| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board”) of Alcoa Corporation (the “Company”) elected Mr. William F. Oplinger to serve as President and Chief Executive Officer of the Company on September 24, 2023 (the “Effective Date”), effective on such date.
On the Effective Date, the Board determined that Mr. Roy C. Harvey, the Company’s current President and Chief Executive Officer, will cease to serve in such roles effective immediately on such date, and appointed him to the position of Strategic Advisor to the Chief Executive Officer until his employment ends with the Company on December 31, 2023 (the “Separation Date”). In connection with his departure from the Company on the Separation Date, Mr. Harvey will receive severance payments and benefits in accordance with the terms and conditions of his Amended and Restated Executive Severance Agreement with the Company, dated and effective as of July 30, 2019, subject to his execution and non-revocation of releases of claims against the Company, and under the applicable terms and conditions of his equity incentive awards. On the Effective Date, Mr. Harvey resigned from his position as a director on the Board, effective immediately on such date.
Mr. Oplinger, 56, had served as the Company’s Executive Vice President and Chief Operations Officer since February 2023 and he will continue to perform those functions. He previously served as the Company’s Executive Vice President and Chief Financial Officer from November 2016 to February 2023. In connection with his appointment as President and Chief Executive Officer of the Company, as of the Effective Date, Mr. Oplinger’s base salary increased to $1,200,000, his annual incentive compensation target opportunity increased to 150% of base salary, and his long-term incentive compensation target opportunity is $8,000,000.
On the Effective Date, the Board also elected Mr. Oplinger to serve as a director on the Board to replace Mr. Harvey, effective immediately on such date. Mr. Oplinger will not serve on any Board committees or receive any fees or other compensation for his service on the Board.
A copy of the Company’s related press release, dated September 24, 2023, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The internet address in the press release attached as Exhibit 99.1 hereto is included only as an inactive textual reference and is not intended to be an active link to the information therein. Information contained on such website, or that can be accessed therein, does not constitute a part of this report.
