411	$51,712,578
Timothy D. Myers Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions	2018		$	542,500	$0	td,056,189	td64,036	td33,818	$0	$57,120	td,153,663	Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer	2021		$	585,417	$0	$5,446,264	$0	$556,146	$0	$59,062	$6,646,889
	2017		$	436,250	$0	$949,308	td28,052	$396,356	$516,994	td9,333	td,546,293		2020		$	572,500	$0	td,400,007	$0	$515,250	td61,707	$74,755	td,824,219
Katherine H. Ramundo Executive Vice President, Chief Legal Officer and Secretary	2018		$	550,000	$0	td,960,185	td40,051	td01,750	$0	$60,953	td,912,938		2019		$	552,500	$0	td,275,201	$0	td,350,000	$358,758	$35,769	$4,572,228
	2017		$	550,000	$0	$999,226	td40,008	$381,755	$0	$54,498	td,225,487	Neil E. Marchuk Executive Vice President and Chief Human Resources Officer	2021		$	625,084	$0	$5,646,273	$0	$593,829	$0	$71,723	$6,936,909
Chip Blankenship1 Former Chief Executive Officer	2018		$	1,204,710	$0	$9,800,346	$5,700,064	$0	$0	$952,087	td7,657,207		2020		$	615,000	$0	td,650,013	$0	$553,500	$0	$59,510	td,878,023
David P. Hess2 Former Interim Chief Executive Officer	2018		$	39,855	$0	$0	$0	$0	$0	td7,563	$67,418		2019		$	500,000	td00,000	$3,191,850	$0	$0	$0	$83,200	$3,975,050
	2017		$	802,669	$744,100	$3,019,240	$0	$0	$0	td70,764	$4,736,773	Lola F. Lin Executive Vice President, Chief Legal Officer and Secretary	2021		$	281,250	td00,000	td,400,080	$0	td67,187	$0	td60,086	td,308,603
Mark J. Krakowiak3 Former Executive Vice President, Strategy and Development	2018		$	463,768	$0	$700,107	$0	$64,348	$0	$530,413	$1,758,636	Michael N, Chanatry Vice President and Chief Commercial Officer	2021		$	506,251	$0	$2,043,527	$0	$336,656	$0	$54,965	$2,941,399
Eric V. Roegner4 Former Executive Vice President and Group President, Engineered Products and Solutions	2018		$	320,208	$0	$960,089	td40,051	td3,695	$0	td,219,858	td,763,901	Tolga I. Oal Former Co-Chief Executive Officer	2021		$	696,131	$0	$3,700,013	$0	$0	$0	td,839,462	$7,235,606
	2017		$	478,482	$0	$729,590	$0	$317,821	$0	$55,241	td,581,134		2020		$	794,917	$0	$3,500,012	$0	$679,372	$0	$85,870	$5,060,171

Notes to ~~2018~~2021 Summary Compensation Table:

Column (a) – —Named Executive Officers. The named executive officers include the ~~former~~ Chief Executive Officer, the former ~~Interim Chief~~Co-Chief Executive Officer, the Chief Financial Officer, and the ~~four~~three other most highly compensated executives who ~~other than Mr. Roegner,~~ were serving as executive officers aton December 31, ~~2018.~~2021. Under applicable SEC rules, we have excluded ~~2016~~2019 and ~~2017~~2020 compensation for ~~Messrs. Blankenship~~Mr. Chanatry and ~~Krakowiak and 2016~~the 2019 compensation for ~~Messrs. Hess, Myers, and Roegner and Ms. Ramundo,~~Mr. Oal, as they were not named executive officers in those years. Ms. Lin was hired in 2021. For purposes of determining the most highly compensated executive officers, the amounts shown in column (h) were excluded.

Mr. Blankenship served as CEO from January 15, 2018 until the appointment of John C. Plant as Chairman and Chief Executive Officer on February 6, 2019. As Mr. Blankenship was not retirement-eligible at the time of his separation from the Company, any unvested equity stock awards and stock options were forfeited and canceled, including his 2018 stock awards in their entirety and two-thirds of his 2018 annual option award.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation~~ ~~(continued)~~

Mr. Hess served as Interim CEO until the appointment of Mr. Blankenship as CEO on January 15, 2018. Mr. Hess’s 2018 salary amount does not include any cash retainer amount and stock awards for his services as a non-employee board member following his resignation as Interim CEO. His 2018 non-employee director compensation may be found on page 18 in the 2018 Director Compensation table. Mr. Hess’s 2017 salary amount includes $14,333 in cash retainer, and his 2017 stock award includes $19,076 in RSUs, both of which were received as a board member prior to his appointment as Interim CEO on April 13, 2017.

Mr. Krakowiak served as EVP, Strategy and Development from January 29, 2018 until February 8, 2019. Based on the terms of his sign-on equity award, as Mr. Krakowiak was not retirement-eligible at the time of his separation from the Company, his unvested stock award was forfeited and canceled in its entirety.

Mr. Roegner’s salary amount reflects the time he served as EVP, EP&S until his separation from the Company on July 31, 2018. As Mr. Roegner was not retirement-eligible at the time of his separation from the Company, any unvested equity stock awards and stock options were forfeited and canceled, including his 2018 stock and option awards in their entirety.

Column (c) – —Salary. This column ~~represents~~is equal to the actual base salary amount each of the named executive ~~officer’s annual base salary. Effective March 1, 2018, the Compensation and Benefits Committee approved salary increases~~officers were paid in 2021.

Column (d)—Bonus. The amount shown for ~~Messrs. Giacobbe, Myers and Roegner based on their strong performance~~Ms. Lin in ~~the previous year and to bring their salaries closer to market. Further details are included in the “Individual Compensation Arrangements and Performance-Based Pay Decisions” section on pages~~ 51-53.2021 is a sign-on cash bonus as part of her new hire package.

Columns (e) and ~~(f) –~~ (f )—Stock Awards and Option Awards.The value of stock awards in column (e) and stock options in column ~~(f)~~(f ) equals the grant date fair value, which is calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation. ~~Performance share awards granted in January 2018 are shown at 100% of target. The fair value of the performance awards on the date of grant was as follows:~~

Grant Date Value of
Performance Award
Name At
Target At
Maximum
Kenneth J. Giacobbe $960,089 $1,920,179
Timothy D. Myers $1,056,189 $2,112,378
Katherine H. Ramundo $960,089 $1,920,179
Chip Blankenship $6,800,104 $13,600,209
Eric V. Roegner $960,089 $1,920,179

Stock awards are valued at the market price of a share of stock on the date of grant as determined by the closing price of our common stock. ~~At the date of grant on January 19, 2018, the closing price of our common stock was $30.22. At December 31, 2018, the closing price of our common stock was $16.86.~~

For a discussion of the assumptions used to estimate the fair value of stock awards and stock options, please refer to the following sections and pages in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018:~~2021: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation” on ~~pages 50 to 51,~~page 35, and the disclosures on “Stock-Based Compensation” in ~~Notes~~Note A and INote J to the Consolidated Financial Statements on pages 6249 and 8674 to ~~87,~~75, respectively.

Although Mr. Oal was granted stock awards in May 2021, all of his outstanding equity was forfeited upon his termination in October 2021.

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~~2019~~HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation (continued)

Column (g) – —Non-Equity Incentive Plan Compensation.Reflects cash payments made under the annual Incentive Compensation Plan for ~~2018~~2021 performance. See the “~~2018~~2021 Annual Cash Incentive Compensation Plan Design, Targets and Results” section ~~starting~~ on page 5047.

Column (h) – —Change in Pension Value and Nonqualified Deferred Compensation Earnings. ~~The amounts~~None of the executive officers shown reflect the aggregate change in the actuarial present value in each year of each named executive officer’s accumulated benefit under all defined benefit and actuarial plans, including supplemental plans. Increases are attributable to changes in the discount rate and mortality assumptions used for measurement of pension obligations year over year. Messrs. Blankenship, Hess, Krakowiak and Roegner and Ms. Ramundo have no changes in pension value in any of their years of reportable compensation because they were not eligible to participate in ~~the~~a defined benefit pension plan ~~which~~except for Mr. Giacobbe. The defined benefit pension plan was closed to employees hired after March 1, 2006 and ~~subsequently~~ frozen to future benefit accruals as of April 1, 2018. ~~For 2018, Messrs. Giacobbe and Myers had net decreases of $77,002 and $173,407, respectively, which for purposes~~The actual change in the present value of the ~~Summary Compensation Table must be reported~~accumulated benefits for Mr. Giacobbe was -$46,750, but is shown as $0 ~~as negative values may not be applied.~~in the table per SEC rules.

Earnings on deferred compensation are not reflected in this column because the return on earnings is calculated in the same manner and at the same rate as earnings on externally managed investments of salaried employees participating in the tax-qualified 401(k) plan, and dividends on Company stock are paid at the same rate as dividends paid to shareholders.

Column (i) – —All Other Compensation.

~~Company Contributions to Savings Plans.~~

~~Name~~

~~Company Matching Contribution~~

~~3% Retirement Contribution~~

~~Total Company~~
~~Contribution~~

~~Savings Plan~~

~~Def. Comp. Plan~~

~~Savings Plan~~1

~~Def. Comp. Plan~~

~~Kenneth J. Giacobbe~~

~~$15,950~~

~~$0~~

~~$16,500~~

~~$6,675~~

~~$39,125~~

~~Timothy D. Myers~~

~~$16,500~~

~~$16,050~~

~~$16,500~~

~~$8,070~~

~~$57,120~~

~~Katherine H. Ramundo~~

~~$16,500~~

~~$8,250~~

~~$19,703~~

~~$60,953~~

~~Chip Blankenship~~

~~$16,500~~

~~$52,250~~

~~$8,250~~

~~$27,891~~

~~$104,891~~

~~David P. Hess~~

~~$0~~

~~$8,250~~

~~$15,269~~

~~$23,519~~

~~Mark J. Krakowiak~~

~~$16,500~~

~~$0~~

~~$8,250~~

~~$5,663~~

~~$30,413~~

~~Eric V. Roegner~~

~~$16,500~~

~~$2,713~~

~~$8,250~~

~~$11,774~~

~~$39,236~~

~~Savings Plan contributions for Messrs. Giacobbe and Myers include 3% transitional contributions applicable from April 1, 2018 through December 31, 2018.~~

~~Company Aircraft.~~ ~~In 2018,~~For Mr. Oal, the ~~incremental cost~~amount includes a $2,756,479 severance payment. For a complete description of Mr. ~~Blankenship’s personal use~~Oal’s severance payment, please see page 50.

For Ms. Lin, the amount includes $140,648 related to her relocation to Pittsburgh as part of ~~Company aircraft was valued at $197,196 and for Mr. Hess $852. The incremental cost for the use~~her new hire package.

For all of the executive officers shown, the amount includes Company aircraft is calculated based on the variable costs to the Company, including fuel costs, mileage, trip-related maintenance, universal weather monitoring costs, on-board catering, landing and ramp fees and other miscellaneous variable costs. Fixed costs, which do not change based on usage, such as pilot salaries, the lease costs of the Company aircraft and the cost of maintenance not related to trips, are excluded.

~~Relocation and Other Expenses.~~ In 2018, Arconic provided relocation benefits to Mr. Giacobbe totaling $66,496, which includes a tax gross-up of $31,386, stemming from his move to New York, NY pursuant to his appointment as Executive Vice President and Chief Financial Officer of the Company in 2016 upon separation. Mr. Hess received a tax gross-up of $3,192 related to his temporary benefits and arrangements as Interim CEO.

~~Sign-On Bonuses.~~ In accordance with the terms of his letter agreement dated October 19, 2017, upon his appointment as CEO, Mr. Blankenship received a cash sign-on bonus of $650,000. Mr. Krakowiak joined Arconic on January 29, 2018 and received a cash sign-on bonus of $500,000 in accordance with the terms of his offer letter.

~~Severance Payments.~~

~~Pursuant~~contributions to the Company’s ~~Executive Severance~~Retirement Savings Plan ~~Mr. Roegner was paid the following on January 31, 2019, in accordance with the terms of his separation agreement dated July 31, 2018:~~

•

~~Lump sum severance of $1,113,000, which is equivalent to annual salary~~ and ~~annual target incentive compensation.~~Deferred Compensation Plan as follows:

Name	Company Matching Contribution				3% Retirement Contribution				Total Company Contribution
Name	Savings Plan		Def. Comp. Plan		Savings Plan		Def. Comp. Plan		Total Company Contribution
John C. Plant		$17,400		$78,600		$8,700		$39,300		$144,000
Kenneth J. Giacobbe		$17,104		$8,938		$8,700		$24,320		$59,062
Neil E. Marchuk		$17,400		$18,965		$8,700		$26,658		$71,723
Lola F. Lin		$11,000		—		$8,438		—		$19,438
Michael N. Chanatry		$17,400		$12,975		$8,700		$15,890		$54,965
Tolga I. Oal		$8,700		$33,018		$8,700		$32,565		$82,983

TABLE OF CONTENTS

HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation ~~2019~~(continued)

2021 Grants of Plan-Based Awards

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards1					Estimated Future Payouts Under Equity Incentive Plan Awards2			All Other Stock Awards: Number of Shares of Stock or Units3 (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	2021 Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Dates	Threshold ($)			Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/sh)	2021 Grant Date Fair Value of Stock and Option Awards ($)
(a)	(b)	(c)			(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
John C. Plant	10/14/21									500,000			$15,445,000
Kenneth J. Giacobbe			$	292,708	$585,417	$1,756,250
	10/25/2021									125,000			$3,796,250
	5/10/2021						0	30,387	60,774	20,258			$1,650,014
Neil E. Marchuk			$	312,542	$625,083	$1,875,250
	10/25/2021									125,000			$3,796,250
	5/10/2021						0	34,070	68,140	22,714			$1,850,023
Lola F. Lin			$	140,625	$281,250	$843,750
	7/15/2021						0	20,365	40,730	22,834			$1,403,542
Michael N. Chanatry			$	177,188	$354,375	$1,063,125
	10/25/2021									50,000			$1,518,500
	5/10/2021						0	9,669	19,338	6,446			$525,027
Tolga I. Oal			$	348,065	$696,131	$2,088,393
	5/10/2021						0	68,140	136,280	45,427			$3,700,013

For the NEOs other than Mr. Plant, the amounts reported are the potential amounts for annual cash incentive awards for 2021. Actual amounts earned are reflected in the 2021 Summary Compensation Table. For more information about annual cash incentive awards made under the Incentive Compensation Plan, see “Compensation Discussion and Analysis.” Mr. Plant was not eligible for an annual cash incentive award in 2021.

Performance-based restricted share units granted in 2021.

Time-vested restricted share unit awards granted in 2021.

TABLE OF CONTENTS

HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation (continued)

•

~~Lump sum payment of $66,780, which is equivalent to two years of annual 3% Company ERIC contribution.~~

•

~~Continuation of health care benefits for two years~~ ~~(with an estimated value of $842)~~.

~~2018 Grants of Plan-Based Awards~~

Name Grant
Dates
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards1

Estimated Future Payouts Under
Equity Incentive Plan Awards2

All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units3
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options4
(#)
Exercise
or Base
Price of
Option
Awards
($/sh) 2018 Grant
Date Fair
Value of
Stock and
Option
Awards
($)
Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
Kenneth J. Giacobbe $ 256,250 $512,500 $1,537,500
1/19/2018 0 31,770 63,540 24,520 $30.22 $1,200,140
Timothy D. Myers $ 271,250 $542,500 $1,627,500
1/19/2018 0 34,950 69,900 26,970 $30.22 $1,320,225
Katherine H. Ramundo $ 275,000 $550,000 $1,650,000
1/19/2018 0 31,770 63,540 24,520 $30.22 $1,200,140
5/16/2018 55,530 $1,000,095
Chip Blankenship $ 903,533 $1,807,065 $5,421,195
1/19/2018 0 225,020 450,040 99,280 537,620 $30.22 $15,500,410

David P. Hess5
— — — — — — — — — — —
Mark J. Krakowiak $ 173,913 $347,826 $1,043,478
2/15/2018 27,760 $700,107
Eric V. Roegner 1/19/2018 $ 160,104 $320,208 $960,624 0 31,770 63,540 24,520 $30.22 $1,200,140

The amounts reported in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards columns represent the potential amounts for annual cash IC for 2018. Actual amounts earned by our NEOs are reflected in the 2018 Summary Compensation Table. For more information about annual cash IC awards made under the Incentive Compensation Plan, see “Compensation Discussion and Analysis.”

Performance-based restricted share units, granted under the 2013 Arconic Stock Incentive Plan, as Amended and Restated, which vest on the third anniversary of the grant date, with payout determined at the end of a three-year performance period based on the Company’s achievement of performance measures and generally subject to continued employment. See “Compensation Discussion and Analysis.”

Time-vested restricted share unit awards granted under the 2013 Arconic Stock Incentive Plan, as Amended and Restated. Mr. Blankenship’s restricted share units would have vested in full on the third anniversary of the grant date but were forfeited and canceled due to his separation from the Company. Ms. Ramundo’s restricted share units will vest in full at the end of 2019. Mr. Krakowiak’s restricted share units would have vested ratably over a three-year period but were forfeited and canceled due to his separation from the Company.

Time-vested stock options granted under the 2013 Arconic Stock Incentive Plan, as Amended and Restated. The stock options listed in this column have a maximum term of ten years and vest ratably over a three-year period, generally subject to continued employment, other than 363,970 of Mr. Blankenship’s stock options, which would have vested in full on the fourth anniversary of the grant date (but were forfeited and canceled due to his separation from the Company).

Mr. Hess served as Interim CEO until the appointment of Mr. Blankenship as CEO on January 15, 2018. All equity awards made to him in 2018 were in connection with his service as a non-employee director in accordance with our Director compensation program, and are disclosed in the “2018 Director Compensation” section beginning on page 18.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation~~ ~~(continued)~~

~~2018~~2021 Outstanding Equity Awards at Fiscal Year-End

~~Name~~

~~Option Awards~~

~~Stock Awards~~

~~Number of~~
~~Securities~~
~~Underlying~~
~~Unexercised~~
~~Options~~
~~(Exercisable)~~
~~(#)~~

~~Number of~~
~~Securities~~
~~Underlying~~
~~Unexercised~~
~~Options~~
~~(Unexercisable)~~
~~(#)~~

~~Equity~~
~~Incentive~~
~~Plan Awards:~~
~~Number of~~
~~Securities~~
~~Underlying~~
~~Unexercised~~
~~Unearned~~
~~Options~~
~~(#)~~

~~Option~~
~~Exercise~~
~~Price~~
~~($)~~

~~Option~~
~~Expiration~~
~~Date~~

~~Number of~~
~~Shares or~~
~~Units of~~
~~Stock That~~
~~Have Not~~
~~Vested~~
~~(#)~~

~~Market Value~~
~~of Shares or~~
~~Units of Stock~~
~~That Have Not~~
~~Vested~~
~~($)~~

~~Equity~~
~~Incentive~~
~~Plan~~
~~Awards:~~
~~Number of~~
~~Unearned~~
~~Shares,~~
~~Units or~~
~~Other~~
~~Rights~~
~~That Have~~
~~Not~~
~~Vested~~
~~(#)~~

~~Equity~~
~~Incentive~~
~~Plan~~
~~Awards:~~
~~Market or~~
~~Payout Value~~
~~of Unearned~~
~~Shares, Units~~
~~or Other~~
~~Rights That~~
~~Have Not~~
~~Vested~~
~~($)~~

~~(a)~~

~~(b)~~

~~(c)~~

~~(d)~~

~~(e)~~

~~(f)~~

~~(g)~~

~~(h)~~

~~(i)~~

~~(j)~~

~~Kenneth J. Giacobbe~~

~~Stock Awards~~1

~~20,688~~

~~$348,800~~

~~97,394~~

~~$1,642,063~~

~~Time-Vested Options~~2

~~5,040~~

—

~~$22.92~~

~~1/20/2022~~

~~17,254~~

~~34,506~~

—

~~$21.13~~

~~1/13/2027~~

—

~~24,520~~

—

~~$30.22~~

~~1/19/2028~~

~~Timothy D. Myers~~

~~Stock Awards~~1

~~16,566~~

~~$279,303~~

~~81,581~~

~~$1,375,456~~

~~Time-Vested Options~~2

~~10,332~~

—

~~$30.51~~

~~1/26/2020~~

~~9,027~~

—

~~$22.92~~

~~1/20/2022~~

~~12,144~~

~~24,286~~

—

~~$21.13~~

~~1/13/2027~~

—

~~26,970~~

—

~~$30.22~~

~~1/19/2028~~

~~Katherine H. Ramundo~~

~~Stock Awards~~1

~~74,277~~

~~$1,252,310~~

~~77,210~~

~~$1,301,761~~

~~Time-Vested Options~~2

~~12,780~~

~~25,560~~

—

~~$21.13~~

~~1/13/2027~~

—

~~24,520~~

—

~~$30.22~~

~~1/19/2028~~

~~Chip Blankenship~~

~~Stock Awards~~1

~~99,280~~

~~$1,673,861~~

~~225,020~~

~~$3,793,837~~

~~Time-Vested Options~~2

—

~~537,620~~

—

~~$30.22~~

~~1/19/2028~~

~~David P. Hess~~4

—

~~Mark J. Krakowiak~~

~~Stock Awards~~1

~~27,760~~

~~$468,034~~

—

~~Eric V. Roegner~~3

—

~~Calculated using the closing price of Arconic’s common stock on December 31, 2018, which was $16.86 per share.~~

Name	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (Exercisable)1 (#)	Number of Securities Underlying Unexercised Options (Unexercisable)1 (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested2 (#)	Market Value of Shares or Units of Stock That Have Not Vested3 ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested4 (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($)
(a)	(b)	(c)		(d)	(e)	(f)	(g)	(h)	(i)	(j)
John C. Plant5
Stock Awards							3,089,999	88,188,571	500,000	14,270,000
Kenneth J. Giacobbe6
Stock Awards							271,397	8,638,567	101,154	3,219,732
Time-Vested Options	53,978		—	—	$20.27	1/13/2027
	25,570		—	—	$28.98	1/19/2028
Neil E. Marchuk7
Stock Awards							254,011	8,085,170	117,474	3,739,197
Lola F. Lin8
Stock Awards							22,834	726,806	20,365	648,218
Michael N. Chanatry9
Stock Awards							106,218	3,380,919	34,943	1,112,236
Time-Vested Options	31,202		—	—	$22.60	4/16/2028
Tolga I. Oal10

~~Stock awards~~No new time-vested options were granted in column (g) include earned performance-based restricted share unit awards and time-vested restricted share unit awards. Stock awards in column (i) include unearned performance-based restricted share unit awards at the target level. Stock awards are in the form of restricted share units that ordinarily vest three years from the date of grant, generally subject to continued employment and are paid in common stock when they vest. As noted in footnote 3 of the previous “2018 Grants of Plan-Based Awards” table: 55,530 of Ms. Ramundo’s restricted share units will vest in full at the end of 2019; 99,280 of Mr. Blankenship’s restricted share units would have vested in full on the third anniversary of the grant date but were forfeited and canceled due to his separation from the Company; and Mr. Krakowiak’s 27,760 restricted share units would have vested ratably over a three-year period but were forfeited and canceled due to his separation from the Company.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation~~ ~~(continued)~~

~~Time-vested options include stock options granted on the annual grant date when the Compensation Committee met in January.~~2019-2021. Options ~~granted since 2009~~shown have a term of ten years and ordinarily vest ratably over three years (one-third each year), generally subject to continued ~~employment, other than 363,970 of Mr. Blankenship’s stock options, which would have vested~~employment.

Stock awards in ~~full on the fourth anniversary of the grant date but were forfeited~~column (g) include time-vested RSU awards and ~~canceled due~~earned PRSU awards, subject generally to ~~his separation from the Company.~~continued employment.

~~As Mr. Roegner~~Calculated using the closing price of Howmet Aerospace common stock on December 31, 2021, which was ~~not retirement-eligible~~$31.83 per share.

Stock awards in column (i) include unearned PRSU awards at the ~~time of his separation from the Company, any unvested~~target level. The awards will vest subject generally to continued employment and performance.

Mr. Plant’s stock awards, including earned PRSU awards vest as follows: 495,000 shares vested March 31, 2022; 2,094,999 shares will vest on March 31, 2023; and 500,000 shares will vest on January 1, 2024. Mr. Plant’s unearned PRSU awards will vest on March 31, 2023, if earned.

Mr. Giacobbe’s stock awards vest as follows: 78,961 shares vested February 28, 2022; 47,178 shares will vest on May 7, 2023; 20,258 shares will vest on May 10, 2024; and 125,000 shares will vest on June 28, 2024. Mr. Giacobbe’s unearned PRSU awards will vest as follows, if earned: 70,767 will vest on May 7, 2023 and 30,387 will vest on May 10, 2024.

Mr. Marchuk’s stock awards vest as follows: 50,694 shares vested March 15, 2022; 55,603 shares will vest on May 7, 2023; 22,714 shares will vest on May 10, 2024; and 125,000 shares will vest on June 28, 2024. Mr. Marchuk’s unearned PRSU awards will vest as follows, if earned: 83,404 will vest on May 7, 2023; and 34,070 will vest on May 10, 2024.

Ms. Lin’s stock awards vest as follows: 9,257 shares will vest on July 15, 2022; and 13,577 shares will vest on May 10, 2024. Ms. Lin’s unearned PRSU awards will vest as follows, if earned: 20,365 will vest on May 10, 2024.

Mr. Chanatry’s stock awards vest as follows: 32,922 shares vested February 28, 2022; 16,850 shares will vest on May 7, 2023; 6,446 shares will vest on May 10, 2024; and 50,000 shares will vest on June 28, 2024. Mr. Chanatry’s unearned PRSU awards will vest as follows, if earned: 25,274 will vest on May 7, 2023; and 9,669 will vest on May 10, 2024.

Mr. Oal’s outstanding equity awards were forfeited ~~and canceled.~~

~~Mr. Hess was granted 123,210 RSUs~~at termination in October 2017 relating to his Interim CEO role. The terms of such RSUs provide that the RSUs vest on January 15, 2018, with payment of the vested RSUs to be made in three equal installments on each of the first three anniversaries of the vesting date. This RSU award is disclosed in the “2018 Option Exercises and Stock Vested” table below and in the “2018 Nonqualified Deferred Compensation” table on page 61. Information about equity awards to Mr. Hess in connection with his service as a non-employee director is disclosed in the “2018 Director Compensation” section beginning on page 18.2021.

