🧾 What This Document Is

This is Howmet Aerospace's 2026 Proxy Statement (Form DEF 14A). It details proposals for the Annual Shareholder Meeting on May 19, 2026 (virtual only at www.virtualshareholdermeeting.com/HWM2026). Shareholders vote on directors, auditors, and executive pay. The Board recommends voting FOR all proposals. Key deadline: shares must be owned by March 24, 2026 to vote.

🏢 What The Company Does

👉 In simple terms: Howmet makes critical parts for jets, planes, and heavy trucks.
They focus on three high-tech areas:
✈️ Jet engine components (like turbine blades)
🔩 Aerospace fasteners & structures
🚛 Forged aluminum wheels for commercial trucks
Their products make aircraft lighter and more fuel-efficient. Sales in 2025: $8.25 billion, mostly from aerospace (73%).

💰 Financial Highlights

2025 Performance (vs. 2024):

• 📈 Sales: $8.25B (up 11% from $7.43B)
• 💵 Net Income: $1.51B (up 31% from $1.16B)
• 🚀 Adjusted EBITDA: $2.42B (up 26% from $1.91B)
• 💸 Free Cash Flow: $1.43B (up 47% from $977M)
  👉 Strong growth driven by aerospace demand and operational efficiency.

🗳️ What Shareholders Are Voting On

1. Elect 9 Directors (1-year terms)
   👉 Board recommends FOR all nominees (led by CEO John Plant).
2. Ratify PwC as Auditors for 2026
3. Approve Executive Compensation ("Say-on-Pay" advisory vote)

👥 Board & Governance

Director Nominees:

• 9 directors up for election: 8 independent, 1 CEO (John Plant)
• Key skills: Aerospace leadership, finance, tech, cybersecurity, global ops
• Avg. tenure: 7 years; 33% are women or minorities
• No supermajority voting or classified board.
  👉 Board is refreshed and diverse, focused on aerospace expertise.

💼 Executive Compensation

Philosophy: Pay for long-term performance.

• 80%+ of CEO pay is performance-based equity
• No guaranteed bonuses or "golden parachutes"
• Metrics: Total shareholder return (vs. peers), profit growth, cash flow
• Stock ownership rules: CEO must hold 6x salary in stock
  👉 Compensation rises only if shareholders do well.

🔮 What’s Next

• Annual Meeting: May 19, 2026 (virtual)
• Outlook: Howmet expects continued growth in commercial aerospace and defense in 2026.
• Capital priorities: Invest in tech, pay dividends, reduce debt.
  👉 Focus on cash flow and returning value to shareholders.

⚖️ Big Picture

👍 Strengths:

• Market leader in high-demand aerospace components
• Strong cash flow and improving margins
• Independent board with deep industry expertise

⚠️ Risks:

• Aerospace cycles (dependent on airline demand)
• Supply chain and raw material costs
• Heavy competition from Precision Castparts, Safran

🧠 The Analogy

Howmet is like the "premium engine builder" for the world’s planes and trucks — when travel or shipping booms, their parts are in high demand. The proxy shows they’re keeping the "mechanics" (directors and incentives) aligned with owners.

🧩 Final Takeaway

Howmet’s 2025 results are strong, and its board and pay plans are designed to keep leadership focused on long-term growth. Approving the proposals supports stability and performance alignment.