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DEF 14ASEC Filing

Howmet Aerospace Inc. โ€” DEF 14A Filing

April 6, 2026 at 12:00 AM

๐Ÿงพ 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.

๐Ÿข What The Company Does

๐Ÿ‘‰ In simple terms: Howmet makes critical parts for jets, planes, and heavy trucks.
They focus on three high-tech areas:
โœˆ๏ธ Jet engine components (like turbine blades)
๐Ÿ”ฉ Aerospace fasteners & structures
๐Ÿš› 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%).

๐Ÿ’ฐ Financial Highlights

2025 Performance (vs. 2024):

  • ๐Ÿ“ˆ Sales: $8.25B (up 11% from $7.43B)
  • ๐Ÿ’ต Net Income: $1.51B (up 31% from $1.16B)
  • ๐Ÿš€ Adjusted EBITDA: $2.42B (up 26% from $1.91B)
  • ๐Ÿ’ธ Free Cash Flow: $1.43B (up 47% from $977M)
    ๐Ÿ‘‰ Strong growth driven by aerospace demand and operational efficiency.

๐Ÿ—ณ๏ธ What Shareholders Are Voting On

  1. Elect 9 Directors (1-year terms)
    ๐Ÿ‘‰ 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)

๐Ÿ‘ฅ 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.
    ๐Ÿ‘‰ Board is refreshed and diverse, focused on aerospace expertise.

๐Ÿ’ผ 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
    ๐Ÿ‘‰ Compensation rises only if shareholders do well.

๐Ÿ”ฎ Whatโ€™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.
    ๐Ÿ‘‰ Focus on cash flow and returning value to shareholders.

โš–๏ธ Big Picture

๐Ÿ‘ Strengths:

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

โš ๏ธ Risks:

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

๐Ÿง  The Analogy

Howmet is like the "premium engine builder" for the worldโ€™s planes and trucks โ€” when travel or shipping booms, their parts are in high demand. The proxy shows theyโ€™re keeping the "mechanics" (directors and incentives) aligned with owners.

๐Ÿงฉ Final Takeaway

Howmetโ€™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.