~~2018 Option Exercises and Stock Vested~~

Name Option Awards Stock Awards
Number of Shares
Acquired on Exercise
(#) Value Realized on
Exercise
($) Number of Shares
Acquired on Vesting
(#) Value Realized on
Vesting
($)
(a) (b) (c) (d) (e)
Kenneth J. Giacobbe — — 10,281 $312,851
Timothy D. Myers — — 9,809 $298,488
Katherine H. Ramundo — — — —
Chip Blankenship — — — —

David P. Hess1
— — 123,210 $3,746,816
Mark J. Krakowiak — — — —
Eric V. Roegner 31,760 $ 162,935 17,212 $523,761

Mr. Hess was granted 123,210 RSUs in October 2017 relating to his Interim CEO role. The terms of such RSUs provide that the RSUs vest on January 15, 2018, with payment of the vested RSUs to be made in three equal installments on each of the first three anniversaries of the vesting date. This RSU award is also disclosed in the “2018 Nonqualified Deferred Compensation” table on page 61. Information about equity awards to Mr. Hess in connection with his service as a non-employee director is disclosed in the “2018 Director Compensation” section beginning on page 18.

~~2018 CEO Pay Ratio~~

~~Background~~

Item 402(u) of the SEC’s Regulation S-K, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires disclosure of the ratio of the annual total compensation of our CEO to our median employee’s annual total compensation. The ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u).

~~Methodology and Determined Ratio~~

We determined the median annual total compensation by analyzing base salary and wages (including overtime, shift premium, etc.) for all active employees (annualized based on full-time or part-time hourly or salaried status for 2017 if employed for less than the full year) in and outside the United States as of December 31, 2017. Once the median employee was identified using this consistently-applied compensation metric (CACM), we calculated the median employee’s total compensation on the��

TABLE OF CONTENTS

~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation (continued)

~~basis of the proxy statement summary compensation table rules. The estimated total compensation of the median employee based on this methodology~~2021 Option Exercises and ~~criteria for 2018 is $50,232.~~Stock Vested

Name	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
(a)	(b)	(c)	(d)	(e)
John C. Plant	—	—	555,834	$18,183,607
Kenneth J. Giacobbe	5,255	$47,821	37,687	$1,045,814
Neil E. Marchuk	—	—	50,694	$1,613,083
Lola F. Lin	—	—	—	—
Michael N. Chanatry	—	—	27,470	$898,269
Tolga I. Oal	—	—	27,643	$919,130

For purposes of calculating the Company’s CEO pay ratio, the Company determined the total CEO compensation by adding Mr. Hess’s compensation in 2018 as Interim CEO until his resignation on January 15, 2018 (which does not include his cash retainer and RSU awards received as a board member), to Mr. Blankenship’s 2018 compensation as CEO beginning on January 15, 2018. As a result, the total CEO compensation was $17,724,625. Consequently, the annual CEO total compensation is 353 times that of the median annual total compensation of all other employees in 2018.

~~Additional Information~~

The total CEO compensation amount above includes special one-time sign on-awards of $650,000 in cash, $3,000,242 in RSUs and $4,000,030 in stock options that Mr. Blankenship received in accordance with the terms of his letter agreement upon his appointment as CEO. Excluding these special one-time sign-on awards, the total CEO compensation amount would be $10,074,353.

Consequently, the annual CEO total compensation excluding the special one-time sign-on awards would be 201 times that of the median annual total compensation of all other employees in 2018, which the Company believes would be the more relevant measure.

~~2018~~2021 Pension Benefits

Name1

Plan Name(s)

Years of
Credited
Service

Present
Value of
Accumulated
Benefits

Payments
During
Last Fiscal
Year

Kenneth J. Giacobbe

Howmet Aerospace Retirement Plan

13.78

$609,030

Excess Benefits Plan C

$840,396

Total

$1,449,426

N/A

~~Name~~1

~~Plan Name(s)~~

~~Years of~~
~~Credited~~
~~Service~~

~~Present~~
~~Value of~~
~~Accumulated~~
~~Benefits~~

~~Payments~~
~~During~~
~~Last Fiscal~~
~~Year~~

~~Kenneth J. Giacobbe~~

~~Arconic Retirement Plan~~

~~13.78~~

~~$377,115~~

~~Excess Benefits Plan C~~

~~$498,596~~

~~Total~~

~~$875,711~~

~~N/A~~

~~Timothy D. Myers~~

~~Arconic Retirement Plan~~

~~26.52~~

~~$949,231~~

~~Excess Benefits Plan C~~

~~$1,268,304~~

~~Total~~

~~$2,217,535~~

~~N/A~~

Messrs. Plant, Marchuk, Chanatry and Oal, and Ms. ~~Ramundo and Messrs. Blankenship, Krakowiak, Hess and Roegner~~Lin do not appear in the ~~table~~Pension Benefits Table as they are not eligible to participate in the defined benefit pension plan, which was closed to employees hired after March 1, 2006.

Valuation and ~~Assumptions:~~Assumptions. For a discussion of the valuation method and assumptions applied in quantifying the present value of the accumulated benefit, please refer to the following sections in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018:~~2021: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Pension and Other Postretirement Benefits” on page 34 and the disclosures on “Pension and Other Postretirement Benefits” in Note GH to the Consolidated Financial ~~Statements.~~Statements on pages 61 to 68, respectively.

Qualified Defined Benefit Plan. In ~~2018, Messrs.~~2021, Mr. Giacobbe ~~and Myers~~ participated in the ~~Arconic~~Howmet Aerospace Inc. Retirement Plan. The ~~Arconic Retirement~~ Plan is a funded, tax-qualified, non-contributory defined benefit pension plan that covers a majority of U.S. salaried ~~employees.~~employees hired prior to March 1, 2006. Benefits under the plan are based upon years of service and final average earnings as of March 31, 2018. Final average earnings include salary plus 100% of annual cash incentive compensation and are calculated using the ~~average of the~~ highest ~~five of the last ten years of earnings (high~~ consecutive five ~~for Mr. Giacobbe).~~years. The amount of annual compensation that may be taken into account under the ~~Arconic Retirement~~ Plan is subject to a limit imposed by the U.S. tax code, which was $275,000 for 2018. The base benefit payable at age 65 is 1.1% of final average earnings up to the Social Security covered compensation limit plus 1.475% of final average earnings above the Social Security covered compensation limit, times years of service. Final average earnings and service after April 1, 2018 are no longer reflected as the ~~company has~~Company moved all future benefits to the ~~Arconic~~Howmet Aerospace Retirement Savings Plan. Benefits are payable as a single life annuity, a reduced 50% joint and survivor annuity, a reduced 75% joint and survivor annuity, or a single lump sum payment, as permissible, after termination of employment.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation~~ ~~(continued)~~

Nonqualified Defined Benefit Plans. ~~Messrs.~~Mr. Giacobbe ~~and Myers participate~~participates in the Excess Benefits Plan C. This plan is a nonqualified plan which provides for benefits taking into account compensation that exceeds the limits on compensation imposed by the U.S. tax code. The benefit formula is identical to the ~~Arconic~~Howmet Aerospace Inc. Retirement Plan formula. Benefits under the nonqualified plan are payable as a reduced 50% joint and survivor annuity if the executive is married. Otherwise, the benefit is payable as a single life annuity.

TABLE OF CONTENTS

HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation (continued)

~~Arconic~~Howmet Aerospace Retirement Savings Plan. For U.S. salaried employees, the Company makes an Employer Retirement Income Contribution (ERIC) in an amount equal to 3% of salary and annual incentive eligible for contribution to the ~~Arconic Retirement Savings~~ Plan. This benefit was previously provided to employees hired after March 1, 2006, including Messrs. Blankenship, Krakowiak, Hess and Roegner and Ms. Ramundo, as a pension contribution in lieu of a defined benefit pension plan. However, following the freeze of pension accruals effective April 1, 2018, all salaried employees are now eligible. In addition to the 3% ERIC contributions, Messrs. Giacobbe and Myers were eligible for 3% transition contribution to the Arconic Retirement Savings Plan from April 1, 2018 through December 31, 2018, as were all other employees impacted by the freeze of pension accruals. The Company contributed $8,250 to each of the aforementioned individuals’ accounts in 2018 and $16,500 each to Messrs. Giacobbe and Myers. In addition, all U.S. salaried employees, including the named executive officers, are eligible to receive a Company matching contribution of 100% up to the first 6% of deferred salary. In ~~2018, the Company matching~~2021, these contribution ~~amount was $16,500 each for Messrs. Blankenship, Myers, Krakowiak and Roegner and Ms. Ramundo and $15,950 for Mr. Giacobbe. Mr. Hess did not make any contributions to the plan.~~ were as follows:

Name	3% ERIC			Company Matching Contribution
John C. Plant		$	8,700		$	17,400
Kenneth J. Giacobbe		$	8,700		$	17,104
Neil E. Marchuk		$	8,700		$	17,400
Lola F. Lin		$	8,438		$	11,000
Michael N. Chanatry		$	8,700		$	17,400
Tolga I. Oal		$	8,700		$	8,700

These amounts are included in the column “All Other Compensation” in the “~~2018~~2021 Summary Compensation ~~Table~~Table.” ~~on page~~ 54.

~~2018~~2021 Nonqualified Deferred Compensation

Name	Executive Contributions in 2018 ($)			Registrant Contributions in 2018 ($)			Aggregate Earnings in 2018 ($)			Aggregate Withdrawals Distributions ($)			Aggregate Balance at 12/31/2018 FYE ($)			Name	Executive Contributions in 2021 ($)			Registrant Contributions in 2021 ($)			Aggregate Earnings in 2021 ($)			Aggregate Withdrawals Distributions ($)			Aggregate Balance at 12/31/2021 FYE ($)
(a)	(b)			(c)			(d)			(e)			(f)			(a)	(b)			(c)			(d)			(e)			(f)
Kenneth J. Giacobbe		$	0		$	6,675		$	539 E			—		$	31,665	John C. Plant		$	78,600		$	117,900		$	21,370E		$	0		$	622,877	��
								$	0 D															$	0D
Timothy D. Myers		$	26,900		$	24,120		$	0 E			—		$	355,061	Kenneth J. Giacobbe		$	17,563		$	33,258		$	1,645E		$	0		$	146,673
								$	3,972 D															$	0D
Katherine H. Ramundo		$	16,500		$	36,203		$	0 E			—		$	96,080	Neil E. Marchuk		$	37,505		$	45,623		$	11,881E		$	0		$	231,924
								$	0 D															$	0D
Chip Blankenship		$	52,250		$	80,141		$	0 E			—		$	121,248	Lola F. Lin		$	0		$	0		$	0E		$	0		$	0
								$	0 D															$	0D
David P. Hess		$	3,746,8161		$	15,269		$	562 E		$	31,723		$	2,077,321	Mike N. Chanatry		$	109,163		$	28,865		$	123,728E		$	0		$	1,475,845
								$	0 D															$	754D
Mark J. Krakowiak		$	0		$	5,663		$	0 E			—		$	5,409	Tolga I. Oal		$	41,768		$	65,583		$	25,350E		$	0		$	368,221
								$	0 D															$	218D
Eric V. Roegner		$	51,662		$	14,486		$	0 E			—		$	1,919,131
								$	338 D

E—Earnings

D—Dividends on ~~Arconic~~Howmet Aerospace common stock or share equivalents

The investment options under the Company’s nonqualified Deferred Compensation Plan are the same choices available to all salaried employees under the ~~Arconic~~Company’s Retirement Savings Plan and the named executive officers do not receive preferential earnings on their investments. The named executive officers may defer up to 25% of their salaries in total to the ~~Arconic~~Company’s Retirement Savings Plan and Deferred Compensation Plan and up to 100% of their annual cash incentive compensation to the Deferred Compensation Plan.

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~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation (continued)

The Company contributes matching contributions on employee base salary deferrals that exceed the limits on compensation imposed by the U.S. tax code. In 2018, the Company matching contribution amount was $52,250 for Mr. Blankenship, $16,050 for Mr. Myers, $16,500 for Ms. Ramundo and $2,713 for Mr. Roegner. No matching contributions were made for Messrs. Giacobbe, Krakowiak, or Hess, as they did not make any deferred elections under the plan.

In addition, when the U.S. tax code limits Employer Retirement Income Contributions (ERIC) ~~and 2018 transition contributions, if applicable, to~~, the ~~Arconic Retirement Savings Plan are reached, the~~ ERIC ~~and transition~~ contributions are made into the Deferred Compensation Plan. In 2018, the Company contributed $27,891 for Mr. Blankenship, $6,675 for Mr. Giacobbe, $8,070 for Mr. Myers, $5,663 for Mr. Krakowiak, $19,703 for Ms. Ramundo, $15,269 for Mr. Hess and $11,774 for Mr. Roegner.2021, these contributions were as follows:

Name	3% ERIC			Company Matching Contribution
John C. Plant		$	39,300		$	78,600
Kenneth J. Giacobbe		$	24,320		$	8,938
Neil E. Marchuk		$	26,658		$	18,965
Lola F. Lin		$	0		$	0
Michael N. Chanatry		$	15,890		$	12,975
Tolga I. Oal		$	32,565		$	33,018

These amounts are included in the column “All Other Compensation” in the “~~2018~~2021 Summary Compensation ~~Table~~Table.” on ~~page 54~~.

All nonqualified pension and deferred compensation obligations are general unsecured liabilities of the Company until paid. Upon termination of employment, deferred compensation will be paid in cash as a lump sum or in up to ten annual installments, depending on the individual’s election, account balance and retirement eligibility. The foregoing terms do not apply to the RSUs granted to Mr. Hess as Interim CEO, which vested on January 15, 2018, with payment of the vested RSUs to be made in three equal installments on each of the first three anniversaries of the vesting date.

Potential Payments upon Termination or Change in Control

Mr. Plant Letter Agreement Termination Protections. Per his letter agreements, if Mr. Plant’s employment with the Company was terminated without cause or he terminated his employment for good reason or due to his death or disability as of December 31, 2021, he would have been entitled to:

If his employment is terminated without cause or for good reason, a cash severance payment of $3,200,000;

ii.

If his employment is terminated without cause or for good reason, immediate vesting of the outstanding portion of his April 2, 2020 and June 9, 2020 RSU awards, which were valued at $31,531,468 on December 31, 2021; and if terminated due to his death or disability, immediate vesting of a prorated portion of those awards, which were valued at $11,827,647 on December 31, 2021;

iii.

If his employment is terminated without cause or for good reason or due to his death or disability, immediate vesting of the 1,600,000 PRSUs granted in 2020 that were earned in 2020 and 2021 through the achievement of the stock price hurdles, which were valued at $50,928,000 on December 31, 2021, with the remaining 500,000 PRSUs forfeited; and

iv.

If his employment is terminated without cause or for good reason, immediate vesting of his October 14, 2021 award, which was valued at $15,915,000 on December 31, 2021; and if terminated due to his death or disability, immediate vesting of a prorated portion of the award, which was valued at $1,534,450 on December 31, 2021.

Per his letter agreements, if after a change in control on December 31, 2021, Mr. Plant’s employment with the Company was terminated without cause or he left for good reason, Mr. Plant would be entitled to:

If the termination occurred within two years of a change in control, a cash payment equal to $20,286,500, which is the product of 650,000 multiplied by the Average Price, as defined in his letter agreements, on the day prior to the change in control.

ii.

Immediate vesting of the outstanding portion of his April 2, 2020 and June 9, 2020 RSU awards, which were valued at $31,531,468 on December 31, 2021;

iii.

Immediate vesting of the 1,600,000 PRSUs granted in 2020 that were earned in 2020 and 2021 through the achievement of the stock price hurdles, which were valued at $50,928,000 on December 31, 2021, with the remaining 500,000 PRSUs forfeited; and

iv.

Immediate vesting of his October 14, 2021 RSU award, which was valued at $15,915,000 on December 31, 2021.

Mr. Plant also entered into a confidentiality, developments, non-competition and non-solicitation agreement with the Company, which includes a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants that apply during employment and for a period of one year following termination of employment for any reason.

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HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation (continued)

Executive Severance Plan. ~~All of the NEOs, other than Mr. Hess,~~Messrs. Giacobbe, Marchuk, and Chanatry and Ms. Lin were eligible for the Company’s Executive Severance Plan during ~~2018.~~2021. The plan provides that, upon a termination of employment without cause and subject to execution and non-revocation of a general release of legal claims against the Company, the ~~applicable NEO~~participant will ~~receive~~receive:

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, a cash severance payment equal to one year of base salary and one year of target annual cash incentive, ~~(two years~~and for ~~the Chief Executive Officer),~~Mr. Chanatry, a cash severance payment equal to one year of base salary.

II.

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, continued health care benefits for a two-year period, and for Mr. Chanatry, continued health care benefits for a one-year period.

III.

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, a cash payment equal to two additional years of retirement accrual, and for Mr. Chanatry, a cash payment equal to one year of additional retirement accrual, calculated as described in the plan.

The following table shows the severance payments and benefits that would have been payable to ~~Messrs. Blankenship, Giacobbe, Myers and Krakowiak and Ms. Ramundo~~the NEOs under the Executive Severance Plan upon a termination without cause on December 31, 2018. Mr. Hess was not eligible for the Executive Severance Plan. In connection with Mr. Roegner’s separation from the Company in July 2018, he received severance payments and benefits pursuant to the Executive Severance Plan—see the “~~2018 Summary Compensation Table” and the accompanying footnotes above.~~2021.

Name	Estimated Net Present Value of Cash Severance Payments			Estimated Net Present Value of Two Years Additional Retirement Accrual			Estimated net present value of continued active health care benefits			Total			Name	Cash Severance Payment			Additional Retirement Accrual			Value of continued active health care benefits			Total
Kenneth J. Giacobbe		$	1,004,731		$	60,284		$	39,692		$	1,104,707	Kenneth J. Giacobbe		$	1,200,000		$	142,796		$	47,093		$	1,389,889
Timothy D. Myers		$	1,065,210		$	63,913		$	40,334		$	1,169,457	Neil E. Marchuk		$	1,270,000		$	76,200		$	16,110		$	1,362,310
Katherine H. Ramundo		$	1,073,014		$	64,381		$	591		$	1,137,986	Lola F. Lin		$	1,100,000		$	66,000		$	30,052		$	1,196,052
Chip Blankenship		$	6,096,671		$	182,900		$	40,334		$	6,319,905	Michael N. Chanatry		$	515,000		$	26,265		$	300		$	541,565
Mark J. Krakowiak		$	853,534		$	51,212		$	1,963		$	906,709

Change in Control Severance ~~Plan.~~Benefits. ~~All of the NEOs, other than Mr. Hess,~~Messrs. Giacobbe, Marchuk, and Chanatry and Ms. Lin were eligible for the Company’s Change in Control Severance Plan during ~~2018.~~2021. The plan is designed to serve shareholders by assuring that the Company will have the continued dedication of the covered executives, notwithstanding the possibility, threat or occurrence of a change in control. These protections are intended to encourage the executives’ full attention and dedication to the Company in the event of any threatened or pending change in control, which can result in significant distraction by virtue of the personal uncertainties and risks that executives frequently face under such circumstances. Severance benefits under the Change in Control Severance Plan are provided upon a termination of employment without cause or resignation by the executive for good reason, in either case within two years after a change in control of the Company.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Executive Compensation~~ ~~(continued)~~

Upon a qualifying termination, the severance benefits under the Change in Control Severance Plan are: ~~(i)~~

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, a cash payment equal to two times annual salary plus target annual cash incentive compensation, ~~(ii)~~and for Mr. Chanatry, a cash payment equal to one-and-a-half times annual salary plus target annual cash incentive compensation.

ii.

A cash payment equal to the target annual cash incentive compensation amount prorated through the severance date, ~~(iii)~~

iii.

For Mr. Giacobbe, Mr. Marchuk, and Ms. Lin, continuation of health care benefits for two years, ~~(iv)~~and for Mr. Chanatry, continued health care benefits for 18 months.

iv.

For Mr. Giacobbe, two additional years of ~~applicable~~ pension credit and company savings plan ~~contributions,~~contributions; for Mr. Marchuk and ~~(v) six~~Ms. Lin, two additional years of savings plan contributions; and for Mr. Chanatry, one-and-a-half additional years of company savings plan contributions.

Six months of outplacement benefits. ~~The multiple on the benefits (i-iv) for the Chief Executive Officer is three.~~

There is no excise tax gross-up provision under the Plan.

The terms of the 2013 ~~Arconic~~Howmet Aerospace Stock Incentive Plan, as Amended and Restated, provide that unvested equity awards, including awards held by the continuing NEOs, do not immediately vest upon a change in control if a replacement award is provided. However, the replacement award will vest immediately if, within a two-year period following a change in control, a plan participant is terminated without cause or leaves for good reason. ~~Performance-based~~In general, performance-based stock awards (other than those granted to Mr. Plant, as described above) will be converted to time-vested stock awards upon a change in control under the following terms: (i)��if 50% or more of the performance period has been completed as of the date on which the change in control has occurred, then the number of shares or the value of the award will be based on actual performance

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HOWMET AEROSPACE | 2022 Proxy Statement

Executive Compensation (continued)

completed as of the date of the change in control; or (ii) if less than 50% of the performance period has been completed as of the date on which the change in control has occurred, then the number of shares or the value of the award will be based on the target number or value.

The following table shows the severance payments and benefits that would have been payable ~~to the eligible NEOs under the Change in Control Severance Plan~~ if both a change in control and a termination without cause or resignation for good reason occurred on December 31, ~~2018, under the terms of the plan as in effect on such date,~~2021, as well as the ~~estimated net present~~ value of the unvested equity awards that would have become vested upon such termination or resignation. Equity award values are estimated using the Company’s closing stock price on December 31, ~~2018,~~2021, which was ~~$16.86~~$31.83 per share. ~~Mr. Hess was not eligible for the Change in Control Severance Plan.~~

~~Change in Control Severance Benefits~~

Name	Estimated net present value of change in control severance and benefits			Name	Value of change in control severance and benefits			Value of equity awards on 12/31/2021 that would have immediately vested
Kenneth J. Giacobbe		$	4,287,661	Kenneth J. Giacobbe		$	2,661,889		$	11,858,298
Timothy D. Myers		$	4,225,791	Neil E. Marchuk		$	2,708,510		$	11,824,368
Katherine H. Ramundo		$	4,366,013	Lola F. Lin		$	2,362,052		$	1,375,024
Chip Blankenship		$	16,108,721	Michael N. Chanatry		$	1,399,457		$	4,493,155
Mark J. Krakowiak		$	2,368,783

Retirement Benefits. If Mr. Giacobbe had voluntarily terminated employment as of December 31, ~~2018,~~2021, it is estimated that his pension would have paid an annual annuity of ~~$43,726~~$49,275, starting ~~at age 55. If Mr. Myers had voluntarily terminated employment as of December 31, 2018, it is estimated that his pension would have paid an annual annuity of $204,591 starting at age 62.~~

immediately. Messrs. ~~Blankenship~~Plant, Marchuk, and ~~Krakowiak~~Chanatry and Ms. ~~Ramundo~~Lin were not eligible to participate in the defined benefit pension plan, which was closed to employees hired after March 1, 2006 and subsequently frozen to future benefit accruals as of April 1, 2018.

2021 CEO Pay Ratio

Background

Item 402(u) of the SEC’s Regulation S-K requires disclosure of the ratio of the annual total compensation of our CEO to our median employee’s annual total compensation. The ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u).

Methodology and Determined Ratio

The pay ratio disclosure rule permits companies to identify the median employee only once every three years, provided that there has not been a change in employee population or employee compensation arrangements that would significantly change the pay ratio disclosure. However, the total compensation amounts for both the median employee and the CEO to calculate the CEO pay ratio are required to be updated and disclosed on an annual basis.

In 2020, we determined the median employee by analyzing base salary and wages (including overtime, shift premium, etc.) for all active employees (annualized based on full-time or part-time hourly or salaried status for 2020 if employed for less than the full year) in and outside the United States as of December 31, 2020. For 2021, we calculated the median employee’s total compensation in accordance with the rules applicable to disclosure of compensation in the summary compensation table. The estimated total compensation of the median employee based on this methodology and criteria for 2021 is $58,921.

For purposes of calculating the Company’s CEO pay ratio, the Company determined the total CEO compensation by adding together the total compensation for Messrs. Plant and Oal, who were Co-CEOs of the Company in 2021 until Mr. Plant became the sole CEO on October 14, 2021. As a result, the total CEO compensation was $24,424,606. Consequently, the annual CEO total compensation is 415 times that of the median annual total compensation of all other employees in 2021.

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~~2019~~HOWMET AEROSPACE | 2022 Proxy Statement

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~

We are seeking shareholder approval to amend and restate the 2013 Arconic Stock Incentive Plan, as Amended and Restated (the “2013 Plan” or “Amended 2013 Plan,” as applicable), to authorize 20,000,000 additional shares of common stock for issuance thereunder, to extend the term of the plan by one year and to adopt certain other changes described below. In February 2019, the Board of Directors approved the Amended 2013 Plan, subject to approval by shareholders at the May 2019 annual meeting. If approved, the Amended 2013 Plan will become effective on May 14, 2019 (the “Amendment Effective Date”). If the Amended 2013 Plan is not approved by shareholders, then the existing 2013 Plan will continue in full force and effect, for as long as shares remain available for issuance thereunder.

~~Board Recommendation~~

The Board recommends that you vote for approval of the Amended 2013 Plan. The Board believes that it is in the best interests of the Company and our shareholders to approve the Amended 2013 Plan so that we have sufficient shares available to continue to offer equity awards and motivate outstanding employee performance. Based on the amount of awards granted in the past, as discussed in more detail below, the shares remaining available for awards under the 2013 Plan will be insufficient to satisfy our equity compensation needs beyond 2021. The 2013 Plan is the Company’s only active employee equity plan. If our shareholders do not approve the Amended 2013 Plan, we will experience a shortfall of shares available for issuance for stock-based compensation awards that may adversely affect our ability to attract, retain and reward employees who contribute to our long-term success, placing us at a competitive disadvantage.

~~The Board of Directors recommends a vote “FOR” ITEM 4, the approval of the 2013 Arconic Stock Incentive Plan, as Amended and Restated, including increase of reserved shares~~

~~Outstanding Awards~~

Set forth below is information regarding awards currently outstanding under the 2013 Plan and the 2009 Alcoa Stock Incentive Plan. The Company made its annual equity grant to employees in February 2019 and those awards are included in the data below.

