ALCOA CORP (AA)
Sector: Materials
2026 Annual Meeting Analysis
ALCOA CORP · Meeting: May 6, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 11 Director Nominees to Serve for One-Year Terms Expiring in 2027
Director since 2021 with strong relevant experience; no overboarding concerns; AA's 3-year price return of 43.6% outperforms the XLB sector ETF by +15.8pp, well below the 65pp trigger threshold for strong positive TSR, so no TSR underperformance flag applies.
Director since 2024, joining within the past 24 months, making him exempt from the TSR trigger; brings deep metals and mining industry expertise including prior CEO experience at Alumina Limited.
Director since 2016 with extensive investment banking and financial expertise; no overboarding concerns (holds one other public board seat); TSR outperformance vs. XLB benchmark means no TSR trigger applies.
Director since 2024, joining within the past 24 months and therefore exempt from the TSR trigger; brings over 25 years of mining, metals, and manufacturing industry experience.
Director since 2020 with over 35 years in the global metals and mining industry; no overboarding concerns; AA's TSR outperformance vs. XLB means the TSR trigger does not apply.
First-time nominee with no prior board tenure at Alcoa; brings relevant cybersecurity and digital technology expertise that the board specifically sought; exempt from TSR trigger as a new director.
Director since 2016 with extensive energy sector and financial expertise; holds one other public board seat (TXNM Energy) so no overboarding concern; TSR outperformance vs. XLB means no TSR trigger applies.
Director since 2023 with broad global business and operational leadership experience; holds two other public board seats (Sysco and Galderma) so no overboarding concern; TSR outperformance vs. XLB means no TSR trigger applies.
CEO and executive director since 2023 with 20+ years at Alcoa; as an executive director he is subject to the same TSR trigger as other directors, but AA's 3-year return of 43.6% outperforms the XLB benchmark by +15.8pp, well below the 65pp threshold, so no TSR flag applies.
Director since 2016 with deep financial expertise as a former CFO of International Paper; holds one other public board seat (V.F. Corporation); TSR outperformance vs. XLB means no TSR trigger applies.
Director since 2022 with relevant environmental, sustainability, and strategic risk experience; no current public board seats outside Alcoa; TSR outperformance vs. XLB means no TSR trigger applies.
All 11 director nominees receive a FOR vote. Alcoa's 3-year price return of 43.6% outperforms the XLB sector ETF (the applicable fallback benchmark, as no named peer group TSR data is available for direct comparison) by +15.8 percentage points, which is well below the 65pp underperformance threshold required to trigger a vote against directors under the strong-positive-TSR tier of the policy. Two directors (Bevan and Field) joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
William F. Oplinger
Total Comp
$14,002,088
Prior Support
88%%
The prior year Say on Pay vote received over 88% support, well above the 70% threshold that would require a response, and the committee made no significant structural changes — appropriately so given the strong endorsement. CEO total compensation of approximately $14 million is consistent with a large-cap Basic Materials CEO and reflects a highly performance-weighted structure (89% of target pay is variable and at-risk), satisfying the policy's requirement that fixed pay not exceed 40% of total compensation. The incentive plan uses meaningful multi-year metrics including relative total shareholder return versus the S&P Metals and Mining Select Industry Index, return on equity, and strategic initiatives — all measured over a three-year period — which aligns executive outcomes with shareholder interests; and the company delivered above-target annual incentive results (118.8%) against a backdrop of strong 2025 operational and financial performance, which is consistent with the pay-for-performance alignment check.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
11 yrs
Audit Fees
$8,048,000
Non-Audit Fees
$467,000
PwC has served as Alcoa's auditor since 2015 (approximately 11 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $313K plus tax fees of $121K plus other fees of $33K = $467K) represent approximately 5.8% of core audit fees ($8,048K), comfortably below the 50% threshold that would trigger a concern about auditor independence. PwC is a Big 4 firm fully appropriate for a company of Alcoa's size and complexity.
Overall Assessment
Alcoa's 2026 annual meeting ballot is straightforward with no significant governance concerns: all 11 director nominees receive FOR votes driven by the company's solid 3-year stock performance versus the XLB benchmark, the auditor ratification passes cleanly with low non-audit fees and a tenure of only 11 years, and the Say on Pay vote receives a FOR determination supported by a highly performance-weighted compensation structure and strong prior-year shareholder approval of 88%. No stockholder proposals appear on the ballot, and the equity plan amendment (Proposal 4) falls outside the current scope of this policy.