~~Selected Data as of March 15, 2019:~~

Does not include employment inducement awards granted outside of the Company’s stock incentive plans pursuant to the exemption from shareholder approval under the NYSE’s Listed Company Manual Rule 303A.08. Such awards were granted on February 15, 2019, consisting of 1,000,000 restricted share units granted to Chairman and CEO, John C. Plant, and 385,000 restricted share units granted to President and COO, Elmer L. Doty.

Under the 2013 Plan, stock-based awards are granted from a pool of available shares, with stock options and stock appreciation rights counting against such pool as 1 share and restricted shares and restricted share units (full value awards) counting as 2.33 shares (this share counting rule is unchanged under the Amended 2013 Plan).

For additional information regarding stock-based awards previously granted, see Note I to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

~~Request for Increase in Share Reserve for the Amended 2013 Plan~~

We are requesting 20,000,000 shares to be added to our share reserve under the Amended 2013 Plan. Unless and until the Amended 2013 Plan is approved by our stockholders, no awards may be granted thereunder with respect to the additional shares for which we are requesting approval. The Amended 2013 Plan has a total fungible equity pool, assigning a ratio for counting usage of shares upon issuance of stock options and stock appreciation rights of one to one so that a grant of a stock option or stock appreciation right will be counted against the share limit as one share of common stock, and assigning a ratio for counting usage of shares upon issuance of restricted shares, restricted share units or other awards (that is, full value awards) of 2.33 to one, so that any grant of a full value award will be counted against the maximum share limit as 2.33 shares of common stock.

Our potential dilution, or “overhang,” from outstanding awards and shares available for future awards under the Amended 2013 Plan is approximately 6.5%. This percentage is calculated on a fully-diluted basis, by dividing the total shares underlying outstanding stock-based awards (15,788,158) plus the shares available for future awards under the Amended 2013 Plan (15,695,465) (together, the numerator) by the total shares of Company common stock outstanding as of March 25, 2019 (453,083,173) plus the number of shares in the numerator.

We have calculated that the average “burn rate” for awards that we granted in the last three fiscal years is approximately 1.2%. “Burn rate” is the number of awards granted (stock options and restricted share units) divided by the weighted average number of common shares outstanding (basic). We calculated our average burn rate based on awards that we have granted during fiscal years 2016, 2017 and 2018 without applying any multiplier to the number of restricted share units granted.

Based solely on the average rate at which awards were granted over the past three fiscal years, and assuming that future awards under the Amended 2013 Plan would be made at this average rate, the total number of shares available for grant under the Amended 2013 Plan is calculated to last approximately three to four years. However, the amount of shares granted in the past is not necessarily indicative of the amount that may be granted in the future. The amount of future grants is not currently known and will depend on various factors that cannot be predicted, including but not limited to the stock price of the Company’s common stock on the future dates of grant, the volatility of the stock and the types of awards that will be granted.

~~Material Changes to the 2013 Plan~~

~~The following summary highlights the proposed material changes to the 2013 Plan. The Amended 2013 Plan also includes other administrative, clarifying, and conforming changes.~~

•

The number of shares reserved for issuance pursuant to awards granted under the Amended 2013 Plan has been increased by 20,000,000 shares to an aggregate of 66,666,666 shares since the inception of the plan in 2013.

•

~~The term of the plan has been extended by one year, such that the Amended 2013 Plan will expire on May 2, 2024.~~

•

The minimum vesting requirements have been revised to mandate a vesting period of at least one year for all awards (other than substitute awards and non-employee director awards that have a vesting period of at least 50 weeks), except with respect to awards relating to 5% of the shares available for grant as of the Amendment Effective Date (the previous minimum vesting provision required a three-year pro-rata vesting period for restricted shares and restricted share units, one year for options and stock appreciation rights and no minimum vesting for other awards).

•

The 2013 Plan has been updated to reflect the Tax Cuts and Jobs Act and that it is no longer possible to grant performance awards to covered employees that qualify for a deduction limit exception under Section 162(m) of the Code. For grants of performance awards to executive officers, the Amended 2013 Plan retains individual award limits, while increasing the limit for restricted share units or restricted share awards from 1,333,333 to 1,500,000 award shares per calendar year, and includes certain other performance award rules similar to those previously required under Section 162(m), in each case unless otherwise expressly determined by the Compensation and Benefits Committee of the Board.

•

The existing prohibition on the payment of dividends or dividend equivalents on unvested or unearned restricted share units has been extended to apply to all awards, including restricted shares and other awards.

•

The definition of “fair market value” has been revised, so that where the Amended 2013 Plan requires the value of the shares to be determined as of a particular date but the NYSE is not open for business on such date, the value of a share will generally be determined by reference to the closing price reported for the immediately preceding NYSE business day, rather than on the next following business day.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

~~Key Governance Terms and Practices under the Amended 2013 Plan~~

The Amended 2013 Plan includes a number of provisions that promote best practices by reinforcing the alignment between equity compensation arrangements for eligible employees and non-employee directors and shareholders’ interests. These provisions include, but are not limited to, the following:

•

~~No Liberal Share Recycling.~~ Shares will not be added back to the available pool of shares authorized under the Amended 2013 Plan when shares are (i) tendered in payment of the purchase price of a stock option or other award, (ii) withheld for taxes, (iii) purchased with the proceeds of an option exercise or (iv) subject to a stock appreciation right but not issued upon settlement thereof.

•

~~Minimum Vesting Periods.~~ ~~Generally, all awards granted under the Amended 2013 Plan will have a minimum vesting period of one year measured from the date the award is granted, except as described above, as well as under “Minimum Vesting Requirements~~.”

•

~~Limitation on Payment of Dividends or Equivalents.~~ ~~The Amended 2013 Plan prohibits the payment of dividends or dividend equivalents in any form prior to the vesting of any award.~~

•

~~Double-Trigger Equity Vesting upon a Change in Control.~~ The Amended 2013 Plan does not provide for “single-trigger” vesting acceleration upon a change in control (vesting may occur only if awards are not assumed or replaced). It provides for “double-trigger” vesting of awards that are assumed or replaced by an acquirer, which generally means that vesting would accelerate only if the participant is terminated without cause or quits for good reason (as those terms are defined in the Arconic Inc. Change in Control Severance Plan) within 24 months following the change in control.

•

~~No Repricing.~~ The Amended 2013 Plan expressly prohibits repricing of stock options or stock appreciation rights, whether by reducing the exercise price, granting replacement awards with a lower exercise price or replacing underwater awards with cash.

•

~~Clawback Feature.~~ The Amended 2013 Plan contains a clawback feature reflecting the policy previously adopted by the Company and further authorizes the Company to recover from participants awards or payments as may be required under any Company recoupment policy then in effect or any recoupment requirement imposed by applicable laws, including pursuant to the Dodd-Frank Act. See “~~Corporate Governance—Recovery of Incentive Compensation” on page~~ 31. In addition, the Amended 2013 Plan authorizes cancellation of awards if a participant engages in conduct that is injurious to the Company, monetarily, reputationally or otherwise, as well as in certain other circumstances.

•

~~Non-Employee Director Compensation Limit.~~ ~~The Amended 2013 Plan limits the aggregate amount of compensation payable to an individual as compensation for services as a non-employee director in a calendar year, whether in cash or in equity.~~

•

~~No Discounted or Reload Stock Options.~~ The exercise price of a stock option or stock appreciation right under the Amended 2013 Plan may not be less than the fair market value of the Company’s common stock on the date such award is granted, except in connection with an adjustment upon a capitalization event or as provided for substitute awards (see “Adjustment Provision” and “Substitute Awards” below). Stock options with a reload feature will not be granted under the Amended 2013 Plan.

~~Principal Features of the Amended 2013 Plan~~

In this section we have summarized the principal features of the Amended 2013 Plan. This summary is not a complete description of the Amended 2013 Plan and is qualified in its entirety by reference to the full text of the Amended 2013 Plan, which is attached as Attachment D.

~~Purpose of the Amended 2013 Plan~~

The purpose of the Amended 2013 Plan is to encourage participants to acquire a proprietary interest in the long-term growth and financial success of the Company and to further link the interests of such individuals to the long-term interests of shareholders.

The Amended 2013 Plan authorizes the plan administrator, which will generally be the Compensation and Benefits Committee of the Board of Directors, to grant stock-based awards to employees of the Company and its subsidiaries. The Amended 2013 Plan also authorizes the Board of Directors, upon the recommendation of the Governance and Nominating Committee of the Board, to make stock-based awards to non-employee directors.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

~~Limitation on Authorized Shares and Fungible Equity Pool~~

If the Amended 2013 Plan is approved by shareholders, the maximum aggregate number of shares of our common stock authorized to be granted under the Amended 2013 Plan will be 66,666,666 shares, plus shares subject to any outstanding awards under prior plans as of the initial effective date of the 2013 Plan, to the extent that such awards are subsequently forfeited, cancelled or expire, subject to adjustment as described below under “~~Adjustment Provision~~.” Such number of reserved shares reflects the reverse stock split of the Company’s common stock at a ratio of 1 for 3, effective October 5, 2016. This share pool represents an increase of 20,000,000 shares to the shares available for grant under the 2013 Plan.

Shares subject to awards under the Amended 2013 Plan that are forfeited, cancelled or expire will become available for issuance thereunder. Shares tendered in payment of the purchase price of a stock option or other award or withheld to pay taxes may not be added back to the available pool of shares authorized under the Amended 2013 Plan, nor may shares purchased using option proceeds or not issued upon settlement of a stock appreciation right.

~~Administration of the Amended 2013 Plan~~

Under the Amended 2013 Plan, the Compensation and Benefits Committee of the Board (for purposes of this Item, the “Committee”), which is composed of non-employee directors, has authority to grant awards to employees of the Company and its subsidiaries, and the full Board of Directors has authority to grant awards to non-employee directors upon the recommendation of the Governance and Nominating Committee.

The Board of Directors also may assume responsibilities otherwise assigned to the Committee. The Board may not amend the Amended 2013 Plan without shareholder approval if such approval would be required pursuant to applicable law or the requirements of the New York Stock Exchange or such other stock exchange on which the shares trade. The Board or the Committee generally may not amend the Amended 2013 Plan or the terms of any award previously granted without the consent of the affected participant, if such action would materially impair the rights of such participant under any outstanding award. Neither the Board nor the Committee may amend the terms of any stock option or stock appreciation right to reduce its exercise price, or cancel or replace any outstanding options or stock appreciation rights in exchange for options or rights with lower exercise prices, or for other awards or cash at a time when the exercise price of such stock options or stock appreciation rights is higher than the fair market value of a share of the Company’s stock.

The Committee has the authority, subject to the terms of the Amended 2013 Plan, to select employees to whom it will grant awards, to determine the types of awards and the number of shares covered, to set the terms and conditions of the awards, to cancel or suspend awards and to modify outstanding awards. The Committee also has authority to interpret the Amended 2013 Plan, to establish, amend and rescind rules applicable to the Amended 2013 Plan or awards under the Amended 2013 Plan, to approve the terms and provisions of any agreements relating to Amended 2013 Plan awards, to determine whether any corporate transaction, such as a spin-off or joint venture, will result in a participant’s termination of service, to make adjustments in performance award criteria or in the terms and conditions of other awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles and to make all determinations relating to awards under the Amended 2013 Plan. The Board of Directors has similar authority with respect to awards to non-employee directors. The Amended 2013 Plan permits delegation of certain authority to executive officers in limited instances to make, cancel or suspend awards to employees who are not Arconic directors or executive officers, and the Committee may delegate other of its administrative powers to the extent not prohibited by applicable laws.

~~Eligibility~~

All employees of Arconic and its subsidiaries and all non-employee directors of Arconic are eligible to be selected as participants. As of December 31, 2018, approximately 43,000 employees, including six executive officers, and 12 non-employee directors were eligible to receive awards under the Amended 2013 Plan. As of March 15, 2019, approximately 1,650 employees, including seven executive officers, and ten non-employee directors hold awards under the Amended 2013 Plan.

~~Term~~

~~No award may be granted under the Amended 2013 Plan after May 2, 2024.~~

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

~~Shares Issuable for Awards~~

Shares of Arconic common stock issuable under the Amended 2013 Plan may come from authorized but unissued shares, treasury shares, shares purchased on the open market or otherwise or any combination of the foregoing.

~~Types of Awards~~

~~The following types of awards may be granted under the Amended 2013 Plan:~~

•

~~Nonqualified stock options (without reload features);~~

•

~~Stock appreciation rights;~~

•

~~Restricted shares;~~

•

~~Restricted share units; and~~

•

~~Other forms of awards authorized by the Amended 2013 Plan.~~

~~These forms of awards may have a performance feature under which the award is not earned unless performance goals are achieved.~~

~~Minimum Vesting Requirements~~

The Amended 2013 Plan mandates a minimum one-year vesting period for all awards granted thereunder, except that up to 5% of the shares available for grant as of the Amendment Effective Date may be made subject to awards that do not have such a minimum vesting requirement. The minimum vesting requirement does not apply to substitute awards or to awards granted to non-employee directors which vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of the Company’s shareholders (provided such next annual meeting is at least 50 weeks after the immediately preceding year’s annual meeting). The minimum vesting requirement does not prevent the Company from granting awards that contain rights to accelerated vesting on a termination of employment or service or otherwise accelerating vesting, as provided in the Amended 2013 Plan.

~~Stock Option Awards~~

Under the Amended 2013 Plan, stock option awards entitle a participant to purchase shares of Arconic common stock during the option term at a fixed price that may not be less than the fair market value of the Company’s common stock on the date of grant, except in connection with an adjustment upon a capitalization event or as provided for substitute awards (see ~~“Adjustment Provision”~~ ~~and~~ ~~“Substitute Awards”~~ below). The maximum term of stock options granted is ten years. The Committee has discretion to cap the amount of gain that may be obtained in the exercise of the stock option. The option price must be paid in full by the participant upon exercise of the option, in cash, shares or other consideration having a fair market value equal to the option price or by a combination of cash, shares or other consideration specified by the Committee.

~~Stock Appreciation Rights~~

A stock appreciation right (SAR) entitles the holder to receive, on exercise, the excess of the fair market value of the shares on the exercise date (or, if the Committee so determines, as of any time during a specified period before the exercise date) over the SAR grant price. The SAR grant price is set by the Committee and may not be less than the fair market value of the Company’s common stock on the date of grant, except in connection with an adjustment upon a capitalization event or as provided for substitute awards. The Committee may grant SAR awards as stand-alone awards or in combination with a related stock option award under the Amended 2013 Plan. Payment by the Company upon exercise will be in cash, stock or other property or any combination of cash, stock or other property as the Committee may determine. The Committee has discretion to cap the amount of gain that may be obtained in the exercise of a stock appreciation right. The maximum term of stock appreciation rights is ten years, or if granted in tandem with an option, the expiration date of the option.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

~~Restricted Shares~~

A restricted share is a share issued with such contingencies or restrictions as the Committee may impose. Until the conditions or contingencies are satisfied or lapse, the stock is subject to forfeiture. A recipient of a restricted share award has the right to vote the shares and receive dividends on them upon vesting, unless the Committee determines otherwise. If the participant ceases to be an employee before the end of the contingency period, the award is forfeited, subject to such exceptions as authorized by the Committee.

~~Restricted Share Units~~

A restricted share unit is an award of a right to receive, in cash or shares, as the Committee may determine, the fair market value of one share of Company common stock, on such terms and conditions as the Committee may determine.

~~Other Awards~~

Other awards of shares and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares or other property may be granted to eligible individuals, subject to such terms and conditions as approved by the Committee.

~~Performance Awards~~

A performance award may be in any form of award permitted under the Amended 2013 Plan. We have in the past granted performance awards in the form of restricted share units. The Committee may select periods of at least one year during which performance criteria chosen by the Committee are measured for the purpose of determining the extent to which a performance award has been earned. The Committee decides whether the performance levels have been achieved, what amount of the award will be paid and the form of payment, which may be cash, stock or other property or any combination thereof. Unless otherwise determined by the Committee, performance awards granted to executive officers will be subject to additional terms (see “~~Performance Awards Granted to Executive Officers” below)~~.

~~Dividends and Dividend Equivalents~~

No dividends or dividend equivalents may be paid on stock options or stock appreciation rights. Dividend equivalents may not be paid on any unvested restricted share units but will be accrued and paid only if and when the restricted share units vest. No dividends or dividend equivalents may be paid on unearned performance-based restricted share units. In no event will any other award under the Amended 2013 Plan provide for the participant’s receipt of dividends or dividend equivalents in any form prior to the vesting of such award or applicable portion of such award.

~~Substitute Awards~~

The Committee may grant awards to employees of companies acquired by Arconic or a subsidiary in exchange or substitution for, or upon assumption of, outstanding stock-based awards issued by the acquired company. Shares covered by substitute awards will not reduce the number of shares otherwise available for award under the Amended 2013 Plan.

~~Stock Option and SAR Repricing Prohibited~~

The Amended 2013 Plan prohibits repricing of stock options or stock appreciation rights without shareholder approval. Repricing means the cancellation of an option or stock appreciation right in exchange for cash or other awards at a time when the exercise price of such option or stock appreciation right is higher than the fair market value of a share of the Company’s stock, the grant of a new stock option or stock appreciation right with a lower exercise price than the original option or stock appreciation right, or the amendment of an outstanding award to reduce the exercise price. The grant of a substitute award (as described above) is not a repricing, nor is an adjustment upon a capitalization event.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

~~Non-Employee Director Compensation Limit~~

Notwithstanding any other provision in the Amended 2013 Plan or in any Company policy regarding non-employee director compensation, the maximum amount of total compensation payable to a non-employee director for services in a calendar year may not exceed $750,000, calculated as the sum of (i) the grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of all awards payable in shares and the maximum cash value of any other award granted under the Amended 2013 Plan, plus (ii) cash compensation in the form of Board and committee retainers and meeting or similar fees. Compensation counts towards this limit for the calendar year in which it is granted or earned by a non-employee director, and not later when distributed, in the event it is deferred.

~~Adjustment Provision~~

The Amended 2013 Plan defines certain transactions with our shareholders, not involving our receipt of consideration, that affect the shares or the share price of the Company’s common stock as “equity restructurings” (e.g., a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend). In the event that an equity restructuring occurs, the Committee will adjust the terms of the Amended 2013 Plan and each outstanding award as it deems equitable to reflect the equity restructuring, which may include (i) adjusting the number and type of securities subject to each outstanding award and/or adjusting the number of shares available under the Amended 2013 Plan or the individual award limitations, (ii) adjusting the terms and conditions of (including the grant or exercise price), and the performance targets or other criteria included in, outstanding awards; and (iii) granting new awards or making cash payments to participants. Such adjustments will be nondiscretionary, although the Committee will determine whether an adjustment is equitable.

Other types of transactions may also affect the Company’s common stock, such as a dividend or other distribution, reorganization, merger or other changes in corporate structure. In the event that there is such a transaction, which is not an equity restructuring, or in the case of other unusual or nonrecurring transactions or events or changes in applicable laws, regulations or accounting principles, the Committee will determine, in its discretion, whether any adjustment to the Amended 2013 Plan and/or to any outstanding awards is appropriate to prevent any dilution or enlargement of benefits under the Amended 2013 Plan or to facilitate such transactions or events or give effect to such changes in laws, regulations or principles.

~~Consideration for Awards~~

Unless otherwise determined by the Committee, and except as required to pay the purchase price of stock options, recipients of awards are not required to make any payment or provide consideration other than rendering of services.

~~Transferability of Awards~~

Awards may be transferred by laws of descent and distribution or to a guardian or legal representative or, unless otherwise provided by the Committee or limited by applicable laws, to family members or a trust for family members; provided however, that awards may not be transferred to a third party for value or consideration.

~~Change in Control Provisions~~

The definition of change in control generally provides that if one of the following events has occurred, a change in control of Arconic will have happened: (i) the acquisition by an individual, entity or group of 30% or more of the Company’s common stock or the combined voting power of all voting securities of the Company, subject to certain exceptions, (ii) individuals who, as of May 24, 2017, constituted the Board (the “Incumbent Board”) ceasing for any reason to constitute at least a majority of the Board, subject to certain exceptions providing, in general, that directors joining the Board after May 24, 2017 whose election or nomination is approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered members of the Incumbent Board, (iii) the consummation of certain corporate transactions involving the Company, and (iv) approval by the shareholders of the Company of a plan of complete liquidation or dissolution of the Company.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

The Amended 2013 Plan provides for double-trigger equity vesting in the event of a change in control. If outstanding awards under the Amended 2013 Plan are replaced by the acquirer or related entity in a change in control of the Company, those replacement awards will not immediately vest on a “single trigger” basis, but would accelerate only if the participant is terminated without cause or quits for good reason (as those terms are defined in the Arconic Inc. Change in Control Severance Plan) within 24 months following the change in control. If outstanding awards under the Amended 2013 Plan are not exchanged for replacement awards in the event of a change in control, unless the Committee determines otherwise at the time of grant of a particular award:

•

~~all outstanding stock option and SAR awards vest and are immediately exercisable; and~~

•

~~any restrictions, conditions or limitations on restricted share awards, restricted share units or other share unit awards lapse.~~

In the event of a change in control of the Company, all performance awards will be earned at the target amount of shares covered by the award if the change in control event occurs when less than 50% of the performance period has been completed, or at the actual amount of the award if the change in control event occurs when 50% or more of the performance period has been completed. Such earned performance awards then continue to vest in accordance with their original schedule unless they are not exchanged for replacement awards, in which case the treatment described above for time-based awards will apply.

~~Clawback~~

The Amended 2013 Plan contains a clawback feature reflecting the policy previously adopted by the Company and further authorizes the Company to recover from participants awards or payments as may be required under any Company recoupment policy then in effect or any recoupment requirement imposed by applicable laws, including pursuant to the Dodd-Frank Act. See ~~“Corporate Governance — Recovery of Incentive Compensation”~~ ~~on page~~ 31. In addition, the Amended 2013 Plan authorizes cancellation of awards if a participant engages in certain specified conduct that is injurious to the Company or any subsidiary or if cancellation is necessary to comply with applicable laws or due to the inability or impracticability of the Company to obtain or maintain approval from any regulatory body whose approval is necessary to lawfully grant awards or issue or sell shares under the Amended 2013 Plan.

~~Performance Awards Granted to Executive Officers~~

~~The Amended 2013 Plan establishes the following rules for the grant and administration of performance awards granted to executive officers, unless otherwise expressly determined by the Committee:~~

The vesting and payment of performance awards (other than options or stock appreciation rights) will be subject to achievement by the Company on a consolidated basis, or by specified subsidiaries, business divisions or business units and/or the individual executive officer of performance goals established by the Committee within the first 25% of the performance period, which will be one year or longer. Performance goals may be based on measures including, without limitation, (i) GAAP or non-GAAP metrics, (ii) total shareholder return or other return-based metrics, (iii) operational, strategic, corporate or personal professional objectives, (iv) sustainability or compliance targets or (v) any other metric that is capable of measurement as determined by the Committee. In addition, performance goals may be calculated to exclude special or unusual items or to take into account items such as fluctuations in market forces or foreign currency exchange rates. The Committee may adjust downward the amount payable on vesting of a performance award (other than an option or stock appreciation right) but may not adjust upward and may not waive the achievement of the performance goals. The annual limits on performance awards per executive officer are: 1,500,000 shares if the award is in the form of restricted shares or restricted share units; 3,333,333 shares if the award is in the form of stock options or stock appreciation rights; and $15 million in value if the award is paid in property other than shares.

Performance awards granted to covered executive officers under the 2013 Plan that were intended to qualify as deductible “performance-based compensation” under Section 162(m) of the Code as in effect prior to its amendment by the Tax Cuts and Jobs Act continue to be governed by the applicable provisions of the 2013 Plan relevant to such qualified awards, notwithstanding the amendments adopted in the Amended 2013 Plan.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

~~Tax Aspects of the Amended 2013 Plan~~

The following is a summary of the U.S. federal income tax consequences applicable to equity awards under the Amended 2013 Plan based on current U.S. federal income tax laws. The Amended 2013 Plan is not qualified under Section 401(a) of the Code. The summary is general in nature and is not intended to cover all tax consequences that may apply to a particular employee, director or to our company. The provisions of the Code and regulations thereunder relating to these matters are complicated, may change and their impact in any one case may depend upon the particular circumstances. Further, this summary does not discuss the tax consequences of a participant’s death or the provisions of any income tax laws of any municipality, state or foreign country in which a participant may reside.

The grant of a nonqualified stock option or SAR under the Amended 2013 Plan has no U.S. federal income tax consequences for a U.S. citizen or resident or the Company. Upon exercise of a stock option or SAR, the participant realizes ordinary income and Arconic may take a tax deduction, subject to the limits of Section 162(m) of the Code. The amount of this deduction (subject to Section 162(m) of the Code) and income is equal to the difference between the fair market value of the shares on the date of exercise and the fair market value of the shares on the grant date. The Committee may permit or require participants to surrender Arconic shares in order to satisfy the required withholding tax obligation.

Regarding Amended 2013 Plan awards (other than options or stock appreciation rights) that are settled either in cash or in stock or other property that is either transferable or not subject to substantial risk of forfeiture (e.g., restricted share unit awards), a U.S. citizen or resident must recognize ordinary income equal to the cash or the fair market value of shares or other property received. Arconic may take a deduction at the same time and for the same amount, subject to the limits of Section 162(m) of the Code. If required, income tax must be withheld on the income recognized by the participant.

Regarding Amended 2013 Plan awards (other than options or SARs) that are settled in stock or other property that is subject to contingencies restricting transfer and to a substantial risk of forfeiture (e.g., restricted share awards), a U.S. citizen or resident will generally recognize ordinary income equal to the fair market value of the shares or other property received (less any amount paid by the participant) when the shares or other property first become transferable or not subject to substantial risk of forfeiture, whichever occurs first. Arconic may take a deduction at the same time and for the same amount, subject to the limits of Section 162(m) of the Code.

Section 162(m) of the Code, as amended by the Tax Cuts and Jobs Act of 2017, limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for the compensation paid to the corporation’s chief executive officer, chief financial officer and certain of the corporation’s current and former executive officers. Prior to the enactment of the Tax Cuts and Jobs Act, Section 162(m)’s deductibility limitation was subject to an exception for compensation meeting the requirements of “qualified performance-based compensation.” Stock options and certain performance awards granted under the 2013 Plan (together, “Outstanding Qualified Performance-Based Awards”) were intended to qualify for such exception. The Tax Cuts and Jobs Act has eliminated the exception for qualified performance-based compensation, effective for tax years beginning after 2017. Accordingly, any amount payable to covered executive officers pursuant to such Outstanding Qualified Performance-Based Awards or otherwise in excess of $1 million per year will be deductible only if it qualifies for limited transition relief applicable to certain written binding contracts in effect on November 2, 2017. Although Outstanding Qualified Performance-Based Awards continue to be governed by the applicable terms of the 2013 Plan as in effect prior to the adoption of the Amended 2013 Plan, due to the uncertain scope of the transition relief, no assurances can be given that amounts payable pursuant to such awards will in fact be deductible.

Section 409A of the Code imposes certain requirements on non-qualified deferred compensation arrangements. These include requirements on an individual’s election to defer compensation and the individual’s selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (i.e., the individual’s separation from service, a predetermined date, or the individual’s death). Section 409A imposes restrictions on an individual’s ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, Section 409A requires that such individual’s distribution commence no earlier than six months after such officer’s separation from service.

Certain awards under the Amended 2013 Plan may be designed to be subject to the requirements of Section 409A in form and in operation. For example, restricted share units that provide for a settlement date following the vesting date (or such other date on which the awards become nonforfeitable) may be subject to Section 409A. If an award under the Amended 2013 Plan is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with the requirements of Section 409A, Section 409A imposes an additional 20% federal penalty tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

If the Committee determines that an award, payment, distribution, transaction or other action would cause a participant to become subject to taxes or penalties under Section 409A of the Code, unless otherwise determined by the Committee, such award will not be given effect and the related provisions of the Amended 2013 Plan or award agreement will be modified as necessary to comply with Section 409A of the Code, without consent of or notice to the participant.

The Committee may adjust awards to participants who are not U.S. citizens or U.S. residents to recognize differences in local law or tax policy and may impose conditions on the exercise or vesting of awards to minimize tax equalization obligations for expatriate employees.

~~Recent Share Price~~

~~On March 25, 2019, the closing market price for Arconic common stock on the New York Stock Exchange was~~
~~$18.60 per share.~~

~~New Plan Benefits~~

Future awards to employees and officers under the Amended 2013 Plan are generally made at the discretion of the Committee, or, in the case of director awards, at the discretion of the Board of Directors upon the recommendation of the Governance and Nominating Committee of the Board and subject to the parameters and compensation limits of the Amended 2013 Plan, or pursuant to a deferral election by a non-employee director under the terms of the Company’s Amended and Restated Deferred Fee Plan for Directors. Therefore, the benefits and amounts that will be received or allocated under the Amended 2013 Plan in the future are generally not determinable at this time.

~~However, as discussed above under “Director Compensation~~,” under our current Non-Employee Director Compensation Policy, each non-employee director of the Company following the 2019 Annual Meeting will be granted, on the second market trading day following the date of the meeting, an annual restricted share unit award with a grant date value equal to $150,000.

~~Prior Grants to Named Executive Officers and Other Employees~~

On November 1, 2016, Alcoa Inc. separated into two standalone companies — Arconic Inc. (the new name for Alcoa Inc.) and Alcoa Corporation. Prior to the separation, awards covering 14,717,891 shares of Alcoa Inc. common stock had been granted under the 2013 Plan, which number of shares has been adjusted to reflect a 1-for-3 reverse stock split effected on October 5, 2016 but has not been adjusted to reflect the effect of the separation. Following the reverse stock split and the separation, from November 1, 2016 to March 15, 2019, awards covering 11,480,452 shares of Arconic common stock have been granted under the 2013 Plan. All of the foregoing share amounts include any performance adjustments made on earned performance restricted share units but do not reflect any forfeitures.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Item 4 Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~ ~~(continued)~~

The following table shows, as of March 15, 2019 information regarding the grants of those awards among the persons and groups identified below. No awards have been granted under the 2013 Plan to any associate of any of our directors (including nominees) or executive officers.

~~Prior Grants under the 2013 Plan~~1

Performance RSUs
Name and Position Options & RSUs
No. of Shares Target No.
of Shares Maximum No.
of Shares

Kenneth J. Giacobbe
Executive Vice President and Chief Financial Officer
196,590 145,030 290,060
Timothy D. Myers
Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions 118,034 130,040 260,080

Katherine H. Ramundo
Executive Vice President, Chief Legal Officer and Secretary
149,037 124,810 249,620

Chip Blankenship2
Former Chief Executive Officer
636,900 225,020 450,040

David P. Hess3
Former Interim Chief Executive Officer
123,210 N/A N/A

Mark J. Krakowiak2
Former Executive Vice President, Strategy and Development
27,760 N/A N/A
Eric V. Roegner2
Former Executive Vice President and Group President, Engineered
Products and Solutions 124,940 48,690 97,380
Current Executive Officers as a Group4: 714,896 420,460 840,920
Current Non-Executive Directors as a Group: 234,792 N/A N/A
All Employees who are not Executive Officers, as a Group: 10,137,325 383,580 767,160

The number of awards granted is presented to reflect the 3-for-1 reverse stock split and on a post-separation basis but without applying the fungible equity pool protocol that we use when counting grants against our share reserve, whereby each share subject to a grant of a stock option or stock appreciation right is counted against the share reserve as one share of common stock, and each share subject to a grant of a full value award (including restricted share units and performance restricted share units) is counted against the share reserve as 2.33 shares of common stock.

As none of Messrs. Blankenship, Krakowiak, and Roegner were retirement-eligible at the time of their separation from employment, any unvested awards were forfeited, including a portion of the awards listed for Messrs. Blankenship and Roegner and the entirety of the awards granted to Mr. Krakowiak. See the notes to the “2018 Summary Compensation Table.”

Reflects Mr. Hess’s only award granted to him as Interim CEO and does not include any awards received while serving as a non-executive director, which are included in the total for “Current Non-Executive Directors as a Group.”

~~Excludes any awards received by Messrs. Plant and Doty while serving as non-executive directors, which are included in the total for “Current Non-Executive Directors as a Group.”~~

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Equity Compensation Plan Information~~

~~The following table sets forth information about Arconic’s common stock that could be issued under the Company’s equity compensation plans as of December 31, 2018.~~

~~Plan Category~~

~~Number of~~
~~securities to~~
~~be issued upon~~
~~exercise of~~
~~outstanding~~
~~options,~~
~~warrants and~~
~~rights~~
~~(a)~~

~~Weighted-~~
~~average~~
~~exercise price of~~
~~outstanding~~
~~options,~~
~~warrants and~~
~~rights~~
~~(b)~~

~~Number of~~
~~securities~~
~~remaining~~
~~available for~~
~~future issuance~~
~~under~~
~~equity~~
~~compensation~~
~~plans (excluding~~
~~securities~~
~~reflected in~~
~~column~~
~~(a)) (c)~~

~~Equity compensation plans approved by security holders~~1

~~17,430,355~~1

~~$24.95~~

~~18,850,610~~2

~~Equity compensation plans not approved by security holders~~

—

~~Total~~

~~17,430,355~~1

~~$24.95~~

~~18,850,610~~2

The above table reflects grants as of December 31, 2018, and does not reflect grants made in 2019, including annual awards with a grant date of February 28, 2019 and employment inducement awards granted on February 15, 2019 of 1,000,000 restricted share units granted to Chairman and CEO, John C. Plant, and 385,000 restricted share units granted to President and COO, Elmer L. Doty. The inducement awards did not count under plan limits as they were granted outside of the Company’s stock incentive plans pursuant to the exemption from shareholder approval under the NYSE’s Listed Company Manual Rule 303A.08.

Includes the 2013 Plan (approved by shareholders in May 2018, May 2016 and May 2013) and 2009 Alcoa Stock Incentive Plan (approved by shareholders in May 2009). Also includes 56,625 stock options resulting from the merger conversion of RTI Metals employee equity. Table amounts are comprised of the following:

•

~~10,302,451 stock options~~

•

~~167,709 performance options~~

•

~~5,843,092 restricted share units~~

•

~~1,117,103 performance share awards (468,320 granted in 2018 at target)~~

The 2013 Plan authorizes, in addition to stock options, other types of stock-based awards in the form of stock appreciation rights, restricted shares, restricted share units, performance awards and other awards. The shares that remain available for issuance under the 2013 Plan may be issued in connection with any one of these awards. Up to 46,666,667 shares may be issued under the plan. Any award other than an option or a stock appreciation right shall count as 2.33 shares. Options and stock appreciation rights shall be counted as one share for each option or stock appreciation right. In addition, the 2013 Plan provides the following are available for grant under the 2013 Plan: (i) shares that are issued under the 2013 Plan, which are subsequently forfeited, cancelled or expire in accordance with the terms of the award and (ii) shares that had previously been issued under prior plans that are outstanding as of the date of the 2013 Plan which are subsequently forfeited, cancelled or expire in accordance with the terms of the award.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

Item 54 Shareholder Proposal

The following shareholder proposal will be voted on at the ~~Annual Meeting~~annual meeting if properly presented by or on behalf of the shareholder proponent. Kenneth Steiner, 14 Stoner ~~Avenue,~~Ave., 2M, Great Neck, NY 11021, sponsored this proposal.

The Board ~~of Directors~~ recommends a vote “AGAINST” ~~ITEM 5, the~~this shareholder proposal, for the reasons set forth following the proposal.

~~The text~~Proposal 4—Independent Board Chairman

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the ~~shareholder proposal~~Chairman and the office of the CEO as follows:

~~“Proposal 5 – Special Shareholder Meeting~~Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.

~~Resolved, Shareowners ask~~Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board.

The Chairman shall not be a former CEO of the company.

This policy could be phased in when there is a contract renewal for our ~~board to take~~current CEO or for the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting.next CEO transition.

~~Special shareholder meetings allow shareholders to vote on important matters, such as electing new directors that can arise between annual meetings.~~ This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic in 2020. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

At the 2020 annual meeting Lowe’s (LOW) directors said that having a separate Chairman and Chief Executive Officer affords allows the Chairman to devote his time and attention to Board oversight. In less than a year Lowe’s stock price went from $130 to $200

Board oversight is an emerging red flag for Howmet. In 2020 the most negative votes for a director was 14 million. In 2021 the most negative votes for a director shot up to 68 million. Mr. Robert Leduc, chair of the management pay committee received 68 million negative votes. Two other directors received more than ~~70%-support at Edwards Lifesciences~~42 million negative votes each.

And to top it off management pay was rejected by 188 million votes. 30 million more shares voted against management pay than voted in favor of it.

With the current CEO serving as Chair this means giving up a substantial check and ~~SunEdison. This proposal topic, sponsored by William Steiner, also won 78% support at a Sprint annual meeting~~balance safeguard that can only occur with ~~1.7 Billion yes-votes. Nuance Communications (NUAN) shareholders gave 94%-support in 2018 to a rule 14a-8 proposal calling~~an independent Board Chairman.

A lead director is no substitute for ~~10% of shareholders to~~an independent board chairman. A lead director cannot call a special ~~meeting.~~

~~Our current higher 25%-threshold for shareholders to~~shareholder meeting and cannot even call a special meeting ~~may be unreachable due~~of the board. A lead director can delegate most of the lead director duties to the ~~baked-in time constraints~~CEO office and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.

The lack of an independent Board Chairman is an unfortunate way to discourage new outside ideas and an unfortunate way to encourage the ~~detailed technical requirements~~CEO to pursue pet projects that ~~can easily trigger disqualifying errors by shareholders.~~

~~It is a good incentive to improve the corporate governance rules of our company after our stock has fallen from $23 to $20 in the 5-years leading~~would not stand up to the due date for this proposal. Also, John Plant, our Chairman, and Arthur Collins, who chaired our executive pay committee, each received about 7-times as many negative votes as certain other Arconic directors.

Any claim that a shareholder right to call a special meeting can be costly—may be moot. When shareholders have a good reason to call a special meeting—our board should be able to take positive responding action to make a special meeting unnecessary.effective oversight.

Please vote yes:
Independent Board Chairman—Proposal 4

~~Special~~

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Item 4 Shareholder ~~Meeting—~~Proposal ~~5.”~~(continued)

The Board of Directors’ Statement in Opposition to Shareholder Proposal

The Board has considered the above proposal carefully, and believes that it is not in the best interests of our shareholders. Your Board therefore recommends that you vote “AGAINST” the proposal for the following reasons.

The Board believes that shareholders are best served if the Board retains the organizational flexibility to select the best person to serve as Chairman, giving consideration to relevant factors at any particular time. Effective corporate governance requires more than a mechanical, “one size fits all” approach, and should enable the Board to determine the leadership structure that it believes will work best given the dynamics of ~~Directors~~the Board and senior management and other factors at any particular time. The Board believes that it is uniquely qualified to evaluate the optimal leadership structure from time to time based upon its extensive experience with, and knowledge of, the Company’s strategy, operations, management structure and culture, as well as the strengths, skills and leadership styles of our directors and management and taking into account input from our shareholders. Although the Board currently believes that it is in the best interests of the Company and its shareholders to have John C. Plant serve in the dual role of Chairman and Chief Executive Officer, the Board is aware that in the future, there may be circumstances under which an independent Chairman would be appropriate, and the Board periodically reviews and assesses its leadership structure. Therefore, while the Board does not believe it is appropriate to have a policy requiring the separation of Chairman and Chief Executive Officer roles, it also believes it should not have a policy requiring that they always be combined. Howmet Aerospace’s flexible approach is consistent with the practice at other U.S. public companies. Most companies in the S&P 500 do not have a policy mandating an independent chair, and do not currently have one: the 2021 Spencer Stuart Board Index found that approximately 63% of companies in the S&P 500 do not have an independent board chair.

Howmet Aerospace’s Current Board Leadership Structure Best Serves Howmet Aerospace and Its Shareholders. The Board believes that at the present time, Howmet Aerospace and its shareholders are best served by a leadership structure in which Mr. Plant serves as Chairman and Chief Executive Officer, counterbalanced by a strong, independent Board led by an independent Lead Director who has specifically enumerated responsibilities. The Board believes this structure promotes better alignment of strategic development and execution, more effective implementation of strategic initiatives, and clearer accountability for their success or failure. Mr. Plant’s dual role also facilitates open and efficient communication between the Company’s executives and directors, enhancing the Board’s ability to monitor management. Furthermore, his in-depth knowledge of the Company, his significant leadership experience and his operational execution expertise make him particularly qualified to lead discussions on important matters affecting the Company. Having Mr. Plant both lead management and chair the Board has allowed the Company to obtain the benefit of his strategic and operational insights and strong leadership skills across the full range of responsibilities of the Company’s leadership, from day-to-day operational execution to long-term strategic direction. The benefit of Mr. Plant’s dual role was underscored when he led the Company from its announcement on February 8, 2019 that it would separate into two independent companies through the successful completion of the transaction on April 1, 2020, notwithstanding significant economic uncertainty, as well as volatility stemming from the COVID-19 pandemic. In fact, from the April 1, 2020 separation date to February 28, 2022, Howmet Aerospace’s stock price increased 172%. This transformational transaction and ability to manage the Company well through the unprecedented pandemic, demonstrate the agility with which Mr. Plant, as both Chairman and Chief Executive Officer, can develop and execute our key initiatives to create value for shareholders despite headwinds.

Howmet Aerospace’s Strong Corporate Governance Practices Provide Effective, Independent Board Oversight. The Board is committed to good corporate governance and has adopted practices and ~~has previously approved amendments~~procedures that promote Board independence and effective oversight of management:

•

All but one director on the Board are independent, as defined by the listing standards of the NYSE and the Company’s Director Independence Standards. As described in their biographies (see “Item 1—Election of Directors”), the Board’s independent directors possess the relevant business experience and skills to oversee management. The independent directors meet in executive session without the presence of management at least four times a year. The independent directors use these executive sessions to discuss matters of concern as well as any matter they deem appropriate, including discussing Howmet Aerospace’s leadership structure, and evaluating the Chairman and Chief Executive Officer and other members of senior management.

•

The Board’s key standing committees—namely, the Audit Committee, the Compensation and Benefits Committee, the Finance Committee and the Governance and Nominating Committee—are each composed solely of independent directors. This entrusts to the ~~Company’s governing documents to permit shareholders to request special meetings.~~independent directors the oversight of critical matters, such as the integrity of Howmet Aerospace’s financial

~~Background.~~ In 2013, the Board of Alcoa Inc., the Company’s predecessor, approved amendments to the Company’s governing documents to permit special meetings to be called by holders of 25% of the Company’s outstanding common stock, subject to customary holding period and procedural requirements, and shareholders approved these amendments with 96.7% of the votes cast. In 2017, in connection with the Company’s reincorporation from Pennsylvania to Delaware, the Board approved that the new Delaware Certificate of Incorporation and Bylaws of the Company would provide shareholders with substantially the same right to call special meetings as provided under the previous Pennsylvania governing documents. The Delaware Certificate of Incorporation and Bylaws became effective on December 31, 2017, the date of the reincorporation, and was approved by more than 98% of the votes cast by shareholders on the proposal to approve the merger to effect the reincorporation. More recently, at the 2018 Annual Meeting, Arconic’s shareholders had an opportunity to review and vote on a shareholder proposal to adopt a 10% ownership threshold for the right to call special meetings. A significant majority of votes cast at that meeting voted AGAINST adopting a 10% threshold.

~~Current Ownership Threshold is Consistent with Market Practice and Strikes an Appropriate Balance.~~ The Board continues to believe that a 25% ownership threshold for the right to call special meetings, as provided in the Company’s current Certificate of Incorporation and Bylaws, is consistent with market practice and strikes an appropriate balance

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Item 54 Shareholder Proposal (continued)

~~between enhancing shareholder rights~~statements, the compensation of Howmet Aerospace’s executive officers, including its Chief Executive Officer, and ~~protecting against~~ the risk that shareholders with small minority ownership interests, including shareholders with special interests, could call special meetings that potentially cause disruption and substantial costs to be incurred byevaluation of the vast majority of shareholders. Arconic’s current 25% threshold is equal to or lower than the comparable threshold adopted by approximately 66% of corporations in the S&P 500 Index that permit shareholders to call a special meeting. In addition, by reducing the ownership threshold to 10%, a small minority of our shareholders (currently as few as one shareholder) could use the special meeting platform to advance their own agenda, without regard to the interests of ArconicBoard and its ~~broader shareholder base.~~

~~The~~committees. Mr. Plant does not serve on any of these Board believes special meetings should only be called to consider extraordinary events that are of interest to a broad shareholder base and that need immediate attention prior to the next annual meeting. For example, the Board has called two special meetings during the past three years in connection with important proposals, including proposals relating to the Company’s reincorporation from Pennsylvania to Delaware, demonstrating that the Board is prepared to call special meetings where appropriate. However, special meetings are expensive and require significant legal, administrative, printing and distribution costs, and can potentially divert the attention of directors and management away from their oversight and operational responsibilities, respectively, in order to address the details of holding a special meeting. Such a diversion could potentially operate against the best interests of our shareholders overall, in order to serve the narrow interests of the shareholders requesting the special meeting.

~~Other Shareholder Rights.~~ The Board believes that the Company’s current special meeting shareholder right should be considered in the context of Arconic’s overall corporate governance, including the shareholder rights provided under its Certificate of Incorporation and Bylaws. In addition to the existing right of holders of 25% of Arconic’s outstanding common stock to call a special meeting, Arconic has:committees.

•

~~a declassified~~The Board ~~providing shareholders with~~also recognizes the ~~opportunity to elect all members~~importance of strong independent Board leadership, as discussed above under “Corporate Governance—The Structure and Role of the Board onof Directors—Board Leadership Structure.” Howmet Aerospace’s Corporate Governance Guidelines require that the independent directors annually select an ~~annual basis;~~independent Lead Director. The independent Lead Director’s responsibilities are substantially similar to many of the functions typically performed by an independent Chairman and include the following:

◦

Meet regularly with the Chairman and serve as a liaison between the Chairman and the independent directors;

◦

Communicate to the Chairman and management, as appropriate, any decisions reached, suggestions, views or concerns expressed by the independent directors during meetings, executive sessions and outside of board meetings;

◦

Preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

◦

Facilitate effective and candid Board discussions and communications to optimize Board performance;

◦

Approve meeting agendas and schedules to assure that there is sufficient time for discussion of all agenda items;

◦

Ensure personal availability for consultation and communication with independent directors and with the Chairman, as appropriate;

◦

Call executive sessions of the Board;

◦

Call meetings of the independent directors, as the Lead Director may deem to be appropriate; and

◦

Respond directly to shareholder and other stakeholder questions and comments that are directed to the Lead Director or to the independent directors as a group, with such consultation with the Chairman or other directors as the Lead Director may deem appropriate, and, if requested, ensure that he or she is available for consultation and direct communication with major shareholders, as appropriate.

•

~~no supermajority voting provisions in its Certificate of Incorporation~~The Governance and ~~Bylaws;~~

•

~~a proxy access bylaw, which allows eligible shareholders or groups of shareholders to include~~Nominating Committee evaluates each director ~~nominees for up to the greater of two candidates or 20% of the Board in the Company’s annual proxy materials;~~

•

provided shareholders with the ability to take action without a meeting if written consent is received from shareholders holding not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares of Arconic stock entitled to vote thereon were present and ~~voted;~~

•

changed the Company’s jurisdiction of incorporation from Pennsylvania to Delaware, a leading jurisdiction with a comprehensive and coherent set of corporate laws that are responsive to the evolving legal and business needs of corporations organized under Delaware law;

•

~~executive compensation programs to reflect the Company’s financial and strategic goals; and~~

•

a Finance Committee of the Board to review and provide advice and counsel regarding the Company’s capital structure, financing transactions, significant transactions such as acquisitions and divestitures, and other financial matters.

In addition, shareholders have numerous other protections and ways to make their voice heard, including through Arconic’s robust shareholder engagement efforts and the fact that under Delaware law and New York Stock Exchange rules, Arconic must submit certain important matters to a shareholder vote, including mergers, large share issuances, the adoption of equity compensation plans and amendments to the Company’s Certificate of Incorporation.

~~Board Recommends a Vote Against this Proposal.~~ The existing 25% threshold protects shareholder interests by ensuring that special meeting matters are (i) of concern to a significant number of shareholders, (ii) worth the significant expense to the Company, and (iii) not an unnecessary distractionrecommends to the Board ~~and management.~~ whether each director should be nominated for election.

Based on the foregoing, the Board believes that the ~~adoption of this~~rigid policy advocated by the shareholder proposal would impair the Board’s ability to determine the optimal Board leadership structure and select the individual it believes is best suited to serve as Chairman. Preserving such flexibility for ~~a 10% threshold is unnecessary and not in~~ the Board, while maintaining an effective, balanced corporate governance structure, will continue to best serve the interests of ~~Arconic or~~the Company and its shareholders.

The Board of Directors recommends a vote “AGAINST” ITEM 5,4, the shareholder proposal, for the reasons discussed above.

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~~2019 Proxy Statement~~ HOWMET AEROSPACE | 2022 PROXY STATEMENT

Questions and Answers About the Meeting and Voting

When is the 2022 Annual Meeting of Shareholders?

The 2022 Annual Meeting of Shareholders of Howmet Aerospace Inc. will be held virtually via live webcast on Wednesday, May 25, 2022, at 9:00 a.m. Eastern Time. If you plan attend the Annual Meeting, you should log into the website at www.virtualshareholdermeeting.com/HWM2022 approximately fifteen minutes before the meeting is scheduled to begin.

Who is entitled to vote and how many votes do I have?

If you were a ~~holder~~shareholder of record of ~~Arconic~~Howmet Aerospace common stock, par value $1.00 per share (the “common stock”), at the close of business on March ~~25, 2019,~~29, 2022, you are ~~eligible~~entitled to vote at the ~~annual meeting.~~Annual Meeting. For each matter presented for vote, you have one vote for each share you own.

2.3.

~~What is the difference between holding shares as a shareholder of record/registered shareholder and as a beneficial owner of~~How do I vote my shares?

Shareholder of Record or Registered Shareholder. If your shares of common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered a “shareholder of record” or a “registered shareholder” of those shares.

~~Beneficial Owner of Shares.~~ If your shares are held in an account at a bank, brokerage firm or other similar organization, then you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials fromBefore the bank, brokerage firm or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm or similar organization as to how to vote the shares held in your account.

~~How can I attend the annual meeting?~~

If you plan to attend the meeting, you will need an admission ticket. You may attend the meeting if you were a shareholder as of the close of business on March 25, 2019. Only shareholders and authorized guests of the Company may attend the meeting and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification).

~~Shareholder of Record.~~ If you are a shareholder of record and would like an admission ticket to the annual meeting, have your Notice of Internet Availability of Proxy Materials (“Notice”) available and call 1-866-804-9594 or visit ~~www.ArconicAdmissionTicket.com~~ ~~and follow the instructions provided.~~

~~Beneficial Owner of Shares.~~ If you hold your shares in street-name (i.e., through an account at a bank, brokerage firm or similar organization) and would like an admission ticket to attend the meeting, please direct such requests to: Corporate Election Services, P.O. Box 125, Pittsburgh, PA 15230-0125, or call 1-877-382-0000 or email ~~ArconicAgent@ProxyAgent.com~~. Please include proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement. Street-name holders planning on voting in person at the annual meeting must provide a “legal proxy” from their bank or broker.

~~Will the annual meeting be webcast?~~

~~Yes, our annual meeting will be webcast live on May 14, 2019. You are invited to visit~~ ~~http://www.arconic.com~~ ~~under~~ ~~“Investors —~~ Annual ~~Meeting”~~ ~~at 8:00 a.m.~~Meeting, by 11:59 p.m. Eastern Time on May ~~14, 2019, to access the webcast~~24, 2022, all shareholders of ~~the meeting. An archived copy of the webcast also will be available on our website.~~

~~How do I vote if I am a shareholder of record?~~

record can vote:

By Telephone or ~~Internet.~~Internet ~~All shareholders of record can vote by~~.

•

By telephone within the ~~United States,~~U.S, U.S. territories and ~~Canada, by calling the toll-free number on the proxy card, or through the Internet, following~~Canada: 1-800-690-6903

•

By internet: www.proxyvote.com

Follow the procedures and instructions described on the proxy card. You will need your 16-digit control number located on your proxy card or Notice. The telephone and ~~Internet~~internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions have been recorded properly.

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~~Questions and Answers About the Meeting and Voting~~ ~~(continued)~~

By ~~Mail.~~Mail. All shareholders of record who received paper copies of our proxy materials can also vote by mail ~~by signing, dating and returning the~~using their proxy card. If you are a shareholder of record and received a Notice, you may request a written proxy card by following the instructions included in the Notice. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Board of Directors.

~~In Person.~~During the Live Webcast of the Annual Meeting. All shareholders of record or registered shareholders may vote during the live webcast of the Annual Meeting. You will need the 16-digit control number located on your Notice or proxy card to log in ~~person~~to the virtual meeting at www.virtualshareholdermeeting.com/HWM2022. Voting online during the ~~meeting. See Question 3 regarding how to attend the annual meeting.~~Annual Meeting will replace any previous votes.

~~Whether you plan to attend the meeting or not, we~~We encourage you to vote by proxy as soon as possible. The proxy committee will vote your shares according to your directions.

~~How do I vote if I am~~Beneficial Owner of Shares. If your shares are held in an account at a bank, brokerage firm or other similar organization, then you are a beneficial owner of ~~shares?~~

shares held in “street name”. In that case, you will have received these proxy materials from the bank, brokerage firm or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm or similar organization as to how to vote the shares held in your account.

Your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the ~~annual meeting~~Annual Meeting (except on the ratification of the selection of PricewaterhouseCoopers LLP as auditors for ~~2019)~~2022), unless you provide specific instructions by completing and returning the voting instruction form from your broker, bank or other financial institution or following the instructions provided to you for voting your shares via

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Questions and Answers About the Meeting and Voting (continued)

telephone or the ~~Internet.~~internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the ~~annual~~Annual meeting. If you wish to vote your shares at the meeting, you ~~must obtain a legal~~will need your 16-digit control number provided on the instructions that accompanied your proxy ~~from that entity and bring it with you to hand~~materials.

Howmet Aerospace Employee Savings Plan. Participants in ~~with your ballot. See Question 3 regarding how to obtain an admission ticket to the annual meeting.~~

~~How do I vote if I participate in one of~~ the employee savings ~~plans?~~

plan may attend and participate in the Annual Meeting but will not be able to vote online during the Annual Meeting. You must ~~provide~~vote in advance of the Annual Meeting by providing the trustee of the employee savings plan with your voting instructions in advance of the meeting. You may do so by returning your voting instructions by mail, or submitting them by telephone or electronically ~~using~~through the ~~Internet. You cannot vote your shares in person at the annual meeting; the~~internet. The trustee is the only one who can vote your ~~shares. The~~shares and the trustee will vote your shares as you have instructed. If the trustee does not receive your instructions, your shares generally will be voted in proportion to the way the other plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by ~~6:00 a.m.~~11:59 p.m. Eastern Time on May ~~12, 2019.~~22, 2022.

8.4.

Can I change my vote?

There are several ways in which you may revoke your proxy or change your voting instructions before the ~~time of voting at the meeting (please note that, in~~Annual Meeting. In order to be counted, the revocation or change must be received by ~~6:00 a.m.~~11:59 p.m. Eastern Time on May ~~14, 2019,~~24, 2022, or by ~~6:00 a.m.~~11:59 p.m. Eastern Time on May ~~12, 2019,~~22, 2022, in the case of instructions to the trustee of an employee savings ~~plan).~~ plan.

To revoke your proxy or change your voting instructions:

•

Vote again by telephone or at the ~~Internet~~internet website;

•

Mail a revised proxy card or voting instruction form that is dated later than the prior one;

•

Shareholders of record may ~~vote in person at the annual meeting;~~

•

~~Shareholders of record may~~ notify ~~Arconic’s~~Howmet Aerospace’s Corporate ~~Secretary~~Secretary’s Office in writing that a prior proxy is revoked; or

•

Employee savings plan participants may notify the plan trustee in writing that prior voting instructions are revoked or are changed.

~~Only the latest validly executed~~The latest-dated, timely, properly completed proxy that you submit, whether by mail, telephone, or the internet, will ~~be counted.~~count as your vote. If a vote has been recorded for your shares and you subsequentially submit a proxy card that is not properly signed and dated, then the previously recorded vote will stand.

Shareholders of record and beneficial owners of shares may vote online during the Annual Meeting. Voting online during the Annual Meeting will replace any previous votes.

9.5.

Who should I contact if I have questions or need assistance voting prior to the Annual Meeting?

Please contact Innisfree M&A Incorporated, our proxy solicitor assisting us in connection with the Annual Meeting. Shareholders may call toll-free at 1-877-750-8315. Banks and brokers may call collect at 1-212-750-5833.

Is my vote confidential?

Yes. Proxy cards, ballots and voting tabulations that identify shareholders are kept confidential except:

•

as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;

•

in the case of a contested proxy solicitation;

•

to allow for the independent inspector of election to certify the results of the vote; or

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~~2019 Proxy Statement~~

~~Questions and Answers About the Meeting and Voting~~ ~~(continued)~~

•

if a shareholder makes a written comment on the proxy card or otherwise communicates his or her vote to management.

~~Corporate~~American Election Services, the independent proxy tabulator used by ~~Arconic,~~Howmet Aerospace, counts the votes and acts as the inspector of election for the ~~2019~~2022 Annual Meeting.

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Questions and Answers About the Meeting and Voting (continued)

How do I ask a question at the meeting?

If you wish to submit a question prior to the Annual Meeting, you may do so beginning 5 days in advance of the Annual Meeting, by logging in to www.proxyvote.com entering your 16-digit control number located on your Notice, your proxy card or the instructions that accompanied your proxy materials. Once past the login screen, click on “Submit Questions”.

If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/HWM2022 and entering the 16-digit control number, typing in your question into the “Ask a Question” field, and clicking “Submit.”

Questions pertinent to the Annual Meeting will be answered in the live Question and Answer session during the Annual Meeting, subject to time constraints. Any questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered at http://www.howmet.com under “Investors—Annual Meeting”. The questions and answers will be available as soon as practicable after the meeting.

A replay of the meeting will be available on our website at: www.howmet.com/annualmeeting/.

Will there be a recording of the Annual Meeting webcast?

Yes, a recording of the Annual Meeting will be available on the company website at http://www.howmet.com under “Investors—Annual Meeting” for approximately 10 months following the date of the Annual Meeting.

~~10.~~9.

What constitutes a “quorum” for the meeting?

A quorum consists of a majority of the outstanding shares that are entitled to vote as of the record date present at the meeting or represented by proxy. Virtual attendance at the Annual Meeting constitutes presence in person for the purposes of a quorum. A quorum is necessary to conduct business at the ~~annual meeting. You are part of~~Annual Meeting. Your shares will be counted as present at the ~~quorum~~Annual Meeting if you have properly voted by proxy. Abstentions and broker non-votes (if any) count as “shares present” at the meeting for purposes of determining a quorum. If you vote to abstain on one or more proposals, your shares will be counted as present for purposes of determining the presence of a quorum.

~~11.~~10.

What is the effect of an “ABSTAIN” vote?

If you choose to abstain in voting on the election of directors, your abstention will have no effect, as the required vote is calculated as follows: votes “FOR” divided by the sum of votes “FOR” plus votes “AGAINST.”

If you choose to abstain on voting on any other matter at our ~~annual meeting,~~Annual Meeting, your abstention will be counted as a vote “AGAINST” the proposal, as the required vote is calculated as follows: votes “FOR” divided by the sum of votes “FOR” plus votes “AGAINST” plus votes “ABSTAINING.”

11.

What is a Broker Non-Vote?

A “broker non-vote” occurs when a broker submits a proxy for the meeting with respect to a discretionary matter but does not vote on non-discretionary matters because the beneficial owner did not provide voting instructions on those matters. Under NYSE rules, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2022 (Item 2) is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on Item 2 on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before the date of the annual meeting. In contrast, all of the other proposals set forth in this Proxy Statement are “nondiscretionary” items—brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.

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Questions and Answers About the Meeting and Voting (continued)

12.

What is the voting requirement to approve each of the proposals, and how are votes counted?

At the close of business on March ~~25, 2019,~~29, 2022, the record date for the meeting, ~~Arconic~~Howmet Aerospace had ~~outstanding 453,083,173~~417,622,524 shares of common ~~stock.~~stock outstanding. Each share of common stock outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

The Delaware General Corporation Law (the “DGCL”) and the NYSE listing standards govern the voting standards applicable to actions taken by our shareholders at the ~~annual meeting.~~Annual Meeting. Under our Bylaws, assuming a quorum is present at the ~~annual meeting,~~Annual Meeting, in all matters other than the election of directors, the affirmative vote of a majority of the shares present ~~in person~~virtually or represented by proxy at the meeting and entitled to vote on the matter will be the act of the Company’s shareholders. Under the DGCL and our Bylaws, shares that abstain constitute shares that are present and entitled to vote, and have the practical effect of being voted “against” the matter, other than in the election of directors.

With respect to the election of directors, in order to be elected, each nominee must receive the affirmative vote of a majority of the votes cast at the meeting in respect of his or her election, meaning that the number of shares voted “FOR” a director’s election exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election. Broker non-votes and abstentions will have no impact, as they are not counted as votes cast for this purpose.

13.

~~What is a Broker Non-Vote?~~

A “broker non-vote” occurs when a broker submits a proxy for the meeting with respect to a discretionary matter but does not vote on non-discretionary matters because the beneficial owner did not provide voting instructions on those matters. Under NYSE rules, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2019 (Item 2) is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on Item 2 on behalf of clients (beneficial owners) who have not furnished voting instructions at least 15 days before the date of the annual meeting. In contrast, all of the other proposals set forth in this Proxy Statement are “nondiscretionary” items—brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals.

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~~2019 Proxy Statement~~

~~Questions and Answers About the Meeting and Voting~~ ~~(continued)~~

~~14.~~

What does it mean if I receive more than one Notice?

If you are a shareholder of record or participate in ~~Arconic’s~~Howmet Aerospace’s Dividend Reinvestment and Stock Purchase Plan or employee savings ~~plans,~~plan, you will receive one Notice (or if you are an employee with ~~an Arconic~~a Howmet Aerospace email address, an email proxy form) for all shares of common stock held in or credited to your accounts as of the record date, if the account names are exactly the same. If your shares are registered differently and are in more than one account, you will receive more than one Notice or email proxy form, and in that case, you can and are urged to vote all of your shares, which will require you to vote more than once. To avoid this situation in the future, we encourage you to have all accounts registered in the same name and address whenever possible. You can do this by contacting our transfer agent, Computershare, at ~~1-888-985-2058~~1-800-851-9677 (in the United States and Canada) or 1-201-680-6578 (all other locations) or through the Computershare website, www.computershare.com.

~~15.~~14.

What is “householding”?

Shareholders of record who have the same last name and address and who request paper copies of the proxy materials will receive only one copy unless one or more of them notifies us that they wish to receive individual copies. This method of delivery, known as “householding,” will help ensure that shareholder households do not receive multiple copies of the same document, helping to reduce our printing and postage costs, as well as saving natural resources. Householding will not in any way affect dividend check mailings.

WePrior to the Annual Meeting, we will deliver promptly upon written or oral request a separate copy of the 2021 Annual Report, 2022 Proxy Statement, or other proxy materials, as applicable, to a security holder at a shared address to which a single copy of the document was delivered. Please direct such requests to ~~Corporate Election~~Broadridge Financial Services ~~P.O. Box 125, Pittsburgh, PA 15230-0125,~~at 1-866-540-7095 or ~~at 1-877-382-0000 or email~~sending a written request by mail to ~~papercopy@sendmaterial.com~~.Broadridge Financial Services, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717.

Shareholders of record may request to begin or to discontinue householding in the future by contacting our transfer agent, Computershare Trust Company, N.A., at ~~1-888-985-2058~~1-800-851-9677 (in the United States and Canada), 1-201-680-6578 (all other locations), by mail to Computershare Investor Services, P.O. Box 505000, Louisville, KY 40233-5000 or through the Computershare website, www.computershare.com.

Shareholders owning their shares through a bank, broker or other ~~nominee~~similar organization may request to begin or to discontinue householding by contacting their bank, broker or other ~~nominee.~~nominee.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

Questions and Answers About the Meeting and Voting (continued)

~~16.~~

15.

May I nominate someone to be a director of ~~Arconic?~~Howmet Aerospace?

Yes, please see “Nominating Board Candidates—Procedures and Director Qualifications” on page 1314 for details on the procedures for shareholder nominations of director candidates.

~~17.~~16.

When are ~~2020~~2022 shareholder proposals due?

To be considered for inclusion in the Company’s ~~2020~~2023 proxy statement, shareholder proposals submitted in accordance with SEC Rule 14a-8 must be received in writing at our principal executive offices no later than ~~November 29, 2019.~~December 9, 2022. Address all shareholder proposals to: ~~Arconic~~Howmet Aerospace Inc., Corporate Secretary’s Office, ~~390 Park Avenue, New York, NY 10022-4608.~~201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: CorporateSecretary@howmet.com. Subject to the terms and conditions set forth in the Company’s Bylaws, shareholder nominations for candidates for election at the ~~2020~~2023 Annual Meeting, which the shareholder wishes to include in the Company’s proxy materials relating to the ~~2020~~2023 Annual Meeting, must be received by the Company at the above address no earlier than ~~October 30, 2019~~November 9, 2022 and no later than ~~November 29, 2019,~~December 9, 2022, together with all information required to be provided by the shareholder in accordance with the proxy access provision in the Bylaws.

For any proposal that is not submitted for inclusion in next year’s proxy statement, but is instead sought to be presented directly at the ~~2020~~2023 Annual Meeting, notice of intention to present the proposal, including all information required to be provided by the shareholder in accordance with the Company’s Bylaws, must be received in writing at our principal executive offices no earlier than January ~~15, 2020~~25, 2023 and no later than February ~~14, 2020.~~24, 2023. Address all notices of intention to present proposals at the ~~2020~~2023 Annual Meeting to: ~~Arconic~~Howmet Aerospace Inc., Attention: Corporate Secretary’s Office, ~~390 Park Avenue, New York, NY 10022-4608.~~

~~TABLE OF CONTENTS~~

201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email: ~~2019 Proxy Statement~~

~~Questions and Answers About the Meeting and Voting~~ ~~(continued)~~CorporateSecretary@howmet.com.

~~18.~~17.

Who pays for the solicitation of proxies?

~~Arconic~~Howmet Aerospace pays the cost of soliciting proxies. Proxies will be solicited by Howmet Aerospace on behalf of the Board of Directors by mail, telephone, other electronic means or in person. We have retained Innisfree M&A Incorporated, 501 Madison Avenue, New York, NY 10022, to assist with the solicitation for an estimated fee of $15,000, plus expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their votes.

~~19.~~18.

How do I comment on Company business?

Your comments are collected when you vote using the ~~Internet. We also collect comments from the proxy card if you vote by mailing the proxy card.~~internet. You may also send your comments to us ~~in care of the Corporate Secretary: Arconic~~at: Howmet Aerospace Inc., Attention: Corporate Secretary’s Office, ~~390 Park Avenue, New York, NY 10022-4608.~~201 Isabella Street, Suite 200, Pittsburgh, PA 15212-5872 or email CorporateSecretary@howmet.com. Although it is not possible to respond to each shareholder, your comments help us to understand your concerns.

~~20.~~19.

Can I access the proxy materials on the Internet?

Yes. The Company’s ~~2019~~2022 Proxy Statement and ~~2018~~2021 Annual Report are available at ~~www.arconic.com/annualmeeting~~www.virtualshareholdermeeting.com/HWM2022 or can be accessed via the company website at
http://www.howmet.com under “Investors—Annual Meeting”.

~~21.~~20.

How may I obtain a copy of ~~Arconic’s~~Howmet Aerospace’s Annual Report on Form ~~10-K?~~10-K and proxy materials?

The Company will provide by mail or email, without charge, a copy of its Annual Report on Form 10-K for the year ended December 31, ~~2018 (not including exhibits~~2021 and ~~documents incorporated by reference),~~the 2022 Proxy Statement for this Annual Meeting at your request. Please direct all requests ~~to Arconic~~to: Howmet Aerospace Inc., Attention: Corporate ~~Communications,~~Secretary’s Office, 201 Isabella Street, ~~Pittsburgh,~~Suite 200, Pittsbugh, PA ~~15212-5858.~~15212-5872 or email: CorporateSecretary@howmet.com. These materials are also available on the Howmet Aerospace website at www.howmet.com.

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HOWMET AEROSPACE | 2022 PROXY STATEMENT

~~22.~~

~~Who should I contact if I have questions or need assistance voting?~~

~~Please contact Innisfree, our proxy solicitor assisting us in connection with~~Questions and Answers About the ~~annual meeting. Shareholders may call toll free at 1-877-750-5836. Banks~~Meeting and ~~brokers may call collect at 1-212-750-5833.~~Voting (continued)

82Information regarding the Virtual Annual Meeting Format

The 2022 Annual Meeting of Shareholders of Howmet Aerospace Inc. will be held virtually via live webcast on Wednesday, May 25, 2022, at 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/HWM2022. There will be no physical in-person meeting.

Attendance and Participation

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Our virtual Annual Meeting will be conducted on the internet via live webcast. Shareholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HWM2022. Shareholders will be able to vote their shares electronically during the Annual Meeting.

Shareholders who would like to attend and participate in the Annual Meeting will need the 16-digit control number located on their Notice, proxy card, or voting instruction form. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will be available 15 minutes prior to the start of the Annual Meeting at 8:45 a.m. Eastern Time.

The virtual Annual Meeting platform is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Shareholders should ensure that they have a strong internet connection if they intend to attend and/or participate in the Annual Meeting.

Questions and Information Accessibility

The virtual Annual Meeting format allows shareholders to communicate with the Company during the Annual Meeting so they can ask questions of our management and Board, as appropriate. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/HWM2022, entering the 16-digit control number, typing your question into the “Ask a Question” field, and clicking “Submit”.

Questions pertinent to the Annual Meeting will be answered in the live Question and Answer (Q&A) session during the Annual Meeting, subject to time constraints. Our Annual Meeting, including the Q&A session, will follow “Rules of Conduct,” which will be available on the virtual meeting platform. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on our website at http://www.howmet.com under “Investors—Annual Meeting”. The questions and answers will be available as soon as practicable after the meeting.

Technical Difficulties

We have retained Broadridge Financial Solutions (“Broadridge”) to host the Annual Meeting virtually via live webcast. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning at 8:30 a.m. Eastern Time on Wednesday, May 25, 2022 through its conclusion.

Additional information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available at www.virtualshareholdermeeting.com/HWM2022.

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~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

Attachments

ATTACHMENT ~~A –~~ A–Pre-Approval Policies and Procedures for Audit and Non-Audit Services

I. Statement of Policy

The Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. Unless a type of service to be provided by the independent auditor has received pre-approval under this policy, it will require specific pre-approval by the Audit Committee before the service is provided. Any proposed services exceeding pre-approved cost levels under this policy will require specific pre-approval by the Audit Committee before the service is provided.

The term of any pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee will periodically revise the list of pre-approved services, based on subsequent determinations.

II. Delegation

The Audit Committee delegates pre-approval authority to the Chairman of the Committee. In addition, the Chairman may delegate pre-approval authority to one or more of the other members of the Audit Committee. The Chairman or member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

III. Audit Services

The annual Audit services engagement terms and fees will be subject to the specific pre-approval of the Audit Committee. The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, company structure or other matters.

In addition to the annual Audit services engagement approved by the Audit Committee, the Audit Committee may grant pre-approval for other Audit services, which are those services that only the independent auditor reasonably can provide.

IV. Audit-Related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and that are traditionally performed by the independent auditor. The Audit Committee believes that the provision of Audit-related services does not impair the independence of the auditor.

V. Tax Services

The Audit Committee believes that the independent auditor can provide Tax services to the Company such as tax compliance and support, without impairing the auditor’s independence. However, the Audit Committee will not permit the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the sole purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations.

VI. All Other Services

The Audit Committee may grant pre-approval to those permissible non-audit services classified as All Other services that it believes are routine and recurring services, and would not impair the independence of the auditor.

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~~2019~~HOWMET AEROSPACE | 2022 Proxy Statement

Attachments (continued)

VII. Pre-Approval Fee Levels

Pre-approval fee levels for all services to be provided by the independent auditor will be established periodically by the Audit Committee. Any proposed services exceeding these levels will require specific pre-approval by the Audit Committee.

VIII. Supporting Documentation

With respect to each proposed pre-approved service, the independent auditor has provided detailed descriptions regarding the specific services to be provided. Upon completion of services, the independent auditor will provide to management, upon request, detailed back-up documentation, including hours, personnel and task description relating to the specific services provided.

IX. Procedures

Requests or applications to provide services that require separate approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Chief Financial Officer or Vice President, Internal Audit and must include a joint statement as to whether, in their view, the request or application is consistent with the Securities and Exchange Commission’s rules on auditor independence.

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~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT ~~B – Arconic~~B−Howmet Aerospace Inc. Peer Group Companies

Proxy Peer for Market Information ~~for 2018 Executive Compensation Decisions (non-CEO positions)~~

~~(CEO peer group listed on pages 49)~~(n=18)

~~Air Products and Chemicals~~	~~Entergy~~	~~NRG Energy~~
~~American Electric Power~~	~~FirstEnergy~~	~~Occidental Petroleum~~
~~Arrow Electronics~~	~~Goodyear Tire & Rubber~~	~~Oshkosh~~
~~Avnet~~	~~Ingersoll Rand~~	~~Parker Hannifin~~
~~Ball~~	~~International Paper~~	~~Praxair~~
~~BorgWarner~~	~~Jabil Circuit~~	~~Rockwell Automation~~
~~Corning~~	~~Jacobs Engineering~~	~~Stanley Black & Decker~~
~~Danaher~~	~~Kinder Morgan~~	~~Stryker~~
~~Dominion Energy~~	~~L-3 Communications~~	~~Textron~~
~~Eastman Chemical~~	~~Lafarge North America~~	~~Thermo Fisher Scientific~~
~~Eaton~~	~~Lear~~	~~United States Steel~~
~~Ecolab~~	~~Mosaic~~	~~Whirlpool~~
~~Edison International~~	~~Northrup Grumman~~

AMETEK Inc.

BorgWarner

Dana Incorporated

Dover Corporation

Fortive Corporation

Illinois Tool Works Inc.

L3Harris Technologies, Inc.

Parker-Hannifin Corp.

Rockwell Automation, Inc.

Snap-On Incorporation

Spirit AeroSystems Holdings, Inc.

Stanley Black & Decker, Inc.

Teledyne Technologies Incorporated

Textron Inc.

Timken Company

TransDigm Group Incorporated

Westinghouse Air Brake Technologies

Xylem Inc.

Aerospace and Defense Peer Group for Measuring Relative TSR Performance for 2021 Long-Term Incentives (n=19)

AAR Corp.

Aerojet Rocketdyne Holdings, Inc.

The Boeing Company

BWX Technologies, Inc.

Curtiss-Wright Corporation

General Dynamics Corporation

HEICO Corporation

Hexcel Corporation

L3Harris Technologies, Inc.

Lockheed Martin Corporation

Moog Inc.

Northrop Grumman Corporation

Parsons Corporation

Raytheon Technologies Corp.

Spirit AeroSystems Holdings, Inc.

Teledyne Technologies Incorporated

Textron Inc.

TransDigm Group Incorporated

Triumph Group, Inc.

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~~2019~~HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT ~~C –~~ C−Calculation of Financial Measures

SEGMENT MEASURES

($ in millions)	Year ended
	December 31, 2021			December 31, 2020
Engine Products:
Third-party sales		$	2,282		$	2,406
Segment operating profit		$	440		$	417
Segment operating profit margin			19.3%			17.3%
Fastening Systems:
Third-party sales		$	1,044		$	1,245
Segment operating profit		$	190		$	247
Segment operating profit margin			18.2%			19.8%
Engineered Structures:
Third-party sales		$	725		$	927
Segment operating profit		$	54		$	73
Segment operating profit margin			7.4%			7.9%
Forged Wheels:
Third-party sales		$	921		$	679
Segment operating profit		$	255		$	153
Segment operating profit margin			27.7%			22.5%

Segment ~~Measures~~performance under the Company’s management reporting system is evaluated based on a number of factors; however, the primary measure of performance is Segment operating profit. The Company’s definition of Segment operating profit is Operating income excluding Special items. Special items include Restructuring and other charges and Corporate expense. Segment operating profit may not be comparable to similarly titled measures of other companies.

($ in millions) Year ended
December 31,
2018 December 31,
2017
Engineered Products and Solutions:
Third-party sales $ 6,316 $ 5,943
Segment operating profit $ 891 $ 964
Segment operating profit margin 14.1% 16.2%
Global Rolled Products:
Third-party sales $ 5,604 $ 5,000
Intersegment sales $ 160 $ 148
Segment operating profit $ 386 $ 424
Segment operating profit margin 6.9% 8.5%
Transportation and Construction Solutions:
Third-party sales $ 2,126 $ 2,011
Segment operating profit $ 304 $ 290
Segment operating profit margin 14.3% 14.4%
Reconciliation of Total segment operating profit to Consolidated income before taxes:
Total segment operating profit $ 1,581 $ 1,678
Unallocated amounts:
Restructuring and other charges (9) (165)
Impairment of goodwill — (719)
Corporate expense (247) (314)
Consolidated operating income 1,325 480
Interest expense (378) (496)
Other income (expense), net (79) 486
Consolidated income before income taxes $ 868 $ 470

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~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

~~Attachment~~ATTACHMENT C (continued)

~~Reconciliation~~SEGMENT END MARKETS REVENUE – ANNUAL

($ in millions)	Year ended December 31,
	2021			2020
Engine Products:
Aerospace – Commercial		$	1,105		$	1,247
Aerospace – Defense			523			557
Commercial Transportation			—			—
Industrial and Other			654			602
Third-party sales end-market revenue		$	2,282		$	2,406
Fastening Systems:
Aerospace – Commercial		$	537		$	808
Aerospace – Defense			158			156
Commercial Transportation			208			155
Industrial and Other			141			126
Third-party sales end-market revenue		$	1,044		$	1,245
Engineered Structures:
Aerospace – Commercial		$	387		$	542
Aerospace – Defense			270			303
Commercial Transportation			—			—
Industrial and Other			68			82
Third-party sales end-market revenue		$	725		$	927
Forged Wheels:
Aerospace – Commercial		$	—		$	—
Aerospace – Defense			—			—
Commercial Transportation			921			679
Industrial and Other			—			—
Third-party sales end-market revenue		$	921		$	679

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HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT C (continued)

Some of ~~Net~~ the information included in this document is derived from Howmet Aerospace’s consolidated financial information but is not presented in Howmet Aerospace’s financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Certain of these data are considered “non-GAAP financial measures” under SEC rules. These non-GAAP financial measures supplement our GAAP disclosures and should not be considered an alternative to the GAAP measure. Reconciliations to the most directly comparable GAAP financial measures and management’s rationale for the use of the non-GAAP financial measures can be found below.

RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS EXCLUDING SPECIAL ITEMS AND DILUTED EARNINGS PER SHARE (EPS) EXCLUDING SPECIAL ITEMS

($ in millions except per share and share amounts)	Year ended
	December 31, 2021			December 31, 2020
Income from continuing operations		$	258		$	211
Diluted earnings per share (EPS)
Continuing operations		$	0.59		$	0.48
Discontinued operations		$	—		$	0.11
Special items:
Restructuring and other charges			90			182
Discrete tax items1			9			(115)
Other special items
Debt tender fees and related costs			147			65
Costs, including interest, associated with the Arconic Inc. Separation Transaction			—			14
Plant fire (reimbursements) costs, net			(3)			3
Release of tax indemnification receivable			—			53
Legal and other advisory reimbursements related to Grenfell Tower, net			(4)			(12)
Costs associated with closures, shutdowns, and other items			35			3
Reversal of state investment tax credits			—			9
Total Other special items			175			135
Tax impact2			(90)			(59)
Income from continuing operations excluding Special items		$	442		$	354
Diluted EPS excluding Special items		$	1.01		$	0.80
Average number of shares			435,471,834			439,296,141

Income ~~Excluding Special items~~

(in millions, except per-share amounts) Year ended
December 31,
2018 December 31,
2017
Net income (loss) $642 $(74)
Diluted earnings (loss) per share (EPS) $1.30 $(0.28)
Special items:
Restructuring and other charges 9 165

Discrete tax items1
(15) 223

Other special items2
59 264

Tax impact3
(19) 40
Net income excluding Special items $676 $618
Diluted EPS excluding Special items $1.36 $1.22
Average number of shares – diluted EPS excluding Special items4 502,627,363 471,472,729

~~Net income~~from continuing operations excluding Special items and Diluted EPS excluding Special items are non-GAAP financial ~~measures.~~measure. Management believes that these measures are meaningful to investors because management reviews the operating results of ~~Arconic~~the Company excluding the impacts of Restructuring and other charges, Discrete tax items, and Other special items (collectively, “Special items”). There can be no ~~assurances~~assurance that additional special items will not occur in future periods. To compensate for this limitation, management believes that it is appropriate to consider both ~~Net income~~Income from continuing operations determined under GAAP as well as ~~Net income~~Income from continuing operations excluding Special items.

Discrete tax items for each period included the following:

•

for the year ended December 31, ~~2018,~~2021, a ~~benefit~~charge related to ~~certain~~ prior year foreign ~~investment losses~~earnings distributed or no longer recapturable ($74); a benefit to reverse a foreign tax reserve that is effectively settled ($38), a benefit to release valuation allowances and revalue deferred taxes due to current year tax law and tax rate changes in various U.S. states ($12), a benefit to record prior year adjustments in various jurisdictions ($7), a benefit to recognize the tax impact of prior year foreign losses in continuing operations that were supported by foreign income in other comprehensive income ($6), partially offset by a charge to establish a tax reserve in Spain ($60);considered permanently reinvested $13, a net charge ~~resulting from the Company’s finalized analysis of the U.S. Tax Cuts and Jobs Acts of 2017 ($59);~~related to valuation allowance adjustments $9, and a net charge for other items $1, partially offset by a ~~number of small items~~net benefit related to prior year amended returns and audit settlements ($3)14); and

•

for the year ended December 31, ~~2017,~~2020, a ~~charge resulting from the enactment of the U.S. Tax Cuts and Jobs Acts of 2017 that principally relates~~benefit related to the ~~revaluation~~release of ~~U.S. deferred tax assets and liabilities from 35% to 21% ($272), charge for~~ a reserve ~~against~~as a ~~foreign attribute resulting from~~result of a favorable Spanish tax case decision ($64), a benefit related to the ~~Company’s Delaware reincorporation~~recognition of a previously uncertain U.S. tax position ($~~23)~~30), ~~partially offset by~~ a benefit for ~~the reversal of state valuation allowances~~a U.S. tax law change ($~~69)~~30), and a ~~number of small items ($3).~~

~~Other special items included the following:~~

•

~~for the year ended December 31, 2018, costs related to settlements of certain customer claims primarily related to product introductions ($38), a~~net benefit from establishing a tax indemnification receivable ($29) reflecting Alcoa Corporation’s 49% share of the Spanish tax reserve, costs related to the early redemption of the Company’s outstanding 5.720% Senior Notes due 2019 ($19), legal and other advisory costs related to Grenfell Tower ($18), strategy and portfolio review costs ($7), a charge for a number of small tax items ($5)3), partially offset by charges resulting from the remeasurement of deferred tax balances in various jurisdictions as a result of the Arconic Inc. Separation Transactions $8, and ~~an other~~a charge ~~($1); and~~related to tax rate changes in various jurisdictions $4.

•

for the year ended December 31, 2017, an impairment of goodwill related to the forgings and extrusions business ($719), a gain on the sale of a portion of Arconic’s investment in Alcoa Corporation common stock ($351), a gain on the exchange of the remaining portion of Arconic’s investment in Alcoa Corporation common stock ($167), a favorable adjustment to the Firth Rixson earn-out ($81), costs associated with the Company’s early redemption of $1,250 of outstanding senior notes ($76), proxy, advisory, and governance-related costs ($58), a favorable adjustment to a separation-related guarantee liability ($25), costs associated with the separation of Alcoa Inc. ($18), legal and other advisory costs related to Grenfell Tower ($14), and costs associated with the Company’s Delaware reincorporation ($3).

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~Attachment C~~ ~~(continued)~~

The tax impact on ~~special~~Special items is based on the applicable statutory rates whereby the difference between such rates and ~~Arconic’s~~the Company’s consolidated estimated annual effective tax rate is itself a Special item.

The average number of shares applicable to diluted EPS excluding Special items, includes certain share equivalents as their effect was dilutive. For all periods presented, share equivalents associated with outstanding employee stock options and awards and shares underlying outstanding convertible debt (acquired through the acquisition of RTI) were dilutive based on Net income excluding Special items. For the year ended December 31, 2017, share equivalents associated with mandatory convertible preferred stock were anti-dilutive based on Net income excluding Special items.

~~Reconciliation of Adjusted Free Cash Flow~~

($ in millions) Year ended
December 31,
2018 December 31,
2017
Cash provided from (used for) operations $ 217 $ (39)
Cash receipts from sold receivables1 1,016 792
Capital expenditures (768) (596)
Adjusted free cash flow $ 465 $ 157

Accounting guidance effective in 2018 changed the classification of Cash receipts from sold receivables in the cash flow statement, reclassifying it from Operating activities to Investing activities. Under the prior accounting guidance, Cash receipts from sold receivables were included in the (Increase) in receivables line in the Operating activities section of the statement of cash flows.

~~There has been no change in the net cash funding in the sale of accounts receivable program in the fourth quarter of 2018. It remains at $350.~~

Adjusted free cash flow is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because management reviews cash flows generated from operations after taking into consideration capital expenditures (due to the fact that these expenditures are considered necessary to maintain and expand Arconic’s asset base and are expected to generate future cash flows from operations), as well as cash receipts from net sales of beneficial interest in sold receivables. In conjunction with the implementation of the new accounting guidance on changes to the classification of certain cash receipts and cash payments within the statement of cash flows, specifically as it relates to the requirement to reclassify cash receipts from net sales of beneficial interest in sold receivables from operating activities to investing activities, the Company has changed the calculation of its measure of Adjusted free cash flow to include cash receipts from net sales of beneficial interest in sold receivables. This change to our measure of Adjusted free cash flow is being implemented to ensure consistent presentation of this measure across all historical periods. The adoption of this accounting guidance does not reflect a change in our underlying business or activities. It is important to note that Adjusted free cash flow does not represent the residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure.

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~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

~~Attachment~~ATTACHMENT C (continued)

~~Reconciliation of Operating Income Excluding Special Items~~RECONCILIATION OF OPERATING INCOME MARGIN EXCLUDING SPECIAL ITEMS AND OTHER ADJUSTMENTS

($ in millions)	Year ended						($ in millions)	Year Ended
	December 31, 2018			December 31, 2017				December 31, 2021			December 31, 2020
Operating income		$	1,325		$	480	Operating income		$	748		$	626
Special items:							Special items:
Restructuring and other charges			9			165	Restructuring and other charges			90			182
Impairment of goodwill			—			719	Costs associated with the Arconic Inc. Separation Transaction			—			7
Separation costs			—			18	Legal and other advisory reimbursements related to Grenfell Tower, net			(4)			(12)
Proxy, advisory and governance-related costs			—			58	Plant fire (reimbursements) costs, net			(3)			3
Delaware reincorporation costs			—			3	Costs associated with closures, shutdowns, and other items			35			3
Legal and other advisory costs related to Grenfell Tower			18			14	Operating income excluding Special items		$	866		$	809
Strategy and portfolio review costs			7			—	Sales		$	4,972		$	5,259
Settlements of certain customer claims primarily related to product introductions			38			—	Operating income margin excluding Special items			17.4%			15.4%
Operating income excluding Special items		$	1,397		$	1,457
Adjustment for incentive compensation1			(6)			n/a
Operating income excluding Special items – as adjusted for incentive compensation		$	1,391			n/a

Operating income excluding Special items ~~is a~~and Operating income margin excluding Special items are non-GAAP financial ~~measure.~~measures. Management believes that ~~this measure is~~these measures are meaningful to investors because management reviews the operating results of ~~Arconic~~the Company excluding the impacts of Special items. There can be no assurances that additional Special items will not occur in future periods. To compensate for this limitation, management believes that it is appropriate to consider both Operating income determined under GAAP as well as Operating income excluding Special items.

~~The adjustment for incentive compensation included the normalization of foreign currency exchange rates realized in 2018 results to those contemplated in Arconic’s 2018 Plan.~~

~~Reconciliation of Controllable Free Cash Flow~~

($ in millions) Year ended
December 31,
2018
Operating income $ 1,325
Special items:
Restructuring and other charges 9
Legal and other advisory costs related to Grenfell Tower 18
Strategy and portfolio review costs 7
Settlements of certain customer claims primarily related to product introductions 38
Operating income excluding Special items $ 1,397
Add: Depreciation and amortization 576
Less: Capital expenditures (768)
Less: Change in Receivables from customers, less allowances (12)
Less: Change in Deferred purchase program (47)
Less: Change in Inventories (12)
Add: Change in Accounts payable, trade 290
Controllable Free Cash Flow $ 1,424
Adjustment for incentive compensation1 (9)
Controllable Free Cash Flow – as adjusted for incentive compensation $ 1,415

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~~2019~~HOWMET AEROSPACE | 2022 Proxy Statement

~~Attachment~~ATTACHMENT C (continued)

~~Controllable free cash flow is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because management reviews Operating income~~RECONCILIATION OF ADJUSTED EBITDA EXCLUDING SPECIAL ITEMS MARGIN

($ in millions)	Quarter ended December 31, 2021
Income from continuing operations after income taxes		$	77
Add:
Provision for income taxes			1
Other expense, net			6
Loss on debt redemption			5
Interest expense, net			58
Restructuring and other charges			68
Provision for depreciation and amortization			67
Adjusted EBITDA		$	282
Add:
Plant fire reimbursements, net			(11)
Costs associated with closures, shutdowns, and other items			25
Adjusted EBITDA excluding Special items		$	296
Third-party sales		$	1,285
Adjusted EBITDA excluding Special items margin			23.0%

Adjusted EBITDA, Adjusted EBITDA excluding Special items ~~adding back noncash depreciation~~ and ~~amortization, and adjusting for controllable~~Adjusted EBITDA excluding Special items ~~including capital expenditures and changes in working capital. The Controllable free cash flow presented may not be comparable to similarly titled measures of other companies.~~

~~The adjustment for incentive compensation included the normalization of foreign currency exchange rates realized in 2018 results to those contemplated in Arconic’s 2018 Plan.~~

~~Reconciliation of Adjusted Revenue~~

($ in millions) Year ended
December 31,
2018
Sales $ 14,014
Adjustment for performance-based restricted share units1 62
Revenue – as adjusted for performance-based restricted share units $ 14,076

~~Adjusted revenue is a~~margin are non-GAAP financial ~~measure. Management believes that this measure is meaningful to investors as Adjusted revenue is more reflective of historical revenue performance.~~

measures. The ~~adjustment for performance-based restricted share units included the normalization of foreign currency exchange rates realized in 2018 results to those contemplated in Arconic’s 2018 Plan.~~

~~Reconciliation of Consolidated Adjusted EBITDA Margin~~

($ in millions) Year ended
December 31,
2018
Net income $ 642
Add:
Provision for income taxes 226
Other expense (income), net 79
Interest expense 378
Restructuring and other charges 9
Provision for depreciation and amortization 576
Consolidated adjusted EBITDA $ 1,910
Add:
Settlements of certain customer claims primarily related to product introductions 38
Strategy and portfolio review costs 7
Legal and other advisory costs related to Grenfell Tower 18
Consolidated adjusted EBITDA, excluding Special items $ 1,973
Sales $ 14,014
Adjusted EBITDA margin 13.6%
Adjusted EBITDA margin, excluding Special items 14.1%
Adjustment for performance-based restricted share units1 (0.1)%
Adjusted EBITDA margin, excluding Special items – as adjusted for incentive compensation 14.0%

~~Arconic’s~~Company’s definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation and amortization. ~~Adjusted EBITDA is a non-GAAP financial measure.~~ Management believes that ~~this measure is~~Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items Margin are meaningful to investors because they provide additional information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. The Adjusted EBITDA presented may not be comparable to similarly titled measures of other companies.

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~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

~~Attachment~~ATTACHMENT C (continued)

RECONCILIATION OF ADJUSTED EBITDA EXCLUDING SPECIAL ITEMS MARGIN

($ in millions)	2nd Half of 2021
Income from continuing operations after income taxes		$	104
Add:
Benefit for income taxes			(3)
Other expense, net			7
Loss on debt redemption			123
Interest expense, net			121
Restructuring and other charges			76
Provision for depreciation and amortization			135
Adjusted EBITDA		$	563
Add:
Plant fire reimbursements, net			(10)
Costs associated with closures, shutdowns, and other items			35
Adjustment for performance-based restricted share units1			3
Adjusted EBITDA excluding Special items		$	591
Third-party sales		$	2,568
Adjustment for performance-based restricted share units1			15
Adjusted sales		$	2,583
Adjusted EBITDA excluding Special items margin			22.9%

Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items margin are non-GAAP financial measures. The Company’s definition of Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation and amortization. Management believes that Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items Margin are meaningful to investors because ~~Adjusted EBITDA provides~~they provide additional information with respect to ~~Arconic’s~~the Company’s operating performance and the Company’s ability to meet its financial obligations. The Adjusted EBITDA presented may not be comparable to similarly titled measures of other companies.

Additionally, Adjusted ~~EBITDA, excluding Special items~~sales is a non-GAAP financial measure. Management believes that this measure is meaningful to investors because ~~management reviews the operating results~~its reflective of Arconic excluding the impacts of Special items, such as costs associated with the settlement of certain customer claims primarily related to product introductions, strategy and portfolio review, and legal and other advisory costs related to Grenfell Tower (collectively “Special items”). This measure provides additional information with respect to Arconic’s operating performance and the Company’s ability to meet its financial obligations excluding such costs.historical revenue performance.

The adjustment for performance-based restricted share units included the normalization of foreign currency exchange rates and other adjustments realized in ~~2018~~actual results to those contemplated in ~~Arconic’s 2018 Plan.~~the Company’s incentive compensation targets.

~~Reconciliation~~

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HOWMET AEROSPACE | 2022 Proxy Statement

ATTACHMENT C (continued)

RECONCILIATION OF ADJUSTED EBITDA EXCLUDING SPECIAL ITEMS MARGIN

($ in millions)	Twelve months ended December 31, 2020 (2020 LTIP Result)			Twelve months ended December 31, 2021 (2021 LTIP Result)
Income from continuing operations after income taxes		$	211		$	258
Add:
Benefit for income taxes			(40)			(66)
Other expense, net			74			19
Loss on debt redemption			64			146
Interest expense			317			259
Restructuring and other charges			182			90
Provision for depreciation and amortization			279			270
Adjusted EBITDA		$	1,087		$	1,108
Add:
Costs associated with the Arconic Inc. Separation Transaction			7			—
Plant fire reimbursements, net1			(3)			(4)
Legal and other advisory costs related to Grenfell Tower			(12)			(4)
Costs associated with closures, shutdowns, and other items			3			35
Adjustment for performance-based restricted share units2			10			3
Adjusted EBITDA excluding Special items		$	1,092		$	1,138
Third-party sales		$	5,259		$	4,972
Adjustment for performance-based restricted share units2			(13)			15
Adjusted sales		$	5,246		$	4,987
Adjusted EBITDA excluding Special items margin			20.8%			22.8%

Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items margin are non-GAAP financial measures. The Company’s definition of ~~Return on~~Adjusted EBITDA (Earnings before interest, taxes, depreciation, and amortization) is net margin plus an add-back for depreciation and amortization. Net ~~Assets (RONA)~~margin is equivalent to Sales minus the following items: Cost of goods sold; Selling, general administrative, and other expenses; Research and development expenses; and Provision for depreciation and amortization. Management believes that Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items Margin aremeaningful to investors because they provide additional information with respect to the Company’s operating performance and the Company’s ability to meet its financial obligations. The Adjusted EBITDA, Adjusted EBITDA excluding Special items and Adjusted EBITDA excluding Special items margin presented may not be comparable to similarly titled measures of other companies.

($ in millions) Year ended
December 31,
2018
Net income $ 642

Special items1
34
Net income excluding Special items 676

Net Assets: December 31,
2018
Add: Receivables from customers, less allowances $ 1,047

Add: Deferred purchase program2
234
Add: Inventories 2,492
Less: Accounts payable, trade 2,129
Working capital 1,644
Properties, plants, and equipment, net (PP&E) 5,704
Net assets - total $ 7,348
RONA 9.2%
Adjustment for performance-based restricted share units3 (0.1)%
RONA – as adjusted for incentive compensation 9.1%

~~RONA~~Additionally, Adjusted sales is a non-GAAP financial measure. ~~RONA is calculated as Net income excluding Special items divided by working capital and net PP&E.~~ Management believes that this measure is meaningful to investors ~~as RONA helps management and investors determine the percentage~~because its reflective of ~~net income the company is generating from its assets. This ratio tells how effectively and efficiently the company is using its assets to generate earnings.~~historical revenue performance.

~~See “Reconciliation~~Plant fire reimbursements excludes the impacts of ~~Net income excluding Special items” for a description~~$6 of ~~Special items.~~depreciation in the second quarter ended June 30, 2020.

The Deferred purchase program relates to an arrangement to sell certain customer receivables to several financial institutions on a recurring basis. Arconic is adding back the receivable for the purposes of the Working capital calculation.

~~TABLE OF CONTENTS~~

~~2019 Proxy Statement~~

~~ATTACHMENT D – 2013 Arconic Stock Incentive Plan, as Amended and Restated~~

~~SECTION 1. PURPOSE.~~ The purpose of the 2013 Arconic Stock Incentive Plan is to encourage selected Directors and Employees to acquire a proprietary interest in the long-term growth and financial success of the Company and to further link the interests of such individuals to the long-term interests of shareholders.

~~SECTION 2. DEFINITIONS.~~ ~~As used in the Plan, the following terms have the meanings set forth below:~~

~~“Affiliate”~~ ~~shall have the meaning set forth in Rule 12b-2 under Section 12 of the U.S. Securities Exchange Act of 1934, as amended.~~

~~“Award”~~ means any Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit, or any other right, interest, or option relating to Shares or other property granted pursuant to the provisions of the Plan.

~~“Award Agreement”~~ means any written or electronic agreement, contract, or other instrument or document evidencing any Award granted by the Committee hereunder, which may, but need not, be executed or acknowledged by both the Company and the Participant.

~~“Board”~~ ~~means the Board of Directors of the Company.~~

~~“Change in Control”~~ ~~means the occurrence of an event set forth in any one of the following paragraphs:~~

~~(a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended) (a “Person~~”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended) of 30% or more of either (A) the then-outstanding Shares (the “~~Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities~~”); provided, however, that, for purposes hereof, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates or (iv) any acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) of this definition;

~~(b) individuals who, as of May 24, 2017, constituted the Board (the “Incumbent Board~~”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to May 24, 2017 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered a member of the Incumbent Board unless and until such individual is elected to the Board at an annual meeting of the Company occurring after the date such individual initially assumed office, so long as such election occurs pursuant to a nomination approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board, which nomination is not made pursuant to a Company contractual obligation;

(c) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “~~Business Combination~~”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, 55% or more of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the

TABLE OF CONTENTS

~~2019~~ HOWMET AEROSPACE | 2022 Proxy Statement

~~Attachment D~~ATTACHMENT C (continued)

~~then-outstanding voting securities~~RECONCILIATION OF ADJUSTED FREE CASH FLOW – 2021

($ in millions)	1Q21			2Q21			3Q21			4Q21			Total 2021
Cash (used for) provided from operations		$	(6)		$	85		$	67		$	303		$	449
Cash receipts from sold receivables			57			115			95			—			267
Capital expenditures			(55)			(36)			(47)			(61)			(199)
Adjusted free cash flow		$	(4)		$	164		$	115		$	242		$	517
Voluntary cash pension payments			—			—			—			28			28
Adjusted free cash flow, excluding voluntary cash pension payments		$	(4)		$	164		$	115		$	270		$	545

The net cash funding from the sale of ~~such entity entitled to vote generally~~accounts receivables was neither a use of cash nor a source of cash in all periods presented.

In the third quarter of 2021, the Company restructured its accounts receivable securitization. As a result, going forward, Cash receipts from sold receivables (which had been included in the ~~election of directors (or, for a non-corporate entity, equivalent securities), except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority~~investing section of the ~~members~~Statement of Consolidated Cash Flows) will be $0 as the entire impact of the ~~board of directors (or, for a non-corporate entity, equivalent governing body)~~accounts receivable securitization program will be included in the Cash (used for) provided from operations section of the ~~entity resulting from such Business Combination were members~~Statement of Consolidated Cash Flows. Consequently, for the ~~Incumbent Board at the time~~fourth quarter of ~~the execution of the initial agreement or of the action of the Board providing for such Business Combination; or~~

~~(d) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.~~

~~“Code”~~ ~~means the U.S. Internal Revenue Code of 1986, as amended from time to time, including rules, regulations~~2021 and ~~guidance promulgated thereunder and successor provisions and rules and regulations thereto (except as otherwise specified herein).~~

~~“Committee”~~ means the Compensation and Benefits Committee of the Board, any successor to such committee or a subcommittee thereof or, if the Board so determines, another committee of the Board, in each case composed of no fewer than two directors, each of whom is a Non-Employee Director and (as necessary for purposes of Outstanding Qualified Performance-Based Awards) an “outside director” within the meaning of Section 162(m). In accordance with Section 3(b) of the Plan, “Committee” shall include the Board for purposes of Awards granted to Directors.

~~“Company”~~ ~~means Arconic Inc., a Delaware corporation (formerly known as Alcoa Inc.), including any successor thereto.~~

~~“Contingency Period”~~ ~~has the meaning set forth in SECTION 8.~~

~~“Director”~~ ~~means a member of the Board who is not an Employee.~~

~~“Employee”~~ ~~means any employee (including any officer or employee director) of the Company or of any Subsidiary.~~

~~“Equity Restructuring”~~ means a nonreciprocal transaction between the Company and its shareholders, such as a stock dividend, stock split (including a reverse stock split), spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the Shares (or other securities of the Company) or the price of Shares (or other securities) and causes a change in the per share value of the Shares underlying outstanding Awards.

~~“Executive Officer”~~ ~~means an officer who is designated as an executive officer by the Board or by its designees in accordance with~~full year 2022, the definition of ~~executive officer under Rule 3b-7 of the U.S. Securities Exchange Act of 1934, as amended.~~Adjusted free cash flow is Cash (used for) provided from operations less Capital expenditures.

~~“Exercisable Time-Based Award”~~ ~~has the meaning set forth in SECTION 12.~~

~~“Fair Market Value”~~ ~~with respect~~Adjusted free cash flow and Adjusted free cash flow, excluding voluntary cash pensions payments are non-GAAP financial measures. Management believes that these measures are meaningful to Shares on any given date means the closing price per Share on that date as reported on the New York Stock Exchange or other stock exchange on which the Shares principally trade. If the New York Stock Exchange or such other exchange is not open for business on the date fair market value is being determined, the closing price as reported for the immediately preceding business day on which that exchange is open for business will be used. For avoidance of doubt, for tax purposes upon settlement of an Award, the fair market value of the Shares may be determined using such other methodology as may be required by applicable laws or as appropriate for administrative reasons.

~~“Family Member”~~ ~~has the same meaning as such term is defined in Form S-8 (or any successor form) promulgated under the U.S. Securities Act of 1933, as amended.~~

~~“Non-Employee Director” has the meaning set forth in Rule 16b-3(b)(3) under the U.S. Securities Exchange Act of 1934, as amended, or any successor definition adopted by the U.S. Securities and Exchange Commission.~~

~~“Option”~~ means any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine. All Options granted under the Plan are intended to be nonqualified stock options for purposes of the Code.

~~“Other Awards”~~ ~~has the meaning set forth in SECTION 10.~~

~~“Outstanding Qualified Performance-Based Awards”~~ shall mean any Awards granted prior to, and that are outstanding as of, the Third Restatement Date and that are intended to constitute “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code. For avoidance of doubt, all provisions of the Plan governing Outstanding Qualified Performance Awards that were in effect priorinvestors because management reviews cash flows generated from operations after taking into consideration capital expenditures (due to the ~~Third Restatement Date shall continue~~fact that these expenditures are considered necessary to maintain and expand the Company’s asset base and are expected to generate future cash flows from operations), as well as cash receipts from net sales of beneficial interest in ~~effect with respect~~sold receivables. It is important to ~~Outstanding Qualified Performance-Based Awards, notwithstanding~~note that Adjusted free cash flow and Adjusted free cash flow, excluding voluntary cash pension payments do not represent the ~~elimination of~~residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such ~~provisions~~as mandatory debt service requirements, are not deducted from the ~~Plan as of the Third Restatement Date.~~measure.

TABLE OF CONTENTS

~~2019~~HOWMET AEROSPACE | 2022 Proxy Statement

~~Attachment D~~ATTACHMENT C (continued)

“~~Participant” means an Employee or a Director who is selected to receive an Award under~~RECONCILIATION OF ADJUSTED FREE CASH FLOW – 2020

($ in millions)	1Q20			2Q20			3Q20			4Q20			Total 2020
Cash provided from operations		$	(208)		$	31		$	35		$	151		$	9
Cash receipts from sold receivables			48			66			144			164			422
Capital expenditures			(152)			(32)			(36)			(47)			(267)
Adjusted free cash flow		$	(312)		$	65		$	143		$	268		$	164
Cost associated with the Arconic Inc. Separation Transaction			66			11			—			—			77
Allocation adjustments1			146			—			—			—			146
Adjusted free cash flow, excluding costs associated with the Arconic Inc. Separation Transaction		$	(100)		$	76		$	143		$	268		$	387

The net cash funding from the ~~Plan.~~

~~“Performance Award”~~ ~~means any award granted pursuant to SECTION 11 and, as applicable, SECTION 13 hereof~~sale of accounts receivables was $329 million in the ~~form~~first quarter of ~~Options, Stock Appreciation Rights, Restricted Share Units, Restricted Shares or other awards~~2020 which represented a $21 million use of ~~property, including~~ cash ~~that have~~in the first quarter. The net cash funding from the sale of accounts receivables was $299 million in the second quarter of 2020 which represented a ~~performance feature described~~$30 million use of cash in ~~SECTION 11 and/or SECTION 13.~~the second quarter. The net cash funding from the sale of accounts receivables was $255 million in the third quarter of 2020 which represented a $45 million use of cash in the third quarter. The net cash funding from the sale of accounts receivables was $250 million in the fourth quarter of 2020 which represented a $5 million use of cash in the fourth quarter.

~~“Performance Period”~~ means that period established by the Committee at the time any Performance Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured. A Performance Period may not be less than one year.

~~“Plan”~~ ~~means this 2013 Arconic Stock Incentive Plan, as amended~~Adjusted free cash flow and ~~restated and as may be further amended from time to time.~~

~~“Prior Plans”~~ mean the 2009 Alcoa Stock Incentive Plan, 2004 Alcoa Stock Incentive Plan, the Long Term Stock Incentive Plan of Aluminum Company of America, and the Alcoa Stock Incentive Plan, each as amended and restated from time to time.

~~“Replacement Award”~~ means an Award resulting from adjustments or substitutions referred to in Section 4(f) herein, provided that such Award is issued by a company (foreign or domestic) the majority of the equity of which is listed under and in complianceAdjusted free cash flow, excluding costs associated with the ~~domestic company listing rules of the New York Stock Exchange or with a similarly liquid exchange which has comparable standards~~Arconic Inc. Separation Transaction are non-GAAP financial measures. Management believes that these measures are meaningful to investors because management reviews cash flows generated from operations after taking into consideration capital expenditures (due to the ~~domestic company listing standards~~fact that these expenditures are considered necessary to maintain and expand the Company’s asset base and are expected to generate future cash flows from operations), cash receipts from net sales of ~~the New York Stock Exchange.~~

~~“Restricted Shares”~~ ~~has the meaning set forth~~beneficial interest in ~~SECTION 8.~~

~~“Restricted Share Unit”~~ ~~has the meaning set forth in SECTION 9.~~

~~“Section 162(m)”~~ ~~means Section 162(m) of the Code~~sold receivables, as ~~in effect prior to its amendment by the Tax Cuts and Jobs Act, P.L. 115-97; all references in the Plan to sections or subsections of Section 162(m) shall be construed accordingly.~~

~~“Shares”~~ ~~means the shares of common stock of the Company, $1.00 par value.~~

~~“Stock Appreciation Right”~~ ~~means any right granted under SECTION 7.~~

~~“Subsidiary”~~ means any corporation or other entity in which the Company owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock in such corporation or entity, and any corporation, partnership, joint venture, limited liability company or other business entitywell as ~~to which the Company possesses a significant ownership interest, directly or indirectly, as determined by the Committee.~~

~~“Substitute Awards”~~ means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines.

~~“Third Restatement Date”~~ ~~has the meaning set forth in SECTION 16.~~

“~~Time-Based Award~~” ~~means any Award granted pursuant to the Plan that is not a Performance Award.~~

~~SECTION 3. ADMINISTRATION.~~

~~(a)~~ ~~Administration by the Committee.~~ ~~The Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to such orders or resolutions not inconsistent~~costs associated with the ~~provisions of~~Arconic Inc. Separation Transaction. It is important to note that Adjusted free cash flow and Adjusted free cash flow, excluding costs associated with the ~~Plan~~Arconic Inc. Separation Transaction, measures do not represent the residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as may from time to time be adopted by the Board, to: (i) select the Employees of the Company and its Subsidiaries to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Award to be granted to each Employee Participant hereunder; (iii) determine the number of Shares to be covered by each Employee Award granted hereunder; (iv) determine the terms and conditions of any Employee Award granted hereunder, and make modifications to such terms and conditions with respect to any outstanding Employee Award, in each case, whichmandatory debt service requirements, are not ~~inconsistent with~~deducted from the ~~provisions~~measure.

Adjustments include differences between allocations as required under discontinued operations as part of ~~the Plan; (v) determine whether, to what extent~~generally accepted accounting principles and ~~under what circumstances Employee Awards may be settled~~estimated actual spending in cash ~~Shares or other property or canceled or suspended; (vi) determine whether,~~provided from operations and capital expenditures related to ~~what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an Employee Award under this Plan shall be deferred either automatically or at~~Howmet on a standalone basis as if the election of the Participant; (vii) interpret and administer the Plan and any instrument or agreement entered into under the Plan; (viii) determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Participant’s termination of service for purposes of AwardsArconic Inc. Separation Transaction had occurred on January 1, 2020.

TABLE OF CONTENTS

~~2019 Proxy Statement~~

~~Attachment D~~ ~~(continued)~~

granted under the Plan; (ix) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan, including, without limiting the generality of the foregoing, make any determinations necessary to effectuate the purpose of Section 12(a)(v) below. Decisions of the Committee shall be final, conclusive and binding upon all persons, including the Company, any Participant and any shareholder; provided that the Board shall approve any decisions affecting Director Awards.

~~(b)~~ ~~Administration by the Board.~~ The Board shall have full power and authority, upon the recommendation of the Governance and Nominating Committee of the Board to: (i) select the Directors of the Company to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Award to be granted to each Director Participant hereunder; (iii) determine the number of Shares to be covered by each Director Award granted hereunder; (iv) determine the terms and conditions of any Director Award granted hereunder, and make modifications to such terms and conditions with respect to any outstanding Director Award, in each case, which are not inconsistent with the provisions of the Plan; (v) determine whether, to what extent and under what circumstances Director Awards may be settled in cash, Shares or other property or canceled or suspended; and (vi) determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to a Director Award under this Plan shall be deferred either automatically or at the election of the Director. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding compensation payable to a Director, the sum of the grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all Awards payable in Shares and the maximum cash value of any other Award granted under the Plan to an individual as compensation for services as a Director, together with cash compensation paid to the Director in the form of Board and Committee retainer, meeting or similar fees, during any calendar year shall not exceed $750,000. For avoidance of doubt, compensation shall count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred.

~~SECTION 4. SHARES SUBJECT TO THE PLAN.~~

~~(a)~~ ~~Number of Shares Reserved under the Plan.~~ Subject to the adjustment provisions of Section 4(f) below and the provisions of Section 4(b), commencing May 14, 2019, up to 66,666,666 Shares may be issued under the Plan (which reflects an increase of 20,000,000 Shares from 46,666,666, the number of Shares that were authorized for issuance under the Plan as of May 6, 2016). Each Share issued pursuant to an Award other than an Option or a Stock Appreciation Right shall count as 2.33 Shares for purposes of the foregoing authorization. Each Share issued pursuant to an Option or Stock Appreciation Right shall be counted as one Share for each Option or Stock Appreciation Right.

~~(b)~~ ~~Share Replenishment~~. In addition to the Shares authorized by Section 4(a), the following Shares shall become available for issuance under the Plan: (i) Shares underlying Awards that are granted under the Plan, which are subsequently forfeited, cancelled or expire in accordance with the terms of the Award, and (ii) Shares underlying Awards that had previously been granted under Prior Plans that are outstanding as of the date of the Plan, which are subsequently forfeited, cancelled or expire in accordance with the terms of the Award. The following Shares shall not become available for issuance under the Plan: (x) Shares tendered in payment of an Option or other Award, and (y) Shares withheld for taxes. Shares purchased by the Company using Option proceeds shall not be added to the Plan limit and if Stock Appreciation Rights are settled in Shares, each Stock Appreciation Right shall count as one Share whether or not Shares are actually issued or transferred under the Plan.

~~(c)~~ ~~Issued Shares~~. Shares shall be deemed to be issued hereunder only when and to the extent that payment or settlement of an Award is actually made in Shares. Notwithstanding anything herein to the contrary, the Committee may at any time authorize a cash payment in lieu of Shares, including without limitation if there are insufficient Shares available for issuance under the Plan to satisfy an obligation created under the Plan.

~~(d)~~ ~~Source of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased in the open market or otherwise.~~

~~(e)~~ ~~Substitute Awards. Shares issued or granted in connection with Substitute Awards shall not reduce the Shares available for issuance under the Plan or to a Participant in any calendar year.~~

~~(f)~~ ~~Adjustments. Subject to SECTION 12:~~

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TABLE OF CONTENTS

~~2019 Proxy Statement~~

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~~Attachment D~~ ~~(continued)~~

~~(i)~~ ~~Corporate Transactions~~HOWMET AEROSPACE INC.C/O CORPORATE SECRETARY'S OFFICE 201 ISABELLA STREETSUITE 200 PITTSBURGH, PA 15212 SCAN TO VIEW MATERIALS & VOTEVOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 24, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 22, 2022 for shares held in the Employee Savings Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/HWM2022You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 24, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 22, 2022 for shares held in the Employee Savings Plan. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in maling proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via email or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electrioncally in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D77090-Z82118KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYHOWMET AEROSPACE INC. The Board of Directors recommends you vote FOR the following Proposal:1.Election of Directors Nominees: 1a. James F. Albaugh 1b. Amy E. Alving 1c. Sharon R. Barner 1d. Joseph S. Cantie 1e. Robert F. Leduc 1f. David J. Miller 1g. Jody G. Miller 1h. Nicole W. Piasecki 1i. John C. Plant 1j. Ulrich R. Schmidt For Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! ! The Board of Directors recommends you vote FOR the following Proposals:2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. 3.To approve, on an advisory basis, executive compensation. The Board of Directors recommends you vote AGAINST the following Proposal:4.Shareholder Proposal regarding an independent Board Chairman. NOTE: Such other ~~than an Equity Restructuring. In~~business as may properly come before the ~~event of~~meeting or any ~~stock dividend, stock split, combination or exchange of shares, merger, consolidation~~adjournment thereof. For Against Abstain! ! !For Against Abstain! ! !For Against Abstain! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Shares or the price of the Shares other than an Equity Restructuring, the Committee shall make such adjustments, if any,fiduciary, please give full title as the Committee in its discretion may deem appropriate to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 4(a) and 13(d) hereof); (ii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per Share for any outstanding Awards under the Plan. Any adjustment affecting an Outstanding Qualified Performance-Based Award shall be made consistent with the requirements of Section 162(m).

In the event of any transaction or event described above in this Section 4(f)(i) or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles, the Committee, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect tosuch. Joint owners should each sign personally. All holders must sign. If a change in applicable laws or accounting principles may be made within a reasonable period of time after such change), is hereby authorized to take actions, including but not limited to any one or more of the following actions, whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles, provided that the number of Shares subject to any Award will always be a whole number:

(A) To provide for either (I) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described above in this Section 4(f)(i) the Committee determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment) or (II) the replacement of such Award with other rights or property selected by the Committee in its sole discretion;

~~(B) To provide that such Award be assumed by the successor or survivor~~ corporation or ~~a parent~~partnership, please sign in full corporate or ~~subsidiary thereof, or shall be substituted for~~partnership name by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(C) To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards, and in the number and kind of outstanding Restricted Shares and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding options, rights and awards;

~~(D) To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby; or~~

~~(E) To provide that the Award cannot vest, be exercised or become payable after such event.~~

~~(ii)~~ ~~Equity Restructuring~~. In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in this Section 4(f), the Committee will adjust the terms of the Plan and each outstanding Award as it deems equitable to reflect the Equity Restructuring, which may include (i) adjusting the number and type of securities subject to each outstanding Award and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Sections 4(a) and 13(d) hereof); (ii) adjusting the terms and conditions of (including the grant or exercise price), and the performance targets or other criteria included in, outstanding Awards; and (iii) granting new Awards or making cash payments to Participants. The adjustments provided under this Section 4(f)(ii) will be nondiscretionary and final and binding on all interested parties, including the affected Participant and the Company; provided that the Committee will determine whether an adjustment is equitable and the number of Shares subject to any Award will always be a whole number.

~~(iii)~~ ~~Awards under Prior Plans. Any outstanding Awards granted under Prior Plans before the expiration date of the Prior Plans shall continue to be subject to the terms and conditions of the Prior Plans.~~

authorized officer.Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

TABLE OF CONTENTS

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~~2019~~Important Notice Regarding the Availability of Proxy ~~Statement~~

~~Attachment D~~ ~~(continued)~~

~~SECTION 5. ELIGIBILITY AND VESTING REQUIREMENTS.~~

~~(a)~~ ~~Eligibility. Any Director or Employee shall be eligible to be selected as a Participant.~~

~~(b)~~ ~~Minimum Vesting~~. Notwithstanding any other provision of the Plan to the contrary, all awards granted under the Plan after its approval by shareholders at the Company’s 2019 Annual Meeting of Shareholders shall have a minimum vesting period of one year measured from the date of grant; provided, however, that up to 5% of the Shares available for future distribution under the Plan as of such date may be granted without such minimum vesting requirement. Nothing in this Section 5(b) shall limit the Company’s ability to grant Awards that contain rights to accelerated vesting on a termination of employment or service (or to otherwise accelerate vesting), or limit any rights to accelerated vesting in connection with a Change in Control, as provided in SECTION 12 of the Plan. In addition, the minimum vesting requirement set forth in this Section 5(b) shall not apply to Substitute Awards or to Director Awards which vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of the Company’s shareholders (which is at least 50 weeks after the immediately preceding year’s annual meeting) and shall not limit the adjustment provisions of Section 4(f).

~~SECTION 6. STOCK OPTIONS.~~ Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option granted under the Plan may be evidenced by an Award Agreement in such form as the Committee from time to time approves. Any such Option shall be subject to the terms and conditions required by this SECTION 6 and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee may deem appropriate in each case.

~~(a)~~ ~~Option Price. The purchase price (or Option price) per Share purchasable under an Option shall be determined by the Committee in its sole discretion;~~ ~~provided~~ that, except in connection with an adjustment provided for in Section 4(f) or Substitute Awards, such purchase price shall not be less than the Fair Market Value of one Share on the date of the grant of the Option. The Committee may, in its sole discretion, establish a limit on the amount of gain that can be realized on an Option.

~~(b)~~ ~~Option Period. The term of each Option granted hereunder shall not exceed ten years from the date the Option is granted.~~

~~(c)~~ ~~Exercisability. Options shall be exercisable at such time or times as determined by the Committee at or subsequent to grant, subject to Section 5(b).~~

~~(d)~~ ~~Method of Exercise~~. Subject to the other provisions of the Plan, any Option may be exercised by the Participant in whole or in part at such time or times, and the Participant may make payment of the Option price in such form or forms, including, without limitation, payment by delivery of cash, Shares or other consideration (including, where permitted by law and the Committee, Awards) having a fair market value on the exercise date equal to the total Option price, or by any combination of cash, Shares and other consideration as the Committee may specify in the applicable Award Agreement.

~~SECTION 7. STOCK APPRECIATION RIGHTS.~~ Stock Appreciation Rights may be granted to Participants on such terms and conditions as the Committee may determine, subject to the requirements of the Plan. A Stock Appreciation Right shall confer on the holder a right to receive, upon exercise, the excess of (i) the Fair Market Value of one Share on the date of exercise or, if the Committee shall so determine, at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 4(f), shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be. Any payment by the Company in respect of such right may be made in cash, Shares, other property or any combination thereof, as the Committee, in its sole discretion, shall determine. The Committee may, in its sole discretion, establish a limit on the amount of gain that can be realized on a Stock Appreciation Right.

~~(a)~~ ~~Grant Price~~. The grant price for a Stock Appreciation Right shall be determined by the Committee, provided, however, and except as provided in Section 4(f) and Substitute Awards, that such price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right.

~~(b)~~ ~~Term. The term of each Stock Appreciation Right shall not exceed ten years from the date of grant, or if granted in tandem with an Option, the expiration date of the Option.~~

	Letter to ~~our~~Our Shareholders
	NOTICE OF ~~2019~~2022 ANNUAL MEETING OF ~~SHAREHOLDERS~~SHAREHOLDERS.			i
	PROXY STATEMENT			ii
	Proxy Summary			11
	Voting Matters and Board Recommendations			1
	How to Vote Your Shares			1
	2021 Financial and Operating Highlights			2
	Director Nominees			3
	Environmental, Social and Governance Highlights			4
	Executive Compensation Highlights			5
	Item 1 Election of Directors			66
	Summary of Director ~~Attributes~~Diversity and ~~Skills~~Attributes			77
	Director Nominees			88
	Nominating Board ~~Candidates–~~Candidates−Procedures and Director Qualifications			~~13~~14
	Shareholder Recommendations for Director Nominees			~~13~~14
	Shareholder Nominations			~~13~~14
	Minimum Qualification for Director Nominees and Board Member Attributes			~~13~~14
	Process of Evaluation of Director Candidates			~~14~~15
	Director Compensation			~~15~~16
	Director Fees			~~15~~16
	Directors’ Alignment with Shareholders			~~16~~16
	Stock Ownership Guideline for Directors			~~16~~16
	Prohibitions against Short Sales, Hedging, Margin Accounts and Pledging			~~17~~17
	~~2018~~2021 Director Compensation			~~18~~18
	~~Corporate Governance~~Environmental and Social Responsibility			~~21~~20
	Corporate Governance			22
	The Structure and Role of the Board of Directors			~~22~~24
	Board Leadership Structure			~~22~~24
	The Board’s Role in Risk Oversight			~~23~~25
	~~Director Qualifications,~~ Committees of the Board ~~Diversity and Board Tenure~~			~~24~~26
	Board Meetings and Attendance			~~25~~28
	~~Board, Committee~~ Director Orientation and ~~Director Evaluations~~Continuing Education			~~25~~28
	~~Committees of the~~ Board, Committee and Director Evaluations			~~26~~28
	~~Voting for Directors~~Shareholder Engagement			~~28~~29
	Communications with Directors			~~28~~30
	Director Independence			~~28~~30
	~~Related Person Transactions~~Voting for Directors			~~29~~30
	Related Person Transactions			31
	Review, Approval and Ratification of Transactions with Related Persons			~~29~~31
	Transactions with Related Persons in ~~2018~~2021			~~30~~
	~~Compensation Committee Interlocks and Insider Participation~~			~~30~~
	~~Compensation Consultants~~			~~30~~
	~~Corporate Governance Materials Available on Arconic’s Website~~			~~30~~
	~~Business Conduct Policies and Code of Ethics~~			~~31~~
	~~Recovery of Incentive Compensation~~			~~31~~32

	Compensation Committee Interlocks and Insider Participation			32
	Compensation Consultants			32
	Recovery of Incentive Compensation			32
	Business Conduct Policies and Code of Ethics			33
	Our Corporate Governance Documents			33
	Section 16(a) Beneficial Ownership Reporting Compliance			~~32~~34
	~~Arconic~~Howmet Aerospace Stock Ownership			~~32~~34
	Stock Ownership of Certain Beneficial Owners			~~32~~34
	Stock Ownership of Directors and Executive Officers			~~34~~35
	Item 2 Ratification of Appointment of Independent Registered Public Accounting Firm			~~36~~37
	Report of the Audit Committee			~~37~~38
	Audit and Non-Audit Fees			~~38~~39
	Item 3 Advisory Approval of Executive Compensation			~~39~~40
	Compensation Committee Report			40
	Executive Compensation			41
	Compensation Discussion and Analysis			41
	~~Compensation Committee Report~~Summary of Key 2021 Inputs and Decisions			~~39~~
	~~Executive Compensation~~			~~40~~
	~~Compensation Discussion and Analysis~~			~~40~~
	~~Executive Summary~~			~~41~~41
	Compensation Philosophy and Design			~~43~~44
	2021 Annual Cash Incentive Compensation ~~Decisions~~Plan Design, Targets and Results			~~48~~47
	~~Analysis of 2018 Compensation Decisions~~2021 Long-Term Incentives			~~48~~48
	~~2018 Annual Cash Incentive Compensation~~			~~49~~
	~~2018 Equity Awards: Stock Options and Performance-Based Restricted Share Units~~			~~50~~
	2021 Individual Compensation Arrangements and Performance-Based Pay Decisions			~~51~~50
	~~2018~~2021 Summary Compensation Table			~~54~~52
	~~2018~~2021 Grants of Plan-Based Awards			~~57~~54
	~~2018~~2021 Outstanding Equity Awards at Fiscal Year-End			~~58~~55
	~~2018~~2021 Option Exercises and Stock Vested			~~59~~56
	~~2018 CEO Pay Ratio~~2021 Pension Benefits			~~59~~56
	~~2018 Pension Benefits~~2021 Nonqualified Deferred Compensation			~~60~~57
	~~2018 Nonqualified Deferred Compensation~~			~~61~~
	Potential Payments Upon Termination or Change in Control			~~62~~58
	2021 CEO Pay Ratio			60
	Item 4 ~~Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated, Including Increase of Reserved Shares~~Shareholder Proposal			~~64~~61
	~~Equity Compensation Plan Information~~			~~75~~
	~~Item 5 Shareholder Proposal~~			~~76~~
	Questions and Answers About the Meeting and Voting			~~78~~64
	Information regarding the Virtual Annual Meeting Format			69

Attachments		8370
Attachment A –	Pre-Approval Policies and Procedures for Audit and Non-Audit Services	8370
Attachment B –	~~Arconic~~Howmet Aerospace Inc. Peer Group Companies ~~for Market Information for 2018 Executive Compensation Decisions (non-CEO positions)~~	8572
Attachment C –	Calculation of Financial Measures	8673
~~Attachment D –~~	~~2013 Arconic Stock Incentive Plan, as Amended and Restated~~	92

	~~Time~~Date and ~~Date:~~Time:	~~8:00 a.m. Eastern Time, May 14, 2019~~	Record Date and Voting:
	~~Place:~~ Wednesday, May 25, 2022 9:00 a.m. Eastern Time	~~Arconic Cleveland Operations, 1616 Harvard Avenue, Building 53, Cleveland, OH 44105~~
	~~Record Date:~~	~~March 25, 2019~~
	~~Webcast:~~	~~A live webcast of the meeting will be available from our website at~~ ~~http://www.arconic.com~~ ~~under~~ ~~“Investors—Annual Meeting.”~~March 29, 2022
	~~Voting:~~			~~Shareholders~~ 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 ~~25, 2019,~~29, 2022, the record date for the ~~annual meeting,~~Annual Meeting, there were ~~453,083,173~~417,622,524 shares of common stock outstanding and expected to be entitled to vote at the ~~2019~~2022 Annual Meeting. There are no other securities of the Company outstanding and entitled to vote at the ~~2019~~2022 Annual Meeting.
	~~Admission:~~Virtual Meeting—Live Webcast:
~~An admission ticket is required to enter Arconic’s annual meeting. See Question 3 in the~~	www.virtualshareholdermeeting.com/HWM2022
	Additional Information: Please see “Questions and Answers About the Meeting and Voting” ~~section regarding how to obtain a ticket. Only shareholders~~ on page 64 and ~~authorized guests of~~“Information Regarding the Company may attend the meeting and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification). If you hold your shares in street-name (i.e., through a bank or broker), you must also provide proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement.

	WHAT WE DO				WHAT WE ~~DON’T~~DON'T DO
	✓ Pay for Performance ✓ ~~Cancellation of Unvested Equity Awards Upon Termination of Employment, Other Than in Very Limited Circumstances~~ ✓ Robust Stock Ownership Guidelines ✓ Double-Trigger Change-in-Control Provisions ✓ Active Engagement with ~~Investors~~Shareholders ✓ Independent Compensation Consultant ✓ Conservative Risk Profile ✓ Claw-Back Policy				✗ No Guaranteed ~~Annual~~ Bonuses ✗ No Parachute Tax Gross-Ups ✗ No Short Sales, Derivative Transactions or Hedging ~~of Company Stock~~ ✗ No Dividends on Unvested Equity Awards ✗ No Share Recycling or Option Repricing ✗ No Significant Perquisites

		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 and outlook relating to the condition of end markets; future financial or operating performance; the Company’s strategies, and business and financial prospects; 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, 2021. Howmet Aerospace 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.


	~~Internet at~~ ~~www.cesvote.com~~			~~calling 1-888-693-8683~~ ~~toll-free from the~~ ~~U.S. or Canada~~			~~mail~~ ~~return the signed~~ ~~proxy card~~ Virtual Annual Meeting Format” on page 69 for more deatails.


(in millions, except per share amounts)	2021
Sales		$	4,972
Operating income		$	748
Operating income excluding special items*		$	866
Income from continuing operations after income taxes		$	258
Income from continuing operations excluding special items*		$	442
Total assets		$	10,219
Total liabilities		$	6,711
Common stock outstanding (on December 31)			422
Per common share data
Diluted earnings per share (continuing operations)		$	0.59
Diluted earnings per share excluding special items*		$	1.01

				James F. Albaugh
	Independent Lead Director since: 2020 Age: 71 Director since: 2017 ~~Age:~~ 68Committees: ~~Committees:~~ ~~Compensation and Benefits~~• Audit Committee; • Governance and Nominating Committee ~~Other Current Public Directorships:~~ ~~American Airlines Group Inc.; GS Acquisition Holdings Corp; Harris Corporation~~

				~~Amy E. Alving~~
			~~Director since:~~Career Highlights and Qualifications: Mr. Albaugh was President and Chief Executive Officer of The Boeing Company’s (“Boeing”) Commercial Airplanes business unit from 2009 – 2012. Prior to holding that position, Mr. Albaugh was President and Chief Executive Officer of Boeing’s Integrated Defense Systems business unit from 2002 – 2009. He joined Boeing in 1975 and held various other executive positions prior to 2002, including President and Chief Executive of Space and Communications and President of Space Transportation. Mr. Albaugh was a member of Boeing’s Executive Council from 1998 – 2012. In addition, he was a senior advisor to Perella Weinberg Partners, a global advisory and asset management firm from 2016 – 2018. Previously, Mr. Albaugh was a senior advisor to The Blackstone Group L.P. from 2012 – 2016. Other Public Company Directorships: Current: ~~2018~~ ~~Age:~~ 56American Airlines Group Inc. ~~Committees:~~Previous: ~~Compensation and Benefits Committee; Cybersecurity Advisory Subcommittee (Chair)~~Goldman Sachs Acquisition Holdings (2018 – 2020); ~~Governance and Nominating Committee~~Harris Corporation (2016 – 2019); B/E Aerospace, Inc. (2014 – 2017); TRW Automotive Holdings Corp. (2006 – 2015). Other Affiliations: ~~Other Current Public Directorships:~~Current: ~~DXC Technology Company; Federal~~Board of Directors, Aloft Aeroarchitects (formerly PATS Aerospace) and Belcan Corporation; Chairman, National ~~Mortgage~~Aeronautic Association; Board of Trustees, Willamette University and the Columbia University School of Engineering; elected member of the International Academy of Aeronautics and the National Academy of Engineering; Senior Advisor, Industrial Development Funding, LLC. Previous: President, American Institute of Aeronautics and Astronautics; Chairman, Aerospace Industries Association; Member, Air Force Association ~~(Fannie Mae)~~ and Association of the United States Army. Attributes and Skills: Mr. Albaugh’s executive leadership experience in the aerospace and airline industry, including his experience with complex systems, contracts and governmental oversight, as well as his accounting and financial literacy and public company board and corporate governance experience, enables him to provide valuable insight and perspectives to the Board.

	Sharon R. Barner Age: 64 Director since: 2021 Committee: • Governance and Nominating Committee				Career Highlights and Qualifications: Ms. Barner is currently Vice President, Chief Administrative Officer and Corporate Secretary and Interim Chief Human Resources Officer of Cummins Inc., a global power train and power solutions leader. She previously served as Vice President, General Counsel and Corporate Secretary from 2012 – March 2021. Prior to joining Cummins, from 2009 – 2011, Ms. Barner served as Deputy Under Secretary of Commerce for Intellectual Property and Deputy Director of the United States Patent and Trademark Office, where she was responsible for patent and trademark operations. From 1996 – 2009, Ms. Barner practiced law at Foley & Lardner LLP where she held a number of leadership roles, including as a member of its Executive Management Committee, chair of its Intellectual Property Department, and chair of its Chicago Intellectual Property practice area. Other Public Company Directorships: Previous: Walker Innovations Inc. (2015 – 2018). Other Affiliations: Current: Board of Directors, Eskenazi Health Foundation; Board of Trustees, Foundation for Advancement of Diversity in Intellectual Property Law; Board of Trustees, Syracuse University. Previous: Board of Directors, Association of Corporate Counsel. Attributes and Skills: With more than 30 years of experience, Ms. Barner is an international business leader and lawyer who has assisted public and privately held technology, automotive and life sciences companies in protecting and growing their businesses worldwide. Her legal background, intellectual property knowledge and recognized leadership bring valuable insight and perspectives to the Board.
	~~Director since:~~ ~~2017~~Joseph S. Cantie Age: 5258 Director since: 2020 Committees: • Audit Committee; • Compensation and Benefits Committee; • Finance Committee ~~Other Current Public Directorships:~~ ~~Universal Stainless & Alloy Products, Inc.~~

				~~Elmer L. Doty~~
			~~Director since:~~Career Highlights and Qualifications: Mr. Cantie is the former Executive Vice President and Chief Financial Officer of ZF TRW, a division of ZF Friedrichshafen AG (ZF), a position he held from 2015 – 2016. Mr. Cantie previously served in the same roles for TRW Automotive Holdings Corporation from 2003 until the company was acquired by ZF in 2015. From 2001 – 2003, Mr. Cantie was Vice President, Finance for the automotive business of TRW Inc. Mr. Cantie also served as Vice President, Investor Relations for TRW Inc. from 1999 – 2001. From 1996 – 1999, Mr. Cantie served in several executive positions with LucasVarity PLC, including serving as Vice President and Controller. He began his career at KPMG as a certified public accountant. Other Public Directorships: Current: ~~2017~~Summit Materials, Inc.; TopBuild Corporation. ~~Age:~~Previous: 64Delphi Automotive PLC (2015 – 2017); Delphi Technologies PLC (2017 – 2020). Attributes and Skills: As a seasoned financial executive with years of global public company experience, Mr. Cantie brings valuable expertise in enterprise risk management, automotive supply, and leadership to the Board. Mr. Cantie qualifies as an audit committee financial expert.

	Robert F. Leduc Age: 66 Director since: 2020 Committee: • Compensation and Benefits Committee (Chair)			~~Rajiv L. Gupta~~	Career Highlights and Qualifications: Mr. Leduc is the former President of Pratt & Whitney, a role he held from 2016 – February 2020. Mr. Leduc previously held a number of senior executive roles over 38 years at United Technologies Corporation, including President of Sikorsky in 2015. He began his career in aerospace engineering at Pratt & Whitney, holding roles of increasing leadership responsibility in program management, strategy and customer support, including serving as Senior Vice President, Engine Programs & Customer Support from 1995 – 2000, President of Large Commercial Engines and Chief Operating Officer from 2000 – 2004, President of Flight Systems and Classified Programs at Hamilton Sundstrand from 2004 – 2010, President of Boeing 787, Space Systems & U.S. Government Classified Programs from 2010 – 2012, and as President of Boeing Programs & Space beginning in 2012. Other Public Directorships: Current: AAR Corporation; JetBlue Airways Corporation Other Affiliations: Current: Consulting Partner, Advent International; Co-Founder, Robert and Jeanne Leduc Center of Civic Engagement, University of Massachusetts Dartmouth. Previous: Board of Directors, Connecticut Science Center. Attributes and Skills: With decades of senior leadership experience, Mr. Leduc brings to the Board extensive knowledge of aerospace, program execution, systems integration, long-cycle investments and customer value creation.
	David J. Miller Age: 43 Director since: ~~2016~~2017 ~~Age:~~ 73Committee: ~~Committees:~~ ~~Compensation and Benefits Committee (Chair); Governance and Nominating~~• Finance Committee ~~Other Current Public Directorships:~~ ~~Aptiv PLC (Chairman)~~

				~~Sean O. Mahoney~~
			~~Director since:~~ ~~2016~~ ~~Age:~~ 56 ~~Committees:~~Career Highlights and Qualifications: ~~Audit Committee; Finance Committee (Chair)~~Mr. Miller is an Equity Partner and Senior Portfolio Manager at Elliott Management Corporation, a New York-based investment fund with over $45 billion in assets under management, where he is responsible for investments across the capital structure and spanning multiple industries. Mr. Miller joined Elliott in 2003 after working in M&A and financing advisory roles at Peter J. Solomon Company. Other ~~Current Public~~ Directorships: ~~Aptiv PLC~~Current: Peabody Energy Corporation. Previous: Board of Managers, JCIM, LLC (2008 – 2013); ISCO International Inc. (2009 – 2010); SemGroup Energy Partners LP / SemGroup Energy Partners GP, LLC (2008 – 2009). Other Affiliations: Current: Board of Directors, Acosta, Inc., Brazilian American Automotive Group, Inc. and Futures and Options. Attributes and Skills: Mr. Miller’s investment expertise, his understanding of financial strategy and his in-depth knowledge of restructuring matters provide valuable perspective to the deliberations of the Board.

	Jody G. Miller Age: 64 Director since: 2020 Committees: • Cybersecurity Advisory Subcommittee; • Governance and Nominating Committee				Career Highlights and Qualifications: Ms. Miller is the Co-Founder and Co-Chief Executive Officer of Business Talent Group (BTG), a global marketplace for top independent professionals doing project-based work. She founded the organization in 2007. In April of 2021, BTG was acquired by Heidrick & Struggles, Inc. Prior to founding BTG, Ms. Miller served as a Venture Partner with venture capital firm Maveron from 2000 – 2007. From 1995 – 1999, Ms. Miller held various positions at Americast, Disney’s digital television venture, including as Acting President and Chief Operating Officer. Ms. Miller also served in the White House as Special Assistant to the President during the Clinton Administration from 1993 – 1995 and as a White House Fellow at the Department of Treasury from 1990 – 1992. Ms. Miller began her career at Cravath, Swaine & Moore. Other Public Directorships: Current: LKQ Corporation. Previous: Capella Education Company (2000 – 2018); TRW Inc. (2005 – 2015). Other Affiliations: Current: Advisory Board, Drucker Institute; Board Member, Peer Health Exchange, Inc. Previous: Board of Directors, Imbellus Inc.; and Board Member, National Campaign to Prevent Teenage and Unplanned Pregnancy. Attributes and Skills: An outspoken thought leader, Ms. Miller brings to the board a fresh perspective on the evolving talent marketplace. Ms. Miller’s entrepreneurial and leadership experience is an important asset to the Board.
	Nicole W. Piasecki Age: 60 Director since: 2020 Committees: • Compensation and Benefits Committee; • Cybersecurity Advisory Subcommittee				Career Highlights and Qualifications: Ms. Piasecki is the former Vice President and General Manager of the Propulsion Systems Division of Boeing Commercial Airplanes, a position she held from 2013 – 2017. During 25 years with The Boeing Company beginning in 1992, Ms. Piasecki held a number of senior roles, including Senior Vice President of Business Development & Strategic Integration and Vice President of Business Strategy and Marketing for Boeing Commercial Airplanes. She also served as President of Boeing Japan. Other Public Directorships: Current: Weyerhaeuser Co. Other Affiliations: Current: Executive Chairman, VEA Aviation Inc., Chair of the Board of Trustees, Seattle University; Board of Directors, BAE Systems PLC.; Board of Directors, The Stimson Center; Advisor, Mitsubishi Heavy Industries in Tokyo. Previous: Federal Aviation Authority’s Management Advisory Council; Board of Directors, Federal Reserve Bank, Seattle Branch; Board of Governors, American Chamber of Commerce of Japan. Attributes and Skills: With decades of experience in senior management positions at a multi-billion dollar aviation company, Ms. Piasecki brings cultivated industry knowledge and valuable business expertise to the Board.

Name1 (a)	Fees Earned or Paid in Cash ($)(b)2			Stock Awards ($)(c)3			All Other Compensation ($)(g)		Total ($)(h)
James F. Albaugh4		$	140,500		$	149,992		—		$	290,492
Amy E. Alving5		$	97,161		$	149,992		—		$	247,153
Christopher L. Ayers6		$	149,000		$	149,992		—		$	298,992
Arthur D. Collins, Jr.7		$	155,000		$	149,992		—		$	304,992
Elmer L. Doty8		$	133,500		$	149,992		—		$	283,492
Rajiv L. Gupta9		$	144,000		$	149,992		—		$	293,992
David P. Hess10		$	144,070		$	192,746		—		$	336,816
Sean O. Mahoney11		$	165,500		$	149,992		—		$	315,492
David J. Miller12		$	132,000		$	149,992		—		$	281,992
E. Stanley O’Neal13		$	147,500		$	149,992		—		$	297,492
John C. Plant14		$	316,835		$	279,983		—		$	596,818
Julie G. Richardson15		$	16,765			—		—		$	16,765
Patricia F. Russo16		$	55,871			—		—		$	55,871
Ulrich R. Schmidt17		$	165,500		$	149,992		—		$	315,492

Name1 (a)	Fees Earned or Paid in Cash ($)(b)2			Stock Awards ($)(c)3			All Other Compensation ($)(g)4			Total ($)(h)
James F. Albaugh		$	150,000		$	150,009		$	1,069		$	301,078
Amy E. Alving		$	135,000		$	150,009		$	1,650		$	286,659
Sharon R. Barner5		$	90,000		$	181,247		$	795		$	272,042
Joseph S. Cantie		$	120,000		$	150,009		$	795		$	270,804
Robert F. Leduc		$	135,000		$	150,009			—		$	285,009
David J. Miller		$	120,000		$	150,009			—		$	270,009
Jody G. Miller		$	120,000		$	150,009			—		$	270,009
Nicole W. Piasecki		$	120,000		$	150,009			—		$	270,009
Ulrich R. Schmidt		$	140,000		$	150,009			—		$	290,009

	John C. Plant Chair of the Board Since: 2017 Age: 68 Director since: 2016			~~David J. Miller~~	Career Highlights and Qualifications: Mr. Plant is the Chief Executive Officer of Howmet Aerospace Inc. Mr. Plant served as the Company’s Co-Chief Executive Officer from April 2020 – October 2021 and its Chief Executive Officer from February 2019 – April 2020. Mr. Plant was Chairman of the Board (2011 – 2015), and President and Chief Executive Officer (2003 – 2015) of TRW Automotive, which was acquired by ZF Friedrichshafen AG in 2015. Under his leadership, TRW employed more than 65,000 people in approximately 190 major facilities around the world and was ranked among the top 10 automotive suppliers globally. Mr. Plant was a co-member of the Chief Executive Office of TRW Inc. from 2001 – 2003 and an Executive Vice President of TRW from the company’s 1999 acquisition of Lucas Varity to 2003. Prior to TRW, Mr. Plant was President of Lucas Varity Automotive and managing director of the Electrical and Electronics division from 1991 – 1997. Other Public Directorships: Current: Jabil Circuit Corporation; Masco Corporation. Previous: Chairman, TRW Automotive (2011 – 2015), Board of Directors, Gates Industrial Corporation PLC (2017 – 2019). Other Affiliations: Current: Fellow, Institute of Chartered Accountants. Attributes and Skills: Mr. Plant has had a distinguished career in the automotive industry spanning nearly 40 years. His industry knowledge provides a strong background from which Howmet Aerospace can benefit. His leadership and succession of key executive roles provide strategic and operational perspectives to the deliberations of the Board.
	~~Director since:~~ ~~2017~~ Ulrich R. Schmidt Age: 4072 ~~Committees:~~ ~~Finance Committee~~

				~~E. Stanley O’Neal~~
				~~Director since:~~ ~~2008~~ ~~Age:~~ 67 ~~Committees:~~ ~~Audit Committee; Finance Committee~~ ~~Other Current Public Directorships:~~ ~~Clearway Energy, Inc.; Platform Specialty Products Corporation~~

				~~John C. Plant~~
				Director since: 2016 ~~Age:~~ 65Committees: ~~Other Current Public Directorships:~~ ~~Gates Industrial Corporation PLC; Jabil Circuit Corporation; Masco Corporation~~• Audit Committee (Chair);

• Finance Committee (Chair)				~~Ulrich R. Schmidt~~
• Finance Committee (Chair)			~~Director since:~~ ~~2016~~Career Highlights and Qualifications: Mr. Schmidt is the former Executive Vice President and Chief Financial Officer of Spirit Aerosystems Holdings, Inc. Prior to Spirit Aerosystems, he served as Executive Vice President and Chief Financial Officer of Goodrich Corporation from 2000 – 2005, and as Vice President, Finance and Business Development, Goodrich Aerospace, from 1994 – 2000. Prior to joining Goodrich, he held senior level roles at a variety of companies, including Invensys Limited, Everest & Jennings International Limited and Argo-Tech Corporation. ~~Age:~~ 69Other Directorships: ~~Committees:~~Previous: ~~Audit Committee (Chair);~~ ~~Finance Committee~~Precision Castparts Corporation (2007 – 2016). Attributes and Skills: Mr. Schmidt has extensive executive and business experience at the board and CFO level in both public and privately held companies. His extensive background in the aerospace industry, coupled with his financial management and strategic planning and analysis foundation in a variety of operating and international assignments, provides Howmet Aerospace with valuable insight and industry experience. Mr. Schmidt qualifies as an audit committee financial expert.

Compensation Element	~~2018 Amount~~	~~2019~~2021 Amount
Annual Cash Retainer	$~~120,000~~	~~$120,000~~120,000
Annual Equity Award ~~(Restricted~~(Deferred Restricted Share Units Granted Following Each Annual Meeting of Shareholders)	$~~150,000~~	~~$150,000~~150,000
Other Annual Fees1:
• ~~Non-Executive Board Chair Fee~~	~~$300,000~~	~~N/A~~2
• Lead Director Fee	~~N/A~~$30,0002	~~$40,000~~2
• Audit Committee Chair Fee (includes Audit Committee Member Fee)	$~~27,500~~	~~$27,500~~
•20,0002 ~~Audit Committee Member Fee~~	~~$11,000~~	~~$11,000~~
• Compensation and Benefits Committee Chair Fee	$~~20,000~~	~~$20,000~~15,0002
• Other Committee Chair Fee	$~~16,500~~	~~$16,500~~15,0002
Per Meeting Fee for Meetings in Excess of Regularly Scheduled Meetings	$~~1,500~~1,2003	~~$1,500~~3

Ownership Requirements and Annual Compensation Limits	~~2018 Amount~~	~~2019 Amount~~
Stock Ownership Requirement	$~~750,000~~	~~$750,000~~750,000
Timeline to Achieve Stock Ownership	6 ~~years~~	~~6 years~~years
Total Annual Director Compensation Limit	$~~750,000~~	~~$750,000~~750,000

Directors	Director Since	Value of Holdings in Howmet Aerospace Stock, Deferred Share Units and Deferred Restricted Share Units
James F. Albaugh	2017		$	1,727,636
Amy E. Alving	2018		$	1,669,341
Sharon R. Barner	2021		$	187,247
Joseph S. Cantie	2020		$	866,549
Robert F. Leduc	2020		$	712,151
David J. Miller	2017		$	1,507,791
Jody G. Miller	2020		$	564,761
Nicole W. Piasecki	2020		$	564,761
John C. Plant	2016		$	68,514,2911
Ulrich R. Schmidt	2016		$	1,847,568

Directors	Director Since		Value of Holdings in Arconic Stock, Deferred Share Units and Deferred Restricted Share Units
James F. Albaugh		2017		$	336,218
Amy E. Alving		2018		$	256,536
Christopher L. Ayers		2017		$	568,997
Arthur D. Collins, Jr.		2010		$	2,148,794
Elmer L. Doty		2017		$	7,666,358
Rajiv L. Gupta		2016		$	300,365
David P. Hess		2017		$	3,331,701
Sean O. Mahoney		2016		$	600,654
David J. Miller		2017		$	193,394
E. Stanley O’Neal		2008		$	1,425,788
John C. Plant		2016		$	23,773,885
Ulrich R. Schmidt		2016		$	467,154

		Management Focus				Board Oversight
		ESG has the full attention of the organization at every level. Key ESG metrics are reviewed on a regular basis, including quarterly updates with the CEO and senior leadership, and ESG goals and plans are reviewed at least annually. In 2021, we identified and funded more than 100 projects that are expected to deliver a reduction in our greenhouse has (GHG) emissions of 21.5% based on our projected business volumes by 2024, and we will prepare comprehensive plans to further reduce our GHG emissions by 2030 that will take us closer to the possibility of net-zero by 2050.				Our Board is equally committed to the Company’s ESG goals and maintains oversight over ESG matters at the full Board level and through various Board committees. The full Board reviews our comprehensive ESG program at least annually. In addition, our Board and CEO meet to review the talent in key positions across our Company, update our succession strategy and leadership pipeline for key roles, including the CEO, and assess the adequacy of our workforce to meet business challenges and future growth required for our long-term corporate strategy. The Board also receives updates and presentations on key topics, including diversity, equity and inclusion and employee development and succession.

Financial Metric	Defined Corporate Level Payout Percentage							Result	% of Target	Weighting	Weighted Result
Financial Metric	0%	50%			100% (Target)	150%	200%	Result	% of Target	Weighting	Weighted Result
($in millions)
Adjusted Operating Income	$1,470		$	1,549	$1,627	$1,827	$2,027	$1,391	0.0%	50.0%	0.0%
Controllable Free Cash Flow	$1,382		$	1,426	$1,471	$1,716	$1,871	$1,415	37.0%	50.0%	18.5%
IC RESULT											18.5%

Performance Metric	Payout Percentage					2018 Actual	Plan Result	Weighting	Payout Result
Performance Metric	0%	50%	100%	150%	200%	2018 Actual	Plan Result	Weighting	Payout Result
Revenue ($M)	$13,297 or below	$13,499	$13,700	$14,305	$14,507 or above	$14,076	131.0%	25%	32.8%
EBITDA Margin (%)	14.3% or below	15.2%	16.1%	18.8%	19.7% or above	14.0%	0.0%	25%	0.0%
RONA (%)	7.9% or below	9.3%	10.6%	14.0%	14.7% or above	9.1%	45.6%	50%	22.8%
							TOTAL	100%	55.5%

	Grant Date Value of Performance Award
Name	At Target		At Maximum
Kenneth J. Giacobbe		$960,089		$1,920,179
Timothy D. Myers		$1,056,189		$2,112,378
Katherine H. Ramundo		$960,089		$1,920,179
Chip Blankenship		$6,800,104		$13,600,209
Eric V. Roegner		$960,089		$1,920,179

		Performance RSUs
Name and Position	Options & RSUs No. of Shares	Target No. of Shares	Maximum No. of Shares
Kenneth J. Giacobbe Executive Vice President and Chief Financial Officer	196,590	145,030	290,060
Timothy D. Myers Executive Vice President and Group President, Global Rolled Products and Transportation and Construction Solutions	118,034	130,040	260,080
Katherine H. Ramundo Executive Vice President, Chief Legal Officer and Secretary	149,037	124,810	249,620
Chip Blankenship2 Former Chief Executive Officer	636,900	225,020	450,040
David P. Hess3 Former Interim Chief Executive Officer	123,210	N/A	N/A
Mark J. Krakowiak2 Former Executive Vice President, Strategy and Development	27,760	N/A	N/A
Eric V. Roegner2 Former Executive Vice President and Group President, Engineered Products and Solutions	124,940	48,690	97,380
Current Executive Officers as a Group4:	714,896	420,460	840,920
Current Non-Executive Directors as a Group:	234,792	N/A	N/A
All Employees who are not Executive Officers, as a Group:	10,137,325	383,580	767,160

(in millions, except per-share amounts)	Year ended
	December 31, 2018		December 31, 2017
Net income (loss)		$642		$(74)
Diluted earnings (loss) per share (EPS)		$1.30		$(0.28)
Special items:
Restructuring and other charges		9		165
Discrete tax items1		(15)		223
Other special items2		59		264
Tax impact3		(19)		40
Net income excluding Special items		$676		$618
Diluted EPS excluding Special items		$1.36		$1.22
Average number of shares – diluted EPS excluding Special items4		502,627,363		471,472,729

($ in millions)	Year ended December 31, 2018
Operating income		$	1,325
Special items:
Restructuring and other charges			9
Legal and other advisory costs related to Grenfell Tower			18
Strategy and portfolio review costs			7
Settlements of certain customer claims primarily related to product introductions			38
Operating income excluding Special items		$	1,397
Add: Depreciation and amortization			576
Less: Capital expenditures			(768)
Less: Change in Receivables from customers, less allowances			(12)
Less: Change in Deferred purchase program			(47)
Less: Change in Inventories			(12)
Add: Change in Accounts payable, trade			290
Controllable Free Cash Flow		$	1,424
Adjustment for incentive compensation1			(9)
Controllable Free Cash Flow – as adjusted for incentive compensation		$	1,415

($ in millions)	Year ended December 31, 2018
Net income		$	642
Add:
Provision for income taxes			226
Other expense (income), net			79
Interest expense			378
Restructuring and other charges			9
Provision for depreciation and amortization			576
Consolidated adjusted EBITDA		$	1,910
Add:
Settlements of certain customer claims primarily related to product introductions			38
Strategy and portfolio review costs			7
Legal and other advisory costs related to Grenfell Tower			18
Consolidated adjusted EBITDA, excluding Special items		$	1,973
Sales		$	14,014
Adjusted EBITDA margin			13.6%
Adjusted EBITDA margin, excluding Special items			14.1%
Adjustment for performance-based restricted share units1			(0.1)%
Adjusted EBITDA margin, excluding Special items – as adjusted for incentive compensation			14.0%

Net Assets:	December 31, 2018
Add: Receivables from customers, less allowances		$	1,047
Add: Deferred purchase program2			234
Add: Inventories			2,492
Less: Accounts payable, trade			2,129
Working capital			1,644
Properties, plants, and equipment, net (PP&E)			5,704
Net assets - total		$	7,348
RONA			9.2%
Adjustment for performance-based restricted share units3			(0.1)%
RONA – as adjusted for incentive compensation			9.1%

~~Shareholder Feedback and Best Practices~~

~~Our Responses/Changes~~

~~Emphasize long-term performance-based equity awards~~

We maintained our industry leading practice of granting 80% of long-term incentive (LTI) awards for NEOs in the form of performance shares, which is the highest proportion within our CEO peer group, among which the median mix was 50% performance-based LTI and 50% time-vested (see page 46~~). Our 2018 LTI performance RSUs are subject to a three-year performance period (2018-2020).~~

~~Focus on performance metrics that drive operational performance and shareholder value~~

Our 2018 annual incentive compensation (IC) design incorporates two equally weighted metrics, controllable free cash flow and adjusted operating income. We believe that these metrics, as well as our LTI compensation metrics of revenue, EBITDA margin, return on net assets and relative TSR, incentivize management actions to maximize operational performance and shareholder value.

~~Focus on operational improvements and profitability in our business groups~~

To emphasize operational results and hold managers accountable for factors they directly control, 2018 annual IC for those who work in our business groups was weighted 60% based on the performance of the applicable business group and 40% based on corporate (total company) performance. In prior years, the weighting had been equal at 50% each.